Loading...
HomeMy WebLinkAboutBelfair Sewer Plan Amendment and Preliminary Design for PSIC - Contract MC Contract#19-034 MASON COUNTY AND KENNEDY/JENKS CONSULTANTS, INC. PROFESSIONAL SERVICES CONTRACT This CONTRACT is made and entered into by and between Mason County, hereinafter referred to as"COUNTY"and Kennedy/Jenks Consultants, Inc. referred to as"CONTRACTOR." RECITALS: WHEREAS, COUNTY desires to retain a person or firm to provide the following service: Completion of planning and design for the Belfair Sewer Extension to Puget Sound Industrial Center Project; and WHEREAS, CONTRACTOR warrants that it is qualified and competent to render the aforesaid services. NOW, THEREFORE, for and in consideration of the CONTRACT made, and the payments to be made by COUNTY, the parties agree to the following: General Conditions Scope of Services: CONTRACTOR agrees to provide COUNTY the services and any materials as set forth as identified in "Exhibit A Scope-of-Services,"during the CONTRACT period. No material, labor or facilities will be furnished by COUNTY, unless otherwise provided for in the CONTRACT. Term: The performance period for this CONTRACT will start April 23, 2019. Services Outside of Term: Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be performed at the expense of CONTRACTOR and are not compensable under this CONTRACT unless both parties hereto agree to such provision in writing. The term of this CONTRACT may be extended by mutual consent of the parties; provided, however, that the CONTRACT is in writing and signed by both parties Extension: The duration of this CONTRACT may be extended by mutual written consent of the parties. Compensation: The CONTRACT total value is not to exceed $439,816 unless amended by COUNTY and CONTRACTOR. Independent Contractor: CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent contractor, and nothing herein contained shall be construed to create a relationship of employer-employee. All payments made hereunder and all services performed shall be made and performed pursuant to this CONTRACT by the CONTRACTOR as an independent contractor. 1 CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified in "Exhibit B Compensation"and the CONTRACTOR is not entitled to any benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to employees of COUNTY. The CONTRACTOR represents that he/she/it maintains a separate place of business, serves clients other than COUNTY, will report all income and expense accrued under this CONTRACT to the Internal Revenue Service, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. CONTRACTOR will defend, indemnify and hold harmless COUNTY, its officers, agents or employees from any loss or expense, including, but not limited to, settlements,judgments, setoffs, attorneys'fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. Taxes: CONTRACTOR understands and acknowledges that COUNTY will not withhold Federal or State income taxes. Where required by State or Federal law, the CONTRACTOR authorizes COUNTY to withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by the CONTRACTOR will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax payments throughout the year, if any, and the CONTRACTOR is solely liable for any tax obligation arising from the CONTRACTOR's performance of this CONTRACT. The CONTRACTOR hereby agrees to indemnify COUNTY against any demand to pay taxes arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this CONTRACT. COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The CONTRACTOR must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on the CONTRACTOR's gross or net income, or personal property to which COUNTY does not hold title. COUNTY is exempt from Federal Excise Tax. No Guarantee of Employment: The performance of all or part of this CONTRACT by the CONTRACTOR shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of CONTRACTOR or any employee of CONTRACTOR or any sub-contractor or any employee of any sub-contractor by COUNTY at the present time or in the future. Accounting and Payment for CONTRACTOR Services: Payment to the CONTRACTOR for services rendered under this CONTRACT shall be as set forth in Exhibit B Compensation. Where Exhibit B requires payments by the COUNTY, payment shall be based upon written claims supported, unless otherwise provided in Exhibit B, by documentation of units of work actually performed and amounts earned, including, where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested, so as to comply with municipal auditing requirements. Acceptable invoices will be processed within 30 days of receipt. Unless specifically stated in Exhibit A or approved in writing in advance by the official executing this CONTRACT for COUNTY or his or her designee (hereinafter referred to as the "Administrative Officer"), COUNTY will not reimburse the CONTRACTOR for any costs or 2 expenses incurred by the CONTRACTOR in the performance of this CONTRACT. Where required, COUNTY shall, upon receipt of appropriate documentation, compensate the CONTRACTOR, no more often than monthly, in accordance with COUNTY's customary procedures, pursuant to the fee schedule set forth in Exhibit A. Withholding Payment: In the event the CONTRACTOR has failed to perform any obligation under this CONTRACT within the times set forth in this CONTRACT, then COUNTY may, upon written notice, withhold from amounts otherwise due and payable to CONTRACTOR, without penalty, until such failure to perform is cured or otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling CONTRACTOR to termination or damages, provided that COUNTY promptly gives notice in writing to the CONTRACTOR of the nature of the default or failure to perform, and in no case more than ten (10)days after it determines to withhold amounts otherwise due. A determination of the Administrative Officer set forth in a notice to the CONTRACTOR of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the CONTRACTOR acts within the times and in strict accord with the provisions of the Disputes clause of this CONTRACT. COUNTY may act in accordance with any determination of the Administrative Officer which has become conclusive under this clause, without prejudice to any other remedy under the CONTRACT, to take all or any of the following actions: (1) cure any failure or default, (2)to pay any amount so required to be paid and to charge the same to the account of the CONTRACTOR, (3)to set off any amount so paid or incurred from amounts due or to become due the CONTRACTOR. In the event the CONTRACTOR obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to CONTRACTOR by reason of good faith withholding by COUNTY under this clause. Labor Standards: CONTRACTOR agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis-Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions which are unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. Assignment and Subcontracting: The performance of all activities contemplated by this CONTRACT shall be accomplished by CONTRACTOR. No portion of this CONTRACT may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of COUNTY. Conflict of Interest: If at any time prior to commencement of, or during the term of this CONTRACT, CONTRACTOR or any of its employees involved in the performance of this CONTRACT shall have or develop an interest in the subject matter of this CONTRACT that is potentially in conflict with the COUNTY's interest, then CONTRACTOR shall immediately notify COUNTY of the same. The notification of COUNTY shall be made with sufficient specificity to enable COUNTY to make an informed judgment as to whether or not COUNTY's interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, COUNTY may require CONTRACTOR to take reasonable steps to remove the conflict of interest. COUNTY may also terminate this CONTRACT according to the provisions herein for termination. 3 Non-Discrimination in Employment: COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status. CONTRACTOR shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which CONTRACTOR is governed by such laws, CONTRACTOR shall take affirmative action to insure that applicants are employed, and treated during employment, without regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to: advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship, and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, CONTRACTOR shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. The foregoing provisions shall also be binding upon any sub-contractor, provided that the foregoing provision shall not apply to contracts or sub-contractors for standard commercial supplies or raw materials, or to sole proprietorships with no employees. Non-Discrimination in Client Services: CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an individual or business any service or benefits under this CONTRACT; or subject an individual or business to segregation or separate treatment in any manner related to his/her/its receipt any service or services or other benefits provided under this CONTRACT; or deny an individual or business an opportunity to participate in any program provided by this CONTRACT. Waiver of Noncompetition: CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to COUNTY, and CONTRACTOR further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to COUNTY. Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion- Lower Tier Covered Transactions: CONTRACTOR further certifies, by executing this CONTRACT, that neither it nor its principles is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or Agency. CONTRACTOR also agrees that it shall not knowingly enter into any lower tier covered transactions (a transaction between CONTRACTOR and any other person)with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, and CONTRACTOR agrees to include this clause titled "Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion - 4 Lower Tier Covered Transaction"without modification, in all lower tier covered transactions and in all solicitations for lower tier transactions. The"General Service Administration List of Parties Excluded from Federal Procurement or Non- procurement Programs" is available to research this information at http://epls.arnet.gov/. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by CONTRACTOR and/or its consultants or sub-contractors, in connection with performance of this CONTRACT, shall be the sole and absolute property of COUNTY. Any modification or reuse of such materials for purposes other than those intended by this CONTRACT shall be at COUNTY's sole risk and without liability to CONTRACTOR. When CONTRACTOR creates any copyrightable materials or invents any patentable property, CONTRACTOR may copyright or patent the same, but COUNTY retains a royalty-free, nonexclusive and irrevocable license to reproduce, publish, recover, or otherwise use the materials or property and to authorize other governments to use the same for state or local governmental purposes. CONTRACTOR further agrees to make research, notes, and other work products produced in the performance of this CONTRACT available to COUNTY upon request. Work Product: CONTRACTOR will provide COUNTY with all work product including; plans, data, maps, as- builds, and reports prior to the release of the final payment for services. Patent/Copyright Infringement: CONTRACTOR will defend and indemnify COUNTY from any claimed action, cause or demand brought against COUNTY, to the extent such action is based on the claim that information supplied by the CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those costs and damages attributable to any such claims that are finally awarded against COUNTY in any action. Such defense and payments are conditioned upon the following: A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim. B. CONTRACTOR shall have the right, hereunder, at its option and expense, to obtain for COUNTY the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to COUNTY. Confidentiality: CONTRACTOR, its employees, sub-contractors, and their employees shall maintain the confidentiality of all information provided by COUNTY or acquired by CONTRACTOR in performance of this CONTRACT, except upon the prior written consent of COUNTY or an order entered by a court after having acquired jurisdiction over COUNTY. CONTRACTOR shall immediately give to COUNTY notice of any judicial proceeding seeking disclosure of such information. CONTRACTOR shall indemnify and hold harmless COUNTY, its officials, agents or employees from all loss or expense, including, but not limited to, settlements,judgments, setoffs, attorneys'fees and costs resulting from CONTRACTOR's breach of this provision. Right to Review: This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Administrative Officer or by COUNTY's Auditor's Office. Prior notice will be provided and the review may include, but is not 5 limited to, on-site inspection by COUNTY agents or employees, inspection of all records or other materials which COUNTY deems pertinent to the CONTRACT and its performance, and any and all communications with or evaluations by service recipients under this CONTRACT. CONTRACTOR shall preserve and maintain all financial records and records relating to the performance of work under this CONTRACT for six(6)years after CONTRACT termination, and shall make them available for such review, within Mason County, State of Washington, upon request. CONTRACTOR also agrees to notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this CONTRACT. If no advance notice is given to CONTRACTOR, then CONTRACTOR agrees to notify the Administrative Officer as soon as it is practical. Insurance Requirements: At a minimum, CONTRACTOR shall provide insurance that meets or exceeds the requirements detailed in "Exhibit C Insurance Requirements." Insurance as a Condition of Payment: Payments due to CONTRACTOR under this CONTRACT are expressly conditioned upon the CONTRACTOR's strict compliance with all insurance requirements under this CONTRACT. Payment to CONTRACTOR shall be suspended in the event of non-compliance. Upon receipt of evidence of full compliance, payments not otherwise subject to withholding or set-off will be released to CONTRACTOR. Proof of Insurance: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY prior to CONTRACT execution. Industrial Insurance Waiver: With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers, agents and employees, CONTRACTOR expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act,for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this CONTRACT extend to any claim brought by or on behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by the parties to this CONTRACT. Defense and Indemnity Contract: To the fullest extent permitted by law, CONTRACTOR agrees to indemnify, defend and hold COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property which 1)are caused in whole or in part by any negligent or wrongful act or omission of CONTRACTOR, its employees, agents or volunteers or CONTRACTOR's subcontractors and their employees, agents or volunteers; or 2)are directly or indirectly arising out of, resulting from, or in connection with breach of this CONTRACT by CONTRACTOR, its employees, agents or volunteers or CONTRACTOR's subcontractors and their employees, agents or volunteers; for the value of the CONTRACT or$1,000,000, whichever is less. This indemnification obligation of the Provider shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of COUNTY, its employees or agents. In the event of the concurrent negligence of CONTRACTOR, its subcontractors, employees or agents, and COUNTY, its employees or 6 agents, this indemnification obligation of CONTRACTOR shall be valid and enforceable only to the extent of the negligence of CONTRACTOR, its subcontractors, employees and agents. This indemnification obligation of CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of CONTRACTOR are a material inducement to COUNTY to enter into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been mutually negotiated by the parties. Compliance with Applicable Laws, Rules and Regulations: This CONTRACT shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, political subdivisions of the State of Washington and Mason County. CONTRACTOR also agrees to comply with applicable Federal, State, County or municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals. Administration of Contract: COUNTY hereby appoints, and CONTRACTOR hereby accepts, the Mason County's Deputy Director/Utilities and Waste Management and his or her designee, as COUNTY's representative, hereinafter referred to as the Administrative Officer,for the purposes of administering the provisions of this CONTRACT, including COUNTY's right to receive and act on all reports and documents, and any auditing performed by the COUNTY related to this CONTRACT. The Administrative Officer for purposes of this CONTRACT is: Jerry Hauth, PE Public Works Director Mason County Public Works 100 W. Public Works Drive Shelton, WA 98584 (360)427-9670 x450, ihauth(a�co.mason.wa.us CONTRACTOR's Primary Contact's Information: Travis Tormanen, PE Vice-President Kennedy/Jenks Consultants, Inc. 32001 32nd Ave, South Suite 100 Federal Way,WA 98001 (253)835-6400, TravisTormanen ..kennedvienks.com Notice: Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer under this CONTRACT. Notices and other communication may be conducted via e-mail, U.S. mail, fax, hand-delivery or other generally accepted manner including delivery services. 7 Modifications: Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. Termination for Default: If CONTRACTOR defaults by failing to perform any of the obligations of the CONTRACT or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, COUNTY may, by depositing written notice to CONTRACTOR in the U.S. mail, terminate the CONTRACT, and at COUNTY's option, obtain performance of the work elsewhere. If the CONTRACT is terminated for default. CONTRACTOR shall not be entitled to receive any further payments under the CONTRACT until all work called for has been fully performed. Any extra cost or damage to COUNTY resulting from such default(s)shall be deducted from any money due or coming due to CONTRACTOR. CONTRACTOR shall bear any extra expenses incurred by COUNTY in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by COUNTY by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. Termination for Public Convenience: COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in its sole discretion, that such termination is in the interests of COUNTY. However, COUNTY will not terminate this CONTRACT for cause without providing CONTRACTOR written notice of the breach and a reasonable opportunity to cure. Whenever the CONTRACT is terminated in accordance with this paragraph, CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A Scope-of-Services and Exhibit B Compensation. An equitable adjustment in the CONTRACT price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this CONTRACT by COUNTY at any time during the term, whether for default or convenience, shall not constitute breach of CONTRACT by COUNTY. Termination for Reduced Funding: COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole discretion that such termination is necessary due to a decrease in available project funding. Whenever the CONTRACT is terminated in accordance with this paragraph, the CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A Scope-of-Services. Disputes: 1. Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the CONTRACT shall be brought to the attention of COUNTY at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. For objections that are not made in the manner specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive. 2. The CONTRACTOR shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for(1) any act or failure to act by the Administrative Officer of COUNTY, or(2)the happening of any event or occurrence, unless the CONTRACTOR has given COUNTY a written Notice of Potential Claim within ten (10)days of the commencement of 8 the act,failure, or event giving rise to the claim, and before final payment by COUNTY. The written Notice of Potential Claim shall set forth the reasons for which the CONTRACTOR believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. CONTRACTOR shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 3. The CONTRACTOR shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty(30)days of the accomplishment of the portion of the work from which the claim arose, and before final payment by COUNTY, the CONTRACTOR has given COUNTY a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. Arbitration: Other than claims for injunctive relief brought by a party hereto(which may be brought either in court or pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the parties under, arising out of, or related to this CONTRACT or otherwise, including issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by this CONTRACT. There shall be one arbitrator selected by the parties within ten (10)days of the arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief(including specific performance), or any other remedy available from a judge, including expenses, costs and attorney fees to the prevailing party and pre-award interest, but shall not have the power to award punitive damages. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of either party made not later than forty-five (45)days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Any arbitration proceeding commenced to enforce or interpret this CONTRACT shall be brought within one (1)year after the initial occurrence giving rise to the claim, dispute or issue for which arbitration is commenced, regardless of the date of discovery or whether the claim, dispute or issue was continuing in nature. Claims, disputes or issues arising more than one(1)year prior to a written request or demand for arbitration issued under this CONTRACT are not subject to arbitration. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this CONTRACT, the venue of such action of litigation shall be in the courts of the State of Washington and Mason County. Unless otherwise specified herein, this CONTRACT shall be governed by the laws of the State of Washington. Severability: If any term or condition of this CONTRACT or the application thereof to any person(s)or circumstances is held invalid, such invalidity shall not affect other terms, conditions or 9 applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this CONTRACT are declared severable. Waiver: Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this CONTRACT shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto.The failure of COUNTY or CONTRACTOR to insist upon strict performance of any of the covenants of this CONTRACT, 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, or any other covenants or contracts, but the same shall be and remain in full force and effect. Order of Precedence: A. Applicable federal, state and county statutes, regulations, policies, procedures, federal Office of Management and Budget(OMB)circulars and federal and state executive orders. B. Funding source agreement(s)including attachments C. Exhibit C Insurance Requirements Entire Contract: This written CONTRACT, comprised of the writings signed or otherwise identified and attached hereto, represents the entire CONTRACT between the parties and supersedes any prior oral statements, discussions or understandings between the parties. IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as of the date and year last written below. Kennedy/Jenks Consultants, Inc. BOARD OF COUNTY COMMISSIONERS MASON COUNTY ASHINGTON v(‘ JOA"dAlf , . Travis Tormanen, Vice-President evin Sh y, air Dated: 6(7/Zvl 9 Dated: 7/a7(3/)-0 q APPROVED AS TO FORM: Tim Whitehead, Chief DPA 10 EXHIBIT A SCOPE OF SERVICES Project Title:Belfair Sewer Extension Project Background Washington Station Department of Transportation(WSDOT)is planning to construct a new freight corridor to route regional,through traffic around the town of Belfair.The proposed SR-3 Freight Corridor(Freight Corridor)will run east of the existing SR-3 highway adjacent to the Belfair Water Reclamation Facility(WRF).Mason County(County)in partnership with the City of Bremerton(City)wishes to extend sewer along the Freight Corridor alignment between the Puget Sound Industrial Center and the WRF to expend the existing service area.Extending sewer service from the WRF to the terminus of the Freight Corridor will enable the County to expand sewer service to potential development area east along the existing SR-3 to the Puget Sound Industrial Center(PSIC).The County wishes to incorporate this design package into the WSDOT contract for the Freight Corridor and have it bid as a part of that project. Mason County selected Kennedy Jenks(Contractor)to amend the latest General Sewer Plan (GSP)to include the proposed service areas and prepare bid documents for sewer extension project between the WRF and the terminus of the Freight Corridor,which is anticipated to include two sewer lift stations and associated gravity and pressure main. • Project 1-SR-3 Freight Corridor Sewer System Pre-Design and GSP Amendment • Project 2-SR-3 Freight Corridor Sewer System Design This initial scope of work consists of Engineering Services to perform Project 1-Freight Corridor Sewer System Pre-Design and GSP Amendment. Project 2 scope,schedule and fee will be developed based on the findings and recommendations of Project 1 and approved by written amendment after the project is better defined during the Project 1 evaluations. As no portion of the contract may be assigned or subcontracted to any other individual,firm or entity without the express and prior written approval of County,the following subcontractors shall be approved for this project 1 • BHC Consultants • Landau Associates,Inc. • KPG • Lithic Analysts Project 1-SR-3 Freight Corridor Sewer System Pre-Design and GSP Amendment Contractor will develop a preliminary design for the Freight Corridor Sewer System and prepare a GSP Amendment for submission to the Washington State Depai tment of Ecology (Ecology). Task 1-Kick-off Meeting Contractor Services: 1. Kickoff Meeting a. Prepare for,attend,and facilitate the kick-off meeting with the County and design team members.The meeting is anticipated to have a 4-hour duration and will be attended by up to 5 design team staff. b. Client stakeholders,planned roles and responsibilities,project scope,schedule, budget,project controls processes,deliverables,workshops,key deliverable dates and milestones,and key technical issues shall be discussed.Contractor shall prepare and submit a meeting agenda and meeting notes. Deliverables: • Kick-Off Meeting Agenda(Electronic,Adobe Acrobat format). • Kick-Off Meeting Notes(Electronic,Adobe Acrobat format). Task 2-Review Existing Background Data Contractor Services: 1. Submit information request to County regarding supplemental information needed to perform work in this scope. 2. Review preliminary work completed by County. 3. Review existing draft General Sewer Plan(Belfair/Lower Hood Canal Water Reclamation Facilities Plan Supplemental Information) 4. Review the PSIC Sub-Area Plan Completed by the City of Bremerton 5. Review the latest Freight Corridor highway design from WSDOT's consultant. 6. Participate m a Stakeholder Objectives Workshop with key project stakeholders to discuss project goals and objectives. 7. Provide anticipated schedule of work. County Responsibilities: • Provide information requested by Contractor to extent possible • Provide list of agencies that should be included in Stakeholder Objectives Workshop • Provide key staff to participate in Stakeholder Objectives Workshop • Provide timely review and comments to meeting notes from each workshop. Assumptions: • Workshop will be held at County or City facilities • Workshop will include key stakeholder representatives who have the authority to weigh-in on important decisions or experience to provide technical guidance matter. Deliverables: • Comprehensive information request for supplemental background data to review. • Stakeholder Objectives Workshop meeting agenda and meeting notes Task 3-Prepare Pre-Design Report with Cost Estimates Contractor Services: 1. WSDOT Utility Permitting and Approvals a. Coordinate with project team and WSDOT to develop and secure the WSDOT utility permit approvals required for the project improvements located within WSDOT Limited Access and right of way(ROW). The exact nature of utility permit requirements with WSDOT is not known at current time but will be determined as part of Task 3 work. For the purposes of this scope of work,the Contractor is the lead for submitting/obtaining the following permits from WSDOT: • Application for Utility Permit or Franchise(DOT Form 224-696) • Utility Facility Matrix(DOT Form 224-696) • Utility Facility Exhibit Exhibit to identify utilities crossing limited access/WSDOT ROW by station/offset,milepost,utility desecration,and method of construction • Limited Access Break/Encroachment Request/Checklist 2. WSDOT Coordination Meeting a Contractor will prepare for and attend coordination meetings with the project team and WSDOT during the development of the utility permits. Up to six (6)meetings are assumed for this effort. 3, Preliminary Geotechnical Evaluation a Review readily available geologic/geotechnical information for the vicinity of the project corridor. b. Conduct a brief site reconnaissance of the project corridor.The purpose of the reconnaissance will be to collect information on the general nature and physical features of the project area. c. Prepare a technical memorandum to document preliminary conclusions and recommendations along with supporting information. 4. Wetland/Waterway Reconnaissance a. Conduct a wetland/waterway reconnaissance using guidance provided in the 1987 US Army Corps of Engineers(USACE)Wetlands Delineation Manual(USACE 1987),the 2010 USACE Regional Supplement to the Corps of Engineers Wetland Delineation Manual(USACE 2010),and Ecology's Determining the.Ordinary High Water Mark for Shoreline Management Act Compliance in Washington State(Anderson et al.2016). b. Review environmental information from readily available public domain resources to gain a general understanding of potential wetland and waterway issues at the site.Public domain resources consist of: i. WSDOT SR3 Freight Corridor documentation ii. Natural Resources Conservation Service Soil Survey data iii. National Wetlands Inventory mapping iv. Local Critical Areas mapping v. US Geological Survey topographic mapping vi. Recent aerial photography c. The field investigation will include an examination of vegetation,soils,and hydrology within the study area of the proposed project.Informal sampling points will be recorded to document wetland presence or absence.If present, wetland and surface water boundaries will be estimated on project mapping. Any wetland habitat within and beyond the study area,and within 300 feet will be estimated both visually and using public domain resources to assess their extent. d. Prepare a wetland reconnaissance technical memorandum: i, A summary of the methodology used ii. The size and rating of each wetland;including a characterization of wetland vegetation,soils,and hydrology;and the location and stream type of waterways iii. A scaled site map showing the approximate locations of wetlands/waterways and buffers iv. Supporting photographs. 5. Environmental Permitting and Approval Plan a. Develop an Environmental Project Permitting and Approvals Plan(the.Plan), which will address all environmental permits and approvals needed for the project,The Plan will include a detailed schedule for obtaining each permit and/or approval. b. The schedule will identify each permit/approval and show discrete activities for draft application development,review of each application by agency, incorporation of agency comments and revising the applications(if necessary),submittal of application to the approving entity,preparing responses to approving entity comments,agency review of responses, resubmittal to the approving entity,and anticipated duration for obtaining final approval. 6. Cultural Resources a. Identify and evaluate possible impacts to archaeological and historical cultural resources within the scope of the sewer pipeline and pump station portion of the overall project through research of existing archival documentation and data.Archival research consists of: i. Check of the Washington state site inventory and records(WISAARD) at the Department of Archaeology ii. Historic Preservation(DAHP)will be conducted prior to any field activity in order to determine the locations and character of sites already recorded in the project area and its vicinity.Previously recorded locations of archaeological sites may be identified and noted. b. Perform field pedestrian assessment after completion of the background research to verify field conditions,to identify and record historic properties and archaeological sites,and to update existing site inventory forms with the DAHP.Pedestrian survey will include hand excavation of shovel test probes (STPs),where appropriate. c. Present the results of these investigations in an electronic technical CRS report to present the results of archival and field investigations,and provide recommendations for eligibility and treatment of documented sites and for any additional discovery measures needed including the potential for construction monitoring in potentially sensitive locations. 7. Concept Development Workshop a. Participate in a Concept Development Workshop with the County and City to discuss conceptual design alternatives and approaches to the project based on latest information available from WSDOT's consultant 8. Conceptual Cost Estimates a. Prepare conceptual level design and planning level cost estimates for the alternatives that were identified in the Concept Development Workshop 9. Alternatives Selection Workshop a. Participate in Alternatives Selection Workshop with the County and City to select a preferred alternative to take into preliminary design. 10. Preliminary Design Report a. Prepare a Preliminary Design Report including maps/figures and pipeline and pump station alternatives evaluation to determine the recommended project and approach to civil,grading,utilities,geotechnical/structural,site power,instrumentation and controls,environmental and cultural resources. b. The Preliminary Design Report will consist of the following chapters: • Executive Summary • Chapter 1 Introduction and Background • Chapter 2 Basis of Design Criteria • Chapter 3 Gravity Collection System Evaluation • Chapter 4 Pump Station and Forcemain Evaluation • Chapter 5 Recommended Plan and Estimated Cost • Chapter 6 Site Civil,Grading and Utility Coordination • Chapter 7 Geotechnical and Structural Design Criteria • Chapter 8 Site Electrical and Facility Power • Chapter 9 Instrumentation and SCADA • Chapter 10 Environmental Permitting • Chapter 11 Cultural Resources • Appendices c. Prepare and submit draft Preliminary Design Report for the recommended plan based on direction received from the Alternatives Selection Workshop for County review. d. Conduct Preliminary Design review meeting with County and Department of Ecology. e. Prepare final report incorporating review comments and submit to County and Department of Ecology. County Services: • Provide key staff to participate in Concept Development and Alternatives Selection Workshops. • Provide timely review and comments to meeting notes from each workshop. • Where data is not available or in the format requested,industry standard practices and County assistance will be used to fill in data or formatting gaps. • County GIS or other existing source will be used for developing map figures. • County staff will participate in the development of acceptable population/employment,flow and loading projection methodologies. • Wastewater flow data for existing residential,commercial or industrial entities within the PSIC/Bremerton portions of potential new service areas that might be used in analysis will be made available in a single,non-iterative data source. • FCS Group will be separately retained by Mason County for financial planning. FCS Group report will be included in GSP Amendment Appendix and summarized in the report. • Provide timely review-of Draft Preliminary Design Report Assumptions: • All documents to be submitted in electronic(PDF)format unless otherwise noted. • WRF process and hydraulic design criteria will be readily available through existing data sources. • Process modeling of the WRF will not be performed as part of the GSP Amendment analysis. • Contractor will not separately develop sizing of collection system facilities to serve new areas. • Existing biosolids beneficial uses and disposal practices will be continued.No alternative beneficial uses will be evaluated. • WDOT's consultant will release progress updates on highway design project(profile and alignment drawings,etc),environmental permitting information,geotechnical investigation information and reports,and survey data. • Field explorations along the project corridor will not be performed. • Wetland/Waterway Reconnaissance does not include formal delineation of wetlands and the ordinary high-water mark(OHWM)in the field. • No additional wetlands/waterways beyond the SR3 Freight Corridor Project occur in the sewer extension project area • Contractor will be provided the most recent copies of WSDOT critical areas delineation report(s)from the SR3 Freight Corridor Project • Wetland field investigation will be limited to areas of the sewer extension project that are outside the SR3 Freight Corridor Project area • The segment of the sewer extension that is proposed along SR 3 will occur within the E right-of-way(ROW)or and adjacent utility corridor of the SR3 Freight Corridor Project • Wetland and waterway location/boundaries identified will be estimated on aerial photographs • Completion of new wetland rating forms is not included in this task. • Access permission to the study area will be provided by the County for Contractor personnel • WRF liquid and solid stream capital improvements that would become necessary to accept flows or loads beyond current permitted amounts will not be evaluated or estimated. These efforts will be deferred to a later Facility Plan that is excluded from this Scope of Services. • Surge analysis for the recommended collection system facilities to serve new areas will be performed by Contractor during final design. • Environmental Permitting and Approval Plan: o Environmental agency permits application review times submitted with the Environmental Permitting and Approval Plan will be estimated and based on experience on similar projects with similar permitting requirements.Actual agency time needed to review permit applications may vary from these estimates o Additional studies for impacts associated with cultural resources,traffic,air, noise,or housing are not included in this task o Figures to be included with the Checklist will be limited to those prepared under other tasks in this scope of work o The project will not require preparation of a SEPA Environmental Impact Statement.Either a Determination of Non-Significance(DNS)or a mitigated DNS will be issued for the project o Consultant will prepare all background documentation in support of a DNS or mitigated DNS. County staff will prepare and publish the staff report that accompanies the publication of the DNS(or mitigated DNS) o This scope does not include attending a public hearing o Contractor will provide a draft copy of the Checklist for review o This proposal does not include time for Contractor to respond to any public or resource agency comments on the Checklist after it has been published for public comment. If additional time is needed,that effort may be added by amendment. Deliverables: • Meeting agenda and meeting notes from Concept Development Workshop. • Concept level design alternatives(up to four)for the pipeline(s)and lift station(s) configuration • Meeting agenda and notes for Concept Development and Alternatives Selection Workshops. • Draft and final Utility Permits • Draft and final Utility Exhibits • Draft and final Limited Access Break/Encroachment Request/Checklist • Draft and final geotechnical preliminary design technical memoranda • Draft and final wetland/waterway reconnaissance technical memorandum • Draft and final and updated Environmental Permitting and Approvals Plans • Preliminary Design Report;Draft and Final Task 4-Amend Draft GSP Amendment Contractor Responsibilities: 1. General Sewer Plan Amendment a. Prepare updates to planning elements in the GSP including maps/figures of revised Belfair service area,descriptions of potential new areas, population/employment projections. A document format similar to the 2007 report will be used for this GSP Amendment. b. The contents are anticipated to include new service area collection system facility analysis and recommendations,as well as an outline of impacts and potential improvements that a future Facility Plan(not in contract)would address to treat the additional flows at the Belfair WRF. New collection system infrastructure will be constructed to discharge directly to the headworks of the Belfair WRF. Where appropriate the report will defer to information included within the 2001/2004 report to meet some requirements: General Sewer Plan Requirements WAC 173-240-050 WAC Description GSP Amendment Approach 3a Purpose for plan General description of intended service to new areas. 3b Ownership and O&M responsibilities Brief summary-same County ownership. 3c Service boundaries Mapping developed to illustrate proposed boundaries, including Bremerton areas outside the Belfair UGA. 3d Existing sewers Mapping and supportive text developed to illustrate proposed Proposed sewers sewers and natural geographic features of potential new Topography service areas.2001/2004 report will be referenced to describe Streams,Lakes major nearby water system facilities. Water systems 3e Population trends Use County/state data sources to project. 3f Wastewater facilities within 20 miles Reference 2001/2004 report. 3g I/I problems N/A-no existing infrastructure. 3h Adequacy of treatment systems Existing process facilities and permitted capacity of Belfair WRF will be summarized and compared against new area flow projection totals. The needed elements of a required future Facility PIan report,with system"triggers"that will initiate it, will also be summarized. 31 Industrial wastewater sources Wastewater characterization,Significant industrial User (SIU),and pre-treatment policies for existing and future potential industry will be discussed. 3k Collection alternatives Pre-design report alternatives to be summarized. Treatment alternatives Reference 2001/2004 report. Disposal alternatives No study yet if needed. 31 Construction cost estimates Capital and O&M costs associated with recommended new O&M cost estimates collection system and WRF improvements will be developed Financial plan -FCS work will be briefly summarized and referenced in the amendment with full FCS Group work included in Appendix General Sewer Plan Requirements WAC 173-240-050 3m Compliance w/management plan Brief summary. 3n SEPA compliance SEPA checklist will be prepared. Other Requirements/Elenients SSSHB 1338/Reclaimed Water Rule Existing reclaimed water permit will be referenced,additional studies recommended if projected capacity of Belfair flows exceed permitted discharge. Public information Limited to documents developed as part of the amendment. Public hearings/meetings Information for meetings held will be incorporated. c. GSP Amendment will be based on the chapter outline included within the 2001/2004 and 2007 reports and consist of the following: • Chapter 1 Introduction • Chapter 2 Study Area Environment • Chapter 3 Land Use and Population • Chapter 4 Wastewater Flows and Loadings • Chapters 5 and 8 Regulations • Chapter 10 Treatment Alternatives • Chapter 11 Collection System Alternatives • Chapter 13 Financial Plan • Chapter 14 Public Participation • Executive Summary and Appendices 2. Perform flow projections based on latest available growth projection and recommended I/I assumptions. 3. Perform collection system analysis using information from existing data.Integrate preliminary design facilities developed in Task 1.2. 4. Assess impact to WRF with the following considerations: a. Flow and loading b. Industrial considerations/policies-wastewater characterization,SIUs, pretreatment,local limits as may need to be considered c. Process evaluation d. NPDES/subsurf ace discharge considerations 5. Perform a water rights impairment preliminary analysis to determine if a water rights impairment analysis(as described in Ecology's adopted reclaimed water rule)is required as a part of this project,and if not,what"triggers" would necessitate the analysis to be performed. 6. SEPA Checklist(Non-Project Action) a. Prepare the SEPA Checklist for the general sewer plan amendment in conformance with Washington Administrative Code(WAC)197-11-960 and County standards. b. The SEPA Checklist(Checklist)will briefly describe the project and address the project's effects on elements of the environment,including a section for non- project actions,as outlined in the Checklist. c. Use project information and other available studies prepared for the project,such as the documentation prepared for the additional tasks/subtasks included in this proposal. 7. Submit SEPA checklist for GSP Amendment to County for approval as a non-project action. 8, Submit a GSP Amendment to Ecology for review. County Responsibilities: • Participate in Ecology coordination conference calls. Assumptions: • The County does not have an existing General Sewer Plan approved by Ecology.It is assumed that Ecology will accept an amendment to the County's 2007 Belfair/Lower Hood Canal Water Reclamation Facilities Plan Supplemental Information as the GSP Amendment. Contractor has no responsibilities nor scope/budget regarding General Sewer Plan approval activities. • The GSP Amendment will be based on and expand on the analyses in two previous planning documents associated with the Belfair sewer system-the July 2001/Amended December 2004 Belfair/Lower Hood Canal Water Reclamation Facilities report by Gray and Osborne and the May 2007 Belfair/Lower Hood Canal Water Reclamation Facility Supplemental Information report by Murray,Smith and Associates.Collectively,these documents evaluated both sewer collection and treatment facilities that have since been constructed and placed in operation, meeting the requirements of a GSP under the Washington Administrative Code (WAC)173-240-050 for the existing system service area. • As the sewer infrastructure developed to serve the three new areas will be geographically isolated from existing system infrastructure,re-evaluation of existing facilities will not be necessary.New collection system infrastructure will be constructed to discharge directly to the headworks of the Belfair WRF. • Anti-degradation Study and/or Water Rights Impairment Analysis as called out in the new reclaimed water rule will not be required because the project does not intent to increase the rated capacity of the existing WRF. • If Ecology will require a pre-analysis of the new Reclaimed Water Rule with regard to this project to determine of a water right impairment analysis is required,it is assumed that future improvements beyond the scope of this project. • One round of Ecology review comments will be required to received approval of GSP Amendment. Deliverables: { • Water Right Impairment Preliminary Analysis • General Sewer Plan Amendment Draft and Final. Project 2-SR-3 Freight Corridor Sewer System Design-To Be Added by Amendment Contractor Services: Design services to be added by amendment after the completion of Project 1-SR-3 Freight Corridor Sewer System Pre-Design and GSP Amendment. Tasks anticipated to be included in Project 2 Design are summarized below. Task 1-Topographic Survey and Right of Way Task 2-Geotechnical Engineering Task 3-Environmental Permitting Task 4-Engineering Design of Construction Drawings and Specifications Task 5-Bid Assistance Project 1-Project Management and Quality Control Contractor Services: Task 1-Project Management 1. Project Setup a. Contractor will set up the project within Contractor's accounting system,prepare subconsulting agreements,and issue a Project Initiation Plan to the deign team, outlining the scope and budget,and develop a baseline schedule. 2. Project Work PIan a. Contractor shall prepare a Project Plan(PWP) as part of the project development efforts.The PWP shall consist of: i. County and City Expectations ii. Scope of Work (from contract) iii. Staffing Plan,including the Team Organization and Responsibilities iv. Work Plan v. Baseline Schedule(MS Project) vi. Quality Plan vii. Health and Safety Plan(HASP) 3. Project Management and Administration a. Contractor shall provide project management services needed to execute the scope of work. This shall consist of project administration related to schedule, budget,and scope management,and communication of project activities with the County. b. Contractor will provide management and oversight of in-house project personnel and subconsultants throughout the project.This task shall also consist of the provision of administrative support in the Contractor's office for the duration of the project. c. Contractor will review and monitor project budget and progress on a regular basis,as well as management of in-house and subconsultant activities. d. Contractor will allocate resources to meet project objectives based on this scope of work and will perform project controls activities to accomplish day to day management of the work. e. Contractor will prepare and maintain a Major Decisions Log(MDL) that documents the County's major decisions related to the Project and include a monthly update with the progress status report. Deliverables: • Major Decisions Log updates(electronic,Adobe Acrobat format). 4. Monthly Project Invoice and Status Report a. Contractor will establish and maintain a Project accounting system to organize and track Project costs in accordance with the Agreement and the work breakdown structure(WBS). b. Contractor will prepare and submit monthly invoices electronically to the County in accordance with the Agreement.Invoices shall be prepared and submitted electronically on a monthly basis.Invoices shall include: i. breakdown of staff effort by major task; ii. a summary of expenditures for the month by major task; iii. a summary of expenditures to date by major task; iv. the amount previously invoiced; v. total invoiced;and vi. budget amount remaining. c. The monthly progress report shall provide narrative summaries of the work performed through the most recent month,planned activities for the upcoming month,items requiring resolution or decisions by the County and issues/concerns,information needs,and a performance schedule update. 5. Schedule Development and Update a. Develop a baseline project schedule for the Project activities defined in this Scope of Work following the notice to proceed and shall maintain the schedule through the life of the project b. The schedule will identify the major activities for the Project(e.g.task and subtask level activities). c. The schedule will be updated quarterly for the Project tasks. Deliverables: • Draft and final versions of Baseline Project Schedule • Quarterly updates of Project Schedule 6, Monthly Progress Meetings a. Prepare for,attend,and conduct monthly progress meetings that will include a review of progress,discussion of items requiring feedback,list of outstanding issues requiring resolution,status of scope,schedule and budget,and review of risks.Contractor Project Manager will attend most meetings in person. Additional key staff may attend in person or via conference call. b. Contractor shall prepare and submit meeting agendas and meeting minutes for the progress meetings.For the purposes of this scope of work,a total of 8 meetings are assumed.The meetings are anticipated to have a 2-hour duration and will be attended by up to 2 design team staff. Deliverables: • Meeting agenda and notes(Electronic,Adobe Acrobat format) Task 2-Quality Control 1. Quality Management Plan a. Prepare a Quality Management Plan(QMP)for the project that identifies procedures,compliance methods,lines of communications and responsibilities, methods of checking and correcting the work,formats and procedures for responding to County's comments on deliverables,and record keeping requirements. The QMP shall also identify personnel and schedules to complete QA/QC reviews of the work and deliverables. 2. QA/QC Monitoring and Project Reviews a. Conduct an in-house Concept and Criterion(C&CR)meeting early in the project to obtain focused technical input from senior Contractor staff based on their experience from other similar projects. b. Review draft technical memoranda,the draft preliminary design report, Construction Document Submittals(e.g.30%,60%,90%,100%),and other deliverables included in the scope of work will be reviewed.Reviews will be performed by senior Contractor staff as identified in the QMP. Task 3-Health and Safety 1. Prepare a Project-Specific Health and Safety Plan a. A project-specific health and safety plan(HASP)shall be prepared prior to initiating any field activities. EXHIBIT B COMPENSATION NOTE-include billing/invoice specifics. A. Compensation: CONTRACTOR will be compensated not more than $1,500,000 for Project 1 and 2 services. Compensation for Project 1 services shall not exceed $439,816. Estimated Project/Task Effort Project 1 -SR 3 Freight Corridor Sewer System PreDesign and GSP Amend Task 1. Kickoff Meeting $7,823 Task 2. Review Existing Background Data $18,072 Task 3. Prepare Preliminary Design Report with Cost Estimates 1.WSDOT Utility Permitting and Approvals $19,578 2.WSDOT Coordination Meetings $10,391 3. Preliminary Geotechnical Evaluation $13,970 4.Wetland/Waterway Reconnaissance $13,420 5. Environmental Permitting and Approval Plan $10,670 6. Cultural Resources $21,559 7. Concept Development Workshop $7,093 8. Conceptual Cost Estimates $15,385 9. Alternatives Selection Workshop $7,093 10. Preliminary Design Report $103,351 Task 4 General Sewer Plan Amendment $135,130 Project 1 -Subtotal $383,533 Project 1 -Project Management and Quality Control Task 1. Project Management $37,343 Task 2.Quality Control $17,770 Task 3. Health and Safety $1,170 Project 1 -PM and QC Subtotal $56,283 Project 1 -Total $439,816 B. Requests for Payment: 1.At a minimum the invoice is to include: performance period; date of submission; CONTRACTOR's name, remittance address and phone number; number of hours being billed; invoice total; and any additional applicable information. 2. Submit via e-mail to: Jerry Hauth, PE Public Works Director Mason County Public Works 100 W. Public Works Drive Shelton,WA 98584 (360)427-9670 x450 jhauth@co.mason.wa.us 3. Payment will be made to CONTRACTOR within thirty(30)days of the receipt of a complete and accurate invoice EXHIBIT C INSURANCE REQUIREMENTS A. MINIMUM Insurance Requirements: 1. Commercial General Liability Insurance using Insurance Services Office"Commercial General Liability" policy form CG 00 01. Defense costs must be paid in addition to limits. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate,for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 2.Workers' Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits for CONTRACTOR's, with two (2)or more employees and/or volunteers, no less than $1,000,000 per accident for all covered losses. 3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non-owned and hired autos, or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single limit. If CONTRACTOR owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. 4. Professional liability(errors &omissions) insurance. CONTRACTOR shall maintain professional liability insurance that covers the services to be performed in connection with this CONTRACT, in the minimum amount of$1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this CONTRACT and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this CONTRACT. 5. Excess or Umbrella Liability Insurance(Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be"pay on behalf", with defense costs payable in addition to policy limits. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to COUNTY for injury to employees of CONTRACTOR, subcontractors or others involved in the Work.The scope of coverage provided is subject to approval of COUNTY following receipt of proof of insurance as required herein. B. Certificate of Insurance: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY prior to CONTRACT execution. C. Basic Stipulations: 1. CONTRACTOR agrees to endorse the Commercial General Liability and Business Auto coverages required herein to include as additional insureds COUNTY, its officials, employees and agents, using ISO endorsement CG 20 10 04/13 and CG 20 37 04/13. CONTRACTOR also agrees to require all subcontractors, and anyone else involved in this CONTRACT on behalf of the CONTRACTOR(hereinafter"indemnifying parties")to comply with these provisions. 2. CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of any insurance proceeds, and to require all indemnifying parties to do likewise. 3. All insurance coverage maintained or procured by CONTRACTOR or required of others by CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to COUNTY, or must specifically allow the named insured to waive subrogation prior to a loss. 4. All coverage types and limits required are subject to approval, modification and additional requirements by COUNTY, provided that any modifications or additions to the required coverages will require the approval of CONTRACTOR. CONTRACTOR shall not make any reductions in scope or limits of coverage that may affect COUNTY's protection without COUNTY's prior written consent. 5 CONTRACTOR agrees upon request by COUNTY to provide redacted copies of any policies required within 20 days of such request. COUNTY has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests at COUNTY's cost. Any actual or alleged failure on the part of COUNTY or any other additional insured under these requirements to obtain proof of insurance required under this CONTRACT in no way waives any right or remedy of COUNTY or any additional insured, in this or in any other regard. 6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to COUNTY. 7. CONTRACTOR agrees not to self-insure any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self-insure its obligations to COUNTY. If CONTRACTOR's existing coverage includes a self-insured retention, the self- insured retention must be declared to the COUNTY. 8. CONTRACTOR will renew the required coverage annually as long as COUNTY, or its employees or agents face an exposure from operations of any type pursuant to this CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated for any reason. Termination of this obligation is not effective until COUNTY executes a written statement to that effect. 9. The limits of insurance as described above shall be considered as minimum requirements. Should any coverage carried by CONTRACTOR or a subcontractor of any tier maintain insurance with limits of liability that exceed the required limits or coverage that is broader than as outlined above, those higher limits and broader coverage shall be deemed to apply for the benefit of any person or organization included as an additional insured. 10. Reserved. 11. The requirements in this Exhibit supersede all other sections and provisions of this CONTRACT to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 12. Unless otherwise approved by COUNTY, insurance provided pursuant to these requirements shall be by insurers authorized to do business in Washington and with a minimum A.M. Best rating of A-:VII. 13. All insurance coverage and limits provided by CONTRACTOR and available or applicable to this CONTRACT are intended to apply to the full extent of the policies. Nothing contained in this CONTRACT limits the application of such insurance coverage. 14. CONTRACTOR agrees to provide prompt notice to COUNTY of any notice of cancellation of any required policy, other than for non-payment of premium. CONTRACTOR shall assure that this provision also applies to any of its employees, agents or subcontractors engaged by or on behalf of CONTRACTOR in relation to this CONTRACT. 15. COUNTY reserves the right at any time during the term of the CONTRACT to change the amounts and types of insurance required by giving the CONTRACTOR ninety(90)days advance written notice of such change, provided that CONTRACTOR's consent is required for any such change. If such change results in additional cost to the CONTRACTOR, the COUNTY and CONTRACTOR will renegotiate CONTRACTOR's compensation. 16. Requirements of specific coverage features are not intended as limitation on other requirements or as waiver of any coverage normally provided by any given policy. Specific reference to a coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all-inclusive. 17. CONTRACTOR agrees to provide immediate notice to COUNTY of any claim or loss against CONTRACTOR arising out of the work performed under this CONTRACT. COUNTY assumes no obligation or liability by such notice, but has the right(but not the duty)to monitor the handling of any such claim or claims if they are likely to involve COUNTY.