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HomeMy WebLinkAbout031615_ca07JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Carl Smith, Department of Community Development (DCD) Director David Wayne Johnson, Associate Planner DATE: March 16, 2015 SUBJECT: Amendment 91 to Contracts to Draft and Pay For Supplemental Environmental Impact Statement (SEIS) for the Pleasant Harbor Master Planned Resort STATEMENT OF ISSUE: DCD is requesting the Board sign two Contract Amendments to complete the process of drafting an SEIS for the Pleasant Harbor Master Planned Resort. ATTACHMENTS: • Amendment # 1 to Professional Services Agreement for Preparation of an SEIS • Amendment 41 to Agreement for an Applicant to Pay for Preparation of an SEIS • Pleasant Harbor Proposed Contract Amendment and Agreement • Original Professional Services Agreement for Preparation of an SEIS • Original Agreement for an Applicant to Pay for Preparation of an SEIS • Original Contract Review Form ANALYSIS /STRATEGIC GOALS/PROS and CONS: Ordinance No. 01- 0128 -08 approved by the BoCC January 28, 2008 necessitated the completion of an SEIS for the Pleasant Harbor Master Planned Resort as required for project level SEPA analysis pursuant to RCW43.2IC. Staff initiated a search for a consultant to draft the SEIS in July, 2012, selecting EA Blumen (Now EA Engineering) of Seattle. Contracts for EA Engineering to draft the SEIS and for the Applicant, Pleasant Harbor Marina & Golf Resort, LLC to pay for the drafting and preparation of the SEIS were completed and signed by the BoCC on February 11, 2013. The contracts stipulate that the Consultant get written approval from the Applicant for any cost overruns that may occur (section V of original contract) and that they may re- negotiate the contract with the County (section X of original contract). The attachment "Pleasant Harbor Proposed Contract Amendment and Agreement" is the written agreement between the Applicant and Consultant regarding the cost overruns and the reasons for the Amendments. Based on this agreement, staff prepared the necessary Contract Amendments for signing. These Amendments are necessary to complete the SEIS as part of the regulatory review process. FISCAL IMPACT /COST- BENEFIT ANALYSIS: The Agreement for an Applicant to Pay for Preparation of an SEIS is known as a "pass- through" Contract whereby the Consultant bills the County, the County bills the Applicant, the Applicant pays the County and the County pays the Consultant. Staff time to process the contracts and manage the project are billed to the Applicant on an hourly basis. There is no direct cost to the County. RECOMMENDATION: DCD recommends the Board of County Commissioners: 1. Sign the Amendment 91 to Professional Services Agreement for Preparation of an SEIS. 2. Sign the Amendment #1 to Agreement for an Applicant to Pay for Preparation of an SEIS REVIEWED BY: -- Philip Morl unty Admin for Date M Z ',,121114 [JAMITOIFIM To: David Johnson Jefferson County EA Engineering, Science, and Technology, Inc., PBC 2200 Sixth Avenue, Suite 707 Seattle, WA 98121 Telephone: 206.452.5350 Fax: 206.443.7646 From: Rich Schipanski EA Engineering, Science, and Technology, Inc., PBC. Date: February 23, 2015 Subject: Proposed Amendment to February 2013 Professional Service Agreement for Pleasant Harbor Master Planned Resort Supplemental EIS As we discussed, Section X of the February 2013 Professional Services Agreement for the Pleasant Harbor Master Planned Resort Supplemental EIS (2013 Contract) indicates, "neither party shall be responsible for damages arising directly or indirectly from any delays from causes beyond their reasonable control. In addition, if the delays resulting from any such causes increase the cost or time required by the CONSULTANT to perform its services in an orderly and efficient manner( CONSULTANT shall be entitled to an equitable adjustment in schedule ancVor compensation" emphasis added). In addition, Section X of the February 2013 Contract indicates that "if, during the term of this Agreement, circumstances or conditions that were not originally contemplated by or known to, or should have reasonably been contemplated or known to the CONSULTANT are revealed, to the extent that they affect the scope of services, compensation, schedule, allocation of risk or other material terms of this agreement, CONSULTANT may call for renegotiation of affected portions of this Agreement". Consistent with Section X of the 2013 Contract, EA requests a budget amendment for the 2013 Contract for the following: rNI a I The scope of work and schedule for the Draft SEIS has substantially expanded since our contract with Jefferson County was signed and approved in February 2013. For example, the following items were added to the scope of work: Washington State Fish and Wildlife (WDFW) road within the site boundary Alteration of the Maritime Village area • Additional reports to be summarized in the SEIS • Water Plan • Sewer Plan • Energy Memo • Economic Reports (August 2013 and April 2014) Also, the secondary peer review of the final technical reports (reviewing final reports for compliance with initial peer review comments) was more extensive than originally assumed (initially budgeted for 8 hours of labor). EA was not provided the extensive initial peer review comments until January 2014, and was not aware of the labor that would be required until that time, which was approximately 11 months after we had prepared our cost estimate. The summary memo and the thirteen sets of matrices detailing compliance with each peer review comment was a significant task, requiring more labor than anticipated. Lastly, the SEIS schedule included as Appendix A to the 2013 Contract indicated Draft SEIS issuance in May 2013, with Final SEIS issuance in September 2013. Due to the delays resulting from the additional scope of work items and the additional technical reports (Water/Sewer and Economic reports not finalized until October 2014), the Draft SEIS was issued in November 2014, approximately 18 months beyond the date indicated in the February 2013 Contract. This extended schedule resulted in additional labor beyond that originally assumed in the February 2013 Contract, including participation in approximately 50 additional weekly conference calls with Jefferson County and the Applicant representative, and coordination with the Applicant's technical team members. 2) Preparation of the Final SEIS As indicated in previous correspondence, "a Final EIS scope of work and budget agreeable to Statesman, Jefferson County and EA will be processed following completion of the Draft SEIS comment period on January 5, 2014." The Draft SEIS comment period is complete and EA has received the comments. Accordingly, EA has prepared the following scope of work and budget proposal for Phase 4 - Complete and Issue the Pleasant Harbor Final Supplemental EIS. EA is providing environmental review services for the Pleasant Harbor Project in phases as follows- Phase 1 — Project Initiation; Phase 2 — Preliminaty Draft SEIS; Phase 3 — Complete and Issue Draft SEIS; and, Phase 4 — Complete and Issue Final SEIS. EA has completed Phases 1, 2 and 3 of our SEPA environmental review services for the Pleasant Harbor Project (Phase 3 concluded with issuance of the Draft SEIS on November 19, 2014, attendance of the Open House and Planning Commission meeting on December 3, 2014, and review of Draft SEIS comments received by the end of the comment period on January 5, 2015). Sixty-seven (6 7) individual comment letters were received on the Draft SEIS, A number of these comments will require detailed responses in the Final SEIS, including input from the Pleasant Harbor team. 2 The 2013 Contract for preparation of the Pleasant Harbor Master Planned Resort is soley between EA and Jefferson County. however, Section V of the 2013 Contract requires "written approval from the Applicant" for cast overruns that have either occurred or are anticipated to occur. Accordingly, EA has attached to this memo written approvals from Statesman (Applicant) for both (Item 1 (Publication of the Draft SEIS) and Item 2 (Preparation of the Final SEIS) described above. A summary of the requested budget amendment is as follows. 2013 Budget amount - $92,950 Item 1 Request $4,500 Request Item 2 TOTAL N t Attachments Attachment I — Item 1 Written Authorization Attachment 2 — (tern 2 Written Authorization David W. Johnson From: Garth Mann <Garth. Mann@statesmang roup. com> Sent: Monday, December 08, 2014 10:30 PM To: David W. Johnson; Schipanski, Rich Cc: peckassoc@comcast, net; Kevin Ingalls, Jeanette Hurley Subject: RE: Attachment I - Item I Written Authorization 1XV51 M, Garth Mann President & C.E.0 P: 403-256-4151 MA03-899-9222 F: 403-256-6100 7370 Sierra Morena Blvd, S.W. Calgary, Alberta T3H 4H9 www,§itatesman rou .ca From: David W. Johnson [mailto.djohns,on@co.jefferson,wa.us) Sent: Monday, December 08, 2014 1:41 PM To: Schipanski, Rich; Garth Mann Cc: David W. Johnson; peckassoc@comcast, net Subject: RE: Pleasant Harbor SEIS Thanks, Rich. Garth. it is critical to the success and timely approval of the project that you approve this contract amendment as requested. Thanks! From: Schipanski, Rich [mailto:rschipanski@eaest.coml Sent. Monday, Decem ber 08, 201411 :51 AM To: Garth Mann Cc: 'David W. Johnson Subject: RE: Pleasant Harbor SEIS Hi Garth, In response to your questions regarding the SEIS below, the Draft SEIS was issued on November 19, 2.014 with comments on the Draft SEIS due on January 5, 2015. It is anticipated that comments received on the Draft SEIS will be similar to those communicated throughout the SEIS process, and responses provided in the Final SEIS will primarily be based on the analyses presented in the Draft SEIS, Upon completion of the Draft SEIS public comment period (January 5, 2015), the number and content of comments will be known, To summarize the contract amendment process for the Pleasant Harbor SEIS, the Statesman Group of Companies (Statesman) agrees to an increase in the budget by 4 500 to cover the additional casts incurred to complete the Draft SETS for issuance on November 19, and prepare for and attend the Draft SETS public meetings on December 3, 2014, as well as coordination with Jefferson County through the end of the comment period. A Final PIS scope of work and budget agreeable to Statesman, Jefferson County and EA will be processed following completion of the Draft SETS comment period on January 5, 2015. If the above is satisfactory to Statesman, please email a confirmation; it is assumed that a confirming email response will satisfy the "written approval from the Applicant" requirement of Section V of the contract. Thanks Garth. From: Garth Mann [mailto°Garth.Mann state m n rou .com] Seat. Monday, December 06, 2014 12:19 AM To., Schipansk'r, Rich Subject: RE: Pleasant Harbor SETS X2 Lets do this. i understand that the Draft has been released and comments should not be different from these that we have addressed in earlier presentations. Please send confirmation of this Rich Garth M, Garth Mann President & G.1E.0 P: 403 - 256 -4151 M:403 -899 -9222 1 =: 403 -256 -6100 7370 Sierra Morena 'Blvd. S.W. Calgary, Alberta. T3H 4149 www.statesman rou ca From: Sc'hipanski, Rich —m ilto:rschi anski aest.cOmI Sent: Sunday, December 07, 2014 10:19 PM To: Garth Mann Subject: RE: Pleasant Harbor SEIS Hello Garth: Perhaps the best course would be authorization of the $4,500 incurred to date on the Draft EIS, with agreement on the Final SEIS budget upon completion of the Draft EIS comment period in early January. At that point the level of work required will be certain and a budget can better defined — possibly in the range of $5,000 to $10,000. Thanks Garth. "M From,: Garth Mann [miaiItQ�Garth.KPnn-@-st-a-te-s-m—a-n-qr-O-u-P-.!;�omI Sent: Saturday, December 06, 2014 1:47 PM To: Schipanski, Rich Subject: RE: Pleasant Harbor SETS =521201451 I understand that the delays have impacted the fluidity of the communication. However, lets split the difference and we will increase the budget by $10,000, 111111TI-M M. Garth Mann President & C,E,O P: 403-256-4151 MA03-899-9222 F. 403-256100 7370 Sierra Morena Blvd. S.W. Calgary, Alberta T3H 41-19 www states pgn9LO-u-p-, —ca From: Schipanski, Rich [mail t-O--r%;,hlan klta—est.COMI Sent: Thursday, December 04, 2014 4:03 PM To: Garth Mann Cc- David W. Johnson (diohnsgnPco.,Leffersonwa.us); Hollinger, Kristy Subject: Pleasant Harbor SEIS Garth, As a follow up to our letter dated May 13, 2014 and subsequent discussion, and consultation with David Johnson of Jefferson County, I have attached a request for a budget revision to accommodate additional scope items and schedule extension associated with the Pleasant Harbor SEIS. Thank you and please don't hesitate to call or email with any questions. Rich Rich Schipanski Manager, Planning and Environmental Review at EA Engineering, Science and Technology, Inc. 2200 6'� Ave, Suite 707 1 Seattle, WA 98121 (t) 206.4.52.'5345 RTARM118 Statesman Group of Companies U.S, Head Office 9300 E. Raintree, Drive, Suite 100 Scottsdale, AZ 852690 Corporate Head Office 7370 Sierra Morena Blvd,. SW Calgary, Alberta, Canada T3H-4H9 Subject., Pleasant Harbor Final SEIS EA Project Number 1501601 Dear Dr. Mann: 2200 Sixth Avenue, Suite 707 Seattle, WA 98121 Telephone., 12061 452 -535¢ Fax: (206j 443-7646 WWW.eaest'Com sent via e-mail As indicated in our December 8, 2014 correspondence, "a Final EIS scope of work and budget agreeable to Statesman, Jefferson County and EA will be processed following completion of the Draft SEIS comment period on January 5, 2014.' The Draft SEIS comment period is complete and EA has received the comments. Accordingly, EA has prepared the following scope of work and budget proposal for Phase 4 - Complete and Issue the Pleasant Harbor Final Supplemental EIS. EA is providing environmental review services for the Pleasant Harbor Project in phases as follows: Phase 1 - Project Initiation; Phase 2 - Preliminary Draft SEIS; Phase 3 - Complete and Issue Draft SEIS; and, phase 4 - Complete and Issue Final SEIS. EA has completed Phases 1, 2 and 3 of our SEPA environmental review services for the Pleasant Harbor Project (Phase 3 concluded with issuance of the Draft SEIS on November 19, 2014, and our attendance of the Open House and Planning Commission meeting on December 3, 2014). 67 individual comment letters were received on the Draft SEIS. A number of these comments will require detailed responses in the Final SEIS, including input from the Pleasant Harbor team, in general, the primary environmental issues raised during the Draft SEIS comment period that will require input from the Pleasant Harbor team include; • aquifer rechargeldrawdown - Bender Consulting • kettle/wetiandstanimals conditions - GeoEngineers • traffic volume and safety - TENW • tax revenue and public costs - Michael K Evans • stormwater/water quality/Hood Canal - Craig Peck, Bender Consulting and H.F. Esvelt Eng. The following provides our scope of work and budget estimate for Phase 4 - Complete and issue Final SEIS of the SE PA environmental review process for the Pleasant Harbor Project The Phase 4 scope is intended to cover services through the issuance of the Final SEIS. If the schedule is substantially delayed for reasons beyond EA's control, a budget adjustment could be necessary. Scone of Work Task 1: Review all letters and written comments received on the Draft SEIS; assign team responsibilities for input to responses; and, distribute to the team to obtain technical responses. Task 2: Review transcript from County Commissioners meeting; assign team responsibilities for input to responses to comments, and distribute to the team to obtain technical responses. It is anticipated that many of the comments from the meeting can be addressed by referring to responses to written comments. Task 3: Coordinate with County regarding Sheriff and Fire Dept. impacts and status of MOU'S. Task 4. Coordinate with the County and the technical team regarding preparation of responses; obtain, review and incorporate comment response input into the 1st Preliminary Final SEIS, Task 5: Directly prepare the balance of responses to comments. Task 6: As warranted by the Draft SEIS comments, revise sections of the Draft SEIS in highlights or track-change to clearly indicate, updates since publication of the Draft SEIS' Task 7: Prepare a summary matrix of all comments per County guidelines. Task 8: Produce Vt Preliminary Final SEIS for submittal to Jefferson County for review and comment (submit electronically in POF and Word versions). Task 9: Review the County's Ir" round of comments on the Preliminary Final SEIS' Task 10: Coordinate with Jefferson County and the technical team regarding preparation of revisions based on comments received; obtain, review and incorporate changes into the 2"d Preliminary Final SEIS. Task 11: Prepare the balance of revisions in a grid Preliminary Final SEIS. Task 12: Produce 2nd Preliminary Final SEIS for review by Jefferson County. Task 13., Coordinate with Jefferson County regarding final review of the document and obtain any further comments. Task 14: Make edits to the Final SEIS based on final comments from Jefferson County and prepare the Final SEIS for issuance by Jefferson County, ' Assurnes corriments from Jefferson County are editorial in nature and do not require new technical analysis or SEIS Alternatives, Contract Amendment 2 Pleasant Harbor SEIS Task 15: Print and produce CDs of the Final SEIS for issuance by Jefferson County (it is assumed that EA will print seven hard-copies of the document and will burn 50 CDs). At the end of this phase, the Final SEIS will be issued by Jefferson County. This scope of work and budget covers our services through issuance of the Final SEIS. Should an appeal of the adequacy of the Pleasant Harbor SEIS be filed, EA staff is available to assist the County at the appeal hearing. We will bill for our services on a time and materials basis, at the hourly rates listed below. Schedule Based on our current schedule, we assume that the 181 Preliminary Final SEIS would be submitted to the County in mid- to late- March. This submittal is contingent upon receiving draft technical responses from the technical team in early March, and upon receiving an updated fiscal analysis by the end of February. The actual Final SEIS publication date will depend upon Jefferson County's review schedule and the extent and nature of their comments on the preliminary documents. Budget stfrrotate We have prepared a not-to-exceed budget estimate for Phase 4 based on the assumptions and scope of work outlined above. This budget covers costs for Phase 4 services provided by EA, and is based on EA's 2015 Fee Schedule. This proposed amendment will utilize the terms and conditions of the February 11, 2013 contract. ;r 11 11 Izil 1,� 11 1 1 1 ;l ;111:11l';l ;llp ill ill, Other Rates Auto mileage, per mile $0,565 In-house photo copies, per page $0,15 Handling charge on subcontractors and expenses 10% Rates are good through December 2015. 2 Budget does not include costs associated with other team members, Contract Amendment 3 Pteasant Harbor SEIS Please don't hesitate to contact us should you have any questions. Sincerely, EA Engineering, Science, and Technology, Inc., PBC. Rich Schipanski, Program Manager Authorization Provided this I day of Statesman Group of Comp rtes By: Garth Mann Title Contract Amendment Pleasant Harbor SEIS Kristy Hollinger, Project Manager Date� 7- �U 11 PROFESSIONAL SERVICES AGREEMENT FOR PREPARATION OF A SUPPLEMENTAL ENVIRONMENTAL IMPAcr STATEMENT EA Blumen, hereinafter referred to as CONSULTANT, and JEWERSON COUNTY, a municipal corporation, hereinafter referred to as COUNTY, in consideration of the mutual promises, covenants, terms and conditions contained herein, agree and contract as follows: 11 On January 28, 2008, the Jefferson County Board of Commissioners approved an amendment to the Jefferson County Comprehensive Plan designating approximately 256 acres in the Pleasant Harbor and Black Point areas as a Master Planned Resort. Jefferson County has determined that a Supplemental Environmental Impact Statement (or "SEIS") in accordance with the State Environmental Policy Act, and a development agreement and development regulations are required as the Pleasant Harbor Master Planned Resort moves to final plat, building permits and, ultimately, occupancy. This Project (Project) is proposed by Pleasant Harbor Marina & Golf Resort, LLP (herein. after "APPLICANT") to be constructed within unincorporated Jefferson County, 11. Pursuant to Jefferson County Code 3.55-060, the CONSui.,TANThas been selected to provide preparation of an SEIS, arid to provide review and support services to the COUNTY in preparing a development agreement and development regulations, The CONSULTANT is hereby contracted to provide in a satisfactory and proper manner the above listed services. The CONSULTANT shall perform its professional services with that degree of timeliness, care and skill ordinarily exercised under similar conditions by professional consultants practicing in the same discipline at the same time and location. No warranty or guarantee, expressed or implied, is made or intended by this Agreement, or by any report, opinion, or other Instrument of Services provided pursuant to this Agreement. The CONSULTANT shall utilize materials and data contained in the County's project application files and/or provided by the APPLICANT'S consultant, and avoid duplication, redundancy or unnecessary original generation of data, narrative or format while preparing the SEIS to ensure consistency with SEPA requirements, the Jefferson County Code, the Jefferson County Comprehensive Plan, and development conditions established by the Jefferson County Commissioners in Ordinance 01 - 0128 -08 (January 2008) approving a Comprehensive Plan amendment establishing the Master Planned Resort designation. The CONSULTANT may retain and hire subconsultants to perform a portion of the work that is the subject of this Agreement. County/EA Blumert October 2012 1.11. The CONSULTANT enters into this agreement with the understanding that the APPLICANT agrees to cooperate with the CONSTJLTANT in preparing the necessary products under the direction of the COUNTY and to pay the reasonable costs of 11"'Aving the products prepared by the CONSUf. TANT, Communication between APPLICANT and CONSULTANT shall not be restricted, provided that the Department of Community Development, hereinafter "the Df PAWFMENT," shall generally be invited in advance to participate in any communications related to the obligations described in the CONSULTANT'S scope of work, budget, or schedule (see attachment A), and if unable to participate the DEPARTMENT shall be informed in writing of the substance of any such communications within seven (7) days of the communication. No substantive decisions shall be made at these meetings without County approval. The DEPARTMENT refers collectively to the Project Planner, SEPA Responsible Official and Director of Community Development, 1W The CONSULTANT is solely responsible for obtaining and retaining the personnel with the necessary skills and expertise it needs in order for it to perform its obligations as listed in this Agreement. Ly The CONSULTANT will provide the COUNTY with an invoice for its services rendered by the 10th of each month. The CONSULTANT shall be paid within 60 days of the COUNTY's receipt of its monthly invoice and receipt by the County of such amounts owed by APPLICAN"I", Attached hereto as Attachment "A" is the Scope of Work the CONSULT ANT will perform on behalf ofthe COUNTY. The CONSULTANT will also provide with each invoice a summary of the cost items incurred, the name and job title of the person(s) performing the work, the work preformed to date of invoicing, and anticipating remaining costs for each line item as referenced in Attachment "A". If cost overruns are anticipated in any line item the Consultant shall provide reasons for the anticipated cost overruns. Consultant will obtain written approval from APPLICANT for any cost overruns it anticipates occurring or which have occurred. M In the event either party to this Agreement wishes to suspend the work being performed under this Agreement, that party shall notify the other party to this Agreement by certified mail that work is to be suspended and the reasons therefore. The writing of a party choosing to suspend shall state the date the suspension of work begins. Suspension of the work covered by this agreement shall not exceed forty-five (45) days unless all parties to the Agreement agree in writing to a longer period of time. County[EA Blumen October 2012 2 k This section will describe conditions governing internal communications protocol (ICP) among the internal core members-, the COUNTY, APPLICANT and CONSULTANT. 1. APPLICANT will not communicate with CONSULTANT except with prior electronic, written or telephonic notice, to the COUNTY and approval from the COUNTY, of the substance of proposed communication. A simultaneous email to the COUNTY and CONSULTANT is consistent with this provision, 2. Alternately, the APPLICANT, CONSULTANT and the COUNTY may arrange to convene together in person, by telephone, or by other electronic means that technology may allow at a time and place that is mutually convenient for all. 3. CONSULTANT will provide the COUNTY with a written summary of any and all communication that takes place between APPLICANT, the COUNTY and CONSULTANT regarding the project. This summary will arrive, via email, to the COUNTY within seven (7) business days after the communication. 4, if the COUNTY or CONSULTANT is initiator of draft documents, such as meeting agendas, summaries of meetings and other material related to meetings, then these can be disseminated without — prior COUNTY approval as long as the documents go to all the involved participants at the same time, 5. If APPLICANT initiates an email to both the COUNTY and CONSULTANT, at the same time, then that is considered to be notification by APPLICANT to the COUNTY prior to communicating with CONSULTANT. 6. Email responses by CONSULTANT to APPLICANT must also be communicated to the COUNTY at the same time. 7, CONSULTANT will direct all subconsultants to follow the 1CP set forth above. VIII. Any party to this Agreement may allege a breach of the terms of this Agreement upon thirty (30) days' written notice to the other parties, said notice to include a description of the alleged breach of the Agreement by the non-terminating party. During those 30 days the party that has allegedly breached the Agreement must either take action to cure the alleged breach or may express in writing their desire to have the Agreement terminated. Upon sixty (60) days' notice the COUNTY may terminate this Agreement for any reason. The right to terminate the Agreement upon 60 days' notice to the other party is not preconditioned on that same party having, previously alleged a breach of this Agreement in a manner consistent with this Section. CONSULTANT shall not be barred from curing any alleged breach during the 60 day notice of termination period provided by this section. M In the event that this Agreement is terminated for any reason, the CONSULTANT shall be paid for all services performed within its Scope of Work prior to receipt of notice of termination. County/EA Blumen October 2012 Ex Neither party shall be responsible for damages arising directly or indirectly from any delays for causes beyond their reasonable control. In addition, if the delays resulting from any such causes increase the cost or time required by CONSULTANT to perform its services in an orderly and efficient manner, CONSULTANT shall be entitled to an equitable adjustment in schedule and/or compensation. if, during the term of this Agreement, circumstances or conditions that were not originally contemplated by or known to, not should have reasonably been contemplated or known to CONSULTANT are revealed, to the extent that they affect the scope of services, compensation, schedule, allocation of risk or other material terms of this Agreement, CONSULTANT may call for renegotiation of affected portions of this Agreement, CONSULTANT shall notify COUNTY of the changed conditions requiring renegotiation, and CONSULTANT and COUNTY shall promptly and in good faith enter into renegotiation of this Agreement to address the changed conditions. KM CONSULTANT and the COUNTY agree that all property and reproduction rights to reports submitted by CONSULTANT in the course of execution of this Agreement shall be considered in the public domain and not subject to copyright. CONSULTANT further agrees, both before and after termination or expiration of the Agreement, to make research notes and other work available to the COUNTY and the APPLICANT upon written request of either party, if required for services under this Agreement. COUNTY and APPLICANT agree that CONSULTANT is not responsible for any alterations, modifications or additions made to CONSULTANTs instruments of service or any reuse of the documents or reports on this project or any other project without the prior written consent of CONSULTANT. COUNTY and APPLICANT shall defend, indemnify and hold CONSULTANT harmless against any claims, damages or losses arising solely out of the reuse or modification of the documents and reports without CONSUL'I'ANT's prior written consent where the COUNTY or APPLICANT have participated in such reuse or modification. CONSULTANT acknowledges that the COUNTY is subject to the Public Records Act codified at Ch.42.56 RCW. QM Unless otherwise specified within the Agreement, this proposal shall be governed by the laws of Jefferson County and the State of Washington. EM The CONSULTANT shall protect, defend, save harmless and indemnify the COUNTY and the APPLICANT from and against all claims, suits, and actions to the extent caused by the negligent acts, errors or oinissions of CONSULTANT, its agents, County�EA Blumen October 2012 4 employees or officers or directors in the performance of its services under this Agreement.. CONSULTANTs duty to defend hereunder shall be limited to the extent of CONSULTANT's negligence. This Section does not limit the ability of either party to this Agreement to enforce the contractual obligations, terms and conditions this Agreement imposes upon each of them as parties to this Agreement. F.Wo The CONSULTANT shall obtain and keep in force during the term of this Agreement the following insurance with companies or through sources approved by the WA State Insurance Commissioner pursuant to Ch. 48.05 RCW: General Commercial Liability ("GCV) Insurance in an amount not less than a single limit of One Million Dollars ($1,000,000-00) per occurrence and an aggregate of not less than twice the occurrence amount, or Two Million Dollars ($2,000,000,00) for bodily injury, including death and property damage. The insurance coverage provided to the COUNTY shall contain no limitations on the scope of the protection provided and shall include the following minimum coverages: a. Broad fori-n property damage, with no employee exclusion b. Personal injury liability, including extended bodily injury C. Broad form contractual/commercial liability including completed operations d. Premises -operations liability e. Independent consultants and sub-consultants f. Blanket contractual liability. g. Errors and omissions. Said GCL insurance policy or, if needed, policies, shall name the COUNTY and the APPLICANT as additional named insureds and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the COUNTY and the APPLICANT. Certificates of coverage as required by this Paragraph shall be delivered to the COUNTY and the APPLICANT within thirty (30) days of execution of this Agreement. Worker's Compensation, Industrial Insurance and employees liability insurance in an amount equal to or greater than that required by the State of Washington. Commercial automobile insurance liability insurance policy providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work required of the CONSULTANT pursuant to this Agreement for a combined single limit of not less than $250,000 each occurrence. Proof of said insurance shall be provided to the COUNTY and the COUNTY shall be named as an additional insured in connection with the CONSULTANT's performance under this Agreement. County/EA Blusnen 000ber 20312 M. The parties intend that an independent contractor relationship shall be created by this Agreement. No agent, employee, servant or representative of the CONSULTANT shall be deemed to be an employee, agent servant or representative of the COUNTY for any purpose. Employees of the CONSULTANT are not entitled to any of the benefits the COUNTY provides for their employees. The CONSULTANT' shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, representatives and subconsultants during the performance of this Agreement. In the performance of the services herein contemplated, the CONSULTANT is an independent contractor with the authority to control and direct the performance of the details of the work. XV1. The CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. CONSULTANT shall take affirmative action to insure that qualified applicants are employed and that employees are treated equally during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotions, or transfers, recruitment or recruitment advertising; layoffs or terminations; rate of pay or other forms of compensation; selection for training including apprenticeship; and participation in recreational and educational activities. CONSULTANT agrees to post, in conspicuous places available to employees and applicants for employment, notices setting forth the provisions of this non- discrimination clause. In all solicitations or advertisements for employees placed by them or on their behalf, the CONSULTANT shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin, CONSULTANT shall cause the foregoing provisions to be inserted in all subcontracts for any work covered by this contract so that such provisions shall be binding upon each subcontractor; PROVIDED that the foregoing provisions shall not apply to contracts or subconsultants for standard commercial supplies or raw materials, The CON SU IJANTshall at all times comply with all applicable provisions of the Fair Labor Standards Act (FLSA) and any other federal or state legislation affecting the terms and conditions of employment for its employees as well as the rules and regulations promulgated pursuant to the FSA and any other federal or state legislation affecting the terms and conditions of employment for its employees. CONSULTANT acknowledges that the hold harmless/indemnification provisions of Section XIII above apply to any claim by an employee of the CONSULTANT arising from the FLSA or other state or federal regulation affecting the terms and conditions of employment for the CONSULTANT's employees. County/EA BIUMV, October 2012 M KAIIAI The CONSULTANT agrees that the APPLICANT shall be entitled to rely on any written reports, documents, data or other written material produced by the CONSULTANT as part of its Scope of Work, XVIII. In the event of any dispute or disagreement regarding the terms of this Agreement and/or the obligations of the parties under this Agreement, the parties agree that said dispute or disagreement shall be submitted first to the Director of the Department of Community Development of Jefferson County (the "Director") for resolution. Either party to this contract may appeal the decision of the Director by submission of a request for binding arbitration to either the American Arbitration Association (AAA) or to the Judicial Arbitration and Mediation Service (JAMS) for resolution under their rules and procedures. The parties shall share the costs of the Arbitrator. The Decision of the arbitrator shall be final and binding upon the parties to this contract. VX ". The parties agree that the only venue for any lawsuit (at law or equity) arising from or related to this Agreement shall be the Superior Court In and For the County of Jefferson. M Approval or acceptance by the COUNTY of any of the product(s) generated by the CONSULTANT shall neither constitute nor be deemed a release of the responsibility and liability of the CONSULTANT, or of its employees, officers or subconsultants for the accuracy and completeness of those product(s), nor shall such approval or acceptance of the products be deemed to be an assumption of responsibility by the COUNTY for any defect in the product(s). Acceptance of the product by the COUNTY does not constitute on the COUNTY'S behalf the waiver by the COUNTY of any other rights or remedies that this Agreement allows it to seek or pursue against the CONSULTANT, xxi. The name of the contact person for each of the parties to this Agreement as well as his or her business address, business phone and e-mail address are provided below. The parties acknowledge that notice to other parties may be provided by either certified mail/return receipt requested, facsimile or via electronic mail. Regardless of the method used to convey the notice, the date of receipt shall be the effective date for the purposes of this Agreement. CotintyIEA Blumen October 2012 0 Jefferson County EA Blumen Department of Con-imunity Development Attn: Rich Shipanski Alin: David Wayne Johnson 720 Sixth St. S. 621 Sheridan St. Suite 100 port Townsend, WA 98368 Kirkland, WA 98033 9M 'this Agreement, together with any attachments thereto, represents the entire and integrated Agreement between the COUNTY and the CONSULTANT and it supersedes all prior negotiations, representations and/or agreements previously or orally made. This Agreement may be amended only by a written instrument signed on behalf of each party by persons authorized to bind that particular party to this Agreement, IN WITNESS WHEREOF, the parties have executed this Agreement on the date first below written. County/EA Blumen October 2012 [M-0 NimishDesai Vice President Pacific Business Unit Director Utcll Date APPROVED AND SIGNED THIS day of (AWLtCL SEAL JEFFERSON COUNTY BOARD OF COMMISSIONERS JL Jol Austin, Chairman 4 V Ravi Sullivan, Member N41 's 1A0%ex\.U- 'X0 Lw Phil Johnson, Member Approved as to form: 12 21, David W C . Alvarez, hief C' DPA, Jefferson County 0 County !FA BlumcnOctobcr 2012 w ATTACHMENT A +w will manage preparation of the Pleasant Harbor SE IS, incoordination with the SEIS team and under the direction of Jefferson County. Following are our overall assumptions for the SEIS. overall Assumptions . We assume that draft technical reports in the following areas have been prepared and occasionally peer- reviewed by ESA Adolfson and the County;it is assumed that the technical reports include analyses sufficient to address the SEPA related conditions listed in Ordinance 01- 0128 -08 63. We will either incorporate these revised reports into the SEIS,or reports that have received a second round of review by IESA Adolfson and the County (we will confirm the approach in Phase 1 - Project Initiation). The reports will be appended to the SEIS. EAIBIumen will summarize the reports in the text of the SEIS. * Shellfish (GeoEngineers, Inc.) * Water (Bender Consulting, LLC and Subsurface Group, LLC) o Transportation (Transportation Engineering Northwest) o Shorelines (GeoErigineers, Inc.) o Fish and Wildlife (GeoEngineers, Inc.) o Archeological and Cultural Resources (Cultural Resource Consultants -Glenn Hartmann) o Critical Areas (GeoEngineers) o Earth (Subsurface Group LLC) o, Plants (GeoEngineers, Inc.) o Utilities (Hargis Engineering, Inc,, H R Esvelt Engineering) o Air Quality/Greenhouse Gas Emissions (Failsafe Canada, Inc.) - EM Blumen will be directly responsible for preparing the following sections of the SEIS (in certain cases,we assume that information will be provided by the applicant to prepare the sections,as briefly described below). We will coordinate with the applicant's engineer,Craig Peck and Associ ates,to obtain this information. o Public Services o Rural Character/Population o Relationship to Plans and Policies (including discussion on relationship to SEPA conditions listed in Ordinance 01-0128-0863,and review of the proposed development agreement and development regulations for consistencywith the SEIS.) o Energy and Natural Resources (based on LEED information provided by the applicant) o Housing and Employment (based on, ajobs study provided by the appl i cant) o Light and Glare (based on Dark Sky lighting information provided by the applicant) o Aesthetics (based on bui Iding and landscape design information provided by the applicant) o Fiscal Analysis (based on a draft MOU/MOA provided by the applicant) o In keeping with the F. determination (if the impact of the ESP within the SEIS. Phase I -Project Initiation in order to initiate the SEIS process in an efficient and timely manner,we will undertake the following First Steps- - Coordinateand/or rneet with Jefferson County and the tec.lhmcal �eporls tearn regr,Irding work performed in support of the SEIS to date, - Complete a review of the revised technical studies prepared by the applicant's technicaltearn to confirm their completeness and adequacy for inclusion in the SEIS, Identify additional project information /analysis needed to prepare the SEIS (we will prepare an Informatioo Needs MerrIO that lists this additiorialinformation/analysis,'T't,ie Memo will be the framework moving forward with the technical analyses and has been a proven and valuable tool to achieve an efficient start to the EIS),V'�'d Compare final round of on technical, studies to final draft of all technical studies. Draft memo to County regarding adequacy of revisions.. Identify critical procedural steps required by SEPA, including WAC references, and how this project will meet these requirements (this will be incorporated into the SEIS), Phase 2- Preliminary Draft SEIS EA i Blumen will manage preparation of the Preliminary Draft SETS. Specific tasks that we will accomplish in this phase include: 1. Complete the Description of the Proposed Actions and Alternatives chapter of the Draft SEIS (based on the draft project description prepared by the previous SEPA consultant and additional information provided by the applicant), We will circulate this chapter to Jefferson County and the applicant early on for concurrence. 2. Summarize all technical analyses prepared in support of the SEIS. 3, Serve as the principal author of the Preliminary Draft SEIS I directly prepare the Fact Sheet and Summary chapters, directly prepare certain sections of the Affected EnvironmentlImpacts chapter, and incorporate the technical analyses prepared by the applicant's team into the Affected Environmentlimpacts chapter (see the Overall Assumptions above for our assumptions regarding responsibilities for the various sections of the SEIS). 4, Produce the Preliminary Draft SEIS for review by Jefferson County and the applicant. Phase 3 - Draft SEIS We will complete and issue the Draft SEIS as follows: L Revise the Preliminary Draft SEIS based on comments received. Submit to Jefferson County for briefing of the Planning Commission and Board of County Commissioners (BoCC). 2. Attend and facilitate a regularly scheduled Planning Commission (PC) meeting and BoCC afternoon briefing to introduce the Preliminary Draft EIS and receive verbal feedback, 1 Review written comments from staff, and verbal comments from PC and BoCC, and revise document accordingly. Submit to Jefferson County for final approval. 4. Finalize document and coordinate production of the Draft SEIS for issuance and public comment. S. Prepare for and help conduct the Draft SEIS public hearing during the comment period (if held) to obtain oral comments. 6. Attend public hearing of the Planning Commission's review and recommendation of the SEIS. Phase 4 -Final SEIS We will prepare the Preliminary Final SEIS,and complete and issue the Final SEIS asfoflows: 2 1 . Review aliwritten (and oral) comments received on the Draft SEIS, 2. Coordinate with Jefferson County to determine whether any of the comments require further aria lysis and the approach to responding to key comments, S. Assemble responses to comments and summaries of any additional analysis in the form of a Preliminary FinalSEIS for review and comment by Jefferson County and the applicant. 4. Revise the Preliminary Final SE IS based on pertinent comments received. Submit to Jefferson County for final approval. 5. Coordinate production of the Fji na I SEIS for issuance. Our budget of the costs to complete the Pleasant Harbor SEIS is provided below. This budget is broken down by the major EIS phases: Phase 1 - Project I nitiation,Phase - 2 Preliminary Draft SEIS;Phase 3 - Draft. SEIS,and Phase 4- Final SEIS (seethe Scope of Work for a description of these phases). Assumptions: . Comments on the Preliminary Draft SEIS from the county are not substantial. - A maximum of 50 discrete a n d d i s t i n ct co ments are submitted during the draft SEIS public review period. UA , /�7 The Final SEIS will not require new alternatives, elements f the environment, or new ,analyses. Costs for Phases 3 and 4 do not including I i m i t e d printing of the preliminary or issued SEIS; these costs will ukimately take ii into account the potential to share the preliminary SEIS electronically, place the issued SETS on the County's website, and to produce a limited I number of COS of the document for public availability, if requested. us =1 I'llis Bu(Igel Phase I —Project I ni bation $7,450 vvill not be Phase 2 —Prefinninary Draft SEIS $42,000 exceeded Phase 3 —Draft SEIS $21,500 w i I I a 0 U t ¢17e Phase 4 --Final SEIS $22,000 prior \� rMen Total $92,950 Consent of the applicant Following are EA 1131umen's current billing and other rates (i.e. auto mileage, copying, and expenses). EAlBlumen2012 E MM Rch Schiparlski Gretchen Brunner 'Karen Swenson 011ingRates Manager, Planning & Environmental Review 175 Senior Planner 140 Senior Planner 130 3 VF-91 AS shown by this timeline below, we anticipate completing the SEIS process in approximately 9 months. However, the actual schedule will depend upon the level and substance of comments that we receive on the Preliminary Draft and Final SEISs, and on the Draft SEIS. EAJBIumen has the capacity and resources available to meet the schedule indicated below, . . . .................. .. EA Budgeted Tasks Peer/County Tern...... e t i We time Review time Date . .. . . . . . . .......... .. . .............. . ....... . ...... ...... 1. Coordinate /meet with Jefferson County and the 2 weeks 1/11/13 peer review team regarding work per-formed in support of the SEIS to date. 2. Complete a review of the revised technical studies prepared by the applicant's technical team to confirm their completeness and adequacy for inclusion in the S .. E .. I .. S .. . . . . . ....... ..... ............................ . . . . . . . . . .................. 3. Identify add Fit Fonal project information/anaiysis 1 week 1/18/13 needed to prepare the SEIS (we will prepare an fnfofmation Afeeds Memo that lists this additional information /analysis). 4, Compare final round of peer review/county 1-2 days 1/22/13 comments on technical studies to final draft of all technical studies. Draft memo to County regarding adequacy of revisions, 5. Identify criucal procedural steps required by 2 days 1/24/13 SE PA, including WAC references, and how this project will meet these requirements (this will be incorporated Into the SEIS). Phase2' . —F-�oplete the Descfiption oft Proposed 2 weeks .. . ........... ...... . .. .... . . . ............ . 2/7/13 Actions and Alternatives chapter of the Draft SEIS (based on the draft project description prepared by the previous SEPA consultant and additional information provided by the t): e will circulate this chapter to L---�—PPY'c - ------------ - I . . ....... Jefferson County and the applicant early on for concurrence. . Jefferson County and applicant reviewer Description of the Proposed Actions and Alternatives chapter for concurrence. 3. Summarize all technical analyses prepared in support of the SEIS. 4. Serve as the principal author of the Preliminary Draft SEIS.- directly prepare the Fact Sheet and Summary chapters, directly prepare certain sections of the Affected Environmentlimpacts chapter, and incorporate the technical analyses prepared by the applicant's team into the Affected Environment/Impacts chapter (see the Overall Assumptions above for our assumptions regarding responsibilities for the various sections of the SEIS). 5. Preaduce the Prelsrrfinary Graft SETS for review by Jefferson County and the applicant. 6. Jefferson Count._ y and applicant review Preliminary Draft SEIS and provide comments. Phase 3: 1. Revise the Preliminary Draft SETS based on comments received. Submit to Jefferson County for briefing of the Planning Commission and Board of County Commissioners (BoCC).,. Attend and facilitate a regularly scheduled. Planning Commission (PC) meeting and BoCC afternoon briefing to introduce the Preliminary f, [Draft EIS and receive verbal feedback. 1 week ..._...__p %14/13 .._ 2 w eeks 2/28/1µ3 1! k T. _3 wweeks I' 3/21/1.3 i l 2 -3 days 3/26/13 f 2 weeks 4/9/13 f" Y 3 weeks _.._._ 4/30/13 i 1 dayi 5/1/13 l i i l 3. Revise document based on verbal comments 3 days 1 5/3/13 from PC and BoCC. Submit to Jefferson County for final approval. � � . 4. .._ _._..�..__ rehinrts�ruar � Jeffe son County reviews revised. � _......_ _._ 1 week � 5/1011. Craft SETS for final approval. . Finalize document and coordinate production of ! 1 week 5/1,7,113 the Graft SETS for issuance and public comment, y ublic comment period _....... w .�_- 4.�...._W_......__ -_ weeks 6/14/13 7. - ._.. Prepare for and help conduct the graft SEI _- 3 days _ ry /4/13 public hearing (if held) during the 30 -day j comment period to obtain oral comments. j x $. Attend _._ .�..__........_...__._._ _...__�_._� public hearing of the Planning ; 1 d'ay _ _ 6,/6/13 Commission's reviewer and recommendation of I i the SEIS. 5 It is acknowledged that there will be one ('1) combined Public hearing, -s "cor.. Review all written (an orali �.ornrraents received week 1.� Revi 21 �... � he Draft SE& on the .....�°. ._ Coordinate with Jefferson County to determine 2 -3 days .........._ ._m� ._ . 6/26/13 2. whether any of the comments require further analysis and the approach to responding to key comments. 3. Assemble responses to comments amnd....T 5 weeks 7/31/13 summaries of any additional analysis in the form of a preliminary Finale SEIS for review and comment by Jefferson County and the applicant. 4. � .�.�....�.__......,.�...�.._.. � review Jefferson Count and app 2 weeks t3%�4 /13 Preliminary Final SEIS and provide comments, 5� Revise the preliminary Final SEIS based on 2 weeps 8/28/1.3 pertinent comments received. Submit to Jefferson County for final approval. ._ _.��..._. _.. 6. ..Jefferson County reviews preliminary Draft SEIS I weep 9/4/1 for final approval. �....__. _. _ 7 Finalize do_.m.__.� and coordinate production of 1 week document 9/11/13 the Final SEIS for issuance. _ .............. __...._ ..__. .. . . I3udg+eted Time Subtotal �... 24 weeks 11 weeks (EA) (County/ applicant /public) _ Total Budgeted Time for SEIS 35 weeks AAA. Z)) &I 1 -6 \,�) FOR AN APPLICANT TO PAY FOR PREPARATION OF A SUPPLEMEWAL ENVIRONMENTAL IMPACT STATEMENT PLEASANT HARBOR MARINA & GOLF RESORT, LLP, by its President/CEO Garth Mann, hereinafter referred to as APPLICANT, and JEFFERSON COUNTY, a municipal corporation, hereinafter referred to as COUNTY, in consideration of the mutual promises, covenants, terrns and conditions contained herein, agree and contract as follows: I. The Pleasant Harbor Master Planned Resort proposed by the APPLICANT to be constructed within unincorporated Jefferson County ("the Project") will require preparation pursuant to the State Environmental Policy Act (SEPA), specifically Supplemental Environmental Impact Statement (or "SEIS") to supplement the programmatic or "non-project" Final Environmental Impact Statement published September 5, 2007, for use in the analysis of the Project. Vto A business entity, EA Blumen, hereinafter "the CONSULTANT,' has been selected by the COUNTY to provide preparation of a supplemental environmental impact statement (SEIS) and to assist the County in the generation and preparation of development regulations, and development agreement for the Project. The scope of services (Attachment A to the COUNTY-CONsui.,TANT contract), includes, but is not limited to: complete a preliminary draft SEIS, revise the preliminary draft SEIS based upon comments received, attend public hearing of the Planning Commission and present a Draft SEIS, prepare preliminary Final SEIS based upon comments received, revise as necessary and coordinate production of Final SEIS for issuance consistent with a Development Agreement and Regulations. The CONSULTANT and COUNTY have separately contracted to have the above-listed products completed in a satisfactory and proper manner (as determined by the County). 1, he CONSULTANT may retain and hire in a manner consistent with Section 11 of that separate Agreement subconsultants to perform a portion of the work that is the subject of this Agreement. Should subconsultants be require, the reason and cost for the subconsultant will be approved by the applicant. Ill. The APPLICANT hereby agrees to cooperate with the CONSULTANT in preparing, the necessary products under the direction of the COUNTY, responding to comments provided by the CONSULTANT regarding the APPLICANT'S Project, documents, and other products relating to the Project, and to pay the reasonable costs of County/Statesman SEIS: November 2012 having the products reviewed and commented upon by the CONSULTANI If the CONSULI I AN1 communicates with the APPLICANT without COUNTY participation, then the CONSULTANT will provide written summaries of all communications in which the CotJNTY is not a participant. No substantive decisions shall be made at these meetings without COUNTY approval. The Consultant, the County and the Applicant will meet oat site February 2013 in order that the Consultant is properly informed and capable o1" understanding the various reports. IV. The APPLICANT is solely responsible for obtaining and retaining the personnel with the necessary skills and expertise it needs in order for it to perform its obligations as listed in this Agreement. im The COUNTY will provide the APPLICAN"I'with an invoice for CONSULTANT services rendered by the 25th of each month. Invoices must include the budget and the work completed for the billing period, with costs to complete recorded. The APPLICANT shall provide payment to the COUNTY on or before the last working day of the following month. Payments not made on or before the last working day of the month shall be subject to interest at the rate of 1.5% per month for each month or portion of a month the payment is late. If two COUNTY invoices are not paid timely then the COUNTY may request that the APPLICANT put into escrow with the COUNTY an amount equal to ten percent (10%) of the costs that the CONSULTANT has estimated in Attachment A to the COUNTY-CONSULTANT contract. If an escrow account is in place and another invoice is not timely paid the COUNTY may withdraw the amount it is owed from the escrow account and request that the APPLICANT replenish the escrow account so that it again reflects an amount equal to ten percent (10%) of the costs the CONSULTAN'I'has estimated in Attachment A described previously. M The APPLICANT agrees to provide the CONSULTANT and the COUNTY with expert's reports, scientific reports or surveys, site plans, plans, survey maps and such other information not already contained in the project application record when the listed items are reasonably available for the use of the CONSULTANT for their review. The CONSULTANT agrees to review the materials in a timely manner and provide comments to the COUNTY and the APPLICAN"I'in accordance with a mutually agreed upon review scheduled, The COUNTY shall provide the APPLICANT with ample opportunity to make comment on any forinal reports or recommendations prior to finalization of the SEIS.Tbe APPLICANT, the CONSULTANT and the COUNTY further agree to fully cooperate with each other so as to cause the efficient and prompt preparation of the SEIS. CountylSlatesman SECS: November 2012 2 Vill This section will describe conditions governing internal communications protocol (lCP) among the internal core members: the COUNTY, APPLICANT and CONSULTANT. I . APPLICANT will not communicate with CONSULTANT except with prior electronic, written or telephonic notice, to the COUNTY and approval from the COUNTY, of the substance of proposed communication. A simultaneous email to the COUNTY and CONSULTANT is consistent with this provision. 2. Alternately, the APPLICANT, CONSULTANT and the COUNTY may arrange to convene together in person, by telephone, or by other electronic means that technology may allow at a time and place that is mutually convenient for all. 3. CONSULTANT will provide the COUNTY with a written summary of any and all communication that takes place between APPIACANT, the COUNTY and CONSULTANT regarding the project. This summary will arrive, via email, to the COUNTY within seven (7) business days after the communication. 4. If the COUNTY or CONSULTANT is initiator of draft documents, such as meeting agendas, summaries of meetings and other material related to meetings, then these can be disseminated without — prior COUNTY approval as long as the documents go to all the involved participants at the same time. 5, If APPLICANT initiates an email to both the COUNTY and CONSULTANT, at the same time, then that is considered to be notification by APPLICANT to the COUNTY prior to communicating with CONSULTANT. 6. Email responses by CONsut,TANT to APPLICANT must also be communicated to the COUNTY at the same time. 7. CONStJLTANT will direct all subconsultants to follow the ICP set forth above. kv 811 In the event APPLICANT or the COUNTY wishes to suspend the work being performed under this Agreement, the suspending party shall notify the APPLICANT, the COUNTY and the CONSULTANT (as applicable) by certified mail not less than seven (7) days before the proposed suspension date that work is to be suspended and the reasons therefore. Providing the budget as Attachment A has not been exceeded, suspension of the work covered by this agreement shall not exceed forty-five (45) days unless all parties to the Agreement agree in writing to a longer period of time. County/Statesman SEIS: Novernber 2012 3 Ix. Any party to this Agreement may allege a breach of this Agreement for alleged default upon thirty (30) days'written notice to the other party, said notice to include a description of the alleged breach of the Agreement by the rion-terminating party. During those 30 days the party that has allegedly breached the Agreement must either take action to cure the alleged breach or may express in writing their desire to have the Agreement terminated. Upon sixty (60) days' notice any party to this Agreement may terminate this Agreement for any reason. Termination for any reason upon 60 clays' notice does not impose upon the party seeking to invoke that contractual right an obligation that said party has previously alleged a breach of contract. a In the event that this Agreement is terminated for any reason, the CONSULTANT shall be paid for all services performed prior to receipt of notice of termination. Any funds in the escrow account, if applicable, will be returned to the APPLICANT not less than twenty (20) days after the termination becomes effective, EM APPLICANT agrees, that all property and reproduction rights in the products (as that term is defined in this Agreement) submitted by the CONSULTANT in the course of execution of this Agreement shall be considered in the public domain and not subject to copyright. APPLICANT acknowledges that the COUNTY is subject to the Public Records Act now codified at (1,42.56 RCW, ►1140 Unless otherwise specified within the Agreement, this proposal shall be governed by the laws of Jefferson County and the State of Washington. NIA Each party to this Agreement shall protect, defend, save harmless and indemnify the other party, its employees and representatives from and against all claims, suits, and actions brought by third-parties not signatory to this Agreement (or their legal representatives) to the extent caused by that party's negligent acts, errors or omissions in the performance of services and obligations under this Agreement, aw The APPLICANT shall obtain and keep in force during the term of this Agreement the following insurance with companies or through sources approved by the WA State Insurance Commissioner pursuant to Ch. 48,05 RCW: County/Stgesman SETS: November 2012 4 General Commercial Liability ("GCL") Insurance in an amount not less than a single limit of One Million Dollars ($1,000,000.00) per occurrence and an aggregate of riot less than twice the occurrence amount, or Two Million Dollars ($2,000,000.00) for bodily injury, including death and property damage. The insurance coverage provided to the COUNTY shall contain no limitations on the scope of the protection provided and shall include the following minimum coverages- a. Broad form property damage, with no employee exclusion b. Personal Injury liability, including extended bodily in' 'Jury C. Broad form contractual/commercial liability including completed operations d. Premises.—operational liability e. Independent consultants and sub-consultants f. Blanket contractual liability. Worker's Compensation, Industrial Insurance and employer's liability insurance in an amount equal to or greater than that required by the State of Washington. Commercial automobile insurance liability insurance policy providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work required of the APPLICANT pursuant to this Agreement for a combined single limit of not less than $250,000 each occurrence. Proof of the existence of the above-described policies of insurance shall be provided by the APPLICANT to the COUNTY within twenty (20) days of the execution of this Agreement. Xv. The parties intend that an independent contractor relationship shall be created by this Agreement. No agent, employee, servant or representative of the APPLICANT shall be deemed to be an employee, agent servant or representative of the COUNTY. Employees of the APPLICANT are not entitled to any of the benefits the COTJNTY provides for their employees. The APPLICANT shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, representatives and subcontractors during the performance of this Agreement. In the performance of the services herein contemplated, the APPLICANT is an independent contractor with the authority to control and direct the performance of the details of the work. XV1. In the event of any dispute or disagreement regarding the terms of this Agreement and/or the obligations of the parties under this Agreement, the parties agree that said dispute or disagreement shall be submitted first to the Director of the Department of Community Development of Jefferson County (the "Director") for resolution. Either party to this contract may appeal the decision of the Director by submission of a request for binding arbitration to either the American Arbitration Association (AAA) or to the County/Statesman SEIS: November 2012 5 I I l Judicial Arbitration and Mediation Service (JAMS) for resolution under their ri. ie s and d procedures. The parties involved in Arbitration shall share the costs of the Arbitrator. "I'lie Decision of the Arbitrator shall be final and binding upon the patties to this contract. XV11. The parties agree that the only venue for any lawsuit (at law or equity) arising I Court e ounty of from or related to this Agreement shall be the Superior Cou In and F )rth C Jefferson. T he prevailing party shall be entitled to payment of its reasonable attorneys' fees and related costs and expenses by the non-prevailing party. k1tv I I Approval or acceptance by the COtJNTY of any of the product(s) generated by the ("ONSIA,"17 ANT shall neither constitute nor be deemed a release of the responsibility and liability of the APPLICANT, or of its employees, officers or subconsultants, to satisfy and comply with the terms and obligations this Agreement imposes on the APPLICANT. Acceptance of the product by the COUNTY does not constitute on the COUNTY's behalf the waiver by the COUNTY of any other rights or remedies that this Agreement allows it to seek or pursue against the APPLICANT, M The name Of the contact person for each of the parties to this Agreement as well as his or her business address, business phone and e-mail address are provided below. The parties acknowledge that notice to other parties may be provided by either certified mail/return receipt requested, facsimile or via electronic inall. Jefferson County Department of Community Development Attn; David Wayne Johnson 621 Sheridan St. Dort Townsend, WA 98368 M Pleasant Harbor Marina & Golf Resort, LLP Attn: Garth Mann 7370 Sierra Morena Blvd SW Calgary, ABT3H 4149 CANADA Regardless of the method used to convey the notice, the date of receipt shall be the effective date for the purposes of this Agreement. MW Any amendment to this Agreement shall not be effective unless memorialized in a writing approved and executed by each party to this Agreement. county/Statesman SEES: November 2012 This Agreement, together with any attachments thereto, represents the entire and I integrated Agreement between the APPLICANI and the COUNTY. This Agreement supersedes all prior negotiations, representations and/or agreements previously or orally made. IN wi,rNESS WHEREOF, the parties have execatal this Agreement on the date first below written. PLEASANT HARBO� 4 MARINA & GOLF RESORT, LLB' Garth Mann thatcr/ CEO Couny /Statesnian SO& November 2012 7 APPROVED AND SIGNED THIS of SEAL JEFFERSON COUNTY BOARD OF COMMISSIONERS Jo Austin Chat nnan L7avif Sullivan, Member cz, Phil Johnson, Member Approved as 10Jort": 2- 1 2-6 .. .......... - "' MI-01 C f Civil David W. Alvan'z, DPA, Jefferson Count CounlylState,,maw October 2012 9 ATTACHMEW A EAR Blumen will manage preparation of the Pleasant Harbor SEIS, in coordination with the SEIS team and under the direction of Jefferson County. Following are our overall assumptions for the SEIS. Overall Assumptions . We assume that draft technical reports in the following areas have been prepared and �A occasionally peer- reviewed by ESA Adolfson and the County;it is assumed that the technical reports include analyses sufficient to address the SEPA related conditions listed in Ordinance, 01 -01 8 -t18 63. We will either incorporate these revised reports into the SEIS,or reports that have received a second round of review by ESA Adolfson and the County (we will confirm the approach in Phase 1 - Project Initiation). The reports will be appended to the SEIS. EAIBIumen will summarize the reports in the text of the SM. o Shellfish (GeoEngineers,inc.) o Water (Bender Consulting, LLC and Subsurface Group, LLC) o Transportation (Transportation Engineering Northwest) o Shorelines (GeoEngineers, Inc.) o Fish and Wildlife (GeoEngineers, Inc.) o Archeological and Cultural Resources (Cultural Resource Consultants -Glenn Hartmann) o Critical Areas (GeoEngineers) o Earth (Subsurface Group LLC) o Plants (GeoEngineers, Inc.) o Utilities (Hargis Engineering, Inc,, H R Esvelt Engineering) o Air Qu ality/Green house Gas Emissions (Failsafe Canada, Inc.) EA I Blumen will be directly responsible for preparing the following sections of the SEIS (in certain cases,we assume that information will be provided by the applicant to prepare the sections,as briefly described below). We will coordinate with the applicant's engineer,Craig Peck and Associates,to obtain this information. o Pubic Services o Rural Character/Population o Relationship to Plans and Policies (including discussion on relationship to SEPA conditions listed in Ordinance 01 -01 28-0863,and review of the proposed development agreement and development regulations for consistency with the SE IS.) o Energy and Natural Resources (based on LEER information provided by the applicant) o Housing and Employment (based on a jobs study provided by the applicant) o Light and Glare (based on Dark Sky lighting information provided by the applicant) o Aesthetics (based on building and landscape design information provided by the applicant) o Fiscal Analysis (based on a draft MOU/MOA provided by the applicant) o in keeping with the &JP, determination of the impact of the BSP within the SEIS, 1�,/ Phase I - Project Initiation In order to initiate the SEIS, process in an efficient and timely manner,we will undertake the following First Steps: - Coopd\nabaand/or meet with Jefferson Caunky and the technica� reports marn regarding work performed in support of the SEUShm date. - Complete a review of the revised technical studies prepared by the applicant's technical team to confirm their completeness and adequacy for inclusion in the SEYS, � identify additional project informaficn/analysis needed to prepare the SEIS (we will prepare an Information Needs &yeomothat lists this additional informetiom/anoIyaim.The K8erno will be the framework moving forward with the technical an |ymeoand has been a proven and valuable tool to achieve am efficient start to the EtS) � Compere final round of comments on technical studies to final draft of all technical o1udies. Draft menom to County regarding adequacy of revisions. ~ Identify critical procedural step,,; required by SEPA, including VVAC rnforences, and how this project will meet theme requirements (this will be incorporated into the SBS). Phase 2- Preliminary [)raft SEIS EA;EMunmen will manage preparation cf the Preliminary Draft SBS. Specific tasks that we will accomplish in this phase include: 1. Complete the Description of the Proposed AcUons and Afternatives chapter of the Draft SE{S (based cwthe draft project description prepared by the previous 8EPA consultant and additional information provided by the app|icant).VVa will circulate this chop<erho Jefferson County and the applicant early nn for concurrence. 2_ Summarize all technical analyses prepared in support of the SEIS. 3, Serve as the principal author of the Preliminary Draft SEIS;directly prepare the Fact Sheet and Summary uhapbaM directly prepare certain sections of the Affected Enuirrnnnenblicmpao10 chapter, and incorporate the technical analyses prepared by the applicant's team into the Affected EnvironmenMVnper1aobap1er (see the Overall Assumptions above for our assumptions regarding responsibilities for the various sections of the SBS). 4, Produce the Preliminary Draft SEVS for review by Jefferson County and the applicant. phase 3-Draft SEIS We will complete and issue the Draft SEIS as follows: L Revise the Preliminary Draft SBS based oncomments received. Submit to Jefferson County for briefing of the Planning Commission and Board of County Commissionera(BoCC). 2_ Attend and facilitate a regularly scheduled Planning Commission (PC) meeting and BoCC afternoon briefing to introduce the Preliminary Draft EIS and receive verbal feedback. 3. Review written comments from staff, and verbal comments from PC and BoCC. and revise document accordingly. Submit to Jefferson County for final approval. 4. Finalize document and coordinate production of the Draft SEIS for issuance and public 6. Prepare for and help conduct the Draft SEIS public hearing during the comment period (if held) to obtain oral oommontx. 6, Attend public hearing of the Planning Commission's review and recommendation of the SEIS. Phase 4'Final SBS We will prepare the Preliminary Final SEIS,and complete and issue the Final SEIS as follows-, M 1„ Review allwritten (and oral) comments received on the Draft SEIS. 2w Coordinate with Jefferson County to determine whether any of the comments require further analysis and the approach to responding to key comments. 3. Assemble responses to comments and summaries of any additional analysis in the form of a Preliminary FinalSElS for review and comment by Jefferson County and the applicant. 4. Revise the Preliminary Final SEIS based on pertinent comments received. Submit to Jefferson County for final approval. 5. Coordinate production of the Fii na I SETS for issuance. A 6=0 Our budget of the costs to complete the Pleasant Harbor SEIS is provided below. This budget is broken down by the major EIS phases: Phase I - Project lnitiation,Phase - 2 Preliminary Draft S'EIS;Phase 3 -Draft SEIS,and Phase 4- Final SEIS (seethe Scope of Work for a description of these phases). Assumptions: . Comments on the Preliminary Draft SEIS from the county are not substantial. 0 A maximum of 50 discrete and d i s t i n ct co menu are submitted during the draft SEIS public review period. 0 The Final SEIS will not require new alternatives, elements 9f the environment, or new analyses. - Costs for Phases 3 and 4 do not including h m i t e g of the preliminary or issued SEIS; these costs will ultimately take into account the potential to share the preliminary SEIS electronically, place the issued SEIS on the County's website, and to produce a limited number of COS of the document for public availability, if requested, Following are EA I B I u men's current billing and other rates (i.e. auto mileage, copying, and expenses). EA1BIumen2012 E MM Rich Sc hi pa nsk i Gretchen Brunner Karen Swenson idling Rates Manager, Planning & Environmental Review 175 Senior Planner 140 Senior Planner 130 3 get Phase I— Project I ni tiation $7,450 will not be Phase 2 —Preliminary Draft SEIS $42,,000 exceeded Phase 3 - • [)gaff SEIS $21,500 eOlhout tile Phase 4 —Final SUS $22,000 pp tor written Total $92,950 consent of" the appiwant Following are EA I B I u men's current billing and other rates (i.e. auto mileage, copying, and expenses). EA1BIumen2012 E MM Rich Sc hi pa nsk i Gretchen Brunner Karen Swenson idling Rates Manager, Planning & Environmental Review 175 Senior Planner 140 Senior Planner 130 3 17, 110%, 4 Jeff Ding pianner 9 Krisity Hollinger Nanner 8 Jenny Clafilin Adrylinistrative 5 other Rates. Auto mileage, per mile $0,55 in-housf., photo copies, per page $0. 15 Handling charge on expenses 10% As shown by this timeline below, we anticipate completing the SEIS process in approximately 9 months. However, the actual schedule will depend upon the level and substance of comments that we receive on the Preliminary Draft and Final SEISs, and on the Draft SEIS. EAlBlumen has the capacity and resources available to meet the schedule indicated below. Tasks EA Budgeted Peer/County Tentative time I Review time � Date Phase I' j-- 2 Coordinate /meet with Jefferson County and the weeks e peer review team regarding work performed in support of the SEIS to date. 2. complete a review of the revised technical studies prepared by the applicant's technical team to confirm their completeness and adequacy for inclusion in the SEIS. . . . . ....... . ................... . . . T—I-je—ntiify additional project information/analysis needed to prepare the SEIS (we will prepare an Informotion Needs Memo that lists this additional information/analysis). Compare final round of peer review/county comments on technical studies to final draft of I all technical studies. Draft memo to County regarding adequacy of revisions. 5. . . ........ Identify critical procedural steps required by SEPA, including'WAC references, and how this project will meet these requirements (this will be incorporated 5 _ I nt 0 t h�e. E I S), Phase 2: C;;Tlete the Description of the Proposed Actions andAlternotives chapter of the Draft SEIS (based on the draft project description prepared by the previous SEPA consultant and additional information provided by the applicant). We will circulate this chapter to 4 1 week 1-2 days 2 days 2 weeks 1/11/13 1/18/13 1/22/13 1/24/13 2/7/13 Jefferson County and the applicant early on for concurrence. Z. Jefferson County and applicant review Description of the Proposed Actions and Alternatives chapter for concurrence. S-um i `m—arize all technical analyses prepared in T--- - support of the SEIS. 4. Serve as the principal author of the Preliminary Draft SEIS; directly prepare the Fact Sheet and SummarV chapters, directly prepare certain sections of the Affected Environryientlimpacts chapter, and incorporate the technical analyses prepared by the applicant's team into the Affected Environment/Impacts chapter (see the Overall Assumptions above for our assumptions regarding responsibilities for the various sections of the SE IS). 5, Produce the Preliminary Draft SEIS for review by Jefferson County and the applicant. 6. Jefferson -Co6—nty and applicant review---- Preliminary Draft SEIS and provide comments. Pfea—sei—: 1, Revise the Preliminary Draft SEIS based on comments received. Submit to Jefferson County for briefing of the Planning Commission and Board of County Commissioners (BoCC)... I —ed Planning commission (PC) u meeting and BoCC afternoon briefing to introduce the Preliminary I Draft EIS and receive verbal feedback. I week 2/14/13 2 weeks 2/28/13 3 weeks 3/21/13 I. 2-3 days 3/11/13 2 weeks x/9/13 3 weeks 4/30/13 1 day l 5/1/13 l P 3, Revise document based on verbal comments 1 3 days 5/3/1-3- from PC and Bocc. Submit to Jefferson County for final approval. 4. ._ County inary I Jefferson w... srevised"Prelim 1 5/0/1..-- I week 13 Draft SEIS for final approval. S.—Fina Fize document and coordinate production of 1 week / 17/1 3 the Draft SEIS for issuance and public comment. -T­--- -day public. comment —period 4 weeks 6/14/13 7. Prepare for and help conduct the Draft HIS 3 days 6/4/13 public hearing (if held) during the 30-day I comment period to obtain oral comments. At—tend'p—u�ll�c'hearing "�-f —th-e I �-W-ng I day 6/6/13 I. Commission's review and recommendation of the SEIS. i It is acknowledged that there will be one (1) combined Public Hearing. Ph-- �se --P7� .... . — ------ w itte an�d oral) comments received 1. Review a r'' , 1/13 on the Draft SE& . . ............ . .......... ...... .. days 2. Coor ina e with ferson County to determine 2-3 days — — — --------------- - -- /2/13 whether any of the comments require further analysis and the approach to responding to key comments. Assemble response s to comments and 5 weeks 7/31/13 3. summaries of any additional analysis in the form of a Preliminary Final SETS for review and comment by Jefferson County and the applicant. ...................... ......... . .......... . .............. . ....... ...... 4 Jefferson county and applicant review * 1 2 weeks 8/u/13 Preliminary Final SEIS and provide comments. . . . . J .. . . .............. . ......... L. . ..................... — — 7 — 5. Rent. the Prelj� Finar� �Fi �l SUS basQ on 2 weeks 8/28/13 pinent comments received. Submit to Jefferson e erson county for final approval. 6 T�f ier�on County Draft SEIS 1 week 9/4/13 for final approval. . . . ........ Fi nalize document and coordinate production of I week 9/11/13 the Final SEIS for issuance. 11 weeks _. ud 4 ieted Time Subtotal 2 weeks (EA) (Cou nty/ . . . .. .. . ..... . ............... . . applicant/public... Total Budgeted Time for SEES 35 weeks THIS AMEMDMENT TO THE AGREEMENT FOR AN APPLICANT TO PAY FOR PREPARATION OF A SUPPLEMENTAL ENVIRONMENTAL, IMPACT STATEMENT (attached), between PLEASANT HARBOR MARINA & GOLF RESORT, LLP, hereinafter referred to as CONSULTANT, and 3EFFERSON COUNTY, a municipal corporation, hereinafter referred to as COUNTY, and signed this day of 2015, shall change the original agreement as follows: WHEREAS, the completion of additional tasks has become necessary in order to write and publish the Final SEIS for the Pleasant Harbor Marina & Golf Resort, LLP Master Planned Resort ("the MPR") and the applicant has stated its willingness to pay additional compensation to ensure the completion of those tasks; and WHEREAS, completion of the additional tasks and eventual publication of the Final SEIS for the MPR represent and constitute good and valuable consideration bargained for and exchanged, the Consultant and the County amend the original contract as follows: Attachment A is amended as follows: Scope of Work — Phase 4 Task 1: Review all letters and written comments received on the Draft SEIS; assign team responsibilities for input to responses; and, distribute to the team to obtain technical responses. Task 2: Review transcript from County Planning Commissioners meeting; assign team responsibilities for input to responses to comments, and distribute to the team to obtain technical responses. It is anticipated that many of the comments from the meeting can be addressed by referring to responses to written comments. Task 3: Coordinate with County regarding Sheriff and Fire Dept. impacts and status of MOU's. Task 4: Coordinate with the County and the technical team regarding preparation of responses; obtain, review and incorporate comment response input into the I st Preliminary Final SEIS. Task 5: Directly prepare the balance of responses to comments. Task 6, As warranted by the Draft S; IS comments, revise sections of the Draft SEIS in highlights or track-change to clearly indicate updates since publication of the Draft SEIS. County/EA Engineering Agreement Amendment — March 2015 Task 7: Prepare a summary matrix of all comments per County guidelines. Task 8: Produce I st Preliminary Final SEIS for submittal to Jefferson County for review and comment (submit electronically in PDF and Word versions). Task 9: Review the County's I st round of comments on the Preliminary Final SEIS Task 10: Coordinate with Jefferson County and the technical team regarding preparation of revisions based on comments received; obtain, review and incorporate changes into the 2nd Preliminary Final SEIS. Task '11 Prepare the balance of revisions in a 2nd Preliminary Final SEIS. Task 12: Produce 2nd Preliminary Final SEIS for review by Jefferson County. Task 13: Coordinate with Jefferson County regarding final review of the document and obtain any further comments. Task 14: Make edits to the Final SEIS based on final comments from Jefferson County and prepare the Final SEIS for issuance by Jefferson County. Task 15: Print and produce CDs of the Final SEIS for issuance by Jefferson County (it is assumed that EA will print seven hard-copies of the document and will burn 50 CDs). At the end of this phase, the Final SEIS will be issued by Jefferson County, This scope of work and budget covers services through issuance of the Final SEIS. Bu_ dget The total budget amount shall increase from $92,950 and not to exceed $120, 330. These changes are the only changes to the original contract. The entire remainder of the original contract remains in full force and all rights and obligations of the County and the Consultant described in the original contract remain effective, Pleasant Harbor Mari & Golf Resort, LLC . . ...... . .............. ........... Man. Garth Man C , CEO Date APPROVED AND SIGNED THIS ----------------- —1 __.__ -day of 12015 County/ EA Engineering Agreement Amendment — March 2015 N SEAL JEFFERSON COUN'rY BOARD OF COMMISSIONERS David Sullivan, Chairman Kathleen Idler, Member Phil Johnson, Member Approved as to form. . . . ............. David W. Alvarez, Chits DPA, Jefferson County COUnty/EA Engineering Agrecrilent Amendment — March 2015 E'1013130051 Iffi-811 TO P -VA 9 FW THIS AMEMDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR PREPARATION OF A SUPPLEMENTAI., ENVIRONMENTAL IMPACT STATEMENT (attached), between EA ENGINEERING, hereinafter referred to as CONSULTANT, and JEFFERSON COUNTY, a municipal corporation, hereinafter referred to as COUNTY, and signed this _._... day of 2015, shall change the original agreement as follows: WHEREAS, the completion of additional tasks has become necessary in order to write and publish the Final SEIS for the Pleasant Harbor Marina & Golf Resort, LLP Master Planned Resort ("the MPR") and the applicant has stated its willingness to pay additional compensation to ensure the completion of those tasks; and WHEREAS, completion of the additional tasks and eventual publication of the Final SEIS for the MPR represent and constitute good and valuable consideration bargained for and exchanged, the Consultant and the County amend the original contract as follows: Attachment A is amended as follows: Scove of Work Phase 4, entitled "Final SEIS," shall include the following, tasks Task 1: Review all letters and written comments received on the Draft SEIS; assign team responsibilities for input to responses; and, distribute to the team to obtain technical responses. Task 2: Review transcript from County Planning Commissioners meeting, assign team responsibilities for input to responses to comments, and distribute to the team to obtain technical responses. It is anticipated that many of the comments from the meeting can be addressed by referring to responses to written comments. Task 3: Coordinate with County regarding Sheriff and Fire Dept. impacts and status of MOU's. Task 4: Coordinate with the County and the technical team regarding preparation of responses; obtain, review and incorporate comment response input into the I st Preliminary Final SEIS, Counly4-1'A Engineering Agreement Amendment - March 2015 Task 6: As warranted by the Draft SEIS comments, revise sections of the Draft SEIS in highlights or track - change to clearly indicate updates since publication of the Draft SEIS. Task 7: Prepare a summary matrix of all comments per County guidelines. Task 8: Produce I st Preliminary Final SEIS for submittal to Jefferson County for review and comment (submit electronically in PDF and Word versions). Task 9: Review the County's Ist round of comments on the Preliminary Final SEIS Task 10: Coordinate with Jefferson County and the technical team regarding preparation of revisions based on comments received; obtain, review and incorporate changes into the 2nd Preliminary Final SEIS. Task I I : Prepare the balance of revisions in a 2nd Preliminary Final SEIS. Task 12: Produce 2nd Preliminary Final SEIS for review by Jefferson County. Task 13: Coordinate with Jefferson County regarding final review of the document and obtain any further cornments. Task 14: Make edits to the Final SEIS based on final comments from Jefferson County and prepare the Final SEIS for issuance by Jefferson County. Task 15: Print and produce CDs of the Final SEIS for issuance by Jefferson County (it is assumed that EA will print seven hard - copies of the document and will burn 50 CDs). At the end of this phase, the Final SEIS will be issued by Jefferson County. 'This scope of work and budget covers services through issuance of the Final SEIS. B..Lnd wet The total budget amount shall increase from $92,950 and not to exceed $120, 330. These changes are the only changes to the original contract. The entire remainder of the original contract rernains in full .force and all rights and obligations of the County and the Consultant described in the original contract remain effective. County/FA Engineering Agreement Amendment - March 2015 2 APPROVED AND SIGNED THIS..... . ........ -day of . ...... ... _._, 2015 SEAL JEFFERSON COUNTY BOARD OF COMMISSIONERS David Sullivan, Chairman Kathleen Kler, Member Phil Johnson, Member Approved as to form. 4 . . . ....... David W. Alvarez, Chie,, 'ivil DPA, Jefferson County County/EA j-'Ingincering Agreement Amendment March 2015