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HomeMy WebLinkAboutKennedy/Jenks Consultants Inc - Contract PW Contract#2023-08 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: Update of the Mason County North Bay-Case Inlet Sewer System, General Sewer/Wastewater Facility Plan per WAC 173-240-050; 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 agreement calls for performance of work for a period of two years beginning on December 28, 2023 and ending on December 31, 2025. Services Outside of Term: Services provided by CONTRACTOR prior to or after the term of this CONTRACT shall be pe rformed 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 $320,014 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 PW Contract#2023-08—General Sewer!Wastewater Facility Plan for North Bay Case-Inlet 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 they maintain 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 B or approved in writing in advance by the official executing this CONTRACT for COUNTY or designee{hereinafter referred to as the "Administrative 2 PW Contract#2023-08—General sewer/Wastewater Facility Plan for North Bay Case-Inlet Officer"), COUNTY will not reimburse the CONTRACTOR for any costs or 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 B. 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 PW Contract#2023-08—General Sewer!Wastewater Facility Plan for North Bay Case-Inlet 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 ensure 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 and agrees as follows: 1. Compliance with Regulations:The CONTRACTOR(hereinafter includes consultants)will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation,Washington State Department of Transportation, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The CONTRACTOR,with regard to the work performed by it during the contract,will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment.The CONTRACTOR will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the CONTRACTOR for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the CONTRACTOR of the CONTRACTOR'S obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4 PW Contract#2023-08—General Sewer/Wastewater Facility Plan for North Bay Case-Inlet 4. Information and Reports: The CONTRACTOR will provide all information and reports required by the Acts,the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a CONTRACTOR is in the exclusive possession of another who fails or refuses to furnish the information, the CONTRACTOR will so certify to the Recipient or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a CONTRACTOR'S noncompliance with the Non- discrimination provisions of this contract,the Recipient will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the CONTRACTOR under the contract until the CONTRACTOR complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The CONTRACTOR will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts,the Regulations and directives issued pursuant thereto.The CONTRACTOR will take action with respect to any subcontract or procurement as the Recipient or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided,that if the CONTRACTOR becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the CONTRACTOR may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the CONTRACTOR may request the United States to enter into the litigation to protect the interests of the United States. During the performance of this contract, the CONTRACTOR, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C.§ 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC§471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities"to include all of the programs or activities of the Federal-aid recipients, sub- recipients and CONTRACTORS whether such programs or activities are Federally funded or not); 5 PW Contract#2023-08—General Sewer/Wastewater Facility Plan for North Bay Case-Inlet • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189)as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP).To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). 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 ii 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- 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. 6 PW Contract#2023-08—General Sewer/Wastewater Facility Plan for North Bay Case-Inlet 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 oran 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 thisprovision. 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 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. 7 PW Contract#2023-08—Genera!sewer/Wastewater Facility Plan for North Bay Case-Inlet 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 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 8 PW Contract#2023-08—General Sewer/Wastewater Facility Plan for North Bay Case-Inlet 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 or 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: Richard Dickinson Deputy Director/U&W Management Mason County Public Works 100 W. Public Works Drive Shelton, WA 98584 (360)427-9670 x652 rdickinson(c)masoncou ntvwa.aov CONTRACTOR's Primary Contact's Information: Andrew Perez, PE Project Manager Kennedy/Jenks Consultants, Inc. 32001 32"d Ave, South, Suite 300 Federal Way,WA 98001 (253)835-6400 AndrewPerez(a)ken nedvienks.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. 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. 9 PW Contract#2023-08—General Sewer/Wastewater Facility Plan for North Bay Case-Inlet 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 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) 10 PW Contract#2023-08—General Sewer/Wastewater Facility Plan for North Bay Case-Inlet 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 pied 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 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(0MB) 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. 11 PW Contract#2023-08—General Sewer/Wastewater Facility Plan for North Bay Case-Inlet 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 CO41•Q TV WASHINGTON Michael Lubovich, PE, Project Engineer Richard Dickinson, PW Deputy Director 1/3/2024 / t, 3 Dated: Dated: /z / Tim White ead- ef DPA 12 PW Contract#2023-08—General Sewer/Wastewater Facility Plan for North Bay Case-Inlet EXHIBIT A- SCOPE OF SERVICES Project Title:Mason County North Bay/Case Inlet WRF General Sewer Plan Update Background Mason County(County)wishes to update their General Sewer Plan(GSP)for their North Bay/Case Inlet Water Reclamation Facility(WRF)to identify,outline,and program collection system and WRF improvements for the next 20 years.The GSP will be developed in accordance with the requirements in the Washington State Administrative Code(WAC) section 173-240-050 and submitted to the Washington State Department of Ecology (Ecology)for approval.The County selected Kennedy Jenks (Consultant)to develop the GSP update. This scope of work consists of Engineering Services to perform the GSP Update. Project 1-General Sewer Plan Update Consultant will develop a GSP Update for submission and approval by Ecology.The GSP will look at improvements across the entirety of the County's wastewater system,including the collections system and the WRF for a 20-year period beginning from 2023 to 2043. Task 100-Meetings and Workshops Sub-Task 101:Meetings Consultant Services: County Kickoff and Priority Setting Meeting Prepare for,attend,and facilitate a virtual kick-off meeting with County and design team members.The meeting is anticipated to have a 4-hour duration and will be attended by up to 3 design team members. Client stakeholders,planned roles and responsibilities,project scope,schedule,budget,project controls processes,deliverables,workshops,key deliverable dates and milestones,key technical issues,and asset/process related priorities shall be discussed. Consultant shall prepare and submit a meeting agenda and meeting notes. Flow and Loads&Service Levels Workshop Prepare for,attend,and facilitate a virtual Flows and Loads&Service Levels Workshop with County staff and design team members.The meeting is anticipated to have a 3-hour duration and will be attended by up to 3 design team members. Strategy for determining the WRF influent flows and loads for the planning period as well as overall WRF and collection system Service Levels shall be discussed. Consultant shall prepare and submit a meeting agenda and meeting notes. Collection System Model Planning Meeting Prepare for,attend,and facilitate a virtual Collection System Modeling Planning Meeting with County staff and design team members.The meeting is anticipated to have a 2-hour duration and will be attended by up to 3 design team members. The focus areas of the Collection System model and priority pump stations shall be discussed. Consultant shall prepare and submit a meeting agenda and meeting notes. Collection System Analysis Review Meeting Prepare for,attend,and facilitate a virtual Collection System Review Meeting with County staff and design team members.The meeting is anticipated to have a 1-hour duration and will be attended by up to 3 design team members. Results of Collection System Analysis shall be discussed. Consultant shall prepare and submit a meeting agenda and meeting notes. WRF System Analysis Review Meeting Prepare for,attend,and facilitate a virtual WRF System Review Meeting with County staff and design team members.The meeting is anticipated to have a 2-hour duration and will be attended by up to 3 design team members. Results of WRF System Analysis shall be discussed. Consultant shall prepare and submit a meeting agenda and meeting notes. Improvement Alternatives Analysis Meeting Prepare for,attend,and facilitate a virtual Improvement Alternatives Analysis Meeting with County staff and design team members.The meeting is anticipated to have a 2-hour duration and will be attended by up to 3 design team members. Improvement Alternatives shall be discussed. Consultant shall prepare and submit a meeting agenda and meeting notes. Capital Improvement Plan Review Meeting Prepare for,attend,and facilitate a virtual Capital Improvement Plan Review Meeting with County staff and design team members.The meeting is anticipated to have a 2-hour duration and will be attended by up to 3 design team staff.Proposed Capital Improvement Plan shall be discussed. Consultant shall prepare and submit a meeting agenda and meeting notes. General Sewer Plan Draft Review Meeting Prepare for,attend,and facilitate a virtual GSP Update Draft Review Meeting with County staff and design team members.The meeting is anticipated to have a 2-hour duration and will be attended by up to 3 design team members. The Draft GSP Update shall be discussed. Consultant shall prepare and submit a meeting agenda and meeting notes. County Responsibilities: • Provide for County staff participation in all meetings and workshop.In addition to having the WRF Manager and County Project Manager at each meeting/workshop,we request the following County staff: o WRF Operations and Maintenance staff at Kick-off Meeting • Inform Consultant in a timely manner of any project changes that could impact Consultant's scope,deliverables,schedule,and/or budget. Assumptions: • All meetings will be conducted virtually. Deliverables: • Meeting Agenda and Notes (Electronic,Adobe Acrobat format). • Workshop Agenda and Notes (Electronic,Adobe Acrobat format). Task 200-General Sewer Plan This task will include data collection,system analysis,inspection and field work,engineering analysis and recommendations,financial analysis,and a capital improvement plan development which will be used to prepare a general sewer plan(GSP) in accordance with WAC 173-240-050 for submission to Ecology. Sub Task 201:Data Collection and Document Review Consultant Services: Consultant shall gather and review information provided by the County which may include historical trend data from SCADA, diurnal peaking factors and storm data,CCTV inspection reports,County's GIS database,WRF performance data,as-built drawings,wastewater sampling data,existing NPDES permit,existing O&M manuals,organizational structures, previous long-range plans,and repair/replacement/maintenance history. Consultant shall develop request for information(RFI)for a comprehensive data request to the County.After receipt of available information, Consultant shall perform a gap analysis of the collected data and develop a list of additional information needed to develop the GSP. County Responsibilities: • Provide information requested by Consultant to extent possible Assumptions: • Up to 2 RFI's for project. • Data from County will be provided in an electronic format such as Excel,Adobe, AutoCAD,or Word. • County will provide historical record of facility connection charges by basin (approximately 5 years of records). • County shall provide all necessary GIS files not publicly available. • County will provide any planned or proposed updates to the zoning map Deliverables: • Comprehensive information request for supplemental background data to review. Sub Task 202:Establish Flows and Loads Consultant Services: The Consultant shall establish wastewater influent characterization including 20-year projected influent flows to the WRF. Consultant will prepare a sampling plan for the County to collect wastewater data to create a wastewater loading profile for use in the process analysis and improvements evaluations.The projected flows and loads established during this assessment will serve as a basis for the system analysis and will be discussed with the County at a Flows and Loads Workshop. This task consists of: • Create wastewater sampling plan. • Establish baseline wastewater influent characterization. County Responsibilities: • Collect and analyze WRF samples in accordance with Consultant's Sampling Plan. County will pay all costs to process wastewater samples. Assumptions: • Data from County will be provided in an electronic format such as Excel,Adobe, AutoCAD,or Word. • Additional wastewater samples shall be collected by the County with guidance from Consultant as to location within the wastewater process,quantity,and parameters analyzed. • Population forecasts shall be established for the 20-year planning period using the population forecast consistent with the County's most recent Comprehensive Plan as a baseline. Deliverables: • Wastewater sampling plan • Flows and Loads results shall be summarized in the GSP. Sub Task 203:System Analysis Consultant Services: The Consultant shall identify the planning area for the GSP review existing population data, and identify 20-year population projections for use in the GSP.The Consultant shall also analyze existing flow data and develop a Collection System model using InfoSWMM software. The model will consist of all basins with the model confined to the pipes 8 in diameter or larger). The Consultant shall execute collection system scenario analysis to include up to six(6) scenarios to include calibration of model and the following scenarios: • Baseflow/Annual Average (Existing,2043) • Peak flow(Existing,2043) • Peak flow(Existing,2043)with identified improvements The Consultant shall also develop a hydraulic model for the WRF using Visual Hydraulics.The Consultant shall execute the WRF hydraulic analysis based upon each current plant configuration to identify hydraulic bottlenecks based on current and projected peak day and peak hour flows for the planning period. The Consultant shall also develop a spreadsheet based WRF process model for the purpose of assessing process limitations within the existing WRF under current and future flow and load scenarios.The process model will be based on current WRF process configuration. The Consultant shall conduct up to six(6) simulated scenarios using the calibrated process model to evaluate plant performance with largest unit of various processes out of service as well as plant performance with proposed improvements. Assumptions: • Data from County will be provided in an electronic format such as Excel,Adobe, AutoCAD,or Word. • Additional nitrogen removal analysis will not be included. Deliverables: • WRF and Collection system modelling results shall be summarized in the GSP. Sub-Task 204:Inspection and Assessments Consultant Services: Consultant shall perform a field inspection condition of WRF and Collection System assets. The scope of these inspections and assessments are as follows: Collection System Consultant shall perform a condition and performance and pump test three(3) of the County's pump stations (PS).Assessments shall focus on the following asset classes: Rotating,Fixed,Linear,Structural,Electrical,Instrumentation&Control/SCADA. Performance assessment shall include pump draw down testing and O&M staff interview pertaining to historical maintenance records. Consultant shall also complete a desktop analysis of gravity sewers and force mains based upon the overall risk as identified in the Priority Setting Meeting as well as by incorporating performance/condition information from the County. Condition of existing force mains and gravity sewer pipelines will be based on installation date,pipe material,and available data provided by the County.Pipe-specific condition assessments and site visits are not included for these facilities. If the County has specific pipelines that require additional assessment, Consultant can provide this service can be provided via amendment. The desktop analysis will inform the County of future CCTV inspection needs and priorities. WRF Consultant shall evaluate the County's WRF with particular focus based on assets identified during the Priority Setting Workshop. Consultant shall focus the assessment of assets (Liquid and Solids Process) on the following classes:Rotating,Fixed,Linear,Structural,Electrical, Instrumentation&Control/SCADA asset classes. Consultant shall also conduct a treatment plant performance assessment.The assessment shall include: • Review of current operational procedures and discuss and identify operational concerns and considerations with the WRF staff. • Identify major equipment needing to be replaced or rehabilitated and approximate timeline. A simple qualitative rating system will be used when equipment is identified for rehabilitation or replacement based upon the overall risk as identified in the BRVA workshops as well as by incorporating performance/condition assessments from the site visit. Through these assessments, Consultant shall identify process limitations,lack of process redundancy,and flow split issues.Information from these assessments will feed into the risk mitigation solutions to be provided in subsequent tasks. County Responsibilities: • County shall provide access to needed records and to physical asset locations (WRF, PS and associated structures)for field assessments. • County shall setup each PS for a pump test to facilitate an assessment by Consultant's team.This shall include installation of a working pressure gauge on the pump discharge at each facility tested. • County staff shall accompany Consultant at all Collection System locations. • County staff shall be present during WRF inspection. • County will operate all equipment,as needed,to facilitate inspections. Assumptions: • County to provide traffic control,as necessary,for Collection System assessments. • Consultant staff will provide their own personal protective equipment, as needed, for all site assessments. • Collection System field inspection will occur over 8 hours on a single day and will include up to 3 Consultant staff. • Consultant shall assess up to 2 pump stations. • WRF field inspection will occur over 8 hours on a single day.The inspection will include up to 6 Consultant staff. Deliverables: • Results of field inspections will be included in GSP. Sub-Task 205:Engineering Analysis and Recommendations Consultant Services: From the list of priority assets identified in the Priority Setting Meeting,the Consultant will work with the County to identify engineering solutions and rehabilitation/replacement projects to serve as the basis for the Near-Term(1-10 years)Improvements identified in the Capital Improvement GSP.Lower-risk and less urgent needs will form the basis for the Mid/Long Term Improvements(10-20 years). Near-Term Asset Improvement Assessment: Consultant and County shall discuss preliminary solutions to the highest risk system assets during regularly held progress calls for validation and for further development.System assets identified as requiring engineering solutions will be discussed in detail during the Improvement Alternatives Analysis Workshop.During the Alternatives Analysis Workshop, the Consultant and County will discuss solutions to address key issues and mitigate identified risks for up to 30 projects. Consultant shall provide Level 5 cost estimates based on the County's preferred solution for the 30 projects explaining how the solution can be implemented as near-term capital improvement projects. Consultant shall review the results of the engineering analysis and recommendations with the County prior to finalizing recommendations. Mid-Long Term Improvement Assessment: Consultant shall provide a list of up to 30 Mid/Long Term projects to provide support to a connection fee study and rate analysis.Through this task,Consultant shall provide a project description for each asset need and provide planning level costs for each based on equipment/material quotes from vendors and past experience performing similar improvements. SEPA Determination: Consultant shall prepare the SEPA Checklist for the GSP in conformance with WAC 197-11- 960 and County Standards.The SEPA Checklist will briefly describe the project and address the project's effect on elements of the environment,including a section for non-project actions, as outline in the Checklist.The Consultant will use project information and other available studies prepared for the project,such as the documentation prepared for the additional tasks/sub-tasks included in this proposal. Assumptions: • Near-term refers to high-risk asset needs that fall within the 10-year planning horizon. • Up to 30 Near-term and 30 Mid-Long Term capital improvement projects are anticipated for this effort. • Up to three packages of alternatives will be evaluated for improvements to the existing WRF treatment process. • SEPA Checklist is scoped assuming a finding of non-significance. • SEPA Checklist will be submitted to Ecology for approval as part of the GSP. • Mid-Long Term needs as anticipated to include capacity limitations beyond the 10-year growth projection,lower-risk R/R projects,and process improvement and regulatory- driven projects that are expected to require construction of improvements beyond the 10-year planning horizon. • GIS and/or current utility survey information is available along Crosstown pipeline alignment and any proposed alternative alignment. Deliverables: • SEPA Checklist for GSP to County for approval. • Conceptual layout drawings for Crosstown Pipeline alternatives Sub-Task 206:Capital Improvement Plan Consultant Services: Consultant use the results of the financial analysis and recommendations for the engineering analysis to develop an implementation plan for the near-term capital improvements identified. This Capital Improvement Plan(CIP)will aim to balance risk and financial resources.Urgent project development will provide recommendations for CIP project repairs or replacements or for modified management strategies based on evaluations to this point.Urgent asset needs will be determined to have a critical risk impact to wastewater system operations,warranting urgent action. Class 5 OPCC will be developed for each alternative. Deliverables: • CIP will be included in GSP Sub-Task 207:Financial Analysis Consultant Services: Consultant will coordinate with the County,who will conduct a financial analysis to develop an implementation plan for the capital improvements identified. County's Responsibilities: • Develop long term utility rate structure. Assumptions: • County will develop rate structure. • Consultant will provide cost estimates related to capital improvement plan. Deliverables: • County's rate structure results will be included in draft General Sewer Plan document. Sub-Task 208:General Sewer Plan Development Consultant Services: Consultant will build on the findings from previous tasks to prepare a GSP that complies with WAC 173-240-050 for submission to Ecology.The GSP is anticipated to be organized with the following chapters: Chapter 1:Executive Summary Chapter 2: Introduction Chapter 3: Service Area Characteristics Chapter 4:Population Chapter 5:Regulations and Policies Chapter 6:Existing Wastewater Facilities Chapter 7:Projected Flows and Loads Chapter 8: Collection System Analysis Chapter 9:Wastewater Reclamation Facility Chapter 10: Capital Improvement Plan Chapter 11: Operations&Maintenance Chapter 12:Financial Plan Appendix A:NPDES Permit Appendix B:SEPA Documentation Consultant shall submit a draft to the County for review.Consultant shall then review comments resulting from the County's review of the draft GSP and address and incorporate the responses from the comments into a draft GSP for Ecology approval. Consultant shall review comments resulting from Ecology's review of the draft GSP and prepare a response for each comment. Consultant shall address and incorporate the responses from the comments into the final GSP for Ecology approval. County's Responsibilities: • Timely review of draft GSP. Assumptions: • Ecology will take up to 3 months to review the draft GSP. • Only one round of review comments from Ecology is anticipated. • Comments from Ecology on the draft GSP will be minor in nature.The budget assumes up to 30 comments will be addressed.Additional comments may require additional Owner consolidation and/or budget augmentation. • County will be the lead on the SEPA. Deliverables: • Draft and Final General sewer Plan • Responses to Ecology comments on the draft GSP in memorandum format. Task 300-Agency Coordination Sub-Task 301:Ecology Coordination Consultant Services: Consultant shall coordinate with Ecology to facilitate the review of the GSP.This will include correspondence,coordination,and up to four (4)virtual meetings: 1. Ecology Kick-off Meeting 2. Draft General sewer Plan Review Meeting 3. Draft General sewer Plan Comment Review Meeting The Consultant will prepare for,attend,and facilitate the meetings with the Ecology,County staff,and design team members.Each meeting is anticipated to have a 2-hour duration and will be attended by up to 3 design team staff. Consultant shall prepare and submit a meeting agenda and meeting notes. County's Responsibilities: • Participate in meetings with Ecology Assumptions: • All meetings will be conducted virtually • Each meeting is anticipated to have a 2 hour duration and will be attended by up to 3 Consultant staff. Deliverables: • Meeting Agenda and Notes (Electronic,Adobe Acrobat format). Task 400-Project Management and QA/QC Sub-Task 401:Project Management Consultant Services: Project Set-up Consultant will set up the project within Consultant's accounting system and issue a Project Initiation Plan to the design team,outlining the scope and budget,and develop a baseline schedule. Project Work Plan Consultant shall prepare a Project Plan(PWP) as part of the project development efforts.The PWP shall consist of: i. County 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) Project Management and Administration Consultant 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. Consultant 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 Consultant's office for the duration of the project. Consultant will review and monitor project budget and progress on a regular basis,as well as management of in-house and subconsultant activities. Consultant 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. Consultant 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. This log will be maintained on a SharePoint site set up by the Consultant. Deliverables: Major Decisions Log updates (electronic,Adobe Acrobat format). Monthly Project Invoice and Status Report Consultant 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). Consultant will prepare and submit monthly invoices electronically to 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. 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.For the purposes of this scope of work,a total of 18 invoices are assumed. Schedule Development and Update 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. The schedule will identify the major activities for the Project(e.g.task and subtask level activities) and the schedule will be updated quarterly for the Project tasks. Deliverables: • Draft and final versions of Baseline Project Schedule • Quarterly updates of Project Schedule Sub-Task 402 Health and Safety Consultant Services: Prepare a project-specific health and safety plan(HASP)prior to initiating any field activities. EXHIBIT B FEES AND COMPENSATION NOTE-include billing/invoice specifics. A. Compensation: CONSULTANT will be compensated not more than $320,014 for project services. Estimated Project/Task Effort Project 1 —General sewer Plan Update Task 100. Meetings and Workshops $24,876 Task 200. General Sewer Plan $247,050 Task 300.Agency Coordination $11,212 Task 400. Project Management and QA/QC $36,876 Project I -Total $320,014 B. Requests for Payment: 1. At a minimum the invoice is to include: performance period; date of submission; CONSULTANT'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: Richard Dickinson Deputy Director—Utilities and Waste Management Mason County 100 W Public Works Dr. Shelton, WA 98584 rdickinson(c@masoncou ntywa.00v 3. Payment will be made to CONSULTANT 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 lessthan $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 203704113. 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 thesubrogation 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. II 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 ii 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 ornotthe CONTRACT is canceled orterminated 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-:Vll. 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.