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HomeMy WebLinkAboutContractCity of Medina Professional Services Contract Page 1 of 12 CITY OF MEDINA AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF MEDINA AND LAND DEVELOPMENT CONSULTANTS, INC. (LDC) 1. Parties 1.1 This Agreement for Consultant Services (“Agreement”) is entered into by and between the City of Medina, a Washington municipal corporation (hereinafter the “City”), and Land Development Consultants Inc., (hereinafter “Consultant”). The City and the Consultant are each a Party and may be collectively referred to as the Parties. 2. Recitals 2.1 The City desires to contract with the Consultant to perform certain services for the City, and the Consultant desires to perform the services required by the City, in accordance with the terms and conditions of this Agreement. 2.2 The Consultant represents that it is qualified and available to perform such services for the City. THEREFORE, IN CONSIDERATION of the mutual benefits of such performance and in consideration of the terms and conditions specified below, the Parties agree as follows: 3. Scope of Services 3.1 The Consultant shall furnish all personnel, labor, materials, and supplies necessary to perform the Scope of Services attached and incorporated as Exhibit A (“Services”). The Consultant shall not modify in any way the scope or schedule of Services without the prior written approval of the City. All Services shall meet the approval of the City Manager and City Council, as appropriate. Time is of the essence in every aspect of performance of the Services. 3.2 The City shall review performance, reports, and other submittals or work identified in Exhibit A and may require such modifications as it deems appropriate to bring the Services into compliance with this Agreement. 3.3 The Consultant warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, as applicable. The Consultant shall be responsible for the professional quality, technical adequacy, and accuracy, timely completion, and coordination of all plans, designs, drawings, specifications, reports, and any other work product prepared or performed pursuant to this Agreement. The Consultant DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 2 of 12 shall perform its work in accordance with the requirements of this Agreement and pursuant to the standards of professional care, skill, diligence, and competence as are normally exercised by other members and/or firms of the profession in good standing working under the same or similar conditions and circumstances and in similar communities as the Services provided by the Consultant under this Agreement. The Consultant shall be responsible for the professional standards, performance, and actions of all persons and firms performing work pursuant to this Agreement on behalf of the Consultant. The City shall also have the right to deduct from payments to the Consultant any costs or damages incurred by the City, or which may be incurred by the City, as a result of the Consultant’s failure to comply with the requirements of this Agreement or failure to meet the professional standard of care and skill, or both. The City’s approval of plans, drawings, designs, specifications, reports, and other products of the Services rendered hereunder shall not in any way relieve the Consultant of responsibility for the technical adequacy or accuracy thereof. Neither the City’s review, approval, acceptance of, and/or payment for any Services shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. 4. Term 4.1 The term of this Agreement shall commence on the Effective Date and shall remain in effect through January 31, 2027, unless otherwise terminated pursuant to this Agreement. 5. Post-termination Obliitations 5.1 Upon any expiration or termination of this Agreement, and upon full payment on any invoices due, except as otherwise provided in this Agreement: 5.1.1 The Consultant shall provide to the City all finished and unfinished Work Product, as defined in Section 8, in a file format acceptable to the City that is capable of transiting the Work Product onto the City’s or a new vendor’s system. 5.1.2 The Consultant shall provide any reasonable and necessary support to the City or its consultants to facilitate the transition at the consultant’s standard hourly Services rate and shall be recorded as an itemized invoice when presented to the City for payment. DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 3 of 12 5.2 This Section 5 shall survive expiration or termination of this Agreement. 6. Compensation 6.1 The Consultant shall be paid on the basis of time actually expended and out-of- pocket expenses in accordance with the fee schedule attached and incorporated as Exhibit B (“Fee Schedule”). The Consultant shall not amend any rates, expenses, or fees included in the Fee Schedule in any way without prior written approval from the City. Expenses not identified in Exhibit B will not be reimbursed by the City. 6.2 The Consultant shall periodically invoice the City for the compensation amounts set forth in Exhibit B. Invoices will be issued not less than monthly. The City shall review such invoices and may approve all or any portion thereof based on the City’s review of Consultant’s performance. The City shall pay Council-approved invoices within thirty (30) days of the date of Council approval. 7. Independent Contractor 7.1 The Consultant is an independent agency with respect to the Services provided under this Agreement. Nothing in this Agreement shall create the relationship of employer and employee between the Parties. Neither the Consultant nor any employee, subcontractor or agent of the Consultant shall be entitled to any benefits accorded City employees by virtue of the Services provided under this Agreement. The City shall not be responsible for (i) withholding or otherwise deducting federal income tax or social security, (ii) contributing to the state industrial insurance program, or (iii) otherwise assuming the duties of an employer with respect to the Consultant, its employees, subcontractors, or agents. 8. Ownership and Use of Documents 8.1 All documents, drawings, specifications, designs, computer programs, software, reports, and other work product (collectively “Work Product”) developed or produced by the Consultant for the City in connection with the Services shall be owned by the City. The Consultant shall provide such Work Product to the City in a format compatible with the City's computer equipment and programs or as otherwise requested by the City. The Consultant shall retain the copyright (including the right of reuse, provided there shall be no reference to or identification of the City) to all materials and documents prepared by the Consultant for the Work Product, whether or not the Work Product is completed. The Consultant grants to City a perpetual, non-exclusive, irrevocable, unlimited, royalty-free license to use, reuse, copy, and distribute every document, drawing, and all Work Product prepared by the Consultant for the City under this Agreement. If requested by the City, a copy of all drawings, prints, plans, field notes, reports, documents, files, input materials, output materials, the media upon which they are located (including cards, tapes, discs, and DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 4 of 12 other storage facilities), software programs or packages including source code or codes, object codes, upgrades, revisions, modifications, and any related materials, and/or any other related documents or materials developed for and paid for by the City to perform the Work Product shall be promptly delivered to the City. Re-use of any Work Product by the City for other than the Services provided and/or project falling within the scope of this Agreement without the Consultant's written approval shall be at the City's sole risk, but such reuse shall not create any right of action by the Consultant against the City. 8.2 This Section 8 shall survive expiration or termination of this Agreement. 9. Record Keeping and Reporting 9.1 The Consultant shall maintain accounts and records, including personnel, property, financial, and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. 9.2 These records shall be maintained for a period of seven (7) years after termination or expiration of this Agreement unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9.3 To the extent it is determined that records held by the Consultant identified in Section 9.1 are subject to the Washington Public Records Act (RCW 42.56), the Consultant shall, upon request of the City, promptly deliver such records to the City for the purpose of responding to a public records request. 9.4 This section shall survive expiration or termination of this Agreement. 10. Insurance 10.1 Prior to commencing the Services, the Consultant shall provide to the City written verification to the City of the coverages outlined below in conformance with this Section 10. Such coverages shall be maintained for the duration of this Agreement. At the City’s discretion, the verification described above may be attached to this Agreement as Exhibit C. 10.2 The Consultant’s maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage limit of such insurance, nor shall it otherwise limit the City’s recourse to any remedy available at law or in equity. 10.3 Minimum Scope of Insurance. The Consultant shall obtain the following types of insurance: 10.3.1 Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 5 of 12 CA 00 01 or a substitute form providing equivalent liability coverage. The City shall be listed as an additional insured under the Consultant’s Automobile Liability insurance policy. 10.3.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. The City shall be listed as an additional insured under the Consultant’s Commercial General Liability insurance policy. 10.3.3 Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 10.3.4 Professional Liability insurance to the extent appropriate and generally available to the Consultant’s profession. 10.4 Minimum Amounts of Insurance. The Consultant shall maintain the following insurance limits: 10.4.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 10.4.2 Commercial General Liability insurance shall be written with limits of no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 10.4.3 Professional Liability insurance shall be written with limits no less than $2,000,000 per claim. 10.5 Other Insurance. The Consultant’s Automobile Liability and Commercial General Liability insurance policies shall be primary, non-contributory insurance as respect to the City, and the polices shall state or be endorsed to state such status. Any insurance, self- insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 10.6 Acceptability of Insurers. Insurance shall be placed with insurers having a current A.M. Best rating of not less than A:VII. 10.7 Verification of Coverage. The Consultant shall furnish the City with original certificates of insurance and a copy of amendatory endorsements evidencing the insurance requirements set forth herein prior to commencement of the Services. 10.8 Notice of Cancellation. The Consultant shall provide the City with written notice of any proposed or actual material change in or cancellation of any required policy set forth DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 6 of 12 above within two (2) business days of the earlier of Consultant’s knowledge thereof or receipt of such notice from the insurer and shall provide a copy of the insurer’s notice when issued. The Consultant shall keep the City advised of the proposed and actual replacement or reinstatement status of the required coverages. 10.9 Failure to Maintain Insurance. Failure of the Consultant to maintain all or any portion of the insurance coverages as required above shall constitute a material breach of this Agreement, upon which the City may, after giving five (5) business days’ notice to the Consultant to correct the breach, immediately terminate the Agreement or, at City’s discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with all sums so expended to be repaid to the City on demand, or at the sole discretion of the City to be offset against funds due the Consultant from the City. 10.10 If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. 11. Indemnification 11.1 The Consultant and the City shall fully mutually indemnify, defend, and hold harmless the City and Consultant, its officers, officials (appointed and elected), employees, and agents (collectively “Indemnified Parties”) from and against all allegations, claims, damages, losses, injuries, costs, and expenses, including attorneys or other professional fees (collectively “Claims”), asserted against any Indemnified Parties arising out of or resulting from the Consultant's and/or City’s performance of the Services or any obligation under this Agreement, except for and to the extent of injuries and damages caused by the sole negligence of the Indemnified Parties. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section. 11.2. Where an Indemnified Claim is caused by or results from the concurrent negligence of the Indemnified Parties and the Consultant or the City, the Consultant's and the City’s duty to indemnify and defend the Indemnified Parties shall apply only to the extent of the negligence of the Consultant or its employees, subcontractor’s agents, or other parties for whom the Consultant is responsible. 11.3 Title 51 Status. The Consultant’s and the City’s obligations under this Section 11 include, but are not limited to, all claims against any Indemnified Parties by an employee or former employee of the Consultant or the City, or any of its subcontractors or agents. For this purpose, the Consultant and the City expressly waives, as respects the City and Consultant’s Indemnified Parties only, all immunity and limitation on liability under any Industrial Insurance Act, including Title 51 RCW, or other worker’s compensation act, DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 7 of 12 disability act, or other employee benefit act of any jurisdiction which would otherwise be applicable. BY SIGNING THIS AGREEMENT, THE CITY AND CONSULTANT CERTIFY THE WAIVER OF IMMUNITY SPECIFIED BY THIS PROVISION WAS MUTUALLY NEGOTIATED. 11.3 The Consultant’s and the City’s obligations under this Section 11 shall survive expiration or termination of the Agreement. 12. Termination 12.1 The City may terminate this Agreement with or without cause upon thirty (30) days written notice to the Consultant and shall pay the Consultant only for the Services then completed and accepted by the City. The Consultant may net terminate this Agreement upon breach by the City and following not less than thirty (30) days written notice thereof to the City, should the City fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 13. Notices 13.1 Any notices required to be given under this Agreement shall be in writing and directed to the Party at the address below. Notice shall be considered issued and effective upon receipt thereof by the addressee Party. Facsimile notice shall be considered effective with proof of confirmation that the addressee has received the facsimile. Such proof would be a confirmation sheet evidencing such receipt at the fax number listed below. Steven R. Wilcox Development Services Director PO Box 144 Medina, Washington 98039 swilcox@medina-wa.gov 425-233-6409 LDC 20210 l42‘d Ave. NE Woodinville, WA 98072 kmahoney@ldccorp.com (425) 949-0164 14. General Provisions 14.1 Modification. No waiver, alteration, or modification of any provision of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. 14.2 Taxes. The Consultant shall be solely responsible for the payment of any and all applicable taxes related to the Services provided under this Agreement; if such taxes are required to be passed through to the City by law, the same shall be duly itemized on timely billings submitted to the City by the Consultant. DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 8 of 12 14.3 Entire. Integrated Agreement. This negotiated Agreement and its exhibits are an integrated agreement and represent the entire agreement between the Parties. This Agreement supersedes all prior negotiations, representations, and agreements whether written or oral, and may be amended only by written agreement of the Parties. 14.4 Assignment. The Consultant may not assign or subcontract any portion of the Services to be provided under this Agreement without the express prior written consent of the City. 14.5 Conflict of Interest. The Consultant represents to the City that it has no conflict of interest in performing any of the services set forth in Exhibit A. In the event that the Consultant is asked to perform services for a project with which it may have a conflict, Consultant will immediately disclose such conflict to the City and agree to take action to resolve the conflict. 14.6 Non-Waiver. A waiver of any breach by either Party shall not constitute a waiver of any subsequent breach. 14.7 Third Partv Beneficiaries. This Agreement is solely for the conveniences of the Parties and there are no third-party beneficiaries to this Agreement. 14.8 Choice of Law. All questions concerning the validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the state of Washington, and venue shall lie in King County, Washington. 14.9 Compliance with Laws. The Consultant shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement. 14.10 Severability. Each and every provision of this Agreement shall be deemed to be severable. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were not a part of this Agreement. 14.11 Attornev’s Fees. In any action arising out of or relating to this Agreement, the substantially prevailing party shall be awarded its reasonable costs, including attorney fees. 14.12 Attachments. Exhibit A and Exhibit B are attached and incorporated into this Agreement. Exhibit C may be attached in accordance with Section 10 above. 14.13 Authorized Signatures. By their signatures below, each Party represents that they are fully authorized to sign for and on behalf of the named principal above. 14.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 9 of 12 electronic means by any of the Parties to any other party and the receiving party may rely on the receipt of such document so executed and delivered as if the original had been received. 14.15 Effective Date. This Agreement is effective on the latest date this Agreement is executed by both Parties. WHEREFORE, the Parties agree to be bound by the terms and conditions set forth above. CITY OF MEDINA Steve Burns, City Manager Date ATTEST: CONSULTANT Land Development Consultants, Inc. (LDC) By: Mark Riley, Senior Vice President Date Aimee Kellerman, CMC, City Clerk APPROVED AS TO FORM: OGDEN MURPHY WALLACE, PLLC Office of the City Attorney ATTACHMENTS: EXHIBIT A: Scope of Services EXHIBIT B: Compensation Schedule EXHIBIT C: Insurance Verification DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 1/31/20241/31/2024 City of Medina Professional Services Contract Page 1 of 12 CITY OF MEDINA AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF MEDINA AND LAND DEVELOPMENT CONSULTANTS, INC. (LDC) 1. Parties 1.1 This Agreement for Consultant Services (“Agreement”) is entered into by and between the City of Medina, a Washington municipal corporation (hereinafter the “City”), and Land Development Consultants Inc., (hereinafter “Consultant”). The City and the Consultant are each a Party and may be collectively referred to as the Parties. 2. Recitals 2.1 The City desires to contract with the Consultant to perform certain services for the City, and the Consultant desires to perform the services required by the City, in accordance with the terms and conditions of this Agreement. 2.2 The Consultant represents that it is qualified and available to perform such services for the City. THEREFORE, IN CONSIDERATION of the mutual benefits of such performance and in consideration of the terms and conditions specified below, the Parties agree as follows: 3. Scope of Services 3.1 The Consultant shall furnish all personnel, labor, materials, and supplies necessary to perform the Scope of Services attached and incorporated as Exhibit A (“Services”). The Consultant shall not modify in any way the scope or schedule of Services without the prior written approval of the City. All Services shall meet the approval of the City Manager and City Council, as appropriate. Time is of the essence in every aspect of performance of the Services. 3.2 The City shall review performance, reports, and other submittals or work identified in Exhibit A and may require such modifications as it deems appropriate to bring the Services into compliance with this Agreement. 3.3 The Consultant warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, as applicable. The Consultant shall be responsible for the professional quality, technical adequacy, and accuracy, timely completion, and coordination of all plans, designs, drawings, specifications, reports, and any other work product prepared or performed pursuant to this Agreement. The Consultant DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 2 of 12 shall perform its work in accordance with the requirements of this Agreement and pursuant to the standards of professional care, skill, diligence, and competence as are normally exercised by other members and/or firms of the profession in good standing working under the same or similar conditions and circumstances and in similar communities as the Services provided by the Consultant under this Agreement. The Consultant shall be responsible for the professional standards, performance, and actions of all persons and firms performing work pursuant to this Agreement on behalf of the Consultant. The City shall also have the right to deduct from payments to the Consultant any costs or damages incurred by the City, or which may be incurred by the City, as a result of the Consultant’s failure to comply with the requirements of this Agreement or failure to meet the professional standard of care and skill, or both. The City’s approval of plans, drawings, designs, specifications, reports, and other products of the Services rendered hereunder shall not in any way relieve the Consultant of responsibility for the technical adequacy or accuracy thereof. Neither the City’s review, approval, acceptance of, and/or payment for any Services shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. 4. Term 4.1 The term of this Agreement shall commence on the Effective Date and shall remain in effect through January 31, 2027, unless otherwise terminated pursuant to this Agreement. 5. Post-termination Obligations 5.1 Upon any expiration or termination of this Agreement, and upon full payment on any invoices due, except as otherwise provided in this Agreement: 5.1.1 The Consultant shall provide to the City all finished and unfinished Work Product, as defined in Section 8, in a file format acceptable to the City that is capable of transiting the Work Product onto the City’s or a new vendor’s system. 5.1.2 The Consultant shall provide any reasonable and necessary support to the City or its consultants to facilitate the transition at the consultant’s standard hourly Services rate and shall be recorded as an itemized invoice when presented to the City for payment. DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 3 of 12 5.2 This Section 5 shall survive expiration or termination of this Agreement. 6. Compensation 6.1 The Consultant shall be paid on the basis of time actually expended and out-of- pocket expenses in accordance with the fee schedule attached and incorporated as Exhibit B (“Fee Schedule”). The Consultant shall not amend any rates, expenses, or fees included in the Fee Schedule in any way without prior written approval from the City. Expenses not identified in Exhibit B will not be reimbursed by the City. 6.2 The Consultant shall periodically invoice the City for the compensation amounts set forth in Exhibit B. Invoices will be issued not less than monthly. The City shall review such invoices and may approve all or any portion thereof based on the City’s review of Consultant’s performance. The City shall pay Council -approved invoices within thirty (30) days of the date of Council approval. 7. Independent Contractor 7.1 The Consultant is an independent agency with respect to the Services provided under this Agreement. Nothing in this Agreement shall create the relationship of employer and employee between the Parties. Neither the Consultant nor any employee, subcontractor or agent of the Consultant shall be entitled to any benefits accorded City employees by virtue of the Services provided under this Agreement. The City shall not be responsible for (i) withholding or otherwise deducting federal income tax or social security, (ii) contributing to the state industrial insurance program, or (iii) otherwise assuming the duties of an employer with respect to the Consultant, its employees, subcontractors, or agents. 8. Ownership and Use of Documents 8.1 All documents, drawings, specifications, designs, computer programs, software, reports, and other work product (collectively “Work Product”) developed or produced by the Consultant for the City in connection with the Services shall be owned by the City. The Consultant shall provide such Work Product to the City in a format compatible with the City's computer equipment and programs or as otherwise requested by the City. The Consultant shall retain the copyright (including the right of reuse, provided there shall be no reference to or identification of the City) to all materials and documents prepared by the Consultant for the Work Product, whether or not the Work Product is completed. The Consultant grants to City a perpetual, non-exclusive, irrevocable, unlimited, royalty-free license to use, reuse, copy, and distribute every document, drawing, and all Work Product prepared by the Consultant for the City under this Agreement. If requested by the City, a copy of all drawings, prints, plans, field notes, reports, documents, files, input materials, output materials, the media upon which they are located (including cards, tapes, discs, and DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 4 of 12 other storage facilities), software programs or packages including source code or codes, object codes, upgrades, revisions, modifications, and any related materials, and/or any other related documents or materials developed for and paid for by the City to perform the Work Product shall be promptly delivered to the City. Re-use of any Work Product by the City for other than the Services provided and/or project falling within the scope of this Agreement without the Consultant's written approval shall be at the City's sole risk, but such reuse shall not create any right of action by the Consultant against the City. 8.2 This Section 8 shall survive expiration or termination of this Agreement. 9. Record Keeping and Reporting 9.1 The Consultant shall maintain accounts and records, including personnel, property, financial, and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. 9.2 These records shall be maintained for a period of seven (7) years after termination or expiration of this Agreement unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9.3 To the extent it is determined that records held by the Consultant identified in Section 9.1 are subject to the Washington Public Records Act (RCW 42.56), the Consultant shall, upon request of the City, promptly deliver such records to the City for the purpose of responding to a public records request. 9.4 This section shall survive expiration or termination of this Agreement. 10. Insurance 10.1 Prior to commencing the Services, the Consultant shall provide to the City written verification to the City of the coverages outlined below in conformance with this Section 10. Such coverages shall be maintained for the duration of this Agreement. At the City’s discretion, the verification described above may be attached to this Agreement as Exhibit C. 10.2 The Consultant’s maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage limit of such insurance, nor shall it otherwise limit the City’s recourse to any remedy available at law or in equity. 10.3 Minimum Scope of Insurance. The Consultant shall obtain the following types of insurance: 10.3.1 Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 5 of 12 CA 00 01 or a substitute form providing equivalent liability coverage. The City shall be listed as an additional insured under the Consultant’s Automobile Liability insurance policy. 10.3.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. The City shall be listed as an additional insured under the Consultant’s Commercial General Liability insurance policy. 10.3.3 Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 10.3.4 Professional Liability insurance to the extent appropriate and generally available to the Consultant’s profession. 10.4 Minimum Amounts of Insurance. The Consultant shall maintain the following insurance limits: 10.4.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 10.4.2 Commercial General Liability insurance shall be written with limits of no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 10.4.3 Professional Liability insurance shall be written with limits no less than $2,000,000 per claim. 10.5 Other Insurance. The Consultant’s Automobile Liability and Commercial General Liability insurance policies shall be primary, non-contributory insurance as respect to the City, and the polices shall state or be endorsed to state such status. Any insurance, self- insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 10.6 Acceptability of Insurers. Insurance shall be placed with insurers having a current A.M. Best rating of not less than A:VII. 10.7 Verification of Coverage. The Consultant shall furnish the City with original certificates of insurance and a copy of amendatory endorsements evidencing the insurance requirements set forth herein prior to commencement of the Services. 10.8 Notice of Cancellation. The Consultant shall provide the City with written notice of any proposed or actual material change in or cancellation of any required policy set forth DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 6 of 12 above within two (2) business days of the earlier of Consultant’s knowledge thereof or receipt of such notice from the insurer and shall provide a copy of the insurer’s notice when issued. The Consultant shall keep the City advised of the proposed and actual replacement or reinstatement status of the required coverages. 10.9 Failure to Maintain Insurance. Failure of the Consultant to maintain all or any portion of the insurance coverages as required above shall constitute a material breach of this Agreement, upon which the City may, after giving five (5) business days’ notice to the Consultant to correct the breach, immediately terminate the Agreement or, at City’s discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with all sums so expended to be repaid to the City on demand, or at the sole discretion of the City to be offset against funds due the Consultant from the City. 10.10 If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. 11. Indemnification 11.1 The Consultant and the City shall fully mutually indemnify, defend, and hold harmless the City and Consultant, its officers, officials (appointed and elected), employees, and agents (collectively “Indemnified Parties”) from and against all allegations, claims, damages, losses, injuries, costs, and expenses, including attorneys or other professional fees (collectively “Claims”), asserted against any Indemnified Parties arising out of or resulting from the Consultant's and/or City’s performance of the Services or any obligation under this Agreement, except for and to the extent of injuries and damages caused by the sole negligence of the Indemnified Parties. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section. 11.2. Where an Indemnified Claim is caused by or results from the concurrent negligence of the Indemnified Parties and the Consultant or the City, the Consultant's and the City’s duty to indemnify and defend the Indemnified Parties shall apply only to the extent of the negligence of the Consultant or its employees, subcontractor’s agents, or other parties for whom the Consultant is responsible. 11.3 Title 51 Status. The Consultant’s and the City’s obligations under this Section 11 include, but are not limited to, all claims against any Indemnified Parties by an employee or former employee of the Consultant or the City, or any of its subcontractors or agents. For this purpose, the Consultant and the City expressly waives, as respects the City and Consultant’s Indemnified Parties only, all immunity and limitation on liability under any Industrial Insurance Act, including Title 51 RCW, or other worker’s compensation act, DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 7 of 12 disability act, or other employee benefit act of any jurisdiction which would otherwise be applicable. BY SIGNING THIS AGREEMENT, THE CITY AND CONSULTANT CERTIFY THE WAIVER OF IMMUNITY SPECIFIED BY THIS PROVISION WAS MUTUALLY NEGOTIATED. 11.3 The Consultant’s and the City’s obligations under this Section 11 shall survive expiration or termination of the Agreement. 12. Termination 12.1 The City may terminate this Agreement with or without cause upon thirty (30) days written notice to the Consultant and shall pay the Consultant only for the Services then completed and accepted by the City. The Consultant may net terminate this Agreement upon breach by the City and following not less than thirty (30) days written notice thereof to the City, should the City fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 13. Notices 13.1 Any notices required to be given under this Agreement shall be in writing and directed to the Party at the address below. Notice shall be considered issued and effective upon receipt thereof by the addressee Party. Facsimile notice shall be considered effective with proof of confirmation that the addressee has received the facsimile. Such proof would be a confirmation sheet evidencing such receipt at the fax number listed below. Steven R. Wilcox Development Services Director PO Box 144 Medina, Washington 98039 swilcox@medina-wa.gov 425-233-6409 LDC 20210 l42‘d Ave. NE Woodinville, WA 98072 kmahoney@ldccorp.com (425) 949-0164 14. General Provisions 14.1 Modification. No waiver, alteration, or modification of any provision of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. 14.2 Taxes. The Consultant shall be solely responsible for the payment of any and all applicable taxes related to the Services provided under this Agreement; if such taxes are required to be passed through to the City by law, the same shall be duly itemized on timely billings submitted to the City by the Consultant. DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 8 of 12 14.3 Entire. Integrated Agreement. This negotiated Agreement and its exhibits are an integrated agreement and represent the entire agreement between the Parties. This Agreement supersedes all prior negotiations, representations, and agreements whether written or oral, and may be amended only by written agreement of the Parties. 14.4 Assignment. The Consultant may not assign or subcontract any portion of the Services to be provided under this Agreement without the express prior written consent of the City. 14.5 Conflict of Interest. The Consultant represents to the City that it has no conflict of interest in performing any of the services set forth in Exhibit A. In the event that the Consultant is asked to perform services for a project with which it may have a conflict, Consultant will immediately disclose such conflict to the City and agree to take action to resolve the conflict. 14.6 Non-Waiver. A waiver of any breach by either Party shall not constitute a waiver of any subsequent breach. 14.7 Third Partv Beneficiaries. This Agreement is solely for the conveniences of the Parties and there are no third-party beneficiaries to this Agreement. 14.8 Choice of Law. All questions concerning the validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the state of Washington, and venue shall lie in King County, Washington. 14.9 Compliance with Laws. The Consultant shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement. 14.10 Severability. Each and every provision of this Agreement shall be deemed to be severable. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were not a part of this Agreement. 14.11 Attornev’s Fees. In any action arising out of or relating to this Agreement, the substantially prevailing party shall be awarded its reasonable costs, including attorney fees. 14.12 Attachments. Exhibit A and Exhibit B are attached and incorporated into this Agreement. Exhibit C may be attached in accordance with Section 10 above. 14.13 Authorized Signatures. By their signatures below, each Party represents that they are fully authorized to sign for and on behalf of the named principal above. 14.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 City of Medina Professional Services Contract Page 9 of 12 electronic means by any of the Parties to any other party and the receiving party may rely on the receipt of such document so executed and delivered as if the original had been received. 14.15 Effective Date. This Agreement is effective on the latest date this Agreement is executed by both Parties. WHEREFORE, the Parties agree to be bound by the terms and conditions set forth above. CITY OF MEDINA Steve Burns, City Manager Date ATTEST: CONSULTANT Land Development Consultants, Inc. (LDC) By: Mark Riley, Senior Vice President Date Aimee Kellerman, CMC, City Clerk APPROVED AS TO FORM: OGDEN MURPHY WALLACE, PLLC Office of the City Attorney ATTACHMENTS: EXHIBIT A: Scope of Services EXHIBIT B: Compensation Schedule EXHIBIT C: Insurance Verification DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 The below list contains a schedule of fees for services performed by Land Development Consultants, Inc. STAFF TYPE RATE Principal/Director $255 Senior Project Manager $230 Project Manager $209 Senior Project Engineer $200 Project Engineer $190 Site Acquisition II $187 Design Engineer $167 Associate Project Manager $155 E.I.T. $144 Principal Policy Planner $300 Planning Manager $219 Senior Planner $193 Planner $169 Associate Planner $147 Permit Technician $123 Senior Land Surveyor $212 Professional Land Surveyor $195 Survey Field Manager $193 Project Surveyor $171 Senior Survey Technician $161 Chief of Parties $184 Survey Technician $144 Survey Crew Chief II $173 Survey Crew Chief I $144 Survey Assistant $102 Senior Designer $190 Site Acquisition II $187 Senior CAD Technician $163 CAD Technician III $150 CAD Technician II $139 CAD Technician I $126 Expert Witness $530 Project Administrator $123 Clerical / Intern $91 REIMBURSABLES RATE Outside Services Cost + 15% Mileage IRS Standard +15% Plotting Color (24” x 36”) $17.00 each Plotting Black and White (24” x 36”) $3.00 each Color (11” x 17”) $3.00 each This standard fee schedule is subject to adjustment to reflect increased costs due to inflation. Effective 01/01/2024 2024 RATE SHEET | STANDARD FEE SCHEDULE DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY $2,000,000General Aggregate $2,000,000Each Occurance 07/08/202407/08/2023JES0000101 Professional Liability Inland Marine BMO(23)64868548A/C 1,000,000 1,000,000 1,000,000 ✘ 07/08/202407/08/2023WA STOP GAPNB 5000000 5000000 07/08/202407/08/202322SBAVW6890YY ✘ # 1000000 07/08/202407/08/202322UECBH1784YY ✘✘ ✘ # 2,000,000 2,000,000 1,000,000 10,000 300,000 2,000,000 07/08/202407/08/202322SBAVW6890YY ✘✘ ✘ ✘ # 23043LIBERTY MUTUAL 29424HARTFORD CASUALTY INSURANCE COMPANY 41297SCOTTSDALE INSURANCE COMPANY theschultzagency@gmail.com (206) 949-6002 Tony Schultz 98034WAKirkland 12014 NE 132nd Ct SCHULTZ AGENCY/WORLDWIDE INSURANCE NETWORK LAND DEVELOPMENT CONSULTANTS, INC 20210 142ND AVE NE WOODINVILLE, WA 98072 01/24/24 CITY OF MEDINA PO BOX 144 MEDINA WA 98039 2024 CTY OF MEDINA ON-CALL PSA CITY OF MEDINA AS ADDITIONAL INSURED UNDER AUTO AND GENERAL LIABILITY POLICIES DocuSign Envelope ID: EB22067C-983D-4C34-8B0D-20D50F9379C3 Certificate Of Completion Envelope Id: EB22067C983D4C348B0D20D50F9379C3 Status: Completed Subject: Complete with DocuSign: Land Development Consultants, Inc. Contract.pdf Source Envelope: Document Pages: 20 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Aimee Kellerman AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 501 Evergreen Road Medina, WA 98039 akellerman@medina-wa.gov IP Address: 146.129.245.86 Record Tracking Status: Original 1/31/2024 10:15:54 AM Holder: Aimee Kellerman akellerman@medina-wa.gov Location: DocuSign Signer Events Signature Timestamp Mark Riley mriley@ldccorp.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 162.33.236.82 Sent: 1/31/2024 10:19:45 AM Viewed: 1/31/2024 12:40:05 PM Signed: 1/31/2024 12:40:49 PM Electronic Record and Signature Disclosure: Accepted: 1/31/2024 12:40:05 PM ID: afdfd179-d098-4933-8571-d3e980d7d7ca Stephen R. Burns sburns@medina-wa.gov City Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 146.129.245.86 Sent: 1/31/2024 12:40:50 PM Viewed: 1/31/2024 1:47:39 PM Signed: 1/31/2024 1:47:49 PM Electronic Record and Signature Disclosure: Accepted: 1/31/2024 1:47:39 PM ID: 58c32a32-1963-4e4b-85e6-7a5193e5afb9 Emily Romanenko eromanenko@omwlaw.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 20.245.107.76 Sent: 1/31/2024 1:47:50 PM Viewed: 1/31/2024 1:51:14 PM Signed: 1/31/2024 1:51:38 PM Electronic Record and Signature Disclosure: Accepted: 1/31/2024 1:51:14 PM ID: dfd08067-4ec1-409a-82eb-da4853d694e0 Aimee Kellerman akellerman@medina-wa.gov Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 146.129.245.86 Sent: 1/31/2024 1:51:39 PM Viewed: 1/31/2024 1:53:09 PM Signed: 1/31/2024 1:53:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Steve Wilcox swilcox@medina-wa.gov Development Services Director City of Medina Security Level: Email, Account Authentication (None) Sent: 1/31/2024 1:53:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/31/2024 10:19:46 AM Certified Delivered Security Checked 1/31/2024 1:53:09 PM Signing Complete Security Checked 1/31/2024 1:53:18 PM Completed Security Checked 1/31/2024 1:53:19 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Medina (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 1/30/2023 10:06:04 AM Parties agreed to: Mark Riley, Stephen R. Burns, Emily Romanenko Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Medina: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: akellerman@medina-wa.gov To advise City of Medina of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at akellerman@medina-wa.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Medina To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to akellerman@medina-wa.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Medina To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to akellerman@medina-wa.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. 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