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HomeMy WebLinkAboutMott MacDonald - Contract Mc coh�rac� # 23-oo� CONSULTANT AGREEMENT BETWEEN MASON COUNTY MOTT MACDONALD, LLC Al 1 N 5th St 1601 51h Ave, Suite 800 Shelton, WA 98584 Seattle WA 98101 Agreement Summary PROJECT: COMPLETION OF DATA FOR THE SQUAXIN/MASON COUNTY MOA This agreement is made between MASON COUNTY ("CLIENT") and Mott MacDonald, LLC ("CONSULTANT"). CONSULTANT will provide professional consulting services for the CLIENT. The scope of work and project are described in the Scope of Work attached hereto as Exhibit A (the "SOW"). Performance Services provided under this agreement will be performed by CONSULTANT from January 2023 through June 2023, unless modified by a written agreement of the parties. Compensation and Payment The CLIENT shall pay CONSULTANT on a time and materials basis, not to exceed $45,937 in accordance with the Budget set forth below. CONSULTANT will invoice the CLIENT on a monthly basis. Invoices will include the hourly rate(s) for services performed, the hours worked, additional expenses and costs incurred, and the date concluded. CLIENT shall pay the invoice within thirty (30) days of receipt. Budget and Timeline CONSULTANT will invoice CLIENT on a time and materials basis, with a total not to exceed $45,937, which includes travel and other reasonable expenses and costs. Our estimated time and cost per deliverable are shown in the SOW. The actual time and cost may vary from this estimate depending on factors outside of our control, however, the total spent will not exceed the maximum stated above without the CLIENT's prior written consent, or unless the actual amounts of third-party expenses and costs incurred by us substantially exceed our estimates, in our sole discretion. The timeline for this project is approximately 6 months, with a final project schedule to be determined collaboratively between the CLIENT and the CONSULTANT project team. Adherence to the project schedule will depend upon the timely availability of data, feedback on draft deliverables, and other material from the CLIENT project team. Changes CONSULTANT will accommodate CLIENT's material changes to, or requests for work outside of, the SOW attached hereto as Exhibit A, provided that such material changes or requests, and the compensation payable to CONSULTANT therefor, are agreed to in writing pursuant to the Amendment in substantially the form attached to this Agreement Summary as Exhibit C. Terms and Conditions [Type here) This agreement incorporates by reference the SOW attached hereto as Exhibit A, and the Standard Terms and Conditions attached hereto as Exhibit B (together, and with all exhibits, attachments and schedules hereto, the "Agreement"). The Agreement constitutes a binding contract between CLIENT and CONSULTANT. Acceptance By their execution below, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature below (the "Effective Date"), and each signatory represents that it has the full authority to accept this Agreement, and to bind her/his respective party to all of the terms and conditions herein. MASON COUNTY MOTT MACDONALD, LLC rh't-7- By: Title: �k,-4"S�7 �--✓" Title: Senior Vice President Date: �23 Date: 1/27/2023 EXHIBIT A SCOPE OF WORK & BUDGET Task 1: Compile Relevant Data During Task 1, Mott MacDonald, LLC(MM)will compile the following datasets and existing reports from Mason County, WDOH, Ecology,State Office of Financial Management(OFM), and other parties. MM believes these data will be sufficient to answer key questions but may make use of other available data as needed: e Parcel data with assessed property value(land and improvements)and current land use classification; £ Mason County Zoning classification; • Parcels with on-site sewage system permits; • Parcels with County Group B water system permits; • Public water system service areas and well locations; • Subbasin boundaries; • Forest Legacy Program parcels; • Environmentally sensitive areas(e.g. wetlands,strearns,waterbodies, and associated buffer zones;flood hazard areas;andgeological hazard areas(steep slopes/, landslide hazard areas); e OFM population estimates at census tract level;and, • 2021 Final Draft Watershed Restoration and Enhancement Plan,2021 Belfair DEIS Urban Growth Area; Goldsborough Creek Draft Initial Case Report,Chapter 173-514 WAC. Assumptions: Data will be provided in a usable GIS-compatible format(shapefile,geodatabase,txt/csv).The County will notify MM of other datasets that might be useful for the analysis. Deliverables:NA Task 2: Inventory Current Water Uses This task will address item 1 in the RFP scope-of-work by identifying which parcels are associated with Group A systems, Group B systems and permit exempt(PE)wells;and estimating associated water use.To accomplish this, MM will: identify parcels within Group A water system boundaries.These will be excluded frorn analysis of PE well water use. ,, Among the remaining parcels, identify those associated with Group B water systems. Identify parcels with building improvement assessed values greater than$10,000 and with parcel assessor categories that indicated development. Investigate parcels with septic systems according to County records that are not identified by the above method to firm up this analysis.These parcels will be considered to have a dwelling that requires water,and thus, relies on a PE well or a Group B system. Using water-budget values from Final Draft Watershed Restoration and Enhancement Plan,estimate the total water use and estimated consumptive water use for each developed parcel outside the Group A service areas and summarize by sub-basin. Assumptions: MM will use WDOH mapped service areas to identify parcels in Group A water systems. Water budget values from the Final Draft Watershed Restoration and Enhancement Plan are acceptable for water use estimation.Group B water systems will be identified using available County-data. Deliverables:GIS parcel coverage with the following attributes included for each parcel:water source: (Group A,Group B or PE Well; building: (Yes/No);Subbasin of parcel centroid;Septic(Yes/No) Task 3: Estimate Future Growth and Water Used Distributed Per Sub-Basin This task will satisfy MOU elements 5.3.2,5.3.3 and 5.3.4 by estimating magnitudes and patterns of future growth and identifying associated constraints on growth. ,. Estimate future population distributions within and outside urban growth areas based on OFM census level data. Remove potential development of environmentally sensitive areas(e.g.wetlands, steep slopes,flood hazard zones). Identify sub-basins where streamflow regulations to protect salmonid species (i.e. Chapter 173-514 WAC)will constrain water use by requiring mitigation for new water withdrawal. l). Develop Land Capacity Analysis based on existing zoning(or future zoning provided by County)and currently developed areas. c. Employ WDOH data to identify expansion capacities of Group A public water systems based on WDOH approved vs. current numbers of connections. Identify public water systems without sufficient WDOH authorization to absorb future growth (as defined by"a"or"b"above). Confer with the County on how to handle such areas. d. For the Johns and Goldsborough Creek subbasins, use growth projections to refine and make more realistic water use estimations using the draft document for Goldsborough Creek provided by the County as a template. According to the draft document,this includes evaluating a subset of 100 parcels to assess the likelihood of development on each parcel. Assumptions: Land Capacity Analysis will be performed for one scenario of future development constraints as provided by the County(expected to be existing zoning).Additional alternatives could be performed at additional project cost. For Task 3d, MM will work with County staff to resolve key differences or inconsistencies between results of the methods described in 3a and 3b above and identify an acceptable growth projection to be used in water-use analysis. MM will also work with the County and key stakeholders (as identified by the County) as to how to select the subset of 100 parcels and what criteria will be used to assess suitability for development. Deliverables:Additional attributes in GIS coverage prepared under Task 2 regarding environmentally sensitive areas and sub-basins constrained by streamflow requirements. GIS coverage and database of public water systems, including service areas,current and authorized connections. Task 4: Documentation The following deliverables will be provided to the County in draft form. MM and County staff will discuss comments on the drafts and MM will incorporate comments to finalize the reports. Documents "c" and "d" satisfy MOU element 5.4a. a. Technical memorandum to document land capacity analysis. b. Memorandum to update the Final Draft Watershed Restoration and Enhancement Plan(e.g. Appendix H)with improved summary of current and future development and water use. c. Goldsborough Creek subbasin Initial Case Report update (if needed after MM review). d. Johns Creek subbasin Initial Case Report(structured similar to Goldsborough Creek report.) e. Geodatabase with GIS layers used in the analysis including data field descriptions(e.g. "readme" file). Assumptions: Draft and final deliverables will be digital.Text will be provided in Word document format to facilitate the County's review. Comments on individual draft deliverables will be provided in a single response and any conflicting edits will be resolved by the County prior to submittal to MM. One conference call per draft deliverable will be attended by MM to discuss County edits. Deliverables:Draft and final deliverables will be digital.Text will be provided in Word document format to facilitate the County's review with final versions also as PDF's.See items a through a above for specific deliverables. Task 5: Project Management MM employs a project management approach and methodology that promotes successful outcomes for our clients and their projects.Our approach incorporates: understanding of client's needs;joint strategic planning between our client and MM's project manager;project goals placed in the context of science, regulations, and budgets;development of appropriately detailed scopes of work;continuous project management; monthly submittal of detailed progress reports;client review of interim work products and recommendations;and overarching quality assurance/quality control, Integration and coordination of project activities is overseen by MM's project manager, and benefits by the facts that: 1)the project manager is involved,on various levels,with all elements of the project scope; and 2) MM hydrogeologists and GIS Analysts are a close,tight-knit group of highly qualified individuals that functions with a high level of multi-disciplinary teamwork to most effectively solve problems for our clients. Assumptions:MM will attend a virtual kick-off meeting with the Tribe to discuss project goals and adjustments to our proposed scope to attain those goals. MM will also present final study results at one virtual meeting with key stakeholders identified by the County. Deliverables: Monthly invoices and progress reports. i PGG Hourly Labor Task Number/Task/Subtask Estimates Task Adn,in Total Labor Cost Principal Sr.Staff GIs Cost 1,Compile Relevant Data $2,856 A Contact various agencies to request data(or download current data from 1 4 $973 web) B Verify data 6 $1,027 C Import and extract datasets to project extents 5 $856 2.Inventory Current Water Uses $5,027 A Identify Group A parcels 2 $342 B Identify Group B parcels 6 $1,027 C Identify Parcels with Building Improvements and Septic Systems 10 $1,712 D Estimate Total and Consumptive Water Use 2 8 $1,946 3,Estimate Future Growth and Water Used Distributed Per Sub-Basin $14,541 A Estimate Future Population Using OFM Dataset 1 8 $1,658 B Conduct Land Capacity Analysis 6 20 $5,153 C Identify Public Water System Expansion Capacities Based on WDOH Data 2 8 $1,946 D1 Refine Johns and Goldsborough Creek Subbasin Water Use Estimates 4 10 $2,865 D2 Perform Assessment of Development Suitability for 100 Parcels In Critical 3 12 $2,919 Areas 4.Documentation $15,803 Land Capacity Analysis Al. Draft Land Capacity Analysis Memo 8 16 $5,046 A2.Receive County Comments and Finalize Land Capacity Analysis Memo 2 6 $1,604 Final Draft Watershed Restoration and Enhancement Plan B1. Draft Memo Updating Development and Water Use Sections of the Plan 2 12 $2,631 B2. Receive County Comments and Finalize Development and Water Use Sections 2 4 $1,261 Goldsborough Creek Subbasin Initial Case Report Update Cl. Draft Case Report 1 6 $1,315 C2. Receive County Comments and Finalize Case Report 1 2 $631 Johns Creek Subbasin Initial Case Report 01. Draft Case Report 1 10 $2,000 D2. Receive County Comments and Finalize Case Report 1 2 $631 Geodatabase with GIS Lavers used in Analysis El. Single deliverable,including data field descriptions 4 $685 S.Project Management $7,711 A Kickoff Meeting,Scope Adjustments 2 2 2 $1,308 B Project coordination,invoicing,client comm. 6 12 6 $4,565 C Virtual meeting to present study results to County-selected stakeholders 4 4 $1,838 Total Hour Estimates 49 14 167 6 236 Subtotal Dollars $14,132 $2,720 $28,582 $504 $45,937 Estimated Project Cost $45, 337 EXHIBIT C FORM OF AMENDMENT PROJECT: Name/Number Amendment Number: Amendment Effective Date: This Amendment (this "Amendment") is incorporated by reference into and made a part of the Consulting Services Agreement dated as of by and between MASON COUNTY ("CLIENT") and MOTT MACDONALD, LLC ("CONSULTANT") including the attachments, schedules and exhibits attached thereto (the "Agreerent"). Capitalized terms used but not defined herein have the meanings assigned to them under the Agreement. The parties to the Agreement agree to make the following additions or modifications to the SOW as follows: [Describe changes] Except as modified by this and any previously issued Amendment, all other terms and conditions of the Agreement remain in full force and effect. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be as effective as delivery of an original signed counterpart of this Amendment. By their execution below, the parties hereto have agreed to all of the terms and conditions of this Amendment effective as of the Amendment Effective Date listed above, and each signatory represents that it has the full authority to accept this Amendment, and to bind her/his respective party to all of the terms and conditions herein. CLIENT MOTT MACDONALD, LLC By: ��/���+ST'�cTo< Title: Senior Vice President Date: !2 3 Date: 1/27/2023 [Type here] 15.1 This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations,representations,understandings or agreements either written or oral made or exchanged between the parties prior to the execution of this Agreement. 15.2Consultant may not assign this Agreement except with the consent of the Client, which consent shall not be unreasonably withheld. Consultant shall not be liable or responsible for any means, methods, sequences, procedures or techniques of construction contractors or to ensure project site safety,such responsibilities and liabilities for construction and/or project site safety resting solely with the Client or parties other than Consultant. 7 15.3 This Agreement shall be governed by and construed in accordance with the laws of the state of the location of the project defined in the Proposal. Before submitting a dispute to the courts, the parties agree to submit such dispute to senior management to attempt to resolve the dispute. 15.4 Nothing in this Agreement shall create or shall be construed so as to create the relationship of principal and agent between the Client and Consultant,and for all purposes Consultant shall be an independent contractor in performing the Services. 15.5 No waiver by either party hereto of any breach of any of the covenants herein contained shall take effect or be binding upon that party unless the same be expressed in writing and any waiver so given shall extend only to the particular breach so waived and shall not limit or affect any rights with respect to any other future breach. 15.6 The invalidity of any provision or unenforceability thereof shall not affect the validity or enforceability of any other provisions hereof. 15.7 The provisions of Articles 1, 2, 3, 6, 8(Article 8 for a period of Five (5) years), 10 and 14 shall survive the suspension or termination of this Agreement. Article 8-Confidential Information 8.1 Consultant shall not disclose any confidential information of the Client relating to the Project communicated to or acquired by Consultant in the course of carrying out the Services which if known by others would have a material and adverse affect on the business and operations of the Client. Consultant shall use such confidential information only for purposes that relate to the performance of the Services and not for any other purpose without the consent of the Client. Similarly, the Client shall not disclose any confidential information of Consultant communicated to or acquired by the Client except as may be required by others who are performing work or services in connection with the Project and who have entered into a confidentiality agreement satisfactory to Consultant. 8.2 Confidential information shall not include any information which (a) was at the time of disclosure by the originating party (hereinafter the"Disclosing Party:)to the party to whom the Disclosing Party intended it(hereinafter the`Receiving Party'or thereafter became part of the public domain through no act or omission of the receiving party; or(b)became available to the Receiving Party from a third party who did not acquire such confidential information under an obligation of confidentiality either directly or indirectly from Receiving Party; or(c)was known to the Receiving Party at the time of disclosure thereof by the Disclosing Party;or(d)was required to be disclosed by law. 8.3 The Client is subject to RCW 42.56 and if confidential information, as defined under this agreement, is requested pursuant to the aforementioned statute, the Client shall notify Consultant within 5 business days of such request. Client will appropriate fulfill the records requests,unless Consultant seeks a court ordered injunction. Article 9-Insurance 9.1 Consultant shall obtain and maintain the following types and amounts of insurance coverage:workers compensation-statutory; commercial general liability $1million per occurrence/aggregate; automobile liability $1 million per occurrence/aggregate; professional errors and omissions$1 million per claim/aggregate. 9.2 During the period in which the Services are being performed,the Client shall at its own expense obtain and maintain insurance to limits which are customary for a project of the nature of the Project, including,but not limited to,fire and extended coverage, all risks insurance against physical loss or damage to property included in the Project,general comprehensive liability insurance and automobile insurance. Article 10-Limitation of Liability and Waiver of Damages Notwithstanding anything else to the contrary herein,the liability of Consultant to Client under this Agreement(whether by reason of breach of contract,tort or otherwise, including under any applicable indemnification provisions)shall be limited to the lesser of:(a)five times the amount of service fees paid to Consultant under this Agreement; or(b)the sum of$1,000,000.00. In addition, Client and Consultant hereby waive their respective rights to any and all claims against each other for special,indirect or consequential damages of any nature whatsoever,arising out of or in any way related to the services to be performed under this Agreement. Article 11—Indemnifications Each Party hereby agrees to indemnify and hold harmless the other party against all claims, demands,suits,judgments,liabilities,costs and reasonable attorney fees,to the extent caused by the negligence, gross negligence or wrongful misconduct of the indemnifying Party.This obligation shall include,without limitation,all claims and liens by any and all of indemnifying Party's contractors,agents and employees. In addition,the indemnifying Party shall pay any and all attorneys'fees, expenses,and costs incurred by the other Party which relate to the enforcement of the indemnity conditions and obligations of the indemnifying Party, including without limitation the additional insured protection and other insurance obligations of indemnifying Party,under the Agreement. Article 12-Termination 12.1 Either party hereto may, at its option, terminate this Agreement upon written notice in the event the other party becomes insolvent,or a receiver is appointed on account of its insolvency or it enters into an arrangement for the benefit of its creditors. 12.2 Either party shall be entitled to terminate this Agreement on 15 days written notice to the other party in the event the other party is in material default of its obligations pursuant to this Agreement and such default have not been cured within 15 days following receipt of written notice of such default. Article 13-Force Maieure If either party is impacted in whole or in part by any event of force majeure including without limitation any act of God,war, riot, labor dispute, change in law,terrorism,civil commotion or unrest, flood,strike, fire, or any cause beyond the control of such party(except for financial inability), then such Party so impacted shall be relieved of its obligations herein.Any party so impacted in whole or in part by force majeure shall promptly give the other party notice of the force majeure event including reasonably full particulars in respect thereof. Any party so impacted shall also be entitled to an equitable adjustment of the Agreement,which may include an increase in price, extension of time or other equitable relief as in good faith is reasonable, appropriate and supportable. Article 14—Notice Any notice, request, order, statement or other communication required or permitted to be given hereunder shall be in writing and may be given by delivery to an officer of the other party or by mailing the same by first class mail, postage prepaid,addressed to the other party, to the addresses shown on the Consultant's Proposal. Notice given by facsimile transmission or telex shall be deemed to have been given on the day of transmittal, if transmitted during normal business hours, or on the next business day if transmitted outside of normal business hours. Notice given by mail shall be deemed to have been given on the fifth business day after mailing. Article 15-General EXHIBIT B MOTT MACDONALD, LLC STANDARD TERMS AND CONDITIONS General Terms and Conditions for Clients Article 1 - Implementation of the Purchase Order: MASON COUNTY ("Client") hereby engages Mott MacDonald, LLC ("Consultant") and Consultant agrees, consistent with Consultant's Proposal dated October 28, 2022 (hereinafter "the Proposal"), and these General Terms and Conditions(hereinafter collectively referred to as "the Agreement") to perform professional consulting services("Services") as specified herein. Article 2-Standard of Care Consultant shall perform its Services in accordance with that same standard of care practiced by reasonable and prudent professional engineers providing the same or similar services in the same geographic locality. Consultant does not guarantee the accuracy of any estimates of costs of construction that may be requested and shall not be responsible for any costs incurred exceeding any such estimates. Consultant shall be responsible for the safety of its own employees and those of its subcontractors, but shall not be responsible for safety of others on any project site. Article 3-Payment 3.1 Consultant may invoice the Client in accordance with the method set forth in Consultant's Proposal. The Client shall pay Consultant for each invoice within the time specified therein, or if no time is specified,within thirty(30)days of the date of the invoice. 3.2 If any item or part of an item of an invoice of Consultant is disputed or subject to question by the Client, the payment by the Client of that part of the invoice which is not contested shall not be withheld on those grounds and the provisions of section 3,1 shall apply to such part and also to the disputed or questioned item to the extent that it shall subsequently be agreed or determined to have been due to Consultant. The provisions of section 3.1 shall apply to all disputed amounts finally determined payable to Consultant. 3.3 In the event the Client fails to make any payments to Consultant when such payments are due pursuant to the provisions of this Agreement,interest shall accrue on such late payments from the date due to the date of payment at the then prime rate of Consultant's bank plus 1 1/2%per annum,or as otherwise agreed in writing,and Consultant may suspend the performance of the Services until such payment is received. Article 4-Warranties CONSULTANTS SERVICES SHALL NOT BE SUBJECT TO ANY EXPRESS OR IMPLIED WARRANTIES. Article 5-Plans, Specifications and Designs 5.1 Reports and other services of Consultant shall be performed by Consultant on the assumption that information furnished by the Client or by any person on behalf of or with instructions from the Client is correct,and Consultant shall not be liable for any loss, damage or extra cost arising from any inaccuracy in such information. 5.2 If any information furnished by the Client is determined by Consultant to be inaccurate or incomplete, Consultant shall notify the Client of the information which is inaccurate or incomplete, as the case may be,and Consultant shall be entitled to make any necessary changes in any Reports,design documents or construction documents at the expense of the Client. If the Client becomes aware of any information which is inaccurate or incomplete the Client shall notify Consultant of such information. Article 6-Reports and Deliverables 6.1 Upon receipt of final payment any reports or deliverables will become the property of the Client whether the Project is to be proceeded with or not. The copyright of the Reports shall be and remain with Consultant. Consultant hereby grants a non-exclusive assignable license under such copyrights to the Client to construct the Project. 6.2 Reports, deliverables,or memoranda issued to Client or otherwise resulting from any assignment hereunder are not to be used in whole or in part outside of Client's organization or provided to third parties(including but not limited to being used or provided in connection with any sale or offering for sale of securities, including without limitation stock, bonds, notes or any other instruments or transactions which call for investments, loans or other transfers of money)without the prior written approval of Consultant. Article 7-Extra Services The Client shall have the right to request Consultant to perform services in connection with the Project that are in addition to the Services ("Extra Services") and Consultant may, subject to agreement on the payment for such Extra Services, agree to perform such Extra Services, such agreement not to be unreasonably withheld. Consultant shall be paid by the Client for the performance of Extra Services on the same basis and at the same times as Consultant is paid for the Services unless the basis of payment for the Services is a fixed fee in which case the parties shall agree to an equitable adjustment on the fixed fee.