On the agenda: Mount Vernon meeting — Flock camera (Mar 25)

CITY OF MOUNT VERNON
COUNCIL MEETING
AGENDA
March 25, 2026, 7:00 p.m.

Police Court Campus, 1805 Continental Place

To virtually attend the meeting, the public may:
1. Watch the meeting live on TV10: Comcast/Xfinity Channel 10

2. Watch the meeting live, online:

https://www.youtube.com/channel/UCUob_hcQUmd4S93YkletdrA

1. OPENING CEREMONIES
A. Call to Order
B. Pledge of Allegiance
C. Roll Call of Councilmembers
2. APPROVAL OF AGENDA
3. COMMUNITY COMMENTS
(This is an opportunity for Mount Vernon residents to address their
City Council. Please provide your information on the guest sign-in
sheet located on the table near the entrance to the Council Chambers
prior to speaking, and limit comments to three minutes or less. Under
normal circumstances, the Mayor and Council will not respond
immediately to Community Comments. If you would like someone to
follow up with you regarding the topic of your comments, please
leave your name and contact information on the form at the entrance
of the Council Chambers. If you are unable to attend the meeting
and would like to make your comments via Zoom, please submit a
request
to
speak
via
email
to
[email protected] or by telephone at
360-336-6211. Requests must be received by 4 p.m. on the meeting
date.)
Interpretation services for Community Comments are available on
request. Please contact the City at [email protected]
or 360-336-6211 at least two business days prior to the meeting if
you would like an interpreter to share your comments with City
Council.
Servicios de interpretación para los comentarios de la comunidad
están disponibles previa solicitud. Por favor, comuníquese con la
Ciudad a través de [email protected] o llamando al
360-336-6211 con al menos dos días hábiles de antelación a la
reunión, si desea contar con un intérprete para compartir sus
comentarios con el Concejo Municipal.

Mount Vernon City Council Agenda
March 25, 2026
Page 2 of 3

4. CONSENT AGENDA
A. Approval of March 11, 2026, Regular Council Meeting minutes
B. Approval of March 5, 2026, Payroll checks numbered 113327 113342, direct deposit checks numbered 111778 - 112048, and
wire transfers numbered 1549 - 1553, in the amount of
$1,318,268.19
C. Approval of March 20, 2026, Payroll checks numbered 113344 113354, direct deposit checks numbered 112049 - 112319, and
wire transfers numbered 1554 - 1558, in the amount of
$1,741,133.53
D. Approval of March 25, 2026, Claims numbered 33290 - 33442 in
the amount of $1,324,115.06
E. Approval of Agreement – Taste of India
F. Project Acceptance – Bakerview Park Restroom Renovation Project
G. Approval of Agreement – Systems Design West, LLC
H. Approval of Agreement – Dick’s Towing
I. Approval of Agreement Amendment - SCIDEU
5. REPORTS
A. Councilmember Comments
B. Mayor’s Report
6. NEW BUSINESS
A. Presentation – Skagit PUD

(General Manager George Sidhu will provide an update of Skagit PUD projects.)
(required action – none)
(staff contact – Steve Sexton)

B. Public Hearing and Presentation – Proposed 2026 Community
Development Block Grant (CDBG) Annual Action Plan

(This is a public hearing and presentation proposed 2026 CDBG Annual Action Plan.)
(required action – motion)
(staff contact – Steve Sexton)

C. Approval of Agreement – Transpo Group USA, Inc.

(Staff is requesting approval of an agreement with Transpo Group, USA, Inc. for the
Kulshan Trail Safety Lighting 3 project)
(required action – agreement)
(staff contact – Frank Reinart)

D. Approval of Agreement Amendment – Wilson Engineering, LLC

(Staff is requesting approval of Amendment 5 to agreement 4460 with Wilson Engineering,
LLC, for the Combined Sewer Separation Feasibility Study)
(required action – agreement)
(staff contact – Frank Reinart)

7. EXECUTIVE SESSION
8. ADJOURNMENT

CONSENT ITEM: A

City of Mount Vernon
City Council Meeting Minutes
March 11, 2026
Police Court Campus, 1805 Continental Place

Present
Mayor Donovan
Councilmembers:
Staff:

Beaton, Daman, Hudson, Oliver, Tercero, Vander Stoep, West
Finance Director Volesky, City Attorney Rogerson, Parks and
Recreation Director Berner, City Clerk Jensen, Development
Services Director Sexton, Police Chief Christman, Fire Chief
Harris, Public Works Director Phillips, City Engineer Reinart

1. OPENING CEREMONIES
A. Mayor Donovan called the meeting to order at 7:04 p.m.
B. Mayor Donovan lead the pledge of allegiance
C. Ms. Jensen called roll of Councilmembers
2. APROVAL OF AGENDA
Councilmember Tercero moved to approve
agenda
as
presented.
Motion
seconded
Councilmember Hudson. Motion passed 7-0.

the
by

3. COMMUNITY COMMENTS






Andrea, Mount Vernon resident, thanked council for holding ward
meetings and spoke about Flock cameras.
Sage Willark, Mount Vernon resident, spoke about translation
services for Council meetings and Flock cameras.
Lars Stenseth, Mount Vernon resident, spoke about Flock
cameras.
Lynn Blackmore, Mount Vernon resident, spoke about Flock
cameras.
Gavin Birch, Skagit County resident, spoke about Flock cameras.

Mount Vernon City Council
March 11, 2026
Page 2 of 6












Ms. Myers, Mount Vernon resident, spoke about Flock cameras.
and the Senior Center
Sara Gering, Mount Vernon resident, spoke about Flock cameras.
Nikki, Mount Vernon resident, spoke about Flock cameras.
Mae, Skagit County resident, spoke about Flock cameras
Callie Lowenstein, Mount Vernon resident, spoke about Flock
cameras and safety concerns.
Lisa Ellis, Mount Vernon resident, spoke about Flock cameras
and the Senior Center
Mayor Donovan read aloud an email submitted by Mount Vernon
resident Scott Correa, commenting on using opioid funds for the
K9 program.
Harrison, Alger resident, spoke about the K9 Program.
Jack, Mount Vernon resident, spoke about Flock cameras

4. CONSENT AGENDA
A. Approval of February 25, 2026, Regular Council Meeting minutes
B. Approval of March 5, 2026, Payroll checks numbered 113315 113326, direct deposit checks numbered 111513 - 111777, and
wire transfers numbered 1544 - 1548, in the amount of
$1,618,205.51
C. Approval of March 11, 2026, Claims numbered 33160 - 33285 in
the amount of $1,032,112.34
Councilmember West moved to remove Item B and
approve the consent agenda as amended. Motion
seconded by Councilmember Vander Steop. Motion
passed 7-0.
5. REPORTS
A.

Councilmember Comments




Councilmember Vander Stoep, spoke about technology and Flock
cameras.
Councilmember Oliver thanked commenters and spoke about
Flock cameras.
Councilmember West spoke about HB6002 and suggested
cancelling the Flock contract. Kevin explained Council agenda
setting procedures, noting Council may suspend those rules and
add an item to the agenda. Council expressed their thoughts
about adding the item.
Councilmember West moved to suspend the rules for
agenda setting and add an item to discuss Flock

Mount Vernon City Council
March 11, 2026
Page 3 of 6

cameras, to the end of the agenda. Motion seconded
by Councilmember Oliver. Motion passed 6-1



Councilmember Tercero thanked attendees of the Ward 1 meeting
and made a commitment to hold more meetings.
Councilmember West spoke about Ward 1 meetings.

The meeting was adjourned into Executive Session at 8:02 p.m. for a
period of five minutes to discuss with legal counsel matters relating to
agency enforcement actions, or to discuss with legal counsel
representing the agency litigation or potential litigation to which the
agency, the governing body, or a member acting in an official capacity
is, or is likely to become, a party, when public knowledge regarding the
discussion is likely to result in an adverse legal or financial consequence
to the agency pursuant to RCW 42.30.110(1)(i). The meeting will
reconvene at 8:07 p.m.
The meeting reconvened at 8:09 p.m.
B.

Mayor’s Report
 none

6. NEW BUSINESS
A.

Approval of Resolution – Name Crosswalk in Honor of James Lippert:
Mr. Sexton read and requested approval of Resolution 1090, naming a
crosswalk located on McLean Road, north of Washington Elementary
School in honor of James “Jim” Lippert.
Denise Behrens introduced Jessica Armey, who spoke about Mr. Lippert.
A dedication ceremony will take place on Sunday, March 15, 2026.
Councilmember
Tercero
moved
to
approve
Resolution 1090, naming a crosswalk in honor of
James
“Jim”
Lippert.
Motion
seconded
by
Councilmember Daman. Motion passed 7-0.

B.

Mount Vernon Downtown Association (MVDA): Executive Director Ellen
Gamson shared the mission of MVDA and described the Main Street
approach they use. 2025 New business, business renovations, pop-up
shop, and new initiatives information were presented. Upcoming events
and projects include the Tulip Festival Street Fair, bridge construction
impact marketing campaign, and Comprehensive Plan engagement.

Mount Vernon City Council
March 11, 2026
Page 4 of 6

C.

Public Hearing and Approval of Resolution – South Village Preliminary
Plat PLAN25-0277): Ms. Lowell reviewed the South Village Preliminary
Plat PLAN25-0277 and requested its approval with Resolution 1091.
Mayor Donovan opened the closed record public hearing.
Hearing no comments, Mayor Donovan closed the public hearing
Councilmember Beaton moved to approve South
Village
Preliminary
Plat
PLAN25-0277
with
Resolution
1091.
Motion
seconded
by
Councilmember Tercero. Motion passed 7-0.

D.

Public Hearing and Approval of Resolution – 2026 Comprehensive Plan
Docket: Ms. Lowell presented Resolution 1092 approving the 2026
Comprehensive Plan Docket which contains the 2025 Comprehensive
Plan Update and Code Amendments necessary to implement the 2025
Comprehensive Plan update.
Mayor Donovan opened the public hearing.
There being no comments, Mayor Donovan closed the public hearing
Councilmember
Tercero
moved
to
approve
Resolution 1092, setting the 2026 Comprehensive
Plan Docket. Motion seconded by Councilmember
Hudson. Motion passed 7-0.

E.

Public Hearing and Presentations – 2026 Community Development Block
Grant (CDBG) Funding: Mr. Sexton provided a schedule of the grant
process and stated that this is the first of two public hearings. He
provided an overview of applications received. The following applicants
presented their requests:






F.

Laura Eberhard, Community Action of Skagit County, Family
Development Center toilet replacement $10,000
Morgan Curry, Skagit Gleaners, Food storage $55,000
Jason Wells, Skagit Friendship House, reviewed two requests 1)
funds to replace the roof at the Men’s Shelter $85,000; 2) Public
Services $56,000
Nikki Turner and Gilbert Estrada, Housing Authority of Skagit
County, President Apartments exterior painting $50,000

Public Hearing and Approval of Ordinance – Mount Vernon Municipal
Code (MVMC) Chapters 17.06, 17.73, 17.102 Accessory Dwelling Units
(ADU) : Ms. Lowell requested a six-month extension of interim ADU
regulations with Ordinance 3937. The interim regulations in the

Mount Vernon City Council
March 11, 2026
Page 5 of 6

ordinance have been updated to ensure compliance with State law.
Mayor Donovan opened the public hearing.
There being no comments, Mayor Donovan closed the public hearing.
Councilmember Vander Stoep moved to adopt
Ordinance 3937, extending the ADU regulations for
six months. Motion seconded by Councilmember
Tercero. Motion passed 7-0.
G.

Approval of Resolution – Procedures for Opioid Settlement Funds : Mr.
Rogerson reviewed the procedures for obligating opioid settlement funds
and stated that approval of Resolution 1093 the formalizes the process.
Hudson
moved
to
approve
Councilmember
Resolution 1093, establishing procedures for opioid
settlement
funds.
Motion
seconded
by
Councilmember Vander Stoep. Motion passed 7-0.

H.

Approval of Purchase – Hillcrest Park ADA/Inclusive Playground
Equipment: Ms. Berner requested approval of the purchase of
ADA/Inclusive playground equipment for Hillcrest Park.
Councilmember Daman moved to approve the
purchase of new playground equipment for Hillcrest
Park in the amount of $1,172,651.60. Motion
seconded by Councilmember Beaton. Motion passed
7-0.

I.

Approval of Agreement - HDR Engineering, Inc.: Mr. Reinart requested
approval of an agreement with HDR Engineering, Inc. for wastewater
treatment plant and collection systems consulting services.
Councilmember Vander Stoep moved to approve an
agreement with HDR Engineering, Inc. for consulting
services in the amount of
$324,735. Motion
seconded by Councilmember Tercero. Motion passed
7-0.

J.

Flock Cameras Discussion: Councilmember West proposed cancelling
the Flock Camera agreement and/or shutting off the cameras. Council
and staff discussed the HB6002, the pros and cons of Flock and Verkada
camera data use for law enforcement.

Mount Vernon City Council
March 11, 2026
Page 6 of 6

Councilmember Oliver moved to turn off all license
plate reader cameras and cover them until November
17,
2026,
when
Flock
agreement
expires.
Motion seconded by Councilmember West. Motion
failed 4-3.
7. EXECUTIVE SESSION
The meeting was adjourned into Executive Session at 10.36 p.m. for a
period of 20 minutes to discuss with legal counsel matters related to
collective bargaining sessions which are exempt under RCW
42.30.140(4)(a), Collective bargaining sessions with employee
organizations, including contract negotiations, grievance meetings, and
discussions relating to the interpretation or application of a labor
agreement; or (b) that portion of a meeting during which the governing
body is planning or adopting the strategy or position to be taken by the
governing body during the course of any collective bargaining,
professional negotiations, or grievance or mediation proceedings, or
reviewing the proposals made in the negotiations or proceedings while
in progress. And to discuss matters relating to agency enforcement
actions, or to discuss with legal counsel representing the agency
litigation or potential litigation to which the agency, the governing body,
or a member acting in an official capacity is, or is likely to become, a
party, when public knowledge regarding the discussion is likely to result
in an adverse legal or financial consequence to the agency. No final
action will be taken. The meeting will reconvene at 10:57 p.m.
8. ADJOURNMENT
The meeting reconvened and adjourned at 10:58 p.m.
Submitted by:

Becky Jensen, City Clerk

Approved: March 25, 2026

CONSENT ITEM: E
`

LEASE
THIS LEASE is made and entered into this _____ day of March, 2026 by and between
the CITY OF MOUNT VERNON, a Washington municipal corporation (hereinafter
referred to as "Landlord"), and Taste of India, LLC, a limited liability company of the
State of Washington (hereinafter referred to as "Tenant").
W I T N E S S E T H:
1. Lease Data and Exhibits.

Lease
Exhibit “A” - Legal Description; Lease
Premises, Common Areas
Exhibit “B” – Site map of Building

1.1 Date. The effective date of this Agreement shall be April 14, 2026.
1.2 Address of Premises. 420 Gates Street, Mount Vernon, WA 98273
1.3 Notices. Notices shall be addressed as follows:
Landlord:

City of Mount Vernon
Parks and Recreation Department
Department
1717 S. 13th Street
Mount Vernon, WA 98274
Attn: Parks Director

with a copy to:

City of Mount Vernon
Legal Department
910 Cleveland Ave.
Mount Vernon, WA 98273
Attn: Kevin Rogerson, City Attorney

Tenant:

Pawan Kummar Sharma and Puja Khanna
4647 Nooksack Loop
Mount Vernon, WA 98273
Attn: Puja Khanna

1.4 Term.
Commencement Date.
Expiration Date.

Lease -1 of 22

5 years
April 14, 2026
April 13, 2031

1.5 Base Monthly Rent.

$550/month (includes LHET)

1.6 Rent Adjustment.

Utilities including gas, water, sewer, and prorata Restrooms/Common Area cleaning charge
$200.00/ month

1.7 Security Deposit.

$500.00

2. Leased Premises. Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord the Premises which are a portion of the real property described on the
attached Exhibit “A”. That portion of the Property that constitutes the Premises subject
to this Lease is more particular show on the attached Exhibit “B” (hereinafter
"Premises"). Taste of India, LLC and all members pf said LLC shall each be directly,
jointly, and severally liable for all obligations of Tenant under this Lease.
3. Lease Term.
3.1 Term. Subject to the provisions of this Lease, the Term of this Lease is as
designated in Section 1.4, commencing on the Commencement Date and ending,
unless earlier terminated for default pursuant to the provisions of this Lease or pursuant
to the early termination provision in Section 25, at midnight on the Expiration Date.
3.2 Option Terms. Intentionally Omitted
3.3 Nontransferable Option. The option to extend the Term is personal to
Tenant, and may not be transferred to any assignee or sublessee of Tenant without the
express written consent of Landlord.
3.4. Security Deposit. Tenant has tendered to Landlord a security deposit in the
amount shown in Section 1.8, receipt of which is hereby acknowledged. Upon
termination of this tenancy, all or a portion of the remainder of this deposit may be
retained by the Landlord, and any refund to Tenant is conditioned as follows:
a) Tenant shall have fully performed the obligations hereunder.
b) All carpets and / or floors shall be professionally cleaned by a firm of
Landlord’s choice with costs deducted from the above deposit.
c) Tenant shall have occupied the Premises at least through the Termination
Date of the initial term or the Lease or performed the early termination duties in
Section 25.
d) Tenant shall have returned to Landlord all keys provided during tenancy.

Lease -2 of 22

e) Tenant shall have cleaned and restored the Premises to its original condition
at the commencement of this tenancy, except for normal wear and tear resulting
from ordinary use.
f) Tenant shall have remedied to Landlord’s satisfaction any damage to
Premises or furnishings.
If Tenant fails to pay rent or other charges due hereunder, or otherwise default with
respect to any provision of this Lease, Landlord may use, apply or retain all or any
portion of said deposit for the payment of any rent or other charge in default or for the
payment of any other sum to which Landlord may become obligated by reason of
Tenant's default, or to compensate Landlord for any loss or damage which Landlord
may suffer thereby. If Landlord so uses or applies all or any portion of said deposit,
Tenant shall within ten (10) days after written demand therefore deposit cash with
Landlord in an amount sufficient to restore said deposit to the full amount hereinabove
stated, and Tenant's failure to do so shall be a breach of this Lease. Landlord shall not
be required to keep said deposit separate from its general accounts. If Tenant performs
all of Tenant's obligations hereunder, said deposit or so much thereof as has not
theretofore been applied by Landlord, shall be returned, without payment of interest or
other increment for its use, to Tenant (or, at Landlord's option, to the last assignee, if
any, of Tenant's interest hereunder) after the expiration of the term hereof, or after
Tenant has vacated the Premises, whichever is later.
3.5 Business License. Tenant shall obtain a business license from the City of
Mount Vernon throughout the Lease term.
4. Base Rent - Adjustment.
4.1 Base Monthly Rent. During the Term, Tenant shall pay to Landlord the Base
Monthly Rent set forth in Section 1.5, adjusted as set forth in Section 1.6, without notice
of demand, at the address to which notices to the Landlord are to be given. Tenant
shall pay base Monthly Rent to landlord, without deduction or offset, in advance on or
before the first day of each month of the Term. Base Monthly Rent for any partial month
will be prorated.
4.2
Rent- Additional Costs- Utilities. Landlord shall not be liable for any failure
or interruption of utility service to the Premises. Tenant shall pay two hundred dollars
($200.00) additional monthly rents during the term as its pro rata share for all utilities not
separately metered and costs related to repair, supply, and maintenance and cleaning
of the common areas including the public restrooms on the Property. Tenant shall pay
all other charges related to electricity and other utilities furnished or consumed upon the
Premises during the full term of this Lease.

Lease -3 of 22

5. Taxes on Rent. The Tenant shall pay any tax upon leasing of the Premises or rents
collected, including any business and occupation or similar gross receipts tax. Monthly
Rent includes leasehold tax.
6. Late Charge. Tenant acknowledges that late payment by Tenant to Landlord of
Rent or other sums due hereunder will cause Landlord to incur costs not contemplated
by this Lease, the exact amount of which will be extremely difficult to ascertain.
Therefore, in the event Tenant fails to pay any installment of rent or any other sum due
hereunder within five days after that amount is due, Tenant shall pay to Landlord, as
additional rent, a $200 late charge. Waiver of the late charge with respect to any
installment or sum will not be deemed to constitute a waiver with respect to any
subsequent late charge that may accrue. In the event any amount so due is delinquent
for a period in excess of five days, Tenant shall pay to Landlord an additional late
charge, computed at the lesser of the rate of 10-1/2 percent per month or the maximum
rate permissible by law, upon the total amount so overdue and for each day following its
due date that the payment is delinquent. Tenant shall pay Landlord a standard charge
for each returned check based upon the amount banks is then charging.
7. Tenant’s Property. All of Tenant's personal property and trade fixtures will remain
Tenant's property, and Tenant may remove its property at any time during the Term
provided Tenant is not in default. Upon the expiration or sooner termination of this
Lease, Tenant shall remove its Tenant’s Property and any property of any party other
than Landlord from the Premises. Tenant shall repair damage to the Premises resulting
from the installation or removal of its property, and Tenant shall promptly surrender the
Premises in the condition required in Section 33. In the event of any failure by Tenant
to remove, repair, or clean the Premises as provided in this section, Tenant shall, upon
demand, reimburse Landlord for the cost of any such removal, repair, or cleaning. Any
property left on the Premises after the expiration or termination of the Term or after
Tenant's vacation or abandonment of the Premises ("Abandoned Property") will be
deemed to have been abandoned and to have become the property of the Landlord to
dispose of at Landlord's discretion. Tenant shall reimburse Landlord for any of
Landlord's court costs,
8. Maintenance and Repair.
8.1 Tenant shall, at its sole expense and as additional rent, maintain and repair
the interior of the Premises, including glass, electrical, heating and plumbing systems,
sprinkling system, floor and supports, etc., keeping them in as good order and repair as
they were at the date of commencement of the term of this Lease, damage be
accidental fire or other casualty excepted. Tenant will be required to maintain and
repair all Tenant Improvements. Tenant shall not commit or cause to be committed any
waste on the Premises. Tenant shall not knowingly commit or willfully permit to be
committed any act or thing contrary to the rules and regulations prescribed from time to
time by any lawful authority with jurisdiction over the Premises or Tenant’s business

Lease -4 of 22

including but not limited to the Skagit County Board of Health or which shall be contrary
to the laws, rules or regulations of any federal, state or municipal authority.
8.2 Landlord shall keep the foundation, roof and exterior walls of the building in
good order and repair.
8.3 Tenant shall be liable for the removal of ice and snow from the sidewalks
and parking areas in front of and about the Premises.
9. Tenant Improvements.
9.1 Landlord shall not be required to make any alterations or improvements to
the Premises.
9.2 Except for minor interior, nonstructural alterations which do not affect the
plumbing, heating, air conditioning, ventilation, electrical, and mechanical systems of
the Premises, tenant shall make no alterations to the Premises without the prior written
consent of Landlord, which consent shall not be unreasonably withheld. All alterations
or improvements made by Tenant to the Premises shall be the Property of Landlord,
and shall remain upon and be surrendered with the Premises at the termination of this
Lease. Landlord may, however, require Tenant to remove any alterations or
improvements made to Premises by Tenant. In such event, Landlord shall so state at
the time of termination whether Tenant shall be required to remove any improvements
or alterations made to Premises. Tenant may request that Landlord determine in
advance if Tenant will be required to remove the alterations or improvements it intends
to make. If removal of alterations or improvements is required by Landlord, Tenant shall
do so prior to surrendering possession of the Premises to Landlord, and repair any
damage caused to the Premises thereby, all at Tenant’s sole cost and expense. All
trade fixtures installed on the Premises by Tenant may be removed by Tenant prior to
the termination of this Lease, but upon removal Tenant shall place the Premises in as
good condition as the Premises were prior to the installation of the trade fixtures.
9.2 Funding. Tenant shall be solely responsible for providing adequate funding
for any alterations or improvements, and such alterations or improvements shall be
made without cost to Landlord.
9.3 Prevailing Wages. Tenant shall comply with applicable prevailing wage
requirements set forth in Chapter 39.12 RCW, and Section 39.04.260 RCW.
9.4 It is understood by the parties that any alteration, repair, or improvement to
the Premises may be considered to be a Public Work, as that term is defined in Section
39.04.010 RCW, and must therefore conform to local and state requirements governing
public works. Tenant shall remain responsible for complying with such requirements.

Lease -5 of 22

10. Use of Premises.
10.1 Tenant will use and occupy the Premises throughout the entire term hereof
for the purpose of operating a food service restaurant, and for no other purposes
whatsoever unless Tenant first obtains the written consent of the Landlord. By taking
possession of the Premises, Tenant has determined to its satisfaction that the Premises
can be used for that purpose. Tenant waives the right to terminate this Lease if the
Premises cannot be used for that purpose.
10.2 Tenant shall not use or occupy the Premises or the property in violation of
the certificate of occupancy issued for the Premises, and may not do, bring, or keep
anything in or about the Premises that will cause an increase of the Landlord’s
insurance premiums, or the cancellation of any insurance covering the property. If
Tenant does cause any such increase in insurance premiums, Tenant shall pay or
reimburse Landlord for the entire amount thereof without regard to whether Landlord
elects to terminate this Lease as a result of Tenant's unauthorized use of the Premises.
Tenant may not use the Premises in any manner that will constitute a waste or
nuisance, nor may Tenant do anything that will cause damage to the Property. Tenant
shall not use or occupy or permit the Premises to be used or occupied in any manner
that will violate any present or future laws, rules or regulations of any governmental
authority having jurisdiction.
11. Signs. Tenant may place and maintain in and about the leased Property such neat
and appropriate signs advertising its business as it may receive a sign permit for. Upon
the termination of this Lease, Tenant shall remove all such signs and repair any
damage to the leased property caused by the erection, maintenance, or removal of such
signs. Landlord may require that Tenant, at its sole expense, carry such general liability
insurance as Landlord may require.
12. Common Areas- Restrooms. Restrooms within the building as identified in
Exhibit “B” attached hereto shall be a common area allowing Tenant non-exclusive use
of the restrooms which shall also be open to the general public at hours which shall be
determined by Landlord at Landlord’s sole discretion. Landlord agrees to supply,
operate, and maintain the restrooms. Landlord shall provide means of access to
restrooms to Tenant for Tenant and Tenant’s customers during hours restrooms are not
open to the general public (“After Hours”). Tenant shall be responsible for security,
clean up, and maintenance to the restrooms and for providing all emergency repairs
needed to the restrooms that occur during After Hours such costs shall be considered
additional rents.
13. No Representations. Neither the Landlord nor its agents have made any
representations with respect to the building, the land upon which it is erected, or the
Premises except as expressly set forth herein, and no rights, easements or licenses are
acquired by Tenant by implication or otherwise except as expressly set forth in the
provisions of this Lease. Taking of possession of the Premises by Tenant shall be
Lease -6 of 22

conclusive evidence that Tenant accepts the same "AS IS" and that the premises were
in good condition at the time possession was taken.
14. Liens. Tenant shall keep the Premises and the real property on which the
Premises are situated free from any liens arising out of any work performed, materials
furnished or obligations incurred by Tenant. If any such liens are filed, Landlord may,
without waiving its rights and remedies for breach, and without releasing Tenant from its
obligations hereunder, require Tenant to post security in form and amount reasonably
satisfactory to Landlord or cause such liens to be released by any means Landlord
deems proper, including payment in satisfaction of the claim giving rise to the lien.
Tenant shall pay to Landlord upon demand any sum paid by Landlord to remove the
liens, together with interest from the date of payment by Landlord, at the lesser of
1-1/2 percent per month or the maximum rate permissible by law.
15. Insurance.
15.1 At all times during the term of this Lease and of any extensions hereof,
Tenant shall, at its sole cost and expense and as additional rent, maintain in full force
and effect the following insurance:
(a) Commercial General Liability with a minimum coverage of $1,000,000
payable to any one person for personal injury or death or property damage arising out of
one occurrence, with a minimum $2,000,000 general aggregate arising out of any one
occurrence;
(b) Casualty coverage (all risk, excluding earthquake and flood) insurance
covering the contents of the Premises, including all personal property, fixtures, and
Tenant improvements and trade fixtures. Such policy shall include a replacement cost
endorsement;
(c) In the event alcohol shall be sold or consumed on the Premises,
Tenant shall procure and maintain for the duration of the Lease Liquor Liability
insurance in the amount of $1,000,000 each occurrence. The City is to be named as an
additional insured on Liquor Liability insurance.
15.2 All policies of insurance required to be maintained by Tenant shall name
Tenant, the Landlord, jointly as insureds as their respective interests may appear. All
such policies of insurance shall, to the extent obtainable, provide that any loss shall be
payable to the Landlord or to the holder of any mortgage notwithstanding any act or
negligence of Tenant which might otherwise result in the forfeiture of such insurance.
15.3 All insurance required to be maintained by Tenant under this Lease shall be
effected with insurers authorized to transact business in the State of Washington, and
with a company acceptable to the Landlord. On the effective date of this Lease, and
thereafter not less than 15 days prior to the expiration dates of the existing policies
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furnished pursuant to this paragraph, certificates evidencing the required insurance
shall be delivered by Tenant to the Landlord. Within 15 days after any premium on
each such policy shall become due and payable, evidence shall be supplied to the
Landlord of such payment.
15.4 All insurance required to be maintained by Tenant shall include a ten-day
cancellation notice to Landlord, and to Landlord's mortgagee, if any.
15.5 Landlord shall be responsible only for the maintenance of fire and extended
coverage insurance or membership of a risk pool providing similar coverage on the
structure of the building of which the Premises form a part and, notwithstanding other
provisions of this paragraph, such insurance shall be solely for the benefit of Landlord
and Landlord's mortgagee, if any.
15.6 Any policy of insurance carried by either the Landlord or Tenant shall, to
the extent available, contain a waiver of subrogation clause on the part of the insurer.
Such waiver shall apply to damages to adjacent property.
16. Indemnification of Landlord.
16.1 Tenant shall indemnify, defend, protect, and hold harmless the Landlord, its
officers, officials, employees and volunteers, from and against any and all claims, suits,
demands, causes of action, liabilities or judgments (including costs and expenses
incurred in connection therewith) for deaths or injuries to persons or for loss of or
damage to property arising out of or in connection with the use and occupancy of the
Premises by Tenant, its agents, servants, employees or invitees whether or not caused
by Landlord's negligence or from the conduct of Tenant’s business, or from any activity,
work or thing done, permitted, or suffered by Tenant in or about the Premises. In the
event of any claims made or suits filed, Landlord shall give Tenant prompt written notice
thereof and Tenant shall have the right to defend or settle the same to the extent of its
interest hereunder.
16.2 Tenant, as a material part of the consideration to Landlord, hereby
assumes all risk of and waives any claims Tenant may have in respect to damage to
property or injury to persons in, upon, or about the Premises from any cause
whatsoever, except that which is caused by Landlord's gross negligence. Neither the
Landlord nor the Landlord's agents or employees shall be liable for any personal injury
or death to Tenant, its officers, agents and employees, or for any damage or loss to any
property of Tenant or of any other occupant of any part of the Premises, irrespective of
how such injury or damage may be caused, whether from action of the elements or acts
of negligence of the Landlord or occupants of adjacent properties. Tenant hereby
waives any and all immunities it now has or hereafter may obtain under the Industrial
Insurance Act, or any other worker's compensation, disability benefit, or other similar act
which would otherwise be applicable in the case of a claim by Tenant's employee.
Landlord shall not be liable for any defect in the construction or condition of the
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Premises, whether known or unknown, or for damages by storms, rain or leakage.
Furthermore, neither Landlord, nor the Landlord's agents or employees will be liable
(1) for any damage caused by quasi-public work, or (2) for consequential damage
arising out of any loss of use of the Premises or any equipment or facilities therein, by
Tenant or any person claiming through or under Tenant.
17. Limitation of Liability.
17.1 All personal property of any kind or description whatsoever in the leased
premises shall be at the Tenant's sole risk, and Landlord shall not be liable for any
damage done to, or loss of, such personal property; or for damage or loss suffered by
the business of the Tenants arising from any defects now in the Premises or hereafter
occurring therein, or due to any part or appurtenances thereof, becoming out of repair or
caused by fire, or the bursting or leaking of water, gas, sewer or steam pipes , or from
any act or neglect of employees of Landlord. Tenant agrees to defend and hold
harmless the Landlord from any and all claims for damages suffered or alleged to be
suffered.
17.2 Tenant agrees that no officer, agent, or employee of Landlord, or its
constituent entities will be personally liable for any obligations of Landlord hereunder,
and that Tenant must look solely to the interest of Landlord in the Property for
enforcement of any claim against Landlord arising hereunder.
18. Destruction of Premises. In the event the Premises are destroyed or injured by
fire, earthquake, or other casualty, then the Landlord may, at the Landlord's option,
either (a) terminate this Lease as provided herein, or (b) proceed to rebuild and restore
the Premises, or such part thereof as may be injured as aforesaid; provided, that within
90 days after such destruction or injury, Landlord shall in writing notify Tenant of
Landlord's intention to do so, and during the period of such rebuilding and restoration,
the rent shall be abated in the same ratio that that portion of the Premises rendered for
the time being unfit for occupancy shall bear to the whole of the Premises. If the
Landlord shall fail to rebuild and restore the Premises, and to notify Tenant thereof as
aforesaid, then Tenant shall have the option to terminate the Lease within 30 days,
provided written notice of Tenant's election to terminate is given to the Landlord.
18. Assignment, Subletting, and Succession.
18.1 Tenant may not assign or sublet this Lease or the Premises, or any part
thereof, without first obtaining Landlord's written consent. This Lease is not assignable
by operation of law. If Tenant is a corporation, any transfer of this Lease by merger,
consolidation, or liquidation or any change in ownership, or power to vote the majority of
the outstanding voting stock of Tenant, constitutes assignment for the purposes of this
section. If Tenant is a partnership or proprietorship, a transfer of a controlling interest in
such partnership or proprietorship constitutes an assignment for the purposes of this
section.
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18.2 If Tenant at any time desires to assign this Lease or to sublet the Premises,
it must first notify the Landlord in writing and offer Landlord the right to recapture all or
any part of the Premises which Tenant desires to sublet or assign. Landlord has the
option, which may be exercised within 60 days from the date of receipt of notice, to
require Tenant to execute an assignment to Landlord of this Lease or a sublease to
Landlord of the Premises (or such portion of either as Tenant desires to sublet or
assign, as the case may be) with the right of Landlord to assign or sublet to anyone. If
Landlord exercises this option and such assignment or sublease is at or above the
rental rate specified in this Lease, then Tenant will be released from all further liability
hereunder from and after the effective date of the assignment or sublease, with respect
to the portion of the Premises subject thereto. If Landlord does not exercise its option to
recapture within 60 days from the date of receipt of notice, then Tenant may thereafter
assign this Lease or sublet the Premises as proposed, provided that Landlord has
consented in writing thereto. No inaction by Landlord in connection with its rights under
this Section 18.2 will constitute an approval of a proposed assignment or sublease.
Whether or not Landlord shall grant consent to an assignment or subletting, Tenant
shall pay Landlord the reasonable legal fees Landlord incurs to review the proposal.
18.3 If Landlord at any time in writing consents to the assignment of this Lease
or to the subletting of the whole or any part of the demised Premises, such assignment
or sublease shall be in writing and shall be subject to the following conditions:
(a) That neither such assignment nor sublease nor the acceptance of rent
by the Landlord from such assignee or subtenant shall relieve, release or in any manner
affect the liability of Tenant for the performance of all terms, covenants and conditions
of this Lease, including but not limited to payment of all rent or additional rent.
(b) That the said assignee or subtenant by an instrument in writing and in
recordable form shall assume and agree to observe and perform all of the agreements,
conditions, covenants and terms of this Lease on the part of Tenant to be kept,
observed and performed, and shall be and become jointly and severally liable with
Tenant for the nonperformance of this Lease.
(c) That a duplicate original of such instrument of assignment or sublease
and assumption shall be delivered to the Landlord as soon as such assignment or
sublease and assumption shall have been executed and delivered.
(d) Any subtenant of a portion only of the Premises shall agree to assume
the same obligations toward Tenant as Tenant has toward the Landlord for the area
sublet.
(e) That no further or additional assignment or sublease shall be made,
except upon compliance with and subject to all of the provisions of this paragraph.

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18.4 The Landlord shall have the right, without selling its fee interest in the
leased property, to assign at any time from time to time this Lease and/or all or a portion
of the rents payable hereunder to persons, firms, corporations, trusts or other entities
designated by the Landlord in a written notice to Tenant, and in any such case Tenant
shall pay the net rent, subject to the terms of this Lease, to the Landlord's designee at
the address mentioned in any such notice for the period covered by such assignment.
19. Subordination. This Lease is subject to and is hereby subordinated to the lien of
all existing and future mortgages, deeds of trust and other encumbrances affecting the
Premises or the property of which said premises are a part. Although no instrument or
act on the part of Tenant shall be necessary to effectuate such subordination, Tenant
agrees, nevertheless, to execute and deliver such further instruments subordinating this
Lease to the lien of any such mortgage or deed of trust as may be reasonably
requested by the mortgagee. Tenant hereby appoints the Landlord his attorney-in-fact,
irrevocably, to execute and deliver any such instrument for Tenant.
20. Attornment. Tenant shall in the event of the sale or assignment of Landlord's
interest in the building of which the Premises form a part, attorn to the purchaser and
recognize such purchaser as the Landlord under this Lease thereafter.
21. Landlord's Financing. Tenant agrees to negotiate in good faith with Landlord at
any time, and from time to time, to make such changes in the terms and conditions of
this Lease as may be reasonably required to secure financing in connection with the
acquisition, development, extension or future improvement of the Landlord's adjacent
properties.
22. Compliance with Law. Tenant shall use the Premises in accordance with all
statutes, ordinances, and regulations of any governmental entity having jurisdiction.
23. Tenant's Default.
23.1 The occurrence of any one or more of the following events constitutes a
default under this Lease by Tenant:
(a) If Tenant shall be in default of the performance of any covenants,
conditions, or provisions of this Lease, other than the covenants for the payment of rent,
where such failure continues for a period of 30 days after written notice is given by
Landlord; provided that if the nature of Tenant's obligations is such that more than
30 days are reasonably required for cure, Tenant will not be in default if Tenant
commences to cure within 30 days of Landlord's notice and thereafter diligently pursues
completion and completes performance within a reasonable time.
(b) If Tenant shall be adjudged a bankrupt, make a general assignment
for the benefit of creditors, or take the benefit of any insolvency act, or if a permanent
receiver and trustee in bankruptcy shall be appointed for Tenant's property and such
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appointment is not vacated within 30 days (for these purposes the "Tenant" shall mean
Tenant who is then in possession of the Premises);
(c) If the Premises becomes vacant or deserted for a period of 30 days;
(d) If this Lease shall be assigned or the Premises sublet other than in
accordance with the terms of this Lease and such default is not cured within 20 days
after written notice to Tenant;
(e) If Tenant shall fail to make any payment of Rent when due, or failure
to make any other payment required hereunder when due, when that failure is not cured
within five days after mailing of written notice thereof by the Landlord; or
(f) If Tenant shall fail to comply with the same Lease term or covenant on
three occasions during the Term, even if such breach is cured within the applicable cure
period.
23.2 If any of the above events of default are not cured within the period stated
above, then Landlord may immediately or at any time thereafter and without further
notice or demand, terminate the lease, and/or re-enter into and upon the Premises or
any part thereof and take possession of the same, fully and absolutely without such reentry working a forfeiture of the rents to be paid or of the covenant or covenants to be
performed by Tenant and any guarantors for the full term of this Lease, lease or
sublease the premises or any part thereof on such terms and conditions and for such
rents and for such period of time as the Landlord may elect, and after crediting the rent
actually collected by the Landlord for such reletting against the rental stipulated to be
paid under this Lease by Tenant, collect from Tenant any balance due on the rent
reserved under this Lease, plus all additional costs to Landlord of reletting the premises.
Tenant shall pay any such deficiency each month as the amount thereof is ascertained
by Landlord, without the necessity of separate enforcement proceedings. Upon
termination, all damages shall become due.
23.3 Tenant agrees to pay as additional rent any and all sums which may
become due by reason of the failure of Tenant to comply with all the covenants of this
Lease and any and all damages, costs and expenses which Landlord may suffer or
incur by reason of any default of Tenant, or failure on Tenant's part to comply with all
the covenants of this Lease and each of them, and also any and all damages to the
Premises caused by any act or neglect of Tenant.
23.4 Nothing in this paragraph shall be deemed to require the Landlord to give
Tenant any notice, other than such notice as may be required by statute, prior to the
commencement of any unlawful detainer action for nonpayment of any rent, it being
intended that the five-day notice is only for the purpose of creating a conditional
limitation hereunder pursuant to which this Lease shall terminate.

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23.5 If any event of default shall occur under this Lease as specified in
subparagraph 23.1 above, Landlord shall, in the alternative have the right, at its
election, at any time, to recover from Tenant the amount by which the rent and charges
equivalent to rent reserved herein for the balance of the term shall exceed the
reasonable rental value of the leased property for the same period.
23.6 Without in any way limiting the above remedies in the event of default, if
Tenant shall default in the performance of any covenant or condition in this Lease
required to be performed by Tenant, Landlord may at its option and upon 20 days
written notice to Tenant, or without notice if in the Landlord's opinion an emergency
exists, perform such covenant or condition for the account and at the expense of
Tenant. If Landlord shall incur any such expense to remedy a default, Tenant shall
reimburse the Landlord for all sums paid to effect such cure, together with interest at the
rate of 12 percent per annum and reasonable attorney's fees. Should Tenant, pursuant
to this Lease, become obligated to reimburse or otherwise pay the Landlord any sum of
money under this provision, the amount thereof shall be deemed additional rent and
may, at the option of the Landlord, be added to any subsequent installment of rent due
and payable under this Lease, and Landlord shall have all the remedies for default in
payment of rent provided for otherwise in this section. The provisions of this paragraph
shall survive the termination of this Lease.
23.7 The statement of specific remedies as set forth above is not exclusive, and
the Landlord shall, at its option, have available any and all other remedies for default
available to it under the laws of the State of Washington.
24. Landlord's Default. Landlord will not be in default unless Landlord fails to perform
an obligation within 30 days after notice by Tenant, which notice must specify the
alleged breach; provided that if the nature of Landlord's obligation is such that more
than 30 days are reasonably required for cure, then Landlord will not be in default if
Landlord commences to cure within 30 days of Tenant's notice and thereafter diligently
pursues completion and completes performance within a reasonable time.
25. Early Termination. After 60 days written notice to Landlord, Tenant may terminate
this Lease at the end of one year after the Commencement Date of the lease term or at
the end of the third year after the Commencement Date upon condition that Tenant
provide Landlord an early termination payment of one thousand five hundred dollars
($1500.00) which sum shall be due within 60 days prior to termination.
26. Access.
26.1 Landlord may enter the Premises at all times to inspect; provide services
required hereunder; post notices of nonresponsibility; determine Tenant's compliance
with the provisions of this Lease; or alter, improve, or repair the Premises or any other
portion of the property, all without being deemed a constructive eviction. Any person or
persons who may have an interest in the purpose of the Landlord's visit may
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accompany Landlord. Landlord has the right to use any and all means that Landlord
deems proper to open doors and gates in an emergency in order to obtain entry to the
Premises.
26.2 Nothing herein shall imply any duty upon the Landlord to do any work which
under any provision of this Lease Tenant may be required to perform, and the
performance thereof by the Landlord shall not constitute a waiver of Tenant's default.
The Landlord shall not in any event be liable for inconvenience, annoyance,
disturbance, loss of business, or other damage to Tenant or the subtenants or
assignees of Tenants by reason of making such repairs or the performance of any such
work in or on the leased property, or on account of bringing materials, supplies, and
equipment into or through the leased property during the course of such work, and the
obligations of Tenant under this Lease shall not thereby be affected in any manner.
27. Right to Show Property. Tenant shall permit inspection of the Premises by or on
behalf of prospective purchasers of said premises, during business hours, at any time
during the Lease term or any extension thereof. During the two months prior to the
expiration of the term of this Lease or of any extension hereof, if the renewal option has
not been exercised, Tenant shall permit inspection of the Premises during reasonable
hours by or on behalf of prospective tenants and Landlord shall have the right to display
"For Rent" signs on the Premises.
28. Notices. Any notice required or permitted hereunder must be in writing and will be
effective upon the earlier of personal delivery or three days after being mailed by
certified mail, return receipt requested, addressed to Tenant or to Landlord at the
address for that party designated in Section 1 of this Lease. Either party may specify a
different address for notice purposes by written notice to the other, except that Landlord
may in any event use the Premises as Tenant’s address for notice purposes.
29. Eminent Domain. The following rules shall govern the rights and duties of the
parties in the event of interference with the occupancy of the property by Tenant by right
of eminent domain or private purchase in lieu thereof:
29.1 If the whole of the Premises shall be taken for any public or quasi-public
use under any statute or by right of eminent domain, or by private purchase in lieu
thereof, then this Lease shall automatically terminate as of the date that title shall be
taken. If more than 25 percent of the leased area shall be so taken and if the taking
renders the remainder thereof unusable for the purposes for which the premises were
leased, then the Landlord and Tenant shall each have the right to terminate this Lease
on 30 days notice to the other given within 90 days after the date of such taking.
29.2 If any part of the Premises shall be so taken and this Lease shall not
terminate, then the base rental shall be equitably apportioned according to the space so
taken, and the Landlord shall, at its own cost and expense, restore the remaining
portion of the Premises to the extent necessary to render it reasonably suitable for the
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purposes for which it was leased, and shall make all repairs to the building of which the
Premises form a part to the extent necessary to constitute the building a complete
architectural unit; provided, that such work shall not exceed 1/20th of the proceeds of its
condemnation award.
29.3 All compensation awarded or paid upon such a total or partial taking of the
leased property shall belong to and be the property of the Landlord without any
participation by Tenant; provided, however, that nothing contained herein shall be
construed to preclude Tenant from prosecuting any claim directly against the
condemning authority for the cost of removal of the stock, trade fixtures, furniture and
other personal property belonging to Tenant; provided, however, that no such claim
shall diminish or otherwise affect the Landlord's award or award of any mortgagee of the
fee interest, if any.
30. Vacation of Premises - Holding Over. Upon written notice from Landlord given at
any time prior to the expiration of the Term, Tenant shall promptly vacate the Premises
on or before the last day of the Term, leaving the Premises as described in Section 33.
If Tenant holds over after the expiration or earlier termination of the Term without the
express written consent of Landlord, Tenant will be a Tenant at sufferance only and
otherwise subject to the terms, covenants, and conditions herein specified, insofar as
applicable, except that Base Monthly Rent will equal the greater of Landlord’s schedule
Base Monthly Rent for the Premises, or 150 percent of the Base Monthly Rent in effect
of upon the date of such expiration or termination. Tenant shall also pay its share of
then current Additional Rent, prorated on a daily basis. Acceptance by Landlord of Rent
after the expiration of the Term or earlier or termination thereof will not result in a
renewal of this Lease. The foregoing provisions of this section are in addition to and do
not affect Landlord’s right of re-entry or any other rights of Landlord hereunder or as
otherwise provided by law. Tenant hereby indemnifies and agrees to hold harmless
Landlord from all loss, injury, or liability arising from Tenant’s failure to surrender the
Premises upon the expiration or termination of this Lease.
31. Brokers. Tenant warrants that it has had no dealings with any real estate broker or
agent in connection with the negotiation of this Lease, and that it knows of no other real
estate broker or agent who is or might be entitled to a commission in connection with
this Lease. If Tenant has dealt with any other person or real estate broker with respect
to leasing or renting space in the Property, Tenant shall be solely responsible for the
payment of any fee due to that person or firm, and Tenant shall indemnify and hold
Landlord harmless from and against any liability in respect thereof.
32. Successors and Assigns. Except as otherwise provided in this Lease, all of the
covenants, conditions, and provisions of this Lease are binding upon and inure to the
benefit of the parties and their respective heirs, personal representatives, successors,
and assigns. If Landlord sells or otherwise conveys its title to the Property, then, after
the effective date of such sale or conveyance, Landlord will have no further liability
under this Lease to Tenant except as to matters of liability which have accrued and are
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unsatisfied as of the date of sale or conveyance, and Tenant must seek performance
solely from Landlord’s purchaser or successor in title. Landlord’s successor will have all
rights of Landlord hereunder.
33. Surrender of Premises. The voluntary or other surrender of this Lease by Tenant,
or a mutual cancellation thereof, shall not work a merger, and will, at the option of the
Landlord, operate as an assignment to it of any or all subleases. Tenant shall on the
last day of the Lease term, or upon the sooner termination of the term, peaceably and
quietly surrender the Premises to the Landlord and all the alterations and additions
thereto, broom clean, in as good condition as it was at the beginning of the term of the
Lease, reasonable wear and tear excepted. Any of Tenant's property not removed by
Tenant upon surrender of the Lease shall become the property of the Landlord. The
delivery of keys to any employee of Landlord or to Landlord's agent or any employee
thereof shall not be sufficient to constitute a termination of this Lease or a surrender of
the Premises.
34. Performance by Tenant. Except as otherwise expressly provided hereunder, all
covenants and agreements to be performed by Tenant under this Lease will be
performed by Tenant at Tenant’s sole cost and expense and without any abatement of
Rent. If Tenant fails to pay any sum of money owed to any party other than Landlord for
which Tenant is liable hereunder, or if Tenant fails to perform any other act on its part to
be performed hereunder, and such failure continues for ten days after notice thereof by
Landlord, Landlord may, without waiving or release Tenant form its obligations, make
any such payment or perform any such other act to be made or performed by Tenant.
Tenant shall pay Landlord, on demand, all sums so paid by Landlord and all necessary
incidental costs, together with interest thereon at the lesser of 10-1/2 percent per month
or the maximum rate permissible by law, from the date of such payment by Landlord.
35. Americans with Disabilities Act. Within ten days after receipt, Tenant shall
advise Landlord in writing, and provide Landlord with copies of (as applicable): (a) any
notices alleging violation of the Americans with Disabilities Act of 1990 (“ADA”) relating
to any portion of the Premises; (b) any claims made or threatened in writing regarding
noncompliance with the ADA and relating to any portion of the Premises; or (c) any
governmental or regulatory actions or investigations instituted or threatened regarding
noncompliance with the ADA and relating to any portion of the Premises.
36. Identification of Tenant. If more than one person executes this Lease as Tenant:
(a) each of them is jointly and severally liable for performing all of the terms of this
Lease to be performed by Tenant; and (b) the term “Tenant” as used in this Lease
means and includes each of them jointly and severally. The act of or notice from, or
notice or refund to or signature of any one or more of them, with respect to the tenancy
of this Lease, including, but not limited to, any renewal, extension, expiration,
termination, or modification of this Lease, is binding upon each and all of the persons
executing this Lease as Tenant with the same force and effect as if each and all of them
had so acted or so given or received such notice or refund or so signed.
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37. Execution Required. Submission of this instrument for examination or signature
by Tenant does not constitute a reservation of or option for lease and is not effective as
a lease or otherwise until execution by and delivery to both Landlord and Tenant.
38. Time of Essence. Time is of the essence of this Lease and of every provision
hereof.
39. Quiet Enjoyment. Tenant, on performing all the covenants and conditions hereof,
shall, at all times during the demised term, peaceably and quietly have, hold, and enjoy
the leased property, provided, however, that no eviction of Tenant for any reason
whatever, after the Landlord shall have conveyed the fee of the leased property, shall
be construed as a breach of this covenant, and no action therefor shall be brought
against the Landlord.
40. Covenants Real. Every covenant in this Lease shall be deemed and treated to be
a covenant real running with the Premises during the term hereof, and shall extend to
the heirs, legal representatives, successors and assigns of the parties. No change in
the Landlord's ownership of the premises, or rights to the rents payable hereunder,
however accomplished, shall operate to enlarge the obligations or reduce the rights of
Tenant. No change in the Landlord's ownership in the premises shall be binding upon
Tenant for any purpose until Tenant shall have been given notice thereof.
41. Prior Agreements. This Lease contains all of the agreements of the parties with
respect to any matter covered or mentioned in this Lease, and no prior agreement, letter
of intent or understanding pertaining to any such matter will be effective for any
purpose. No oral modification of, or amendment to, this Lease shall be effective;
however, this Lease may be modified or amended by a written agreement signed by
both parties to this Lease.
42. Recording. Neither party may record this Lease, nor any memorandum thereof,
without the prior written consent of the other party.
43. Severability. Any provision of this Lease which proves to be invalid, void, or illegal
will in no way affect, impair, or invalidate any other provision hereof, and such other
provisions will remain in full force and effect.
44. Applicable Law and Venue. This Lease is made pursuant to and shall be
construed in accordance with the laws of the State of Washington. Landlord and
Tenant hereby agree that venue of any action relating to this Lease will be in Skagit
County, Washington.
45. Hazardous Substances. Tenant shall not generate, handle, store, or dispose of
any Hazardous Substance on, under, or in the Premises, the Property, or the real
property upon which the Premises are situated. As used herein, the term “Hazardous
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Substance” means any hazardous , toxic, or dangerous substance, waste, or material,
which is or becomes regulated under any federal, state, or local statute, ordinance, rule,
regulation, or other law now or hereafter in effect pertaining to environmental protection,
contamination, or cleanup. Tenant agrees to hold harmless, protect, indemnify, and
defend Landlord from and against any damage, loss, claim, or liability resulting from any
breach of this covenant, including any attorneys’ fees and costs incurred. This
indemnity will survive the termination of this Lease, whether by expiration of the Term or
otherwise.
46. Possession. Tenant shall be entitled to possession of the Premises as of the
Commencement Date of this Lease.
47. Other Documents. Each party undertakes to execute such additional or other
documents as may be required to fully implement the intent of this agreement.
48. Paragraph Headings, Gender, and Number. Paragraph headings are not to be
construed as binding provisions of this Lease; they are for the convenience of the
parties only. The masculine, feminine, singular and plural of any word or words shall be
deemed to include and refer to the gender and number appropriate in the context.
49. Counterparts. This Lease may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
50. Nonwaiver of Breach. The failure of the Landlord to insist upon strict performance
of any of the covenants and agreements of this Lease, or to exercise any option herein
conferred in any one or more instances, shall not be construed to be a waiver or
relinquishment of any such rights, or any other covenants or agreements, but the same
shall be and remain in full force and effect.
51. Construction. Nothing contained herein shall create the relationship of principal
and agent or of partnership or of joint venture between the parties hereto, and neither
the method of computation of rent nor any other provision contained herein shall be
deemed to create any relationship between the parties hereto other than the
relationship of Landlord and Tenant.
52. Attorney’s Fees, Costs. In any action brought to enforce any provision of this
Lease, including actions to recover sums due or for the breach of any covenant or
condition of this Lease, or for the restitution of the Premises to the Landlord or eviction
of Tenant during the term or after expiration thereof, the substantially prevailing party
shall be entitled to recover from the other party all reasonable costs and reasonable
attorney's fees incurred, including, without limitation, the fees of accountants,
appraisers, and other professionals, at trial, on appeal, or without resort to suit..

Lease -18 of 22

IN WITNESS WHEREOF the parties have hereunto set their hands on the day and year
first above written.
LANDLORD:
CITY OF MOUNT VERNON

TENANT:

By
Peter Donovan, Mayor

By

Attest:

By _________________________
D/B/A Taste of India
Its____________________

Becky Jensen, City Clerk
Department Director
Approved as to form:
Kevin Rogerson, City Attorney

Lease -19 of 22

D/B/A Taste of India
Its____________________

EXHIBIT “A”
PROPERTY LEGAL DESCRIPTION
THAT PORTION OF LOT 4, BLOCK 5, “MAP OF MOUNT VERNON, GATES 1ST AND
2ND ADDITIONS TO MOUNT VERNON,” AS PER PLAT RECORDED IN VOLUME 2
OF PLATS, PAGE 98, RECORDS OF SKAGIT COUNTY, WASHINGTON,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 4; THENCE EASTERLY
ALONG THE NORTH LINE THEREOF, 25 FEET AND 2 INCHES, MORE OR LESS,
TO THE CENTER OF THE EAST WALL OF THE BUILDING LOCATED ON THE
PROPERTY BEING HEREIN DESCRIBED; THENCE SOUTHERLY ALONG THE
CENTER OF SAID WALL TO A POINT ON THE SOUTH LINE OF SAID LOT 4, WHICH
IS 24 FEET AND 10 INCHES, MORE OR LESS, EAST OF THE SOUTHWEST
CORNER THEREOF; THENCE WESTERLY ALONG SAID SOUTH LINE TO THE
SOUTHWEST CORNER OF LOT 4; THENCE NORTHERLY ALONG THE WEST LINE
OF LOT 4 TO THE POINT OF THE BEGINNING.
SITUATE IN THE CITY OF MOUNT VERNON, COUNTY OF SKAGIT, STATE OF
WASHINGTON.
LEASED PREMISES
TENANT shall have exclusive possession of four hundred (470) square feet and the
adjoining storage area within the building identified on the site map identified as Exhibit
“B” attached hereto located upon the property legally described above subject to the
terms and conditions of the Lease Agreement.
COMMON AREA-PUBLIC RESTROOMS
TENANT shall have non-exclusive possession of the public restroom area within the
building identified on the site map identified as Exhibit “B” attached hereto located upon
the property legally described above subject to the terms and conditions

Lease -20 of 22

EXHIBIT “B”

Lease -21 of 22

Lease -22 of 22

CONSENT ITEM: F

CONSENT ITEM: G

MEETING DATE: March 25, 2026
SUBJECT: Professional Service Agreement EMS Billing System Design West
PRESENTER: Chief Bryan Harris Consent Agenda

RECOMMENDED ACTION: Staff recommends council approve Mayor to sign the service agreement with
System Desgin West as the partner agency to provide EMS billing services.

EXECUTIVE SUMMARY: The Mount Vernon Fire Department currently contracts with Quick Med Claims
(QMC) to provide EMS billing services for ambulance transports. Staff have evaluated a proposed
agreement with Systems Design West (SDW) to determine whether a transition would improve financial
oversight, contract protections, and long-term billing performance.
Based on staff review of contract terms, billing costs, and collection performance data, transitioning to
Systems Design West would provide the City with improved transparency, predictable administrative
costs, and stronger reporting tools to monitor EMS revenue.

APPLICABLE DEPARTMENTAL REVIEW:
Legal: ☒

H.R.: ☐

Fire: ☒

D.S.: ☐

Finance: ☒

Police: ☐

Parks: ☐

Library: ☐

I.T.: ☐

ATTACHMENTS: Please see the provided contract and executive summary

City Council
Executive Summary – EMS Billing Services Contract Review
Proposed Transition from Quick Med Claims to Systems Design West
Overview
The Mount Vernon Fire Department currently contracts with Quick Med Claims (QMC) to
provide EMS billing services for ambulance transports. Staff have evaluated a proposed
agreement with Systems Design West (SDW) to determine whether a transition would
improve financial oversight, contract protections, and long-term billing performance.
Based on staff review of contract terms, billing costs, and collection performance data,
transitioning to Systems Design West would provide the City with improved transparency,
predictable administrative costs, and stronger reporting tools to monitor EMS revenue.

EMS Billing Cost Comparison
Using FY25 transport volume as a reference point:
FY25 Ambulance Transports: 4,034
Vendor

Annual Cost Monthly Average

Quick Med Claims

$113,407

$9,451

Systems Design West $103,996

$8,666

Estimated Annual Savings: $9,410
Systems Design West uses a flat per-transport billing fee, allowing the City to better
forecast administrative costs. The current Quick Med Claims agreement uses a
percentage-based fee tied to collections, which can fluctuate with revenue levels.

EMS Collection Performance
Analysis of EMS billing data shows the following:
•

Total EMS charges: $4,112,876

•

Payments received: $1,606,379

•

Net collection rate: 69.79%

Comparable EMS agencies report net collection rates between 86% and 92%.
While collection performance is influenced by several factors, this comparison suggests
there may be opportunities to improve billing performance through enhanced reporting,
oversight, and claim management.
Even a modest 5% improvement in collection performance could represent
approximately $200,000 in additional annual revenue recovery.

Sources
•
•
•
•

City of Mount Vernon EMS Billing Data (FY25)
Quick Med Claims Contract (2019)
System Design West Professional Services Agreement (2025)
EMS Collection Rate Comparison Report, System Design West (2025)

Preparation Note:
This document was prepared by the Mount Vernon Fire Department. Analytical support
tools, including AI-assisted drafting, were utilized to organize and summarize information.
All data, analysis, and conclusions were reviewed and verified by City staff.

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") is made and entered into this
day of M a r c h ,
2026 (Effective Date) by and between, City of Mount Vernon (“Provider”) having its principal location at
910 Cleveland Ave, Mount Vernon WA, 98273
and Systems Design West, LLC a Delaware limited liability
company having its principal place of business located at 19265 Powder Hill Place NE Poulsbo, Washington
98370 hereinafter referred to as the (“Consultant”). Collectively the Provider and the Consultant shall be
known as the “PARTIES”.
RECITALS:
(a)
Agreement”,

WHEREAS, the Provider and the Consultant desire to enter into a “Professional Services

(b)
NOW, THEREFORE, in consideration for the mutual obligations contained herein the
Provider and the Consultant, each intending to be legally bound by this agreement, hereby mutually covenant
and agree as follows:
1. SCOPE OF SERVICES. The Consultant shall provide to the Provider specific services related to the billing and
payment processing of EMS patient transport services that are provided to the general public by the Provider.
The following Scope of Services shall be incorporated into this contract as general services performed by the
Provider and the Consultant under this agreement.
1.1
The Provider, with assistance from Consultant, shall apply for Provider Status or updated Status
with Medicare, Medicaid, and all public and private insurances which will be billed as a part of this Scope of
Services. The Provider is responsible for informing the Consultant of any subsequent changes that necessitate
updates (e.g. changing an Authorized Official) so that Consultant may complete its duties. The Provider shall
assist the Consultant to obtain the necessary certifications, numbers and documentation needed for
Consultant to provide the services identified in sections 1.2 and 1.3 below, obtain and maintain credentials
for payer websites that require vendor access to be given only through a Provider representative and
facilitate access for the Consultant’s representatives. Provider may not share its NPI number with another
medical billing entity without written acknowledgement and approval from Consultant. The Provider agrees
to furnish and assist the Consultant with the following:
(a)
The Provider agrees to provide a complete and legible “PCR” (Patient Care Report) to the Consultant
including patient name, address and pertinent billing and insurance information from the field, including a
copy of the patient signature for authorization of benefits and responsibility for payment, authorizing billing
of Medicare, Medicaid and any insurance the patient is a subscriber to. The original patient signature must
be maintained by the Provider and made available to the Consultant and/or insurance payers upon request.
The amounts to be billed will be determined by the Provider in the form of a resolution or ordinance to be
incorporated into this agreement as an attachment exhibit. Any subsequent increases to established fees
must be communicated to the Consultant, in writing, prior to the submission of affected PCRs. “Automatic”
annual increases should be communicated in writing as dollar amounts for confirmation each year. PCRs must
be sent using a NEMSIS compliant XML format, or an additional fee may be charged.
1

(b)
The Provider agrees to furnish the Consultant with hospital ER forms (face/admit sheets) with
demographic and insurance information attached to the PCR if requested by Consultant. Copies of any
payments made directly to the Provider will be forwarded to the Consultant for accounting purposes in a
timely manner. The Provider agrees to generate any refund checks due to overpayments identified by the
Consultant directly to the payer to which the refund is due, based on detailed information provided by the
Consultant. The Provider shall provide additional information as may be required by insurance companies or
other agencies in order to facilitate the Consultant’s obligations to the Provider.
(c)
The Provider agrees to furnish to the Consultant to be made part of this agreement as an
attachment: resolutions pertaining to this Scope of Services; specific write off policies; collections
procedures; rates and fees to be charged by the Provider and administered by Consultant as part of the Scope
of Services performed under this agreement. Provider agrees to inform Consultant of any subsequent
changes to these documents in writing in advance of when the new policies, procedures and/or rates take
effect.
(d)
The Provider agrees to complete registration with Consultant’s vendors as applicable for Consultant
to be able to fulfill its obligations to Provider. Such vendors may include e-payment and merchant services
portal, remote deposit capture services, and clearinghouse registration.
1.2
Upon receipt of the PCRs from the Provider, the Consultant shall: set up a patient account in
Consultant’s proprietary software application and create a patient record; perform claim submissions,
including follow up statements and any necessary rebilling of EMS patient transport services provided by the
Provider to the subscriber’s medical insurances, Medicare, Medicaid and any and all known secondary
insurance providers; produce and forward CMS 1500 forms and/or electronic medical claims; produce and
mail an initial invoice and subsequent statements to all private patient accounts on behalf of the Provider;
file any applicable appeals to insurance payers and/or Medicare and Medicaid on behalf of the patient if
necessary to pursue the claim. Provider shall maintain a system to reconcile the number of PCRs sent to
Consultant monthly.
1.3
The Consultant shall: receive at its facilities all payments (except those directly deposited into the
Provider’s account by insurances and Medicare/Medicaid via EFT) Explanations of Benefits and Electronic
Remittance Advices; account for all payments; deposit all funds directly into the Provider’s “deposit only”
account; forward deposit information to the Provider within 24 hours of such deposit; initiate and forward
refund information and adjustments made on behalf of the patient’s account to the Provider. The Consultant
shall provide to the Provider a minimum of four (4) standard reports each month including: a) Aged Accounts
Receivable b) Month End Summary c) Annual Collection Statistics d) Transaction Journal. These reports will
include information related to amounts billed, amounts collected and uncollected, insurance and
Medicare/Medicaid allowable and disallowable. For payments and remittances that are wholly electronic
portal-based, Provider shall grant access to Consultant’s representatives as needed for various payer portals.
1.4
The Consultant shall provide live customer service to Provider’s patients via toll free phone numbers
to answer patient billing questions Monday through Friday from 8:00am through 6:00 pm, Pacific Standard
Time (except Federal holidays).
2

1.5
The Consultant shall provide all labor, materials and equipment necessary to perform the work
specified in the above scope of services. The Consultant is responsible for ensuring any subcontractor or
vendor agencies are fully licensed and qualified to perform such work. For subcontracted payment processing
and merchant services, Consultant is responsible for ensuring subcontractor or vendor maintains PCI
compliance, and that the vendor or Consultant must be able to provide a PCI compliance certificate to
Provider annually, at most.
Additional services: Additional services not specified in this Scope of Services (e.g. transferred
1.6
accounts, non-routine auditing, targeted trainings, paper PCRs) may be added for an additional fee agreed
upon in writing.
1.7
Parties acknowledge that despite best efforts, billing errors may occur from time to time. Each party
will promptly notify the other party of the discovery of a billing error unless the error is found by the
Consultant and corrected without consequence to Provider. Consultant’s sole obligation in the event of a
billing error will be to correct the error, at no cost to the Provider, by making the appropriate changes to the
information in its system, posting a refund if appropriate, and rebilling the underlying claim if permissible.
2. FEES, EXPENSES, & PAYMENT. Providers will receive a monthly invoice. For and in consideration of the
services provided by the Consultant identified above, the Provider shall pay to the Consultant an amount not
to exceed $25.00 per transport. A $20.00 surcharge applies to open accounts transferred to Consultant for
additional processing.
In addition, the Provider will pay actual postage at current USPS postage rates for patient invoices,
statements, and Certified Mail PCS requests per the Scope of Services performed under this agreement.
Provider shall remit payment for services rendered under this agreement to the Consultant within 30 days
from receipt of Consultant’s monthly invoice to the Provider. Progress invoices may be sent if there are
significant delays in PCR receipt from the Provider. A $50.00 minimum applies to all invoices. Price
adjustments may occur from time to time, no more than annually, and with written notification from
Consultant at least 90 days in advance. If the Provider does not send a billable transport within 12 months of
the effective date of this Agreement, Consultant will invoice Provider $1,000.00 for enrollment services. If
the Provider requires new enrollment services for any reason, such as lapsed enrollments or creation of a
new legal entity, re-enrollment services shall result in a $1,000.00 charge.
3. PAYMENT OF TAXES. The Consultant shall be liable for any and all federal, state, and local sales, excise
taxes and assessments as a result of the payment for services rendered under this agreement.
4. TERM OF AGREEMENT. The Consultant shall commence the work called for in this agreement on the date
of the agreement and perform such work uninterrupted and automatically renew upon the anniversary date
unless the agreement is terminated by either party (see Section 7). This agreement may be amended by the
parties upon mutual agreement of terms and conditions with the acknowledgement of an amendment to the
Professional Services Agreement to be signed by both parties of the agreement.

3

5. SCHEDULE OF ATTACHMENT EXHIBITS. The following attachments are acknowledged by the parties and
made part of this Agreement.
1.
2.
3.
4.

Rates to be charged per transport [to be provided by the Provider]
Billing & Collection Policies to be administered [to be provided by the Provider]
Consultant’s Certificate of Liability Insurance
Business Associate Agreement, signed by both parties

6. INDEPENDENT CONSULTANT STATUS. The Consultant performs this Agreement as an independent
Consultant, not as an employee of Provider. Nothing herein contained shall be deemed or construed by the
parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or
of joint venture between the parties hereto, it being understood and agreed that neither method of
computation of payment nor any other provision contained herein nor any acts of the parties hereto, shall
be deemed to create any relationship between the parties hereto other than the relationship of Provider and
an independent Consultant.
7. TERMINATION. Either party may terminate this agreement with a minimum of 90 days’ written notice to
the other party. The Consultant shall upon termination by either party provide 60 days of follow up service
to the outstanding patient accounts including posting payments, making deposits, and two (2) months of
follow up reports to the Provider. Consultant shall deliver and document the return of all documentation in
Consultants possession as applicable.
8. INSURANCE. The Consultant shall maintain statutory minimum Worker's Compensation or Labor and
Industry insurance as required by the laws of any state or country in which Services are performed. The
Consultant will provide and make as part of this agreement as an attachment, a certificate of liability
insurance with a minimum amount of commercial general liability of $ 1,000,000 per occurrence and an
aggregate of $ 2,000,000 and maintain such insurance for the duration of this agreement. The Consultant
shall provide an annual updated Certificate of Insurance to the Provider upon the policy expiration date. The
Consultant shall provide notice to the Provider in the event the policy is cancelled or terminated for any
reason prior to the policy expiration date.
9. END USER SOFTWARE LICENSE & CONFIDENTIAL INFORMATION. The term "CONFIDENTIAL INFORMATION
AND SOFTWARE" shall mean: (i) any and all Information and proprietary software which is disclosed or
provided by either party ("OWNER OF THE INFORMATION") to the other ("RECIPIENT") verbally,
electronically, visually, or in a written or other tangible form which is either identified or should be reasonably
understood to be confidential or proprietary; and (ii) Confidential Information may include, but not be limited
to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques,
marketing plans, strategies, forecasts, client lists, employee information, and financial information,
confidential information concerning Provider and Consultant’s business or organization, as the parties have
conducted it or as they may conduct it in the future. In addition, Confidential Information may include
information concerning any of past, current, or possible future products or methods, including information
about research, development, engineering, purchasing, manufacturing, accounting, marketing, selling,
leasing, and/or software (including third party software).
4

9.1 TREATMENT OF CONFIDENTIAL INFORMATION. Provider's Confidential Information shall be treated as
strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those
third parties operating under non-disclosure provisions no less restrictive than in this Section and who have
a justified business "need to know". Provider shall protect the deliverables resulting from Services with the
same degree of care. This agreement imposes no obligation upon the Parties with respect to Confidential
Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or
was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt
from Provider; (b) is or becomes generally known to the public without violation of this Agreement; (c) is
obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of
confidentiality; (d) is independently developed by Recipient without the participation of individuals who have
had access to the Confidential Information; or (e) is required to be disclosed by court order or applicable law,
provided notice is promptly given to the Provider and provided further that diligent efforts are undertaken
to limit disclosure.
9.2 CONFIDENTIALITY AND DISCLOSURE OF PATIENT INFORMATION. Use and Disclosure of Protected Health
Information. The parties hereto agree that in order for the Consultant to perform its duties as expected by
the Provider, it will be necessary for the Consultant to use and disclose Protected Health Information (“PHI”),
as such term is defined at 45 CFR §164.501. The parties of this agreement further acknowledge and make
part of this agreement as an attachment to this agreement a “Business Associate Agreement” to be
maintained and updated whenever applicable by either party of this agreement.
9.3 PERMITTED AND REQUIRED USES AND DISCLOSURE OF PHI. The Parties hereto agree that the Consultant
may use and disclose PHI in order to carry out any Payment function covered under the definition of
“Payment” contained in 45 CFR §164.501. The Parties hereto further agree that the Consultant may use or
disclose PHI for any use or disclosure that is required by law.
10. INDEMNITY. Each Party ("INDEMNIFYING PARTY") shall indemnify and hold the other Party
("INDEMNIFIED PARTY") harmless against any third party claim, including costs and reasonable attorney's
fees, in which the Indemnified Party is named as a result of the negligent or intentional acts or failure to act
by the Indemnifying Party, its employees or agents, while performing its obligations hereunder, which result
in death, personal injury, or tangible property damage. This indemnification obligation is contingent upon
the Indemnified Party providing the Indemnifying Party with prompt written notice of such claim,
information, all reasonable assistance in the defense of such action, and sole authority to defend or settle
such claim.
Provider further agrees to indemnify the Consultant and hold it harmless for any third-party claims for
ground transport services provided by the Provider and billed by the Consultant to a patient. The Provider
hereby agrees to reimburse the Consultant for any damages it incurs as a result of those claims and to
reimburse it for its reasonable attorneys’ fees and costs associated with defending itself against those
third-party actions.
10.1 Notwithstanding any other provision of this agreement, no party shall be liable for (a) any special,
indirect, incidental, punitive, or consequential damages, including loss of profits or business arising from or
5

related to the services or other deliverables hereunder or a breach of this agreement, even if such party has
been advised of the possibility of such damages; or (b) any damages (regardless of their nature) for any delay
or failure by a party to perform its obligations under this agreement due to any cause beyond the such party's
reasonable control.
10.2 Notwithstanding any other provision of this agreement, the Consultant’s liabilities under this agreement
under any theory of liability, whether based in contract law, tort law, negligence (active or passive), product
liability, indemnification or otherwise shall be limited to the direct damages recoverable by the Provider
under law not to exceed one times the aggregate amount of fees paid by the Provider to Consultant for the
services or other deliverables that gave rise to the claim or that are otherwise the subject of such claim in
the one (1) year period preceding the event giving rise to the claim.
11. SURVIVABILITY. The terms of Section 9 and 10 shall survive termination of this Agreement. If the Parties
have executed a separate agreement that contains confidentiality terms prior to or contemporaneously with
this Agreement, those separate confidentiality terms shall remain in full force to the extent they do not
conflict. The “Business Associate Agreement” has terms incorporated to establish the continuance of
covenants for the parties to disclose PHI for the continued operations of “Payment”.
12. WARRANTIES AND REPRESENTATIONS. Each party warrants that it has the right and power to enter into
this Agreement and an authorized representative has executed this Agreement. Consultant warrants that the
Services will be performed in a professional and workmanlike manner in accordance with recognized industry
standards. To the extent Services provided by Consultant are advisory; no specific result is assured or
guaranteed. Consultant EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESSED OR IMPLIED.
13. NOTICE. Any notice, demand, request, consent, approval, or other communication that either party
desires or is required to give to the other party related to any of the content of this agreement shall be
presented in writing and served personally or sent by prepaid, first class mail to the addresses set forth below.
Either party may change its address by notifying the other party of its change of address in writing.
Provider:

City of Mount Vernon

910 Cleveland Ave

Mount Vernon, WA 98273

Consultant:

Systems Design West, LLC
19265 Powder Hill Pl NE
Poulsbo, WA 98370

14. NONWAIVER. No modification to this Agreement nor any failure or delay in enforcing any term, exercising
any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by
both parties. No delay or omission of the right to exercise any power by either party shall impair any such
right or power, or be construed as a waiver of any default or as acquiescence therein. One or more waivers

6

of any covenant, term or condition of this Agreement by either party shall not be construed by the other
party as a waiver of a subsequent breach of the same covenant, term or condition.
15. APPLICABLE LAW. The laws of the State of Washington shall govern the construction, validity,
performance and enforcement of this Agreement. Venue as to any action, claim, or proceeding arising out
of, or based upon this Agreement, including, but not limited to, any action for declaratory or injunctive relief,
shall be the appropriate court in the State of Washington.
16. CONFLICT OF INTEREST. The Consultant covenants, warrants and represents that the Consultant or any
employees of Consultant has no interest and shall not acquire any interest, direct or indirect, which would
conflict in any manner with the subject matter or the performance of this Agreement. The Consultant further
covenants, warrants and represents that in the performance of this Agreement, no person having any such
interest shall be employed by the Consultant in the future.
17. ASSIGNMENT. This Agreement may be assigned by Consultant. Provider may assign this Agreement
directly or by operation of law with the prior written consent of Consultant, which shall not be unreasonably
withheld.
18. ENTIRE AGREEMENT. This Agreement and any schedules, appendices, attachments and exhibits attached
hereto sets forth all of the covenants, promises, agreements, conditions and understandings between the
parties hereto, and there are no covenants, promises, agreements, conditions or understandings, either oral
or written, between them other than as herein set forth. Except as herein otherwise expressly provided, no
contemporaneous or subsequent agreement, understanding, alteration, amendment, change or addition to
this Agreement, or any schedule, appendix, exhibit or attachment thereto shall be binding upon the parties
of this Agreement hereto unless reduced to writing and signed by both parties. This Agreement constitutes
a final, complete and exclusive statement of the agreement between the parties and supersedes any prior
Agreements on the Effective Date.
The Parties hereby agree to all of the above terms, conditions, covenants and have executed this Agreement
by a duly authorized representative.

SINGATURES ON FOLLOWING PAGE

7

Date:
City of Mount Vernon
“Provider”
By:
Print: Peter Donovan
Title: Mayor
Attest:
__________________________________
Becky Jensen, City Clerk
Approved as to form:
__________________________________
Kevin Rogerson, City Attorney
Date:
Systems Design West, LLC
“Consultant”
By:
Print:
Title:

8

Business Associate Agreement
Between City of Mount Vernon and Systems Design West, LLC
This Business Associate Agreement (“Agreement”) between City of Mount Vernon (“Covered Entity”) and
Systems Design West, LLC (“Business Associate”) is executed to ensure that Systems Design West, LLC will
appropriately safeguard protected health information (“PHI”) and personally identifiable information (“PII”) that is
created, received, maintained, or transmitted on behalf of the City of Mount Vernon in compliance with applicable
federal, state, and local statutes, regulations, rules and policies—including but not limited to, the provisions of Public
Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F
– Administrative Simplification, Sections 261, et seq., as amended (“HIPAA”), and with the Public Law 111-5 of
February 17, 2009, known as the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D – Privacy,
Sections 13400, et seq., the Health Information Technology and Clinical Health Act, as amended (the “HITECH Act”).
A.

General Provisions
1. Meaning of Terms. The terms used in this Agreement shall have the same meaning as those terms
defined in HIPAA.
2. Regulatory References. Any reference in this Agreement to a regulatory section means the section
currently in effect or as amended.
3. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with HIPAA.

B.

Catch-all Definition
The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules:
Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum
Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security
Incident, Subcontractor, Unsecured Protected Health Information, and Use.
Specific definitions:
(a) Business Associate. “Business Associate” shall generally have the same meaning as the term “business
associate” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean Systems Design
West, LLC.
(b) Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at
45 CFR 160.103, and in reference to the party to this agreement, shall mean the City of Mount Vernon.
(c) HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules
at 45 CFR Part 160 and Part 164.

C.

Obligations of Systems Design West, LLC
Systems Design West, LLC agrees to:

9

1. Use appropriate safeguards and comply, where applicable, with the HIPAA Security Rule with respect to
electronic protected health information (“e-PHI”) and electronic personally identifiable information (“ePII”) as well as implement appropriate physical, technical and administrative safeguards to prevent use
or disclosure of PHI and PII other than as provided for by this Agreement;
2. Report to the Covered Entity any use or disclosure of PHI and PII not provided for by this Agreement of
which it becomes aware, including any security incident (as defined in the HIPAA Security Rule) and any
breaches of unsecured PHI and PII as required by 45 CFR §164.410. Breaches of unsecured PHI and PII
shall be reported to the Covered Entity and affected parties without unreasonable delay but in no case
later than 30 days after discovery of the breach;
3. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that
create, receive, maintain, or transmit PHI and PII on behalf of Systems Design West, LLC agree to the
same restrictions, conditions, and requirements that apply to Systems Design West, LLC with respect to
such information;
4. Make PHI and PII in a designated record set available to the Covered Entity and to an individual who has
a right of access in a manner that satisfies the Covered Entity’s obligations to provide access to PHI and
PII in accordance with 45 CFR §164.524 within 30 days of a request;
5. Make any amendment(s) to PHI and PII in a designated record set as directed by the Covered Entity, or
take other measures necessary to satisfy the Covered Entity’s obligations under 45 CFR §164.526;
6. Maintain and make available information required to provide an accounting of disclosures to the Covered
Entity or an individual who has a right to an accounting within 60 days and as necessary to satisfy the
Covered Entity’s obligations under 45 CFR §164.528.
7. To the extent that Systems Design West, LLC is to carry out any of the Covered Entity’s obligations under
the HIPAA Privacy Rule, Systems Design West, LLC shall comply with the requirements of the Privacy Rule
that apply to the Covered Entity when it carries out that obligation;
8. Make its internal practices, books, and records relating to the use and disclosure of PHI and PII received
from, or created or received by Systems Design West, LLC on behalf of the Covered Entity, available to
the Secretary of the Department of Health and Human Services for purposes of determining Systems
Design West, LLC and the Covered Entity’s compliance with HIPAA and the HITECH Act;
9. Restrict the use or disclosure of PHI and PII if the Covered Entity notifies Systems Design West, LLC of any
restriction on the use or disclosure of PHI and PII that the Covered Entity has agreed to or is required to
abide by under 45 CFR §164.522; and
10. If the Covered Entity is subject to the Red Flags Rule (found at 16 CFR §681.1 et seq.), Systems Design
West, LLC agrees to assist the Covered Entity in complying with its Red Flags Rule obligations by: (a)
implementing policies and procedures to detect relevant Red Flags (as defined under 16 CFR §681.2); (b)
10

taking all steps necessary to comply with the policies and procedures of the Covered Entity’s Identity
Theft Prevention Program; (c) ensuring that any agent or third party who performs services on its behalf
in connection with covered accounts of the Covered Entity agrees to implement reasonable policies and
procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting the
Covered Entity of any Red Flag incident (as defined by the Red Flag Rules) of which it becomes aware, the
steps it has taken to mitigate any potential harm that may have occurred, and provide a report to the
Covered Entity of any threat of identity theft as a result of the incident.
11. Comply with all current rules and regulations pertaining to the OIG Compliance Program for ambulance
suppliers and special bulletin regarding LEIE recommended screening of employees and any
subcontractors.
D.

Permitted Uses and Disclosures by Systems Design West, LLC
Systems Design West, LLC may use or disclose PHI and PII as required by law and consistent with the
Minimum Necessary standard—specifically, the use and disclosure of PHI and PII will be limited to the
minimum necessary for accomplishing the intended purpose of the use and disclosure. The specific uses and
disclosures of PHI and PII that may be made by Systems Design West, LLC on behalf of the Covered Entity
include:
1. The preparation of invoices to patients, carriers, insurers and others responsible for payment or
reimbursement of the services provided by the Covered Entity to its patients;
2. Preparation of reminder notices and documents pertaining to collections of overdue accounts;
3. The submission of supporting documentation to carriers, insurers and other payers to substantiate the
healthcare services provided by the Covered Entity to its patients or to appeal denials of payment for the
same; and
4. Other uses or disclosures of PHI and PII as permitted by HIPAA necessary to perform the services that
Systems Design West, LLC has been engaged to perform on behalf of the Covered Entity.

E.

Termination
1. The Covered Entity may terminate this Agreement if the Covered Entity determines that Systems Design
West, LLC has violated a material term of this Agreement.
2. If either party knows of a pattern of activity or practice of the other party that constitutes a material
breach or violation of the other party’s obligations under this Agreement, that party shall take
reasonable steps to cure the breach or end the violation, as applicable, and, if such steps are
unsuccessful, terminate the Agreement if feasible.
3. Upon termination of this Agreement for any reason, Systems Design West, LLC shall return to the
Covered Entity or destroy all PHI and PII received from the Covered Entity, or created, maintained, or
11

received by Systems Design West, LLC on behalf of the Covered Entity that Systems Design West, LLC still
maintains in any form. Systems Design West, LLC shall retain no copies of the PHI and PII. If return or
destruction is infeasible, the protections of this Agreement will extend to such PHI.
Agreed to on this date:
Systems Design West, LLC

City of Mount Vernon

Signature:

Signature:

Name:

Name: Peter Dovovan

Title:

Title: Mayor

Date:

Date:

Attest:
__________________________________
Becky Jensen, City Clerk
Approved as to form:
__________________________________
Kevin Rogerson, City Attorney

12

CONSENT ITEM: H

CONSENT ITEM: I

NEW BUSINESS ITEM: A

NEW BUSINESS ITEM: B

NEW BUSINESS ITEM: C




Dd/E'd͗DĂƌĐŚϮϱ͕ϮϬϮϲ
^h:d͗

<ƵůƐŚĂŶdƌĂŝů>ŝŐŚƚŝŶŐWŚĂƐĞϯ͖džĞĐƵƚĞΘWƌŽĨĞƐƐŝŽŶĂů^ĞƌǀŝĐĞƐŐƌĞĞŵĞŶƚǁŝƚŚ
dƌĂŶƐƉŽ'ƌŽƵƉ͕/ŶĐ͘

WZ^EdZ͗

&ƌĂŶŬZĞŝŶĂƌƚ


ZKDDEd/KE͗
^ƚĂĨĨƌĞĐŽŵŵĞŶĚƐŝƚLJŽƵŶĐŝůĂƵƚŚŽƌŝnjĞƚŚĞDĂLJŽƌƚŽĞdžĞĐƵƚĞĂŶƌĐŚŝƚĞĐƚƵƌĂůΘŶŐŝŶĞĞƌŝŶŐ;ΘͿ
ƉƌŽĨĞƐƐŝŽŶĂůƐĞƌǀŝĐĞƐĂŐƌĞĞŵĞŶƚǁŝƚŚƚŚĞdƌĂŶƐƉŽ'ƌŽƵƉ͕/ŶĐ͘ƚŽƉƌŽǀŝĚĞĐŝǀŝůĞŶŐŝŶĞĞƌŝŶŐĚĞƐŝŐŶ͕
ĞŶǀŝƌŽŶŵĞŶƚĂů͕ůŝŵŝƚĞĚƌĞĂůĞƐƚĂƚĞ͕ĂŶĚĐŽŶƐƚƌƵĐƚŝŽŶŵĂŶĂŐĞŵĞŶƚƐĞƌǀŝĐĞƐĨŽƌƚŚĞ<ƵůƐŚĂŶdƌĂŝů>ŝŐŚƚŝŶŐ
WŚĂƐĞϯWƌŽũĞĐƚ͘

yhd/s^hDDZz͗
dŚĞŝƚLJŽĨDŽƵŶƚsĞƌŶŽŶ;ŝƚLJͿŝƐĞŶŐĂŐĞĚƚŽĐŽŵƉůĞƚĞƚŚĞĚĞƐŝŐŶͬƉƌĞůŝŵŝŶĂƌLJĞŶŐŝŶĞĞƌŝŶŐƐƚĂŐĞŽĨƚŚĞ
<ƵůƐŚĂŶdƌĂŝů>ŝŐŚƚŝŶŐWŚĂƐĞϯƉƌŽũĞĐƚĚƵƌŝŶŐϮϬϮϲ͘dŚĞƉƌŽƉŽƐĞĚŝŵƉƌŽǀĞŵĞŶƚƐƚŽƚŚĞ<ƵůƐŚĂŶdƌĂŝů͕
ďĞƚǁĞĞŶŝƚƐŝŶƚĞƌƐĞĐƚŝŽŶƐǁŝƚŚEŽƌƚŚ>ĂǀĞŶƚƵƌĞZŽĂĚĂŶĚEŽƌƚŚϯϬ ƚŚ^ƚƌĞĞƚŝŶĐůƵĚĞƉĞĚĞƐƚƌŝĂŶͲƐƚLJůĞ
ůŝŐŚƚŝŶŐ͕ƵŶĚĞƌŐƌŽƵŶĚƉŽǁĞƌ͕ĂŶĚƐĞĐƵƌŝƚLJĐĂŵĞƌĂĂŵĞŶŝƚŝĞƐ͘
dŚĞŝƚLJŽĨDŽƵŶƚsĞƌŶŽŶ;ŝƚLJͿǁĂƐĂǁĂƌĚĞĚĂĨĞĚĞƌĂůƚƌĂŶƐƉŽƌƚĂƚŝŽŶŐƌĂŶƚĨƌŽŵƚŚĞdƌĂŶƐƉŽƌƚĂƚŝŽŶ
ůƚĞƌŶĂƚŝǀĞƐŐƌĂŶƚƉƌŽŐƌĂŵ͘dŚŝƐƉƌŽŐƌĂŵĂǁĂƌĚƐĨĞĚĞƌĂůƚƌĂŶƐƉŽƌƚĂƚŝŽŶĨƵŶĚŝŶŐƚŽƉƌŽũĞĐƚƐƉƌŝŽƌŝƚŝnjĞĚ
ĂŶĚƉƌŽŐƌĂŵŵĞĚďLJƚŚĞ^ŬĂŐŝƚŽƵŶĐŝůŽĨ'ŽǀĞƌŶŵĞŶƚƐ;^K'ͿĂƐŽƵƌƌĞŐŝŽŶĂůͲůĞǀĞůDĞƚƌŽƉŽůŝƚĂŶ
WůĂŶŶŝŶŐKƌŐĂŶŝnjĂƚŝŽŶƐƵƉƉŽƌƚŝŶŐƚƌĂŶƐƉŽƌƚĂƚŝŽŶƉƌŽũĞĐƚƐ͘
dŚĞŝƚLJƉƵďůŝĐůLJĂĚǀĞƌƚŝƐĞĚĂZĞƋƵĞƐƚĨŽƌYƵĂůŝĨŝĐĂƚŝŽŶƐ;Z&YͿƚŚƌŽƵŐŚƚŚĞ^ŬĂŐŝƚsĂůůĞLJ,ĞƌĂůĚĂŶĚƚŚĞ
ĂŝůLJ :ŽƵƌŶĂůŽĨ ŽŵŵĞƌĐĞŽŶ KĐƚŽďĞƌ Ϯϴ͕ EŽǀĞŵďĞƌ ϰ͕ ĂŶĚ EŽǀĞŵďĞƌ ϭϮ͕ϮϬϮϱ͘ dŚĞ ĂĚǀĞƌƚŝƐĞŵĞŶƚ
ƌĞƋƵŝƌĞĚƐƵďŵŝƐƐŝŽŶŽĨĂ^ƚĂƚĞŵĞŶƚŽĨYƵĂůŝĨŝĐĂƚŝŽŶƐ;^KYͿĨŽƌƉƌĞůŝŵŝŶĂƌLJƌĞǀŝĞǁďLJŝƚLJƐƚĂĨĨƚŽĚĞǀĞůŽƉ
ĂƐŚŽƌƚůŝƐƚŽĨĐĂŶĚŝĚĂƚĞƐĨŽƌƐƵďƐĞƋƵĞŶƚŝŶƚĞƌǀŝĞǁ͘&ŝŶĂůƐĞůĞĐƚŝŽŶŽĨƚŚĞŝƚLJ͛ƐƉƌĞĨĞƌƌĞĚĐĂŶĚŝĚĂƚĞǁĂƐ
ďĂƐĞĚŽŶŝŶƚĞƌǀŝĞǁƐĐŽƌŝŶŐďLJĂƉĂŶĞůŽĨƚŚƌĞĞŝƚLJƐƚĂĨĨ͕ĂůŽŶŐǁŝƚŚƉĂƌƚŝĐŝƉĂƚŝŽŶĂŶĚĐŽŶĐƵƌƌĞŶĐĞďLJĂ
ƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨt^Kd>ŽĐĂůWƌŽŐƌĂŵƐ͘
KŶĞ^KYǁĂƐƌĞĐĞŝǀĞĚďLJĂƚĞĂŵůĞĚďLJƚŚĞdƌĂŶƐƉŽ'ƌŽƵƉ͕/ŶĐ͘ůƚŚŽƵŐŚĨĞǁĞƌƐƵďŵŝƐƐŝŽŶƐƚŚĂŶƚŚĞ
ƚŚƌĞĞͲĐĂŶĚŝĚĂƚĞ ŵŝŶŝŵƵŵ ŝŶƚĞƌǀŝĞǁ ƐŚŽƌƚůŝƐƚ ĂƉƉƌŽǀĞĚ ďLJ ƚŚĞ >' DĂŶƵĂů͕ t^Kd >ŽĐĂů WƌŽŐƌĂŵƐ
ĂƉƉƌŽǀĞĚƚŚĞƐŵĂůůĞƌĐĂŶĚŝĚĂƚĞƉŽŽů͘ŶŝŶƚĞƌǀŝĞǁďLJĂƉĂŶĞůŽĨŝƚLJƐƚĂĨĨǁĂƐŚĞůĚĚƵƌŝŶŐ:ĂŶƵĂƌLJϮϬϮϲ͘

^ĐŽƌŝŶŐĨŽƌƚŚĞƐĞůĞĐƚŝŽŶŝŶƚĞƌǀŝĞǁƐŝŶĞĂĐŚĐĂƚĞŐŽƌLJďĞůŽǁƐƵŵƐƚŚĞŝŶĚŝǀŝĚƵĂůƐĐŽƌĞƐŽĨƚŚĞĨŽƵƌŝƚLJ^ƚĂĨĨ
ƉĂŶĞůŝƐƚƐ͘ƐŶŽƚĞĚƉƌĞǀŝŽƵƐůLJ͕ĂƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨt^Kd>ŽĐĂůWƌŽŐƌĂŵƐƉĂƌƚŝĐŝƉĂƚĞĚŝŶƚŚĞŝŶƚĞƌǀŝĞǁ
ĂŶĚĐŽŶĐƵƌƌĞĚǁŝƚŚƚŚĞƐĐŽƌŝŶŐŽƵƚĐŽŵĞ͕ďƵƚĚŝĚŶŽƚƉƌŽǀŝĚĞƐĐŽƌĞƐ͘
&ŝƌŵEĂŵĞ

WƌĞƐĞŶƚĂƚŝŽŶ

/ŶƚĞƌǀŝĞǁ ŝƐĐƌĞƚŝŽŶ dŽƚĂů;ϰϰϬ
;dŚƌĞĞ
;ϰͲϰϬͿ
ŵĂdžͿ
YƵĞƐƚŝŽŶƐͿ
;ϯͲϮϰϬͿ

Qual/Exp WƌŽƉŽƐĞĚ
Regulatory
dĞĂŵ
PM/Team ĞůŝǀĞƌLJ ZĞĂĚŝŶĞƐƐ Experience
(4-40)
(4-40)
^ƚƌĂƚĞŐLJ
;4-40Ϳ
;4-40Ϳ

dƌĂŶƐƉŽ
'ƌŽƵƉ

ϯϬ

ϯϬ

ϯϯ

ϯϭ

ϮϬϬ

ϯϱ

ϯϱϵ


ĂƐĞĚŽŶŝŶƚĞƌǀŝĞǁƐĐŽƌŝŶŐĂŶĚůŝŵŝƚĞĚĐĂŶĚŝĚĂƚĞƉŽŽů͕ƚŚĞdƌĂŶƐƉŽ'ƌŽƵƉ͕/ŶĐ͘ǁĂƐƐĞůĞĐƚĞĚĂƐƚŚĞ
ƉƌĞĨĞƌƌĞĚĐŽŶƐƵůƚĂŶƚ͘
ƐĂĞƌƚŝĨŝĞĚŐĞŶĐLJĂƉƉƌŽǀĞĚďLJt^KdƚŽƌĞĐĞŝǀĞĨĞĚĞƌĂůƚƌĂŶƐƉŽƌƚĂƚŝŽŶĨƵŶĚŝŶŐ͕ƚŚĞŝƚLJŽĨDŽƵŶƚ
sĞƌŶŽŶ ŝƐ ƌĞƋƵŝƌĞĚ ƚŽ ƵƐĞ t^KdͲĂƉƉƌŽǀĞĚ ƉƌŽĨĞƐƐŝŽŶĂů ƐĞƌǀŝĐĞƐ ĂŐƌĞĞŵĞŶƚ ĨŽƌŵƐ ƚŽ ĐŽŵƉůLJ ǁŝƚŚ
ĂƉƉůŝĐĂďůĞ ĨĞĚĞƌĂů ĐŽĚĞƐ ĂŶĚ ƌĞŐƵůĂƚŝŽŶƐ͘  dŚĞ ƌĞƋƵŝƌĞŵĞŶƚƐ ĂŶĚ ƉƌŽĐĞĚƵƌĞƐ ĨŽƌ ĂĚŵŝŶŝƐƚĞƌŝŶŐ ĨĞĚĞƌĂů
ƚƌĂŶƐƉŽƌƚĂƚŝŽŶĂŝĚĂƌĞĞƐƚĂďůŝƐŚĞĚŝŶt^Kd͛Ɛ>ŽĐĂůŐĞŶĐLJ'ƵŝĚĞůŝŶĞƐ;>'DĂŶƵĂůͿ͘dŚĞ>'DĂŶƵĂů
ĂůƐŽĞƐƚĂďůŝƐŚĞĚƉƌŽĐĞĚƵƌĞƐĂŶĚƌĞƋƵŝƌĞŵĞŶƚƐĨŽƌĂĚǀĞƌƚŝƐŝŶŐ͕ƐĞůĞĐƚŝŶŐ͕ŶĞŐŽƚŝĂƚŝŶŐ͕ĂŶĚĐŽŶƚƌĂĐƚŝŶŐΘ
ƉƌŽĨĞƐƐŝŽŶĂů ƐĞƌǀŝĐĞƐ ƚŽ ĞŶƐƵƌĞ ĐŽŵƉůŝĂŶĐĞ ǁŝƚŚ Ăůů ĂƉƉůŝĐĂďůĞ ĨĞĚĞƌĂů ƐƚĂƚƵƚĞƐ ĂŶĚ ƌĞƋƵŝƌĞŵĞŶƚƐ͕ ŝŶ
ĂĚĚŝƚŝŽŶƚŽƚŚŽƐĞŽĨƚŚĞ^ƚĂƚĞŽĨtĂƐŚŝŶŐƚŽŶ͘
dŚĞĂƚƚĂĐŚĞĚƉƌŽĨĞƐƐŝŽŶĂůƐĞƌǀŝĐĞƐĂŐƌĞĞŵĞŶƚŚĂƐďĞĞŶĚĞǀĞůŽƉĞĚƵƐŝŶŐt^Kd͛Ɛ>ŽĐĂůŐĞŶĐLJΘ
WƌŽĨĞƐƐŝŽŶĂů^ĞƌǀŝĐĞƐŽƐƚWůƵƐ&ŝdžĞĚ&ĞĞŽŶƐƵůƚĂŶƚŐƌĞĞŵĞŶƚĨŽƌŵ͘
t^Kd>ŽĐĂůWƌŽŐƌĂŵƐƌĞǀŝĞǁĞĚƚŚĞĨŝŶĂůĂŐƌĞĞŵĞŶƚĚƌĂĨƚĂƚƚĂĐŚĞĚƚŽƚŚŝƐŵĞŵŽƌĂŶĚƵŵ͕ĂŶĚƉƌŽǀŝĚĞĚ
ƚŚĞŝƌĐŽŶĐƵƌƌĞŶĐĞǁŝƚŚƚŚĞĞdžĞĐƵƚŝŽŶŽĨƚŚĞĂŐƌĞĞŵĞŶƚŽŶDĂƌĐŚϭϴ͕ϮϬϮϲ͘
dŚŝƐƉƌŽĨĞƐƐŝŽŶĂůƐĞƌǀŝĐĞƐĂŐƌĞĞŵĞŶƚŝƐĂǁĂƌĚĞĚǁŝƚŚĂĐŽŶƚƌĂĐƚĞĚŶŽƚͲƚŽͲĞdžĐĞĞĚƚŽƚĂůŽĨΨϱϭ͕ϵϬϰ͘Ϯϭ͘

WW>/>WZdDEd>Zs/t͗
>ĞŐĂů͗‫܈‬
&ŝŶĂŶĐĞ͗‫܆‬





,͘Z͗͘‫܆‬

&ŝƌĞ͗‫܆‬

͘^͗͘‫܆‬

WŽůŝĐĞ͗‫܆‬

WĂƌŬƐ͗‫܆‬

>ŝďƌĂƌLJ͗‫܆‬

/͘d͗͘‫܆‬

dd,DEd^͗
>ŽĐĂůŐĞŶĐLJΘWƌŽĨĞƐƐŝŽŶĂů^ĞƌǀŝĐĞƐŽƐƚWůƵƐ&ŝdžĞĚ&ĞĞŽŶƐƵůƚĂŶƚŐƌĞĞŵĞŶƚĂŶĚdžŚŝďŝƚƐ

Local Agency A&E Professional Services
Cost Plus Fixed Fee Consultant Agreement
Agreement Number:
Firm/Organization Legal Name (do not use dba’s):

Address

Federal Aid Number

UBI Number

Federal TIN or SSN Number

Execution Date

Completion Date

1099 Form Required

Federal Participation

Yes

No

Yes

No

Project Title

Description of Work

–

Yes

No DBE Participation

Total Amount Authorized:

Yes

No MBE Participation

Management Reserve Fund:

Yes

No WBE Participation

Yes

No SBE Participation

Maximum Amount Payable:

Index of Exhibits
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J

Scope of Work
DBE Participation
Preparation and Delivery of Electronic Engineering and Other Data
Prime Consultant Cost Computations
Sub-consultant Cost Computations
Title VI Assurances
Liability Insurance Increase
Alleged Consultant Design Error Procedures
Consultant Claim Procedures

Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

Agreement Number:
Page 1 of 14

THIS AGREEMENT, made and entered into as shown in the “Execution Date” box on page one (1) of this
AGREEMENT, between the
hereinafter called the “AGENCY,” and the “Firm / Organization Name” referenced on page one (1) of this
AGREEMENT, hereinafter called the “CONSULTANT.”

,

WHEREAS, the AGENCY desires to accomplish the work referenced in “Description of Work” on page one (1)
commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide
the necessary SERVICES; and
WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating
the AGENCY.
NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein,
or attached and incorporated and made a part hereof, the parties hereto agree as follows:

I.

General Description of Work

necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor,
SERVICES as designated elsewhere in this AGREEMENT.

II. General Scope of Work
hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed
utilizing performance based contracting methodologies.

III. General Requirements
All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall
receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or
individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress,

notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit “A.”
The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will
outline in written and graphical form the various phases and the order of performance of the SERVICES in
The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws,
rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under
this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State
of Washington.

Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

Page 2 of 14

V.

Payment Provisions

The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT
as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES
www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits
“D” and “E” and by this reference made part of this AGREEMENT.
Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the
and direct non-salary costs.
Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals,
professional, technical, and clerical personnel for the time they are productively engaged in work necessary
direct salary costs billed to the AGENCY.
Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such
on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall
be made at the ICR rates shown in attached Exhibits “D” and “E” of this AGREEMENT. Total
ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT
AGREEMENT, when accumulated with all other Actual Costs.
“E”, attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime

ICR schedule. It shall also be used for the computation of progress payments during the following year
and
sent to Email: [email protected].
Failure to supply this information by either the prime CONSULTANT or any of their
shall
is received and an overhead rate for billing purposes is approved.

sub-consultants

rate, if they so desire.
CONSULTANT.
These charges may include, but are not limited to, the following items: travel, printing, long distance
telephone, supplies, computer charges and fees of sub-consultants. Air or train travel will be reimbursed
only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall
comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs)

under this AGREEMENT.
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

Agreement Number:
Page 4 of 14

enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may
include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated
and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported
in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not
Section IX entitled “Termination of Agreement.”

for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any
“

Work.”

6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the
CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this
AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and
the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in
Section XIII, “
Work.” No minimum amount payable is guaranteed under this AGREEMENT.
B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of
Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings
listing for each item including Direct (RAW) Labor, Direct Non-Salary, and allowable ICR Costs to which will
be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for
CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of
recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work
on the PROJECT at the time of the interview.
C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made
contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related
the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have
the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that
the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect
to such claims.
The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time

Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

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D. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection
payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon
these records with the following exception: if any litigation, claim or audit arising out of, in connection with,
or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and
accounts shall be retained until such litigation, claim, or audit involving the records is completed.
An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the

VI. Sub-Contracting
The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit “A” attached hereto and by
this reference made part of this AGREEMENT.
The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without
prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY
and sub-consultant, any contract or any other relationship.
Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit “E” attached
hereto and by this reference made part of this AGREEMENT.
consultant cost estimate unless a prior written approval has been issued by the AGENCY.
shall be negotiated and substantiated in accordance with section V “Payment Provisions” herein and shall be

each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With

The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national
origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable
termination of this AGREEMENT or such other remedy as the recipient deems appropriate.

The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona
fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the
award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul
this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration
or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work

Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

Page 6 of 14

Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made
persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation
and responsibility of the CONSULTANT.
The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this
AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this
AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly
retired employees, without written consent of the public employer of such person if he/she will be working on this
AGREEMENT for the CONSULTANT.

VIII. Nondiscrimination
During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants,
subcontractors and successors in interest, agrees to comply with the following laws and regulations:
• Title VI of the Civil Rights Act of 1964

et. seq.)
• 49 CFR Part 21
• 49 CFR Part 26
et. seq.)
In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit “F”
attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit “F” in
or directives issued pursuant thereto.

IX. Termination of Agreement
The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten
In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the
the time of termination of this AGREEMENT.
CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice
of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this
any excess paid.
If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT,
the above formula for payment shall not apply.
In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the
AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES
Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

Page 7 of 14

date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of
performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the
amount, which would have been made using the formula set forth in paragraph two (2) of this section.

be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed
clauses listed previously.

CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT
unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s)
as set forth in the second and third paragraphs of this section.
Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of
any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the
Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights
with respect to any future act or omission by the CONSULTANT.

X. Changes of Work
The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as
it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or
revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered
as Extra Work and will be paid for as herein provided under section XIII “Extra Work.”

XI. Disputes
Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within
binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the
parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under
the procedures found in Exhibit “J”. In the event that either party deem it necessary to institute legal action or
proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior
Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto
appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The
CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington,
situated in the county in which the AGENCY is located.

Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

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XII.

Legal Relations

The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws,
rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this
AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of
Washington.
The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and
from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the

the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their
the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused
sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally
vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense
or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any
AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier.

alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents,
agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the
CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any
use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or
provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly
improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or
employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or
any other persons for whom the CONSULTANT may be legally liable.

Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole
discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and
any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT.

RCW. This waiver has been mutually negotiated between the Parties.
Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

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construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable
supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract
administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper
with the contract documents.
The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise

Insurance Coverage

aggregate for each policy period.

limit for each occurrence.

consultant and/or subcontractor as an additional insured (the “AIs”), with no restrictions or limitations concerning
products and completed operations coverage. This coverage shall be primary coverage and non-contributory and
any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured
waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with

All insurance shall be obtained from an insurance company authorized to do business in the State of Washington.
execution of this AGREEMENT to:
Name:
Agency:
Address:
City:
Email:
Phone:
Facsimile:

State:

Zip:

section IX “Termination of Agreement” of this AGREEMENT, shall be limited to the accumulative amount of the
liability to third parties be limited in any way.

Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

Page 10 of 14

The AGENCY will pay no progress payments under section V “Payment Provisions” until the CONSULTANT has
fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is
available to it under other provisions of this AGREEMENT, or otherwise in law.

XIII. Extra Work
A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT
in the SERVICES to be performed.
of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise
and shall modify this AGREEMENT accordingly.

payment of this AGREEMENT.
D. Failure to agree to any adjustment shall be a dispute under the section XI “Disputes” clause. However, nothing
in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed.
E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for
to this AGREEMENT.

XIV.

Endorsement of Plans

If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering
data furnished by them.

XV. Federal Review
The Federal Highway Administration shall have the right to participate in the review or examination of the
SERVICES in progress.

submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III “General

Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

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XVII. Complete Agreement
This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the
parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or
be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or
to this AGREEMENT.

XVIII.

Execution and Acceptance

This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed
to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements,
submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and
conditions thereof.

The CONSULTANT acknowledges that some of the material and information that may come into its possession
or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt

security data, or information which may jeopardize any part of the project that relates to any of these types of

information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer,
or as provided by law. The CONSULTANT agrees to release such information or material only to employees,
sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have
been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and

be subject to inspection, review, or audit upon reasonable notice from the AGENCY.

investigating may include, but is not limited to, salting databases.
Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

Page 12 of 14

Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of
It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which

be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT.
and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such
include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully
disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party;
(iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by
The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure

jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the
The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that
that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure
a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive
and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages,

XX.

Records Maintenance

During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years
“documents” pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all “documents”
of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall
cooperate with AGENCY and assist in the production of all such documents. “Documents” shall be retained until
the six (6) year retention period.
For purposes of this AGREEMENT, “documents” means every writing or record of every type and description,
including electronically stored information (“ESI”), that is in the possession, control, or custody of the
CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT ‘s,
appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten
notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records,
work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings,
Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

Page 13 of 14

tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or
telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or
description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the
CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original,
or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original.
For purposes of this AGREEMENT, “ESI” means any and all computer data or electronic recorded media of any
kind, including “Native Files”, that are stored in any medium from which it can be retrieved and examined, either
directly or after translation into a reasonably useable form. ESI may include information and/or documentation
stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe
Acrobat, SQL databases, or any other software or electronic communication programs or databases that the
CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup
electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any
personal devices used by the CONSULTANT or any sub-consultant at home.

The CONSULTANT shall include this section XX “Records Maintenance” in every subcontract it enters into in
relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in
writing by the AGENCY prior to the execution of such subcontract.
In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the
“Execution Date” box on page one (1) of this AGREEMENT.

Signature

Date

Signature

Date

Agreement Number:
Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement
Revised

Page 14 of 14

Exhibit A
Scope of Work
Project No.

Agreement Number:
Exhibit A

Page 1 of 1

Exhibit B
DBE Participation

Agreement Number:
Exhibit B

Page 1 of 1

Exhibit C
Preparation and Delivery of Electronic Engineering and Other Data
In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is
include, but are not limited to, the following:
I. Surveying, Roadway Design & Plans Preparation Section
A. Survey Data

B. Roadway Design Files

C. Computer Aided Drafting Files

Agreement Number:
Exhibit C

Page 1 of 4

E. Specify the Electronic Deliverables to Be Provided to the Agency

F. Specify What Agency Furnished Services and Information Is to Be Provided

Agreement Number:
Exhibit C

Page 2 of 4

II. Any Other Electronic Files to Be Provided

III. Methods to Electronically Exchange Data

Exhibit C

Page 3 of 4

A. Agency Software Suite

B. Electronic Messaging System

C. File Transfers Format

Exhibit C

Page 4 of 4

Exhibit D
Prime Consultant Cost Computations

Agreement Number:
Exhibit D

Page 1 of 1

Exhibit E
Sub-consultant Cost Computations
the
performance of any work under this AGREEMENT without prior written permission of the AGENCY.
Refer to section VI “Sub-Contracting” of this AGREEMENT.

Agreement Number:
Exhibit E

Page 1 of 1

Exhibit F Title VI Assurances

Agreement Number ____________
Revised 2/

/20 1

Exhibit F Title VI Assurances

Local Agency A&E Professional Services
Negotiated Hourly Rate Consultant Agreement

Agreement Number ____________
Revised 2/

/20 1

Exhibit G
Exhibit G-1(a)
Exhibit G-1(b)
Exhibit G-2
Primary Covered Transactions

Exhibit G-4

Agreement Number:
Exhibit

whose address is

a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration,
to solicit or secure this AGREEMENT;
b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of

for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any);
and the Federal Highway Administration, U.S. Department of Transportation in connection with this
AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil.

Consultant (Firm Name)

Date

Agreement Number:
Exhibit

I hereby certify that I am the:

Other
of the

, and

with obtaining or carrying out this AGREEMENT to:

of any kind; except as hereby expressly stated (if any):
and the Federal Highway Administration, U.S. Department of Transportation, in connection with this
AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and
Federal laws, both criminal and civil.

Signature

Date

Agreement Number:
Exhibit

Responsibility Matters - Primary Covered Transactions
A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under
a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement,
stolen property;
C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b)

transactions (Federal, State and local) terminated for cause or default.
such prospective participant shall attach an explanation to this proposal.

Consultant (Firm Name)

Date

Agreement Number:
Exhibit

for Lobbying
knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any
with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment,
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for
Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit
Standard Form - LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

for each such failure.

and that all such sub-recipients shall certify and disclose accordingly.

Consultant (Firm Name)

Date

Agreement Number:
Exhibit

representative in support of
as of

* are accurate, complete, and current
**.

Firm:

Signature

Title

Date of Execution***:

*
**Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached.
***Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and the
contract price was agreed to.

Agreement Number:
Exhibit

Exhibit H
Liability Insurance Increase
To Be Used Only If Insurance Requirements Are Increased
and Insurance of this Agreement is amended to $

.

The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the
amount of $
.
Such insurance coverage shall be evidenced by one of the following methods:

Self-insurance through documentation of a separate fund established exclusively for the payment of professional
liability claims, including claim amounts already reserved against the fund, safeguards established for payment
those funds.

to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit.
If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional
.
• Include all costs, fee increase, premiums.
• This cost shall not be billed against an FHWA funded project.

Agreement Number:
Exhibit H

Page 1 of 1

Exhibit I
Alleged Consultant Design Error Procedures
nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution
and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage
due to the alleged error by the consultant.

project manager to notify the Director of Public Works or Agency Engineer regarding the potential design
error(s). For federally funded projects, the Region Local Programs Engineer should be informed and
involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an
agency staff person other than the project manager, who has not been as directly involved in the project,
to be responsible for the remaining steps in these procedures.)
After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the

If it is determined that there is a need to proceed further, the next step in the process is for the project
manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged
error(s). The project manager and other appropriate agency staff should represent the agency and the
consultant should be represented by their project manager and any personnel (including sub-consultants)
deemed appropriate for the alleged design error(s) issue.

error(s), there are three possible scenarios:
• It is determined via mutual agreement that there is not a consultant design error(s). If this is the case,
then the process will not proceed beyond this point.
• It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case,
then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement
with the consultant. The settlement would be paid to the agency or the amount would be reduced from
took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary
of the settlement for review and to make adjustments, if any, as to how the settlement affects federal
• There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may
Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal

Agreement Number:
Exhibit I

Page 1 of 2

Step 5 Forward Documents to Local Programs
For federally funded projects all available information, including costs, should be forwarded through the
Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet
with representatives of the agency and the consultant to review the alleged design error(s), and attempt
for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs
for federal reimbursement.
• If mutual agreement is reached, the agency and consultant adjust the scope of work and costs
of federal participation in the agreed upon resolution of the issue.
• If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration
or by litigation.

Agreement Number:
Exhibit I

Page 2 of 2

Exhibit J
Consultant Claim Procedures
The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following

This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential
claim by the consultant.

• Any correspondence that directed the consultant to perform the additional work;
• Timeframe of the additional work that was outside of the project scope;
the additional work; and
• Explanation as to why the consultant believes the additional work was outside of the agreement
scope of work.

Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the
recommendation for federal participation in the claim to the WSDOT Local Programs through the Region
Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from
agency funds.
If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs
backup documentation to the consultant to either supplement the agreement, or create a new agreement
the agreement is subject to audit. No further action in needed regarding the claim procedures.

Agreement Number:
Exhibit J

Page 1 of 2

for the Director of Public Works or Agency Engineer that included the following:
• Copy of information supplied by the consultant regarding the claim;
• Any correspondence that directed the consultant to perform the additional work;
with the additional work;
claim(s);
• Explanation to describe what has been instituted to preclude future consultant claim(s); and
• Recommendations to resolve the claim.

The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove
the claim, or portions thereof, which may include getting Agency Council or Commission approval (as
appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain
is not eligible for federal participation, payment will need to be from agency funds.

and rationale utilized for the decision.

The agency shall write the supplement and/or new agreement and pay the consultant the amount

Agreement Number:
Exhibit J

Page 2 of 2

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Professional Services Agreement
Amendment No. 5
Project Title:

Combined Sewer Separation Feasibility Study Project

Owner/Agency/Client:

City of Mount Vernon

Original Contract:
Amendment No. 1:
Amendment No. 2:
Amendment No. 3:
Amendment No. 4:
Amendment No. 5:
Total Contract Amount:
Consultant:

$ 599,473
$ 94,023
$ 28,800
$ 14,942
$
0
$ 14,924
$ 752,162
Wilson Engineering, LLC.
805 Dupont Street, Suite 7
Bellingham, WA 98225
(425) 519-6500, FAX (425) 519-5361

The City of Mount Vernon, hereinafter referred to as the CITY, desires to change the PROFESSIONAL
SERVICES AGREEMENT entered into with Wilson Engineering, LLC., hereinafter referred to as the
CONSULTANT, originally executed on the 23rd day of October, 2023 (“Agreement”). All provisions of the
Agreement remain in effect except as expressly modified by Agreement Amendment Nos. 1, 2, 3, 4 and 5.
The changes to the Agreement are described as follows:
CONTRACT TERM is unchanged.
SCOPE OF SERVICES is changed as follows:
• Additional analysis of alternatives for new storm versus new wastewater to include more detail for
non-cost comparison factors (Task 7 of Agreement, as previously amended).
• Additional preliminary design effort to relocate to City ROW new storm utility component
alignments of existing combined sewer located in easements within private property (Task 7 of
Agreement, as previously amended).
• Update summary report with additional analysis, findings and recommendations, and visual
exhibits of preliminary pipe layouts with future project phasing (Task 9 of Agreement, as previously
amended),
COMPENSATION is hereby changed as follows: See attached Exhibit A.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement Amendment as of the day and
year written below.

Page 1 of 2

Combined Sewer Separation Feasibility Study Project
Agreement Amendment No. 5
Wilson Engineering, LLC.

City of Mount Vernon

By:

By:
Peter Donovan, Mayor

Name:
Date:
Attest:
Title:
Becky Jensen, City Clerk
Date:
Approved as to form:
Kevin Rogerson, City Attorney
Attachments: Exhibit A

Page 2 of 2

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