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HomeMy WebLinkAbout09/09/98 AGENDABREMERTON CITY COUNCIL 239 4TH STREET BREMERTON, WA 98337 CITY COUNCIL AGENDA SEPTEMBER 9, 1998 CITY COUNCIL STUDY SESSION: 5:00 - 5:30 P.M. A. General Council Business CALL TO ORDER: 5:30 P.M. A. Pledge Of Allegiance B. Invocation A. Minutes - August 26, 1998 CLAIMS/CHECK REGISTERS CONSENT AGENDA Items listed below have been distributed to Council members in advance for study and will be enacted by one motion. If separate discussion is desired on an item, it may be removed from the Consent Agenda and placed on the Regular Agenda at the request of a Council member. "~..... #AB98-198 5. COUNCIL MEMBER REPORTS 6. MAYOR'S REPORT PUBLIC RECOGNITION -- (Comments Limited to 3 Minutes) NEW BUSINESS A. Budget Adjustment No. 98-27 for Work Study Grant B. Trial Response Agreement between the City of Bremerton and Central Kitsap Fire & Rescue C. Mutual Aid Agreement between the City of Bremerton and Puget Sound Naval Shipyard D. Memorandum of Agreement with Kitsap County and Others E. Memorandum of Understanding for Sinclair Landing Group Iff #AB98-176 31 #AB98-196 (CONTINUED ON BACK) RESOLUTIONS A. Resolution #2668, Adopting the City of Bremerton 1998-2003 Capital Improvement Program (CIP) Resolution #2669, Accepting Drinking Water State Revolving Fund Loan for the Corrosion Control Facility and Reservoir #4 Cover #AB98-202 #AB98-203 159..__ AGENDA BILL BREMERTON CITY COUNCIL SUBJECT': MINUTES OF MEETING -- AUGUST 26, 1998 FOR AGENDA OF: ORIGINATING DEPT: ORIGINATOR: DATE SUBMITTED: SEPTEMBER 9, 1998 CITY COUNCIL DAVID FARR, PRESIDENT ~SEPTEMBER t~ lqq8 2. ~: (comment on back if necessary) ENDORS~NT INFORMATION MAYOR APPROVED BY COUNCIL PRESIDElqT FOR SUBMITTAL: COUNCIL PRES IDENT ~~/~_~ 4. SUMMARY STATEMENT AND REOU!REMENT FOR CO[~C!L ACTION: 8. RECOM/qENDATtON: 9..RESPONSIBLE OFFICIAL: ENFORC~6]SNT OFFICIAL: .EXPIRATION DATE: REVIEW DATE: PL~J,ED TABLED COUNCIL DIRECTIVE: 10. NOTICE OF ACTION APPROVED .DISAPPROVED D 11. AGENDA BIT,I, NO:~-/~'~ TAPE #1564 UNAPPROVED DRAFT CITY COUNCIL MEETING MINUTES AUGUST 26, 1998 The regular meeting of the City Council of the City of Bremerton was called to order in the City Council Chambers, 239 4th Street, Bremerton, Washington, Wednesday, August 26, 1998, at 5:30 P.M., with Council President David Farr presiding. Council members present were Carlos Montgomery, Carol Arends, Mike Shepherd, Lon Overson, John Law, Cecil McConnell, and Wayne Olsen. Councilman Jim Reed was absent. Also present were City Attorney Glenna Malanca and Assistant City Clerk Gil Johnson. The meeting opened with the Pledge of Allegiance led by Council President Fart and invocation given by Reverend Jeffery Pulse of Peace Lutheran Church. President Fart made the following announcements: (1) The City Council held a Study Session prior to the Council meeting, 5:00 - 5:25 P.M., to discuss "Street Lights/Purchase of Street Lights from Puget Sound Energy". (2) The City Council will hold a Study Session immediately following the Council meeting to discuss the "Capital Improvement Plan". CONSENT AGENDA A. Minutes - August 12, 1998 #AB98-187 B. Puget Sound Energy Easements #AB98-188 #0019 MISIClU(McConnelllMontgomery) Motion to approve the Consent Agenda as presented. CLAIMS/CHECK REGISTERS Vouchers audited and certified by the auditing officer as required by RCW 42.24.080, and those expense reimbursement claims certified as required by RCW 42.24.090, have been recorded on a listing that had been made available to the Council #0142 MISlClU(MontgomerylArends) On August 26, 1998, the Council does approve for payment those vouchers included and further described as follows: EFT 4983 and 223025 in the amount of $323,569.49; and Retiree's Payroll in the amount of $199,585.47. COUNCIL MEMBER REPORTS Mr. Montgomery sadly reported that Mr. Russ Nickerson passed away earlier today. He was a prior Planning Commission member, the Chairman of the TAP E #1564 City Council Reg. Mtg. Minutes August 26, 1998 Page 2 of 8 Missouri on the Mainland Committee, and was also on the Board of Directors for the Naval Museum. Funeral arrangements will be announced soon. He also congratulated the Bremerton Housing Authority for receiving the 1998 Narrow Agency Award of Merit in Housing & Community Development. He also wanted to clarify that he did not make the quote stated in a recent Letter to the Editor. A rebuttal letter should appear shortly. Mrs. Arends also expressed her condolences to the family of Russ Nickerson. He was a member of the Hotel/Motel Tax Advisory Committee this year, and was a kind, pleasant, nice, good-humored man, and will be greatly missed. Mr. Shepherd announced the next District 5 "Neighborhood Meeting" will actually be a picnic to be held at Evergreen Park on Saturday, September 19. Mr. Overson wished Merilynn a formal farewell. Mr. Law also offered his condolences to the Nickerson family. Russ was recently the Chairman of the Naval Museum, and will be missed. He thanked Merilynn for all her help when he was Council President. He announced a reception in her honor to be held Friday, August 28 in the Council Chambers from 3:00 to 5:00 P.M. Mr. McConnell announced a combined District 1 & 2 Meeting to be held Thursday, September 17, 7:00- 9:00 P.M. at the Sheridan Park Community Center. On schedule for the program that evening will be Police Chief Paul Du Fresne, City Attorney Glenna Malanca, and Municipal Judge James Docter. He acknowledged the recent work done by the Street Department on Cherry Avenue, which was re-paved, and is now re-open. He also said a formal goodbye to Merilynn. He asked the City Attorney to give a progress report on the Ethics Committee. Ms. Malanca stated this group has been amazing from the standpoint of their availability, meeting once a week to get through this process by way of an advisory code to the Council. Mr. Law questioned if these meetings were open to the public. Ms. Malanca stated no, but at some point the committee members may come to a Council meeting. Mr. Olsen stated he knew Russ for quite a few years, working with him on the Planning Commission. He was always willing to volunteer his time, and he will be missed by anyone who has worked with him. He feels the citizens of Bremerton have lost a good person. He will also miss Merilynn and wished her well. MAYOR'S REPORT Mayor Horton echoed the previous comments made about Merilynn, and that she personally has always appreciated Merilynn as being a conduit to the TAPE #1564 City Council Reg. Mtg. Minutes August 26, 1998 Page 3 of 8 Council. She has called on Merilynn in the past for her advice and opinion, and she will be greatly missed. She also expressed her condolences to the Nickerson family; to the family of Win Granlund, a long-time leader in Kitsap County; and also to the family of Marge Williams and the Bainbridge Island community. The Mayor also wanted to remind the public that school will be starting again on Wednesday, September 2, 1998, and to please be careful and take a little extra caution in watching for all the school children. PUBLIC RECOGNITION Chief Paul Du Fresne displayed a picture of seven classic Beanie Baby Teddy Bears in a basket that were donated to the Police Department by Teddy Bears To Go, a business right here in Bremerton. The basket will be raffled off at the Kitsap County Fair this week to raise money for the DARE program. Tickets will be available for $1.00 each. Paul Drnievic, Citizens for Safe Water, reported that a petition is currently being circulated to obtain signatures of citizens who would like to vote on the issue of fluoride being added to the water. For more information, citizens may call 479- 6652, 373-0723, or 373-6532. He would like the Initiative Petition sheets to be turned in tomorrow evening, 12:30 - 5:30 P.M. at the Sylvan Way Post Office, or the Pacific Avenue Post Office. The West Bremerton Safeway Store on Callow Avenue will accept the sheets from 10:00 A.M. - 4:00 P.M. He further stated that he could provide proof of comments made by Carlos Montgomery and Dr. Willa Fisher, and he would be happy to provide the tapes. Don Larson, President of Kitsap Diving Association, announced a series of events will be held during Washington Water Weeks from August 29 to October 4, 1998. Here in Bremerton, the Sinclair Inlet Clean-Up will take place September 19, 11:00 A.M. -2:00 P.M. He appreciates all the volunteer help, and thanked Subway Sandwich Shop for their donation of a 6-foot sandwich, and to the other businesses who made various donations. Don Atkinson, representing Falcon Cable, announced on Tuesday, September 01, 1998 at 4:00 P.M., a switch will be thrown in Port Orchard, that will officially meld the cable access systems of the City of Bremerton and Kitsap County. Bob Fox, invited the public to a Town Hall meeting to be held Sunday, September 6, 1998, 1:00- 3:00 P.M. at the Manette Community Church. Candidates running for political office have been invited, giving the public an opportunity to get to know the candidates and to ask questions. TAPE #1564 City Council Reg. Mtg. Minutes August 26, 1998 Page 4 of 8 Tim Ryan, Admiral Theater, announced the theater is starting its second season with a list of programs to satisfy every taste. Tickets and brochures are available by calling the ticket office at 373-6743. Carol Atkinson, Bremerton Main Street Association, announced the Blackberry Festival will be held Labor Day weekend with free entertainment at the Main Stage and Children's Stage. A Fly In will be held at the Bremerton Airport, with free shuttle service provided by Kitsap Transit. Chalk Art, face painting, balloons, pony rides, moonwalk, are just some of the many activities that will be available. An unusual event added this year will be a wedding to be held at noon on Saturday with a couple who met at last year's Blackberry Festival. She also added her condolences for Russ Nickerson whom she will truly miss. Ruth Natividad, citizen opposed to fluoride, advised citizens that a meeting with the International Society for Fluoride Research will be held in Bellingham at Western Washington University this week. She encouraged anyone who would like the Internet address, to gather further information, to call her at 377-7206. Spencer Hominq, stated he was on the very first City Council with the new form of government, and he remembers how much he relied on Gil Johnson, Kathy McCluskey, and Merilynn Erhart. He provided a little history, and talked about how much he depended on Merilynn, and how much he appreciated her. He wished her the very best. Mr. Drnievic returned to say kind words about Merilynn, and stated that he will miss the great service she provided. He was sorry to see her leave. LEGISLATIVE REPORT: August 19, 1998 City Council Meeting: Del Knauss raised several questions relating to the sale of Anderson Creek watershed land, and its transactions with Mr. Sciepko; how the City would provide water and sewer to the Port Blakely area; the status of the Memorandums of Understanding for Urban Growth Areas between the City and the County; and the Mayor's answers to earlier questions relating to the Council Pay Commission. RESPONSE: A copy of Mr. Kanuss' questions was delivered to Mayor Horton's office. A copy of a page from the July 22, 1998 Council meeting was sent to Mr. Knauss, which reflected the Mayor's response to his earlier questions addressing the Council Pay Commission. August 19, 1998 City Council Meeting: James Payne raised concerns with the Odor Easement Agreement as part of a sale of City land. TAPE #1564 City Council Reg. Mtg. Minutes August 26, 1998 Page 5 of 8 RESPONSE: A copy of Mr. Payne's questions was delivered to Glenna Malanca, City Attorney. Merilynn Erhart, Legislative Assistant to the City Council, stated it was difficult for her to put into words, the opportunity that this Council, and every other City Council since 1983, afforded her. She stated it was a privilege to serve all of the Council members, as well as the citizens of Bremerton. She spoke of the early history, and the beginning struggles, but how wonderful the experience was for her. It was hard for her to break away, but she was leaving for a greater cause - to be with her husband in Kennewick. Mr, Farr added a brief hi~tory about how he came to be a Councilman at the suggestion of Merilynn's husband Al Erhart. He stated again that he will miss her. 8A - RESOLUTION NO. 2666 AMENDING THE LODGING TAX ADVISORY COMMITTEE TO INCLUDE ESTABLISHING CRITERIA FOR APPLICANTS, #AB98-189 The attached Resolution repeals Resolution No. 2663 by establishing criteria for applicants requesting Hotel/Motel Lodging Tax funds. The Lodging Tax Committee is recommending the inclusion of these criteria to ensure that the City Council is provided necessary information prior to distribution of Tax funds. The Committee also believes that the suggested information will enable the City Council to more effectively direct the use of the Tax funds to meet the City Council's objectives. This request includes approval of the attached procedures for applications and the review process for the Committee and City Council. Glenna Malanca, City Attorney, stated she is attempting to facilitate the Hotel/Motel Lodging Tax Committee in their desire to come before the Council. The problem is resolving the biennial budget process with this structure. She understands the wish of the Committee is to have an annual review. Mrs. Arends added that this year, the dates for submittals will remain as they have in the past, being handled by the Administrative Services Director. Louis Soriano, wanted to clarify if an annual budget is being requested. Ms. Malanca stated applicants will be applying annually, with a biennial system, but that will not impact this process. Council just needs to be aware they will be going into a two-year budget process. The applications for the Hotel/Motel Tax funding will be reviewed and determined on the same basis, as in years past, annually, if it is the wish of the Council. Mrs. Arends stated the Committee felt is was more workable to work with an annual review rather than a two year review. She pointed out that page 13 mentions what needs to be presented to the City Council when considerations are being made, which includes an itemized annual budget from the group. Anyone applying for funds would need to supply information on an annual basis. Ms. Malanca wanted to clarify that the City, for the first time this year, was looking at the possibility of a two year budget, but this TAPE #1564 City Council Reg. Mtg. Minutes August 26, 1998 Page 6 of 8 review will still occur annually. Mr. Soriano wanted to know if money would then be allocated at budget time, every two years, or annually, during the review? Mrs. Arends believed it would happen annually, because it would be difficult to anticipate, on a two-year basis, what funds would be available. Mayor Horton stated that since this is the first go-around for a biennial budget, the plan is to have two separate one-year budgets, due to necessary software changes that would need to be made, as well as accounting procedures. Until it is known for certain that this process is acceptable, limited time and expenditure will be utilized setting it up. She will have staff look at longer-term needs for their departments and the City. However, she fully anticipates that at the end of that first year, a "mini" budget session will be held to take a look at the process. Mr. Soriano expressed his concerns, and also asked when a review of the membership for the Lodging Tax Advisory Committee will take place? He felt to get rid of the "conflict-of-interest", stated the Council should address the members on the current Committee. President Fart stated the membership was just recently reviewed, and put before the Council and Committee. Mrs. Arends pointed out that they were somewhat limited by State statute, that states there must be five members, including a Council member being appointed as Chairman, with two members from a recipient group, and the other two made up of Hotel Lodging Association members. This year, however, a decision was made to use three members from a recipient group and three Hotel Lodging Association members. Any of the other groups mentioned by Mr. Soriano are free to make applications for funds, as they have in the past. Also, the meetings are open to the public, which are publicized through the Council office. She had the opportunity last month to hear a panel of experts on this subject, with a Legislature who helped write this bill in attendance. A video of this meeting is available in the Council office for anyone to check-out. Mr. McConnell referred to Section 3, Item B, where it states: "The Business Plan shall also include an on-going action plan to collect funds by charging admission...", and wanted to clarify the fact that it was his belief the City prohibited charging admission. Ms. Malanca stated she is hopeful the on-going action plan would lead to some form of independence, and pointed out the phrase "... or other means that would contribute to the increasing independence" is included. There is no requirement that admission be charged by any of the recipients. Mr. McConnell questioned if the City could meet with the Navy to get that provision removed so the Naval Museum could raise additional funds by charging a small fee? Ms. Malanca stated there was an underlying agreement between the City and the Navy at the time the City took control over the artifacts which says we can not charge admission. She understands a fair amount of funding is received from donations. 7 TAPE #1564 - City Council Reg. Mtg. Minutes August 26, 1998 Page 7 of 8 Ms. Malanca clarified the modifications: (1) On page 13, Section 3, "bi" would be stricken from the word "biannually", so the criteria would be met annually by the applicants; (2) On page 15, paragraph 1 of Application and Review Procedures, all of the second sentence would be stricken. #2445 MISIClU(ArendslMontgomery) Motion to adopt Resolution No. 2666 repealing Resolution No. 2663 in its entirety, and creating a new resolution to establish a Lodging Tax Advisory Committee, appointing members thereto, and setting criteria for application and review by City Council and the Committee. 9A - SR304 TRANSPORTATION IMPROVEMENT PROJECT ASBESTOR REMOVAL NO. 1 - RESCIND BID AWARD AND AWARD TO NEXT LOW RESPONSIVE BIDDER, #AB98-190 The Asbestos Removal No. 1 contract was awarded to New Environment Contractors on August 19, 1998. This is the first phase for the removal and disposal of asbestos in structures located within the SR304 Transportation Improvement Project. This contract will remove and dispose of asbestos from six separate structures occupying public right-of-way. New Environment Contractors has informed staff that it may be unable to secure a performance bond for the work, and therefore unable to execute the contract. The City needs to be able to rescind the contract with New Environmental Contractors, and award it to the next lowest responsive bidder, as shown on the attached bid tabulation. If necessary, staff requests the authority to enter into a contract with the next lowest responsive bidder in the event New Environment Contractors is unable to execute the contract. The action before the City Council is to authorize the Mayor to rescind the contract with New Environment Contractors, and award the contract to the next lowest responsive bidder, if necessary. Gene Sample¥, Public Works & Utilities Director, stated this item was before Council last week, with the bid award going to New Environment Contractors for asbestos removal. That Agenda Bill and authority did not include award to the next responsive bidder. Unfortunately, New Environment Contractors was having difficulty with the performance bond requirements, and will notify him tomorrow of the final results after further investigation. Rather than lose a full week in this process, which is already in a critical timing situation, they are seeking approval now for the next responsive bidder, should New Environmental Contractors be unable to execute the contract. Mr. Soriano questioned if the contractor couldn't get a performance bond, didn't the City require a bid bond, which carries a penalty. Mr. Sampley stated there was a 5% bid bond required with every bid that is received. The City is holding that bid bond. Mr. Soriano asked if the City contacted the company to see why they're not following through if they offered the bid bond? Mr. Sample¥ stated the City does not make a practice of intervening between the contractor and their TAPE #1564 City Council Reg. Mtg. Minutes August 26, 1998 Page 8 of 8 providers, unless there is a default, then through the City Attorney, an action would be initiated against the bond. Mr. Montgomery explained this job must be completed within a certain time- frame, and since the second bid is still within the budget, he supported approving this request. In addition, he also suggested all future bid awards include language that authorizes the Public Works Department to go to the next responsive bidder when the first bidder defaults, as long as the second bidder is within the budget. Mr. Shepherd agreed. Mr. Overson was not sure he agreed, especially since the City seldom comes up against this problem. He stated the Council's function is to authorize a contract, not to authorize this contract or that contract, or whatever someone else down the line would want to do. He felt it was appropriate to approve contract's one at a time, and to make sure the public interests are met correctly when a change has to be made. Mr. Law concurred with Mr. Overson's observations. #2902 MISICIU(ArendslMontgomery) Motion to authorize the Mayor to rescind the contract with New Environment Contractors and enter into a contract with the next lowest responsive bidder should New Environmental Contractors be unable to execute the contract. President Farr thanked the TV camera crew for their services: Robert Neal, Director and Production Coordinator, along with volunteers Melody Zapata, Ryan Bentley, Gretchen Elliott, and Kristopher Knowles. With no further business meeting adjourned at 6:53 P.M. PAULA JOHNSTON, Deputy City Clerk DAVID FARR, City Council President City of Bremerton P J/DF/Is C: Normal Distribution FileNault AGENDA BILL BREMERTON CITY COUNCIL o ENDORSEMENT X INFORMATION SUBJECT: FOR AGENDA OF: 9-9-98 ORIGINATING DEPT: Police Work study grant ORIGINATOR: Chief Du Fresne DATE SUBMITTED: 8-25-98 ~3~[~h~: ~ 3. EXHIBITS:~ttached Contract Ci~ Tre~s--~rer ~/~ /k_~7 Police Chief APPROVED BY COUNCIL PRESIDENT ~R SUBMITTAL: COUNCIL PRESIDENT %Q%,.~ 4. SUMMARY STATEMENT AND REOUIREMENT FOR COUNCIL ACTION: Through a contract with State of Washington Work Study Program and Olympic College the department will employ three students for the remaining 12 weeks of this year, for 20 hours per week at $10.00 per hour to support our records and patrol divisions. This will provide the city extra help and the students with income and experience toward future employment. Council will need to approve the contract and budget adjustment. Cost to the department budget is $2200.00, with $5000.00 provided by the State of Washington Work Study Program. 8. RECOMMENDATION: Recommend approval for the Mayor to execute this contract and approval of the budget adjustment. o RESPONSIBLE OFFICIAL: Paul Du Fresne ENFORCEMENT OFFICIAL: EXPIRATION DATE: 12-31-98 REVIEW DATE: PULLED TABLED APPROVED DI S~ COUNCIL DIRECTIVE: 11. DATE: AGENDA BILL NO: Requesting Department: CITY OF BREMERTON BUDGET ADJUSTMENT REQUEST POLICE DEPT. Adjustment Number: 98-27 Approval Authority Required: r-~Treasurer SOURCE OF FUNDS: WORK-STUDY GRANT r~ Mayor ~ Amount 5,000 Fiscal & Budc, let USE OF FUNDS: PERSONNEL COST [-~Councii Amount 5,000 NARRATIVE: This adjustment will provide for the hiring of three students on a part time basis for the final quarter of the year Department Head Si~lnature Treasurer Comments: Date Director Sicjnature Date Recommended ~ Not Recommended ~ ~-t Treasurer's Si~lnature ~ DatJe Mayor Comments: r-~ Recommended r~l Not Recommended ~ Approved ~ Denied ~- ~ o~¢/ Mayor's Signature Date Fiscal & Budget Committee Comments: r-~ Approved. ~-~ Denied ~F~. c~~re D~te~/~ STAT~ OF WASHINGTON WORK S,--UDY PROG~M EMFLOYER CONTRACT T;,-~IS CONTRACT,. entered into this 24th day of jt.l]_v ,19 98 , by and a.m,,c,~ Higher Education Coordinating Boa~, ~.n agency of the St,~te cf Washington, hereinatter r-~le~ the "Scard,-" or a put:dc ~st- seccncaW institution(s) ac'drip as An instrument of the 8card in the placement cf stuCents, hereinafter coiled ~e "Ins'Ju:don;' and City of Br~merton - Po lice DeDa~bment, &n etigible Employer, hereinafter referred, to ~ the 'Employer.' WITNESSETH: WHEREAS, the Board has been appropriated fur4~s from the State of Washington, pursuant to RCW 28B.12, to s~mu- Iate and promote part-time educ~donaJly-retated em,~lcyment of sludents who are in need cf the in.me f~'om such employ- ment to pursue c'~urses at ins'~tuticns al postseccndary eCucadan, and WHEREAS, the Employer is a ncn-prof'~ organization or a ¢rofft-m2._.king business entity which does nat have a cirect, ~_~-sc~a~cn with a c.c, ntro~ing semm';an orUmuization, ~d WHEREAS, the Board, the Institution, And the Employer desire that c~rtaJn students engage in work under We State Work Study Program author[zed by RCW 25B.12, and WHEREAS, the Employer is in a po.si'don to LrdtiZe Re services cf such students, NOW THEREFORE, in consideration of the mutual ~venAnts hereinafter contained, the pmlJes hereto agree for them- selves as follows: A. Employer Responsibilities: GeneraJ To be eligible for and to receive reimbursement, the Employer agrees to: 1. Utilize the sen/ices of students referred to it by the InstJtulJon(s) who are eligible to participate in the State Work StuC-~, program, who provide documentation of etigibiF~'y, and who are qualified and a~.epta,ble to the Employer. A det~Jled job description and the pay range tot each position must be set forth on a 'Job Description' fcrm, or ils equiv".-tent. submitted to and approved by each pmlJr_jpafing Institution; 2. Comply with ail a43prcpdste federal, state, ~ IocaJ laws; 3. Employ students to ~erforrn only work which will not: a. Result in displacement of regular employees, impair existing contracts for services, or fill pgsitJons which are vacant because regular employees aJ'e involved in a I~bor dispute; b. Replace positions occupied by regular employees dudng the current or prior year or any p<~sition c-.~rren~ or formedy occupied by Higher Educatfon Personnel da.ssified staff; c. Be sectarian-related; or d. Involve any partisan or non-partisan political ac-'dvity; 4. Ensure that the work performed by the State Work Study student will bear relationship to the student's formal aca- demic program And/or career interest; 5. Pay each student an hourly rate which is at lea~t equal to the entry level rate for comparable positions within the employing organization; 6. Pay each student on a per-hour worked basis. The student may not be compensated on a ccmpletion-cf-prciect cr salaried basis; 7. Supervise in a reascna.ble manner the work pedormed by the student(s); 8. Maintain a daily record of the hours worked by each student on a form-approved by the Board for that purpose; 9. Regul~.te the number of hours worked to ensure that no student works more than an average of 19 hours per week over the pedecl of enrollment for which the student has received An award or a maximum of 40 hours per week dud nc vacation pedods, unless the Institution has specified that the student work fewer hours per week, in which case the Employer will regulate the hours accordingly; 10. Notify the Institution of Any change aifectJng the student's employment; ~ 11. Complete the attached Business Profiie, and aisc provide the Institution or the Board, upon request, additional infor- mation substantiating its eligibility as au3 Employer, information on its employee classification/compensation plan, and/or a current financial statement confirming its fLscaJ solvency. Emi:layer Payroll a~nd Reim~._..,merit Res~:x:nsibili~es: The 1. Employer further sprees to: Pay directly to employed students ~3y chec~ er c~irect de~:3s~t ~eir ~ot~ ~mge~on less ~fc~n~te ¢~u~cns ~east once a mcmh, at a rote of pay at le~t ~ to ~e en~ level s~ (st~ng hou~ ~asitions within ~e emplo~ng org~i~fion; ~ear the casts of employee benef~, indu~ ~1 Dayme~ due ~ ~ employers ~on u~er ~e S~t, ~- er's Camgens~an la~ ar F~era ~pl~ment Cave--an A~ (f~ agend~ ~ws, an~o~appli~l~law~; ~e' ~e ~~ ~e~s and 3. aear the full ~t of ~y ~mmi~ion, ban~, of o~er sp~ ~m~on p~ ~e ~dent in a~on to ~e agra- upon hou~ rate of pay; 4. Cldm reimbumemem on~ far wages: 0} that.do not represent hours of wo~ in ~ of m~m numb~ of ~um subj~ to reim~memem u~er ~n~; ~i) cemfi~ un, er o~ ~ p~ by ~ ar dk~ de~ t~ s~den~ ~ ~ eligible by ~ii) for houm a~ly wo~ by the ~denL 5. 5~bmit to t~e Ins~on's appropriate offi~ a ~mple~ ~m~heet for ea~ s~em emplayee State Warn S~ p~ ~o~ing to ~ ~ule p~ by ~e I~on. In ~e eve~ ~e l~an daes nat establish ~ 's~ule, ~E ~MESHE~ MU~ BE SUB~D ~IN 15 DAYS OF ~E END OF ~E PAY- ROLL PERIOD; 6. Submit ~meshee~ for ~y s~dent(s) w~ e~ ~mp~on of ~ ~ dufi~ ~e ma~ of June ~ ~e I~- ~on by ~e dea~ne e~n~ by ~e I~an or Ju~ 1~, whi~ever ~ e~ie~ 7. Adhere to state [aJ3~r ~ard~ by pl, ovil::~ ,.~:l..]derlt e~ W~f~l'iate i~st'~ld ~ 8. W~e ~d fode~ ~ ~ for reimbume~ ~ ~m~ e~ or ~ ~' ~e~ ~ n~ re~ 9. M~e ~v~l~ble u~n r~ by ~ or o~ S~a of ~n ~monnei, ~ ~ r~ for ~en~ under this ~n~ for aud~ C. By appro~ng ~ p~ing Job Des~pao~ ~a I~n(s) ~s) ~: 1. Dete~ine whi~ ~den~ meet ~e eligibEW r~uireme~ f~ emp~ant under ~e.S~te ~ S~ a~ce ~ ~.~ r~ula~o~.~ ~~ ~ ~ me ~gher E~n ~~ Bo~: 2. ' Refer to ~e ~pl~er on~.~e s~de~ ~.fof ~e ~ w~ ~ to ~ ~ for emplo~en~ a~er ex.~rdsing ~e:pd~;in plad~'~ ~ ~~ ~ ~e ml~.~ r~u~ ~ wh~ ~e S~te W~ Study pr~ ~ ad~ister~; ~d 3. ' Noa~ the Employer of ~y s~dent who ~y b~me D. The Eoard agrees to rei~u~e ~e Em~oyer ~r a pe~n~ge of ~e ~de~s to~ S~e Wo~ S~ fin~ ~d award. Reimbursement ~il be a pemen~ge of ~e to~ p~ll p~ to s~de~ under ~.~n~ M s~ on ~e JoO Descn~- tien ferm. Reimbumement ~ll be p~ menffi~ u~n r~ei~t of ~e ~pleye~s prope~ ~mplet~ S~te timesheets whi~ ha~ b~n sent to~e I~em Public p~~ i~flon(s) may mirage ~e ~pioyer on behalf of the Bo~, P~te p~nd~ ins~(s) ~11 fo~ ~e ~esh~ to ~e Bo~ for reimbumement. Ne reimaursement will be ~e if'su~ info--on ~ r~ a~er ~e ~en~ deadlin~ es~l~h~ by ~is ~n~ the Institution(s)., E. Ali Pa~ies a~ree: 1. ~is Con{ra~ ~d B~ne~ Profile, in ~nj~on ~ ~e Job O~p~on fo~ ~mv~ ~ ea~j~on, sfi~tes ~ agreement to p~dpate in ~e pmg~ ~d to ~m~ wi~ ~e ~n~ p~sie~;. 2.. The tot~ reimbUm~le pa~°ll sh~l'~ist of ~ehou~ rote of.~mpe~a~on p~d a s~ent mulfipli~ by ~e num- ber of reimburs~le houm of wo~ pe~ by a st~enL ~e ~ number of reimbu~le ~um of ~ may not average more t~ lg houm ~er w~k ~r ~e pe~ et enm~ent f~ wh~ ~e ~de~ h~ r~ a State Wo~ Study awed or exce~ a m~imum of ~ heum per week ~fi~ v~fi0~ pefi~. ~e I~on that a s~dent ~ f~er houm ~r w~k ~ ~ m~mu~ ~e n~ ~ houm ~ ~em ~y wo~ dudng any peded m~t be agre~ u~on pder to ~mme~ment of empl~e~ ' ' 3. ~e f~ll~ng p~e~es m~t ~ exe~ ~ ~e pla~em of ~en~: (a) R~ pHo~ ~u~ ~ g~n to s~den~ in p~i~o~ whi~ ~e relat~ to ~eit ~o~ go~ or ~er interest: (b) ~ ~e ~e ef ]eb pla~ment. · ~d after ~idemfion of (a) ~e, no ~ig~le ~i~ton r~e~ s~ ~ exdud~ in ~r ota ~n-residem; and (c) bec2.use k ia '.,he intent of the State Work S ~c"Y program tn assist '.hose s~,dents ,"rom n-,,oderate income Am- ily bacxgrcunds who Co not quaiffy for chh, er scurcms of finand~ aid. ~iacement s~ouid be c]rc-~ed taw~rd s,'udents ,,with moderate need, who, were ii nat for ~his program, would ~ fcr~=.d tareiy hea,,diy on l~ Campiainrs by either the employee ar Employer r~c.a.rCing lack of ~mplign, c~ wfth this Ccnu-~ sr, ouid be referrec ?.o the z~orccriate c,,'fk:~ r,t the tr,.s'd't'Ul~On for set'tJemem. If rescttrdcn ~=nnct be re~c. hed. aC.oea.i may c~e ma~e to Higher Edu~don Cocrcinatincj Boar~; 5. This Contra~ shall be subject to the av-~iahility cf funds gra~ted for thio prc.,gr-,~n, tt shall -gso be subject to the pro- s4sions of RCW 28B.12, the re~=uiadorm adcpted thereunder, and &ii Ic---~isiatJon and regulador'~ .c~r'-~,,.ining to the State Work Study procjram adopted sub.sequendy; 8. This Contract may be terminated by the ~ard or the Employer if there Ls f~Jiure by the other pa~y to c~mply with its provisions; and 7. This Contract will remain in effect, until the end of the ~cademic year, whJdq is June 30 immed'~-_~..~k/Jollowing the dye date af this Con,r-am. The Contract may he renewed by the Employer for the subsequent acmdemic year by pJeting a renewal form whic~ will be rnmled to the employer p,fior to Be e×pir~tJon date. In ¢,~ c~.se of ~ first yesr ~ntract filed ~er~n Ap¢.l and June, ~e second yom' renewal is hm",dled sutorr~dcmJJy by the B~ard. iN WITNESS HEREOF, the par'des hereto h~ave e×ecuted this ~ntract 'd',e d~y s. nd year first -.=Dove BY: EMPLOYER INFORMATION (Pdrrt c,r Type) City of Bremerton - Police Department Name ~t r--r~:~c~.~g Bus~'~,~,~a~m~,=~ PAUI¢ L. DU FREShTE (P~m ~ Ty~e) JULY 24,. 1.998 Oate - CHIEF OF POLICE 239 4th Street BR~N~ WA 98337 (360 ) 478-5220 Business is: Incorporated Yes__ No X Non-profit X Public For-profit __ Private ;nsu,"u=cn re;resema~.e) i~ce 0ale The completed Employer Contract and Business Profile should be mailed by the employer to: Studen[ Fina, ncial Aid Higher Education Ccx~rdinating Board 917 L.zkeddge Way P.O. Box 434~0 OlYmpiA, WAshington 98504-3430 B USII'~ESS/O RGANIZATION P ROFtL'!=_ FOR WASHINGTON STATE WORK STUDY EMPLOYERS instructions: cation Coordinating Board with the Employer Contract. Complete the form by printing or b/ping responses and return to the Higher Edu- i. Name of BusinessYOrganizaticn: iRS Federal Employer ID NumU. er - 9!6C©1231 OwnedTOperated By: Municipality Nature of business and description of goods cr services provided: (,-,~L..cn annuai report or sum- mary publication if you prefer.) Law Enforcement Agency Describe composi'tion of Board of Directors/Corporation, if appiicable: City Council, Mayor and Police Chief Number of years in operation: 93 Years Number of employees: Full-time 84 Part-time -0L State Work S~dy. -0- Are you currently participating in the State Work Study program, and, if so, thrcugh which insti~- tion(s): Not in this department Have you experienced any cash flow problems within the past two years that would make it difficult to compensate State Work Study students on a regular basis? if so, please expl~n on the back of this form. No Have you ever been a defendant in a consumer protection ~ction? if so, please explain on the back of this form. Not Applicable 10. Have you ever been involved in a labor dispute? If so, please explain on the back of this form. 'No 11. please explain on the back of this form. , No s~,~,, ~~t~or~f~ ~s~ot~s ' - HEGB (Rev. ~,,"~) ~,,,~ , /~ Does your organization participate in any political activity or have a religious affiliation? If so, rd. BPD ADb[[NISTRATIVE SUP_PORT M~NAGER WASHIN. TON STATE WORK STUDY ;_,OGRAM JOB DESCRIPTION emnioyer, instructions for comoieting the form may se fcun¢ cn :ne .~-c× of :ms sage. EMPLQYER$ SHOULD TYPE THE!R RESPONSES AND RETURN FORM TO THE !NSTITUTION. '~ 1 Poiica leccr: 'Wri:ar 2) (3) (4) JCB TITLE S 12.3'..7.. m S F-_a: ;~y Rand_e: .Mimmum ~,c maximum say Effective dates of this Job Description' 07 '$! ~ to 06 ," 30 / 9? JOB DESCRIP'IqON: (Be specific and provide detailed description of duties.) R~c~zv~s shone calls frcm citizens a_nd c3 .m~ianas ~oiica reeorls on ~nor Routes ceils to a~ro~riate ci s categorize doc~ents. Tiles doc'~ents in tine zocec; i~ation. Pos~ c~her doc~ts as ~rect~. (Continued on antached sheen) (5) EDUCATIONAL BENEFITS TO BE DERIVED BY STUDENTS IN THI~ JOB: Gaining technical knowledge a~out the clerical and administrative operations of a records division in a law enforcement agency. Gain first-hand insight and knowledge of the importance of report w~-~_ting in police operations and investigations. (Continued on attached sheetl (6) MINIMUM QUALIFICATIONS: (What skills must a student possess prior to filling this job?) Possess some ~nowledge about the ooerations of a law e_nforc~,en: a~e_ncy. Be proficient on oersonal computers. Be familiar witin basic data entry, require- ments. (7) City of Br~nerton Police Department (8) Name of employing business or organization 239 4th S/~et. E~,e~erCto..p, ~/A,, 98337 BY: I / / 2"7_/P"/ Sigf~ature of leg.~ ~0¢orize~l repr-e~entative s~n~ng time sneem T~THY J.~, ~OLTI£ (9) - 916001231 IRS FederaJ Employer Identification Number (Job Description will not be approved if left 360 ) 478-5277 Phone Print Name of LegaJly Authorized Representative ..... FOr Oollege/University and HECB::Use. Q~Li..:~: (10) APPROVED: S~Tnalure (~ 1) Name CoCe~niversi~f (~21 Coc~ (13) Percentage Reimbursement: % (14) Job Classification Code: (~15) Position Number: (16) Special Funding Source: (17) APRROVED: For ',ne HECB WASHINGTON STATE WORK STUDY PROGRAM JOB DESCRIPTION A'FTACHED SHEET Performs basic data entry duties on Department personal computers using Microsoft and WordPerfect applications. Types and completes appropriate documentation and forms as directed. Performs administrative duties, in support of staff as needed, such as, schedules fingerprinting, photo applications, sorting property, simple research and filing. Performs light lifting duties at supply storage locations. Assists in staging inactive document and case records. Performs related duties as required. Understanding the technical requirements of record management systems maintenance process and procedures. Understand technology insertion into police operations and records management systems. Understand the personal interactions and teamwork of a small office staff. /7 INSTRUCTIONS FOR COMPLETING THE JOB DESCRIPTION FORM -. CCC .... ~ The cas;Pon must ce accrcvec :y :ne stucem emc~cvment office ~t the ~lt~c~. u,.v=r_'w amc r~= Ficner :;Ch Ccorcicadng 5marc ~=i~-~ tme stucem ~e~'m~ smcicvment, q ~- ,'~= employment office at t~e college cr university :he student (1/ JOB TITLE - You may select an'/ icc title you feet is a~crccriate. Choose a fide th, s[ accurateiy J._ must used cn each time sheet for the student emoicved describes the position. This same ~CD "'~'= be iN tms position. HOURLY PAY RATE- Ail State WOO,< _,q:uCv~..ccsitions must receive comoensaticn ecual to the ievet salary cf ccmoarai::ie positions (,=,OW 288.12.060). inOicate the minimum and ms_ximum range exoected to be paid for this ocsmcn during the period cf emcioyment. Any adjustments hourly wage rate made Curtng the emolcvment period must fail within this ~roao .3ay range. <3) ,nctc=,~ the date the oosition is available ,:'in --~.~ EFFECTIVE DATES OF THE JOB DESCRIPTION - cases this will be Juiy i). The ending cate for each position may net extend beyond June 30. (4) JOB DESCRIPTION - Give a Prier. concise description of the position. You may aisc indicate the num- Oer of students you wish to hire in this position. ' (5) EDUCATIONAL BENEFITS TO BE DERIVED BY STUDENTS IN THIS ~JOB - State Work Study stu- dents must be placed, whenever possible, in employment related to their academic pursuits. How will this job enhance the student's education or relate to a future career track? (6) MINIMUM ~UALIF1CAT1ONS - Please be reminded that students use these forms to prescreen them- setves. You must list all the minimum cualifications for this position and base your hiring decision on how closely the applicant meets these reouirements. (7-8) NAME OF EMPLOYING BUSINESS OR ORGANIZATION - List the name of the employer and the employer's federal identification number. (9) SIGNATURE OF EMPLOYER'S REPRESENTATIVE - This should be the signature of the student's supervisor who is legally authorized by the employing organization to sign time sheets. (10) COLLEGE/UNIVERSITY REPRESENTATIVE SIGNATURE - After reviewing the Job Description form from the employer, the school will approve the position. Fill in the bottom portion and for-c/arc the form to the Board for approval. The job should not be posted until after the Board's approval. (1 1 -I 2) NAME QF COLLEGE;UNIVERSITY AND $CHOQL CODE - List the name of the scnooi and the school code provided by the Board. (13) PERCENTAGE REIMBURSEMENT - List the percentage of employer reimbursement. (14) JOB CLASSIFICATION CODE - List the appropriate classification code from the list provided by the HECB identifying a broad range of jobs. (15) POSITION NUMBER - The position number may be any sequence established by the collegeiuniver- sity to assign each job description a unique number. (16) SPECIAL FUNDING SOURCE - If a student employed under'this job description will be paid from a special funding source such as SMART or COMP, indicate the name of the program. (17) HECB APPROVAL - After approving the Job Description form, the HECB will sign the form and return it to the college/university for posting. AGENDA BILL BREMERTON CiTY COUNCIL 1. SUBJECT: Trial Response agreement between the City of Bremerton and Central Kitsap Fire & Rescue FOR AGENDA OF: ORIGINATING DEPT: ORIGINATOR: DATE SUBMITTED: 9/7/98 Fire Al Duke 8/26~98 2. CLEARANCES: Comment of back if necessary) Budget & Finance Operations Committee.~~'~ ~_~~~ 3. EXHIBITS: Trial Response Agreement ENDORSEMENTS //~ INFORMATION APPROVED BY COUNCIL PRESIDENT FOR SUBMITTAL: COUNCIL PRESIDENT '~ 4. SUMMARY STATEMENT AND REQUIREMENT FOR COUNCIL ACTION: Attached is a proposed Tdal Response agreement between the City of Bremerton and Central Kitsap Fire & Rescue. A committee consisting of both Fire Chiefs, elected officials from both entities and the labor representative from each entity started the process of upgrading the Mutual Aid agreement back in October of 1997. The results of the cooperative effort is a Tdal Response agreement represented in this document. The agreement is for a term of 90 days at which point the effectiveness of the program shall evaluated and determine whether a more permanent agreement may be appropriate. 8. RECOMMENDATION: That the Bremerton City Council authorize the Mayor to sign and enter into the Tdal Response agreement Central Kitsap Fire & Rescue for a term of 90 days. 9. RESPONSIBLE OFFICIAL: ENFORCEMENT OFFICIAL: EXPIRATION DATE: REVIEW DATE: Al Duke Al Duke 12/15/98 PULLED TABLED COUNCIL DIRECTIVE: 10. NOTICE OF ACTION APPROVED . DISAPPROVED AMENDE[ 11. AGENDA BILL NO: 2. CLEARANCE COMMENTS: 5. IMPACT ON NON-PASSAGE: Currently there are two fire stations located within 1.5 miles of each other, providing the exact same service. This creates a duplication of service in which the Growth Management Act is trying to eliminate. Non-passage would leave the situation as it is currently operating. 6. IMPACT ON STAFFING~ BUDGETS~ FACIUTIES, ECIUIPMENT OR OTHER RESOURCES: Passage of this agreement will allow additional personnel to Station Three without the added cost to the citizens of Bremerton. This will add an estimated 1.2 calls per day to the Station Three area. 7. RESEARCH SOURCES: ,.70 This AGREEMENT, by and between Central Kitsap Fire and Rescue (CKFR), the City of Bremerton, and International Association of Firefighters Local #437 and Local #2819, has as its purpose, to describe the parameters of a trial response program between the City of Bremerton fire department Station 3, and Central Kitsap Fire and Rescue - Station 45. It is acknowledged that a long standing mutual aid agreement has been in effect between these jurisdictions, and such agreement shall remain in effect, during and following the conclusion of this trial program. PURPOSE: This trial period is specifically designed to measure the effectiveness of providing the closest response unit to a request for service, regardless of political boundaries, and to better utilize personnel assigned to the fire departments of each entity. TIME PERIOD: The trial response program shall begin on or about September 15, 1998, and continue for a ninety (90) day period, terminating on or about December 15, 1998. Either the City of Bremerton or Central Kitsap Fire and Rescue may terminate participation in this trial with ten (10) days written notice given to the other. During the trial period, there shall be monthly meetings held with representatives from each agency to review and evaluate the performance of the trial, and to rectify any short term problems. RESPONSE AREAS: It is understood that officers representing both entities have produced a mutually agreeable response area modification (Station 3/Station 45), and will be provided to the Fire Dispatch Center (CenCom) for implementation. Representatives from the Union have been included in the geographical boundary agreement. STAFFING: It is agreed that on shifts whereby CKFR has a staffing of five (5) persons or more, at Station 41, that one (1) firefighter shall be assigned to Station 3 for cross-staffing purposes; familiarization; education; and training of personnel and city operations. It is understood that said assigned personnel will act under the supervision of the Station 3 Fire Officer, regardless of the rank of the assigned person. Each jurisdiction shall remain solely responsible for their respective members wages, hours, and working conditions, and shall remain liable for any injury sustained by their members. CKFR/City of Bremerton Agreement - August 1998 Page 2 of 2 EVALUATION/EXTENSION: At the conclusion of the trial period, representatives from each entity shall evaluate the effectiveness of the trial, and determine whether a more permanent agreement may be appropriate. It is agreed that should this trial period be extended or replaced with a similar program that all parties will be included in those discussions. Agreed to this ~- 5/ ~/~ay of August, 1998. Central Kitsap Fire and Rescue Co~missioner' ' ~ ~ Chief Executive Officer local 2819 Representative City of Bremerton Mayor Local 437 Repres6~e ATTESTED TO FORM/LEGALITY GLENNA MALANCA, City Attorney City of Bremerton AGENDA BILL BREMERTON CITY COUNCIL 1. SUBJECT: Mutual Aid Agreement between the City of Bremedon and Puget Sound Naval Shipyard FOR AGENDA OF: 9/7/98 ORIGINATING DEPT: Fire ORIGINATOR: Al Duke DATE SUBMITTED: 8/26/98 2. CLEARANCES: Comment or. ack if necessary) Budget & Finance ~-~~""~ ~ Operations Commi~~-~~ ENDORSEMENTS INFORMATION APPROVED BY COUNCIL PRESIDENT 3. EXHIBITS: Trial Response Agreement ~.O~UNCIL P~g~.S, ID.~,.N,%OR SUBMITTAL: 4. SUMMARY STATEMENT AND REQUIREMENT FOR COUNCIL ACTION: Attached is a revision of Mutual Aid agreement between the City of Bremerion and Puget Sound Shipyard. The agreement was last~l reviewed and amended in 1988. The Fire Chiefs and the Labor organizations from each entity have reviewed the document and are in agreement. 8. RECOMMENDATION: That the Bremerton City Council authorize the Mayor to sign and enter into the Mutual Aid Agreement with Puget Sound Naval Shipyard. 9. RESPONSIBLE OFFICIAL: ENFORCEMENT OFFICIAL: EXPIRATION DATE: REVIEW DATE: Al Duke Al Duke PULLED TABLED COUNCIL DIRECTIVE: 10. NOTICE OF ACTION APPROVED DISAPPROVED AMENDED AGENDA BILL NO: 2. CLEARANCE COMMENTS: 5. IMPACT ON NON-PASSAGE: The Mutual Aid agreement was last reviewed in 1988. There have been numerous changes within the Fire Service during this time period. With out passage the City of Bremerton will not receive the additional fire suppression and technical assistance in quicker manner than currently supplied. 6. IMPACT ON STAFFING~ BUDGETS, FACILITIES~ EQUIPMENT OR OTHER RESOURCES: Passage of this agreement will allow additional resources to respond to the citizens of Bremerton in a faster manner. 7. RESEARCH SOURCES: MUTUAL AID AGREEMENT BETWEEN PUGET SOUND NAVAL SHIPYARD NAVAL HOSPITAL, BREMERTON, AND CITY OF BREMERTON This agreement made and entered into this day of 199~, by and between the Commanding Officer, Puget Sound Naval Shipyard, the Commanding Officer, Naval Hospital Bremerton and the City of Bremerton. WITNESSETH: WHEREAS, each of the parties hereto maintains equipment and personnel for the suppression of fires within its own jurisdiction and areas, and WHEREAS the parties hereto desire to augment the fire protection available in their respective areas, and WHEREAS, the lands or districts of the parties hereto are adjacent or contiguous so that mutual assistance in a fire emergency is deemed feasible, and WHEREAS, it is the policy of the Navy Department and of municipalities or other districts and of their governing bodies to conclude such agreements wherever practicable, and WHEREAS, it is mutually deemed sound, desirable, practicable, and beneficial for the parties to this agreement to render assistance to one another in accordance with these terms: THEREFORE BE IT AGREED THAT: 1. The rendering of assistance under the terms of this agreement shall be accomplished in accordance with detailed plans and procedures of operations drawn and agreed to by the technical heads of the Fire Departments involved. 2. Whenever the Fire Department is automatically dispatched for mutual aid on first alarms, as the closest resource available, the senior officer on duty at the Fire Department receiving the request shall take the following action: a. Immediately determine if the requested apparatus and personnel are available to respond to the call. b. In accordance with the terms of this agreement, forthwith dispatch such apparatus and personnel as in the judgment of the senior officer receiving the call should be sent, with instructions as to their mission. 3. Any dispatch of equipment and personnel pursuant to this agreement is subject to the following conditions: a. Any request for assistance under this agreement shall include a statement of the amount and type of equipment and number of personnel requested and shall specify the location to which the equipment and personnel are to be dispatched. b. The Fire Chiefs in charge of the undersigned agencies shall have the right to determine priority to providing assistance under this agreement should their organizations already be committed to emergencies within their jurisdiction or under other assistance agreements. c. The team leader from the responding organization shall report to the officer-in-charge of the requesting organization at the location to which the equipment and personnel are dispatched and shall be subject to the orders of that official; provided, however, that if the chief or officer-in-charge of activities in the area which such incident occurs shall not have arrived at the fire or incident, the officer-in-charge of the responding organization shall be in command of the fire or incident until the arrival of the chief or officer-in-charge of the organization requesting assistance and during such time shall exercise all lawful authority of the chief or officer-in-charge of such area. d. The technical head of the agency requesting service shall assume full charge of the operations, but if he specifically requests a senior officer of an organization furnishing assistance to assume command, he shall not, by relinquishing command, be relieved of his responsibility for the operation; provided that the apparatus, personnel, and equipment of the agency rendering assistance shall be under the immediate supervision of and shall be in the immediate responsibility of the senior officer of the organization rendering assistance. e. The officer-in-charge of the responding organization may, in the exercise of his best judgment and discretion, refuse to commit personnel or equipment to a position which would dangerously imperil either his equipment or personnel. f. A responding organization shall be released by the requesting organization when the services of the responding organization are no longer required or when the responding organization is needed within the area for which it normally provides fire suppression. Recall of personnel and/or equipment may be effected by the organization furnishing assistance when such personnel and/or equipment are needed within its own district/organizational boundaries for fire protection of fire fighting purposes; provided, however, such recall shall not be made without first giving notice to the officer-in-charge. 4. The rendering of assistance under the terms of this agreement shall not be mandatory, but the party receiving the request for assistance shall immediately inform the requesting service, if, for any reason, assistance cannot be rendered. 5. The parties waive all claims against every other party for compensation for any loss, damage, personnel injury, or death occurring as a consequence of the performance of this ~agreement. 6. Ail services performed under this agreement should be rendered without reimbursement of either party or parties, except that the City of Bremerton shall be entitled to seek reimbursement pursuant to the Section 11 of the Federal Fire Prevention and Control Act of 1974 (15 U.S.C. 2210) and Federal Regulations issued thereunder (title 44 of the Code of Federal Regulations, Part 151) for all or any direct expenses and losses (additional fire fighting costs over and above normal operating costs) incurred in fighting fires on property under the jurisdiction of the United States. 7. The various officers and personnel of the fire departments of both parties to this agreement are invited and encouraged, on a reciprocal basis, to frequently visit each other's activities for guided familiarization tours consistent with local security requirements and, as feasible, to jointly conduct pre-fire planning, drills and training. 8. The technical heads of the fire departments parties to this agreement are authorized and directed to meet and draft any detailed plans and procedures of operation necessary to effectively implement this agreement. Such plans and procedures shall become effective upon ratification by the signatory parties, and shall be enclosed as appendices to this agreement. 9. This agreement shall become effective upon the date hereof and shall remain in full force and effect until canceled by mutual agreement of the parties hereto or by written notice by one party to the other party, with 60-days notice of said cancellation. This agreement shall be reviewed at approximately two (2) year intervals. 10. This agreement is in lieu of all previous Mutual Aid Assistance Agreements between the parties hereto, and shall become effective at the time of adoption of this agreement between those parties so adopting it, and all prior agreements between those parties adopting this agreement shall terminate at that time. IN WITNESS WHEREOF, the parties hereto have executed this agreement. Puget Sound Naval Shipyard J~. ~HNSON, Capt, USN Commanding Officer Naval Hospital, Bremerton LYNN HORTON Mayor City of Bremerton, Washington ATTESTED TO FOKM/LEG~IW GLENNA MALANCA, City Attorney City of Bremerton APPENDIX I MUTUAL AID RESPONSE PLAN FOR PUGET SOUND NAVAL SHIPYARD NAVAL HOSPITAL BREMERTON CITY OF BREMERTON Puget Sound Naval Shipyard, Naval Hospital, Bremerton, and the City of Bremerton will provide, commensurate with the availability of resources (personnel, funds, equipment, and materials), mutual aid support identified below: ' :' :':+: ':-:-: ':-:':::~:::-:' :::::::::::::::::::::: ::::::::::~::::~:: ::::5: ::~:::: :::~::::: ::::::: ::::~::~::: · ..-.~.--.-....--.-.-..-------..-..--..-.-.-- --....... Fire Provide fire suppression Provide fire suppression Suppression services when automatically services when automatically dispatched by CENCOM for dispatched to Puget Sound preassigned alarm response Naval Shipyard or Naval plans. Fire suppression Hospital Bremerton and all services will be limited to other areas assigned, for the preservation of life and all preassigned alarm property loss. The area of response plans and/or when responsibility will be within requested. specified areas within the geographic parameters of the City of Bremerton. Motor Vehicle Respond to motor vehicle Respond automatically to Accident/Rescue accidents for the purpose of motor vehicle accidents that rendering medical aid and may occur on Puget Sound rescue services. The area of Naval Shipyard or Naval response will be within Hospital Bremerton to render specified areas within the assistance to include geographic parameters of the extrication, medical aid, or City of Bremerton. potential fire. Fire Cause and Provide trained personnel in Provide trained personnel in Arson fire and arson investigation fire and arson investigation Investigation to assist in fire to assist in fire Services investigation operations, investigation operations, when requested, when requested. Emergency Puget Sound Naval Shipyard Provide Advanced Life Medical shall provide Basic Life Support (ALS) response to Services Support (BLS) transport of areas under the cognizance patients to Naval Hospital or of the Puget Sound Naval Harrison Hospital when all Shipyard and Naval Hospital, other BLS transport resources Bremerton, to include the are not readily available. Shipyard, East Park, Jackson Park, and Camp McKean. Specialized Puget Sound Naval Shipyard Provide a limited number of Rescue Services shall provide trained personnel to participate in personnel for specialized cooperative special rescue rescue services including team operations. high angle, confined space, and urban search and rescue. Participate in cooperative effort for special rescue operations. The area of response will be within specified areas within the geographic parameters of the City of Bremerton. Hazardous When requested by the Provide a limited number of Material Incident Commander of a personnel to participate in Response hazardous material emergency, support functions. Puget Sound Naval Shipyard shall provide trained personnel for response to hazardous material emergencies. Water Rescue Although this service is not Respond to request for available from the Puget surface rescue or medical Sound Naval Shipyard Fire services. Area of response Department or Jackson Park will be restricted to the Fire Department, both surface geographic parameters of the and sub-surface search and Puget Sound Naval Shipyard. rescue services are available from other Puget Sound Naval Shipyard units. Area of response will be in the geographic parameters of the City of Bremerton. AGENDA BILl, BREMERTON CITY ~d COUNCIL 1. Subject: FOR AGENDA OF: ~ ~' Memorandum of Agreement with ORIGINATING DEPT:Ex~'utive ~ Kitsap County and others. ORIGINATOR: T. O~qeill DATE SUBMITTED.~' a8'/98 2. Clearances: (Comment on back if necessary) 3. Exhibits: City Attorney: ~~'/~ .,~/~C ,,~-~_ MOA Commmty star Cotln~l Committee: Fislal f Budget 67~-98 '-~~ Operations Committ ~e ENDORSEMENT~ INFORMATION APPROVED BY COUNCIL /,, PRESIDENT FO,..R 4. SUMMARY STATEMENT & REQUIREMENT FOR COUNCIL ACTION: Kitsap County recently adopted their revised Comprehensive Plan in an effort to come into compliance with the ~o(e Growth ~ Ac~ As a result of the n~v plan, Joint Plannlng Areas (JPA) wexe formed in areas adjacent to cities that were either urban or planned to become urba~ The JPA is designed to allow affected jurisdictiom to study the i ~mpacts ofurbanizat~ and service de. livery in a collaborative proems and to detea-,i~,ine or urban development of these are. as can occur (except for those projects already permitted or below rural demities). Ther~ are several steps to ta~¢ in resolving the planning que~o~ poised for oach JPA. The first st~ in the process it to ~re~ch m agreemmt with th~ county md otlm's regarding ~ ~ purpo~ and goals of the individ-a~ process will entail. TI~ n~rt st~p is to reach sm ~ A~ about tl~ issu~ di~ in ti~ MOA. The~ Mmaormdum of Agnmmats (MOA) have ~ ne~of_'at~ and ar~ now preeamted tot tl~ City Council to consider. If the MOAs are acceptable, the City Coumil must make ,, motion to matmfize the May~ m si~ 8. RECOMMENDATION: City staff recommends the City Council make a motion authorizing Mayor Horton to sign these agreements for the City of Bremerton. 9~ RESPONSIBLE OFFICIAL: ENFORCEMENT OFFICIAL: EXPIRATION DATE: REVIEW DATE: PULLED ~ TABLED COUNCIL DIRECTIVE: APPROVED 10. NOTICE OF ACTION: DISAPPROVED DATE: MEMORANDUM OF AGREEMENT FOR JOINT PLANNING AND INTERLOCAL AGREEMENT BETWEEN KITSAP COUNTY AND THE CITY OF BREMERTON FOR "THE PORT BLAKELY PROPERTY" This document sets forth the agreement (hereinafter "Agreement") between the Kitsap County (hereinafter "County") and the City of Bremerton (hereinafter "City"), regarding cooperative planning and an interlocal agreement (hereinafter "ILA") for the Port Blakely Joint Planning Area, located adjacent to the City limits west of Kitsap Lake. The purposes of this Agreement are as follows: a. To provide a framework for cooperative planning and an ILA between the County and the City for the Port Blakely JPA leading to its designation as an outright Urban Growth Area; b. To set forth principles, assumptions and steps for of the Port Blakely Urban Growth Area; c. To provide certainty for ongoing land use and utility planning; d. To cooperate in planning for logical and efficient provision of urban services and facilities; e. To cooperate in planning for regional economic development and to enhance employment opportunities for Kitsap County residents; f. To implement the provisions of UGA-1 through UGA-17 in the County's 1998 Comprehensive Plan. In pursuit of these purposes, the City and County agree as follows: 1. Urban Joint Planning Area/Process. The County has delineated an Industrial Urban Joint Planning Area on the County's revised 1998 Comprehensive Plan Land Use Map encompassing approximately 495-acres of the Port Blakely Tree Farm property (the Port Blakely_site) located contiguous to the City of Bremerton, west of Kitsap Lake. ( See Attached Map.) The City intends to annex this property in the future. The policies of the County's 1998 Comprehensive Plan and the County-wide Planning Policy (Urban Growth Areas, Element A3) shall be used as the framework for the joint planning and ILA. It is understood that the Comprehensive Plan must undergo review and approval by the Central Puget Sound Growth Management Hearings Board. The "joint plan" referenced in this Agreement and County's Comprehensive Plan ("UGA 7 through 14") shall be embodied by and contained within the MOA BETWEEN KITSAP COUNTY AND THE CITY OF BREMERTON FOR "THE PORT BLAKELY PROPERTY" pb0811 f. wpd subsequent ILA contemplated by this Agreement, as provided in paragraph 6 below. 2. Land Use Assumptions. The Industrial/Urban Joint Planning Area designation recognizes the Port Blakely site as provisionally suitable for designation as an Urban Growth Area and for industrial/business park uses, subject to resolution of the issues specified herein. In the interim, this property has been given a dual "Industrial/Urban Reserve" designation on the County's Comprehensive Plan Land Use Map. The "Industrial" designation shows the likely future zoning designation of the property if it is annexed into the City of Bremerton which is anticipated to occur as provided in paragraph 7, and provides a framework for ongoing planning for the site. The "Urban Reserve" designation is intended to preserve the property in its current state to maintain maximum flexibility for planning. 3. Employment Assumptions for Planning. The County's analysis of 1992-2012 and 2013-2017 employment needs and land demand supports the designation of the Port Blakely property for industrial/business park use. The City has adopted a resolution (dated March 11, 1998) stating that it does not have a sufficient supply of industrial/business park land within its existing corporate borders of a size and quality that can support the employment opportunities offered by the Port Blakely site. Employment allocations are now and shall be reserved for the Urban Joint Planning Area/Industrial Reserve area as identified in current and future forecasts. 4. Environmental Assumptions. The parties acknowledge the importance of Chico Creek to the Suquamish Tribe, the need to preserve healthy and productive aquatic resources within the Chico Creek Watershed and that preserving healthy aquatic systems depends on maintaining the function and value of the watershed as a whole_. The County will review development regulations, in consultation with the City and Suquamish Tribe, and adopt amendments as necessary to minimize adverse cumulative effects of development on the aquatic resources of the Chico Creek basin. 5. Issues to be Addressed through Joint Planning. Issues pertaining to the Port Blakely site that the County and City shall resolve through joint planning and the ILA include: (a) provision of adequate services and facilities to serve the site; (b) adequate protection of environmental resources; and (c) mitigation for transportation impacts. (a) Capital Facilities. The City shall provide a planning-level capital facility analysis, consistent with Growth Management Act requirements, to support designation of the site as a City Urban Growth Area, and the City shall amend its Comprehensive Plan accordingly. The City shall incorporate and/or expand upon the technical sewer, water and transportation studies prepared by Parametrix (1997) for the Kitsap Lake Technology Park. Such services and facilities may be financed through public and/or private sources. Detailed capital facility planning shall occur in connection with preparation and review of site-specific development plans for the property. MOA BETWEEN KITSAP COUNTY AND THE CITY OF BREMERTON FOR "THE PORT BLAKELY PROPERTY" pb0811 f. wpd (b) Environmental Resources. The City and County acknowledge that the site is located in the very important salmon producing, Chico Creek watershed basin and that environmental issues must be thoroughly addressed in connection with project-level review of development of the property. The evaluation of impacts and the mitigation of impacts on the natural environment will be based on Best Management Practices. After the annexation anticipated by this agreement, the City shall be the lead agency for any project proposal on the property and shall conduct project level environmental review and apply the environmental regulations specified in the ILA (which are to be the stricter of the two ° jurisdictions' environmental regulations) as the basis for protecting salmon habitat. The City shall consult and coordinate with the County during the environmental review process. (c) Transportation. A furore project on the Port Blakely site will likely impact County roads. The City agrees that future project-level traffic analysis conducted as pan of the SEPA process shall address and mitigate such impacts. The City shall take the steps necessary to assure that such mitigation includes payment of any applicable costs. In determining how such mitigation should be calculated, the City shall use its standards for levels of service but shall also address the average daily traffic load, and shall require a fair share contribution fi-om the project for SEPA mitigation and transportation impact on County Roads. (d). Other UGA-13 Elements. The following refer to other joint plardlLA elements of UGA- 13: (I) The expected boundary for the urban growth area is shown on the attached map and in the County's Comprehensive Plan; (ii) The joint plan/ILA shall be based upon the employment projections and assumptions set forth in paragraph 3 above; (iii) The type and intensity of land uses shall be those associated with an industrial business park. Precise location of uses, open space and buffers shall be done at project level review; (iv) Services and facilities, including cost sharing and responsibility, shall be addressed as provided in paragraph 5(a) and 5(c) above; (v) The applicable critical area regulations shall be addressed as provided in paragraph 5Co) above; (vi) The City and County each agree to provide reciprocal MOA BETWEEN K1TSAP COUNTY AND THE CITY OF BREMERTON FOR "THE PORT BLAKELY PROPERTY" pb08 i 1 f. wpd notification of development proposals within the urban joint planning area for the Port Blakely site, along with the oppommity to review such proposals to propose mitigation measures for adverse environmental impacts on the City, County or independently provided services and facilities, and/or to adjacent land uses; (vii) At the time of project review, the City shall review impacts and require the applicant to provide for the protection of salmon' habitat and meet the requirements of the state salmonid policies and the Endangered Species Act. Project review shall include public involvement and participation of interested property owners, Tribes, and appropriate agencies and groups. In particular, the City during the environmental review process shall seek input from the Suquamish Tribe. 6. Comprehensive Plan Amendment. The County and City agree to pursue necessary amendments of their respective Comprehensive Plans, capital facility plans and/or development regulations to implement the joint plan/ILA as follows, using the schedule in paragraph 7: (a) The City shall amend its Comprehensive Plan to include the Port Blakely property within its Urban Growth Area and within its Capital Facilities element and other Plan elements as necessary to maintain internal consistency. (b) The County shall review the joint plan/ILA as a subarea plan pursuant to UGA-11. The joint plan/ILA shall constitute a subarea plan consisting of: (i) a land use element, including critical area standards, identifying anticipated land uses consistent with UGA-13(c); (ii) a capital facilities and utilities element incorporating the purveyor's facility plans for the area and the information required in UGA- 13(d); and (iii) a transportation element incorporating a plan for mitigating any applicable impact costs and incorporating the transportation elements referred to in paragraph 4(c) above. The subarea plan shall recognize that project level review and mitigation will occur subsequently. 7. Future Agreement Contemplated Schedule. The County and City shall adopt an ILA and take other actions in accordance with the following schedule: MOA BETWEEN KITSAP COUNTY AND THE CITY OF BREMERTON FOR "THE PORT BLAKELY PROPERTY" pb0811 f. wpd August - October, 1998 Joint plan/ILA for Port Blakety property finalized by City and County staffs. Bremerton Planning Commission conducts public hearing on plan amendments and ILA. Initial City Council hearing on Bremerton Comprehensive Plan amendments and ILA. County Planning Commission holds study sessions(s) to discuss ILA and subarea plan. November, 1998 City adopt Comprehensive Plan amendments and ILA. Board of County Commissioners holds public hearing on subarea plan and [LA. January, 1999 Board of County Commissioners adopts [LA and subarea plan which establishes the Port Blakely UGA pursuant to UGA-11/14. 8. Good Faith Efforts. The parties agree to work in good faith to resolve any and all outstanding issues and to devote appropriate staff resources to pursue such agreement diligently and expediently. 9. Governance. The City and County agree that no annexation(s) of the Port Blakely property, in whole or part, shall be proposed until the City and County have executed the ILA contemplated herein and the City has amended its Comprehensive Plan to incorporate all requirements pertaining to the Port Blakely property as set forth in the ILA. After the above- specified events have occurred, the City of Bremerton intends to take necessary steps to annex the property. 10. Mediation. The County and City shall make a good faith effort to complete the actions identified in this Agreement. If the County and City are unable to reach agreement as contemplated above, they agree to immediately submit the issues that remain unresolved to mediation. 11. Authority. This agreement is entered into pursuant to the authority of the Interlocal Cooperation Act, Chapter 39.34 RCW. This agreement is not intended and shall not be construed to alter the responsibilities and authority of the City or County pursuant to the Growth Management Act or other applicable law, including the ability to address issues of concern to the Growth Management Hearings Board, including the ability to address issues of concern to the Growth Management Hearings Board. 12. Filing. A copy of this agreement shall be filed in the offices of the Kitsap County Auditor. The City and County shall also provide a copy of this agreement to the Washington MOA BETWEEN KITSAP COUNTY .AND THE CITY OF BREMERTON FOR "THE PORT BLAKELY PROPERTY" pb0811 f..wpd State Department of Community, Trade and Economic Development to indicate the progress of their consultation. DATED this/,,/~Pttday of CITY OF BREMERTON , 1998. ATTEST: L~S. HORTON, Mayor APPROVED AS TO FORM: KATHLEEN McCLUSKEY, City Clerk City Attorney BOARD OF COUNTY COMMISSIONERS /~I-~S ENDRESEN, Chair CHARLOTTE GARRIDO, Commissioner NOT PRESENT PHIL BEST, Commissioner ATTEST: ., .... "' Clerk o~tha Board MOA BETWEEN KITSAP COUNTY AND THE CITY OF BREMERTON FOR "THE PORT BLAKELY PROPERTY" pb081 l£wpd 3'7 )PORT 0 F_.,,,~ PORT COMMISSIONERS Dick Feek Mary Ann Huntington Cheryl Kincer GENERAL OFFICES 8850 S.W. State Hwy. 3 Port Orchard, WA 98367 BUS: (360) 674-2381 FAX: (360) 674-2807 1-800-462-3793 http JA~w.portofbremerton.org BREMERTON NATIONAL AIRPORT (360) 674-2381 OLYMPIC VIEW BUSINESS AND INDUSTRIAL PARK (360) 674-2381 PORT ORCHARD MARINA (360) 876-5535 BREMERTON MARINA (360) 373-1035 AUG i ~AP COUNTY DEPT. C'F CC'MMUNiTY DE"/ELC'PMENT August 12, 1998 Mr. Robert Alire Kitsap County Department of Community Development 614 Division St Port Orchard, WA 98366 Re: Memorandum of Agreement for South Kitsap Industrial Joint Planning Area Dear Mr. Alire: Per your request, enclosed is the above referenced Memorandum of Agreement (MOA) between Kitsap County, the City of Bremerton, the City of Port Orchard, and the Port of Bremerton. This a~eement was approved and signed by the Port of Bremerton Commission at their meeting on August 11, 1998. Please forward a copy of this MOA to our office once it has been signed by all parties. Sincerely, Deputy Executive Director KWA:gd enclosure cc: Malcolm Fleming, Kitsap County Terrie O'Neill, City of Bremerton Larry Curles, City of Port Orchard MEMORANDUM OF AGREEMENT FOR JOINT PLANNING BETWEEN KITSAP COUNTY, THE CITY OF BREMERTON, THE CITY OF PORT ORCHARD AND THE PORT OF BREMERTON FOR THE SOUTH KITSAP ENDUSTRIAL AREA This document sets forth the agreement [hereinafter "Agreement"] between Kitsap County [hereinafter "County"], the City of Bremerton [hereinafter "Bremerton"] and the City of Port Orchard [hereinafter "Port Orchard"], [also referred to collectively herein as the "Cities"], and the Port of Bremerton [hereinafter "Port"], [all sometimes referred to collectively herein as "the parties"], regarding cooperative planning and an Interlocal Agreement [hereinafter "ILA"] for Proposed Urban Growth Areas, specifically the South Kitsap Industrial Area. The purposes of this Agreement are as follows: a. To provide a framework for cooperative planning and an ILA between the County, the Cities and the Port to comply with the requirements of the Growth Management Act; b. To set forth principles, assumptions and steps that the County, the Cities and the Port agree to follow in order to resolve planning issues regarding designation and implementation of South Kitsap Urban Growth Industrial Areas; c. To provide certainty for ongoing land use and utility planning; d. To cooperate in planning for logical and efficient provision of urban services and facilities; e. To cooperate in planning for regional economic development and to enhance employment opportunities for Kitsap County residents; and f. To implement the provisions of UGA-1 through UGA-17 in the County's 1998 Comprehensive Plan. In pursuit of these purposes, the County, the Cities and the Port agree as follows: 1. Area Subject to Agreement. The area referred to as the South Kitsap Industrial Area, which is the subject of this agreement, includes three distinct but related properties: (a) the Bremerton National Airport and the Olympic View Industrial Park, both owned and operated by the Port of Bremerton, along with certain private lands for which an approved, vested industrial use permit exists; (b) an area adjacent to the Airport which is owned by multiple private property MOA BETWEEN KITSAP COUNTY, CITY OF BREMERTON, CITY OF PORT ORCHARD, and PORT OF BREMERTON FOR THE SOUTH KITSAP INDUSTRIAL AREA -- 1 08/09/98 owners; and (c) an area northeast of the Airport along SR3. (See Attached Map.) The Port and the major private property owners have executed a memorandum of understanding committing themselves to ongoing land use and facility planning for Port lands and the multiple-owner parcels around the Airport. The City of Port Orchard and the Port of Bremerton have tentatively agreed to Port Orchard providing sewer service to the Port-owned and private properties. The Port's property is served by the City of Bremerton water and an on-site sewer system along with 3 phase power, natural gas, fiber optics and telephone. Currently, not all services are available to the multiple-owner parcels, nor are the full range of required services addressed in the County's or Cities' Comprehensive Plans and/or capital facility plans. As part of the City/County negotiations required by the Growth Management Act, RCW 36.70A. 110(2), the City of Bremerton has proposed including the Port of Bremerton Airport and Olympic View Industrial Park, and the multiple owner parcels adjacent to the Airport, within a City Urban Growth Area. 2. Comprehensive Plan Designations/Joint Planning Process. The Kitsap County revised Comprehensive Plan (1998) includes land use designations for the properties subject to this agreement as follows: (a) The County has included the Bremerton Airport and Olympic View' Industrial Park and certain private parcels within an Urban Growth Area and applied urban land use and zoning designations. This area is also subject to an Urban Joint Planning Area Overlay in recognition of the expressed interests of Bremerton and Port Orchard, and to provide a means for cooperatively resolving issues relating to long-term service provision. (b) The County has included the multiple-owner parcels adjacent to the airport in an Urban Joint Planning Area with an Industrial/Urban Reserve land use and zoning designation. This designation is intended to provide a process for resolving outstanding issues relating to environmental protection, services and facilities and governance. This designation is also intended to recognize these properties as provisionally suitable for designation as an Urban Growth Area and for industrial/business park uses, subject to resolution of the issues specified herein. In the interim, these properties have been given a dual "Industrial/Urban Reserve" designation on the County's Comprehensive Plan Land Use Map. The "Industrial" designation is intended to indicate the likely future designation of these properties upon occurrence of the actions contemplated in this Agreement and to provide a framework for ongoing planning for these properties. The "Urban MOA BETWEEN KITSAP COUNTY, CITY OF BREMERTON, CITY OF PORT ORCHARD, and PORT OF BREMERTON FOR THE SOUTH KITSAP INDUSTRIAL AREA -- 2 08/09/98 Reserve" designation is intended to preserve these properties in their current state to maintain maximum flexibility for planning. The policies of the County's Comprehensive Plan and the County-wide Planning Policy (Urban Growth Areas, Element A3), shall be used as the framework for joint planning and a subsequent ILA. References to designations for specific areas are made with reference to the Comprehensive Plan Land Use Map dated May 7, 1998. It is understood that the Comprehensive Plan must undergo review and approval by the Central Puget Sound Growth Management Hearings Board. 3. Growth Assumptions for Planning. The County analysis and allocation of forecast 1992-2012 employment growth support an Urban Growth Area designation for the industrial UG^ and the "Industrial Urban Reserve" lands on the Comprehensive Plan Land Use Map. Employment allocations are now and shall be reserved for the Urban Joint Planning Area/Industrial Reserve area as identified in current and future forecasts. 4. Issues to be Addressed through Joint Planning. Issues pertaining to the designated Urban Joint Planning Area that the parties shall resolve through joint planning and execution of an ILA include: (a) economical and efficient provision of adequate sewer amd water services and facilities to the area, including any necessary amendment of City, County or special district capital facility plans and/or appropriate service agreements; (b) provision for adequate protection of the environment according to mutually agreed upon standards; (c) resolution of governance issues, including future annexations, if appropriate, and resolution of any service area issues and_critical areas, (d) equitable revenue sharing; and (e) procedures for reciprocal notification and comment on proposed development applications during the period of the ILA. 5. Future Agreement Contemplated. The parties agree to mutually address urban joint planning requirements. Steps to meet such requirements shall be set forth in the ILA and shall include, but are not limited to, the following: (a) a work program and schedule for completing agreed upon work; (b) the process that shall be followed by the Cities, County and Port for adoption and implementation of the joint plan; and (c) the process for SEPA review. The joint plan shall be finalized through the ILA. 6. Governance. The County, Cities and Port shall evaluate service and governance options, including annexation, for the lands subject to this Agreement, utilizing Boundary Review Board and Growth Management Act criteria. It is anticipated that this evaluation will result in the designation of the entire South Kitsap Industrial Area as an Urban Growth Area. All parties to this Agreement recognize this process as furthering regional growth management planning objectives and the efficient and economical provision of urban services and facilities. The Cities, County and Port agree that no annexation(s) of the areas subject to this agreement shall be MOA BETWEEN KITSAP COUNTY, CITY OF BREMERTON, CITY OF PORT ORCHARD, and PORT OF BREMERTON FOR THE SOUTH KITSAP INDUSTRIAL AREA -- 3 08/09/98 proposed until the parties have executed the ILA contemplated herein and the Cities have amended their Comprehensive Plans, as necessary, in accordance with the interlocal agreement. The County shall review the joint plan/ILA as a subarea plan pursuant to Policy UGA-11 of the County's Comprehensive Plan. 7. Good Faith Efforts. The parties agree to work in good faith to resolve any and all outstanding issues and to devote appropriate staff resources to reach agreement diligently and expediently. 8. Mediation. If the parties are unable to reach agreement as contemplated in paragraphs 4 and 5 above, they agree to quickly submit the issues that remain unresolved to a mediation process. 9. Authority. This Agreement is entered into pursuant to the authority of the Interlocat Cooperation Act, Chapter 39.34 RCW. This Agreement is not intended and shall not be construed to alter the responsibilities and authority of the Cities, the County or Port pursuant to the Growth Management Act or other applicable law, including the ability to address issues of concern to the Growth Management Hearings Board. 10. Filing. A copy of this Agreement shall be filed in the offices of the Kitsap County Auditor. The Cities and County shall also provide a copy of this Agreement to the Washington State Department of Community, Trade and Economic Development to indicate the progress of their consultation. MOA BETWEEN KITSAP COUNTY, CITY OF BREMERTON, CITY OF PORT ORCHARD, and PORT OF BREMERTON FOR THE SOUTH KITSAP INDUSTRIAL AREA -- 4 08/09/98 DATED this2[ ~ day of "/~ ~/~, CI~f'~F ~RT ORCHARD APPROVED AS TO FORM: CITY ATTORNEY ,1998. ATTES ' PA'TRICIA PARKS, City Clerk CITY OF BREMERTON ATTEST: LYNN S. HORTON, MAYOR APPROVED AS TO FORM: KATHLEEN McCLUSKEY, City Clerk CITY ATTORNEY DICi~ [="El~k, ~esident '~PORT VAT~dRN~Y --/~ ~ CHARLOTTE GARRIDO, Commissioner N01 PRESENT PHIL BEST, Commissioner Z~t~EST: ~ / I~I~/ANN HUNTINGTON, ~c/~retar~- MOA BETWEEN KITSP COUNTY, CITY OF BREMERTON, CITY OF PORT ORCHARD,and PORT OF BREMERTON FOR THE SOUTH KITSAP INDUSTRIAL AREA --5 08/09/98 Area Subject to Agreement SOUTH KITSAP INDUSTRIAL AREA, Area Subject to Agreement ~ Incorporated City AGENDA BILL 1. SUBJECT: Memorandum of Understanding for Sinclair Landing Project BREMERTON CITY COUNCIL FOR AGENDA OF: September 2, 1998 ORIGINATING DEPT: Legal ORIGINATOR: Glenna Malanca,'\~ City Attorney - DATE SUBMITTED: August 27, 1998 9-.~-~.ARANCES: ~'C~mment on back if necessary) Council Study Sessions 3. EXHIBITS: Memorandum of Understanding SUBMITTAL: 4. SUMMARY STATEMENT AND REQUIREMENT FOR COUNCIL ACTION: The proposed Memorandum of Understanding provides for the cooperative development of the Bremerton Transportation Center (BTC). Parties are the Washington State Ferries, City of Bremerton, Port of Bremerton, Kitsap Transit and the Sinclair Landing Associates. The BTC is the initial component of the Sinclair Landing Project and requires the conveyance by the City of certain easements. This agreement is identified as Exhibit "A" in the Sinclair Landing Master Development Agreement executed earlier this year. 8. RECOMMENDATION: Authorize Mayor to sign Memorandum of Understanding and any ~ easements. 9. RESPONSIBLE OFFICIAL: ENFORCEMENT OFFICIAL: EXPIRATION DATE: REVIEW DATE: 10. NOTICE OF ACTION PULLED [] TABLED [] APPROVED [] DISAPPROVED [] AMENDED [] DATE: COUNCIL DIRECTIVE: 11. AGENDA BILL NO.: (OVER) 2. CLEARANCE COMMENTS: 5. IMPACT OF NON-PASSAGE: Failure or delay in progress of City's participation in Sinclair Landing Development. 6. IMPACT ON STAFFING, BUDGETS, FACILITIES, EQUIPMENT OR OTHER RESOURCES: Minimal 7. RESEARCH SOURCES: sinclair Landing MOU.AB - Agenda Disk - 8/25/1998 pRESTON VIA OVERNIGHT DELIVERY GATES & ~.TTORNEY S June 2, 1998 ELLIS L LP ,_.~ ~,A5 OR S OFF/CF Lynn Horton Mayor City of Bremerton 239 Fourth Street Bremerton, WA 98337 Dick Hayes Executive Director Kitsap Transit 234 Wycoff Bremerton, WA 98312 Tim McGuigan Attention: Chris VanVolsem Contracts/Legal Services Washington State Ferries 801 Alaskan Way Seattle, WA 98104 Richard Brandenburg Executive Director Port of Bremerton 8850 SW State Highway 3 Port Orchard, WA 98367 Robert Schneidler Chair, Sinclair Landing Association 400 Warren Avenue Bremerton, WA 98337 Re: BTC MOU Execution Dear Colleagues: With the recent confirmation that WSF and Kitsap Transit have resolved their remaining questions by minor amendments to Section I B., the enclosed copy of the Sinclair Landing Coordination Memorandum of Understanding for Bremerton Transportation Center Development (No. GCA 1206) is submitted for your execution on behalf of your respective agency or corporation. It is my understanding that your respective boards and legislative bodies have already approved this agreement substantially in the form of the earlier draft. This will confirm our opinion that the final rev.isions by Kitsap Transit and WSF to provisions of the agreement dealing with their relationship are minor and of a non-substantive nature. For purposes of efficiency, it would be my recommendation that you execute the original signature page from the enclosed agreement and forward it to my office for coordination. Once all signature pages have been collected, I will prepare counterpart copies of the agreement and send one back to you for your files. A LIMITED LIABILITY PARTNERSHIP INCLUDING OTHER LIMITED LIABILITY ENTITIES ANCHORAGE · COEUR D'ALENE · HONG KONG · Los ANGELES · ORANGE COUNTY · PORTLAND · SAN FRANCISCO · SEATTLE 701 FIFTH AVENUE SUITE 5000 SEATTLE, WASHINGTON' 98104-7078 206-623-7580 FX: 206-623-7022 SPOKANE · WASHINGTON, D.C. www.prestongates.com June 2, 1998 Page 2 By copy of this same letter I am requesting that Carla Sawyer arrange for transmittal to our office of the final version of the Exhibit C Real Property Allocation Plan which I understand to be a blueprint size document prepared by Parametrix. I will have that copy reduced and include that in the counterpart copy forwarded to you at the conclusion of this process. If anyone needs a copy of that exhibit at this point, please contact Carla Sawyer to make those arrangements. Given the time anticipated for the receipt of this letter and possible inquiries on Exhibit C, I have selected June 8, 1998, as the common execution date. Please don't hesitate to contact me if you have any questions or comments concerning this proposed execution process. Very truly yours, RLG:cm Enclosure cc: Richard Stocking, Kitsap Transit Gordon Walgren, Port of Bremert0n Attomey Carla Sawyer, SLA k:~,.',.',.',.',.',.~l 1 ~00001 ~:~LG'~,RLG_L2018 PRESTON GATES & ELLIS LLP SINCLAIR LANDING COORDINATION MEMORANDUM OF UNDERSTANDING FOR BREMERTON TRANSPORTATION CENTER DEVELOPMENT (No. GCA 1206) This Memorandum of Understanding, hereinafter called the "Agreement," is made and entered into this 8th day of June, 1998, by and between the Washington State Ferries, a division of the Washington State Department of Transportation, hereinafter called "WSF;" the City of Bremerton, a municipal corporation of the State of Washington, hereinafter called "City;" the Port of Bremerton, a municipal corporation under the laws of the state of Washington, hereinafter called the "Port"; Kitsap Transit, a Public Transportation Benefit Area providing a variety of public transportation services including buses, ride share, ACCESS, HOV parking, Kiss 'n Ride management and bicycle transport and storage, hereinafter called "Kitsap Transit;" and the Sinclair Landing Association, a non-profit corporation under the laws of the state of Washington, hereinafter called "SLA." WHEREAS, pursuant to a Memorandum of Understanding executed in February, 1996, and amended in April, 1997, Howard S. Wright Construction Co., hereinafter called "HSWCC," the City, Kitsap Transit, the Port, SLA and Kitsap County, have been cooperatively pursuing an integrated redevelopment of portions of the central waterfront of the City of Bremerton through a project commonly known as the "Sinclair Landing Project;" and WHEREAS, the Sinclair Landing Project is expected to include various public and private features including, but not limited to, an intermodal transportation center known as the Bremerton Transportation Center, hereinafter called the "BTC," or "BTC project" to include transit and related public transportation services, passenger-only and car ferry service, commuter retail facilities and similar features; and WHEREAS, the BTC will constitute the initial component of the Sinclair Landing Project and will include common features, structures and functions with other components of the Sinclair Landing Project, such as the parking garages, pedestrian plazas, esplanades, hill climbs, a Kiss 'n Ride facility and adjacent commercial and retail developments; and WHEREAS, the parties hereto anticipate that The Commercial Group, LLC, a Washington limited liability company, hereinafter called "TCG," will serve as the master developer for the Sinclair Landing Project excluding the BTC but including commercial components developed adjacent to and over a portion of the property to be purchased by Kitsap Transit for the BTC; and WHEREAS, WSF has been allocated funds pursuant to Laws of 1997, Chapter457, Section 225(4) to reimburse the City and/or the Port, as WSF's financial participation in Phases "A" and "B" of the BTC, for the construction of "[a]ppropriate passenger-only ferry terminal linkages to accommodate bow-loading catamaran type vessels and the needed transit connections" and WSF's "component of the Bremerton Multimodal transportation terminal as part of the downtown Bremerton redevelopment project, including appropriate access to the new downtown traffic circulation road network"; and WHEREAS, WSF desires to reimburse the City and/or the Port in an accumulative amount not to exceed $1,448,000 for Phases "A" and "B" of the development pursuant to Laws of 1997, Chapter457, Section225(4), which authorized up to $3,000,000 for such purpose, pursuant to cooperative agreement(s) as authorized under RCW 47.08.070; and WHEREAS, in order to develop the BTC, significant alterations will be necessary to the WSF ferry terminal at Bremerton, to the associated passenger, auto, and commercial vehicle access and to Kitsap Transit operations; and WHEREAS, the initial Phase "A" of the BTC will be the construction of passenger-only ferry improvements to be operated by WSF and the Port of Bremerton; and WHEREAS, said ferry terminal and passenger-only ferry improvements will encourage use of WSF services and provide WSF passengers with significant amenities; and WHEREAS, the parties have determined that it would be most cost effective to coordinate the development of the BTC through a series of agreements providing for acquisition of necessary property rights, financing arrangements, coordination of design and construction of the BTC, coordination of construction with WSF, Port, City and Kitsap Transit operations, and -2- ~"l .LG05H.DOC 98106/02 allocation of future operation and maintenance responsibilities and transfers of ownership of capital improvements and property rights among the parties; and WHEREAS, the parties desire to enter into this Agreement to define the respective responsibilities for the development of the BTC as the initial component of the Sinclair Landing Project and as set forth other necessary collateral agreements therefor and are authorized by various provisions of state law to enter into this and such other agreements; NOW, THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein, or attached, incorporated and made a part hereof, the parties hereto agree as follows: I. GENERAL DESCRIPTION OF SINCLAIR LANDING PROJECT, PARTICIPANTS, FINANCING AND OWNERSHIPS A. The Sinclair Landing Project will include various public and private features developed in at least two major components along the City of Bremerton waterfront as generally described in Exhibit A attached hereto and by this reference incorporated herein and in the planned unit development ("PUD") agreement for the Project as filed with the City. The initial component of the Sinclair Landing Project will be Phases "A" and "B" of the BTC and related improvements to be located on state-owned property devoted to WSF purposes, City of Bremerton rights-of-way and property, Port of Bremerton property and leaseholds, Puget Sound Naval Shipyard ("PSNS") property and Kitsap Transit purchased private property. The BTC project component will result in the development of an intermodal transportation facility including transit services, passenger-only and car ferry service, commuter retail facilities and other public access, pedestrian and plaza amenities in at least a two-level structure providing various common features and interrelated uses and is generally described in Exhibit B attached hereto and by this reference incorporated herein. Construction of the BTC project component will be implemented in defined Phases "A," "B" and "C" as described in Exhibit B. Each phase will result in a usable Project element that will be transferred to SLA by the contractor and from SLA to Kitsap Transit for immediate -3- 5-'~ Rm0s,.DOC 9~rr~o2 transfer to the State and to local governments as described in the BTC Real Property and Air Rights Allocation Plan attached as Exhibit C and by this reference incorporated herein. The second major component of the Sinclair Landing Project is generally understood to include the development of public parking garages, supporting office, retail, restaurants, hotel, museums and maritime attractions, a waterfront public park and promenade plaza and other access and view corridors to the central waterfront as well as residential units as generally described in Exhibit A. The third component may include expansion of the Port's marina and additional residential and commercial developments similar to those previously planned and/or constructed. B. following: The participants, and their roles and contribution in the BTC project, include the 1. WSF will grant rights to appropriate parties pursuant to temporary construction easements and/or rights of entry and leases as necessary for the construction, operation and maintenance of the BTC. WSF will provide appropriate access for Kitsap Transit paratransit services and its disabled customers using private vehicles at ferry terminal facilities within or adjacent to the BTC. WSF will agree to the reassignment of Federal grant funding to assist in the development and construction of the BTC. WSF will separately construct the car ferry overhead passenger loading facility contiguous to the BTC. WSF agrees to reimburse the City and/or the Port in an accumulative amount not to exceed $1,448,000 for Phases "A" and "B" of the development as authorized in Laws of 1997, Chapter457, Section225(4) pursuant to cooperative agreement(s) as authorized under RCW 47.08.070. 2. SLA and Kitsap Transit will jointly develop and construct the BTC project component in phases. SLA will provide overall project coordination and facilitation between the public agencies and private contracting and development firms involved in the project. Kitsap Transit will be lead agency for the BTC project, and will be responsible for BTC project management and for financing. SLA, as initial project Owner and with Kitsap Transit concurrence, will accept the completed BTC phases from HSWCC, the general contractor, and will immediately transfer title to said facilities to Kitsap Transit unless otherwise agreed to by Kitsap Transit and SLA; provided, that WSF's ferry terminal and improvements (excluding the transit deck, support columns and appurtenances) located on WSF property as shown on Exhibit C shall be transferred in fee to WSF. As a result of Kitsap Transit's role as local lead agency for the BTC project component, FTA will be the lead federal agency for the project for purposes of compliance with federal requirements for environmental review, funding, project monitoring and audit. SLA will be funded for the BTC coordination and facilitation activities by Kitsap Transit and other agencies and corporations involved in the BTC project pursuant to previous collateral agreements. 3. Kitsap Transit will lease or purchase each phase from SLA concurrent with said transfer, by making payment in the amount required by a collateral agreement between SLA and Kitsap Transit. Kitsap Transit will then distribute the facilities and related real properties pursuant to the BTC Real Property and Air rights Allocation Plan as shown on Exhibit C. Kitsap Transit shall transfer to WSF fee title to WSF's ferry terminal and improvement (excluding the transit deck, support columns and appurtenances) located on the WSF property as shown on Exhibit C. Kitsap Transit will utilize elements of the BTC project located in the air space over the WSF property as described in the BTC Real Property and Air Rights Allocation Plan for purposes of providing public transportation services as described in Chapter 36.57A RCW limited to operation and maintenance of bus lanes and passenger loading and unloading facilities and including exclusive authority to regulate transportation usage of such lanes and facilities. Kitsap Transit agrees that use of the paratransit lane on the car deck area shall be limited to ACCESS/dial-a-ride type services. '5- RLG05H.DOC 98106/02 4. Should Kitsap Transit derive any revenue from such use in excess of its added operations and maintenance expenses arising from such use, accounting and allocation of revenue shall be made pursuant to the Joint Use, Operations and Maintenance Agreement as provided in Article II B. herein. Kitsap Transit will provide federal and state funding in the form of grant awards obtained by Kitsap Transit, and as set forth in the BTC Financing Plan, referred to in Subsection IIA. 3. herein. In addition, Kitsap Transit will provide $4,000,000 in local match funding, together with an advance of $3,750,000 to the BTC project to allow timely completion of Phase B. It is anticipated that additional federal funding will be made available in the amount of $2,000,000 in FY1999 and $2,000,000 in FY2000, part of which will be used to repay the Kitsap Transit cash advance and part of which will be used to help fund a future Phase "C". 5. Kitsap Transit will purchase from the City, at the appraised fair market value, that portion of the existing City parking lot required for the BTC High Occupancy Vehicle parking structure as shown on Exhibit B. Kitsap Transit will obtain an easement from the City across the remaining portions of the City parking lot to provide public access to the completed parking structure. 6. In consideration of the benefits to the City resulting from the development of the BTC, the City will provide, at no cost to the BTC project component, street right-of-way and City owned parcels A3 and A5 as shown on Exhibit C. The City will provide temporary use of the City parking lot shown on Exhibit C required during construction of BTC Phases A and B and will be reimbursed for net lost revenues by Kitsap Transit as provided herein. If Phase "C" proceeds, the City will also provide at no cost street right-of-way as necessary and appropriate for that Phase. -6- RLG05H.DOC 98/06/02 7. HSWCC, as the general contractor for the BTC construction consistent with the selection of its proposal after a competitive procurement process sponsored by Kitsap Transit and the City of Bremerton to redevelop the central Bremerton waterfront, will provide the BTC project component subject to a guaranteed maximum price verified by a competitive alternative cost analysis led by Kitsap Transit. 8. The Port, in consultation with WSF and any other affected party, will secure at its sole expense any property and property ri~ts necessary for the replacement and expansion of passenger-only ferry facilities proposed as part of Phase "A" of the BTC component of the Sinclair Landing Project. 9. TCG will serve as master developer of the private commercial components of the Sinclair Landing Project, including the development of a commercial retail/office building as an integral part of the BTC as will be provided in collateral agreements between SLA and TCG and between SLA and Kitsap Transit. The parties' agreed roles are described in more detail below and will be confirmed in collateral agreements necessary for the development of the BTC and Sinclair Landing Project. II. COMMITMENTS TO PROPERTY RIGHTS AND PROJECT AGREEMENTS A. In order to provide for the ground and air rights development of the BTC project component in a manner which appropriately recognizes the ultimate investment, risk, use, and benefit from the project, the parties agree to develop and enter into a series of rights of entry/temporary construction easements, and acquisition, construction and purchase or lease agreements as specifically set forth herein to allow for the appropriate financing, construction, operation and maintenance of the BTC. The parties commit to negotiate in good faith the -7- RLGOSH.DOC 98/06/02 following agreements which are so integral to the intent of this Agreement that failure to so proceed in good faith would constitute a material breach of this Agreement and cause significant damages to the other parties; provided, failure to proceed as a result of the good faith and lawful exercise of a government party's police or legislative powers or of SLA's corporate powers as provided in Title 24 RCW, or due to state statutory or constitutional requirements, shall not constitute a material breach. It is the intent of the parties that all of the below-listed agreements, with the exception of the WSF long-term lease with Kitsap Transit (to be concluded prior to the completion of BTC construction), shall be fully negotiated and submitted to the parties' respective legislative, administrative, or corporate bodies for approval concurrently and within one hundred twenty (120) days from the effective date of this Agreement. The commitments of the parties to acquire and transfer properties, subject to the more detailed terms of the actual conveyance agreements, are as follows: 1. WSF agrees to long-term lease and/or franchise property to Kitsap Transit for support columns and footings and utilities necessary for the BTC as shown on Exhibit C. WSF further agrees to long-term lease to Kitsap Transit and to its direct successors the air space above the WSF property as shown on Exhibit C only for the construction, operation and maintenance of Kitsap Transit public transportation facilities and services. 2. SLA agrees to use, as a basis for negotiations, an industry-standard commercial design-build contract with HSWCC as the BTC Project Delivery Agreement, hereinafter referred to as the "PDA" and as further described in Section V.B. below. The PDA shall reference Federal Transit Administration requirements including those previously negotiated between the Federal Transit Administration and Kitsap Transit as outlined in Exhibit D attached hereto and by this reference incorporated herein. The BTC PDA will provide for appropriate performance and payment bonds, prevailing wages and builder's risk insurance and include such requirements as may be deemed necessary by WSF, Kitsap Transit and the FTA. 3. SLA and Kitsap Transit agree to negotiate in good faith a separate BTC Purchase Agreement between the parties which commits SLA to develop and construct the BTC 57 - ~ - RLG05H.DOC 98/06/02 project component and Kitsap Transit to lease and/or acquire the completed BTC project component from SLA, and to pay SLA for elements of the facilities delivered to Kitsap Transit as they are completed as described on Exhibit B (BTC Development Plan) and the BTC Financing Plan attached hereto as Exhibit E and by this reference incorporated herein. 4. Kitsap Transit and the City agree to negotiate in good faith and execute a lease agreement providing for the temporary use of City property during construction as may be necessary for the development of the BTC project. Such agreement shall also provide for reimbursement to the City for the net parking revenues lost from these properties provided to the BTC project to facilitate construction during the construction period. In any development agreements with TCG for the commercial/retail office component of the BTC, Kitsap Transit shall ensure that the development arrangements include the grant of public easements through the commercial developments as may be necessary or helpful to facilitate ferry and bus passenger traffic access both to the public transportation facilities and to future commercial activities adjacent to the BTC project to the reasonable satisfaction of WSF or the affected public agency. Kitsap Transit and the Port shall grant to WSF easements across the Kitsap Transit and Port owned properties, identified on Exhibit C by hachure marks, as may be necessary or helpful to facilitate ferry passenger traffic access to the public transportation facilities. 5. Kitsap Transit, the City and WSF agree to negotiate in good faith a separate agreement to demolish, dispose or salvage for project reuse the existing WSF passenger terminal building and toll booths currently used by WSF terminal management staff and Kitsap Transit customer service staff. B. Kitsap Transit, WSF and the Port agree to negotiate in good faith a Joint Use, Operations and Maintenance Agreement providing for the assignment of maintenance, operation and security responsibilities for different levels and areas of the BTC project as completed, procedures for public announcements and advertising, rental and commercial management, risk allocation, modifications in the facility and similar operational details. SLA shall initiate and coordinate the negotiations. The parties agree that the general allocation of such responsibilities RLG05H.DOC 98/06/02 shall be as outlined in Exhibit F attached hereto and by this reference incorporated herein. Negotiations based on Exhibit F shall be concluded among the parties within ninety (90) days after notice to proceed is issued for construction of the BTC. C. Kitsap Transit, as lead agency, will assume responsibility for the acquisition of private property necessary for the BTC project component, including the exercise of the power of eminent domain, if necessary, and for relocation assistance to private businesses dislocated as a result of the BTC project, with the exception of the "Triangle Building" (First and Washington), which is to be acquired by the City as part of the SR 3/304 Project. The City shall inform Kitsap Transit of any delay in the acquisition schedule of said building, in order to discuss use of a potential alternate acquisition resource. Subject to appropriate legal and legislative processes, the City agrees to grant such street use permits and to convey or vacate such property and/or rights of way as may be necessary for the BTC project component as shown on Exhibit G attached hereto and by this reference incorporated herein. The City agrees to acquire the PSNS property identified on Exhibits C and G with project funds provided by Kitsap Transit and to transfer said property to Kitsap Transit. WSF and Kitsap Transit will exchange properties as described in the Real Property and Air Rights Allocation Plan attached as Exhibit C and as is otherwise necessary for the development of the BTC on a value for value basis. WSF and Kitsap Transit agree to enter into a separate written agreement regarding these and other real property transactions contemplated by this Agreement. Kitsap Transit and the City shall cooperatively develop real property acquisition, relocation, transfer and street vacation plans, subject to their necessary public participation procedures and legislative approvals and to applicable laws, which establish a cooperative process, plan and schedule for the respective agencies to assemble the necessary public and private properties and to provide relocation assistance to businesses and persons dislocated by the phases of the BTC project. Kitsap Transit and the City shall implement the plans consistent with applicable federal regulations and guidelines as applicable. The plans shall provide for transfers to and between Kitsap Transit and the City by quit claim deed of properties acquired, conveyed or vacated for the BTC including in perpetuity all rights, title, and - 1 0- RLG05H. DOC 98/06/02 property interests in the street areas, reversionary rights and all rights of access, light, air, and view. The quit claim deeds shall be in good legal and recordable form. Kitsap Transit will assume the responsibility for any additional compensation for property rights or relocation assistance that may be required by federal agency audits of the BTC project. D. During the term of this Agreement and as necessary to develop the BTC project, each of the parties shall grant each of the other parties, as requested, rights of access for construction purposes over their respective property ownerships in the form of temporary easements or rights of entry for the performance of obligations or the exercise of rights granted to or assumed by the parties under this Agreement and the above-referenced agreements. If necessary to coordinate construction or other development activities, the parties shall formalize these rights in appropriate coordination agreements and protocols as may be requested by any individual party. III. PERMITS AND APPROVALS A. SLA shall provide in the Project Delivery Agreement that HSWCC, as the general contractor for the BTC project construction, and at HSWCC's sole cost, shall itself secure or secure from other participating agencies all permits and approvals required for the BTC project construction, including the master building permit. SLA, as sponsor and owner of the PUD, shall cooperate with the City and Kitsap Transit in pursuing necessary zoning and land use approvals. B. 'All of the parties agree to cooperate in securing the construction permits and approvals required for the BTC project, recognizing that SLA shall serve as a private sponsor for the BTC project. All parties owning properties included in the BTC project component of the PUD agree to timely execute all necessary documents for the submittal of the final PUD application to the City. The parties understand and agree that each governmental party will retain its normal police and regulatory powers and that, in carrying out the responsibilities, they will do so independently and without undue influence by other governmental officials or employees or by private citizens. All of the parties understand and agree that the City, Port, and -11- ~-~ RLG05H.DOC 98/06/02 Kitsap Transit officials and employees, during the term of this Agreement, will not seek to influence agency decisions in a manner that would deny HSWCC, TCG, and SLA the benefits of existing ordinances and policies, insofar as they are legally valid, nor will such agencies allow SLA, HSWCC, and TCG to accomplish a result that would not be permitted under applicable ordinances, policies and laws. C. Notwithstanding anything to the contrary in this Agreement or in the related collateral agreements, nothing shall be deemed to supersede or excuse compliance with applicable requirements of federal, state, or local laws or regulations related to the financing, construction, maintenance and operation of the BTC project component, including, without limitation, Federal Transit Administration and Washington State Department of Transportation rules, regulations and requirements. IV. DEVELOPMENT SCHEDULE A. The General Development Schedule for the Sinclair Landing Project is attached as Exhibit H and by this reference incorporated herein and includes the BTC project component schedule, as currently phased. The specific schedule for the BTC project component, as the initial phase of the Sinclair Landing Project, will be established in the PDA between HSWCC and SLA and in the Purchase Agreement between SLA and Kitsap Transit as further described in Article V. The BTC project component schedule shall be coordinated with the property acquisition activities and related utility and street improvements pursuant to the PDA between HSWCC and SLA after consultation with the City, Kitsap Transit, WSF, the Port and other relevant agencies and utilities. B. The parties recognize and agree that the collateral agreements, including, agreements necessary for subsequent phases of the Sinclair Landing Project will be dependent on timely accomplishment of the BTC project component schedule and compliance with applicable environmental processes and FTA grant requirements. - 1 2- RLG05H.DOC 98/06/02 Vo CONSTRUCTION CONTRACTS A. Kitsap Transit and SLA agree that the PDA between SLA and HSWCC shall provide for the establishment of a guaranteed maximum price without material contingencies or exceptions, or "GMP," to be negotiated July 31,1998, assuming a letter of no prejudice is issued by the Federal Transit Administration no later than April 1, 1998, for the design and construction of Phases "A" and "B" of the BTC project component. WSF, Kitsap Transit and the Port will be sufficiently involved in the design review process and approval of the BTC project scope design to confirm that WSF design guidelines and applicable building codes are incorporated. The construction contract documents will provide for close coordination of the work with WSF, Kitsap Transit and Port operations and ensure that design features provide structural and functional compatibility with planned TCG and Sinclair Landing Project components. B. The PDA shall be based on the AGC Standard Form of Design-Build Agreement and General Conditions Between Owner and Contractor, AGC Document No. 415, modified as required for the specific conditions of the BTC project. The form of the construction contract shall be consistent with Federal Transit Administration regulations, Grant Agreement requirements, applicable FTA Master Agreement provisions, a 75% subcontractor-bidding requirement and the Alternative Cost Analysis process enclosed as Attachments B and C, respectively, to FTA's letter of April 4, 1997, attached as Exhibit D. C. SLA agrees to provide in the PDA that HSWCC and its subcontractors will pay federal prevailing wages, provide performance and payment bonds, bid 75% of the work, and meet appropriate Disadvantaged Business Enterprise and Equal Oppommity goals as required by Kitsap Transit and by applicable state and federal law for publicly financed elements of the BTC project component construction. D. The GMP established in the PDA shall be subject to review and comment by WSF and the Port prior to its approval by Kitsap Transit. -13- &~:~ RLG05H.DOC 98/06~02 CONSTRUCTION SEQUENCE AND COORDINATION OF WSF, KITSAP TRANSIT AND PORT OPERATIONS A. The final design, schedule and construction plans developed by HSWCC for the BTC project component shall be subject to approval by WSF, the Port and Kitsap Transit to ensure that the BTC as completed will satisfy Kitsap Transit, the Port and WSF requirements and that WSF, Kitsap Transit and Port can maintain their essential operations without material disruption during the period of construction. Such approvals shall not be unreasonably withheld. The PDA will require HSWCC to not vary from such design, specifications, schedule, plans or contract documents without following the change order procedures specified in the PDA. B. The sequence, relationship and duration of construction activities for the BTC shall be coordinated as set forth in the Construction Management Plan attached hereto as Exhibit I and by this reference incorporated herein. The Plan shall be implemented so as to provide for temporary facilities and the staging of construction operations in a manner which preserves the continued operations of WSF, the Port and Kitsap Transit at the terminal location without material disruption to any agency. The Construction Management Plan shall also identify lay down, storage and staging areas required by any of the parties to implement their responsibilities under the plan. The Construction Management Plan shall be agreed to by all of the parties and shall serve as the guideline for the parties during the term of the construction. Each party shall bear its own cost to implement the Construction Management Plan. The Construction Management Plan shall be subject to amendment by agreement of the parties during the construction utilizing the AOC process referenced in Article VII. Kitsap Transit, the Port and WSF hereby waive any claims between them for additional operating costs or inefficiencies incurred during the course of construction except only for impacts caused by an agency's breach of such plan. C. The parties shall use their best efforts to coordinate the BTC project component with the General Development Schedule for the Sinclair Landing Project attached hereto as Exhibit H. -14- &3 amos..ooc ,~o~o2 VII. BTC PROJECT COMPONENT MANAGEMENT/ CHANGE ORDER PROCEDURES A. The parties have provided for a BTC Project Management Organization and Process, as described in Exhibit J attached hereto and incorporated herein by reference which describes the parties' commitments to coordinate in the management of the BTC construction process. The parties have also established a BTC Change Order Process, attached hereto as Exhibit K and incorporated herein by reference which establishes procedures for initiating change order requests, and review approval, or denial of such requests. B. An Agency Oversight Committee ("AOC") is established, among other reasons, for processing the BTC Project's change order requests. The AOC shall review such requests consistent with the requirements established in the PDA. The AOC's determinations by majority vote on change order requests shall be binding on the parties unless appealed to the BTC Policy Committee as provided in subparagraph VII.D below. The AOC determinations may include majority and minority reports to fully advise the BTC Policy Committee. C. The parties have established a Site Operations Management Team as described in Exhibit K to assist in establishing a cooperative basis for resolving operational issues during construction. Operational issues shall frrst be reviewed by the Site Operation Management Teams, and if they are unable to resolve the issue, then it will be referred to the AOC. In addition, even if the Site Operations Management Teams does agree, any decision that affects construction schedule, cost, or scope shall be referred to the AOC for review and approval. The AOC is authorized to review and resolve all such disputes over WSF, Port, or Kitsap Transit operational problems related to construction activities prior to the initiation of formal dispute resolution through the ADR provisions in Article IX. The AOC's recommendations on operational issues shall be determined by a consensus of its membership, and shall be advisory to the parties. The AOC recommendations may include majority and minority reports to fully advise the BTC Policy Committee of the range of opinions on the dispute. -15- ~ RLG05H.DOC 98/06/02 D. In the event any party is dissatisfied with the AOC resolution of an issue, that party may, within ten (10) days of receipt of the decision of the AOC, request in writing that the BTC Policy Committee review the AOC decision. In the event the AOC cannot reach a majority consensus decision, or in the event a party is dissatisfied with its resolution, the BTC Policy Committee review shall be commenced as soon as practicable, but in no event later than ten (10) working days following receipt of the request for review. The BTC policy committee shall review all such issues and any recommendations from the AOC as to a consensus or preferred resolution, fully consider any written information and oral testimony submitted, including analysis of the impacts of the recommended resolution on partner agencies and shall reach a final decision by two-thirds (2/3) vote, which shall be binding upon the parties unless appealed to the ADR process provided in Article VIII or carried forward to litigation. The findings and recommendations of the AOC or the BTC Policy Committee and positions asserted by a party may be submitted in any subsequent ADR proceeding (but not litigation). VIII. DISPUTES If a claim or controversy under this Agreement is not resolved by the BTC Policy Committee, the parties shall attempt to resolve the dispute through a nonbinding, structured mediation procedure fashioned by the parties with the assistance of persons or organizations experienced in alternative dispute resolution ("ADR"). The ADR shall be initiated within thirty (30) days from the date of the written request unless extended by agreement of all parties concerned with the issue. The ADR procedures utilized for the mediation shall include the exchange of written claims and responses, with supporting information, at least seven (7) days prior to the actual mediation. The positions expressed and mediator's recommendations shall not be admissible as evidence in any subsequent legal proceeding. -16- ~:::~5 RLG05H.DOC 98106/02 IX. NON-DISCRIMINATION Subject to applicable laws or regulations, the parties to this Agreement agree that: (i) no person, on the grounds of race, color, creed, national origin, marital status, age, sex or the presence of any sensory, mental or physical handicap shall be denied the benefits of, or be otherwise unlawfully subjected to discrimination in access to and use of the BTC project improvements; (ii) in connection with the construction or installation of any such improvements, no such discrimination shall be practiced in the selection of employees or contractors, or by contractors in the selection and retention of their sub-contractors; and (iii) the parties hereto shall use the BTC project improvements in compliance with all other requirements imposed pursuant to any federal, state or municipal laws or regulations. The breach of any of the above non- discrimination covenants shall be a material act of default entitling any non-defaulting party to terminate this Agreement in accordance with the procedures set forth herein. X. ASSIGNMENT, SUBCONTRACTING No party to this Agreement shall assign, delegate or transfer this Agreement or the obligations incurred hereunder, in whole or in part, by operation of law or otherwise, or subcontract for the management or operation of the project improvements or parts thereof, without the prior written consent of the other parties to this Agreement, which approval shall not be unreasonably withheld. XI. INDEMNIFICATION By entering into this Agreement in the form of a Memorandum of Understanding, no party agrees to assume liability or responsibility for any action or omission of any other party. This Agreement shall not be construed to require any party to protect, hold harmless or defend any other party against claims, suits or actions arising from any act or omission or contractual or - 1 7- RLG05H.DOC 98/06/02 other liability of another party's employees, agents, performing under the terms of this Agreement. XII. mo contractors or other vendors while INSURANCE At its sole expense, each party to this Agreement shall keep its BTC project activities and operations continuously insured throughout the term of this Agreement against claims by each party's employees, agents, customers and invitees for personal injury or property damage, by an insurer licensed or approved to do business in Washington State; provided, if a party can substantiate that it is self-insured for the majority of such risks, it may provide the other parties with evidence of self-insurance. The insurance required herein shall be of the type and minimum amounts described in Paragraph B. below; provided, coverage in the stated minimum amounts shall not be construed to relieve any party hereto from liability in excess of such coverage. B. Each party to this Agreement shall provide, either separately or jointly with one or more of the other parties, where applicable the following insurance ( or self-insurance, if permitted herein) in the minimum amounts stated: 1. Commercial General Liability in the minimum amount of $1,000,000 combined single limit to include: Personal Injury (including death); Premises Operations; Products/Completed Operations; Blanket Contractual; Broad Form Property Damage; and Independent Contractors. 2. Comprehensive Automobile Liability in the amount of $1,000,000 combined single limit to include: Bodily Injury and Property Damage. 3. Workers' Compensation and Employer's Liability, as required by law. C. Any party contracting for work on the BTC shall require its on-site contractors to provide Longshore and Harbor Worker's Compensation insurance, as required by federal law and Pollution Liability Insurance, including environmental impairment liability endorsements, in the minimum amount of $1,000,000 per occurrence and $2,000,000 in aggregate, inclusive of legal defense costs. -18- RLGO5H.DOC 98106/02 D. Kitsap Transit shall procure builder's risk property insurance for the BTC Project components, including material and supplies at the site, storage offsite or while in transit, to the insurable value thereof. Such insurance shall include the interests of the Kitsap Transit, SLA, contractor, and subcontractors and shall cover the standard "all risk" perils. The deductible shall be determined and borne by Kitsap Transit except to the extent such loss is covered by the contractor or subcontractor liability insurance, or results from negligence or breach of the contract by the contractor or subcontractors. The contractor and subcontractors shall provide property insurance covering all property, owned by or in control of the contractor or subcontractors, which will not be incorporated into the BTC work, losses sustained by any third party, or delays. Such insurance shall cover "all risk" of physical loss, for the full replacement value of such property. The deductible therefor shall be determined and borne by the contractor. Property insurance shall be on an all-risk policy form and shall insure against the perils of fire and extended coverage and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, false-work, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements. E. In addition, during the design and construction of the BTC, Kitsap Transit shall procure, or require its contractor to procure, project insurance in conformance with Section 1.07.18 of the 1998 "Standard Specifications For Road, Bridge and Municipal Construction," published by the Washington State Department of Transportation ("WSDOT Standard Specifications"). The actual insurance coverage and values procured may exceed that specified in the WSDOT Standard Specifications. Such insurance shall also include the pollution liability coverage specified in Article XII C. above. F. Except for Workers' Compensation coverage, the insurance policy or policies required by this Section (or self-insurance, if permitted by this Article) shall name each of the other parties to this Agreement as an additional insured thereon. Such inclusion shall not create premium liability for any such additional insured. All parties shall have a reasonable amount of time to review, comment on, and approve the scope of insurance coverage secured for this - 19- .mos..~oc project prior to procurement. Insurance coverage for the BTC after construction shall be as specified in the project Operations and Maintenance Agreement. G. If commercial insurance is procured, the insurer(s) shall waive subrogation against the additional named insureds hereunder, and a cross liabilities endorsement shall be included in the insurance policy or policies required by this Article. The policy or policies shall be primary over any other valid and collectible insurance. H. The insurance policy or policies required by this Article (or self-insurance, if permitted by this Article) shall not be materially changed or canceled without at least forty-five (45) calendar days' prior written notice to the additional named insureds hereunder. Upon execution of this Agreement, each party hereto shall provide each of the other parties either (i) a certified copy of the insurance policy or policies, or a certificate of insurance evidencing such coverage; or (ii) if self-insured (as permitted herein), a statement of self-insurance guaranteeing the party's ability to provide the loss coverage required herein. XIII. ACCOUNTING PROCEDURES Each party to this Agreement shall make all its books, accounts and other records pertaining to this Agreement available for audit by any party hereto or by the state or federal government at all reasonable times during the term of this Agreement and for three (3) years after the BTC is completed; provided, if any litigation, claim or audit is started before the three (3) year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. XIV. NOTICE AND APPROVAL Whenever written notice is required to be given under this Agreement, it shall be given to the following respective addresses: -20- .~o~H.ooc .~o~ Washington State Ferries, Washington State Department of Transportation Coleman Dock - Pier 52 801 Alaskan Way Seattle, WA 98104 Attention: Terry McCarthy City of Bremerton 239 4th Street Bremerton, WA 98337 Attention: Lynn Horton Kitsap Transit 234 South Wycoff Bremerton, WA 98312 Attention: Dick Hayes Sinclair Landing Association P. O. Box 29 Bremerton, WA 98337 Attention: Robert Schneidler Port of Bremerton 8850 SW Highway 3 Port Orchard, WA 98367 Attention: Richard Brandenburg or to such other respective addresses as either party may hereafter designate in v~xiting. Notice sent by mail shall be deemed to have been given three (3) calendar days after proper mailing, and the postmark affixed by the United States Post Office shall be conclusive evidence of the date of mailing. Approvals, where required by this Agreement, shall be effective in the same manner. XV. TERMINATION A. In the event any party shall fail to perform, keep or observe any term, covenant, agreement or condition contained in this Agreement and any such failure shall remain unremedied for sixty (60) days after written notification thereof shall have been given by any party to the non-performing party, the non-performing party shall be in default under this Agreement; provided, however, that if the default is of such a nature that it is not susceptible of cure within sixty (60) days and if the non-performing party commences to cure the default within said sixty (60) day period, the non-performing party shall not be in default under this Agreement so long as it is diligently prosecuting said cure to completion. From and after the date of such default, the other parties shall have, in addition to any other rights or remedies available under this Agreement or otherwise available at law or equity, an action for actual damages (including -21 - R~c, os..ooc 9~o~2 reasonable attorneys' fees and costs) or the right to demand and have specific performance of this Agreement, and an injunction or order to compel the defaulting party to observe or perform its covenants and obligations hereunder. B. Notwithstanding the above, a party shall not be in default if its failure under the Agreement results from: (1)determination to act or defer action in the good faith and lawful exercise of police powers or legislative discretion or acting pursuant to state statutory or constitutional requirements by a local and state government or agency party which is explained in writing to the other parties; or (2) a determination to act or to defer action by SLA in the good faith and lawful exercise of its corporate powers. C. Notwithstanding any provision of this Agreement to the contrary, (1)the rights and remedies of the parties to this Agreement, whether provided by law or this Agreement, shall be cumulative, and the exercise by any party of any one or more of such remedies shall not preclude the exercise by it, at the same time or different times, of any other such remedies for the same default or breach by the other parties; and (2) consequential damages and damages which are speculative or remote are not recoverable under this Agreement even if such damages would otherwise be available under law or equity. D. No waiver made by any party with respect to the performance, or manner or time thereof, of any obligation of any other party or any condition to its obligations under this Agreement shall be considered a waiver of any other obligation of any other party. No such waiver shall be valid unless it shall be made in writing duly signed by the party waiving the right or rights. XVI. SEVERABILITY If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to -22- RLG05H.DOC 98/06/02 '7( which it held invalid or unenforceable, shall not be affected thereby and shall continue in full force and effect. XVII. LEGAL RELATIONS No liability shall attach to any of the parties by reason of entering into this Agreement except as expressly provided herein. Nothing in this Agreement shall be deemed to create any legal relationship with persons or entities not a party to this Agreement, and no such person or entity shall have a cause of action or claim for damages because of provisions in or reliance upon this Agreement. XVIII. GOVERNING LAW This Agreement shall be deemed to be made in the County of Kitsap, State of Washington, and the legal rights and obligations of the parties shall be determined in accordance with the laws of the State of Washington. All legal actions in connection with this Agreement shall be brought in the County of Kitsap, State of Washington except legal actions brought by or against WSF shall be brought and maintained in Thurston County. XIX. ENTIRE AGREEMENT/AMENDMENTS This Agreement constitutes the entke agreement between the parties relative to the subject matter herein. There are no terms, obligations, covenants or conditions other than those contained herein. No modification or amendment of this Agreement shall be valid and effective unless evidenced by an agreement in writing. XX. WSF SPECIFIC PROVISIONS A. The other parties expressly acknowledge and agree that WSF's rights under this Agreement to review, comment on, disapprove and/or accept designs, plans specifications, work plans, construction, equipment installation (A) exist solely for the benefit and protection of WSF; -23- Rt. GO5H.DOC 98/06/02 7,7l- (B) do not create or impose upon WSF any standard or duty. of care toward the other parties, all of which are hereby disclaimed; (C) may not be relied upon by the other parties in determining whether the other parties have satisfied any and all applicable standards and requirements; and (D) may not be asserted, nor may WSF's exercise or failure to exercise any such rights be asserted, against WSF by the other parties as a defense, legal or equitable, to the other parties' obligations to fulfill such standards and requirements and regardless of any acceptance of work by WSF. B. The other parties expressly acknowledge and agree that this Agreement is not a legally binding contract on WSF but rather, as to WSF, a written statement outlining the understanding of the parties that will serve as the basis for future formal contracts including WSF. As such, the termination provisions contained in paragraph XV herein do not apply to WSF. It is expressly acknowledged and agreed that WSF may, without penalty or further liability, terminate this Agreement for any reason with thirty (30) days written notice to the other parties and that the other parties reserve a similar right as to WSF. IN WITNESS WHEREOF, the parties hereto, and by their duly authorized representatives, have executed this Agreement as of the day and year first above written. WASHINGTON STATE FERRIES, Washington State Department of Transportation By: Paul Green Director Date: Approved as to form for Washington Ferries By: Assistant Attorney General Date: State CITY OF BREMERTON By: Lynn, Horton, Mayor Date: Attest for City of Bremerton By: Date: KITSAP TRANSIT By: Richard Hayes, Executive Director Date: PORT OF BREMERTON By: Richard Brandenburg, Executive Director Date: Attest for Kitsap Transit By: Date: Attest for Port of Bremerton By: Date: SINCLAIR LANDING ASSOCIATION By: Robert Schneidler, Chair Date: Attest for Sinclair Landing Association By: Date: -25- RLGO5H.DOC 98,/06~02 EXHIBITS F. G. H. I. J. K. Plan View Document and Project Overview Narrative describing entire Sinclair Landing Project. Narrative describing Bremerton Transportation Center Development (with overhead loading/passenger loading component as initial construction activity and identifying Phases A, B and C). BTC Real Property and Air Rights Allocation Plan. FTA April 4, 1997 Letter Re: Procurement Issues on Bremerton Waterfront Redevelopment and Intermodal Terminal Project. BTC Financing Plan. BTC Operations and Maintenance Agreement. City Provided Property and Schedule. General Development Schedule for Sinclair Landing Project. Quality Assurance and Construction Management Plan. BTC Project Management Organization and Process BTC Change Order Process -26- RLG05H.DOC 98/06/02 75' Exhibit A Project Overview Sinclair Landing is a major waterfront re-development project in downtown Bremerton. It encompasses 1.2 million square feet; from the waterfront to Pacific Avenue, from the Puget Sound Naval Shipyard to Fourth Street. Significant new public facilities will support $160+ million of private development. The Planned Unit Development (P.U.D.) permit for the project was granted by the City of Bremerton in March, 1997. Transportation linkage is the key public investment in the project. The multi-modal Bremerton Transportation Center, scheduled to open tn 1998, will provide ferry, bus, bicycle, and pedestrian services. Expanded fast passenger only ferry service Bremerton~Seattle is scheduled to begin early 1998, as well as a 30% increase in car capacity scheduled for year 2000. New parking garages will accommodate foot ferry passengers and visitors. The private development will include a mixed use urban center; with office space, residential condominiums, hotel, entertainment (cinemas, museums and restaurants), meeting space and retail. The project developer expects to construct approximately sixteen buildings and remodel two. In addition, the Port of Bremerton anticipates expansion of the Bremerton marina. The Sinclair Landing re-development project is being coordinated by the Sinclair Landing Association, a non-profit corporation formed by the public/private partnership of Kitsap Transit, the City ofBremerton, Kitsap County, the Port of Bremerton, The Commercial Group, L.L.C. and the Howard S. Wright Construction Company. Attached is the Project Site Map approved by the City of £remerton as part of the P. U.D. permit. Exhibit B Bremerton Transportation Center The Bremerton Transportation Center has three phases with the following components: Phase A: · · · · · · · · Passenger-Only Ferry Facility Temporary POF facilities during construction of the new facility. Demolition of the 1st St. Dock. Removal of the existing 1st St. bulkhead and fill material. Construction of an extension of the WSF concrete pier for POF gangway access. Installation of a new inboard float for private ferry operations and passenger access. Installation of a new outboard POF float for WSF operations. A passenger gangway from the pier to the inboard float for general access. A circulation & waiting area over the inboard to the outboard float for WSF passenger access. Associated transfer spans, fender systems, anchors, utilities, services and amenities. Phase B: Intermodal Terminal Improvements · Temporary terminal facilities for KT and WSF transit and ferry passengers. · Temporary office facilities for KT terminal staff. · Interim office facilities for WSF terminal staff, to remain until completion of Phase C. · Demolition of the existing terminal building and pedestrian bridge. · Demolition of four existing private buildings (demolition of the 5th building is by the City). · Necessary removal and/or partial demolition of portions of existing sitework and utilities. · . Construction of an elevated Terminal building connecting the lower and upper levels. · Connection of the Terminal building to the WSF overhead passenger loading facility. · Construction of an elevated Transit Deck providing bus access to the Terminal building. · Construction of a HOV parking structure under portions of the Transit Deck. · Construction of a development pad (only) for a Commuter Retail building over the garage. · Construction of on-grade transit access lanes and passenger loading areas. · Construction of auto ferry holding area improvements including intedm toll booths. · Associated pedestrian circulation areas, Wff. Park improvements, utilities, services and amenities Phase C: Terminal Entrance Improvements · Construction of replacement facilities for the PSNS functions being relocated. · Demolition of the existing PSNS Police building and related foundations and sitework. · Re-creation of Wycoff Park. · Construction of new transit access lanes from the terminal to Pacific Avenue. · Construction of a new WSF auto/truck entrance and toll plaza from Pacific Avenue. · Construction of new toll booths. · Construction of a new WSF Agent's Office. · Construction of a Kiss & Ride auto circulation and passenger loading area. · Associated pedestrian circulation areas, utilities, services and amenities. Phase A and B are planned to be constructed concurrently. Phase A will be delivered and put into service ahead of Phase B. The start of Phase C is pending funding. Refer to the Prog.ram documents for Kitsap Transit and Washington State Ferries dated 05 Dec 97. Exhibit C Real Property and Air Rights Allocation Plan Exhibit C- Real Property and Air Rights Allocation Plan is a blue print plan, RP 104, that has not been finalized. Copies will be distributed when it is final. 77 Bremerton Transportation Center 17 Aug 98 Exhibit numbers for legal description and revised text for legal descriptions Exhibit No. Title --~ Washington State Ferries Ownership Phase NB /_2 Washington State Ferries Ownership Phase C Kitsap Transit Ownership "Southwest Portion" Phase NB Kitsap Transit Ownership "Southwest Portion" Phase C Kitsap Transit Ownership "Northeast Portion" Phase AJB Kitsap Transit Ownership "Northeast Portion' Phase C Kitsap Transit and WSF Shared Use Area Phase AJB Kitsap Transit and WSF Shared Use Area Phase C Kitsap Transit Air Rights Easement for Transit Deck Port of Bremerton Ownership at POF Facility WSF Ownership at POF Facility Pot[ of Bremerton and WSF Shared Use Area at POF Facility City of Bremerton Parking Lot Property Transferred to Kitsap Transit O~16 Kitsap Transit Easement from the City of Bremerton at the City Parking Lot PSNS Property Transferred to the City of Bremerton & from City to Kitsap Transit Washington Ave. Vacation Phase AJB Washington Ave. Vacation C~19 C,.,~21 Front (1 st) Street Vacation Phase NB Front (1 st) Street Vacation Alley Vacation (at WSF Holding Area) Alley Vacation ~,~ Phase C ~_ ~.~ .~,~j~,, C I Text modifications: General: Add "Bremerton Transportation Center" to the title block of each sheet Update the date on each sheet C,~'10: That portion of the Passenger-Only Ferry facility seaward of the Inner Harbor Line (bounded on the north and south by extensions of the 1st Street ROW lines to the pier face) and portions of the over water structure to include the gangway access pier; access trestle; main gangway; stairs and elevator on the inboard float; lower level of the inboard float; lower level pedestrian areas of the outboard float; lower level gangways between the inboard and outboard floats; lower level gangway between the outboard float and the floating breakwater; all remaining portions of the floating breakwater. These properties overlie State Department of Natural Resources ownership. Revisions to drawing: Do not shade the arrow shaped center and stem portions of the outboard float (including all three points of the arrow head and the shaft of the arrow). Also, the east edge line of the shoreward pier south of the gangway access trestle is the wrong shape - the line of the east edge of the WSF pier (to the south) continues northward to intersect with the south edge line of the gangway trestle. ~'/~11: That portion of the Passenger-Only Ferry facility consisting of the upper level of the inboard float(including walls and roof but excluding the elevator and the stairway to the lower level), and the upper level gangway between the inboard float and the outboard float, and the upper level passenger deck areas of the outboard float (including WSF vessel boarding equipment, and stairs and ladders to lower levels), and the mid level service areas of the outboard float (including WSF vessel fender systems and cleats). Revisions to the drawings: Combine the drawing for the inboard float and the outboard float. At the inboard float, do not shade the elevator. At the outboard float also shade the balance of the bow load. lng ramp onto the vessel and the stern loading ramp onto the vessel. Make same revision to pier as~10. C ¢..t12: That portion of the Passenger-Only Ferry facilities consisting of all passenger areas seaward of the Inner Harbor Line on the gangway access pier (bounded by extensions of the 1st Street ROW on the north and south), passenger areas on the access trestle and the main gangway, and on the inboard float, passenger areas between the main gangway and the stairs and elevator. The latter is bounded on the south by a line extension from the south wall of the elevator shaft to the west edge of the upper level slab, and on the north by a line extension from the north edge of the stairway opening to the west edge of the upper level slab. Revisions to the drawing: Make the same revision to the pier asc/10. ~' t ~ Pararnetrlx. FIRST STREE That portion of the Washington State Ferries property as shown on drawing RP102 revision dated 7/8/98 and as shown herein to be used as transit and paratransit lanes and as sidewalk. Transit lane and sidewalk to extend up the transit ramp, terminating at the end wall of the ramp. FILE: £XHI02 ClArE: 07/28/g8 0 .30 60 SCALE IN endp Exhibit ~.,-7 Kitsap Transit and Shared Use Area Phase A/B WSF SIOEWALK FIRST STREFT FERRY EXIT LANES ~/A SH],N G T.O bt' ~--S EE/t Parametrlx, Inc. That portion of the Washington State Ferries p,rc shown on drawing RP 104 revision shown herein to be used as transit and paratransit lanes and as sidewalk. Transit lane and sidewalk to extend up the transit ramp, terminating at the end wall of the ramp. This exhibit will supersede the exhibit entitled" Kitsap Transit and WSF Shared Use - Phase ArB" when the Phase C construction is completed. FIL~: [XNIO¢ OnlY: 07/28/98 0 30 60 SCALE IN FEET Exhibit ~ ~ Kitsap Transit and Shared Use Area Phase C WSF ( ~rti of e P F ~'~,:ml of the ~er harb~r l~e, ¢o~ed on ~e nc ~ h by ~e extensions of ~Fi~t S~eet ROW~ t0 ~e bu~ecd); ~d the po¢c of~ ov~ ~ater: ~cm . ~ to ~cludet ~an~ ~ces pier ~d a~c~ss tle~ ~ ~ ~ay s~c~'~; lower ~d smks~of ~e'l ,loWer level ~pedes~an wa .~ ~,.~ s~aces of floa~ lo~er level g~ays :n B float ~d ~ ~d all &~s~g floa~g s~c~e t.A-float~ / FLOAT ",gCCESS ACCESS TRESSEL ACCESS GANGWAY .% .¥ FLOAT A .:X O~IE: 07128198 0 30 60 SCALE IN FEET Exhibit Port of Bremerton Ownership at POF Facility That portion ~e~ff~POF facility on the inboard I~ ~loat 1//~ describ, ed/a~ all of the upper level except for the ele~and the stai~ay. ~ c FLOAT B FLOAT A ',ACCESS P~ER ACCESS TRESSEL ~,CCESS GANGWAY /- / <:. FILE: EX~PCFB OAT: 07/28/98 0 30 60 SCALE IN FEET Exhibit r.j~ "~ff. JjL... ;~ 7/~ WSF Ownership at ~/~_~ Inboard POF B Float TRESSEL That portion of d A- Floa ~t-that-port3ffn-owned-by-the-Port of Bremerton, t,o ./~v,..[ ~.¢,~ ~,u& ~,~ ;.,~¢r,~w~ ~,~s~ng~ d~ ~r~s ~d~'?~ ~' ' . .,'.~.. .,.- .,...'.. ~ FLOAT B FLOAT A ACCESS GANGWAY FILE: I~%NI~0F A 0A~: 07/25/g8 0 .30 60 SCALE IN FEET Exhibit ~_..~ ~4 -J70~('~,~14 WSF Ownership at Outboard POF A Float '/ CCESS ~at portion of ~~facilides to ~c~te all float ~e so~ elevato~ow~d no~ ~~ ~ ~e ~fion ff~e no~ stuff x ~ ~CCESS GANGWAY wallowed ~o~ on ~g ~v. ~ted 7/8/98 ~d ~ o FLOAT B FLOAT A -?×. FILE: ~XHPOFSHARED OAT[: 07/28/98 0 30 60 SCALE IN FEET Port of Bremerton and WSF Shared Use Area at POF Facilities / ,,',, easement to be Cetenmne&~x~d to vary to, suit the ex, sung and futtire conditions. Parametrlx. Inc. .... / 'L 1 --.. rtL[: £XHPKLOI DATE: 07/28/98 0 30 60 SCALE IN FEET Kitsap Transit Easement from The City of Bremerton at The City Parking Lot ,Jtl.L-29,-98 NED 11:22 PARN ~I× FAX NO. 3804' -96! PaOO 2 P. 02/02 DESCRIPTION O.F PSNS PARCEL th~ce ~len~ t~e no~ line of =~[d Bilk lQ ~nd Block 31, No~ ~52 W~t 268.43 feet to on inte~ct~en wl~ ~ ~ con~ to ~e n~st. ~e radius po~t of b~ in No~ ~'08'~" E~ IZ6.~ f~t; th~ce along s~d cu~ an arc die. ce of 186.69 f~t ~rou~h a c~ ongl~ of B4'55'2~'; thence S~ ~4'52' E~ 120.15 to the begfnnin~ of ~ 70 foot radius cu~e conca~ to 'the ~. ~~st~y ~g said ~ ~ arc distance .of f~ ~ou~h ~ c~ai ~ngle of 31~5'25' to ~e ~te~y bound~ of the Puget ~und Na~ ~ip~rd ~s ~own on ~ Eecor~ of ~1~ in Volume ~1 of S~ ~ P~ges 205 though 215; th~ce ~[ong so~ ~t~ly bound~ No~ 38'47'59' West 21.29 feet to int~tion o~ ~e no~w~y m~gin of said Washingt~ A~ue ~nd ~e w~ margin of an alle~ ~ce along ~id w~ margin No~h 01'~'Oa' ~S~ 1~.5~ f~t [o ~e point of Parametrix Inc. That portion of Washington Avenue within the Plot of the Town of Bremerton, as recorded in Volume 2 of Plats on Page 30, records of Kitsap County, Washington, bounded on the west by the easterly line of the Puget Sound Naval Shipyard os surveyed in 1994 and recorded in Volume 4-1 of Surveys on Pages 205 through 2t5 and bounded on the east by the centerline of Front Street extended east to the northwest line of Block 2 of said Plat. F'IL~.: K: ~Wcl~;n~ton Av~\w~-Ph=3e A/~ OA~E: 7/30/98 0 30 60 SCALE IN FEET EXHIBIT ~I~ WASHINGTON AVENUE VACATION PHASE A/B P[ir[imetrJx Inc. BLOCK 9 FACE OF CURB I // / FRONT STREET.,/ ~ That portion of Washington Avenue within the Plat of the Town of Bremerton, as recorded in Volume 2 of Plats on Page 30, records of Kitsap County, Washington, bounded on the south by the centerline of Front Street extended east to the northwest line of Block 2 of said Plat and bounded on the north by the easterly extension of the north face of curb of Front Street, which is 12.3 feet south of and parallel with the north margin of Front Street, to said northwest line of Block 2. LrlL,(: K: ~Wasrdnc~to~ Ave~Wo~--Ph~sa C OA~:; 7/30/98 0 30 60 SCALE IN FEET EXHIBIT WASHINGTON AVENUE VACATION PHASE C Parametrix Inc. FI (FRONT STR That portion of Front Street within the Plat of the Town of Bremerton, as recorded in Volume 2 of Plats on Page 30, records of Kitsap County, Washington, between the southeasterly margin of Washington Avenue and the inner harbor line. AND The south half of Front Street within the Plat of the Town of Bremerton, as recorded in Volume 2 of Plats on Page 30, records of Kitsap County, Washington, between the northwesterly margin of Washington Avenue and the north extension of the east margin of the alley in Block 10 of said Plat. I I l--1 ¢51 FRONTpHASE A/B(1ST) o ~o 6o SCALE IN FEET STREET VACATION _ _ Parametrix Inc. BLOCK 9 FACE OF CURB t.© FRONT STREET ,¢. t 0 o -12.3' That portion of Front Street within the Plat of the Town of Bremerton, as recorded in Volume 2 of Plats on Page 30, records of Kitsap County, Washington, between the east margin of Pacific Avenue and the northwesterly margin of Washington Avenue and bounded on the north by the north face of curb of Front Street which is 12.3 feet south of and parallel with the north margin of Front Street and bounded on the south by the south margin of Front Street. EXCEPT the south half of Front Street lying between the northwesterly margin of Washington Avenue and the north extension of the east margin of the alley in Block 10 of said Plat. FILE: ~(:~Wr~.~t~ Av~\£ront-Phasa C OAT~: 7/~0/9B 0 30 60 SCALE IN FEET EXHIBIT /:::1 FRONT (1ST) STREET VACATION PHASE C ~' % · ,[ That porb'on ora fourteen (14) foot wide alley within the Plat of the Town of Bremerton, as recorded in Volume 2 of Plats on Page 30, records of Kitsap County, .Washington, adjoining the southeast line of Block 'I of said Plat and lying between the southwest margin of Front Street and the easterly line of the Puget Sound Naval Shipyard, ~etrlx, Inc.  Alley Vacation ~' ?..~ (at WSF Holding Area) // / / 1 1 / J\ / / J / / / 1 / / / ! ? / Pararnetdx JnCo Alley Vacation The fourteen (14) foot wide alley within Block 10 of the Plat of the Town of Bremerton, as recorded in Volume 2 of Plats on Page 30, records of Kitsap County, . Washinglon. 0 15 t0 SCALE iN FEET Exhibit ~.,~"J Alley Vacation (Phase' C) '~ U.S. Delm~me~ M TrlnJ~oQrt~tlon Federal Trtns~t AdminMtTi'Uon REOIOH X Exhibit D Re: Procurement Ismes on Bremm. ton Waterfront R~levelopment nnd Intermodsl Termin~ Project We have rev/ewed your lcRers of May 20,1996, ]une 6, 1996, Jarmary 31, 1997 and your August 26, 1996 l~ant applicalion on the Bremcrton Transpomuion Center (BTC) loint Development lh'oject and have the following comments related to ~ project's compliance with Fed~a[ We concur that the prooarement process outlined in IGuap Transits (X.T) Attachmemts ~, B, C and D ~your Ianua~' 3 I, 199'7 let~r (the Auachmen~ are hereby m~e a psl't of this letter) complies with feds'al procurement guidelines. We agree th~ this project has to have continuity in both design end construction in Order Io succeed. We hav~ one ecmcern on your proposed subconU~ing process out. ii.ned in ~ B. Under i*,~m 5 you sine "HSW (I-Ioward $. Wright) will award the bid to IoWes~ compllam and responsive bidder, u~less no bidder is within the cost parsmeters establisl~d by KTs cost estimation process. Hno bids are received that a:¢ within $% of the con es6ma~, HSW would have ~e option of negotlailng wi~h the low bidder or, ifHSW didn't bid on that element, assuming responsibility for that segment with its own As s sugg~tion, KT should consider the following sts. tement in the Reque~ for Bid (RFB) or a saiUble ~ance thereof in place or'the above referenced st&tem~nt; "If no bidder comes within 5% of our cost es*dmate on this Kequest for Bid, we r~serve the fight to negotiate direcdy with the lowest responslw end respons~le bidder~." This clause will disclose the terms of award to ~I bidders. The off~ror must define the bid range for the negotiation process. The range may azart with the lowest respons, ive and responsible bidder and if agreement can't be reached, an option must remain to proc~d to th~ next lowest responsive ·nd re.vponn'ble bidder, or negotiation could be done atthe same time with the lowest range of bidders. This procedure remihs in · conversion of the RFB to an ]L,vP CRequest for Proposal). 2'he RFP evaluation criteria become~ the lowest responsive and respons~le bidder and the P. FB process eliminates the highest bidders. We caution you to not state the criteria so that you are left with no bidder with whom to negotiate. Page 1 of 2 Also, in accordance with 4220. ID, Kltsap Transit must maintain a contract administration s~tem that ensures contractors perform ~ accordance w~th thc terms, conditions, and specifications of their contr~c~ or purchase orders. Ii'we can be of farther assistance lo you or if you have question~ regarding this letter, please contact Pat Hendrix on my staff at (206') 220-4a65. Sincerely, Helen Knoll Regional Adminis:rator Enclosure cc: Mr. Terry McCarthy, Washin~on Sate Ferry. System Attackments: A. Justification for public/private, design-baild, financed, turnkey process in development of a Bremerton Transportation Center and the redevelopment of adjacent areas in the downtown Brcmerton urban renewal zone B. Definition of Solicitation Process for Sub-contracts. C. Guaranteed Maximum Price D. Assessment Criteria R:~ A'r A'402N~ RL"¢~ R O~ b'REd~H'~ ,cP .L $AM Page 2 of 2 ATTACHMENT A }USTIYlCATION FOR PUBLIC/PRIVATE, DESIGN-BUILD, FINANCED., TURNKEY PROCESS IN DEVELOPMENT OF A BP~MERTON TKANSPOKTATION CENTEK AND THE REDEVELOPMENT OF ADJACENT AKEAS IN THE DOWNTOWN BKEMERTON URBAN RENEWAL ZONE The process proposed for the tasks outlined in the beading above is quite coml~li~ted but is necks_ sary to provide proper prote~ion to the public while also accomplishing a very complicated facility and downtown redevelopment. The process, as a purchn~ing proce~lure, includes ~hzee primary s~eps designed to keep the inter~ oftbe main federal a~d state procedural rules. The steps are as follows: 1. A request for proposals process for a publiedprivat~, design-build, turnkey effort was made available to major construction and development firms, not jus~ throughout the Puget Sound region but in fact nationwide. This process, which followed the standards of applicable laws, led to the solomon of Fletcher Wright as the developer- contractor. 2. m formal bid by Fletcher Wright, now Howard S. Wright, and its design and development team will submit a Gross Maximum Price design-build proposal at the 60% design level. The 60% design level v-ill follow negotiation of thc design review elements, operations/maimenance agreements, quality assurance, warranties, and temporary construction facilities, and it includes determination of one complete set of plans, specifications, and contract provisions. This bid will be a closed bid against the formal estimate prepared by Kitsap Transit (KT) for this same 60% design level. Howard S. Wright musl, absent any knovdedge of what the estimate is, arrive a~ a lower cost proposal to remain in the' role of developer-contractor. 3. Bidding out by Howard S. Wright, fi.the firm succeeds in step two above, of 75Vo of total costs of~he construction projea. Standard gore .inmont bidding procedures, as described in FTA Circular z~220, will be utilized by Howard S. Wright under the supervision of city and transit representatives from the construction management team. 4. Finally, KT will conduct a review of the total cost of the development, design and construction process and compare this process to the total cost of the project conducted in the classical government approach of 100% design, then build a~ a separate project bom the other governmental and private elements. This analysis will include, as a cost on the side of the proposed project, the finaocing expenses as well as the direct design, development, and construction costs to be incurred by KT. KT believes that this process, in and of itself, provides essentially the same protection to the public, in tet'ms of proper use of public funds, as the standard governmental project development and procurement process. But it also allows for the development of much more substantial and much more integrated project than would ever be possible otherwise. In addition, we betieve it will prove to be more cost-effective. pag~ Beyond the protections built into the process, there are three primary reasons why such a process is necessary for this particular project. They arc as follows Multi. Agency. Multi-Panner Issues The number and mixture of private and public agencies involved in this process would make a standard construction process so difficult as to be doomed to failure fi.om the beginning. On the governmental side, there are four local governments with spec/tic project dements involved; the City ofBremerton, Kitsap Transit, the Port of Bremerton a~d thc Washh~ton State Feints. All four have different boards of directors, different advisory groups, different budgeting processes and funding sources, ~ dLfferem interests in this project. On the public side, even in a phase one, there are two distinct non-public project elements. The first is the commuter services retail corridor, which is entirely within the transportation center above two floors of parking garage and below two fl~rs of public agency o~ice space. The second is a minimum of two full blocks of commercial development adjacent and to the north of' Iht transit center which is the full-scale, mixed.use development including office space, restaur~ts and other kinds of shops and some moderate-rise residential, ail atop aa extension of the parking garage mentionexi ca,flier as also a part of the tra~spormion center. There is no way that this number of tiLt'trent entities could reach agreement on a project and bid it out, using standard governmental processes, wi~out radically increasing both the time and cos~ ortho entire project, if they could do it at aLI. This new process, znd the use ufa non-profit imermediary; ~he Sinclair Landbg Association (SLA), is recommended as the only effective way a project of such scale a~d complexity can be realized. ?ann~.~g Risks The process requires both public and private agencies to make substantial hxvestments in design, pre-design and pre-construction activities, which cannot be reasonably recouped without some sort of process which gives lbo privaze developer-contractor firm a right to proceed fi'om the design phase through to acm~ construction. PubLic agencies alone have made an/nves~ment in the range of several hun&ed thousand dollars, but the private i~vestment to reach the point of the 60% design and bid-out poLm, is reasonably expectext to be well in excess of a million dollars for the entire Sinclair Landing design, only about $500,000 of which can be recouped by public grant funding for design services. The firms in question are aware of the risk a~d are willing to assume that risk, but not if the project has to be completely and openly bid mt to all intereste~ panics at the 60% design level. The process must provide some priori~' ~o the finn that assumes the risk tbs! is essential ~o real/zing the project to a biddable point. Design Continuity and Constru~tability The project has, in addition to a multiplicity of partners, its own internal construction complexity. A~ a result, it has a prevail/n8 need for continuity in both design and construction. The project involves a major public facility, the Bremenon Transportation Center (BTC), with a private element built into the he. an of it It also involves sharing a parking garage. To develop the full potential of the transportation and economic development opportunities, the BTC has to fully integrate the private element of the commuter retail, the parking garage and the adjacent private mixed-use development, from traffic patterns to design treatments~ into a single funciional entity. In addition, there are enormous advantases in having a s~n~le finn complete the design and construct the entire package, from both cost-control and a project-management points of view. In particular, the major necessity to keep both ferry sad bus passenger service operatin§ during this entire construction phase, maJces a fully integrated construction process imperative. ATI'AC~ B Definition of Solicitation Process for Sub-contracts Az the second element o£the process designed to insure the public that they axe receiving fair value for their dollar, Kit~ap Transit is proposing that Howard S. Wright (I-!SW) out 75% of the construction contract through a process similar to aloc. M government bid process. This process, which HSW has agreed to in writing, shall proceed as foUows: 1. Irt the cost estimating for the overall proj~t, sub-elements ere pricext that correspond to biddable subcontracts. :2. HSW will develop a specification for each ofthese subcontract elements, inetuding FTA clauses end certifications. Kit,sap Tr~sit-(KT) will review and approve that specification. 3. HSW will advertise the specification with a firm deadline to an approved list of local and regional subcontractors, which will be developed in advance with KT's ~sistance and verified by same. 4. Bidders will respond to the HSW offer by a set date ~d time, and at that date and time, the agency oversight committee (led by Kitsap Transit), along HSW representatives, will review the bids for compliance ~d responsiveness. 5. HSW will sward the bid to lowest compliant and responsive bidder, unless no bidder is within the cost pareaneters established by KT's cost estimation process, ffno bids axe received that are within 5% of the cost estimate, HSW would have the option of negotiating with the low bidder or, i.f HSW didn't bid on that element, assuming responsibility for that segment with its own g'orkforce. While this provides additional work ibr both Howard S. Wright and the agency oversight committee, it provides the greatest assur~tnces to the public and to other bidders that the spirit of the law is being observed here. .~tad:m~ct~t B: l)¢£mitio~ ol'S~l~i~tio~ Pr°'ees~ fa' S~cI.L ~l.~p Tr~,x4t ATrACItMENT C GUARANTEED MAXIMUM PRICE Following up on discussion with FleA officials on Jan. 15, Kitsap Transit (KT) has refined the method by which h would'establish and .compare the Howard S. Wright (HSW) guaranteed maximum price (GMP) with KT's overall cos~ estimaxe for the project. The changes are designed to ensure an arms-length relationship betwee~ HSW in its bidding and KT ia the position of'the agency awarding the GMP contract. Fixst of all,/CT must insure that HSW does not know the final total estimated cos~ it is using as the c. omparison bench.marL in advance of submission of its GMP. The city and KT must develop a percentage standard of deviation by which IqSW's bid must beat its cost estimate; this is defined as 2%. This percentage standard of deviation is suffi,:ient to ensure that a normal level of expected variation m estimating is not responsible HSW's price being higher than the true GMP. Ianuary 31, 199'7 Hde~ ~ Regional Administrator - Red/on X Federal Transit Administration 915 Second Avenue Federal Building. Suhe 3142 Seattle, WA 98174-1002 Dear Ms. Knoll, This letter follows up on thc prdiminary responses dated Jan. 14,1997 and our discussions of'that docum~t on the 15~' o£$anuary. Four issues arc addressed in this letter, with the first and probably most im,r~:)rtant bei~8 a justifi¢&tion for the proposed procurement process. It is provided aa Attachment A_ Following up on that statement and further del-ming key elements within it are two items; Definition of Solicitation Process for Sub- contracts and I descfipfioo of the guaranteed maximum price process (GMY); they are Attachments B and C. l:inRlly, you requested the u~ssment ~iteria that we used to m~ke our determia~on initially as to who would be selected es the development team. The assesm'~ent cr/teria were inctuded in-the Solicitation document and I h~ve provided, as Attachment D, the page fi'om t~ document that spelled out those crheria. We had promised you a 1997 six-year plan, which We're in the process of'developing sad which will demonstrate the agency's ability to support this process, and we will provide that to you trader separate cover sometime around the end of February. It is aa element of our six-year TDP sod it has to be dr'eloped in concert with the rest of that documem, so it's/mportant to take the time with it that ii deserves. We will be using a $4 m/Il/on total local agency cost as the bas/s for thc cost of the project, ia the finandal portions of the TDP, just to be aa safe u poss~'ble, evext though we do, at tbJs juncture, expect to be able to keep the agency's local contribution to the $2 million ori~nnily envisioned. We had also promised to obtain the assistance of our SLA 6nancial consultants, the firm of Gardiner & Clancy from Pordand. Ore. on this topic and we have several work sessions set up with them over the nc:ct two weeks as part o£the final review of the SLA development team. If there are any other questions or items which you fecal uking about or thsi we may have promi~/, please feel free to call. [ will be calling Pat Hendricks about this set of proposals when I return from the APTA Legal Seminar on Wednesday ofne_~ week. 1Uc~rd Id. Jltye% Khaap Trmsi~ h~uar7 3 I. 1997 Thank you for your support md interest in this project. While it's an undertaking of amnzing scope and comple~',ity, it continues to go well and we very much appreciate your assistance. Sincerely, Pdchard M. Hayes Executive DirecXor RMH/ckb cc: Pa~ Hendricks Bill Fort Kir~d Kt H~ym, Kitsa~, T~n.it $asu~' 1~. 1997 J? Exhibit E Bremerton Transportation Center Public Funding Portfolio G~ant name J t -Origin Phase Requirements in Total Award 1997/98 1998 1999 ;Draw down date" A , B C ! TOTALi Kitsap Transit 01 4,000,0001 0 4,000,000 Local Contribution/Bond Issue ~4,000,000 Federal HUDIInterlocal Agmt $80,000 i ', immediately [ City SR304 01 300,000 382,000i 682,000 Federal Hwy. & State TIB $682,000 immediately w/CN of street WS F Budget '96 446,762 1,001,238 0 [ 1,448,000 State Legislature! ' $1,448,000 3/1198! CPSPTA '95 229,000 0 01 229,000 State TIB' $229,000 expended j CPSPTA '96 730,000 0 0 730,000 State TIB $730,000 expended -CPSPTA'97 2,036,580! 1,233,420 0 3,270,000 State TIB ................... $~.270 000 ............................. immechate upon CN phase i STP (U) 171,000~ 0 0i 171,000 Federal FTA $171,000 3/1/98 STP (E) 24,500 0 0j 24,500 Federal FTA $24,500 3/1/98 STP (C)__ 0 4,500,000 0 4,500,000J Federal FT/~ $4,500,000 3/1/98 * Funds are drawable from 3rd parties at time of project delivery. ' / {~ 7 '" Note: City and Port of Bremerton property vacations are not calculated for cash flow analysis. Prepared by:. W. Clark 3/4/98 Page 1 Bremerton Transportation Center Public Funding Portfolio Grant name Origin Phase Requirements in Total Award Draw down date * A B I C TOTAL Sect. 3 '97Federal FTA 1,629,272i{~ 355,728 .. 0 1,985,000 $1,9§5,000 Federal FTA $1,000,0O0 Sect. 3 455,000i 01 0j 455,000 Federal FTA (WSF origin) ' $455,000 311/98 , Sect. 9 Fixed Guideway 5,337,000 0j , 0 5,337,000 Federal FTA (WSF origin) $5,337,000 _ Sect. 3 '99Federal FI'A 0 2,000,000 i 01 2,000,000 - $2,oo0,0o0 11/30/98 }J, Sect. 3 '00 0 1,704,404 295,596 2,0o0,000 Federal FTA $2,0O0,000 11/30/99 Sect. 3 '01 0~ 01. 1,000,000J 1,000,O00 'J Federal FTA 11/30/0~ ........ TOTAL Funds Available 11,139,1141 15,004,790[ 1,ST?,$951 28,911,$00 TOTAL Funds Roquiro~ 16,094,790! 5,266,965 32,500,86~ (shortfall) 0 1 0 -3,589,369 -3, 589, 369 WSF Washington State Fern/ J A Passenger-Only Ferry 'CPSPTA Cenl~al Puget Sound Public Transportation Account Terminal! STP Surface Transportation Program J B Transit Deck and Passenger HUD Housing and Urban Development Concourse TIB Transportation Improvement Board C Modified Pacific Avenue =TA Federal Transit Adminis~'afion · * KT to Borrow Short-term Pending Receipt of Grant Funds * Funds are drawable from 3rd parties at time of project delivery. Note: City and Port of Bremerton property vacations are not calculated for cash flow analysis. ,-// Prepared by: W. Clark 3/4/98 Page 2 k~O~IBIT F BREMERTON TRANSPORTATION CENTER OPERATIONS AND MAINTENANCE AGREEMENT NO. GCA 1207 TI:HS AGREEMENT, hereinafter called the "Agreement," is made and entered into this day of__, 1997, by and between the WASHINGTON STATE FERR1-ES, a division of the Washington State Department of Transportation, hereinafter called "WSF;" KITSAP TRANSIT, a public transportation benefit district, hereinafter called "KITSAP TRANSIT;" and the PORT OF BREMERTON, a Washington municipal corporation, hereinafter called the "PORT." WSF, Kitsap Transit and the Port shall hereinafter each be identified as a "Party," and shall be collectively called the "Parties." WHEREAS, pursuant to a Memorandum of Understanding executed in February, 1996, and amended in April, 1997, Kitsap Transit and the Sinclair Landing Association, hereinafter called the "SLA," in conjunction with Howard S. Wright Construction Co., the City of Bremertort, the Port, and Kitsap County, have been cooperatively pursuing an .integrated redevelopment of portions of the central waterfront of the City of Bremerton through a project commonly known as the "Sinclair Landing Project;" and WHEREAS, the Sinclair Landing Project is expected to include various public and private features including, but not limited to, an intermodal transportation center known as the Bremerton Transportation Center, hereinafter called the "BTC," to include transit, passenger-only and car ferry ~e~'vice, commuter retail facilities and similar features; and Wl:rF. REAS, the BTC will constitute the initial phase of the Sinclair Landing Project and will include common features, structures and functions with other components of the Sinclair Landing Project, such as parking garages, plazas and pedestrian esplanades, hill climbs and adjacent commercial and retail developmems; and WHEREAS, on February ,1998, WSF, Kitsap Transit, SLA, the City of Bremerton, and the Port entered into a second Memorandum of UnderStanding entitled the Sinclair Landing Memorandum of Understanding for Bremerton Transportation Center Development, (No. GCA ) hereinafter called the "MOU;" and WHEREAS, pursuant to Article II(B) of the MOU, the Parties committed themselves to negotiate in good faith a joint use, operations and maintenance agreement providing for the assignment of maintenance, operation, and security responsibilities throughout-the BTC, procedures for public announcements and advertising, rental and commercial management, risk allocation, modifications of the facility and other similar operational details pursuant to a general allocation of responsibilities attached to the M0U as Exhibit G; and WHEREAS, the Parties wish to satisfy their obligations under Article II(B) of the MOU by agreeing to distribute the responsibilities for use, operations, and maintenance of the BTC in the manner set forth in this O&M Agreement; and WHEREAS, the Parties have the authority to enter into this Agreement pursuant to Revised Code of Washington (RCW) Chapter 39.34; NOW T[IEREFORE, in consideration of the tel-ms, conditions, covenantg, and performances contained herein, or attached, incorporated and made a part hereof, the Parties agree as follows: L PROJECT DESCRIPTION AND DMSION OF BTC SPACE The BTC component of the Sinclair Landing Project will be an intermodal transportation facility ttiat will integrate land-based transit services, passenger-only and car ferry service, commuter retail facilities and other public access and plaza amenities. Construction of the BTC will be implemented in Subphases "A", "B" and "C" as described in Exhibit A, attached hereto and by this reference incorporated herein. Space within the BTC shall be allocated among Kitsap Transit, WSF, and the Port, or shall be designated as a common area, as set forth in the space plan shown on B attached hereto and by this reference incorporated herein. Responsibility for the operation and maintenance of all space within the BTC shall depend upon each area's' characterization under Exhibit B. 2 II. TERM This Agreement shall commence on the date written above, and shall remain in effect so long as the Parties use their allocated portions of the BTC for the purposes stated herein, unless terminated earlier pursuant to Article XXIII below. m. GOVERNANCE A. Joint Board. Pursuant to RCW 39.34.030(4), the Parties agree to establish a joint board, hereinaiSer called the i'Board" that shall be responsible for (i) the operation and maintenance of all common areas idemified in Exhibit B, and (ii) resolution of any disputes among the Parties regarding the. common areas. The Board shall be comprised of one representative from each of the Parties. If the Parties agree to expand the membership of the Board, each party shall continue to have one- third representation on the revised Board. The Board shall be chaired by the representatives from Kitsap Transit, the Port, and WSF in alternating years. The representative from Kitsap Transit shall chair the Board during the Board's first year of existence. In the event'that one Party is outvoted by the other two Parties on the Board, the aggrieved Party may appeal the Board decision through the ADR process set forth in Article XVII. The Board shall meet on a regularly scheduled basis to determine an annual operating budget and/or to schedule romine maintenance and special projects throughout the course of the year. The Board shall also be authorized to establish procedures for public, non-profit, and commercial uses of the common areas, rules for public conduct within such areas and general maintenance standards. Each Party shall pay a proportionate share of the Board's annual operations and maintenance costs pursuant to a formula established by the Board. IV. OPERATIONS AND MAINTENANCE RESPONSIBILITIES A. Common Area Responsibilities Unless otherwise specified in this Agreement, general maintenance of all common areas identified in the space plan attached as Exhibit B shall be performed by a building malmenance J:~,MIf',f~5~3~00.00g~:I.EANS. DOC 03:03 PM contractor hired by Kitsap Transit through the Kitsap Transit procurement process. The specifications and requirements for the building maintenance contract shall be defined and written by the Board, and the Board shall unanimously approve the contract prior to execution by Kitsap Transit. The building maintenance contractor shall, be responsible for all cleaning, general repair and replacement work, spill clean-up, utilities and equipment maintenance, landscaping in the common areas, as well as for all other work specifically set forth in the building maintenance contract. The maintenance costs for the common areas shall be borne by each Party in proportionate share as described in the formula set forth in Article III above. B. Individual Space Responsibilities. Unless otherwise specified in this Agreement, each Party shall be responsible for the operation and maintenance of the space it has been allocated in the space plan attached as Exhibit B and shall maintain such space in a clean, safe and attractive condition. Such responsibility shall include, but shall not be limited, to the following: (a) General cleaning, prompt minor repair and replacement; (b) General/non-hazardous spill clean-up; (c) Pavement maintenance. Each Party shall be responsible for sweeping,' cleaning, patching, repairing, striping, and snow removal on the paved areas of its component of the BTC. "Paved areas" shall include, but shall not be limited to, roadways, vehicle holding areas, and pedestrian walkways. (d) Landscaping. Each Party shall be responsible for any landscaping required on greenery or other plants maintained in its component of the BTC. (e) Equipment maintenance. Each Party shall be responsible'for repairing and maintaining equipment that occupies space within its component of the BTC. 4 A Party may enter into separate agreements with maintenance contractors, including the building maintenance contractor hired pursuant to Article IV.A above, for maintenance services for that Party's allocated space. Such costs shall be borne entirely by that contracting Party. C. Security. WSF shall act as the lead agency for coordinating security throughout the BTC. WSF shall work with the Washington State Patrol and the City of Bremerton, and shall arrange for the Washington State Patrol to assume lead responsibility for 24 hour site security at the BTC and the City of Bremerton to assume lead responsibility for' incidence response. WSF's coordination effort shall include the development of procedures describing in greater detail the particular security responsibilities of each entity. WSF shall submit such procedures to the Board for review. D. Utility_ Maintenance and Repairs. WSF shall have lead responsibility for coordinating the maintenance and repairs of utilities throughout the publicly owned portions of the BTC. In the event that work is required for common areas or on utilities affecting more than one Party, the costs of such maintenance and repair shall be borne by each affected Party in the proportionate share according to the formula set forth in Article II above. In the event, however, that utility work is required for the benefit of one Party, the costs of such maintenance and repair 'shall be borne solely by that affected Party. V, SPECIAL RESPONSIBILITIES. The following responsibilities are. allocated in the manner described below. The Parties recognize and acknowledge that new tasks and roles of responsibility will. become necessary in the future and agree to work together and with the Board to determine which Party is best suited for assUming the new area of responsibility. A. Storm Water 1. WSF shall apply for and maintain the necessary permits required to install, use and maintain oil water separators for the.entire BTC. Kitsap Transit shall clean the separators 5 regularly and shall provide to WSF all documentation necessary for WSF to maintain the permits described above. The cost of cleaning the separators shall be shared equally by WSF and Kitsap Transit. B. Telecommunications and Public Address Systems 1. Each Party shall design and install its own telecommunications system, and shall bear the entire cost of such design and installation. Each Party shall also pay the on-going operations and maintenance costs of its own system. WSF shall ensure that its telecommunications system provides public address capability throughout the BTC, and shall provide access to this Public address system to the other Parties at no charge. The other Parties shall be responsible, however, for acquiring all equipment necessary to access the public address system. 2. WSF shall design the static signage component of the communication system in accordance with the WSF standards manual. Kitsap Transit and the Port shall have the opportunity to review and approve the shoreside signage standards, which approval shall not be unreasonably withheld. 3. The communication system shall also include a community information posting program that will allow community groups to post information about events or activities in specified areas of the BTC. WSF shall administer this program in accordance with the apPropriate sections of the Kitsap Transit Rider Conduct Policy, WSF's statutory and regulatory procedures, and in cooperation with rules and procedures established by the Board. C. Newspaper Vending 1. WSF shall coordinate the design, installation, and maintenance of newspaper enclosures in the common areas of the BTC. WSF shall also coordinate the direct newspaper sales, if any, to customers in the vehicle holding area at the BTC. The Board shall determine 'whether newspaper vendors will be allowed to work in any other area of the BTC. Kitsap 6 *:7 03:03 Transit, however, shall not .permit newspaper vendors to work on the property for which it is responsible. D. Sales and Solicitation Policy The Parties shall work together with the Board to design, develop, and approve a set of policies governing sales and solicitation throughout the common areas of the BTC Each individual party shall establish its own policies governing sales and solicitation in its own allocated portion of the BTC to complement the policies developed for the common areas. E. Remote Review Video Monitoring System WSF shall design a remote review video camera and monitoring system for the entire BTC including subphases "A" and "B". WSF shall provide to Kitsap Transit the system specifications throughout the design process after consultation with the Port. Each Party shall have the option of installing equipment in its designated area to operate the system at its own expense. WSF shall bear the full costs of design, installation, operation and maintenance of those portions of the system used to monitor WSF's overhead loading structure. F. Bicycle Lockers KJtsap Transit shall coordinate the design and installation of bicycle lockers in specified areas of the BTC at its own expense. The Board shall determine the number of lockers to be installed as well as their locations. Operation and maintenance of the bicycle locker program shall be the responsibility ofKitsap Transit's customer service organization. Customer' fees and any revenue sharing shall be established by Kitsap Transit. G. Employee Parking WSF, Kitsap Transit, and the Port shall work together to establish policies governing the assignment of parking spaces for their employees. VI. USE AND CONTROL A. Use. Unless and until the Parties agree otherwise, the BTC shall be used as follows: IIX'- 03/lg~8 03:03 PM 1. The areas controlled by WSF, including but not limited to, the vessel docking facilities, vehicle and passenger staging areas, agent offices, and terminal operations staff facilities, shall be used for WSF's auto ferry and passenger-only ferry service. 2. The areas controlled by the Port, including but not limited to, the passenger-only vessel docking facility and passenger staging and loading areas, shall be used for Horluck Transportation's passenger-only service. 3. The areas controlled by Kitsap Transit, including but not limited to the transit staging areas, passenger staging and loading areas, and customer serv/ce office, shall be used for Kitsap Transit's bus service. 4. The breakwater dock controlled by the Port shall be used to protect the harbor area for the Bremerton waterfront between First Street and Second Street. 5. The boat moorage controlled by the Port shall be used as a public boat landing and moorage facility, provided that such use does not conflict with operation of WSF's passenger-only ferry service. No commercial or non-commercial activities in the common areas are authorized unless approved in advance by the Board. The Parties shall coordinate any commercial or non- commercial activities on their individually controlled areas so that such activities complement each other to the benefit of BTC customers. Furthermore, the Parties shall advise the Board of any propos6d use of individually controlled space that may adversely affect safety ancL/or operations at the BTC. This Agreement does not permit any use of the BTC that would interfere in any way with the ferry and transit oPerations at the BTC. B. Control. Each Party shall possess (i) continuous individual control over the use of its allocated space at the BTC identified in the space plan attached as Exhibit B, and (ii) continuous joint control over the common areas identified in Exhibit B. J:',KMIN~.~35-89. g~e~CL EANS. DOC 03/1 ~ 03:03 PM C. Compliance with Law. The Parties agree that their use of the BTC shall be in compliance with all federal, state, and local laws and regulations governing use and occupancy of the BTC, including without limitation, any restrictions on use imposed by state or federal entities for funding purposes. VII. OPERATIONS - A. The Parties understand that the operations of WSF and Horluck Transportation must be coordinated to maintain marine safety. TO facilitate the. docking and loading/unloading process for both ferry services, WSF shall provide the Port with current operating schedules for WSF's passenger ferry service to/from Bremerton. The Port shall likewise provide'WSF with current operating schedules for Horluck Transportation's ferry service to/from Bremerton. WSF and the Port shall continuously update such schedule transmittals as seasonal, emergency or other changes warrant. In the event there is a conflict between WSF's passenger ferry schedule, Horluck Transportation's passenger ferry schedule, and vessel entry to the public boat moorage, WSF's vessels shall have priority as to approach, loading/unloading and departure. B. The Port shall operate the boat moorage as a public facility, to be' open during the hours established in consultation with WSF. As necessary to cover operation and/or maintenance costs of the facility, the Port may impose a user fee. C. The Parties agree to consult each other to resolve conflicts in the operation of each Party's allocated space at the BTC. VIII. IMPROVEMENTS No Party shall make any alterations, additions, or improvements to the common areas of the BTC, nor to its own allocated space when such improvement would disrupt the operations of another Party, without first obtaining the Board's approval, which approval shall not be unreasonably withheld. Alterations, additions, or improvements to a Party's own allocated space that do not disrupt the operations of another Party shall not require consent from the Board. The 9 117 cost and expense of any such alteration, addition, or improvement consented to by the Board shall be borne by (i) the benefiting Party if one Party solely benefits from the improvement; or (ii) the Parties that benefit from the improvements, in proportion to the benefit received by each Party. It shall be the responsibility of the Party making the alteration to secure any and all governmental permits required in connection with any such work, and to perform such work-in accordance with governing laws and procedures. -In addition, any Party constructing such an improvement shall work with the other Parties to minimize any adverse impacts of construction to the other Parties. IX. ENTRY FOR INSPECTION The Parties shall permit any Board representative or any duly authorized federal, state, or municipal officer to enter any portion of the BTC for the purpose of (i) inspecting the BTC for operations, safety or cleanliness, (ii) maintenance, repair or construction work, or (iii) responding to fire or other emergency. NO Party shall be liable for any claim for loss, damage, inconvenience, or interruption of business arising from such activities. X. PROTECTION OF PROPERTY AND SAFETY A. Fire Prevention. The Parties shall at no time permit any hazardous material, waste or refuse to exist outside of appropriate storage facilities in their respective allocated spaces and the common areas adjacent thereto. B. Property Inspection. The Parties shall inspect their respective allocated spaces on a regular basis to.prevent loss or damage to persons and property to the maximum extent reasonably possible. Inspection of the common areas shall be performed by the building maintenance contractor hired pursuant to Article IV above. XL ENCUMBRANCE OF PROPERTY INTERESTS None of the Parties shall execute any lease, pledge, mortgage, lien, contract or other obligation touching, affecting, or impairing the common areas of the BTC; nor shall any Party 10 S/ obligate itself, in any other manner, to any third party with respect to the common areas of the BTC, unless such lease, pledge, mortgage, lien, contract or other obligation is expressly authorized in writing by the Board nor shall any Party, by any act or omission of any kind, adversely affect any Federal interest in the common areas of the BTC.. XII. CHANGES TO SERVICE In the event that WSF and/or Kitsap Transit are prevented from maintaining their respective transportation schedules due to strike, riot, weather, vessel or bus break-down or repair, or any other causes whatsoever, neither Party shall be liable for any damage, loss, or increase in operating cost sustained by any other Party or Hofluck Transportation by reason thereofi WSF and Kitsap Transit also reserve the right, without liability for any damage, loss or increase in operating cost, to discontinue, increase, reduce or otherwise modify their operations at any time or times as it may see fit. XHI. AUDITS AND EVALUATION A. The work, materials, payrolls, records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection and audit by the Parties and/or federal and state officials (including the State Auditor's Office) so authorized by law during the term of the Agreement and six (6) years after expiration or earlier termination. B. Each Party shall make its facilities (and those of any tenants) accessible to the other Parties, and federal and state agencies or officials, at all reasonable times in order to monitor and evaluate the services provided under this Agreement. A Party shall give reasonable advance notice for such access in the case of proposed fiscal audits. C. Each Party agrees to cooperate with the other Parties in the evaluation of the Parties' performance under this Agreement and to make available all information reasonably required by any such evaluation process. The results and records of said evaluations shall be maintained and disclosed in accordance with RCW Chapter 42.17. 11 X1V. MAINTENANCE OF RECORDS A. The Parties shall maintain accounts and records, including personnel, property, financial, and programmatic records and other such records as may be deemed necessary to ensure proper accounting for all operation and maimenance funds and compliance with this Agreement. All such records shall sufficiently and properly reflect all direct and indirect costs of any nature expended and services provided in the performance of the Agreement. B. The subject records shall be maintained for a period of six (6) years following the expiration or earlier termination of this Agreement unless permission to destroy them is granted by the Office of the Archivist in accordance with KCW Chapter 40.14, or unless a longer retention is required by law. XV. PROHIBITED INTERESTS No member, officer or employee of the Parties or their governing bodies, during such person's employment and for two (2) years therea~er, shall have any interest, direct Or indirect, in this Agreement, or any resulting proceeds thereof, unless such imerest has been disclosed in writing to the other Parties and the other Parties have determined that there are no prohibited conflicts of interest or ethic~al violations under the circumstances. In addition, in accordance with 18 U.S.C. 431, no member of or delegates to the Congress of the United States shall be admitted to a share or part of this Agreement or to any benefit arising therefrom. XVI- FORCE MAJEURE The term "force majeure" shall include, without limitation by the following enumeration: acts of Nature, acts of civil or military authorities, fire, accidents, shutdowns for the purpose of emergency repairs, strikes, and all other industrial, civil or public disturbances that are not reasonably within the control ora Party and which prohibit that Party from performing its obligations under this Agreement. If any Party is rendered unable, wholly or in part, by a force majeure, to perform or comply with any obligation or condition of this Agreement then, upon giving notice and reasonably full particulars to the Board, such obligation or condition shall be 12 suspended only for the time and to the extent reasonably necessary to allow for performance and compliance and to restore normal operations. In the event the Party ceases to be excused pursuant to this provision, then the other Parties shall be entitled to exercise remedies otherwise provided for this Agreement, including termination for default. XVII. DISPUTES A. Administrative l~eview The Parties shall make a good faith effort to timely resolve any dispute arising under this Agreement. If a dispute is not so resolved, it shall be submitted in writing to the Board for administrative review. After giving full consideration to the Parties' positions, the Board shall issue a written, reasoned decision and mall or otherwise furnish a copy thereof to the Parties. The decision of the Board shall be final and conclusive subject to the provisions of Paragraph B below. This administrative review process is an express condition precedent to the use of mediation set forth in Pbxagraph B below. B. Mediation If a Party wishes to appeal an administrative decision issued pursuant to Paragraph A above, it may not bring any claim against another party unless the claim is first presented for non- binding mediation before a single mediator under the applicable Mediation Rules of the American Arbitration Association. Each Party to the dispute shall send at least one representative with full authority to settle the claim to the mediation sessions. To the extent that a Party's contractors or suppliers have any interest in the claim, such firms shall also send to the mediation sessions at least one representative with full authority to settle the claim on their behalf. The cost of the mediation sessions shall be shared equally by the Parties to the dispute, with each such Party bearing its own preparation costs. The positiOns expressed during the mediation and the mediator's recommendations shall not be admissible as evidence in any subsequent legal proceeding. 13 C. Litigation The Parties agree that they shall pursue resolution of all disputes through administrative review by the Board pursuant to Paragraph A above, and mediation as set forth in Paragraph B above, prior to litigating the dispute in a court of law. XVIII. NON-DISCRIMINATION' A. During the performance of this Agreement, neither the Parties nor their contractors shall.discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientations, age, the presence of any sensory, mental or physical handicap in the employment or application for employment or in the administration or delivery of services or any other benefits under this Agreement. The Parties shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations which prohibit such discrimination. These laws include, but are not limited to, RCW Chapter 49.60, and Titles VI and VII of the Civil Rights Act of 1964, and the Americans with Disabilities Act. The breach of any of the above non-discrimination covenants shall be a material act of default entitling any non-defaulting Party to terminate this Agreement in accordance with the procedures set forth herein. XIX. ASSIGNMENT, SUBCONTRACTING No Party to this Agreement shall assign, delegate or transfer this Agreement or the obligations incurred hereunder, in whole or in part, by operation of law or otherwise, or subcontract for the management or operation of the project improvements or parts thereof, without the prior written consent of the other Parties to this Agreement, which approval shall not be unreasonably withheld. XX. LEGAL RELATIONS A. It is understood and agreed that this Agreement is solely for the benefit of the Parties hereto and gives no right to any other party. No joint venture or partnership is formed as a result 14 of this Agreement. No employees or agents of any Party or any of its contractors shall be deemed, or represent themselves to be, employees of any of the other parties. B. To the maximum extent permitted by law, each Party shall defend, indemnify and hold harmless the other Parties and their officials and employees from all claims, demands, suits, actions, and liability of any kind whatsoever, which arise out of or are related to the acts or omissions of the indemnifying Party and its officials, employees, agents and contractors. The indemnifying Party specifically assumes liability for actions brought by its own employees against the other' Parties and for that purpose the indemnifying Party specifically waives, as respects the other Parties only, any immunity under the Worker's Compensation Act, RCW Title 51. The indemnifying Party recognizes that this waiver was the subject of mutual negotiation and is expressly entered into pursuant to the provisions of RCW 4.24.115, if applicable. In the event any Party incurs attorney's fees, costs or other legal expenses to enforce the provisions of this Article against another Party, all such fees, costs and expenses shall be recoverable by the prevailing Party. C. No liability shall attach to any of the Parties by reason of entering into this Agreement except as expressly provided herein. D. Each Party agrees that it will include in any contract which is related to the performance of this Agreement a provision requiring the contractor to defend, indemnify and hold harmless all of the Parties to this Agreement against any claims arising out of or related to the work of the contractor. E. The provisions of this Article shall survive any termination or expiration of this Agreement: XXI. INSURANCE A. At its sole expense, each Party to this Agreement shall keep its BTC project activities and operations continuously insured throughout the term of this Agreement against claims for personal injury or property damage, through: (i) an insurer licensed or approved to do 15 business in Washington State; (ii) participation in a recognized and funded self-insurance program; or (iii) a combination of commercial or self-insurance. The insurance required herein shall be of the type and minimum amounts described in Paragraph B. below; provided, coverage in the stated minimum amounts shall not be construed to relieve any Party hereto from liability in excess of such coverage. B. Each Party to this Agreement shall provide the following insurance (or self- insurance, if permitted herein) in the minimum amounts stated: Commercial General Liability in the minimum amount of $1,000,000 combined single limit to include: Personal Injury (including death); Premises Operations; Products/Completed Operations; Blanket Contractual; Broad Form Property Damage; and Independent Contractors. Pollution Liability Insurance, including environmental impairment liability endorsements, in the minimum amount of $1,000,000 per occurrence and $2,000,000 in aggregate, inclusive of legal defense costs. 3. Workers' Compensation and Employer's Liability as required by law. 4. Additionally, each Party shall ensure that all of its on-site contractors provide Longshore and Harbor Workers' Compensation, as required by federal law, for work over the water at the BTC. C. Except for Workers' Compensation coverage, the insurance policy or policies required by this Section (or self-insurance, if permitted by this Article) shall name each of the other Parties to this Agreement as an additional insured thereon. Such inclusion shall not create premium liability for any such additional insured. D. If commercial insurance is procured, the insurer(s) shall waive subrogation against the additional named insureds hereunder, and a cross liabilities endorsement shall be included in the insurance policy or policies required by this Article. The policy or policies shall be primary over any other valid and collectible insurance. 16 E. The insurance policy or policies required by this Article (or self-insurance, if permitted by this Article) shall not be materially changed or canceled without at least forty-five (45) calendar days' prior written notice to the additional named insureds hereunder. Upon execution of this Agreement, each Party hereto shall provide each of the other Parties either (i) a certified copy of the insurance policy or policies, or a certificate of insurance evidencing such coverage; or (ii)if self-insured (as permitted herein), a statement of self-insurance guaranteeing the Party's ability to provide the loss coverage required herein. XXII NOTICE Whenever written notice is required to be given under this Agreement, such notice shall be given to the following respective addresses: WSF: For administrative and contract matters, contact: Tim McGuigan Administration and Legal Services Manager Colman Dock - Pier 52 801 Alaskan Way Seattle WA 98104 For facilities or operations matters: Traci Brewer South Terminal ManagerColman Dock - Pier 52 801 Alaskan Way Seattle WA 98104 Kitsap Transit: Ellen Gustafson Facilities and Operations Director 34 South Wycoff Brermerton, WA 98312 17 J:'~MIN~3,,5~5-99,999~_,t. EA NS. DOC 03/1~ 03:03 PM Port of Bremerton: R/chard,Brandenburg Executive Director 8850 SW Highway 3 Port Orchard, WA 98367 or to such other respective addresses as either Party may hereaiter designate in writing. XXIII. TERMINATION A. Convenience Termination Any Party, by providing at least one hundred twenty (120) calendar days' prior written notice to the other Parties, may terminate its rights and interests in this Agreement, in whole or in part when, in its sole discretion, it is in the best interest of that Party. Termination shall be effected by delivery of a Notice of Termination to the other Parties specifying the extent to wl~ch the Agreement is terminated, the reasons for such termination and the date upon which such termination becomes effective. If this Agreement is so terminated for convenience by any Party: (i) the terminating Party shall be liable for payment in accordance with the provisions of this Agreement for common area maintenance costs and any other shared costs incurred prior to the effective date of termination; and (ii) the terminating Party shall not be liable for any of the other Parties' or their contractors' incidental or consequential damages, including, but not limited to, the cost of equipment and inVentory, the additional costs incurred by the other Parties in performance of this Agreement, lost .revenue, lost profits and loss and interruption of business. B. Default Termination Any Party, may terminate its rights and interests in this Agreement, in whole or in part, for failure of any other Party to perform any material provision of this Agreement by providing prior written notice to the defaulting Party. Such written notice of intent to terminate shall specif~ the default or defaults then outstanding, and shall provide for a remedy period equal to the longer of (i) fourteen (14) calendar days; or (ii) a period of time specified in the notice as reasonably necessary to remedy the default(s). The terminating Party may, in .writing and at its option, 18 J: ~MIN~35~5-~G. ~C~.EANS. DOC extend the above period iff in its sole judgment, an extension is justified. After the expiration of the remedy period so specified, if one or more of the defaults described in such notice remains unremedied, this Agreement shall terminate as to the terminating Party without further notice, and all rights of the terminating party shall cease. No waiver of any default hereunder shall be construed to be or act as a waiver of any subsequent default. After any default hereunder has been cured, it shall not thereafter be used as the sole basis for the commencement of any action under the provisions of this Paragraph. C. Emergency Termination Any Party may immediately terminate its rights and interests in this Agreement if any other Party defaults in the performance of any material provision of this Agreement, and the terminating Party deems that an emergency exists as a direct result of such default (endangerment of life or property are presumed to be emergencies). Such termination shall be effective upon the defaulting Party's receipt of written notice of such termination. In such case, the terminating Party shall not be liable to any of the other Parties for damages by reason of such termination,' and may avail itself of any other remedy provided by law. D. Damages: In the event this Agreement is terminated, in whole or in part, for failure of any Party to perform a material provision herein, the defaulting Party shall be liable to the non-defaulting Parties and their contractors for damages and expenses, including but not limited to: (i) the additional cost, if any, incurred by other Parties in performance of this Agreement; (ii) equipment and materials costs; (iii) loss of revenue and lost profits; and (iv) loss or interruption of any business at the BTC. XXIV. SEVERABILITY If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which 19 03:03 PM ~0 it held invalid or unenforceable, shall not be affected thereby and shall continue in full force and effect. XXV. GOVERNING LAW This Agreement shall be deemed to have been made in Thurston County, State of Washington, and the legal rights and obligations of the Parties shall be determined in accordance with the laws of the State of Washington. All legal actions brought pursuant to this Agreement that involve WSF as a party shall be brought in Thurston County, State of Washington. All other such legal actions shall be brought in Kitsap County, State of Washington. XXH. ENTIRE AGREEMENT/AMENDMENTS This Agreement constitutes the entire agreement between the Parties regarding the operation and maintenance responsibilities described herein, except as othep~vise provided in the MOU. There are no terms, obligations, covenants or conditions other than those contained herein. No modification or amendment of this Agreement shall be valid and effective unless evidenced by an agreement in writing. IN WITNESS WHEREOF, the Parties hereto, and by their duly authorized representatives, have executed this Agreement as of the day and year first written above. 20 WASHINGTON STATE FERRIES, WASHINGTON STATE DEPARTMENT OF TRANSPORTATION By: Date: Approved as to form for Washington State Femes: By: Assistant Attorney General Date: KITSAP TRANSIT By: Date: Attest for Kitsap Transit By: Date: PORT OF BREMERTON By: Date: Approved as to form for Port of Bremerton By: 03:03 PM Date: 22 /30 03:03 PM Exhibit A EXHIBIT LIST BTC Construction Plan Exhibit B BTC Space Plan 23 03/1~1~8 03:(~3 PM EXHIBIT G CITY OF BREMERTON PROPERTY AND RIGHT OF WAY VACATION SCHEDULE RPI04' ~ " Total A'~a IActlon ~arcel'lD" DelcdPtion , T~ ID gQ. FT. '~e~md ~ner" none . Was~n~on Slreel n/a .... unkn~n Va~n ~none F~m~ n/a -- unkn~n Va~on K~ lA '-- ~l~ng ~ T~nel ~3718-~1-00~00~:14263~7 unkn~n Va~i~ "' KT .... A3 ~v~yE ~2~2401"-2~5-2~0-1161165 _~,600;,Tra~s~ to K~ KT A5 . ~v~ay W (~unnel) 242401-2-~-2~8-1161 f81 1,6~ Tran~e~ to KT A1 ~V paring Lot 24240{-~:0~ ~5~-~ 161 l~e' ~ est. 4,900 purchas~ by ET "' KT 10A Tda~e Bldg. ~3718-o~o-00~6~2~ J 5,120 Transit to ~ KT~SF PSNS PSNS Wy~ff P~ rnla I 27,459, PSNS ?onveylo C~y, Tmn~ Exhibit H Early Finish i99 1998 1999 2000 2001 IIIIIII · II 1000 i Finalize BTC Scope Design & design review 1003 ~Prepare BTC proposal & ^CA estimates !  1050 I Notice to proceed w/BTC design & construction 106~_JCommercial development planning & leasing 1070 I Design for commercial development __94_d_JOSDEC97' 17APR98 06APR98 ' 24APR98 02FEB98 ' 15MAY98 15MAY98° 15MAY98 28OCT97 ' 31DEC98 02MAR98 * 30SEP98 ~ Finalize BTC Scope Design & design review ~ Prepare BTC proposal & ACA estimates ~ Finalize BTC contracts ~ Notice to proceed w/BTC design & construction Commercial development planning & leasing L. ./Design for commercial development 2000 IObtain FONSI from FTA 2010 Shoreline permit approval 2030 i BTC foundation permit 2040 I Fisheries closure for in-water work 2050 I Commuler retail building permit 24NOV97 ' 24NOV97 16JAN98 ' ~6~,~{1~ 06APR98 ' 15MAY98 16MAR98 * i15JUN98 26MAY98 ' 04AUG98 ~ Oblain FONSI from FTA ~ Shoreline permit approval ~ BTC foundation permit ~ Fisheries closure for in-water work ~ Commuter retail building permit 3000 acquisition of Books, Ander & Whlhse 3030 ;City acquisition of Triangle 3050 i Triangle tenant relocations (if required) 3060 !Triangle bldg haz-mat & demolition 1 4000 [ G~ng a start B'rc work on site_ · 1 4010 ~CPOF facility for use I~Comp~ete Terminal bldg for use 4030 jComplete WSF overhead loading project 4035 ! Complete Transit Deck & auto holding for use 4040 ! Complete commuter retail building 4050 t Sinclair Landing commercial dev construction ~,l~r-I,,lll, 5000 ;Start operations from new BTC POF facility t ld124NOV98 ' 124NOV98 90d 01DEC97 ' 07APR98 ~ KT acquisition of Books, Ander & Whlhse 75dlO--¥g~(~-;- 15-~-~-~§ ~ KT tenant relocations (if required) -~'c~'/ ~'~'~c~ ~-~- 7 City acquisition of Triangle -~ai~,~,~'j ~,~u~(~ - ~ Triangle tenant relocations (if required) ' ! - ~ Triangle bldg haz-mat & demolition 200d|~¥UT98' '~PR99 ................. ~.' ................. ~'(~)'r~i~'l'ci~,~[C~l~n~r~[ ~'~)~-~); ~]-~:i~i-si!~i~)n .................. ld 22MAY98 ' 122MAY98 ~ Groundbreaking & ;tart BTC work on site ---~ ~'k~-'~c~; J~l~§~ ~ Complete BTC Commuter Retail pad for const --i~al 18MA-~' ;' j~--N~-V~§ ,~ / Complete BTC POF facility for use 170~}18M~--~; /'~'N~- L. ./Complete Terminal bldg for use 164d J.~Y-M-~-~§; I-/~J~,R~ L. '7 Complete WSF overhead loading proje, ct 227d t_~,~ ;- ] ~*~,~,~-~- .............. 2',' .................... .~ ~5(;fiir;/e't$"i';';,h~h- b'~fi~ ~/h'u*t;; ~,i~iih'~ i&;- b-s¥ ................... 75d[¥'~§~'~-;-[ §~-~-.~--- ~ Complete commuter retail building 369dl~i~,~,.~{J-;-~,~'~-U--~iS~--- t__. ., Sinclair Landing commercia Ti' Start operations from new BTC POF facility A Stad operations al new BTC Terminal & OHL 1~ Stad operations at Transit Deck & holding 1~ Open Commuter Retail building a, Open Sinclair Landing corn General Development Schedule Sinclair Landing Project 02 Feb ~8 Sinclair Landing Association I ~T.g7__' _04DE__C9__7. ~;7Revise BTC plan Io malch budgel ,,~ Joint KTNVSF/Port/HSW design review mlg 1 IPolicy Group approval of cost reduction plan 1007 J Set final Scope Design tasks & costs ';)-{~og i Finalize PDA COntract terms & schedule !?0 JStart revised Scope Design drawings & specs 1013 1618 I KT/WSF/Port revised Scope Design review #A I Joint K'T/WSFIPort/HSW design review mtg 2 1020 I Complete revised SD drwgs & specs 1023 I Pre-estimate management re-cap mt# #3 1025 I KT/WSF/Port revised Scope Design review #B 1028 jPrepare HSW & C3MG cost estimates 1035 ! Joint KTA/VSF/Port/HSW design review mtg 4 1040 i Finalize contract pdce 1050 !Notice to proceed with design & construction 13JAN98' 13JAN98 14JAN98 ' 06FEB98 02FEBg8 ' 20MARg8 09FEB98 06MAR98 23FEB98 * 06MAR98 06MAR98 * 06MAR98 09MAR98' O3A~R98 01APR98* 01APR98 06APR98 17APR98 06APR98 * 24APR98 17APRg8 ' 17APR98 27APR98 * 15MAY98 15MAY98 15MAY98 Policy Group approval of cost reduction plan z317 Set final Scope Design tasks & costs ~ Finalize PDA contract terms & schedule ~ Start revised Scope Design drawings & specs Z~' KT/WSF/Port revised Scope Design review #A ~ Joint KT/WSF/Port/HSW design review mlg 2 ~ Complete revised SD drwgs & specs ]~ Pre-estimate management re-cap mtg #3 Z~7 KT/WSFIPort revised Scope Design review #B ZI[7 Prepare HSW & C3MG cost estimates ,~ Joint KT/VVSF/Port/HSW design review m!g 4 ~ Finalize contract price Z~ Notice to proceed with design & construction 3000 I K'r purchase of Books. Ander & Whlhse 3020 . KT tenant relocations (if required) 3030 City purchase & relocations for Triangle 3060 ' Triangle bldg haz.mat & demolition 4000 i Groundbreaking & start work on site 01DEC97 ' 07APR98 02FEB98 * 15MAY98 28OCTg7 * 10AUG#8 11AUG98* 29SEP98 ~ FTA Letler of No Prejudice for project funding ~ Shoreline permit approval ~ DCD design review ~ Foundation permit for pier & Terminal ~ KT purchase ot Books, Ander & Whlhse ~ KT tenant relocations (if required) j City purchase & relocations for Triangle ZIJ~[7 Triangle bldg haz-mat & demolition 4010 Complete new POF facility for use 4013 .....~-gA'pi~'t~7::~,'AAui~} Retail pad for const 4020 . Complete Terminal bldg for use 4030 . Complete WSF overhead loading project 4040 !Complete Phase A/B aUlD holding area for use 4050 I Complete Transit Deck for use 4080 i ~5~§'~.~ip~ement facilities const 4-~ .... ! Ph--"~-~'i(~ plaza const (target) 122MAY98 * 22MAY98 !'~ ~,~;.~§ * 24NOV98 18MAY98 * 1SSEP98 18MAY98 ' 18JAN99 27MAY98 * 18JAN99 18MAY98 ' 07APR99 09NOV98 * 17MAR99 01APR99 * 30JUN99 ~ Groundbreaking & start work on site L., / Complete new POF facility for use ~ Complete Commuter Retail pad for const L. I ./Complete Terminal bldg for use ~., / Complete WSF overhead loading project /. ., Complete Phase AJB auto holding area for use /~, II ./Complete Transit Deck for use ~ PSNS relpacement facilities const ~ Phase C toll plaza const (target) i010 I Close pad of 1si at Dock & discontinue parking ld 22MAY98 * 122MAY98 5015 WSF us~ ~ ~ '0~'Jy & const DEL at Slip I 163cj F~TC~RE~- ~ ..................................... R~]~ NFEBII '---] B~medon T~nspoHalion Center [~W~A ~ Reviled Ove~lew Schedule Close part of 1st at Dock & discontinue parking ~_.111 /WSF use Slip 2 only & const OHL at Slip 1 Description 5020 ..lA_u.t.o..f.e__r~ ~assenger loading over Slip 2 .~b~) iC~ose City pa~in~ ioi-~c~-~Js~-a~ ~'e~l~'~:minal Use temporary terminal at City prkg lot Use temporary POF boarding "barge" Close public access to 1st St Dock & breakwater new POF facility & reopen breakwater Use 1st St from Pacific for auto holding v Terminal bldg & WSF OHL ramp )leted auto holding ama Use new Transit Deck 6030 I Start operations from new POF facility Start operations at new Terminal & WSF OHL ramp operations at new Transit Deck I Relocate PSNS functions 7010 ICommercial development planning & leasing 7020 i Design for commercial development '/030 t Commuter retail building permit -- Commercial development property acquisition Complete commuter retail building const ;inclair Landing commercial der construction Early Early Start Finish 27MAY98 * 15JAN99 08JUN98 * 14APR99 23JUN98 * 06APR99 26AUG98 * ).3NOV98 · 23NOV98 24NOV98 ' 24NOV98 05JAN99 * O6APR99 18JAN99* 18JAN99 07APR99 ° 07APR99 )TAPR98 1998"; L, 1999 2000 Auto ferry passenger loading over Slip 2 ? Close City parking lot for use as temp terminal / Use temporary terminal at City prkg lot ................. ~ U's~ i~p0~'ar~ i50i~ b°;rdi~g ;'ba~;ge~ ...... ~ Close public access to 1st St Dock & breakwater Z[ Use new POF facility & reopen breakwater z3~;7 Use 1st St from Pacific for auto holding ~' Use new Terminal bldg & WSF OHL ramp Z~ Use completed auto holding area Use new Transit Deck 24NOV98* ;24NOV98 18JAN99* 18JAN99 07APR99 * 07APR99 18MARgg ' 4MAR99 Start operations from new POF facility 7~ Start operations at new Terminal & WSF OHL ramp ~ Start operations at new Transit Deck ~ Relocate PSNS functions 28OCT97,* 31DEC98 26MAY98 ' 130SEP98 01JUL98 * 13APR99 16SEP98 * 31DEC98 01APR99 ' 31AUG00 , Commercial development planning & leasing ! Design for commercial development ~ Commuter retail building permit L.. / Commercial development property acquisition ~ Complete commuter retail building const ................................................ §i~i~i'r' ' emmerton Tilnepoflltlon Center Revieed OYervlew Schedule OS Feb Itl DRAFT .,Exhibit I Bremerton Transportation Center 'Revised 12 Aug 97 Quality Assurance Plan The Parties agree to the following approaches to design review, quality assurance and quality control during Project delivery: 1. A design review work group consisting of representatives of Howard S. Wright Construction Co. (HSWCC), Sinclair Landing Association (SLA), Kitsap Transit (KT), Washington State Ferries (WSF), the City of Bremerton (City), the Port of Bremermn (Port) as needed shall continue to review & approve the design of the Project.-At appropriate intervals and at completion of the design for building permit and right-of-way permit, HSWCC shall obtain formal review and approval of the design from KT which shall include review and approval on behalf of WSF, City and the Port after consulting with them. Approved design documents to be used for construction shall be referenced in agreements between the parties. 2. HSWCC shall utilize a peer review process to check critical planning, code, engineering and detailing aspects of the design. 3. Design documents shall be submitted to the City and other agencies for the process of permit review and the granting of building permits as established by applicable codes. 4. HSWCC shall prepare a quality assurance & commissioning plan for the work. The plan shall be reviewed by SI.A, KT, WSF, Port, and the City. On acceptance, the plan shall be utilized by 'HSWCC for managing the quality and commissioning of the work. 5. HSWCC shall manage and monitor all direct and subcontracted work in progress to ensure agreed quality standards are being maintained. Construction operation planning, shall address quality assurance and control issues with suitable documentation provided to assist with follow through inspection and testing. 6. As the Interim Owner, SLA shall utilize a qualified independent testing & inspection firm to provide overall on-site quality inspection & record keeping. HSWCC shall coordinate all testing and inspection for the Project even though some testing and inspection will be performed by the testing & inspection firm and others as provided in the quality assurance plan. City inspection requirements and the use of City, State or other agency inspectors shall be in accordance with applicable building codes. Full documentation of testing & inspection operations shall be maintained and the information and records shall be distributed to the SLA Owner's Representative and all other interested parties. 7. Construction operations including testing, inspection and commissioning shall be open for overview and monitoring by SLA, City, KT, VVSF and Port representatives. Coordination of any comments or issues shall be through the SLA Owner's Representative and the primary testing & inspection firm. Visitors to the Project for these purposes shall check in with the SLA 'Owner's Representative and'the HSWCC Project Superintendent and observe ali Project safety standards. Bremerton Transportat, Quality Assurance Plan Center ~,evised 12 Aug 97 Page 2 8. Pre-occupancy "punch list" inspections shall be made by HSWCC, SLA and representatives of the agencies which will occupy and/or operate that part of the Project. Corrections will be made and documented with follow up inspection as necessary. Visitors to the Project for these purposes shall check in with the SLA Owner's Representative and the HSWCC Project Superintendent and .observe alt Project safety standards. 9. HSWCC shall provide a warranty for all parts of the work as provided in the Project Delivery Agreement with SLA. HSWCC shall make warranty period corrections as may be required. If equipment is replaced as the result of warranty corrections, a new warranty shall be provided. ?o Bremerton Transportation Center Revised 12 Aug 97 Construction Management & Operations Plan The Parties agree to the following approaches to management of the construction and continuing operations during the construction phases of the Project: 1. Howard S. Wright Construction Co. (HSWCC) shall be the Construction Manager with overall responsibility for construction operations acting as a general contractor. HSWCC has primary responsibility for coordinating all Project work with existing and continuing transportation operations of the other Parties in the vicinity of the Project. HSWCC shall have an on-site Project Manager to act in its behalf and for coordination & administration of all work. The Project Manager shall be supported with jobsite staff for supervision, quality, safety, engineering, accounting & administration as required. Project operations shall be characterized by direct problem solving & minimum reaction time. 2. Sinclair Landing Association (SI_A) as the Interim Owner of Project improvements shall have an Owner's Representative to act in its behalf and for coordination and administration of the work. 3. Kitsap Transit (KT)shall be the Lead Agency for the Project, and represent the interests of Washington State Ferries (WSF), the Port of Bremerton (Port) and the City of Bremerton (City) in the administration of the Project Agreements with SLA & HSWCC. KT shall designate an Agency Project Manager and Chair of the Agency Oversight Committee (AOC) to act in its behalf and for day-to-day coordination and administration. KT shall act as a clearinghouse to manage various agency user issues consistent with the level of authority provided in the inter- agency agreements. KT shall interface with SLA for contract issues and interface with SLA and HSWCC for coordination of the work. 4. The Parties agree to maintain the existing level of service for transportation operations at the Project site to ensure the public is provided needed services during the construction of the Project. Construction phasing and safety requirements will cause changes in the way these services are accommodated and provided. 5. To facilitate the Project, a Site Operations Management Team shall be formed to address day-to-day Project coordination continuing operation issues, safety, and emergency response. The Site Operations Management Team shall include the following members, as needed: SLA Owner's Representative HSWCC Project Manager & Project Superintendent KT Bremerton Facility Manager WSF rePresentative (construction agent) WSF Bremerton terminal operations agent KT Road Supervisor & Customer Service Supervisor City public works department representative (as needed) City building official representative Port representative Bremerton Transportation Center Construction Management & Operations Plan --Revised 12 Aug 97 Page 2 Public information manager from the SLA Owner's Representative staff Representative from the contractor for the WSF overhead loading project Other specialists brought to meetings by regular Team on an as-needed basis The Site Operations Management Team shall hold regular meetings for planning, coordination and problem solving. The meetings shall, be chaired by the Owner's Representative. The Team shall create a communications plan including emergency & home phone numbers. The Team shall be capable of rapid response. The Team shall utilize the public information program for the Project for communicating Project conditions effecting the public. Issues not resolved by the Team shall be referred to the Project Policy Group for action as may be needed. 6. Construction Management shall include advance planning with prior review & agreement from all affected Parties. Such work includes: Design & scope of the Project work Phasing & temporary operations plans Schedule Temporary facilities & provisions for temporary operations Emergency / alternate operations plans Construction safety plan Facility security plan during construction Quality assurance plan Communications plan Communications tree with involvement lines noted for various issues Public relations & public information plan Provisions for changes & unforeseen conditions Contract agreements Groundbreaking ceremony 7.. Responsibility for site operations during Project construction shall be as follows: HSWCC shall be responsible for all construction operations and for protecting the public, public agency employees and its workers from harm and delays/inconveniences (including delays/inconveniences to transportation, routing & customer service) as the result of its · operations. This shall include the provision of adequate temporary facilities and protection in construction areas to accommodate the public and public agency employees for ongoing ferry and transit operations and appropriate public access. HSWCC shall be responsible for Project buildings and facilities in the process of demolition, modification or construction. WSF shall be responsible for its overhead loading project. WSF shall also be responsible for all public ferry system operations including passenger and vehicle waiting/holding, unloading and loading, vessel movements, and related activities. KT shall be responsible for all public transit operations including passenger waiting, unloading and loading, vehicle movements, and related activities. The Port shall be responsible for private ferry and marina operations. As provided in applicable operations and maintenance agreements, the user agencies shall be responsible for managing and operating buildings and facilities once they are occupied and/or put in service to support occupancy. Exlfibit J BTC Project Management Proposed Organization Kltsap Tranalt Board SLA Board Partner Agency's Governing Board BTC Pollc Group Hayes(KT)', McCarthy(WSF)', Cowan(WSDOT) Brandenburg'(Port), Schrader(Counht) HSWCC, TCG, Sawyer(Facilitator) I Kitsap Transit l Agency Oversight Committee Wendy Clark(KT)', Chair Leonard Smith(WSF)', Randy Witt(City) Ken Attebery(Port)', HSWCC Project Director I I Agency Project Manager r HSWCC Project Manager - ]. Project Delivery Work Group. I Constru~tlon Communication Group ISite Operations Management Team Project Records Coordinator QA & Testing Consultant C3MG (Estimating) On Call Professional Services * Voting Member DISCUSSION DRAFT 11 ~22/96 BTC Project Delivery Project Management Position Descriptions BTC Policy Group. Membership: Dick Hayes, Kitsap Transit Terry McCarthy,WSF Bob Cowan, WSDOT Lynn Horton, Bremerton Dick Brandenberg, Port Mary McClure, SLA. Responsibilities: · Provide policy guidance to all aspects of project development, construction and commissioning. · .Authorize the use of contingency funds for any change order in excess of $75,000 or when cummulative change orders exceed 75% of $825.000. · Resolve any conflicts or issues concerning any aspect of project delivery that cannot be settled by the Agency Oversight Committee. · Provide leadership within their respective agencies for review, approval and execution of all project agreements. · Work cooperatively to secure any additional funding required for delivery of the. BTC. Lead Agency Kitsap Transit Responsibilities: Provide .overall project doordination to: · Complete design of the BTC · Secure all necessary permits and approvals · Secure funding to retire SLA debt · Establish the guaranteed maximun price · Execute a project, delivery agreement with SLA · Ensure that the facility operating needs of each agency are met. · Establish agency project management and speciality staff for onsite ' construction coordination and change order review. · Ensure that all commissioning and warranty work is completed and that the completed facility is acceptable to all operating agencies. Agency Oversight Committee Membership: Wendy Clark, Kitsap Transit-Chair Leonard Smith, WSF Page 1 DISCUSSION DRAFT 11/22/96 Randy Witt, Bremerton Ken Attebery, Port Responsibilities: Review and coordinate all aspects of project design, delivery and commissioning including: · Completion of the detailed design for the facility · Review and recommend cost reduction plans to ensure required functionality within the project budget · Review, evaluate and recommend approval or rejection of all change orders · Review and approval of any changes to the project phasing plan (This is somewhat redundant to the one just above but seems important enough to get a separate billing) · Ensure uninterrupted operation of all ferry and transit operations during all phases of construction. · Ensure that rider disruption during construction is minimized and that rider needs are addressed. · Receive regular reports on project progress and alert the Policy Group of any significant deviations. · Coordinate internal agency resources during ail aspects of design, construction and commissioning. · Receive, review and take necessary action on all quality control and inspection reports. Agency ftpecialty Staff Membership: Glenn Mulkey, WSF South Regional Terminals Manager,WSF Terminal Maintenance Engineer, WSF Terminal Agent, C3MG, Inc(cost estimator) 'and others as necessary Responsibilities: .Provide counsel and assistance to the Agency Oversight Committee as necessary for specific elements of project design or construction including but not limited to: · Operations requirements · Engineering, design, cost estimating and inspection expertise · Equipment selection · Permit or approvals Project Delivery Work Group Membership: Same as current group Page 2 DISCUSSION DR AiST 11/22/96 Responsibilities: The Project Delivery Work Group will remain intact and will convene at the Agency Oversight Committee's request to address, evolving needs, agency coordination, construction phasing, ongoing construction management and change order review. Agencies~ Project Manager Dan Miller, Bremerton Public Works Department Responsibilities: The Agency's Project Manager will be responsible for daily on site management of all aspects of the project through construction and commissioning. This will involve: · Daily progress review with HSWCC and appropriate communication and action follow up with the Agency Oversight Committee and agency specilaity staff. · Daily coordination with each agency's operating supmwisor. · Timely identification and management of any construction development that may impact operations of the liT, WSF or the Port. · Timely notification of the public information officers in each agency when any construction event will impact riders. · Constant attention to overall project safety and risk management for the agencies. · Regular progress reporting to the Agency Oversight Committee and the Project Delivery Work Group. · Early identification of any situation that may precipitate a change order and evaluation of ail proposed change orders including provision of recommendations to the Agency Oversight Committee. · Implementation and management of the Quality Assurance and Inspection Plan a_nd reporting of results. · Negotiation of costs and other terms of all approved change orders. Page 3 OD ~;0'E o~ddv DDtfiSH O,L 000'~£$ aapu l~Ao.~ddv dnoaD ~a!lOd ~;0'~ sa!oua~v DOAXSH A~a!aaM OD O'g DDh~SH ao sa.taua~¥ ~,sanba~I OD w,~p,t, uI 0'I posodo cl 96161111 1.0 DI SCUSSION D R A 'T 2/5/98 Bremerton Transportation Center Change Order Process Initiate Change Order Request 1.01 A change order request may be initiated by: one or both of the two operating agencies(Kitsap Transit and Washington State Ferries the Port the agency's project manager/owners representative HSWCC Sinclair Landing Association 1.02 change order may be deemed necessary when: a change in requirements, criteria or performance is identified that causes the design or the method of construction to be changed a change in the project phasing, construction plan or agreement term that may cause either of the operating agencies or the contractor to incur additional costs which includes disturbance of agency operations. at the Agency Project Manager's discretion a field order proposed by HSWCC may be converted to a change order. 1.03 All change order requests will be in a form agreed to by the Agency Oversight Committee before construction begins and will include: · _ A description of the requested changes · A discussion of the requirement that has triggered the change order including identification of the agency or agencies requesting the change and a brief description of the benefits and impacts to each agency · Identification of any timing concerns or interdependencies between the change and any other aspect or component of the project · An preliminary estimate of the likely construction cost associated with the change order. A proposed change order may result in either an increase or reduction in contruction costs. · A discussion of the proposed method of payment for the change order: · 5% Contingency Fund Page l /45 DISCUSSION DRAFT 2/s/98 , Agency direct payment HSWCC 2.0 Change Order Request Review 2.01 All change orders will be routed through the agency project manager for quality assurance and distribution. The Agency Oversight Committee shall be the forum for preparation of the Change Order Evaluation Report. The following parties will review all change order requests: The two operating agencies the Port the agency project manager HSWCC 2.02 2.03 2.04 HSWCC will be asked to provide a cost estimate for increases or decreases in construction cost attributable to proposed change order requests. The members of the Agency Oversight Committee shall take responsibility for the review and evaluation of change requests in their agency and shall provide the Agency Oversight Committee with the results of their internal evaluation. This will include making submitting requests for additional information. The Agency Oversight Committee shall meet as necessary to consider all change order requests and shall issue an evaluation report for each change order request addressing the following topics: A cost estimate for the change order provided by an' independent estimator A discussion .of the nature and magnitude of the impacts to the agencies of proceeding .or not proceeding with the requested change order. An evaluation of the benefits acruing from the change and an estimation of the relative benefits/impacts to the agencies participating in funding the facility. Recommendations regarding the use of the 5% contingency fund for payment of change order costs. A proposed distribution of the cost of the change order if the costs will not be covered by the contingency fund including estimation of common and agency unique .costs if appropriate. Page2 /40 77 DIS-CUSSION DRAFr 2/s/98 An approval or rejection recommendation for the change order request. 3.0 Change Order Approval 3.01 The Agency Oversight Committee shall have the authority to approve and implement all change orders under $75,000 up to 75% or $825,000 of the 5% Contingency Fund. Once 75% of the Contigency Fund is committed the Policy Group shall be notified and shall convene to determine if additional contingency funds will be collected and to establish new approval limits. 3.02 All change orders request under $75,000 will be approved without referral to the Policy Group if the funding agencies concur that the change should be made. Once approved the Agency Oversight Committee or their representative will negotiate the costs and terms of the change order with HSWCC. 3.03 An agency can always appeal the decision of the Agency Oversight Committee on change orders under $75,000 to the Policy Group. 3.04 All change order requests over $75,000 will be submitted with an Agency Oversight Committee report and recommendation to the Policy Committee. 3.05 The Policy Committee shall convene to consider all change order requests over $75,000 and any disputed change orders under $75,000. Members of the Policy Committee will receive a copy of the change order evaluation report at least two days prior to any meeting held to consider the request or to any request for a decision. , Change orders may be approved by an polling of the members of the Policy Committee. If the change order evaluation report recommends approval and the chair of the Oversight Committee may choose to poll the members of the Policy Group to determine whether a meeting is required to approve the change order request. 4.0 Agency Unique Change Orders 4.01 An agency may desire to make a change solely for their advantage to their own or common elements of the BTC that either increases the cost of the project or impacts the timing of the project. In the case of a such an agency unique change order that either increases the construction cost or adversely impacts the construction schedule in any Page 3 DIs-CUSSION DRAFT 2/5/98 way, the requesting agency will bear all of the costs associated with the change order including but not limited to direct design or construction costs, additional rider mitigation costs and disruption or mitigation costs to any of the other participating agencies who are impacted. 5.0 Change Order Reporting 5.01 Change order activity and status will be reported to the BTC Policy Group and the participating agencies on a regular basis such as monthly or quarterly. Such reporting will include: An accounting of and description of all change orders under $75,000 that have been approved by the Agency Oversight Committee. A summary and accounting of all change order activity since the last periodic report including a project to date summary of change order expenditures. A reporting of the unencumbered contingency fund including a qualitative estimate of the percentage of project completion that will be useful in measuring the sufficiency of the contingency fund balance. Page 4 AGENDA BILL BREMERTON CITY COUNCIL '1. SUBJECT: RESOLUTION NO. ~ ~ ~o ~ FOR AGENDA OF: Adopting the 1998-2003 Capital Improvement Program (CIP ORIGINATING DEPT: ORIGINATOR: DATE SUBMITTED: Sept. 9, 1998 Treasurer P,:__~nr{a-~ Sept. 3, 1998 2, CLEARANCES: Comment of back if necessary) Dir. Admin. 3. EXHIBITS: Proposed Resolution ENDORSEMENTS MAYOR~ INFORMATION APPROVED BY COUNCIL PRE,SIDEN~,a=OR~SUBMITTAL: COUNCIL PRESIDENT ~"~ ~ ~ /~/'-~" 4. SUMMARY STATEMENT AND REQUIREMENT FOR COUNCIL ACTION: The Mayor and staff have prepared the Capital Improvement Program for the years 1998-2003. This document is the planning document for meeting the City's needs in the areas of infrastructure, facilities and equipment as well as ident financial resources necessary to meet those needs. The document has been reviewed with Council in study session. 8. RECOMMENDATION: Motion to approve the Resolution adopting the 1998 - 2003 Capital Improvement Program. 9. RESPONSIBLE OFFICIAL: ENFORCEMENT OFFICIAL: EXPIRATION DATE: REVIEW DATE: Treasurer Mayor Annual PULLED TABLED COUNCIL DIRECTIVF' 10. NOTICE OF ACTION APPROVED DISAPPROVED AMENDI AGENDA BILL NO: 2. CLEARANCE COMMENTS: 5. IMPACT ON NON-PASSAGE: Continued work on the draft CIP. State revolving fund loan applications require an approved ClP in order to be competitive for funding. 6. IMPACT ON STAFFING, BUDGETS, FACILITIES, EQUIPMENT OR OTHER RESOURCES: The CIP is the basis for the capital componet of the City's budgeting process. 7. RESEARCH SOURCES: Comprehensive plans of Parks, Utilities and the City. The six year street plan. Equipment Rental Reserve Fund. RESOLUTION NO. ::~(~ ~ ~ A RESOLUTION adopting the City of Bremerton 1998-2003 Capital Improvement Program. WHEREAS, THE CITY OF BREMERTON has determined that it is in its best interest to adopt a Capital Improvement Program document; and, WHEREAS, such program document has been prepared based on goals and policies adopted by the City Council; and, WHEREAS, priorities have been set based on input from the involved City Departments, the Mayor as well as the City Council, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bremerton that the 1998-2003 Capital Improvement Program filed in the Office of the City Clerk is hereby adopted. PASSED, by the City Council of the City of Bremerton, this ~ day of , 1998. DAVID FARR Council President AGENDA BILL BREMERTON CITY COUNCIL 1. SUBJECT: CORROSION CONTROL FACILI~, ~SERVO~ 4 COVE~ AND ACCEPTANCE OF D~G WAlK STA~ ~VOLV~G LOAN ~O. 97-78897-028) 2. CLE~CES: (Comment ~f Director PW&U ~.:~~ CiW A~o~ey Ci~ Treasurer . _ Operations Commi~ee Fiscal & Budget Comm. E~O~E~ ~ ~O~TION FOR AGENDA OF: ORIGINATING DEPT: ORIGINATOR: DATE SUBMITTED: 3. EXHIBITS: SEPTEMBER)f,_, 1998 PUBLIC WORKS & UTILS K.CAHALL, WATER RES.MGR. AUGUST 26, 1998 1. Resolution # ~2-(~' ~;~ 2. Loan Agreement Scheduled for Committee Scheduled for Committee 9/8/98 APPROVED BY COUNClL PRESI~ENTFOR SUBNIITTAL: COUNCIL PRESIDEN'~~~~~.~ 4. SUMMARY STATEMENT AND REQUIREMENT FOR COUNCIL ACTION; The City applied for and received a Drinking Water State Revolving Fund (DWSRF) loan in the mount up to $1,030,000 for construction of the Corrosion Control and Fl,,uddation ~acilit~ and for replacing the cover on Reservoir 4. The 3 percent loan fee is included. The loan is to be paid back over 20 years at 4% interest. The attached Resolution accepts the loan and authorizes the Mayor to sign all documents relative to the loan. 8. RECOMMENDATION: The City Council pass attached Resolution # all documents relative to the loan. accepting the loan and authorize the Mayor to sign 9. RESPONSIBLE OFFICIAL: ENFORCEMENT OFFICIAL: EXPIRATION DATE: REVIEW DATE: Director PWU Director PWU PULLED TABLED 10. NOTICE OF ACTION APPROVED DISAPPROVED AMENDED COUNCIL DIRECTIVE: DATE: 11. AGENDA BILL NO: / 2. CLEARANCE COMMENTS: 5. IMPACT ON NON-PASSAGE: The loan funds will not be available for City use and other funding would be required to perform this work. 6. IMPACT ON STAFFING. BUDGETS, FACILITIES, EQUIPMENT OR OTHER RESOURCES: Staffing: No impact. Budget: Provides funds for immediate use for the water utility to be paid back over a 20-year period. Facilities/Equipment: No impact. 7. RESEARCH SOURCES: RESOLUTION NO. A RESOLUTION authorizing the Mayor to sign all applications, agreements and amendments, and other documents relating to Drinking Water State Revolving Fund Loan documents, for the Corrosion Control Facility and Reservoir #4 Cover (DWSRF Loan No. 97-78897-028) WHEREAS, the City of Bremerton developed a Water System Comprehensive Plan in accordance with the requirements of the State Department of Health regulations promulgated under WAC 246-290-100, and sets forth facilities required to be constructed to serve the needs of the area: and WHEREAS, for the City of Bremerton these projects are necessary to address the needs of the area and to protect the health, safety, and well being of the people; and BE IT RESOLVED BY TI-EE BREMERTON CITY COUNCIL THAT: Section 1: The Mayor is duly authorized to sign applications, loan agreements and amendments, and other documents relating to the Corrosion Control Facility, Reservoir #4 Cover, and the Drinking Water State Revolving Fund Loan. Passed this City of Bremerton. day of September 1998, by the City Council of the David Farr, President Bremerton City Council Washington State Public Works Board Post Office Box 48319 Olympia, Washington 98504-8319 August 19, 1998 Kathleen Cahall 3027 Olympus Drive Bremerton, Washington 98310-4799 Regarding: DWSRF Loan Agreement Number 97-78897-028 Dear Ms. Cahall: Enclosed are the original and two copies of the Drinking Water State Revolving Fund Loan Agreement Number 97-78897-028, between the City of Bremerton and the Department of Community, Trade and Economic Development. The agreement details the terms and conditions that will govern the contract between us, which includes the project's Scope of Work and an Attorney's Certification as formal attachments. Instructions for drawing the loan funds are included, as are the necessary forms. The loan agreement specifies that draws may be made for costs that have been incurred, and which have supporting documentation such as receipts or bills. The face amount of the loan is $1,030,000.00. This includes an amount sufficient to cover a three percent loan administration fee. The fee will be collected in two payments. The first payment will be taken with the first draw, and will be one and one half percent of the loan amount. This amount is non-refundable. The final loan draw will include an amount sufficient to bring the total loan fee assessment to three percent of the actual final loan amount. Please review the terms and conditions of the loan amount carefully, as well as the attachments. Please note - Sections 4.06 and 4.08 must be filled out before the loan can be executed. When you have obtained the appropriate signatures, including the Attomey's Certification, please return all three of the agreements to the Department of Community, Trade and Economic Development. The Department representative will sign the loan agreements and one fully-executed copy will be returned to you for your files. We are looking forward to working with you over the course of the project. If you have any questions about the loan agreement, please call me at (360) 664-0406. You may also call Denise Van Housen, the Regional Account Executive for your area at (360) 753-4283. Since(ely ,¢.~ Mike Woods Contracts Manager Administrative services provided by the Department of Community, Trade and Economic Development PWTF FAX Web Site DWSRF (360) 75%3262 (360) 66,1-3029 , http:/Iwww, crab.wa.govlpwtf (360) 586-2472 FINDING OF CATEGORICAL EXCLUSION (NEPA) AND FINDING OF CATEGORICAL EXEMPTION (SEPA) It is the finding of CTED that the following activities are Categorically Excluded under the National Environmental Policy Act, as explained under EPA regulations 40 CFR Chapter 1 (7-1-97 Edition) 6.107, and are Categorically Exempt under the Washington State Environmental Policy Act (RCW 43.21C. 110 and WAC 197.11.800). City of Bremerton (Name of Applicant) 3027 Olympus Drive Bremerton, Wa. 98310 (Street, City, Zip Code) 360) 478-5315 (Telephone Number) Bremerton 97-78897-028 (Project Title or Name) Reservoir cover replacement (Purpose and Nature of Project) City of Bremerton (Location of Project) $1,211,000.00 (Estimated Cost of the Project) Reasons for Categorical Exclusion/Exemption: Project has determination of exemption from SEPA process, based on no effect associated with replacement of reservoir cover. Signature of DWSRF Program Manager Date NOTICE TO THE PUBLIC OF INTENT TO REQUEST RELEASE OF FUNDS TO ALL INTERESTED AGENCIES, GROUPS AND PERSONS: On or about June 15, 1998 the above-named City water system will request the State of Washington Department of Community, Trade and Economic Development (CTED) to release funds under the Safe Drinking Water Act of 1996 for the above-named project. Project related information is on file at CTED, P.O. Box 48319, Olympia, Washington 98504-8319 and is available for public examination and copying upon request. City of Bremerton will undertake the project described with Drinking Water State Revolving Loan funds. INSTRUCTIONS FOR COMPLETING DRINKING WATER STATE REVOLVING FUND VOUCHERS General Information The Loan Agreement describes the points.at which your loan funds may be disbursed to you. Disbursements are initiated by the BORROWER on the attached Invoice Vouchers. Funds will be disbursed on a reimbursement basis only. Costs must have been incurred after the date of loan agreement execution. Disbursement. requests must be supported by' evidence that costs have been incurred. Evidence may include bills or redepts from your contractors. A loan fee of 3% of the loan will be assessed in two stages: (1) At the first disbursement request; and (2) the final disbursement (project close-out). The loan agreement may place conditions on the draws. Generally, draws for non- construction' activities are allowed immediately upon loan agreement execution. Draws for construction activities require that certain conditions be met. Those conditions include: , . · Issuing a Notice to Proceed; · Completion of the State Environmental Review Process (SERP); · Other conditions as required. - Invoice Voucher fl1 Voucher #1 includes an assessment for part of the 3% loan fee. The first assessment is 1 1/2% Of the loan amount for consa'uction activities. The first fee assessment is non-. refundable. Place the first reimbursement request amount on the appropriate line. The total draw request is the first loan fee assessment plus the amount requested for reimbursement. Attach supporting documentation. Include the Notice to Proceed if the request includes reimbursement for construction activities. Sign the voucher in the upper dght hand comer and return it to: DWSRF Program PO Box 48319 Olympia, WA 98504-8319 Staff will review your disbursement request upon reciept. You will normally recieve funds within two weeks of the request. \~JqAC-I\VOL2~IV~LGA\CIU~RF~CONTRAC%SRF Voucher Instruc~ons.doc Invoice Voucher ~ and Subsequent You have been provided with one copy of the voucher used for the second and subsequent draw requests. Make a copy of this form, as it will be used for all the remaining draws except the final draw. Place the voucher number in the blank space on the first line. Place the reimbursement request amount on the appropriate line. Attach supporting documentation. Include the Notice to Proceed if the request includes reimbursement for construction activities. :, .~, Sign the voucher in the upper right hand comer and retum it to: . DWSRF Program , . PO Box 48319 Olympia, WA 98504-8319 Staff will review your disbursement request upon reciept. You will normally recieve funds within two week of the request. Final Draw . . ' The final payment will be withheld until your project has closed-out, and clearance has been received from .the state Departments of Revenue and Labor & Industries. When your project is near completion, call the Public Works staff to obtain a copy of the Final Project Report and the final invoice voucher. \~NAC-I\VOL2~IV~.GA\CII.ASRF~CONTRACT~RF Voucher Insffuc~3ns.doc FORM STATE OF WASHINGTON A19-1A INVOICE VOUCHER AGENCY NAME ATTN: Public Works Board Post Office Box 48319 Olympia, Washington 98504-8319 VENDOROR CLAIMANT(warrant is. to be. payable to) Bremerton 3027 Olympus Drive Bremerton, WA 98310 AGENCY USE. ONLY AGENCY NO. 1030 ICONTF~CT NO~ OR GA AUTH. NO. ' 001 INSTRUCTIONS TO VENDOR OR CLAIMANT:~ I In the absence of a detailed invoice, submit this form to c~aim payment for materials, merchandise or services. Show complete detail for eac~h item. Vendor's Certificate: I hereby cerlJfy under penalty of pedury fllat the items and tetais listed to the State of washington, and tha~ all goods furnished and/or services rendered have been provided without disc~imina§on because of age, sex, rnadtal status, race, creed, color, naaonal origin, handicap, religion, or Viel~am era or disabled veteran status. By: (Sign in ink) (Date) FEDERAL I.D. NO. OR SOCIAL SECURITY NO. IRECEIVED BY DATE RECENED DHnking Water State Revolving Fund, Loan Number 97-78897-028, Voucher #1 SRF Loan Amount For Construction Activities: SRF Loan Amount For Administrative Fee: Total Loan Amount: Loan Fee Installment (1 1/2% of loan amount) First Reimbursement Request (provide supporting documentation) $1,000,000.00 $30,000.00 $1,030,000.00 $15,000.00 Total Draw Request: PR~FPARED BY (Fiscal)' DATE iSERVICE AREA APPROVAL ' DATE " I DOC DATE CURRENT hoc NO REF DOC NO VENDOR NUMBER VENDOR MESSAGE M SUB TRANS O APPN PROGRAM SUB SUB INVOICE GENERAL SUF CODE D FUND INDEX INDEX OBJ OBJ CNTY CITY PROJECT AMOUNT NUMBER LEDGER APPROVED FOR PAYMENT BY FISCAL DATE JWaRRANT TOTAL I Approved C'rED Form a19-1A (10/15/95) FORM STATE OF WASHINGTON A19-1A INVOICE VOUCHER AGENCY NAME ATTN: Public Works Board Post Office Box 48319 Olympia, Washington 98504-8319 VENDOR OR'CL~iMANT (warrant is to be payable to) Bremerton 3027 Olympus Drive Bremerton, WA 98310 .:BERN. I.D. NO. OR SOCIAL SECURITY NO. DATE::' l, ~,: ; ' : DESCRIPTION AGENCY NO. 1030 AGENCY' USE ONLY CONTRACT NQ. OR GA AUTH. NO. 001 INSTRUCTIONS TO VENDOR OR CLAIMANT: In the absence of a detailed invoice, submit this form to claim payment for materials, merchandise or services. Show complete detail for each item. Vendor's Certificate: I hereby certify under pena!ty of perjury that the items and totals listed to t~e State of washington, and that all goods furnished and/or services rendered have been provided without discrimination because of age, sex, madtal status, race, creed, color, national odgin, handicap, religion, or Vietnam era or disabled veteran status. By: (Sign in ink) (Date) Drinking Water State Revolving Fund, Loan Number 97-78897-028, Voucher # Total Loan Amount (Includes Loan Fee Amount): $1,030,000.00 2nd and Subsequent Reimbursement Request (Provide Supporting Documentation) AMOUNT PREPAR_ED BY (Fiscal) DATE SERVICE AREA APPROVAL DATE DOC DATE CURRENT DOC NO REF DOC NO VENDOR NUMBER VENDOR MESSAGE M SUB TRANS O APPN PROGRAM SUB SUB INVOICE GENERAL SUF CODE D FUND INDEX INDEX OBJ OBJ CNTY CITY PROJECT AMOUNT NUMBER LEDGER APPROVED FOR PAYMENT BY F1SCAL DATE WARRANT TOTAL Approved CTED Form A19-1A (10/15/95) Borrower PUBLIC WORKS BOARD NOTICE OF CONTRACT AWARD AND NOTICE TO PROCEED Date Bid Solicitation Published Bid Opening Date/Number of Bids Received Date Contract Awarded Name of Contractor Notice to Proceed Issued Start of Construction Submitted By: Contract Amount $ Signature Name Title Address Phone DRINKING WATER STATE REVOLVING FUND LOAN AGREEMENT 97-78897-028 CITY OF BREMERTON PART i: ENTIRE AGREEMENT This agreement, and incorporated attachments, contains all terms and conditions agreed to by the DEPARTMENT and the BORROWER. This contract consists of ten pages and four attachments. ATTACHMENT I: SCOPE OF WORK, consists of a description of local project activities, certification of the project's useful life, and identification of estimated project costs and fund sources and is, by this reference, incorporated into this agreement as though set forth fully herein. In addition, ATTACHMENT I1: ATTORNEY'S CERTIFICATION, ATTACHMENT II1: FEDERAL AND STATE REQUIREMENTS, and AI-f'ACHMENT IV: SMALL AND DISADVANTAGED BUSINESS UTILIZATION REQUIREMENTS are by this reference incorporated into this agreement. The DEPARTMENT and the BORROWER have executed this agreement as of the date and year last wdtten below. DEPARTMENT OF COMMUNITY, TRADE AND ECONOMIC DEVELOPMENT BORROWER Steve Wells Name Director, Local Government Division Title Title Date Date Approved as to Form by Attorn_.ey General Assist"ant Attomey General Date Federal Taxpayer Identification Number Page 1 SRF Loan Agreement Municipal Systems 8/11/98 R:\DIWLGA~CIU\SRF\97 Cycle Contracts\97-78897-028.doc PART I1: INTRODUCTION This loan agreement is made and entered into by and between the DEPARTMENT OF COMMUNITY, TRADE AND ECONOMIC DEVELOPMENT, (or its successor) a department of the state of Washington (referred to as the "DEPARTMENT") on behalf of the PUBLIC WORKS BOARD (referred to as the "BOARD"), or its successor, and the City of Bremerton (referred to as the "BORROWER"). The DEPARTMENT has received funds from the Washington State Legislature under the authority of Chapters 70.119A.170 and 43.155.050 RCW to provide financial assistance to selected borrowers for repairs or improvements of domestic water systems to meet the requirements of the Federal Safe Drinking Water Act Amendments of 1996. Acting under the authority of Chapters 70.119A.170 and 43.155.040, the BOARD has selected the BORROWER to receive a Drinking Water State Revolving Fund loan for an approved project. PART IIh PURPOSE The DEPARTMENT and the BORROWER have entered into this agreement to undertake a local project which furthers the goals and objectives of the Washington State Drinking Water State Revolving Fund Program. The project will be undertaken by the BORROWER and will include the activities described in A'FFACHMENT I: SCOPE OF WORK, and in the Drinking Water State Revolving Fund Loan Application submitted to the BOARD by the BORROWER and upon which this agreement is based. The assisted project must be undertaken in accordance with PART IV: TERMS AND CONDITIONS and all applicable federal, state and local laws and ordinances, including but not limited to those specifically enumerated in ATTACHMENT III. PART IV: TERMS AND CONDITIONS The parties to this agreement agree as follows: 4.01 Rate and Term of Loan The DEPARTMENT, using funds received from the Drinking Water Assistance Account, shall loan the BORROWER a sum not to exceed $1,030,000.00. The interest rate shall be four percent (4%) per annum on the outstanding principal balance. The term of the loan shall not exceed 20 years, with the final payment due October 1, 2018. 4.02 Local Project Share The BORROWER pledges to spend on the project an amount of locally-generated revenue not less than 10% (ten percent) of the total eligible portion of the project cost not funded by federal or state grants as identified in ATTACHMENT I: SCOPE OF WORK, to be verified at the time of project close-out. Local project share must consist of expenditures related only to project activities described in ATTACHMENT I: SCOPE OF WORK. These expenditures may be made up to twelve (12) Page 2 SRF Loan Agreement Municipal Systems 8/11/98 R:\DIV~LGA\CIU\SRR97 Cycle Contracts\97-78897-028.doc months prior to the loan pre-application date (October 1, 1997) and verified at the time of project close-out. 4.03 Disbursement of Loan Proceeds The DEPARTMENT shall issue warrants to the BORROWER for payment of allowable expenses incurred by the BORROWER while undertaking and administering approved project activities, in accordance with A'FI'ACHMENT h SCOPE OF WORK. The total Drinking Water State Revolving Fund Loan shall not exceed ninety percent (90%) of the eligible actual project costs. The loan funds will be disbursed to the BORROWER as follows: The disbursement of loan proceeds shall be initiated by the BORROWER on a Washington State Invoice Voucher form provided by the DEPARTMENT. All expenses must have been incurred by the BORROWER at the time of voucher submittal. Disbursement requests must be supported by bills or reciepts as evidence that costs have been incurred. A loan fee will be assessed in the following manner: 1. The first request for reimbursement shall include an amount equal to 1 1/2% of the loan amount. This amount is non-refundable. 2. The final request for reimbursement at close-out shall include an amount sufficient to bring the total loan fee assessment to 3% of the actual final loan amount. In no case shall loan funds be disbursed for construction activities until the following conditions have been met: · The BORROWER issues a Notice to Proceed which follows the formal award of a construction contract; · The BORROWER has completed the State Environmental Review Process; · The BORROWER obtains approval of a water system plan from the Washington State Department of Health (DOH) within 6 months of loan agreement execution; · The BORROWER obtains DOH approval of a project report for the project funded by this loan. At the time of project completion, a Close-out report (refer to section 4.18 for Close-out Report) shall be submitted to the DEPARTMENT by the BORROWER certifying total actual project costs. The Close-out Report shall include copies of the approved closure reports from the Department of Revenue and the Department of Labor and Industries. The final Drinking Water State Revolving Fund loan disbursement shall not bring the total loan in excess of ninety percent (90%) of the eligible project costs or the total of (loan amount) whichever is less, nor shall this disbursement occur prior to the completion of all project activities and clearance of all Close-out documents from the Department of Revenue and the Department of Labor and Industries. The Close-out Report shall serve as a contract AMENDMENT for determining the final loan amount and local share. Page 3 SRF Loan Agreement Municipal Systems 8/11/98 R:\DIV'tLGA\ClU\SRF~97 Cycle Contracts\97-78897-028.doc 4.04 Time of Performance The BORROWER shall begin the activities identified within ATTACHMENT I: SCOPE OF WORK no later than ninety (90) days after loan agreement execution, and reach project completion no later than thirty-six (36) months after the date of agreement execution. Failure to perform within the time frame described in the preceding paragraph may constitute default of this agreement and require the immediate repayment of any loan funds disbursed. In the event of extenuating circumstances, the BORROWER may request, in writing, that the BOARD extend the deadline for project completion. The BOARD may, by a two-thirds vote, extend the time of completion. The term of this agreement shall be for the entire term of the loan, irrespective of actual project completion, unless terminated sooner as provided herein. 4.05 Repayment The first loan repayment under this agreement is due October 1, 1999, and subsequent installments are due on October 1 of each year during the term of the loan. The first repayment under this agreement shall consist of interest only at the rate of four percent (4%) per annum, calculated on a 360-day year of twelve 30-day months, applied to funds received from the DEPARTMENT. Interest will begin to accrue from the date the DEPARTMENT issues each warrant to the BORROWER. Subsequent repayments shall consist of the principal due divided by the loan term remaining plus interest on the unpaid balance of the loan. The final payment shall be an amount sufficient to bring the loan balance to zero. The BORROWER has the right to repay the unpaid balance of the loan in full at any time, and the right to repay at a faster rate than is provided in this agreement, provided that any such payment must equal or exceed the amount normally due on an annual basis. The BORROWER will repay the loan in accordance with the preceding conditions through the use of a check, money order, or equivalent means made payable to the DEPARTMENT and sent to: Department of Community, Trade and Economic Development Administrative Services Division/Fiscal Unit 906 Columbia Street S.W. P.O. Box 48300 Olympia, Washington 98504-8300 4.06 Repayment Account The BORROWER shall repay the loan solely from utility revenues, general obligation revenues, or a combination thereof. The name of the fund, account, or sub-account shall be Page 4 SRF Loan Agreement Municipal Systems 8/11/98 R:\DIV~LGA\CIU\SRF\97 Cycle Contracts\97-78897-028.doc 4.07 Default in Repayment Loan repayments shall be made to the DEPARTMENT in accordance with Section 4.05 of this agreement. A payment not received within thirty (30) days of the due date shall be declared delinquent. Delinquent payments shall be assessed a daily penalty beginning on the thirty-first (31) day past the due date. The penalty will be assessed on the entire payment amount. The penalty will be twelve percent (12%) per annum calculated on a 360-day year. Upon default in the payment of any annual installment, the DEPARTMENT may declare the entire remaining balance of the loan, together with interest accrued, immediately due and payable. Failure to exercise its option with respect to any such repayment in default shall not constitute a waiver by the DEPARTMENT to exercise such option for any succeeding installment payment which may then be in default. The BORROWER shall pay the costs and reasonable legal fees incurred by the DEPARTMENT in any action undertaken to enforce its rights under this section. 4.08 Loan Security The BORROWER must select one of the following options for securing repayment of the loan. Please initial the appropriate option. General Obligation: This loan is a general obligation of the BORRWER. OR 2. Revenue Obligation: is a domestic water project. This option may be used only if the entire This loan is a revenue obligation of the BORROWER payable solely from the net revenue of the utility system indicated below. Payments shall be made from the net revenue of the utility after the payment of the principal and interest on any revenue bonds, notes, warrants or other obligations of the utility having a lien on that net revenue. As used here, "net revenue" means gross revenue minus expenses of maintenance and operations. The DEPARTMENT grants the BORROWER the right to issue future bonds and notes that constitute a lien and charge on net revenue superior to the lien and charge of this loan agreement. If selecting the revenue obligation, please choose and initial one of the following utility systems: Water Combined Water Utility (Water/Sewer; Water/Sewedlrrigation; etc.) Nothing in this section shall absolve the BORROWER of its obligation to make loan repayments when due, and to adjust rates, fees, or surcharges, if necessary, to meet its obligations under this agreement. Page 5 SRF Loan Agreement Municipal Systems 8/11/98 R:\DIV~LGA\CIU\SRF\97 Cycle Contracts\97-78897-028.doc 4.09 Recordkeepinq and Access to Records The BORROWER agrees to keep such records as the DEPARTMENT may require. Such records will include information pertinent to work undertaken as part of the project, including demonstration of compliance with the terms and provisions of this agreement and all applicable federal, state and local laws and ordinances. The BORROWER agrees to retain these records for a period of three years from the date of project completion. The DEPARTMENT and duly authorized officials of the state and federal governments shall have full access and the right to examine, copy, excerpt, or transcribe any pertinent documents, papers, records, and books of the BORROWER and of persons, firms, or organizations with which the BORROWER may contract, involving transactions related to this project and this agreement. 4.10 Reports The BORROWER, at such times and on such forms as the DEPARTMENT or the BOARD may require, shall furnish the DEPARTMENT with such pedodic reports as it may request pertaining to the activities undertaken pursuant to this agreement including, but not limited to, quarterly progress reports, MBENVBE status, the Close-Out Report, and any other matters covered by this agreement. Failure to file periodic reports as requested may result in termination of this agreement as per Section 4.14. 4.11 Indemnification The BORROWER will defend, protect, indemnify, save, and hold harmless the DEPARTMENT, the BOARD, and the state of Washington from and against any and all claims, costs, damages, expenses, or liability for any or all injuries to persons or tangible property, adsing from the acts or omissions of the BORROWER or any of its contractors or subcontractors, or any employees or agents of either in the performance of this agreement, however caused. In the case of negligence of both the DEPARTMENT and the BORROWER, any damages allowed shall be levied in proportion to the percentage of negligence attributable to each party. 4.12 Amendments, Modifications, and Waivers Except for an increase in the amount of the loan governed by this agreement, the BORROWER may request an amendment of this agreement for the purpose of modifying the SCOPE OF WORK or for extending the time of performance as provided for in Section 4.04. No modification or amendment resulting in an extension of time shall take effect until a request in wdting has been received and approved by the Board in accordance with Section 4.04. No amendment or modification shall take effect until approved in wdting by both the DEPARTMENT and the BORROWER and attached hereto. No conditions or provisions of this agreement may be waived unless approved by the DEPARTMENT in writing. 4.13 Disputes Except as otherwise provided in this agreement, any dispute conceming a question of fact arising under this agreement that is not disposed of by this agreement shall be decided by a panel Page 6 SRF Loan Agreemen[ Municipal Systems 8111/98 R:~IV~LGA\CIU\SRF~97 Cycle Contracts\97-78897-028.doc consisting of a representative of the DEPARTMENT, a representative of the BORROWER, and a representative of the BOARD. The panel shall reduce its decision to wdting and furnish a copy to all parties to the agreement. The decision of the panel shall be final and conclusive. This clause does not preclude the consideration of questions of law in connection with decisions provided for in the preceding paragraph provided that nothing in this agreement shall be construed as making final the decisions of any administrative official, representative, or board on a question of law. 4.14 Termination for Cause If the BORROWER fails to comply with the terms of this agreement, or fails to use the loan proceeds only for those activities identified in ATTACHMENT I: SCOPE OF WORK, the DEPARTMENT may terminate the agreement in whole or in part at any time. The DEPARTMENT shall promptly notify the BORROWER in wdting of its determination to terminate, the reason for such termination, and the effective date of the termination. Upon termination of the loan agreement, the DEPARTMENT shall declare the entire remaining balance of the loan, together with any interest accrued, immediately due and payable. 4.15 Governinq Law and Venue This agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the state of Washington. Venue of any suit between the parties adsing out of this agreement shall be the Superior Court of Thurston County, Washington. The prevailing party is entitled to recover costs in accordance with Washington State Law (Chapter 4.84 RCW). 4.16 Severability If any provision under this agreement or its application to any person or circumstances is held invalid by any court of dghtful jurisdiction, this invalidity does not affect other provisions of the agreement which can be given effect without the invalid provision. 4.17 Proiect Completion The DEPARTMENT will require and notify the BORROWER to initiate a Close-out Report when the activities identified in ATTACHMENT I: SCOPE OF WORK are completed. In the report, the BORROWER will provide the following information to the DEPARTMENT: A description of the actual work performed, in addition to a certified statement of the actual dollar amounts spent, from all fund sources, in completing the project as described. o Certification that all costs associated with the project have been incurred. Costs are incurred when goods and services are received and/or contract work is performed. Copies of the approved closure reports from the Department of Revenue and the Department of Labor & Industries, certifying that all sales taxes have been paid and appropriate industrial insurance and prevailing wages have been paid. Page 7 SRF Loan Agreement Municipal Systems 8/11/98 R:*J31V~LGA\CIU\SRI~97 Cycle Contracts\97-78897-028.doc 4.18 Proiect Close-out In accordance with Section 4.03 of this agreement, the BORROWER will submit, together with the Close-out Report, a request for the final draw. This disbursement shall not occur prior to the completion of all project activities and clearance of all Close-out documents from the Department of Revenue and the Department of Labor & Industries. The BORROWER shall be responsible to ensure compliance with the Department of Revenue and the Department of Labor & Industries requirements by their contractor(s). 4.19 Audit Audits of the BORROWER'S project activities may be conducted by the Office of the State Auditor. Audits costs are eligible project costs. The BORROWER shall maintain its records and accounts so as to facilitate the DEPARTMENT'S audit requirements. The BORROWER is responsible for any audit exceptions incurred by its own organization. The DEPARTMENT reserves the right to recover from the BORROWER all disallowed costs resulting from the audit. BORROWERS expending $300,000 or more in any fiscal year in federal funds from all sources, direct and indirect, are required to have an audit conducted in accordance with Office of Management and Budget (OMB) Revised Circular A-133 "Audits of Institutions of Higher Education and Other Non-Profit Institutions." BORROWERS expending less than $300,000 or more in any fiscal year in federal funds from all sources, indirect and direct, may have audits conducted by the Office of State Auditor (OSA) on the normal cycle used by OSA. 4.20 Proiect Siqns If the BORROWER displays, dudng the period covered by this agreement, signs or markers identifying those agencies participating financially in the approved project, the sign or marker must identify the Washington State Public Works Board Ddnking Water State Revolving Fund as a participant in the project. 4.21 Utilization of Minority and Women Business Enterprises (MWBE) The BORROWER is required to follow the steps identified in A'I-['ACHMENT IV: SMALL AND DISADVANTAGED BUSINESS UTILIZATION REQUIREMENTS. The goals for the utilization of small and disadvantaged business are stated below: IConstruction Supplies Equipment Purchased Services 10% MBE 6% WBE 10% MBE 6% WBE 10% MBE 6% WBE 10% MBE 6% WBE Page 8 SRF Loan Agreement Municipal Systems 8/11/98 R:~DIWLGA\CILASRF~97 Cycle Contracts\97-78897-028.doc 4.22 Small Business In Rural Areas The BORROWER is required to follow the steps identified in ATTACHMENT IV: SMALL AND DISADVANTED BUSINESS UTILIZATION REQUIREMENTS. The "Fair Share" percentage for SBRAs is 0.5% 4.23 Nondiscrimination Provision During the performance of this contract, the BORROWER shall comply with all federal and state nondiscrimination laws, including, but not limited to chapter 49.60 RCW, Washington's Law Against Discrimination, and 42 U.S.C. 12101 et seq, the Amedcanswith Disabilities Act (ADA). In the event of the BORROWER'S noncompliance or refusal to comply with any applicable nondiscrimination law, regulation, or policy, this contract may be rescinded, canceled, or terminated in whole or in part, and the BORROWER may be declared ineligible for further contracts with the DEPARTMENT. The BORROWER shall, however, be given a reasonable time in which to cure this noncompliance.' Any dispute of fact may be resolved in accordance with the Section 4.13, Disputes. 4.24 Transfer of Ownership During the term of this loan, any change in ownership of the water system(s) improved with funds received by the BORROWER under this loan agreement must be approved in writing by the BOARD. As a condition of approval, the BOARD reserves the right to demand payment in full of the outstanding principal balance of the loan Page 9 SRF Loan Agreement Municipal Systems 8/11/98 R:\DIV~LGA\CIU\SR~97 Cycle Contracts\97-78897-028.doc PART V: SPECIAL ASSURANCES The BORROWER assures compliance with all applicable federal, state and local laws, requirements, and ordinances as they pertain to the design, implementation, and administration of the approved project. Of particular importance are the following: 5.01 Biddinq Requirements The BORROWER shall comply with the provisions of chapter 43.155.060 RCW regarding competitive bidding requirements for projects assisted in whole or in part with money from the Drinking Water State Revolving Fund program. 5.02 Eliqible Proiect Costs The BORROWER assures compliance with WAC 399-30-030(3) which identifies eligible costs for projects assisted with this loan. 5.03 Prevailinq Waqe The BORROWER assures compliance with the prevailing wage laws of the Washington State Public Works Act, chapter 39.12 RCW. 5.04 Federal and State Requirements The BORROWER assures compliance with all applicable Federal and State requirements, including but not limited to those listed in Attachment III. Page 10 SRF Loan Agreement Municipal Systems 8/11/98 R:\DIV~LGA\CIU\SRF~97 Cycle Contracts\97-78897-028.doc 17( DRINKING WATER STATE REVOLVING FUND ATTACHMENT l: SCOPE OF WORK LOAN NUMBER 97-78897-028 Bremerton (Recipient) Corrosion Control Facility and Reservoir No. 4 Cover (Project Title) 1. Provide a clear description of the proiect to be financed in part by a Ddnking Water State .Revolving Fund loan. (Attach additional sheets if necessary): Scope of Work Corrosion Control and Fluoridation Facility To comply with the requirements of the Washin~on State Department of Health's Lead an3 Copper RUle, the City is constructing a facility to reduce ¢orrosivity of the Union River and Gorst Creek well water entering the drinking water system by increasing the pH of the water. The pH increase will be accomplished through the injection of sodium hydroxide (NaOH) into the inlet line for the Cits"s Reservoir No. 4. At the same location, fluoride will also be inu'odueed into the water system through the injection of hydrofluosilicic acid (H:SiF6). The costs associated with fluoridation at the facility have not been added to the Project Costs outlined on the following pages of this form. Scope of Work Floating Cover for Reservoir No. 4 Reservob No. 4 is an l 1 million gallon below pound concrete su'ucture. The existing 12-year old hypaJon floating cober has many rips and tears and is at the end of iQ service life. This project will replace the existing floating cover. The materials and construction of the new floating cover will be the most appropriate to meet current design practices. The term of this loan will be based on an engineer's certification of the expected useful life of the improvements, as stated below, or 20 years, whichever is tess. If the recipien( prefers the term of its loan to be less than either 20 years or the useful life of the improvements, the preferred loan term should be indicated: ~ I, -T~V,.,o?c,s- F_,, ¢¢,,,udf,~f_~ . , licensed engineer, certify that the aver,a~.e expected u~eful¢life'~-for the improvements described above is 50/7-.0 years. Signed: R:~D ev%LGA\CI U\S RF~CO NTRACT~.S R F ATTACHI.ciot Scope of Work, DWSRF Loan Agreement Number 97-78897-028 Page Two Estimated Proiect Costs: r._c~T~ (d~:~6,-I~.¢~Lq Preliminary Engineer Report Design Engineering L'~'~ Bid Document Preparation Environmental Studies Land/Right-Of-Way Acquisition Sages or Use Taxes Audit Costs Other Fees Construction Inspection Start-up Costs Financing Costs Contingency.~%~ Construction TOTAL ESTIMATED COSTS $ G(~tOo~ $ :~00~ooo $ $ $ $ $ $ $ 301000 $ L G'-/, 000 $ I.: 15'5: OCX:p $ I, Anticioated Fundina Sources: A. Federal Grants State Grants Locally Generated Revenue ({Fo? General Funds ~ ~.-,-~.r Capital Reserves Other Fund Rates Assessments (LID, RID, ULID) Special Levies Federal Loan(s) from: (identify all) State Loan(s) from: (identify all) Other. (identify sources) TOTAL LOCAL REVENUE $ $ $ $ $ $ $ $ $ $ $ tS'I ~0o0 DWSRF Loan C. DWSRF CONSTRUCTION LOAN (for project costs) DWSRF LOAN FEE (3% of construction loan) TOTAL DWSRF LOAN R:\DIV~LGA\CIU\SP, F~CONTRAC-RSRF A't-CACH 1 .dot $ I tO00: $ :~0: oo 0 $ l Scope of Work, DWSRF Loan Agreement Number 97-78897-028 Page 3 Calculating Local Percentaoe: Notes: 1. Expansion/Growth costs are not eligible for DWSRF funding. Please exclude any expansion or growth related costs and funding before calculating the local percentage. 2. Grant funds can not be counted as local match. Calculate as follows: Total Local Revenue DWSRF Oonstruction Loan + Total Local Revenue = Local Percentage The local contribution must be at least ten percent (10%) R:\DIV~LGA\CIU\SRP'"ICONTRAC'~SRF ATTACH1 .~Jot Attachment III 1) 2) Federal and State Requirements Environmental Authorities a) Archeological and Historic Preservation Act of 1974, Public Law 86-523 as amended b) Clean Air Act, Public Law 84-159 as amended c) Coastal Barrier Resources Act, Public Law 92-583 as amended d) Endangered Species Act, Public Law 93-205 as amended e) Environmental Justice, Executive Order 12898 f) Floodplain Management, Executive Order 11934 as amended by Executive Order 12148 g) Protection of Wetlands, Executive Order 11990 h) Farmland Protection Policy Act, Public Law 97-98 i) Fish and Wildlife Coordination Act, Public Law 85-624 as amended j) National Historic Preservation Act of 1966, Public Law 89-665 as amended k) Safe Drinking Water Act, Public Law 93-523 as amended I) Wild and Scenic rivers Act, Public Law 90-542 as amended Economic and Miscellaneous Authorities a) Demonstration Cities and Metropolitan Development Act of 1996, Public Law 89- 754 as amended, Executive Order 12372 b) Procurement Prohibitions under Section 306 of the Clean air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control Ac with Respect to Federal Contracts, Grants, or Loans c) Uniform Relocation and Real Property Policies Act, Public' Law 91-646 as amended d) Debarment and Suspension, Executive Order 12549 3) Social Policy Authorities 4) a) Age Discrimination Act of 1975, Public Law 94-135 b) Title VI of the Civil Rights Act of 1964, Public Law 88-352 c) Section 13 of the Federal Water Pollution Control Act Amendments of 1972, Public Law 92-500 (the Clean Water Act) d) Section 504 of the Rehabilitation Act of 1973, Public Law 93-112 (including Executive Orders 11914 and 11250) e) Equal Employment Opportunity, Executive Order 11246 f) Women's and Minority business Enterprise, Executive Orders 11625, 12138 and 12432 g) Section 129 of the Small Business Administration Reauthorization and Amendment Act of 1988, Public Law 100-590 State Laws a) Chapter 36.70A RCW, Growth Management Act b) Chapter 39.80 RCW, Contracts for Architectural and Engineering Services c) Chapter 39.12 RCW, Washington State Public Works Act d) Chapter 43.20 RCW, State Board of Health e) Chapter 43.70 RCW, Depar[ment of Health /75' 0 Chapter 70.116 RCW, Public Water Systems Coordination Act of 1977 g) Chapter 70.119 RCW, Public Water Supply Systems Certification and Regulation of Operations h) Chapter 70.119A RCW, Public Water Systems, Penalties & Compliances i) Chapter 246-290 WAC, Group A Public Water Systems j) Chapter 246-291 WAC, Group B Public Water Systems k) Chapter 246-292 WAC, Waterworks Operator Certification Regulations I) Chapter 246-293 WAC, Water Systems Coordination Act m) Chapter 246-294 WAC, Drinking Water Operating Permits n) Chapter 246-295 WAC, Satellite System Management Agencies o) Chapter 173-160 WAC, Minimum Standards for Construction & Maintenance of Wells p) Title 173 WAC, Department of Ecology Rules q) Title 40 Part 141 Code of Federal Regulations, Federal National Primary Drinking Water Regulations (Section Adopted by Reference) Drinking Water State Revolving Fund ATTACHMENT Ih ATTORNEY'S CERTIFICATION I am an attorney at law admitted to practice in the State of Washington and the duly appointed attorney of the k,.._ ~- ! ~ o -- ~ ~ ~ 'A-¢ -' "d' ~ (the BORROWER); and I have also examined any and all documents and records which are pertinent to the loan agreement, including the application requesting this financial assistance. Based on the foregoing, it is my opinion that: The BORROWER is a public body, properly constituted and operating under the laws of the State of Washington, empowered to receive and expend federal, state and local funds, to contract with the State of Washington, and to receive and expend the funds involved to accomplish the objectives set forth in their application. 2. The BORROWER is empowered to accept the Drinking Water State Revolving Fund financial assistance and to provide for repayment of the loan as set forth in the loan agreement. o There is currently no litigation in existence seeking to enjoin the commencement or completion of the above-described public facilities project or to enjoin the BORROWER from repaying the Drinking Water State Revolving Fund loan extended by the DEPARTMENT with respect to such project. The BORROWER is not a party to litigation which will materially affect its ability to repay such loan on the terms contained in the loan agreement. 4. Assumption of this obligation would not exceed statutory and administrative rule debt limitations app icab ¢ to the BORROWER. ? / Date · ;-:.;':'....';'.Name Address /77 ATTACHMENT IV SMALL AND DISADVANTAGED BUSINESS UTILIZATION REQUIREMENTS Affirmative steps shall include: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; 5. Using the services and assistance of the Small Business Administration, and the Minority Business Development Agency of the Department of Commerce; and 6. Requiring the prime contractor, if subcontracts are to be let, to take the 5 affirmative steps listed above.