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HomeMy WebLinkAbout120621ca14 ff 615 Sheridan Street Port Townsend, WA 98368 €eehsorc www.JeffersonCountyPublicHealth.org Consent Agenda Public Healt JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, Interim County Administrator FROM: Pinky Mingo, Environmental Public Health and Water Quality Director Tami Pokorny, Natural Resources Program Coordinator DATE: SUBJECT: Agenda Item — Natural Systems Design: Hoh River Master Plan Phase I Amendment 1 to WQ-20-195; September 30, 2021 —January 31, 2022; to extend the period of performance and add to the scope of work and budget. $16,088 STATEMENT OF ISSUE: Jefferson County Public Health requests approval of Natural Systems Design Hoh River Master Plan Phase I Project Amendment 1 to extend the period of performance and add to the scope of work and budget; September 30, 2021 —January 31, 2022; $16,088 ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S: This agreement is for Natural Systems Design to produce a Phase I comprehensive Hoh River Restoration and Management Master Plan (Resiliency Plan), including three conceptual designs to improve channel migration zone function, support self-sustaining floodplain and in-channel habitat for salmon and steelhead in the Middle Hoh River (RM 16-31), and to address locally identified resiliency objectives. Amendment 1 will add budget to provide additional design and technical support, meetings, and outreach not originally anticipated in the project scope, and to cover related project management. FISCAL IMPACT/COST BENEFIT ANALYSIS: Funding for the Amendment 1 is provided by RCO# 18-2005. There is no matching funds requirement. RECOMMENDATION: JCPH Management recommends BOCC signature for Natural Systems Design Hoh River Master Plan Phase I Project Amendment 1 to extend the period of performance and add to the scope of work and budget; September 30, 2021 —January 31, 2022; $16,088 REVIEW D BY: 17 /. /12/7/2—/ Mark McCauley terim County Administr Date Community Health Developmental Disabilities Environmental Public Health 360-385-9400 360-385-9444 360-385-9401 (f) (f)360-379-4487 Always working for a safer and healthier community W Q-20-195-A 1 AMENDMENT NO. 1 TO AGREEMENT Between JEFFERSON COUNTY And NATURAL SYSTEMS DESIGN The Agreement between Jefferson County,hereinafter referred to as 'the County' and Natural Systems Design,hereinafter referred to as `Contractor' for the Hoh River Master Plan Phase 1 project(RCO# 18- 2005)is amended effective September 30,2021 through January 31, 2022. AMENDMENT PURPOSE The purpose of the amendment is to: 1.) Increase the Scope of Work to provide for one conceptual design re-design and one entirely new additional conceptual design, participate in three additional steering committee meetings, participate in additional outreach and public education, incorporate one additional round of public comments into the Resiliency Plan(Exhibit A),and provide additional project management and client support to the County. 2.) Extend the period for performance from September 30,2021 to January 31,2022. 3.) Increase payment by$16,088 from$195,415 to$211,503 as estimated in Exhibit B. All other terms and conditions of the original Agreement remain in full force and effect.All work performed consistent with the Agreement prior to the execution of this Amendment No. 1 is hereby ratified. DATED this day of ,20 (SIGNATURES FOLLOW ON THE NEXT PAGE) WQ-20-195-A1 SIGNATURE PAGE JEFFERSON COUNTY BOARD OF COMMISSIONERS Natural Systems Design Name of Contractor Kate Dean,Chair S'r.Fv Cr-) 1"4 Contractor Representative(Please print) Heidi Eisenhour,Member 2,//,‘,/t (Signature) Greg Brotherton,Member FQSw.�GSPegfi— Title 1` ilq--70z Date Approved as to form only: 0.1114***** 11/12/2021 Philip C.Hunsucker Date Chief Civil Deputy Prosecuting Attorney EXHIBIT A Scope of Work Natural Systems Design,"Contractor",will perform the following feasibility tasks as part of the Hoh River Master Plan Phase I project (RCO # 18-2005). Tasks are numbered to be consistent with the original agreement budget. Task 1: Project Management and Client Support This task includes associated project management, coordination, administration, and participation in leadership group. Deliverable la: Monthly status reports, updates, and invoices. Deliverable lb: Correspondence with Jefferson County via email and phone to maintain open communication. Task 3: Steering Committee Meetings NSD will attend three additional steering committee meetings to answer questions related to the plans and present concept designs.NSD will also present examples from other NSD larger river restoration projects to highlight habitat and fish use benefits,as well as how common the approach has become. Deliverable 3a: Presentation describing four concept designs developed. Deliverable 3b: Presentation of previous large river projects. Deliverable 3c: Participation of two NSD staff at three additional steering committee meetings Task 4: Outreach and Public Education NSD, specifically Tim Abbe, will participate in a float trip with key stakeholders or trustees. He and one additional NSD staff members will present the project to the Hoh Tribal Council and answer questions. Deliverable 4a: Attendance at 1-day float trip by Tim Abbe. Deliverable 4b: Attendance at Tribal Council meeting. Task 5: Middle Hoh Resiliency Plan NSD will provide additional project support and advice to the County and provide time to address 1 additional round of comments to the Plan. Deliverable 5a: Final Resiliency Plan will be delivered as per the original scope of work, inclusive of all efforts developed under original scope of work and incorporating this final round of comments. Task 6: Concept Designs NSD will update and expand one of the original conceptual designs, called Lindner Creek Floodplain,and develop an additional new concept design to accompany the three included in the original scope of work. Included in the new concept designs are plan view graphics depicting locations of proposed actions and a written description to be included in the Action Plan(Appendix to the Resiliency Plan). Draft versions of the concept designs will be developed,presented to the steering committee to solicit comments,and revised accordingly. The final concept design will be included in the final version of the action plan. Deliverable 6a: Draft and final updated conceptual designs and descriptions Deliverable 6b: Draft and final concept design and description for one additional location,most likely the Elk Creek area EXHIBIT B Estimated Budget ispocotreps, t216 s1 slt6 VS x a a Sa�n1,t■aa.,a I 1 t i ti ill 3 ,h... 0 d: ' 4660 OWN Talk TankDamnp4lon 'fatal'Sours [46D Lobar Coot 64614innaaat Tnfa1Casa topensat � s � "gli 1.1 om+drn[ar.4Lirg 1 14 2 13 Slots 61025 12 "r"aid f611fd0wiresikrq 1. Y 7 i310 2062 111011.10010 1r. 12 1 2 1 $s 1 NAM Si atefrire 16041026 I 8 14 22 w 1.1 SO 1Ata a prat .ra +..,.,,. 12 19 _ 6d .... ., . ,lid ._. .,. ,.12.56C .� 4 7 rltd Guano msatn6 . 3. 4 .,. T 11265 11261 01160066 15 to 4 1 0 a 16 _ 1:1401I 112 204142 S.1 f 0010161 2 6 to 11,1#0 ltaltte 6,2 4 !4 X IA4 a6a 2 4 d 0 le 1 I 1 $111 40 1611 $1 4 t 6 . 61.465 61,46'l 6.2° 1 10 16 19660 1$:!1{ a . X 111 2 12 , swim an • PERSONAL SERVICES AGREEMENT Between Natural Systems Design,Inc. and Jefferson County THIS PERSONAL SERVICES AGREEMENT("this Agreement")is entered into between the County of Jefferson, a municipal corporation("the County"), and Natural Systems Design("the Contractor"), in consideration of the mutual benefits,terms, and conditions specified below. Project Designation. The Contractor is retained by the County to perform the following work: In support of the Hoh River Master Plan Phase I project for restoration of the Middle Hoh River (RM 16-31),the Contractor will produce a Phase I comprehensive Hoh River Restoration and Management Master Plan(Resiliency Plan), including three conceptual designs to improve channel migration zone function, support self-sustaining floodplain and in-channel habitat for salmon and steelhead and to address locally identified resiliency objectives. Contractor will support and participate in steering committee meetings, workshops, site visits, education events, a storytelling exercise, community dinner, video, and project surveys in person or remotely. The personal services are funded by a grant from the Recreation and Conservation Office(RCO)#18- 2005. 1. Scope of Services. Contractor agrees to perform the services identified on Exhibit"A" attached hereto including the provision of all labor. 2. Time for Performance. This Agreement shall commence on May 22, 2020 and continue through September 30, 2021. Work performed consistent with this Agreement during its term,but prior to the adoption of this Agreement, is hereby ratified. The Contractor shall perform all services pursuant to this Agreement as outlined on Exhibit"A". Time is of the essence in the performance of this Agreement. 3. Payment The Contractor shall be paid by the County for completed work and for services rendered under this Agreement as follows: a. Payment for the work provided by the Subcontractor shall not exceed $195,415.00, as described in Exhibit"B", in the completion of this project without express written amendment signed by both parties to this Agreement. b. Invoices must be submitted by the 15th of the month for the previous month's expenses. Such invoices will be checked by the County, and upon approval thereof,payment will be made to the Contractor in the amount approved. Failure to submit timely invoices and reports pursuant to Exhibit B of the Agreement may result in a denial of reimbursement. Invoices not submitted within 60 days may be denied. Page 1 of 20 c. Final payment of any balance due the Contractor of the total contract price earned will be made promptly upon its ascertainment and verification by the County after the completion of the work and submittal of reports under this Agreement and its acceptance by the County. d. Contractor shall provide invoices and necessary backup documentation for all services including timesheets and statements(specifying the services provided). Any indirect charges require the submittal of an indirect cost methodology and rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230. e. The Contractor's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the County and state for a period of six(6)years after final payments. Copies shall be made available upon request. 4. Ownership and Use of Documents.. All non-confidential or de-identified documents, drawings, specifications, and other materials produced by the Contractor in connection with the services rendered under this Agreement shall be the property of the County whether the project for which they are made is executed or not. The Contractor shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Contractor's endeavors. Contractor shall not be held liable for reuse of documents or modifications thereof, including electronic data,by County or its representatives for any purpose other than the intent of this Agreement. 5. Compliance with laws. Contractor shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered under this Agreement. 6. Audit. An audit will be submitted to the County upon request. Upon request, Contractor will submit the most recent financial audit within 30 days. a. Upon request,the County shall have the option of performing an onsite review of all records, statements, and documentation. b. If the County finds indications of potential non-compliance during the monitoring process,the County shall notify Contractor within ten(10)days. County and Contractor shall meet to discuss areas of contention in an attempt to resolve issues. c. Audit will provide statements consistent with the guidelines of Reporting for Other Non-Profit Organizations AICPA SOP 78-10, and is performed in accordance with generally accepted auditing standards and with Federal Standards for Audit of Governmental Organizations, Programs,Activities and Functions, and meeting all requirements of 2 C.F.R. Part 200, as applicable. Page 2 of 20 7. Indemnification. a. To the extent of its comparative liability, each party agrees to indemnify,defend and hold the other party, its officers, officials, employees, agents and volunteers (and their marital communities),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(including the loss of use resulting therefrom)which are alleged or proven to be caused by an act or omission, negligent or otherwise, of its officers, officials, employees, agents and volunteers(and their marital communities). b. A party shall not be required to indemnify, defend, or hold the other party or its officers, officials, employees, agents and volunteers (and their marital communities)harmless if the claim, damage, loss or expense for personal injury, for any bodily injury, sickness, disease or death or for any damage to or destruction of any property(including the loss of use resulting therefrom) is caused by the sole act or omission of the other party or its officers, officials, employees, agents and volunteers. c. In the event of any concurrent act or omission of the parties and their officers, officials, employees, agents and volunteers,negligent or otherwise, these indemnity provisions shall be valid and enforceable only to the extent of the comparative liability of each party and its officers, officials, employees, agents or volunteers. d. The parties agree to maintain a consolidated defense to claims made against them and to reserve all indemnity claims against each other until after liability to the claimant and damages, if any, are adjudicated. If any claim is resolved by voluntary settlement and the parties cannot agree upon apportionment of damages and defense costs,they shall submit apportionment to binding arbitration. e. The indemnification obligations of the parties shall not be limited in any way by the Washington State Industrial Insurance Act, Title 51 RCW, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act. Each party hereby expressly waives any immunity afforded by such acts to the extent required by a party's obligations to indemnify, defend and hold harmless the other party, its officers,officials, employees, agents and volunteers (and their marital communities). A party's waiver of immunity does not extend to claims made by its own employees directly against that party as employer. The indemnity provisions of this section are a material inducement to enter into this Agreement and have been mutually negotiated. f. The provisions of this section shall survive the expiration or termination of this Agreement. Page 3 of 20 8. Insurance. Prior to commencing work,the Contractor shall obtain at its own cost and expense the following insurance coverage specified below and shall keep such coverage in force during the terms of the Agreement. a. Commercial Automobile Liability Insurance 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 for a combined single limit of not less than $500,000 each occurrence with the County named as an additional insured in connection with the Contractor's performance of this Agreement. This insurance shall indicate on the certificate of insurance the following coverage: (a) Owned automobiles; (b)Hired automobiles; and, (3)Non-owned automobiles. b. Commercial General Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000)per occurrence and an aggregate of not less than two (2)times the occurrence amount($2,000,000.00 minimum) for bodily injury, including death and property damage,unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: i. Broad Form Property Damage,with no employee exclusion; ii. Personal Injury Liability, including extended bodily injury; iii. Broad Form Contractual/Commercial Liability—including coverage for products and completed operations; iv. Premises—Operations Liability(M&C); v. Independent Contractors and subcontractors; vi. Blanket Contractual Liability. c. Professional Liability Insurance. The Contractor shall maintain professional liability insurance against legal liability arising out of activity related to the performance of this Agreement, on a form acceptable to Jefferson County Risk Management in the amounts of not less than$1,000,000 Each Claim and $2,000,000 Aggregate. The professional liability insurance policy should be on an"occurrence" form. If the professional liability policy is"claims made,"then an extended reporting periods coverage(tail coverage) shall be purchased for three(3)years after the end of this Agreement, at the Contractor's sole expense. The Contractor agrees the Contractor's insurance obligation to provide professional liability insurance shall survive the completion or termination of this Agreement for a minimum period of three (3) years. d. The County shall be named as an"additional named insured"under all insurance policies required by this Agreement, except Professional Liability Insurance when not allowed by the insurer. Page 4 of 20 e. Such insurance coverage shall be evidenced by one of the following methods: (a) Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. f. The Contractor shall furnish the County with properly executed certificates of insurance that, at a minimum, shall include: (a) The limits of coverage; (b) The project name to which it applies; (c) The certificate holder as Jefferson County, Washington and its elected officials, officers, and employees with the address of Jefferson County Public Health 615 Sheridan Street,Port Townsend, WA 98368, and, (d)A statement that the insurance policy shall not be canceled or allowed to expire except on thirty(30) days prior written notice to the County. If the proof of insurance or certificate indicating the County is an"additional insured" to a policy obtained by the Contractor refers to an endorsement(by number or name) but does not provide the full text of that endorsement,then it shall be the obligation of the Contractor to obtain the full text of that endorsement and forward that full text to the County. Certificates of coverage as required by this section shall be delivered to the County within fifteen(15)days of execution of this Agreement. g. Failure of the Contractor to take out or maintain any required insurance shall not relieve the Contractor from any liability under the Agreement,nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of the County. h. The Contractor's insurers shall have no right of recoveryor subrogation against the County(including its employees and other agents and agencies), it being the intention of the parties that the insurance policies,with the exception of Professional Liability Insurance, so affected shall protect both parties and be primary coverage for all losses covered by the above described insurance. i. Insurance companies issuing the policy or policies shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of policy. j. All deductibles in the above described insurance policies shall be assumed by and be at the sole risk of the Contractor. k. Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of this Agreement by the County. At the option of the County,the insurer shall reduce or eliminate deductibles or self-insured retention, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 1. Insurance companies issuing the Contractor's insurance policy or policies shall have no recourse against the County(including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of insurance policy. Page 5 of 20 m. Any judgments for which the County may be liable, in excess of insured amounts required by this Agreement, or any portion thereof,may be withheld from payment due,or to become due,to the Contractor until the Contractor shall furnish additional security covering such judgment as may be determined by the County. n. Any coverage for third party liability claims provided to the County by a"Risk Pool"created pursuant to Ch. 48.62'RCW shall be non-contributory with respect to any policy of insurance the Contractor must provide in order to comply with this Agreement. o. The County may, upon the Contractor's failure to comply with all provisions of this Agreement relating to insurance, withhold payment or compensation that would otherwise be due to the Contractor. p. The Contractor's liability insurance provisions shall be primary and noncontributory with respect to any insurance or self-insurance programs covering the County, its elected and appointed officers, officials, employees, and agents. q. Any failure to comply with reporting provisions of the insurance policies shall not affect coverage provided to the County, its officers, officials, employees, or agents. r. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. s. The Contractor shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance provisions for subcontractors shall be subject to all the requirements stated herein. t. The insurance limits mandated for any insurance coverage required by this Agreement are not intended to be an indication of exposure nor are they limitations on indemnification. u. The Contractor shall maintain all required insurance policies in force from the time services commence until services are completed. Certificates, insurance policies, and endorsements expiring before completion of services shall be promptly replaced. All the insurance policies required by this Agreement shall provide that thirty(30)days prior to cancellation, suspension,reduction or material change in the policy,notice of same shall be given to the Jefferson County Public Health Contracts Manager by registered mail,return receipt requested. v. The Contractor shall place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-, Page 6 of 20 with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the State of Washington. w. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. 9. Workers Compensation(Industrial Insurance), a. If and only if the Contractor employs any person(s) in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of the Contractor,the Contractor shall maintain workers compensation insurance at its own expense, as required by Title 51 RCW,for the term of this Agreement and shall provide evidence of coverage to Jefferson County Public Health, upon request. b. Workers compensation insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. c. This coverage shall extend to any subcontractor that does not have their own worker's compensation and employer's liability insurance. d. The Contractor expressly waives by mutual negotiation all immunity and limitations on liability,with respect to the County, under any industrial insurance act, disability benefit act, or other employee benefit act of any jurisdiction that would otherwise be applicable in the case of such claim. e. If the County incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from the Contractor. 10. independent Contractor. The Contractor and the County agree that the Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. The Contractor specifically has the right to direct and control Contractor's own activities, and the activities of its subcontractors, employees, agents, and representatives, in providing the agreed services in accordance with the specifications set out in this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded County employees by virtue of the services provided under this Agreement, including, but not limited to: retirement, vacation pay; holiday pay; sick leave pay; medical, dental, or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Jefferson County employees. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Contractor, or any employee of Contractor. Page 7 of 20 11. Subcontracting Requirements,. a. The Contractor is responsible for meeting all terms and conditions of this Agreement including standards of service,quality of materials and workmanship, costs, and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. The Contractor assumes responsibility for and all liability for the actions and quality of services performed by any subcontractor. b. Every subcontractor must agree in writing to follow every term of this Agreement. The Contractor must provide every subcontractor's written agreement to follow every term of this Agreement before the subcontractor can perform any services under this Agreement. The Public Health Director or their designee must approve any proposed subcontractors in writing. c. Any dispute arising between the Contractor and any subcontractors or between subcontractors must be resolved without involvement of any kind on the part of the County and without detrimental impact on the Contractor's performance required by this Agreement. 12. Covenant Against Contingent Fees, The Contractor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor,to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission,percentage,brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the County shall have the right to annul this Agreement without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover,the full amount of such fee, commission,percentage, brokerage fee, gift, or contingent fee. 13. Discrimination Prohibited. The Contractor,with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color,national origin, religion, creed, age, gender, sexual orientation, material status, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 14. No Assignment. The Contractor shall not sublet or assign any of the services covered by this Agreement without the express written consent of the County. Assignment does not include printing or other customary reimbursable expenses that may be provided in an agreement. 15. Non-Waiver. Waiver by the County of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 16. Termination. Page 8 of 20 a. The County reserves the right to terminate this Agreement at any time by giving ten(10) days written notice to the Contractor. b. In the event of the death of a member, partner, or officer of the Contractor, or any of its supervisory personnel assigned to the project, the surviving members of the Contractor hereby agree to complete the work under the terms of this Agreement, if requested to do so by the County. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Contractor and the County, if the County so chooses. c. The County reserves the right to terminate this contract in whole or in part, with 10 days' notice, in the event that expected or actual funding from any funding source is withdrawn, reduced, or limited in any way after the effective date of this agreement. In the event of termination under this clause,the County shall be liable for only payment for services rendered prior to the effective date of termination. 17.Notices. All notices or other communications which any party desires or is required to give shall be given in writing and shall be deemed to have been given if hand-delivered, sent by facsimile, email, or mailed by depositing in the United States mail,prepaid to the party at the address listed below or such other address as a party may designate in writing from time to time. Notices to the County shall be sent to the following address: Tami Pokorny,Natural Resources Program Coordinator Jefferson County Public Health 615 Sheridan Street Port Townsend, WA 98368 trkorny cco:Jefferson. u Ph: 360-379-4498 Notices to Contractor shall be sent to the following address: Dawn Duncan, Office Manager Natural Systems Design, Inc. 1900 Northlake Way, Suite 211 Seattle, WA 98103 Dawn(?anaturaldes.corm Ph: 206-480-1114 18. Integrated Agreement. This Agreement together with attachments or addenda represents the entire and integrated Agreement between the County and the Contractor and supersedes all prior negotiations,representations, or agreements written or oral. No representation or promise not expressly contained in this Agreement has been made. This Agreement supersedes all prior or simultaneous representations,discussions, negotiations, and agreements, whether written or oral,by the County within the scope of this Agreement. The Contractor ratifies and adopts all statements,representations, warranties, covenants, and agreements contained in its proposal, and the supporting Page 9 of 20 material submitted by the Contractor, accepts this Agreement and agrees to all of the terms and conditions of this Agreement. 19. Modification of this Agreement. This Agreement may be amended only by written instrument signed by both County and Contractor. 20. Disputes. The Parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. Any disputed issue not resolved pursuant to the terms of this Agreement shall be submitted in writing within 10 days to the County Risk Manager,whose decision in the matter shall be final,but shall be subject to judicial review. If either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this Agreement, each party in such action shall bear the cost of its own attorney's fees and court costs. Any legal action shall be initiated in the Superior Court of the State of Washington for Jefferson County. The parties agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The Contractor hereby consents to the personal jurisdiction of the Superior Court of the State of Washington for Jefferson County. 21. Section Headings. The headings of the sections of this Agreement are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of the sections or this Agreement. 22. Limits of Any Waiver of Default. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute a consent to,waiver of, or excuse of any other, different, or subsequent breach by either party. 23. No Oral Waiver. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. Failure of a party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. 24. Sevorability. Provided it does not result in a material change in the terms of this Agreement, if any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent,the remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 25. Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest, heirs, and assigns. 26. No Assignment. The Contractor shall not sell, assign, or transfer any of rights obtained by this Agreement without the express written consent of the County. 27. No Third-party Beneficiaries. The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. Page 10 of 20 28. Signature in Counterparts. The parties agree that separate copies of this Agreement may be signed by each of the parties and this Agreement shall have the same force and effect as if all the parties had signed the original. 29. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. 30. Arms-Length.Negotiations. The parties agree that this Agreement has been negotiated at arms-length,with the assistance and advice of competent, independent legal counsel. 31. Public Records Act. Notwithstanding the provisions of this Agreement to the contrary,to the extent any record, including any electronic, audio,paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW,as may hereafter be amended, the Contractor agrees to maintain all records constituting public records and to produce or assist the County in producing such records, within the time frames and parameters set forth in state law. The Contractor further agrees that upon receipt of any written public record request, Contractor shall, within two business days,notify the County by providing a copy of the request per the notice provisions of this Agreement. 32. Confidentiality. With respect to all information relating to County that is confidential and clearly so designated, as required by the Health Insurance Portability and Accountability Act(HIPAA) and any other applicable privacy laws, the Contractor agrees to keep such information confidential. The Contractor shall not disclose, transfer, or sell any such information to any party, except as provided by law or, in the case of personal information, with the prior written consent of the person to whom the personal information pertains. The Contractor shall maintain the confidentiality of all personal information and other information gained by reason of this Agreement, and shall return or certify the destruction of such information if requested in writing by Jefferson County. This Agreement, once executed, will be a"public record"subject to production to a third party if same is requested pursuant to• the Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended. DATED this day of ,20 a (SIGNATURES POLL ON THE NEXT PAGE) Page 11 of 20 SIGNATURE PAGE JEFFERSON COUNTY BOARD 0 'COMMISSIONERS Natural Systems Design, Inc. .. `. Name of Contractor Greg Brotherton,Chair Tim Abbe.PhD. PEG, PHG,Principal in Charge Contractor Kate Dean,Member (Si \ ‘.. isc-\+‘ 4 k\\-16: (At attire) David Sullivan,Member P fessional Engineering Geologist,WA,2002,#1151 rofessional Hydrogeologist,WA,2002,#1151 Afit lAt* 3 2 b 0 , , i Date ATTEST: I; BY: (a + avve Carolyn GalDeputy CIerk of theoard APPROVED AS TO FORM ONLY: 7/21/2020 Philip C.Hunsucker Chief Civil Deputy Prosecuting Attorney Page 12 of 20 Exhibit A: Scone of Work The Contractor shall work collaboratively to produce a Phase I comprehensive Hoh River Restoration and Management Master Plan(Resiliency Plan), including three conceptual designs to improve channel migration zone function, support self-sustaining floodplain and in-channel habitat for salmon and steelhead in the Middle Hoh River(RM 16-31), and address locally identified resiliency objectives. The plan will provide a synthesis of existing knowledge including geomorphic and physical habitat information; mapping of channel and floodplain features; 2D hydraulic modeling using existing LiDAR and new bathymetry; a platform for consideration of transportation,resiliency and restoration goals, options and opportunities. Contractor will support and participate in the meetings of an existing project steering committee, workshops, site visits, education events, a storytelling exercise, community dinner,video, and project surveys in person, or remotely, as appropriate and practicable. The Contractor is an independent contractor and not an employee of Jefferson County. Task 1: Project Management Contractor will lead project scheduling, maintain adherence to the scope of work,timelines, and due dates; request for, and receive landowner permissions to access property; lead the team interaction with the existing project steering committee; and ensure adherence to data quality assurance and controls. Contractor will provide updates to Jefferson County to facilitate the tracking of progress and to communicate major findings as information becomes available. Contractor will produce monthly summary reports to accompany our invoicing for services completed. Deliverables: la)Monthly status reports,updates, and invoices—Due June 2020 through September 2021 lb)Correspondence with Jefferson County via email and phone to maintain open communication—Due weekly June 2020 through September 2021 Task 2: Assemble Technical and Community Data Contractor will quantify the key geomorphic,hydraulic, and habitat trends, along with social components related to land use,access,recreation priorities, and local and traditional ecological knowledge. The results of this data collection and analysis will form the framework for the development of the Resiliency Plan in Task 5. Draft results of the Channel migration zone delineation, the Restoration Corridor, vegetation and aquatic habitat mapping, and 2D hydraulic analysis will be presented to the steering committee where the main trends and conclusions of the work will be discussed. Contractor will maximize use of existing information and previously completed work products to the extent feasible,to reduce time and expenses under this task. Technical and data assembly will include the following: • Background Data Collection: Contractor will identify data to inform the field data collection plan. The plan will be presented to the steering committee for review and approval and incorporate previous Bureau of Reclamation (BoR)work on the Hoh River. • As funding or partnerships allow, coordinate acquisition of green, or bathymetric, LiDAR to Page 13 of 20 the margins of the valley bottom in order to support the delineation of aquatic habitats (i.e. pools), and the development of 2-dimensional hydraulic modeling (Task 5). It is anticipated that the LiDAR will be flown in the Fall 2020 following leaf-off and prior to potential high flows. • Field Reconnaissance: Over 3 days, Contractor will perform reconnaissance of the project area by raft and on foot to collect additional topographic, geomorphic and substrate data, aquatic habitat data, and vegetation and forest stand information as follows. o Analysis: Following background and field data collection, Contractor will compile the data to complete the following analysis: o Topography: Compile LiDAR and field survey data into a composite topographic surface. Contractor will also create a Relative Elevation Map(REM) for the project reach. o Channel Migration Zone Delineation: Contractor will delineate the channel migration zones (CMZs),which are defined as all areas susceptible to bank erosion by streams and rivers within the foreseeable future or at least 100 years into "high", "medium", and"low"hazard zones based on the analysis of river erosion rates over time. o Restoration Corridor: Contractor will define the restoration corridor based on the results of the geomorphic and hydraulic analysis,the CMZ analysis,the experience of the Contractor's team members, and the examination of: 1)Floodplain topography and geomorphology, including erosion rates and erosion hazard zones, 2)Meander bend amplitude, 3)historic channel avulsions, and 4) Relative elevation model topography and topographic breaks. o Aquatic Habitat: Contractor will map and quantify channel types(i.e. mainstem, braid, or side channel), and aquatic habitat units(i.e. pools, riffles, or glides). Contractor will also quantify through both the field survey and a desktop exercise: streambank condition, locations of riprap, levees, and road banks (i.e. hydro- modified), large wood jams, and dominant substrate class. Existing wetlands will be identified using National Wetlands Inventory(NWI) database, with location and wetland type updated using current air photos. Other existing and potential sources of cooler water(wall-based springs, large alluvial fans, etc)will be documented, quantified, and prioritized for further study or other future action as they are encountered during the field surveys and through landowner referral. o All of these elements will be geo-referenced,measured, and quantified for inclusion in the Resiliency Plan. o Vegetation: Contractor will map and quantify forest stand types and age. o Hydrology: Contractor will complete an assessment of basin hydrology within the project area including flows related to the I-year, 10-year, and 100-year return intervals and evaluate how current climate change projections may affect these flows in the future(100-years). Assessment will include impacts to lower tributaries and wall based springs. o 2D Hydraulic Modeling: Contractor will develop a 2-Dimensional hydraulic model— at 1-year, 10-year, and 100-year return interval flows—using the channel and floodplain topography to evaluate channel-floodplain connectivity, inundation extents, instream velocities and shear stresses and to inform the development of the restoration corridor. o Geology and Sediment: Contractor will compile geologic and landslide maps within the project area, and identify major sources of sediment to the river in the reach. Page 14 of 20 Geologic controls on river processes will be identified and characterized, such as resistant bedrock exposures limiting lateral erosion or buried deposits inhibiting incision(and pile driving). Landslides within the reach will be identified using existing databases and review of the LiDAR, and potential for rapid shallow landslide risk will be assessed as well. Significant sediment sources will be identified and estimates of load contributed will be made. Deep seated landslides will be described and recent changes documented, including impacts to roads. o Stakeholder Input: Contractor will map land ownership, land use, and recreational resources and compile data related to local and traditional ecological knowledge. Deliverables: 2a) Data gaps memo summarizing the literature review and the field data collection plan— Due July 2020 2b) Composite LiDAR and field survey topographic surface using data collected in 2020, if available, or existing data—Due March 2021 2c) Channel Migration Zone and Restoration Corridor delineation—Due November 2020 2d)Aquatic Habitat, Vegetation, Geologic and Landuse/Landowner Maps of the project reach—Due November 2020 2e) 2D hydraulic model output of existing conditions—Due March 2021 2f)Analysis will be summarized and presented to the steering committee. Results will be included in the Resiliency Plan in Task 5—Due July 2021 Task 3: Steering Committee Meetings The informal steering committee meetings will be the primary method for Contractor to gather information, organize outreach events, and obtain critical review of technical work. Contractor will attend half(8) of the meetings in person, and half(8)by phone/internet. In-person meetings are preferred to present technical findings and meet with stakeholders at critical milestones. Phone meetings are valuable to provide project updates and participate in planning discussions. If, due to COVID-19 response, fewer person meetings are not advisable,those meetings will be conducted by phone/internet and travel time will be used, instead,to conduct or support field work. Deliverables: 3a) Contractor's project manager and/or principal will participate in 8 meetings in person and 8 meetings by phone/internet—Due monthly(usually third Monday afternoons)June 2020 through September 2021 Task 4: Outreach and Public Education Tools and Events Contractor will work with Jefferson County and the steering committee to present technical analyses and collect public input through three community events, in addition to regular steering committee meetings, conducted in-person unless COVID-19 response limits the number of participants. Contractor will produce graphics and maps for outreach events. These events are assumed to occur at three key points in the project timeline: Project kickoff, following initial data collection and analysis(Task 2), and to present the draft Resiliency Plan(Task 5). Contractor's public outreach lead and/or principal,will represent the technical team at these events. Contractor will provide technical data and participate in the development and/or review of public Page 15 of 20 education tools such as informational kiosks,brochures,video, story documentation,newspaper articles and notices, website and social media postings,and presentation materials. Contractor will participate in project video and site visits. Deliverables: 4a) Contractor will participate in 3 in-person or remote access public outreach events coordinated by the steering committee and Jefferson County—Due: Event calendar at discretion of Jefferson County. Contractor to be given at least 1 month advance notice. 4b) Contractor will provide technical support for additional public outreach tools up to $5,000 in staff time—Due: Public outreach calendar at discretion of Jefferson County. Contractor to be given at least 2 weeks'; advance notice. Task 5: Resiliency Plan and Action Plan Contractor will prepare Resiliency Plan to document the analysis conducted in Task 2,propose the Action Plan, and outline the steps for future phases. Contractor will develop an annotated outline for the proposed Resiliency Plan following the presentation of technical data(Task 2) and the public event#2 (Task 4). A final outline will be approved by the steering committee. Contractor will develop an Action Plan as an appendix to the Resiliency Plan to document and prioritize the range of actions building off of the analysis and conclusions presented within the Resiliency Plan,while systematically incorporating stakeholder input during project identification and ranking of project actions. Proposed actions will focus on addressing the causal mechanisms of increased channel migration rates, loss of floodplain forest, loss of key aquatic habitats,the sustainability of existing roads and properties, while providing long-term solutions to improve habitat and address adverse impacts to landowners. Actions will then be prioritized and sequenced within that framework based the extent and durability of anticipated biological benefits, social feasibility,project complexity, constructability, and coarse-scale cost. A"score sheet" for each of the identified actions will allow for a transparent evaluation system to accommodate stakeholder and landowner review and feedback. Contractor will work with the steering committee to select up to three priority project areas to then develop conceptual level designs(Task 6). The final Resiliency Plan will include updates as obtained through the public meeting/review process, a final prioritization matrix, and conceptual plan graphics(Task 6)that can be used for future public presentations. The primary components of the Resiliency Plan will be: • Delineation of existing fluvial hazards: Contractor will delineate Channel Migration Zone based on state guidelines and best available science to include avulsion hazards and differentiate erosion risk zones of high(next 25 years),moderate(25-75)and low(>75- yrs). Contractor will also delineate the 100 year flood inundation zone based on 2020 topography. • Desired Future Conditions: Using information and outcomes from Task 2 and the public events, Contractor will draft specific short-, intermediate- and long-term desired future condition statements for restoration of riverine processes,roads, public access, and land use in the project area. This will include overarching goals and specific objectives to meet these conditions. A key part of future conditions will be incorporating climate change effects on peak and base flows(see Climate Change Analysis bullet below). • Existing Conditions and Trends: Contractor will summarize the conclusions of the Task 2 analysis related to aquatic habitat, vegetation,hydrology, geology and sediment sources, Page 16 of 20 and invasive plants. For each element, Contractor will identify causal mechanisms, trends,likely changes to trend lines, cumulative effects, and direct or indirect actions to achieve desired future conditions. A crucial element will be riparian forest development trends and how invasive species and elevated channel migration rates may be limiting development of mature trees. • Restoration Corridor Overview: The final restoration corridor will be developed in Task 2 will be summarized to provide the spatial context for proposed restoration actions. A final map will be developed to show the restoration corridor relative to aerial images and the REM. A description of the potential and timeline for a fully realized corridor to meet desired future conditions will be provided. • Hydraulics: The 2D hydraulic model output of existing conditions (Task 2)will be compiled into an Appendix. • Transportation Overview: Contractor will complete an assessment of existing roads and public access points within the project area and identify those areas that are in conflict with the Desired Future Conditions goals and objectives. All infrastructure will be evaluated relative to the Channel Migration Zone risk assessment(Task 2) and the extent of the 100-year flood(Task 2). This chapter of the Resiliency Plan will also identify opportunities for redesign of infrastructure and access consistent with community needs and the goals of the project. • Climate Change Analysis: Historic flow records clearly show a trend of increasing peak flows in the Hoh River. The warming climate has resulted in glacial recession and hydrologic changes that include a trend of increasing peak flows and diminishing low flows coupled with increased sediment supply. Contractor will determine how river migration and morphology is likely to respond to greater peak flows and the consequences to habitat, infrastructure and property. Cumulative climate change effects and potential tipping points will be described. Contractor will then evaluate the potential restoration actions proposed in the Action Plan and their ability mitigate the impacts of climate change. If the Action Plan falls short, Contractor will describe what additional actions or approaches, if any,may be sufficient to mitigate such impacts. • Structural Elements: Contractor will delineate and describe the restoration and flood defense elements in the Resiliency Plan, such as engineered structures,wood placement, riparian planting, grading to improve side channel reconnection and of channel rearing. • Lessons Learned: Contractor will discuss previous bank protection and restoration efforts on the Middle and Lower Hoh River. This will include rock and wood placements. • Phase II Approach: Contractor will work with the steering committee to outline the critical work paths for the implementation of the Resiliency and Action Plans. This includes a sequencing plan for the conceptual designs, and considerations for future phases that include potential activities downstream of the project reach. • Contractor will coordinate with 10,000 Years Institute and Trout Unlimited to integrate their contributions to the Resiliency Plan(invasive plants and promoting capacity locally to meet demand for restoration jobs). Deliverables: 5a)Draft Resiliency Plan outline to include restoration corridor,hydraulic model outputs, habitat mapping, Channel Migration Zone mapping and transportation corridor analysis— Page 17 of 20 Due July 2021 5b) Draft Resiliency Plan and Action Plan to include conceptual restoration and flood defense designs—Due July 2021 5c) Final Resiliency Plan and Prioritized Action Plan with comments/updates—Due September 30, 2021 Task 6: Conceptual Designs,Description and Analysis Conceptual designs will be developed for up to three different sites as recommended during the development of the Action Plan and agreed upon by the steering committee. The concepts will consist of single plan-view graphics with a brief written description and are assumed to include instream and floodplain restoration elements,along with incorporation of potential modifications to access and roads. Possible locations for wetland enhancements or enlargements, beaver dam analogs, and other innovative techniques will be identified. Each concept will include a description of project constraints (e.g. construction, geomorphic, social) and implementation feasibility. All of the actions will also be classified by their potential to be implemented in the short-term(1-5-year process), or long-term(5-20-year process). Examples of projects that can be implemented in the short-term include the construction of engineered log jams and fee simple land acquisition. Examples of projects that can be implemented in the longer-term includes the removal or re-routing of major roadways, additional natural water storage such as wetland expansion or improvements,purchase of life estates or conservation easements, and changes to land management policies. Contractor will also work with the steering committee to identify potential construction access and materials staging areas. This will allow for the staging or stockpiling of large wood prior to implementation of the conceptual plans in Phase 2. The conceptual design drawings and descriptions will be included in the Action Plan(Task 5). Deliverables: 6a)Draft and Final Conceptual Plan view graphics and descriptions—Due July(draft), September(final)2021. Task 7: Document Cultural and Environmental Review and Processes The cultural and environmental review and permitting processes associated with the implementation of elements that may be proposed as part of the Resiliency Plan (i.e. restoration actions,road realignment,recreational access plans),will likely require intensive study, application support, documentation, and consultation with local, state, and federal agencies and Tribes. Contractor will follow the permitting guidance as outlined in the SRFB Manual 18 Appendix D,which recommends project permitting during the preliminary planning phase of the project. While conceptual plans will be provided as part of the Resiliency Plan,these plans will not provide enough project detail to complete project permitting, however,they will allow for the scoping of future permit-related efforts such as Section 106 and Tribal consultations, wetland delineations related to Corps of Engineers(Section 404)and Washington Department of Ecology (Section 401)permits, Washington Department of Fish and Wildlife Hydraulic Project Approvals, Washington Department of Natural Resources Aquatic Lands Use Right of Entry Permits,Endangered Species Action Section 7 consultation, and other permits or reviews that may be associated with work within tribal use areas and federally managed lands. At this conceptual phase of the project, Contractor will work with Jefferson County to outline the review and permitting pathway,timeline, application materials and studies, and likely costs associated Page 18 of 20 with the efforts. This will allow Jefferson County to account for future permitting efforts as part of Phase 2 of the project. Deliverables: 7a)Contractor will provide up to 8 hours of technical support to Jefferson County to outline future permitting pathways,consultations,timelines, and costs. This will be included as a technical appendix to the Resiliency Plan in Task 5—Due September 30, 2021. Page 19 of 20 EXHIBIT B: ESTIMATED BUDGET IllNSD Travel ipmen6 Cramer Fish NSD NSD Labor Cost Equipment DEA Total Cost ses Task Description a Sciences Total Hours vx - as ... :: .. ... ... .. .. $1,0, iiiiii=riniriarna 1 v.t.,w¢p and trrclacl uaiu 45 $1.400 ta.. $4 .7 .z.. - _, ita. and RevIiw $4 749 _. _ y a15ai ' ...-_ �l "., ti 4 #aMICs , _ __ 72 . . �9_,2Dil_ 33.94!D:" ��4' 34 $2,900 *900 1'i2`i:'• 0 Forest Stand 5014y 7 14,345 $1300 27 HY*oiap000,0*itr 12 $1,740 w $1 jam. '.-, ,�.. �e� � — .Mn$ P. 3S,1t0 $31.-, 2e + 60tiewlcra On 211 Cq dn ... 82 .. . : , �Led Useand Recreliawiiaa 15 277 � $ ta+roy 24 2.12. t al a id Trad$ea sd I8 oica� t+rerer: ._. 4 . ac i 373 .300 .4II. Psi-'` Subtot 02 tq 11.380 . .18.. 115 . 1 Jeff CO Pt c Etiu an TMry ,-' _e.,, :1.0 Sot IiiMiiiiil EWEN iiiiik 6,1 selx $314 € ' .__ it611t Overview '. 5,5 OmerQuality aft vellytiv viers .: _ _ 7 51 v- = . _ 5,5 a Wr.50,:r lli"lar iew _ 10 _ _.317Q4 $1 127 .T aipvar i* $.145 . 1i5,06D - >- $6.1 1E11 *lam. ... 5..10't alrad'FubrsCara$Nail mdOboesiesa $1455 ins t#msta 1Staa pe Warriew J , . . , $ram` $1.14 S' $535 5,1a okdlnr kilo l Plan ,.,. :.. 7 517 Cepraltyto R4MWradenfleadt - _ - , ' . , 4df 5«10 hinea0000ilra .' -.,:._x r R.s erey plan $1pl115 404. $17.01 Subs 354 $140406 '! ` 6.1,r Develop C p*Deeipnfi _ 42. - 810 ,_. ertwte � - . '. E ke, .. a ` 59 #0 itr1N. $1.40$ ` . . `. .. `.- " :": .:.e.i&,.i...4,:m .- sue." n,,.. =lgi litt=,ta INE.c."•'. SE Page 20 of 20