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Home My WebLink About5431 ��r,�h�� CONTRACT MODIFICATION AGREEMENT NO. 2 BETWEEN THE CITY OF BREMERTON AND FRASER + FOGLE ARCHITECTS PROJECT Burwell Pedestrian Tunnel CONSULTANT_ Fraser+Fogle Architects , i llATE May 11, 2016 THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE i � Professional Se�vices A�reement � AGREEMENT (the "Contract") entered into behveen the City of Bremerton and Fraser + ; Fo�le Architects on 12/9/2014. I All provisions in the Contract shall i•ecnain in full force and effect except as expressly modified by ' this document. ' I For valuable consideration and by mutual consent of the pa��ties, the modifications to the Contract ; are as follows: i I. j ; Section I. Scone , is modified as follows: i Modify Phase 3 tasks as outlined in the attached Package Redefinitions Document. ; i Section II. Term , is unchanged. i Section III. Compensatiun , is modiCied as follows,per attached Exhibit C T.11e original contract amount was_Two Hundred and Twenty Two, Two Hundred and Fortv- ' Three Dollars ($222,243.00), and modified by Contract Modification No. l to Two Hundred Ninetv-Five Thousand,Ei�ht Hundred and Fortv llollars ($295.840 00) `l'he City shall pay the � Consultant for the additional work dcscribcd above, based on time and materials, an amount not to exceed_ Fi�hteen Thousand, One Hundred Fifty-Six Dollars ($18,156 001 for a total amended contract amount of Three Hundred Thirteen Thousand, Nine Hundred and Ninetv Six Dollars ($313,996.00), including this Contract Modification. : II. Consultant accepts all requirements of this Contract Modification by endorsing below. i Consultant further agrees that this Contract Modi�cation constitutes full and final settlement of all of tlie Consultant's claims for contract timc and for all costs of any kind, including � without limitation, costs of delays related to any work either covered or affected by this � Contract Modi�cation, claims related to on-site or home of�ce overhead, or lost profits. This Contract Modification does not limit the City's right to bring a claim for past performance. CONTRACT MODIFICATION � Project Number: The undersigned consultant approves the foregoing Contract Modification as to the changes, if any,in the contract price specified for each item, including any and all supervision costs and other miscellaneous costs relating to the changc in work, and as to the extension of time allowcd, if any,for completion of the entire worlc due to said Contract Modificution. This document will become a supplement of the contract and all provisions will apply hereto. It is understood that this Contract Modification shall be effective when approved by the City � of Brcmcrton. � The parties whose names appear below warrant that they are authorized to enter into a � contract modification that is binding on the parties of this contract. In addition, Consultant � �varrants that it has or will inform the surety of this change, and shall take appropriate action ; to modify any bonds rcquircd undcr thc contract to address this change. ' i IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day and year first written above. � City Engineer/Public Worlcs Director approved to proccss �/��/� � Initials and Date i I CONSUL'fANT. THE CITY OF BREMERTO - i Fraser+ Fo le A• itects � BY By Patt � Its Its Mayor � DATE:�� JJ(JZ DATE: D� ZS ZO/.� � APPROVED AS TO FORM: ATTEST: ; � Bremerton C' y ttoiney City Clerk NOTYCES TO BF SENT TO: NOTICES TO B�SF.NT TO: � Brad Fogle Chal Mai�tin, P.E. ; 701 N 36`�' Street Dicector of Public Works &Utilities ! Suite 330 100 Oyster Bay Avenue North Scattle, WA 98103 Bremei�ton, WA 98312 . fi:\I,EGAL\Contracts\PORMS\Contr�ct Modification(2003).doc CONTRACT MODIFICATION 2 Project Number: RENOVATE BURWELL PEDESTRIAN GATE & TUNNEL Package Redefinitions PACKAGES REQUIRING REVISIONS: 1. Equipment&Material Procurement Package (for execution by City of Bremerton). 2. North End Package (for execution by Navy Contractor). 3. Tunnel-South End Package(for execution by Navy Shops). EQUIPMENT 8 MATERIAL CITY PROCUREMENT PACKAGE: • Modify list of equipment&material items as agreetl upon by City, Navy and AE for inclusion in City procurement package including: ■ Remove the following items from the procurement package: 1. Pedestrian Turnstiles 2. Authentication Modules 3. Bicycle Racks ■ Modify electrical fixture quantities as required to accommodate turnstile design change. ■ Subdivide remaining procurement groups into North End antl South End so they are identifiable as such and ensure vendors package separately for delivery. ■ Confirm whether warranties are transferable. ■ Obtain revised bids in accordance with BMC 2.76.040. ■ Forward bids to City for procurement for an approximate purchase 30 days after construction award. NORTH END PACKAGE(NAVY CONTRACTOR) Revised Final Package includes full specs and drawings. SPECIFICATIONS • Itemize and assign value to procurement items in Division 01 for tax purposes. • Remove Traffic Control Memorandum from specifications. • Incorporate work restrictions pertaining to outages in Division 01 14 00. • Incorporate procurement delivery criteria in Division 01. • Remove Bicycle Racks from Division 12 93 00. DRAWINGS • Remove the following items from the Optional Bid Items: 1. Traffic Control Memorandum 2. Pedestrian Turnstiles 3. Bicycle Racks • Modify electrical fixture quantities as required to accommodate turnstile design change. • The following drawings require revisions due to changing from a bicycle tumstile to a tantlem turnstite: 1. GENERAL ■ G-001 Title Sheet(Optional Bid Items) 2. CIVIL ■ C-102 Grading and Drainage Plan ■ C-103 Paving Plan 3. LANDSCAPE ■ L-110 Street Level—Paving Layout Plan ■ L-120 Street Level—Planting Plan &Details ■ L-501 Paving Layout and Detaiis 4. STRUCTURAL ■ S-301 Street Level Plan—North End ■ S-401 Plan at Turnstile Structure 5. ARCHITECTURAL ■ A-001 General Notes ■ A-101 Architectural Site Plans ■ A-103 Street Level Plan—North End ■ A-201 Site Elevations ■ A-202 Site Elevations ■ A-411 Enlarged Plans at Turnstiles ■ A-412 Enlarged Plans at Turnstiles ■ A-413 Enlarged Elevations at Turnstiles � A-414 Enlarged Sections at Turnstiles ■ A-511 Turnstile Plan Details ■ A-512 Turnstile Section Details 6. ELECTRICAL ■ E-200 Street Level Plan -Power ■ E-202 Street Level Plan - Lighting ■ E-204 Street Level Plan -Systems ■ E-404 Schedules TUNNEL-SOUTH END PACKAGE(NAVY SHOPS) 1. GENERAL ■ G-001-T Title Sheet(Optional Bid Items) 2. ARCHITECTURAL ■ A-101-T Street Level Architectural Site Plan ■ A-102-T Tunnel Level Architectural Site Plan ■ A-104-T Tunnel Level Plan—South End Exhibit C Professional Services Budget City of Bremerton Burwell Tunnel Repair Project Original Budget Expended to Date Remaining(De-obligated) Total Budget PREVIOUS TASKS Phase 7,Task 1:Bid Document Prep $ 43,920.00 3 94,243.78 $ (50,323.78) $ 94,243.78 Phase 1,Task 2:Bid Administration $ 9,417.00 $ 9,071.14 $ 345 86 $ 9,071 14 Phase 2,Task 1:Construction Mgmt and Admin $ 142,187.00 $ 2,096.58 $ 140,090.42 $ 2,096.58 Phase 2,Task 2:Management Reserve $ 26,719.00 $ 26,314.06 $ 404.94 $ 26,314.06 Total Previous Tasks $ 222,243.00 $ 131,725.56 $ 90,517.44 $ - $ 131,725.56 MODIFICATION 1 Phase 3,Task 1-Revise Contract Documents for Re-bid $ 28,630 $ 2,881 $ - $ 15,032 $ 1,456 $ 17,414 $ 25,477 $ 2,793 $ 93,683 Phase 3,Task 2-Bid Administration $ 4,350 $ - � - $ - $ - $ 1,675 $ 1,389 $ - $ 7,414 Phase 3,Task 3-Material Procurement Administration $ 12,535 $ 26,721 $ - $ - $ - $ - $ - $ - $ 39,256 Phase 3,Task 4-Management Reserve $ 13,359 � 5,402 $ - $ - $ - $ - $ - $ - $ 18,761 Phase 3,Task 5-Traffic Study $ 5,000 � - $ - $ - $ - $ - $ - $ 5,000 Total Modification $ 58,874 $ 40,004 $ - $ 15,032 $ 1,456 $ 19,089 $ 26,866 $ 2,793 $ 164,114 Architecture CM Mechanical Electricat Landscape Civil Structural Cost Estimator Total Budget MODIFICATION 2 Phase 4,Task 1-Revise Contract Documents forTurnstiles 5 24,813 $ 7,203 $ - S 1,680 5 1,050 $ 683 $ 1,260 $ 6,982 $ 43,671 $ - $ - 3 - $ - $ - $ - $ - $ - $ - $ - � - 5 - $ - $ - $ - $ - S - $ - $ - $ - $ - $ - S - $ - � - $ - $ - $ - $ - $ - $ - 5 - $ - $ - $ - $ - Less unused portion Phase 3,Task 1 $ (25,515) Total Modi£cation $ 24,813 $ 7,203 $ - $ 1,680 $ 1.050 $ 683 S 1,260 $ 6,982 $ 18,156 TOTAL $ 313,996 Confidential 3/18/2016 Summary-Page 1 of 1 Contract Number: 5431 Vendor: FRASER+FOGLE ARCHITECTS Subject: PSA - Burwell Tunnel Repair Project Department: Engineering File Class: GS2011-169 Rev. 1 Capital Assets (Non-Real Property) Begin Date: 12/9/2014 End Date: 12/31/2015 Review Date: 1/1/2016 Vault Date: Comments: CO #Ol 9/2/15 �n�.� �� AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Modify Professional Services Study Session Date: August 26, 2015 Agreement with Fraser+ Fogle for Burwell COUNCIL MEETING Date: September 2, 2015 Tunnel Project Department: PW 8� U Presenter: Knuckey Phone: 473-2376 SUMMARY: On November 5, 2014,the City awarded a contract with Fraser+ Fogle Architects for $222,243 to design and perform construction management for the Burwell Pedestrian Tunnel Project. In March the City received a single bid for the project which exceeded available funds and was rejected. The consultant was directed to revise the bid documents to allow for a second bid of the project. The results of the second bid were similar to the first when only two bids were received which were again rejected since they both exceeded available funds. The City and Nary have revised the project approach in that the Navy will now contract for construction using Federal Funds, and the City wil{procure materials and equipment to the Navy to be incorporated into the construction. In addition, Fraser+ Fogle will develop all bid documents both for the equipment 8 material procurement as well as the bid documents for use by the Navy in constructing the improvements. The proposed Contract Modification addresses work delivered to date, and provides scope and budget for the proposed procurement documents to be contracted by the City, and construction documents to be contracted by the Navy. . ATTACHMENTS: 1)Council Summary 2) Contract Modification with attachments , FISCAL IMPACTS (Include Budgeted Amount): The Commerce grant provides reimbursement of all project costs with no match required. STUDY SESSION AGENDA: 0 No Presentation ❑ Full Pnesentation STUDY SESSOON ACTION: 0 Consent Agenda ❑ General Business ❑ Public Hearing 9tECOMMENDED MOTION: Move to approve the Contract Modification with Fraser+ Fogle Architects to increase the contract to $295,840 and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: v�Approve ❑ Deny ❑Table ❑ Continue ❑ No Action Fortn Updated 01/07N5 i i ��1�1'd'][��'�' 1V��g3Ig+'dCA�'I�N A��2�E1Vd�l�'�' 1�1�D. fl � �lE�'W]E�1�1�'�� Cg�'Y OF �I�1E11�[E12�'�N�4IV�D � � , lF`RAsS�It + IE'�Gg,� AI2�H�'Il'��'� � i ; ; PR(D.IECT Bucwell Pedestrian:i'unncl � i CONSULTANT Fraser+Fo�e Architects I 1)A'I'� August 17,2015 T�IIS C�NTRACT MODIFICA'I'ION AGREEMENT SP�CIFdCALLY AIVI�NDS THE Professional Scrvices A�reemeut AGR��M�NT' (the "Conh•act") entered into behveen the City of Sremerton aud Fraser + � i'o�le A�•cliitects on 12/9/2014. I AU pcovisions in tl�e Contract shai( remain in fi�ll force and effect except as expressly inodif7ed by { this document. � I For valuable consideration antl by mutual consent of the parties, the modifications to the Contcact � t�re as follorvs: r. Section I. Scope , is modified�s follows: I Adcl Phase 3 taslcs as outlined iti the attached Exhibit A, aiid fi�cthei• defined in tlle Pacl<age � Definitions and �c�uipment List, � Section lI.Tei•m , is inodified as follows: I The Consultant shall complete the wocic described in this Contract Modification Agreement by I G/31/2017 Scction �II. Cornpeusation , is modified�s follows,pei•attac}ied Exhihit C The original contcact amouilt was '�"�vo �Iu��dred ai►d 7'weuiv T�vo, Two Hin�dred �ud I'ortv- '�'I�rec Dollars ($222,243.00). The City shall p�ty the Consult�nt for the �dditional worlc desa•ibed above, based on time and materials, an�mount not to excced_ Seventv-Tl�ree Thous�nd, I'ive Hw�dred Niuetv-Seven�ollars($73,597.OU)for� total amended contrf�ct amotint of T�vo Hundred Ninetv-Tive Thousaud, �i�ht Huudred and Tortv Dollars ($295,840.00), including � this Contract Modificltion. � f i II. ; Consultant accepts all ►•equiremeiits of tl�is Coi►tract Modificafion by endorsi�ig belo�v. Consultant furtl�er agrees tl��t tl�is Cont�•act Modification constitutes full aud final settlement ' of all of the Consults�nt's cl�itns fof• contract tiuie aiid for all costs of a�iy lcind, i�icludi�ig ; witl�out limitatioii, costs of delays rel�ted to any �vorlc eithei� covered or affecfed by this ' CONTRACT MOD]FICAT.[ON 1 � Project Number: ; , i i Coiitract Modification, elaims related to on-site oi• }�ome office overl�ead, or lost profits. This �ontr�et Modification does not limit tlie Cit,y's right to bl•iug a cl�in� foi•past performa�ice. ' i Tlie i�nde►•signed co�isult�nt approves the foregoing Coutract Modification as to the changes, � if any, iu the conh•act p��ice specified for e�ch item, iucluding any and all supervision costs and I otlier miscellaneous costs relating to tl�e change in �vorlc, a�id as to tl�e extensio�i of time ! allosved,if any,foj•completion of tlie enti►•e`vorlc due to saici Ca�t►•act Modification. � i This doci�mei�t tivill become � supplemeut of'the conh�act and all provisions will apply hereto. It is undei•stood tliflt this Contract lYdodification sfia�ll Ue effective�vhe�i approvecl by the City I of I�remerto�i. , The purties whose names appcar below �v�i•r��it that tliey are autliorized to eiiter info a contruct modificatioii th�t is bi�►din�; on the p�rties of tliis contract. Li nddition, C:o►isultaiit �v�rrants tl��t it I�as or will in!'orm the sure ,ty of tliis ch�uge, aud shall take appropriate�ction to mudify auy bonds required under tl�e contract to address this change. I IN WITN�SS WH�R�CO�', tlie p�rties li�ve executed tl�is (:outract Modification on tlie day � .ind year first�vritten above. � �i� � Cify�ugineer/Public Worlcs Director approved to proc �' � ]nili�ls and Date � CONSUI,TAIVT. T�I�CITY OI+BR�IVICRTON ( Fraser Po le Ar 'tects I BY , By P�tt nt I Its Its Ma DATE:_ � ��12v1�j DATE:_ID— � — �1.� I APYROVI:D AS TO FORM: Ai'T�ST: I . � Bremerton Ci /1 orne City Clerlc NOTIC�S T I3E S�N�'TO: N(DTIC]CS TO B� SENT 1 O: i ! Bracl I'ot;le Chal Mactin,P.E. I 701 N 36��' Street Di►•ectoi•of P�iblic Worlcs&Utilities I Suite 330 100 Oyster Bay Avenuc North ' Seattle, WA 98103 Bremerton, WA 98312 � i R:ILLGAL1Coulracls\�OIZMS1Contra�t Modi(ication(2003).doc � � � i i i CONTRAC"I'MOnTFICAI'ION 2 I Project Nwnber: i � I I RENOVATE BURWELL PEDESTRIAN GATE & TUNNEL Package Definitions PACKAGES: 1. Equipment& Material Procurement Package (for execution by City of Bremerton). 2. North End Package (for execution by Navy Contractor). 3. Tunnel-South End Package(for execution by Navy Shops) MEETINGS: • Scope and Schedule Discussion with follow on Site Walk-Through to see demolition work performed by the Navy(City, Navy and Architect/Consultants) • 100% Review. Recommend review af packages prior to finalization. Comments could be sent to AE for incorporation but may need discussion. Discussion could be teleconference or in-person depending on issues. EQUIPMENT 8 MATERIAL CITY PROCUREMENT PACKAGE: • Compile list of items as agreed upon by City, Navy and AE for inclusion in City procurement package. ■ Generate list of equipment and materials. ■ Subdivide list into related groups. ■ Obtain a minimum of 3 bids per group. ■ Forward Bids to City for procurement. NORTH END PACKAGE (NAVY CONTRACTOR) Formal Package includes full specs and drawings. SPECIFICATIONS • Remove City Division 00 specifications. • Remove City Division 01 specifications. • Reinsert missing Navy Div 01 specs into Navy Div 01 specs to remain (by NAVY) • Navy Div 01 specs to remain need to be reworked from coordinating with the Navy to coordinating with the City where activities on City property are required (by NAVY) o Excavation o Utilities o ROW Permits o Traffic Control o Temporary Street Closure • Navy Div 01 specs to remain need to have Navy requirements reintegrated where formerly replaced by City requirements (by NAVY) • Remove Specifications that refer to aspects of work in the Tunnel-South End • Remove City reference tags from specs and replace with Navy reference tags. • Replace references to the"Construction Management Team"with "Navy Government". • Replace submittal approval designation from"Construction Management Team"to"Navy Govemment". • Coordinate Product Data submittal requirements and submittals (SD-03) with City procurement package. • Address elements that cross the°in-contract"zone and the"not-in-contract"zone. • Coordinate City procurement package with products in drawings (Government Furnished I Govemment Installed and Government Furnished!Contractor Installed). DRAWINGS • Establish a demarcation line/zone for work"in contract" and work"not in contract". • Remove Drawings that are specific to the Tunnel-South End. • Remove City of Bremerton logo from title blocks TUNNEL-SOUTH END PACKAGE (NAVY SHOPS) Informal Package with an emphasis on drawings over specs. MEETING: • OTS Meetings with Navy as required to coordinate with shops performing tunnel-south end work(anticipate 1 in-person meeting with periodic coordination). SPECIFICATIONS • Remove spec divisions that refer to north end work. • Add spec divisions that refer to south end work. DRAWINGS • Remove Drawings that are specific to the north end work. • Remove aspects of work that relate to the north end and reverse"in-contract"zone and "not-in-contract zone"with north end package. • Reintegrate drawings that refer to south end work. ANTICIPATED DESIGN CHANGES AS OF 712712015 • Redesign of the south end tunnel portal element to scale it back to accommodate large � � electronic reader board and change material from galvanized steel to weathering steel • Design structure and infrastructure to support a large electronic reader board. NOTE: Possible option to integrate the existing south end tunnel portal with the Navy proposed electronic reader board may result in better result with less effort. • Eliminate Vending Machine Kiosk. • Design and repair at small stair that was removed by Navy that was not scoped to be removed by the SAES or indicated to be removed by the contract documents. Equipment List (08-20-2015) Equipment List(City purchased Equipment for Navy contractor installation) � • • � e � • • i - • 1 Bike Rack North End 4 each $500.00 $2000.00 2 Securit Camera North End 1 each $1062.50 $1062.50 3 Cell Phone Locker North End 2 each $625.00 $1250.00 4 Fixture T e A North End 3 each $312.50 $937.50 5 Fixture T e B1 North End 1 each $562.50 $562.50 6 Fixture T e 62 North End 6 each $468.75 $2812.50 7 Fixture T e 63 North End 1 each $562,50 $562.50 8 Fixture T e C North End 26 each $281.25 $7312.50 9 Fixture T e D2 North End 10 each $375.00 $3750.00 10 Fixture T e D3 North End 4 each $312.50 $1250.00 11 Fixture T e D4 North End 4 each $562.50 $2250.00 12 Fixture T e F North End 8 each $375.00 $3000.00 13 Fixture T e X North End 3 each $500.00 $1500.00 14 NBK Emblem North End 1 each $4125.00 $4125.00 15 Pedestrian Turnstile** North End 3 each $34,375.00 $103,125.00 16 Turnstile Card Reader North End 6 each $937.50 $5625.00 17 Fixture T e E Tunnel 8 each $343.75 $2750.00 18 Bike Rack South End 1 each $4000.00 $4000.00 20 Fixture T e B3 South End 1 each $562.50 $562.50 21 Cell Phone Locker er NAVY 8 each $625.00 $781.25 22 Di ital Messa e Dis la er NAVY 1 each $30,000.00 $30,000.00 • � $179,218,75 **for Navy installation . . . EXHIBIT C Professional Services Budget City of Bremerton Burwell Tunnel Repair Project Original Budget Expended to Date Remaining(De-obligated) Total Budget PREVIOUS TASKS Phase 1,Task 1:Bid Document Prep $ 43,920.00 $ 94,243.78 $ (50,323.78) $ 94,243.78 Phase 1,Task 2:Bid Administration $ 9,417.00 $ 9,071.14 $ 345.86 $ 9,071.14 Phase 2,Task 1:Construction Mgmt and Admin $ 142,187.00 $ 2,096.58 $ 140,090.42 $ 2,096.58 Phase 2,Task 2:Management Reserve $ 26,719.00 $ 26,314.06 $ 404.94 $ 26,314.06 TotalPreviousTasks $ 222,243.00 $ 131,725.56 $ 90,517.44 $ - $ 131,725.56 Architecture CM Mechanical Electrical Landscape Civil Structural Cost Estimator Total Budget MODIFICATION 1 Phase 3,Task 1-Revise Contract Documents for Re-bid $ 28,630 $ 2,881 $ - $ 15,032 $ 1,456 $ 17,414 $ 25,477 $ 2,793 $ 93,683 Phase 3,Task 2-Bid Administration $ 4,350 $ - $ - $ - $ - $ 1,675 $ 1,389 $ - $ 7,414 Phase 3,Task 3-Material Procurement Administatration $ 12,535 $ 26,721 $ - $ - $ - $ - $ - $ - $ 39,256 Phase 3,Task 4-Management Reserve $ 13,359 $ 5,402 $ - $ - $ - $ - $ - $ - $ �a.�s� Phase 3,Task 5-Traffic Study $ 5,000 $ - $ - $ - $ - $ - $ - $ 5,000 Total Modification $ 58,874 $ 40,004 $ - $ 15,032 $ 1,456 $ 19,089 $ 26,866 $ 2,793 $ 164,114 TOTAL $ 295,840 Confidential 8/17/2015 Summary-Page 1 of 1 Contract Number Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 5431 FRASER+FOGLE ARCHITECTS PSA - Burwell Tunnel Repair Project Engineering LEG 12-1 12/9/2014 12/31/2015 1/1/2016 Comments: �� AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Professional Senrices Study Session Date: October 22, 2014 Agreement with Fraser + Fogle Architects for COUNClL MEETING Date: November 5, 2014 Burwell Pedestrian Tunnel Design and Department: PWBU Construction Management Presenter: Knuckey Phone: 473-2376 SUMMARY: In July 2013, the State of Washington awarded a$1,300,000 Department of Commerce grant to the City to reconstruct the Burwell Pedestrian Tunnel. The design was completed for the Navy by the firm of Fraser + Fogle Architects. The bid package was completed assuming Federal acquisition procedures would be employed which differ significantly from a typical City construction contract. The proposed contract with Fraser + Fogle is to revise the existing design into a typical City bid package, to revise the design to streamline several construction issues, and to act as the City's Construction Manage� during construction of the improvements. ATTACHMENTS: 1) Council Summary; 2) PSA with Fraser + Fogle Architects; 3) Exhibit A; 4) Exhibit C FISCAL IMPACTS (Include Budgeted Amount): The Commerce grant provides reimbursement of all project costs with no match required. STUDY SESSION AGENDA: ❑ No Presentation � Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda � General Business ❑ Public Hearing RECOMMENDED MOTION: Move to award the Professional Services Agreement with Fraser + Fogle Architects for $222,243, and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. . . COUNCIL ACT10N: [�J Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Fortn Updated 01/25/13 . ..� � PROFESSIONAL SERVICES AGREEMENT Burwell Tunnel Repair Project The City of Bremerton ("City") and Fraser+Fogle Architects ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated September, 2014, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.G of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in the work schedule attached hereto as Exhibit B; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in Section IX.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $222,243. Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit C and incorporated herein by this reference. - The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories seY out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit C. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance� with Exhibit C. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. Bremerton/Fraser+Fo� Burwell Tunnel Repair Page 1 of 7 Rev. 6/14 M IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: A. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with Consultant's performance of this Agreement only to the extent of Consultant's negtigence and unless Consultant is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Consultant's services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY Bremerton/ Fraser+Fo�le Burwell Tunnel Repair Page 2 of 7 Rev. 6/14 FOR THE PURPOSES OF THIS 1NDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile l.iability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad fortn property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability; and 3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and a�gregate. 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a"claims-made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary insurance as respects the City and it shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473- 5161, or by certified mail, return receipt requested to City of Bremerton, attn: Risk Management, Bremerton/Fraser+Fo� Rev. 6/14 Burwell Tunnel Repair Page 3 of 7 Y 345 6� Street, Suite 600, Bremerton, WA 98337 within ten days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Bellevue, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this infortnation shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specif cations, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Use of Photo�raphs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss Bremerton/Fraser+Fo� Burwell Tunnel Repair Page 4 of 7 Rev. 6/14 . of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Bellevue, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire A�reement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severabilitv: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address City of Bremerton 3027 Olympus Drive Bremerton, WA 98312 Consultant Address Fraser+Fogle Architects 11061 NE 2" St, Suite 160 Bellevue, WA 98004 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. , Bremerton/Fraser+Fogle Burwell Tunnel Repair Page 5 of 7 Rev. 6/ 14 N. Attornevs' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. � O. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Dela� The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or reyuisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. lf, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Ri h� t�pon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. X. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, Bremerton/Fraser+Fo� Burwell Tunnel Repair . Page 6 of 7 Rev. 6/14 suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Consultant shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Consultant enter into a covered transaction with another firm, Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. CITY OF BREMERTON � � By: � �- its: l``10,•10�(' Date: /Z — �� Approved as to form: Bremerton City Attorney R:\Legal\Legal\Contracts\FORMSU'nifessional Scrvices Agrccment Form (2014) doc Bremerton/Fraser+Fo� Burwell Tunnel Re�air Page 7 of 7 CONSULTANT Rev. 6/I4 Attest: , ity Clerk EXHIBIT A— SCOPE OF WORK City of Bremerton Burwell Tunnel Repair Project INTRODUCTION The City of Bremerton (City) is contracting Fraser + Fogle (FF) to complete preparation of the bid documents, administer the bid process, manage the project construction for the City, and serve as the liaison between the City and Navy during construction of the Burwell Pedestrian Tunnel. Funding for this project is from Department of Commerce Grant Contract No. CD14-965-191. In performing the work under this Professional Service Agreement, FF agrees to comply with all grant terms outlined in this Grant Contract which is attached as Exhibit D. The phase and task breakdown for the project is designated as follows: • Phase l— Design and Bidding Services y Task 1— Bid Docurnent Preparation � Task 2 — Bid Administration • Phase 2— Construction Management and Administration � Task 1— Construction Management and Administration y Task 2- Management Reserve PHASE 1— DESIGN AND BIDDING SERVICES Task 1— Bid Document Preparation Ohjective Modify existing contract documents to prepare final, sealed contract documents for bid. Services to be provided • Attend kickoff ineeting and review the project site with the City and Navy to coordinate project issues, confirm project scope, and facilitate development ofthe bid documents. • Revise existing Division 1 specifications provided by the Navy to incorporate standard City of " Bremerton Division 0 and 1 specifications. • Revise the Submittal Schedule to coordinate revie�v responsibility. • Prepare a detailed 100% cost estimate prior to advertising for bid. • Revise contract drawings prepared by FF as follows: � Delineate three Additive Bid ltems for �vork related to the Burwell street side, work within the tunnel itself, and work on the south portal within thc shipyard CIA; including meeting �vith City and Navy representatives to determine boundaries between the three Additive Bid Items. Ctty of Brenrerlort l�'m}� Bunrell Pedeslrrun Ti�n�re! Repair A-/ Septernber 1014 !'SA tivit{t Fraser �i Fogle Arcirrtec•ts Ex{u6els for PSA � Identify boundaries of temporary security fencing in the south portal area; including meetings with the City and Navy on this issue. r� Remove Building 147 roof work from the drawings. s Modify landscaping shown on the existing drawings as agreed with City and Navy representatives. y Provide professionally stamped drawings. • Revise existing technical specifications prepared by FF to reflect changes in the drawings and administrative sections ofthe contract. • Coordinate and attend meetings and communicate with the City and Navy as required to finalize the bid documents and incorporate any changes. • Subrnit Final Draft contract documents for revie�v and approval by the City and Navy; a 4-week review period is assumed. lncorporate any changes and submit final sealed (stamped) bid documents to the City. City Re.spo�asibility • Attend kickoff ineeting and other meetings requested by the City, Navy, or FF. • Provide support as reyuested to FF to finalize the administrative sections of the bid documents Deliverab/es The follo�ving will be delivered under this task: • Project meetings — a total of two (2) meetings are assumed for this task; the Project Kickoff meeting, which will include a visit to the project site, and one (1) additional meeting, which will incorporate coordination between the city, Consultant, and the Navy. • Final Draft Documents: paper copies of the final draft contract documents are not required; submit electronic documents to the City and Navy for their review and approval. • Final Bid Documents: submit one electronic and one paper set of Contract Documents, including Plans and Specifications. The electronic set shall be in the form of PDFs, and all documents will be professionally sealed. • 100% cost estimate prior to advertising for bid. Task 2 — Bid Administration Objective Coordinate the bid process. Services to be provided • Prepare Notice Inviting Bids. • Prepare planholders list. C�ry oJeremerton h'nv}- Bunvel/ 1'edes�rian Tzu:ne/ Repa�r �l-2 September 201� PS,4 ic�lh Fruser + Fogle Archilects Ekhibits for PSA 0 • Respond to questions during the bid period, including directing questions to the appropriate responder (City, Navy, or consultant), receive comments and disseminate responses to bidders as addenda items. • ]ssue addenda as needed during the bid process. • Schedule, coordinate and preside at the pre-bid conference (including site walk-through), and prepare minutes from the conference. The City and Navy shall attend the conference. • Coordinate with the City for Bid Opening at the Norm Dicks Government Center. • Upon bid opening, coordinate bid review with the City and Navy. • Upon the City's award and eaecution of the construction contract, FF will issue tl�e Notice to Proceed and assume full responsibility for CM on the project. City Responsibility • Send Bid Docume�its to reproduction firm (E-Arc) and coordinate with them for reproduction of the bid sets. • Coordinate with E-Arc to distribute bid documents to FF, and Navy personnel as requested. • Advertise in Kitsap Sun and Daily Journal of Commerce and send notification to contractors on the MACC list. • Provide support as requested to FF during the bid process. • Respond to questions as needed during the bid process • Review bids to determine the lowest responsive, responsible bidder, and coordinate with the Navy and FF to confirm tliey liave no objection to the City's bid a�vard. Award and execute the construction contract. • Receive and pay all invoices associated with advertising and reproduction of bid documents. Delivernbles Work products will include: • Planholders list • Pre-bid meeting and minutes. • Addenda, as required. • Affidavits for advertisement of Notice Inviting Bids PHASE 2— CONSTRUCTION ADMINISTRATION SERVICES Construction Management (CM) is the responsibility of FF and its sub-consultant(s). Work activities identified in this Scope of Work are representative of typical CM activities and allow a basis for budgeting the work. CM work beyond the scope identified below will be the responsibility of the consultant with compensation provided in Task 2. City of Bremerton Navy Bunvel! Pedeslriair Tunnel Repa�r A-3 Seplember 2014 PS.9 irt[!r Fraser + Fogle Archilec/s Exltibrls jor PS9 Task 1— Construction Management and Administration Objectives The CM will oversee all aspects of construction for the City, and will manage all communication between the City, Navy, the Contractor and its Quality Control individual. The CM will coordinate construction meetings and prepare minutes, execute work change directives, review/approve and coordinate review of all submittals, and review/approve pay requests and recommend for payment by the City. The CM will coordinate with the contractor-provided Quality Control person as necessary to track work progress and identify and proactively resolve issues associated with schedule and budget. The CM shall inform the City of any concerns regarding schedule and budget. This phase also includes coordinating with the City for construction contract close out. Services to be provided • Oversee and coordinate with the contractor-provided Quality Control (inspector) and Navy Quality Assurance personnel daily or as needed to manage the construction. Coordinate with the City as necessary to keep the City appraised of construction issues that affect the scope, schedule or budget. • Provide routine project management and communications (scope, schedule, budget, invoicing, etc.). • Prepare agenda and meeting minutes for the pre-construction meeting with the City, Navy and Contractor, and schedule and preside at weekly construction meetings to review the progress of the work, resolve issues, and foster open communication between all parties (i.e., Contractor, City, Navy, CM team). Prepare all agendas and minutes for all meetings. • Coordinate special inspection and commissioning activities as determined by the Contractor, or requested by the Navy. • Maintain all project files including submittal records, copies of daily work reports from the Quality Control (inspector), Requests for Information, Field Order/Work Change Directives, etc. • Coordinate review of Contractor work plans with the Navy and approve work plans. • Review Contractor progress schedule. • Review and approve all submittals; coordinate Navy review as required or requested. • Review and respond to all Requests for Information (RFIs). • Negotiate, and eaecute Work Change Directive as approved by the City. Prepare independent cost estimates when necessary to confirm contractor cost estimates. • Monthly or as required, aggregate Work Change Directives into a Change Order to be executed by the City. • Process Contractor pay requests monthly and forward to City for payment. Along with each monthly pay request, the CM will Monthly provide an accounting of all project costs to date (construction contract, CM, etc.,) and projected total project cost. The CM will track all expenses against the grant, and advise the City and Navy immediately of any budget concerns to allow processing of Change Orders to manage total project cost. -• Collect, review, and log all Certified Payrolls. Crry ojeremertorr Navy Btmre!! Pedeslrran Tunne! Repair A-4 Sep(enrber 2014 PSA irt�h Fraser + Fogle Archriects Exhrbits jor PSA • Coordinate directly with the Navy on relevant issues. Serve as primary liaison between City and Navy. • Maintain all project documentation for the duration of the project including tracking, disbursing, and reviewing. Maintain logs for all documentation including submittals, RFCs/RFIs, Field Orders, Work Change Directives, Change Orders, etc. Provide a complete, organized electronic set of documentation at project completion (burned on CD or thumb drive). • Conduct a substantial completion inspection and fonnulate a final punch-list of work items to be completed prior to final inspection. • Conduct a final inspection to verify that all outstanding work items are complete. • Recommend project final acceptance to the City. • Review completeness of Contractor's record drawings. City Responsibility • Attend pre-construction meeting • Attend weekly meetings as requested by the CM. • On a monthly basis the City will review the CM provided accounting of all project costs against the grant, process payment of all invoices and execute change orders. • Support the CM as requested in the usage of City contract documents and construction forms, if the City's foriris are to be used by tlie CM. Assunrptioirs The following assumptions apply: • All activities not specifically listed as the City's responsibility are assu►ned to be the responsibility of PF. � � • City staff will review TESC Plan, SPCC Plan, CPM Progress Schedule and Traffic Control Plan • Construction is assumed to be 220 calendar days. Construction management services are estimated at 16 hours per week for 36 weeks. The project is a time and materials contract not to exceed without prior permission from the City. Actual hours will be billed. No additional work beyond the presented budgets will be performed without prior authorization from the City. De/iverahles The following deliverables will be submitted under tllis task: • Monthly accounting of all project costs to date (construction contract, CM, etc.,) and projected total project cost �vith each pay estimate. CM will track all expenses against the grant, and advise the City and Navy immediately of any budget concerns to allow processing of Change Orders to manage total project cost. • Electronic copies of responses to material submittal, cut sheet, and shop drawing review. � Electronic copies of responses to work plans, RFIs, and requests for change orders. Cdy� of Brenrerlon A�m,ry� 6t�ncell Pedestriar7 %irro�e! Reparr A-5 Septen:her 2(IId PSA irlth Fruser � h ogle Archrtects E.rh�blls for PS.9 Electronic copies of correspondence on letterhead and Work Change Directives issued to the Contractor. � Correction List (Punchlist) and draft and final notice of substantial completion. • Upon completion of project, a thumbdrive containing all project documentation in an organized, accessible manner. Task 2 — Management Reserve To cover the costs of project work items that are unforeseen by the City and FF a budget of $26,719 is incorporated into this Contract. No costs will be charged to this Task unless authorized in writing by-the City. This management reserve is budgeted under Phase 2 for convenience, but may be expended on Task 1 work. Gty of Rremerton Natiy &rnrell Pecleslrian T:urnel Reparr A-6 Seplember 20/4 PS.� u��lh !�'raser + Fogle Archrtects F,xhibrls for PSA EXHIBIT B Notice to Proceed, FF Contract Bid Document Completion Construction Contract Award Construction Notice to Proceed: Construction Substantial Completion: Project Close-out: SCHEDULE November 10, 2014 January 15, 2015 March 15, 2015 April, 1, 2015 November 7, 2015 December 31, 2015 Crq� of Bremerton 236 VVashinglon Aventre Seirer Improvements Pro�ect B-1 Novenrber 20/3 Ame�rd�nent �'�'o. 01— E.xhrb�� B— Schedtrle EXHIBIT C BUDGET PHASE 1— DESIGN AND BIDDING SERVICES Task l Bid Document Pre aration $43,920 Task 2 Bid Administration $9,417 Phase 1 Total: $53,337 PHASE 2 CONSTRUCTION ADMINISTRATION SERVICES Task 1 Construction Mana ement and Administration $142,187 Task 2 Management Reserve $26,719 Phase 2 Total: �168,906 PHASE 1 AND 2 PROJECT TOTAL: $222,243 SEE ATTACHED RATE TABLE WHICH PRESENTS BILLING RATES AND BREAKDOWIV OTHER FEES Cin� ofl3remerton 236-1896-113 {4 asltrnglon .4v enire Seu•er /»rprovement.s Pro�ecl C-/ Novemher 2013 ,4mendn:ent No. 01— F..ehibr� C— Ba�dge� Professional Services Budget City of Bremerton Burwell Tunnel Repair Project Phase 1, Task 1- Bid Document Preparation Phase 1, Task 2- Bid Administration Phase 2, Task 1- CM: Administration Phase 2, Task 1- CM: Discipline Submittal Review Phase 2, Task 1- CM: Discipline RFIs and O�ce Consultation Phase 2, Task 1- CM: Discipline Field Visits During Construction Phase 2, Task 2- Management Reserve Travel Miscellaneous Total � Architecture CM Mechanical Electrical Landscape Civil Structural Total $ 10,118 $ 6,872 $ 2,516 $ 4,252 $ 4,446 $ 8,543 $ 7,173 $ 43,920 $ 4,789 $ - $ 507 $ 764 $ 293 $ 1,675 $ 1,389 $ 9,417 $ - $ 92,592 $ - $ - $ - $ - $ - $ 92,592 $ 2,397 $ - $ 281 $ 1,991 $ 293 $ 1,652 $ 4,654 $ 11,268 $ 5,472 $ - $ 842 $ 3,385 $ 879 $ 3,216 $ 4,060 $ 17,854 $ 4,795 $ - $ 1,253 $ 2,654 $ 1,757 $ 1,675 $ 4,403 $ 16,537 $ 26,719 $ - $ - $ - $ - $ - $ - $ 26,719 $ 468 $ 1,390 $ 85 $ 215 $ 85 $ 166 $ 527 $ 2,936 $ 1,000 $ - $ - $ - $ - $ - $ - $ 1,000 $ 55,758 $ 100,854 $ 5,484 $ 13,261 $ 7,753 $ 16,927 $ 22,206 $ 222,243 � � Confidential 10/9/2014 Summary - Page of 18 City of Bremerton Burwell Tunnel Repair Project Discipline: Architecture - Overhead: 129.8% Profit: 10.0% Prime Markup: Labor Categories: PM Arch Pro Sub Pro Admin Rates: 58.28 47.42 29.89 21.12 Burdened Rates: $ 147.32 $ 119.87 $ 75.56 $ 53.39 Labor Hours Phase 1, Task 1- Bid Document Preparation Kickoff/Field Visit Field Visit to site Revise Division 1 Specifications Revise Submittal Schedule Prepare Detailed Cost Estimate -- .......—._ .... ......—_....... ...---.. Revise Contract Drawings Re vise T Spec ifications Coordination,Meetings with the City R evise and Submit Final Documents Total Labor Hours Total Labor Fee $ — 8 - --- 12 2 2 -- —..... ...-----....._ ----- ........— 4 4 16 8 6 6 4 4 6 24 36 30 0 $ 10,118 $ 3,536 $ 4,315 $ 2,267 $ - Phase 1, Task 2- Bid Administration Total Lab Prepare Notice Inviting Bids Prepare PlanHolders List Respond to Pre-Proposal Inquiries P and Issue Addenda Pre-Bid Conference Bid Opening/ NTP or Hours 4 __ 4 -------- 8 ---.._.. $ _._. 6 4 26 8 0 0 Total Labor Fee $ 4,789 $ 3,830 $ 959 $ - $ - Phase 2, Task 1- CM: Administration W eekly updates with City and ProDims 38wks x 2 hrs Total Labor Hours Total Labor Fee $ - NOTINCLUDED 0 0 0 0 $ - $ - $ - $ - Phase 2, Task 1- CM: Discipline Submittal Review Architectural Submittal Review 20 Total Labor Hours 0 20 0 0 Confidential 10/9/2014 Arch - Page 2 of 18 Total Labor Fee $ 2,397 $ Phase 2, Task 1- CM: Discipline RFts and Office Consultation Fls O ffice Consultation, budget hours —....... repare Cha nge Orders, budget hours eview KTRs Record Drawinqs Total Labor Hou Total Labor Fee - $ 2,397 $ - $ - $ 5,472 $ - $ 3,356 $ 2,116 $ , - Phase 2, Task 1- CM: Discipline Field Visits During Construction 5 site visits, incl re port of findings 40 Total Labor Hours 0 40 0 0 Total Labor Fee $ 4,795 $ - $ 4,795 $ - $ - Phase 2, Task 2- Management Reserve Manaqement Reserve Total Labor Hours Total Labor Fee $ 26,719 $ 14,732 $ 11,987 $ - $ - Travel Local Travel Mileage Ferry _ Rate Quantity $ 0.565 220 $ $ 31.20 11 $ _ . _ —.. .-----.. _.._ _ .... ..---.....-- $ $ 124.30 343.20 Total Travel $ 468 $ 468 . Miscellaneous �� 1 �— $ 1,000.00 $ - $ - $ - $ - $ - Total Miscellaneous $ 1,000 $ 1,000 Total Fee $ 55,758 Confidential 10/9/2014 Arch - Page 3 of 18 City of Bremerton • Bun�vell Tunnel Repair Project Discipline: CM Overhead: 162.6% � Profit: 10.0% Prime Markup: 5% Labor Categories: Senior Estimat CM Rates: 57.55 53.00 Burdened Rates: $ 174.55 $ 160.75 $ - $ - Labor Hours Phase 1, Task 1- Bid Document Preparation Kickoff/Field Visit 8 8 F ield Vis to site Revise Division 1 Specifications Revise Submitt Schedule Prepare Detailed Cost Estimate 24 Revise Contract Drawin Revis Techn S pecifi c ations Co s with the Ci Revise and Submit Final Documents 32 8 0 0 Total Labor Hours Total Labor Fee rnase �, 576 Confidential $ 6,872 $ 5,586 $ 1,286 $ - $ - 10/9/2014 CM-Page4of18 n Maintain all proj files in sub- • mittal records cop ies, of dail work _._.... . _ r eports from the Quality Cont (inspector) Req uests for Information, Field Order/ Work Chan�e Directives, etc. Coordin review of Contractor work plans with the Navy and approve work plans. Review Contractor pro ress schedule. Review and approve all submittals; coordinate Navy review as required or requested. _ Review and respond to all Requests for Information R( FI Execute Work Ch Dire as a _ _... . _ b the Ci . Prepare indep cost estimates when necessary to confirm contractor cost estimates. Monthly or as required, Work Change Directives into a Change Order to be executed by the City. Process Contractor p� requests monthly and forward to City for payment. Along with e ach monly pay request, the CM will Mont provide an acc of all proj costs to date (construction co CM, etc., and projected total project cost. The CM will tra all expenses against the grant, and advise the City and Navy immediately of any budget concerns to allow processing of Change Orders to manage total project cost. Collect, review, and log all Certified Payrolls. Coordinate directly with the Navy on relevant issues. Serve as orimarv liaison between Cii Maintain all project documentation for the duration of the project including submittals, RFCs/RFIs, Field Orders, W ork C hang e D irectiv es , Chan Orders, et c. Provide a complete, organized electr set of documentation at project completion (burned on CD or thumb drive). Conduct a substanti compl inspection and forumlate a final punch-list of work items to be completed prior to final inspection. Conduct a final inspection to verify that all outstanding work items are complete. Recommend nroiect final acceatance to the Confidential 10/9/2014 CM - Page 5 of 18 Review completeness of Contractor's record drawin s. Total Labor Hours Total Labor Fee $ 92,592 Travel —�—�� --��— � . � � . . Rate Quantity LocalTravel Milea e $ 0.565 720 $ 406.80 Ferry $ 27.30 36 $ 982.80 —. $ $ - Total Travel Total Fee $ 1,390 $ 1,390 $ 100,854 Confidential 10/9/2014 CM - Page 6 of 18 City of Bremerton Burwell Tunnel Repair Project Discipline: Landscape Overhead: 147.0% Profit: 10.0% Prime Markup: 5% Labor Categories: � Land Pro Land Subpro Rates: 51.33 31.72 Burdened Rates: $ 146.44 $ 90.49 $ - $ - Phase 1, Task 1- Bid Document Preparation Kicko ff/Field Visit Field Visit to site Revise landscape plantin plan Revise Division 1 Sqecifications Revise Submittal Schedule P repare D Cost Estimate Re vise Contract Drawings Revise Technicat Specifications Coordination,Meetings with the City Revise and Submit Final Documents Total Labor Hou Total Labor Fee Labor Hours 8 2 8 2 6 4 8 18 20 0 0 $ 4,446 $ 2,636 $ 1,810 $ - $ - Phase 1, Task 2- Bid Administration Prepare Notice I Bids Prepare PlanHolders List to Pre-Proposal InQUiries and Issue Addenda Pr e-Bid Conference Bid Opening Issue Notice to Proceed Total Labor Hours Total Labor Fee $ 293 $ 293 $ - $ - $ - Phase 2, Task 1- Construction Management: Discipline Submittal Review Landscape Submittals (4) 2 Total Labor Hours 2 0 0 0 Total Labor Fee $ 293 $ 293 $ - $ - $ - Phase 2, Task 1- Construction Management: Discipline RFIs and Office Consultation RFIs Office Consultation, budget hours 2 Prepare Chan Orders budget hou 2 Confidential 10/9/2014 Lscap - Page 7 of 18 Review KTRs Record Drawings Total Labor Hours Total Labor Fee $ 879 2 6 0 0 0 $ 879 $ - $ - $ - Phase 2, Task 1- Construction Management: Field Visits During Construction Punch List and back check 12 Total Labor Hours 12 0 0 0 Total Labor Fee $ 1,757 $ 1,757 $ - $ - $ - Travel Rate Quantity Local Travel Mileage $ 0.565 40 $ 22.60 Ferry $ 31.20 2 $ 62.40 $ - $ - Total Travel $ 85 $ 85 Total Fee $ 7,753 Confidential 10/9/2014 Lscap - Page 8 of 18 City of Bremerton Burwell Tunnel Repair Project Discipline: Mechanic Overhead: 155.7% Profit: 10.0% Prime Markup: 5% Labor Categories: Engr Pro CADD Spec Writer Admin Rates: 47.55 29.24 47.55 22.00 Burdened Rates: $ 140.41 $ 86.35 $ 140.41 $ 64.97 Labor Hours Phase 1, Task 1- Bid Document Kickoff think should be Field Visit to site Re vise D 1 Specifications Revise Submittal S Pr epare D etaif ed Cost Estimate Revise Contract Drawings Revise Technical Specifications Co ordina t ion,Meetings with the City Revise and Submit Final Documents Total Labor Hours Total Labor Fee $ 2,516 Phase 1, Task 2- Bid Administration Prepare Notice Inviting Bids _......--- -- - Prepare PlanHolders List Respond to Pre-Proposal Inquiri Prepare and Issue Adden Pr e-Bid Conference Bid Open Issue Notice to Proceed Total Labor Hours � 41 4 2 21 0 12 6 2 0.5 $ 1,685 $ 518 $ 281 $ 32 Total Labor Fee $ 507 $ 421 $ 86 $ - $ - Phase 2, Task 1- Construction Management: Discipline Submittal Review 1 Mech submittal - piping 2 Total Labor Hours 2 0 0 0 Total Labor Fee $ 281 $ 281 $ - $ - $ - Phase 2, Task 1- Construction Management: Discipline RFIs and Office Consultation RFIs Office Consultation, budget hours 2 Prepare Change Orders, budget hours 2 Review KTRs Record Drawings 2 Confidential 10/9/2014 Mech - Page 9 of 18 i i Total Labor Hours Total Labor Fee $ 842 6 0 0 0 $ 842 $ - $ - $ - Phase 2, Task 7- Construction Management: Field Visits During Construction Mech Observation Report - 1 trip 8 2 Total Labor Hours 8 0 0 2 Total Labor Fee $ 1,253 $ 1,123 $ - $ - $ 130 Travel Rate Quantity Local Travel Mileage $ 0.565 40 $ 22.60 Ferry $ 31.20 2 $ 62.40 $ - $ - Total Travel $ 85 $ 85 Total Fee $ 5,484 Confidential 10/9/2014 Mech - Page 10 of 18 City of Bremerton Burwell Tunnel Repair Project Discipline: Electrical Overhead: 184.4% Profit: 10.0% Prime Markup: 5% Labor Categories: Engr Pro Engr Subpro Admin Rates: 50.50 30.39 27.16 Burdened Rates: $ 165.88 $ 99.83 $ - $ 89.22 Labor Hours Phase 1, TasK 1- Bid Document Preparation Kickoff/Field Visit Field Visit to site Revise Division 1 Specifications Revise Submittal S Prepare Detailed Cost Estimate Revise Contract Drawings Revise Technical Specifications Co ordination , Meetin g s wit the City (NIC) Revise and Submit Final Documents Total Labor Hours Total Labor Fee 6 8 8 2 2 2 2 1 18 10 0 3 $ 4,252 $ 2,986 $ 998 $ - $ 268 Phase 1, Task 2- Bid Administration Total Lab Total Labor Fee $ 764 $ 664 $ 100 $ - $ - Phase 2, Task 1- Construction Management: Discipline Submittal Review Electrical submittals 12 Total Labor Hours 12 0 0 0 Total Labor Fee $ 1,991 $ 1,991 $ - $ - $ - Phase 2, Task 1- Construction Management: Discipline RFIs and Office Consultation RFIs Office Consultati budget hours 12 Prepare Change Orders, budget hours 4 4 Review KTRs Record Drawings 2 Confidential 10/9/2014 Elec - Page 11 of 18 e Total Labor Hours Total Labor Fee $ 3,385 i 18 4 0 0 $ 2,986 $ 399 $ - $ - Phase 2, Task 1- Construction Management: Field Visits During Construction Substantial Completion Inspection/Report 8 Final Inspection/Report 8 Total Labor Hours 16 0 0 0 Total Labor Fee $ 2,654 $ 2,654 $ - $ - $ - Travel Rate Quantity Local Travel Mileage $ 0.565 160 $ 90.40 Ferry $ 31.20 4 $ 124.80 $ - $ - Total Travel $ 215 $ 215 Total Fee $ 13,261 Confidential 10/9/2014 Elec - Page 12 of 18 City of Breme�ton • Burwell Tunnel Repair Project 10/7/2014 Labor Categories: Engr Pro Engr Subpro Drafter Admin Rates: 59.45 43.75 31.00 28.20 Burdened Rates: $ 209.43 $ 154.12 $ 109.21 $ 99.34 Labor Hours Phase 1, i asK �- rsia uocument rreparation Kickoff/Field Visit 8 Field Visit to site Revise Division 1 Specifications 4 4 Revise Submittal Schedule Prepare Detailed Cost Estimate Revise Contract Drawings 4 4 6 Revise Technical Specifications 4 4 Coordination,Meetings with the City Revise and Submit Final Documents 4 4 4 4 24 8 10 12 Total Labor Hours Total Labor Fee $ 8,543 $ 5,026 $ 1,233 $ 1,092 $ 1,192 Phase 1, Task 2- Bid Administration P repare Notice Inviting Bids Prepare PlanHolders List Respond to Pre-Proposal Inquiries Prepare and Issue Addenda P re-Bid Conference Bid Opening Issue Notice to Proceed Total Labor Hours Total Labor Fee 4 4 8 $ 1,675 $ 1,675 $ - $ - $ - Phase 2, Task 1- Construction Discipline: Civil Overhead: 205.0% Profit: 10.0% Prime Markup: 5% ement: Administration ProDims, please list tasks -� �- �- Confidential 10/9/2014 Civil - Page 13 of 18 . Total Labor Hours Total Labor Fee $ - Phase 2, Task 1- Construction Total Labor Hours Total Labor Fee Sections 2 8 L t3 $ 1,652 $ 419 $ 1,233 $ - $ - Phase 2, Task 1- Construction Management: D RFIs Office Consultation, budget hours Prepare Change Orders, budget hours Review KTRs Record Drawin4s Total Labor Hou Total Labor Fee $ 3,216 $ 1,675 $ 1,541 $ - $ - Phase 2, Task 1- Construction Management: Field Vi List number of desired visits and hours 1 site visits (1. 8-hour davsl Total Labor Hours 8 Total Labor Fee $ 1,675 $ 1,675 $ - $ - $ - Travel Local Travel Mileage Ferry $ - $ - $ - $ - ement: Discipline Submittal Review Rate Quantity $ 0.565 172 $ $ 34.60 2 $ $ $ 97.18 69.20 Confidential 10/9/2014 Civil - Page 14 of 18 line RFIs and Office Consultation Total Travel $ 166 $ 166 Total Fee $ 16,927 Confidential 10/9/2014 Civil - Page 15 of 18 � City of Bremerton • Burwell Tunnel Repair Project Discipline: Str uctural Overhead: 205.00% Profit: 10.0°/a Prime Markup: • 5% 10/7/2014 Labor Categories: Engr Pro Engr Subpro CADD Admin Rates: 65.70 35.65 31.65 28.20 Burdened Rates: $ 231.44 $ 125.59 $ 111.50 $ 99.34 Labor Hours Phase 1, Task 1- Bid Document Preparation Kickoff/Field Visit 8 Field Visit to site Revise Division 1 S 4 4 Revise Submittal Schedule Prepare Detailed Cost Estimate _ Revise Contract Drawings 4 4 6 Revise T echnical Specifications 4 4 Coordination,Meetings with the City Revise and Submit Final Documents 4 4 4 4 8 24 10 12 Total Labor Hours Total Labor Fee $ 7,173 $ 1,852 $ 3,014 $ 1,115 $ 1,192 Phase 1, Task 2- Bid Administration Prepare Notice Inviting Bids Prepare PlanHolders List Respond to Pre-Proposal Inquiries 3 Prepare and Issue Addenda 3 Pre-Bid Conference Bid Opening Issue Notice to Proceed � 6 Total Labor Hours Total Labor Fee $ 1,389 $ 1,389 $ - $ - $ - Phase 2, Task 1- Construction Ma All ProDims, please list tasks : Administration Confidential 10/9/2014 Struct - Page 16 of 18 . Total Labor Hours Total Labor Fee $ - Phase 2, Task 1- Construction Ma List number of expected submittais and b udgeted ti Steel Shop Draw Concrete Shop Drawings Concrete Repair Submittals Weldina Submittal Total Labor Hours Total Labor Fee �- � _ __ _______ ___ $ - $ - $ - � - $ 4,654 $ 1,389 $ 3,265 $ - $ - Phase 2, Task 1- Construction RFIs Office Consultation Review KTRs Record Total Labor Hours Total Labor Fee ement: Disci hours hours $ 4,060 $ 1,852 $ 2,009 $ - $ 199 Phase 2, Task 1- Construction Management: Field Visits During Con struction List number of desired visits and hours 3 site visits ( 1 for tunnel & stairs, 6 24 and 2 for steel work). (3 days-8 hrs per visit and 2 hrs per visit for debrief) Total Labor Hours 6� 24 Total Labor Fee $ 4,403 $ 1,389 $ 3,014 $ - $ - Travel Rate Quantity Local Travel ' Mileage $ 0.565 688 $ Ferry $ 34.60 4 $ $ $ 388.72 138.40 Confidential 10/9/2014 Struct - Page 17 of 18 line Submittal Review ne RFIs and Office Consultation Total Travel $ 527 $ 527 Total Fee $ 22,206 Confidential 10/9/2014 Struct - Page 18 of 18 EXHIBIT D Washington State Department of Commerce 1011 Plum St P.O. Box 42525 Olympia, WA 98504-2525 Direct Appropriations Agreement between: City of Bremerton and Washington State Department of Commerce For: Project Name: City of Bremerton Puget Sound Naval Safety Project Contract Number: CD14-965-191 Project Type: Com Direct Execution/Start Date: Date of Contract Execution ' Department of Commerce Innovation is in our natur�. DECLARATIONS .. . . .__ _ __-�- -._ ._.- �---- ---- ---- _ __ _.. _ ___ _-_ _--- - -- --... _.__.... : CLIENT INFORMATION .. ._._..._. ------- _.__..--- --------------------- ------------- Legal Name: City of Bremerton Contract Number: CD14-965-191 State Wide Vendor Number: 0000221-00 PROJECT INFORMATION Project Title: Project City: Project State: Project Zip Code: -____------- City of Bremerton Puget Sound Naval Safety Project Bremerton Washington 98337 _. . . ..... .. .---�-----�-- --------------------------- .._._....._._---------------------------------------�--, CONTRACT INFORMATION � Grant Amount: $1,261,000.00 Appropriation Number: ESSB 5035� 2013 Contract End Date:` 12/31/2015 (subJect to re-appropriatlon) Biennium: 2013 - 2015 Biennium Close Date: 6/30/2015 Earliest Date for Construction Reimbursement: 7/1/2010 __ . ._._. .. . ... . .. . . : .. . . . . ,.._._....._..----.._..- --- ---- ----- - --, LSPECIAL TERMS AND CONDITIONS GOVERNING THIS AGREEMENT______,._________ ___ __; Section 1.14- CHANGE OF OWNERSHIP OR USE FOR CONT9tACTOR-OWNED PROPERTY, as found in Part 1 Speclal Terms And Conditions, shall not apply to this contract. This section has been left in its originae form for page continuity purposes only. 7.15- A special condition to this clause is included in the SPECIAL CONDITIONS section of this contract: Intended use of improvements in lieu of the ownership lease provislon. The parties of the License for Non-federal use of Real Property agree that they tntend at the time of entering into this agreement to maintain the improvement as a pedestrian walkway for a period of ten years. Any changes in use deemed necessary will be authorized by the US Secretary of Defense� and documentation to this affect will be provided to Commerce. City of Bremerton Page I CD14-965-191 10/30/2014 Direct-AppropriaGon Conbact ' TABLE OF CONTENTS CONTRACT SHEET ....................................................................................................... 1 CONTRACT TERMS AND CONDITIONS ................................................................................. 3 Part 1. SPECIAL TERMS AND CONDITIONS ........................................................................ 3 1.1. DEFINITIONS ............................................................................................................3 1 .2. AUTHORIIY ..............................................................................................................3 1.3. PURPOSE .................................................................................................................3 . 1.4. ORDER OF PRECEDENCE ......................................................................................3 1.5. GRANT AMOUNT ......................................................................................................3 1.6. CERTIFICATION OF FUNDS ....................................................................................4 1.7. MODIFICATION TO THE PROJECT COSTS ...........................................................4 1.8. PROJECT EXPENDITURES ELIGIBLE FOR REIMBURSEMENT ..........................4 1.9. BILLING PROCEDURES AND PAYMENT ...............................................................5 1.10. CERTIFIED PROJECT COMPLETION REPORT AND FINAL PAYMENT ..............5 1.11. REPORTS ..................................................................................................................6 1.12. EVALUATION AND MONITORING ...........................................................................6 1.13. OWNERSHIP OF PROJECT/CAPITAL FACILITIES ................................................6 1.14. CHANGE OF OWNERSHIP OR USE FOR CONTRACTOR-OWNED PROPERTY6 1.15. CHANGE OF USE FOR LEASED PROPERTY ........................................................7 1.16. HISTORICAL AND CULTURAL ARTIFACTS ...........................................................7 1.17. SIGNAGE, MARKERS, AND PUBLICATIONS .........................................................8 1.18. PREVAILING WAGE LAW ........................................................................................8 1 .19. INSURANCE ..............................................................................................................8 1.20. RECAPTURE PROVISION ......................................................................................10 1.21. REDUCTION IN FUNDS .........................................................................................10 1.22. REAPPROPRIATION ..........................:...................................................................10 Part 2. GENERAL TERMS AND CONDITIONS ....................................................................11 2.1. DEFINITIONS ..........................................................................................................11 2.2. ALLOWABLE COSTS ..............................................................................................11 2.3. ALL WRITINGS CONTAINED HEREIN ..................................................................11 2.4. AMENDMENTS .......................................................................................................11 2.5. AMERICANS WI�H DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 .........................................................11 2 .6. APPROVAL ..............................................................................................................11 2.7. ASSIGNMENT .........................................................................................................12 2.8. ATTORNEY'S FEES ..............................................................................:.................12 2.9. AUDIT ......................................................................................................................12 2.10. CODE REQUIREMENTS ........................................................................................13 2.11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION ..................................13 2.12. CONFORMANCE ....................................................................................................14 2.13. COPYRIGHT PROVISIONS ....................................................................................14 -- 2.14. DISALLOWED COSTS ............................................................................................14 2.15. DISPUTES ...............................................................................................................14 2.16. DUPLICATE PAYMENT ................................:.........................................................15 2.17. ETHICS/CONFLICTS OF INTEREST .....................................................................15 2.18. GOVERNING LAW AND VENUE ............................................................................15 City of BremeRon Page ii CD14-965-191 10130/2014 Direct-Appropriation Contract � 2.19. INDEMNIFICATION .............................:........................................... 2.20. INDEPENDENT CAPACITY OF THE CONTRACTOR ....:.............. 2.21. INDUSTRIAL INSURANCE COVERAGE ........................................ 2 .22. LAWS ............................................................................................... 2.23. LICENSING, ACCREDITATION AND REGISTRATION ................. 2.24. LIMITATION OF AUTHORITY ......................................................... 2.25. LOCAL PUBLIC TRANSPORTATION COORDINATION ............... 2.26. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS ............ 2.27. POLITICAL ACTIVITIES .................................................................. 2.28. PREVAILING WAGE LAWS ............................................................ 2.29. Prohibition Against Payment of Bonus or Commission ................... 2.30. PUBLICITY ...................................................................................... 2.31. RECAPTURE ................................................................................... 2.32. RECORDS MAINTENANCE ............................................................ 2.33. REGISTRATION WITH DEPARTMENT OF REVENUE ................. 2.34. RIGHT OF INSPECTION ................................................................. 2.35. SAVINGS ......................................................................................... 2.36. SEVERABILITY ............................................................................... 2.37. SUBCONTRACTING ....................................................................... 2.38. SURVIVAL ....................................................................................... 2.39. TAXES .....................:....................................................................... 2.40. TERMINATION FOR CAUSE ! SUSPENSION ............................... 2.41. TERMINATION FOR CONVENIENCE ............................................ 2.42. TERMINATION PROCEDURES ...................................................... 2 .43. WAIVER ........................................................................................... ..........15 ..........16 ..........16 ..........16 ..........16 ..........17 ..........17 ..........17 ..........17 ..........17 ..........17 ..........17 ..........18 ..........18 ..........18 ..........18 ..........18 ..........18 ..........19 . ..........19 .......:..19 ..........19 ..........20 ..........20 ..........20 � ATTACHMENT I: PROJECT SCOPE OF WORK ........................................................ 21 ATTACHMENT II: CERTIFICATBON� OF THE PAYMENT AND REPORTING OF PREVAILINGWAGES ....................:....................................................................... 23 ATTACHMENT III: CERTIFBCATION OF TH� INTENT TO ENTER THE LEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN (LEED) CERTIFICATION PROCESS (if applicable) ....................................................................................................... 25 ATTACHMENT IV: CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT ..................................................................................................... 27 City of Bremerton Page fil CD14-965-191 10130/2014 Direct-Appropriation ConUact ' CONTRACT FACE SHEET Contract Number: CD14-965-191 Washington State Department of Commerce DIRECT-APPROPRIATION GRANTS 1. Contractor 2. Contractor poing Business As (optlonal) City of Bremerton N/A 3027 Olympus Drive Bremerton, WA 98337 3. Contractor Representative 4. Commerce Representative 5. Contract Amount 6. Funding Source 7. Contract Start Date 8. Contract End Date Federal: ❑ State: Q Other: ❑ Contract Execution 12/31/2015 (provided funds are re- $1,261,000.00 N/A: ❑ Date appropriated into the next biennium) 9. Federal Funds (as appllcable) Federal Agency CFDA Number N/A N/A N/A 10. Tax ID # 11. SWV # 12. UBI # 13. DUNS # 916001231 0000221 14. Contract Purpose COMMERCE and the Contractor have entered into this Contract to undertake a legislatively-approved project that furthers the oals and ob'ectives of Washin ton State Direct A ro riations Pro ram. - The Washington State Dept. of Commerce (COMMERCE), and Contractor acknowledge and accept the terms of this Contract and attachments and have executed this Contract on the date below to start as of the date and year last written below. The rights and obligations of both parties to this Contract are governed by this Contract and the following other documents incorporated by reference: Contract Terms and Conditions including ATTACHMENT I: PROJECT SCOPE OF WORK; ATTACHMENT II: CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES; ATTACHMENT III: CERTIFICATION OF INTENT TO ENTER THE LEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN (LEED) CERTIFICATION PROCESS (if applicable); ATTACHMENT IV: CERTIFICATION OF AVAILABILITY OF FUNDS TO COMPLETE PROJECT. FOR THE CONTRACTOR FOR THE DEPT. OF COMMERCE Kendee Yamaguchi, Assistant Director Signature Date Print Name APPROVED AS TO FORM ONLY Title Siqnature on File Kathryn Wyatt Date Assistant Attorney General City of Bremerton Page 1 ConUad Face Sheet CD14-965-191 10/30/2014 City of Bremerton Face Sheet CD14965-191 10/30/2014 CONTRACT TERMS AND CONDITIONS Washington State Department of Commerce DIRECT-APPROPRIATION GRANTS Part 1 . SPECIAL TERMS AND CONDITIONS �R� As used throughout this Washington State Capital Budget Direct-Appropriation Contract the following terms shall have the meaning set forth below: A. "Contract" shall mean this Washington State Capital Budget Direct-Appropriation Contract. B. "Contractor" shall mean the local government identified on the Contract Face Sheet performing service(s) under this Contract and who is a Party to the Contract, and shall include all employees and agents of the Contractor. C. "Commerce° shall mean the Washington State Department Of Commerce, and who is a Party to the Contract. D. "Declarations" and "Declared" shall refer to the project information, grant terms and conditions as stated on the Declarations Page of this Grant Contract, displayed within the contract in IS t s�}.� for easier identification. 1.2. AUTHORITY Acting under the authority of Chapter 43.330.050(5) RCW, Commerce has awarded the Contractor a contract for a legislatively-approved project pursuant to the legislative APPROPRIATION NUMBER and BIENNIUM as shown on the Declarations Page. 1.3. PURPOSE Commerce and the Contractor have entered into this Contract to undertake a legislatively-approved project that furthers the goals and objectives of Washington State. The project will be undertaken by the Contractor and will include the activities described in Attachment I: SCOPE OF WORK. The project must be undertaken in accordance with the grant terms and conditions, and all applicable federal, state and local laws and ordinances, which by this reference are incorporated into this Contract as though set forth fully herein. 1.4. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order: A. Applicable federal and state of Washington statutes and regulations. B. Special Terms and Conditions including attachments. C. General Terms and Conditions. 1.5. GRANT AMOUNT Commerce shall pay an amount not to exceed the awarded GRANT AMOUNT as shown on the attached Declarations Page for the eligible costs necessary for or incidental to the performance of work as set forth in the described in Attachment I: SCOPE OF WORK. City of BremeRon Page 3 Contract Terms and Conditions CD14-965-191 10/30/2014 Dired-AppropriaGon Contract 1.6. CERTIFICATION OF FUNDS A. The release of state funds under this Contract is contingent upon the Contractor certifying that it has expended or has access to funds from other sources as set forth in ATTACHMENT IV: CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT to complete all the project activities identified in ATTACHMENT I: PROJECT SCOPE OF WORK. Such sources may consist of a combination of any of the following: i. Loans or grants. ii. Eligible project expenditures prior to the execution of this Contract. iii. Cash dedicated to the project. iv. Funds available through a letter of credit or other binding loan commitment(s). v. Pledges from foundations or corporations. vi. Pledges from individual donors. vii. The value of real property when acquired solely for the purposes of this project, as established and evidenced by a current market value appraisal performed by a licensed, professional real estate appraiser, or a current property tax statement. Commerce will not consider appraisals for prospective values of such property for the purposes of calculating the amount of matching fund credit. viii. In-kind contributions, subject to the Commerce's approval. B. The Contractor shall maintain records sufficient to evidence that it has access to or has expended funds from such sources, and shall make such records available for Commerce's review upon reasonable request 1.7. MODIFICATION TO THE PROJECT COSTS This section has been deleted but title retained for document continuity. 1.8. PROJECT EXPENDITURES ELIGIBLE FOR REIMBURSEMENT Payments to the Contractor shall be made on a reimbursement basis only. For the purposes of this Contract, eligible costs shall be construed to mean costs incurred and paid, or costs incurred and payable within thirty (30) days. Only costs incurred on or after the EARLIEST DATE FOR CONSTRUCTION REIMBURSEMENT as shown in the Declarations, are eligible for reimbursement under this Contract. The Contractor may be reimbursed for eligible costs related to the activities identified in Attachment I: SCOPE OF WORK. A. Real property and costs directly associated with such purchase, when purchased or acquired solely for the purposes of the project; B. Design, engineering, architectural, and planning; C. Archaeological/historical review; D. Construction management and construction observation (from external sources only); E. Construction costs including, but not limited to, the following: i. Site preparation and improvements; ii. Permits and fees; iii. Labor and materials; iv. Taxes on project goods and services; v. Capitalized equipment; vi. Information technology infrastructure; and vii. Landscaping. F. Insurance premiums as required in Section 1.19; G. Other costs authorized through the legislation. City oi BremeRon Page 4 Contract Terms and Conditions CD14-965-191 10/30/2014 Direct-Appropriation Contrad 9.9. BILLING PROCEDURES AND PAYMENT Commerce shall reimburse the Contractor for eligible project expenditures up to the maximum payable under this Contract. When requesting reimbursement for costs incurred or expenditures made, the Contractor shall submit a signed and completed Invoice Voucher (Form A-19), referencing the Attachment I: SCOPE OF WORK project activity performed, and any appropriate documentation. The Invoice Voucher must be certified by an official of the Contractor with authority to bind the Contractor. Each Invoice Voucher must be accompanied by a Project Status Report, which describes, in narrative form, the progress made on the project since the last invoice was submitted, as well as a report of project status to date. Commerce will not release payment for any reimbursement request received until the Project Status Report is received. After approving the Invoice Voucher and Project Status Report, Commerce shall promptly remit a warrant to the Contractor. The final Invoice Voucher payment shall not occur prior to the completion of all project activities as identified in Attachment I: SCOPE OF WORK. A sum not to exceed ten percent (10%) of the grant amount will be retained until all project activities are complete and a Certified Project Completion Report is completed and submitted by the Contractor, per Section 1.10. The Contractor shall submit all Invoice Vouchers and any required documentation to: Contracts Administration Unit Department of Commerce PO Box 42525 Olympia, WA 98504-2525 Commerce will pay the Contractor upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to Commerce not more often than monthly. Payment shall be considered timely if made by Commerce within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Contractor. Commerce may, in its sole discretion, terminate the Contract or withhold payments claimed by the Contractor for senrices rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract. No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by Commerce. Duplication of Billed Costs. The Contractor shall not bill Commerce for services performed under this Contract, and Commerce shall not pay the Contractor, if the Contractor is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs. The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. 1.10. CERTIFIED PROJECT COMPLETION REPORT AND FINAL PAYMENT The Contractor shall complete a Certified Project Completion Report when activities identified in Attachment I: SCOPE OF WORK are complete. The Contractor shall provide the following information to Commerce: A. A certified statement that the project, as described in Attachment I: SCOPE OF WORK, is complete and, if applicable, meets required standards. B. A certified statement of the actual dollar amounts spent, from all funding sources, in completing the project as described in Attachment I: SCOPE OF WORK. City oi BremeRon Page 5 ConVact Terms and Conditions CD14-965-191 10/30l2014 Direct Appropriabon Contract C. Certification that all costs associated with the project have been incurred and accounted for. Costs are incurred when goods and services are received andior contract work is performed. D. A final voucher for the remaining eligible funds. The Co�tractor will submit the Certified Project Completion Report together with the last Invoice Voucher for a sum not to exceed the balance of the grant amount including the ten percent (10%) retainage, as described in Section 1.9. The final Invoice Voucher payment shall not occur prior to the completion of all project activities identified in Attachment 1: SCOPE OF WORK and Commerce 's receipt and acceptance of the Certified Project Completion Report. 1.11. REPORTS The Contractor shall furnish Commerce with Project Status Reports when submitting Invoice Vouchers (as described in Section 1.9), a Certified Project Completion Report at project completion (as described in Section 1.10), and other reports as Commerce may require. Failure to file reports as requested may result in termination of this Contract. 1.12. EVALUATION AND MONITORING The Contractor shall cooperate with and freely participate in any monitoring or evaluation activities conducted by Commerce, including site inspections, if necessary. The Contractor may be asked by Commerce to provide photographs, either hard copy or electronically, which visually depict the progress made on the project. Commerce or the State Auditor and any of their representatives shall have full access to and the right to examine all of the Contractor's records with respect to all matters covered in this Contract. Such representatives shall be permitted to audit, examine, and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls, and records of matters covered by this Contract. Such rights last for six (6) years from the date final payment is made. 1.13. OWNERSHIP OF PROJECT/CAPITAL FACILITIES Commerce makes no claim to any real property improved or constructed with funds awarded under this Contract and does not assert and will not acquire any ownership interest in or title to the capital facilities and/or equipment constructed or purchased with state funds under this Contract. This provision does not extend to claims that Commerce may bring against the Contractor in recapturing funds expended in violation of this Contract. 1.14. CHANGE OF OWNERSHIP OR USE FOR CONTRACTOR-OWNED PROPERTY The Contractor understands and agrees that any or all assets acquired, constructed, or otherwise improved by the Contractor using the funds under this Contract shall be held and used by the Contractor for the purposes stated in A�tachment 1: SCOPE OF WORK for a period of at least ten (10) years from the date the final payment is made. For a period of at least ten (10) years from the date the final payment is made, in the event that the Contractor decides to change or transfer ownership of any or all assets acquired, constructed, or otherwise improved by the Contractor using the funds under this Contract, the Contractor agrees that any such decision or action must be submitted in writing and approved by Commerce in writing at least thirty (30) days prior to the execution of such decision or action. In the event the Contractor is found to be out of compliance with this section, the Contractor shall repay the principal amount of the grant as stated in Section 1.5, plus interest calculated at the rate of interest on State of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject asset was authorized. Repayment shall be made pursuant to Section 1.20. Recapture Provision. City oi Bremerton Page 6 Contract Terms and Conditions CD14-965-191 10/30/2014 Direct-Appmpriation Contract 1.15. CHANGE OF USE FOR LEASED PROPERTY The Contractor understands and agrees that any facility leased by the Contractor that is constructed, renovated, or otherwise improved using state funds under this Contract shall be used by the Contractor for the purposes stated in Attachment I: SCOPE OF WORK for a period of at least ten (10) years from the date the final payment is made. In the event the Contractor is found to be out of compliance with this section, the Contractor shall repay the principal amount of the grant as stated in Section 1.5, plus interest calculated at the rate of interest on State of Washington general obligation bonds issued most closely to the effective date of the legislation in which the subject facility was authorized. Repayment shall be made pursuant to Section 1.20. Recapture Provision. 9.16. HISTORICAL AND CULTURAL ARTIFACTS Prior to commencing construction, Contractor shaf( complete the requirements of Governor's Executive Order 05-05, or, as a substitute for completion of Governor's Executive Order 05-05, Contractor shall complete Section 106 of the National Historic Preservation Act. Contractor agrees that the Contractor is legafly and financially responsible for compliance with all laws, regulations, and agreements related to the preservation of historical or cultural artifacts and agrees to hold harmless Commerce and the State of Washington in relation to any claim related to such historical or cultural artifacts discovered, disturbed, or damaged as a result of the project funded by this Contract. In addition to the requirements set forth in this Contract, Contractor shall, in accordance with Governor's Executive Order 05-05, coordinate with the Washington State Department of Archaeology and Historic Preservation (DAHP), including any recommended consultation with any afFected tribe(s), during project design and prior to construction to determine the existence of any tribal cultural resources affected by the proposed project funded by this Contract. Contractor agrees to avoid, minimize, or mitigate impacts to the cultural resource as a continuing pre-requisite to receipt of funds under this Contract. The Contractor agrees that, unless the Contractor is proceeding under an approved historical and cultural monitoring plan or other memorandum of agreement, if historical or cultural artifacts are discovered during construction, the Contractor shall immediately stop construction and notify the local historical preservation officer and the state's historical preservation officer at DAHP. If human remains are uncovered, the Contractor shall report the presence and location of the remains to the coroner and local enforcement immediately, then contact DAHP and the concerned tribe's culturaf staff or committee. The Contractor shall require this provision to be contained in all sub-contracts for work or services related to Attachment I: SCOPE OF WORK. In addition to the requirements set forth in this Contract, Contractor agrees to comply with RCW 27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and, WAC 25-48 regarding Archaeological Excavation and Removal Permits. Completion of the Section 106 of the National Historic Preservation Act shall substitute for completion of Governor's Executive Order 05-05. In the event that the Contractor finds it necessary to amend Attachment I: SCOPE OF WORK, the Contractor may be required to re-comply with Governor's Executive Order 05-05 or Section 106 of the National Historic Preservation Act. City of BremeRon Page 7 ConVact Terms and Conditions CD14-965-191 10/3012014 Direct-Appropriation Contract 1.17. SIGNAGE. MARKERS. AND PUBLICATIONS If, during the period covered by this Contract, the Contractor displays or circulates any communication, publication, or donor recognition identifying the financial participants in the project, any such communication or publication must identify "The Taxpayers of Washington State" as a participant. 1.18. PREVAILING WAGE LAW The project funded under this Contract is subject to state prevailing wage law (Chapter 39.12 RCW). The Contractor is advised to consult the Industrial Statistician at the Washington Department of Labor and Industries to determine the prevailing wages that must be paid. Commerce is not responsible for determining the prevailing wages applying to this project or for any prevailing wage payments that may be required by law. 1.19. INSURANCE (NOTE: SECTION 1.19 DOES NOT APPLY TO MUNICIPAL ENYITIES) A. Private Organizations The Contractor shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the State of Washington should there be any claims, suits, actions, costs, damages, or expenses arising from any loss, or negligent or intentional act or omission of the Contractor or its subcontractors, or agents of either, while performing under the terms of this Contract. The insurance required shall be issued by an insurance company authorized to do business within the State of Washington. Except for Professional Liability or Errors and Omissions Insurance, the insurance shall name the State of Washington, its agents, officers, and employees as additional insureds under the insurance poficy. All policies shall be primary to any other valid and collectable insurance. The Contractor shall instruct the insurers to give Commerce thirty (30) calendar days advance notice of any insurance cancellation or modification. The Contractor shall submit to Commerce within fifteen (15) calendar days of the Contract start date, a certificate of insurance, which outlines the coverage and limits required under this insurance section. During the term of the Contract, the Contractor shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. The Contractor shall provide insurance coverage that shall be maintained in full force and effect during the term of this Contract, as follows: Commercial General Liabilitv Insurance Policv. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Contract activity but no less than $1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts. Automobile Liabititv. In the event that performance pursuant to this Contract involves the use of vehicles, owned or operated by the Contractor or its subcontractors, aufomobile liability insurance shall be required. The minimum limit for automobile fiability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. Professional Liabilit Errors and Omissions Insurance. The Contractor shall maintain Professional Liability or Errors and Omissions Insurance. The Contractor shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Contractor and licensed staff employed or under Contract to the Contractor. The State of City of Bremerton Page 8 Contract Terms and Conditions CD14-965-191 10130I2014 Direct-Appropriation Conhad Washington, its agents, officers, and employees need not be named as additional insureds under this policy. Fidelitv Insurance. Every officer, director, employee, or agent who is authorized to act on behalf of the Contractor for the purpose of receiving or depositing funds into program accounts or issuing financial documents, checks, or other instruments of payment for program costs shall be insured to provide protection against loss: i. The amount of fidelity coverage secured pursuant to this Contract shall be $100,000 or the highest of planned reimbursement for the Contract period, whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall name the Contractor as beneficiary. ii. Subcontractors that receive $10,000 or more per year in funding through this Contract shall secure fidelity insurance as noted above. Fidelity insurance secured by subcontractors pursuant to this paragraph shall name the Contractor as beneficiary. The Contractor shall provide, at Commerce's request, copies of insurance instruments or certifications from the insurance issuing agency. The copies or certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that Commerce will be provided thirty (30) days advance written notice of cancellation. � B. Self-Insured Contractors With prior approval from Commerce, the Contractor may provide insurance coverage under a self-insured/liability pool or self-insured risk management program. In order to obtain permission from Commerce, the Contractor shall provide: i. a description of its self-insurance program, and ii. a certificate and/or letter of coverage that outlines coverage, limits, and deductibles. All self-insured risk management programs or self-insured/liability pool financial reports must comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting standards promulgated by: i. Governmental Accounting Standards Board (GASB), ii. Financial Accounting Standards Board (FASB), and iii. The Washington State Auditor's annual instructions for financial reporting. Contractors participating in joint risk pools shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. The State of Washington, its agents, and employees need not be named as additional insured under a self- insured property/liability pool, if the pool is prohibited from naming thi�d parties as additional insured. Contractor shall provide annually to Commerce a summary of coverages and a letter of self- insurance, evidencing continued coverage under Contractor's self-insured/liability pool or self- insured risk management program. Such annual summary of coverage and letter of self- insurance will be provided on the anniversary of the start date of this Contract. Emplovers Liabilitv ("Stop Gap") Insurance. In addition, the Contractor shall buy employers liability insurance and, if necessary, commercial umbrella liability insurance with limits not less than $1,000,000 each accident for bodily injury by accident of $1,000,000 each employee for bodily injury or disease. Excess CoveraQe. By requiring insurance herein, Commerce does not represent that coverage and limits will be adequate to protect Contractor and such coverage and limits shall not limit City of Bremerton Page 9 ConVact Terms and Conditions CD14-965-191 1013012014 Direct-Appropriation Contract Contractor's liability under the indemnities and reimbursements granted to Commerce in this Contract. Unemplovment and Industrial Insurance. The Contractor shall be in full compliance with all state unemployment and industrial insurance laws while performing work under this Contract. Commerce will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for the Contractor, or any subcontractor or employee of the Contractor, which might arise under the industrial insurance laws during performance of this Contract. Protection of Proiect Proqertv. Contractor's Assumption of Risk. The Contractor shall continuously maintain adequate protection of all the project work from damage and shall protect the property from injury or loss arising in connection with this Contract. The entire work of the Contractor shall be at the sole risk of the Contractor. The Contractor may elect to secure fire, extended coverage, and vandalism insurance or all-risk insurance to cover the project work during the course of construction. The Contractor shall take all. necessary precautions for the safety of employees working on the project, and shall comply with all applicable provisions of federal, state, and local safety laws and building codes to prevent accidents or injuries to persons, on, about, or adjacent to the premises where the work is being performed. 1.20. RECAPTURE PROVISION In the event that the Contractor fails to expend state funds in accordance with state law and/or the provisions of this Contract, Commerce reseroes the right to recapture state funds in an amount equivalent to the extent of noncompliance. Repayment by the Contractor of state funds under this recapture provision shall occur within thirty (30) days of demand. In the event that Commerce is required to institute proceedings to enforce this recapture provision, Commerce shall be entitled to its cost thereof, including reasonable attorney's fees. 1.21. REDUCTION IN FUNDS In the event state funds appropriated for the work contemplated under this Contract are withdrawn, reduced, or limited in any way by the Washington State Governor or Legislature during the Contract period, the parties hereto shall be bound by any such revised funding limitations as implemented at the discretion of Commerce, and shall meet and renegotiate the Contract accordingly. 1.22. REAPPROPRIATION The parties hereto understand and agree that any state funds, including the ten percent (10%) retainage as described in Section 1.9, not expended by the BIENNIUM CLOSE DATE listed on the Declarations Page will lapse on that date unless specifically reappropriated by the Washington State Legislature or Governor. Commerce will make all necessary efforts to seek reappropriation of funds into the�declared BIENNIUM. If funds are so reappropriated, Commerce's obligation under the terms of this Contract shall be contingent upon the terms of such reappropriation. City oi BremeRon Page 10 ConVact Terms and Conditions CD14-965-191 10/3012014 Direct-Appropriation Contract Part 2. GENERAL TERMS AND CONDITIONS 2.1. AEFINITIONS As used throughout this Contract, the following terms shail have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "Contractor" shall mear� the entity identifed on the face sheet performing service(s) under this Contract, and shall include all employees and agents of the Contractor. C. "Commerce" shall mean the Washington State Department of Commerce, and who is a Party to the Contract. D. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, teiephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers. E. "State" shall mean the state of Washington. F. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor. The terms "subcontracto�' and "subcontractors" mean subcontractor(s) in any tier. 2.2. ALLOWABLE COSTS Costs allowable under this Contract are actual expenditures according to an approved budget up to the maximum amount stated on the Contract Award or Amendment Face Sheet. 2.3. ALL WRITINGS CONTAINED HEREIN This Contract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto. 2.4. AMENDMENTS This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 2.5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336 ALSO REFERRED TO AS THE "ADA" 28 CFR PART 35 The Contractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 2.6. APPROVAL This contract shall be subject to the written approval of Commerce's authorized representative and shall not be binding until so approved. The contract may be altered, amended, or waived only by a wrEtten amendment executed by both parties. Ciry oi Bremerton Page 11 Contract Terms and Conditions CD14-965-191 10/3012014 Direct-Appropriation Contract 2.7. ASSIGNMENT Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the Contractor without prior written consent of Commerce. 2.8. PTTORNEY'S FEES Unless expressly permitted under another provision of the Contract, in the event of litigation or other action brought to enforce Contract terms, each party agrees to bear its own attorneys fees and costs. 2.9. UDIT A. General Re uirements Contractors are to procure audit services based on the following guidelines. The Contractor shall maintain its �ecords and accounts so as to facilitate the audit requirement and shall ensure that Subcontractors also maintain auditable records. The Contractor is responsible for any audit exceptions incurred by its own organization or that of its Subcontractors. Commerce reserves the right to recover from the Contractor all disallowed costs resulting from the audit. As applicable, Contractors required to have an audit must ensure the audits are performed in accordance. with Generally Accepted Auditing Standards (GAAS); Government Auditing Standards (the Revised Yellow Book) developed by the Comptroller General. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor must respond to Commerce requests for informai�on or corrective action concerning audit issues within thirty (30) days of the date of request. B. STATE FUNDS Contractors expending $100,000 or more in total state funds in a fiscal year must have a financial audit as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally Accepted Auditing Standards (GAAS). The Schedule of State Financial Assistance must be included. The schedufe includes: Grantor agency name � State program name _ BARS account number Grantor Agency contract number Contract award amount including amendments (total grant awardy Beginning balance Current year revenues Current year expenditures . Ending balance Program total If the Contractor is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified public accountant selected by the Contractor. The Contractor shall include the above audit requirements in any subcontracts. Ciiy oi Bremerton Page 12 Contract Terms and Conditions CD14-965-191 10/30/2014 Direct-Appropriation Contract In any case, the Contractors financial records must be available for review by Commerce. C. Documentation Reauirements The Contractor must send a copy of any required audit report described above no later than nine (9) months after the end of the Contractor's fiscal year(s) by sending a scanned copy to auditreviewCc�commerce.wa.4ov or by sending a hard copy to: Department of Commerce ATTN: Audit Review and Resolution O�ce 1011 Plum Street PO Box 42525 Olympia WA 98504-2525 In addition to sending a copy of the audit, when applicable, the Contractor must include: Corrective action plan for audit findings within three (3) months of the audit being received by Commerce. Copy of the Management Letter. � If the Contractor is requi�ed to obtain a Single Audit because of Circular A-133 requirements, no other audit report is required. 2.10. CODE REQUIREMENTS All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and federal building, mechanical, plumbing, fire, energy and barrier-free codes. Compliance with the Americans with Disabilities Act of 1990, 28 C.F.R. Part 35 will be required, as specified by the local building Department. 2.11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. °Confrdential Information" as used in this section includes: 1. All material provided to the Contractor by Commerce that is designated as "confidential" by Commerce; 2. All material produced by the Contractor that is designated as "confidential" by Commerce; and 3. All personal information in the possession of the Contractor that may not be disclosed under state or federal law. "Personal information" includes but is not iimited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Health Information° under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Contractor shall use Confidential Information solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of Commerce or as may be required by law. The Contractor shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Contractor shall provide Commerce with its policies and procedures on confidentiality. Commerce may require changes to such policies and procedures as they apply to this Contract whenever Commerce reasonably determines that changes are necessary to prevent unauthorized disclosures. The Contractor shall make the changes within the time period City of Bremerton Page 13 Contract Terms and Conditions CD14-965-191 10/30/2014 Direct-Appropriation Contract specified by Commerce. Upon request, the Contractor shall immediately return to Commerce any Confidential Information that Commerce reasonably determines has not been adequately protected by the Contractor against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Contractor shall notify Commerce within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. 2.12. CONFORMANCE If any provision of this contract violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. 2.13. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by Commerce. Commerce shall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to Commerce effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer these rights. For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, the Contractor hereby grants to Commerce a nonexclusive, royalty- free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly pertorm, and publicly display. The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to Commerce. The Contractor shall exert all reasonable effort to advise Commerce, at the time of delivery of Materials furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. The Contractor shall provide Commerce with prompt written notice of each notice or claim of infringement received by the Contractor with respect to any Materials delivered under this Contract. Commerce shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor. 2.14. DISALLOWED COSTS The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its Subcontractors. 2.75. DISPUTES Except as otherwise provided in this Contract, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Agency Director of Commerce, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; City of Bremerton Page 14 Contract Terms and Condi6ons CD14-965-191 10/30/2014 Direct-Appropria6on Conbact � state the disputed issues; • state the relative positions of the parties; • • state the Contractor's name, address, and Contract number; and • be mailed to the Director and the other party's (respondenYs) Contract Representative within three (3) working days after the, parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five (5) working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi Judicial tribunal. Nothing in this Contract shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 2.16. DUPLICATE PAYMENT The Contractor certifies that work to be performed under this contract does not duplicate any work to be charged against any other contract, subcontract, or other source. 2.17. ETHICS/CONFLICTS OF INTEREST In pertorming under this Contract, the Contractor shall assure compliance with the Ethics in Public Service Act (RCW 42.52) and any other applicable state or federal law related to ethics or conflicts of interest. 2.18. GOVERNING LAW AND VENUE This Contract shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 2.19. INDEMNIFICATION To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the state of Washington, Commerce, all other agencies of the state and all officers, agents and employees of the state, from and against all claims or damages for injuries to persons or property or death arising out of or incident to the Contractor's performance or failure to perform the Contract. The Contractor's obligation to indemnify, defend, and hold harmless includes any claim by the Contractor's agents, employees, representatives, or any Subcontractor or its agents, employees, or representatives. The Contractor's obligation to indemnify, defend, and hold harmless shall not be eliminated by any actual or alleged concurrent negligence of the state or its agents, agencies, employees and officers. Subcontracts shall include a comprehensive indemnification clause holding harmless the Contractor, Commerce, the state of Washington, its o�cers, employees and authorized agents. The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. City of Bremerton Page 15 ConVact Tertns and Conditions CD14-965-191 10/30/2014 Direct-Appropriation Contract 2.20.1NDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Contract. The Contractor and its employees or agents performing under this Contract are not employees or agents of the state of Washington or Commerce. The Contractor will not hold itself out as or claim to be an officer or employee of Commerce or of the state of Washington by reason hereof, nor will the Contractor make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Contractor. 2.21. INDUSTRIAL INSURANCE COVERAGE The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Commerce may collect from the Contractor the full amount payable to the Industrial Insurance Accident Fund. Commerce may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by Commerce under this Contract, and transmit the deducted amount to the Department of Labor and Industries, (L81) Division of Insurance Senrices. This provision does not waive any of L81's rights to collect from the Contractor. 2.22. LAWS The Contractor shall comply with all applicable laws, ordinances, codes, regulations, and policies of local, state, and federal governments, as now or hereafter amended, including, but not limited to: Washington State Laws and Regulations A. Affirmative action, RCW 41.06.020 (11). B. Boards of directors or officers of non-profit corporations — Liability - Limitations, RCW 4.24.264. C. Disclosure-campaign finances-lobbying, RCW 42.17. D. Discrimination-human rights commission, RCW 49.60. E. Ethics in public service, RCW 42.52. F. Housing assistance program, RCW 43.185 G. Interlocal cooperation act, RCW 39.34. H. Noise control, RCW 70.107. I. Office of minority and women's business enterprises, RCW 39.19 and WAC 326-02. J. Open public meetings act, RCW 42.30. K. Prevailing wages on public works, RCW 39.12. L. Public records act, RCW 42.56. M. Relocation assistance - real property acquisition policy, RCW 8.26. N. Shoreline management act of 1971, RCW 90.58. O. State budgeting, accounting, and reporting system, RCW 43.88. P. State building code, Chapter 19.27 RCW and Energy-related building standards, RCW 19.27A, and Provisions in buildings for aged and handicapped persons, RCW 70.92. Q. State Coastal Zone Management Program, Publication 01-06-003, Shorelands and Environmental Assistance Program, Washington State Department of Ecology. R. State environmental policy, RCW 43.21C. S. State Executive Order 05-05 Archeological and Cultural Resources. 2.23. LICENSING. ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the pertormance of this Contract. City of BremeRon Page 16 ConVact7ertns and Conditions CD14965-191 10130120t4 Direct-Appropriation Contract 2.24. �IMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's designee by writing (designation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. 2.25. LOCAL PUBLIC TRANSPORTATION COORDINATION Where applicable, Contractor shall participate in local public transportation forums and implement strategies designed to ensure access to services. 2.26. COMPLIANCE WITH NONDISCRIMINATION LAWS During the pertormance of this Contract, the Contractor shall comply with all federal, state, and local nondiscrimination laws, regulations and policies. In the event of the Contractor's non- compliance or refusal to comply with any nondiscrimination law, regulation or policy, this contract may be rescinded, canceled or terminated in whole or in part, and the Contractor may be declared ineligible for further contracts with Commerce. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein. 2.27. POLITICAL ACTIVITIES Political activity of Contractor emptoyees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17 RCW and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 2.28. PREVAILING WAGE LAWS The Contractor certifies that all contractors and subcontractors performing work on the Project shall comply with state Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded by this contract, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The Contractor shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for Commerce's review upon request. 2.29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this Contract shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such funds or any other approval or concurrence under this Contract provided, however, that reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project costs. 2.30. PUBLICITY The Contractor agrees not to publish or use any advertising or publicity materials in which the state of Washington or Commerce's name is mentioned, or language used from which the connection with the state of Washington's or Commerce's name may reasonably be inferred or implied, without the prior written consent of Commerce. City of Bremerton Page 17 ConUact Terms and Conditions CD14-965-191 10/30/2014 Direct-AppropriaGon Contract 2.31. RECAPTURE In the event that the Contractor fails to perform this contract in accordance with state laws, federal laws, and/or the provisions of this contract, Commerce reserves the right to recapture funds in an amount to compensate Commerce for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Contractor of funds under this recapture provision shall occur within the time period specified by Commerce. In the alternative, Commerce may recapture such funds from payments due under this contract. 2.32. RECORDS MAINTENANCE The Contractor shall maintain all books, records, documents, data and other evidence relating to this Contract and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. Contractor shall retain such records for a period of six years following the date of final payment. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been finally resolved. 2.33. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Contractor shall complete registration with the Washington State Department of Revenue. 2.34. RIGHT OF INSPECTION At no additional cost all records relating to the Contractor's performance under this Contract shall be subject at all reasonable times to inspection, review, and audit by Commerce, the Office of the State Auditor, and federal and state officials so authorized by law, in order to monitor and evaluate performance, compliance, and quality assurance under this Contract. The Contractor shall provide access to its facilities for this purpose. 2.35. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, Commerce may terminate the Contract under the "Termination for Convenience" clause, without the ten business day notice requirement. In lieu of termination, the Contract may be amended to reflect the new funding limitations and conditions. 2.36. SEVERABILITY If any provision of this Contract or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Contract that can be given � effect without the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose of this Contract and to this end the provisions of this Contact are declared to be severable. City of BremeRon Page 18 Contract Terms and Condibons CD14-965-191 10/30/2014 Direct-Appropriation Contract s 2.37. SUBCONTRACTING The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written approval of Commerce. If Commerce approves subcontracting, the Contractor shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, Commerce in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate to this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or (c) require the Contractor to rescind or amend a subcontract. Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor is responsible to Commerce if the Subcontractor fails to comply with any applicable term or condition of this Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to Commerce for any breach in the performance of the Contractor's duties. Every subcontract shall include a term that Commerce and the State of Washington are not liabte for claims or damages arising from a Subcontractor's pertormance of the subcontract. 2.38. SURVIVAL The terms, conditions, and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. 2.39. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's income or gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be the sole responsibility of the Contractor. 2.40. TERMINATION FOR CAUSE / SUSPENSION In event Commerce determines that the Contractor failed to comply with any term or condition of this Contract, Commerce may terminate the Contract in whole or in part upon written notice to the Contractor. Such termination shall be deemed "for cause." Termination shall take effect on the date specified in the notice. In the alternative, Commerce upon written notice may allow the Contractor a specific period of time in which to correct the non-compliance. During the corrective-action time period, Commerce may suspend further payment to the Contractor in whole or in part, or may restrict the Contractor's right to pertorm duties under this Contract. Failure by the Contractor to take timely corrective action shall allow Commerce to terminate the Contract upon written notice to the Contractor. "Termination for Cause" shall be deemed a"Termination for Convenience" when Commerce determines that the Contractor did not fail to comply with the terms of the Contract or when Commerce determines the failure was not caused by the Contractor's actions or negligence. If the Contract is terminated for cause, the Contractor shall be liable for damages as authorized by law, including, but not limited to, any cost difference between the original contract and the replacement contract, as well as all costs associated with entering into the replacement contract (i.e., competitive bidding, mailing, advertising, and staff time). City of Bremerton Page 19 ConVact Tertns and Conditions CD14-965-191 10/3012014 Direct-Appmpriation Contract � 2.41. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Contract, Commerce may, by ten (10) business days written notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract is so terminated, Commerce shall be liable only for payment required under the terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 2.42. TERMINATION PROCEDURES After receipt of a notice of termination, except as otherwise directed by Commerce, the Contractor shall: A. Stop work under the Contract on the date, and to the extent specified, in the notice; B. Place no further orders or subcontracts for materials, services, or facilities related to the Contract; C. Assign to Commerce all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case Commerce has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. Any attempt by the Contractor to settle such claims must have the prior written approval of Commerce; and D. Preserve and transfer any materials, contract deliverables and/or Commerce property in the Contractor's possession as directed by Commerce. Upon termination of the Contract, Commerce shall pay the Contractor for any service provided by the Contractor under the Contract prior to the date of termination. Commerce may withhold any amount due as Commerce reasonably determines is necessary to protect Commerce against potential loss or liability resulting from the termination. Commerce shall pay any withheld amount to the Contractor if Commerce later determines that loss or liability will not occur. The rights and remedies of Commerce under this section are in addition to any other rights and remedies provided under this Contract or otherwise provided under law. 2.43. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such in writing and signed by Authorized Representative of Commerce. Ciry oi BremeRon Page 20 ConVact Terms and Conditions CD14-965-191 10130I2014 Direct-Appropriation ConUact s ATTACHMENT I: PROJECT SCOPE OF WORK Washington S4ate Department of Commerce DIRECT-APPROPRIATION GRANTS Contractor: City of Bremerton Contract Number: CD14-965-191 Project Title: City of Brernerton Puget Sound Naval Safety Project The projecYs scope of work is comprised of the following activities: Renovation and reconstruction of the pedestrian tunnel and assoclated facilities located in the vicinity of Burwell Street and Park Avenue that provide access for employees entering the Puget Soand Naval Shipyard. Costs may include, but are not limited to, design� environmental/cultural review, land/right-of-way acquisition� pe�mits, material testing, field staking and as-built data gathering, construction� construction management, inspection and adminlstration. � If the above scope of work includes engineering, planning, or design activities, the Contractor shall make all plans and documents funded in whole or in part by this Contract available for Commerce's review upon reasonable request. The Contractor, by its signature below, certifies that the project's scope of work and performance measures set forth above have been reviewed and approved by the Contractor's governing body as of the date and year written below. SIGNATURE NAME TITLE DATE Ciry oi Bremerton CD14-965-191 Page 21 Attachment I: Project Scope of Work 10/30I2014 Direct-Appropriation Contract Ciry oi BremeRon Page 22 Attachment I: ProJect Scope oi Work CD14-965-191 1013012014 Direct-Appropriation Contract A ATTACHMENT II: CERTIFICATION OF THE PAYMENT AND REPORTING OF PREVAILING WAGES Washington State Department of Commerce DIRECT-APPROPRIATION GRANTS Contractor: City of Bremerton Contract Number: CD14-965-191 The Contractor, by its signature below, certifies that all contractors and subcontractors performing work on the project as described in ATTACHMENT I: PROJECT SCOPE OF WORK shall comply with prevailing wage laws set forth in RCW 39.12, as applicable to the project funded by this Contract, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "A�davit of Wages Paid" as required by RCW 39.12.040. The Contractor shall maintain records sufficient to evidence compliance with RCW 39.12, and shall make such records available for Commerce's review upon request. If any state funds are used by the Contractor for the purpose of construction, applicable State Prevailing Wages must be paid. The Contractor, by its signature below, certifies that the declaration set forth above has been reviewed and approved by the Contractor's governing body as of the date and year written below. SIGNATURE NAME TITLE DATE City of Bremerton CD14-965-191 Page 23 Attachment II: CeRificaGon of Payment 8 Reporting of Prevailing Wage 1013012014 Direct-Appropriation Contract City of Bremerton Page 24 Attachment II: Ce�ification oi Payment 8 RepoRing oi Prevailing Wage CD14965-191 10/3012014 Dired-Appropriation Contract s `� � ATTACHMENT III: CERTIFICATION OF THE INTENT TO ENTER THE LEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN (LEED) CERTIFICATION PROCESS Washington State Department of Commerce DIRECT-APPROPRIATION GRANTS Contractor: City of Bremerton Contract Number: CD14-965-191 The Contractor, by its signature below, certifies that it will enter into the Leadership in Energy and Environmental Design (LEED) certification process, as stipulated in RCW 39.35D.060, as applicable to the project described in ATTACHMENT I: PROJECT SCOPE OF WORK funded by this Contract. The Contractor shall, upon receipt of LEED certification by the United States Green Building Council, provide documentation of such certification to Commerce. The Contractor, by its signature below, certifies that the declaration set forth above has been reviewed and approved by the Contractor's governing body or board of directors, as applicable, as of the date and year written below. Exempt DO NOT sign SIGNATURE NAME TITLE DATE City oi BremeRon Page 25 Attachment III: LEED Certification CD14965-191 10/3012014 Direct-Appropriation Contract City oi Bremerton Page 26 Attachment III: LEED Certification CD14-965-191 10/3012014 � Direct-Appropriation ConUad s ' ATTACHMENT IV: CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT Washington State Department of Commerce DIRECT-APPROPRIATION GRANTS Contractor: City of Bremerton Contract Number: CD14-965-191 Type of Funding Source Description Amount Grant Washington State Dept. of Commerce $1261000.00 Other Grants � Grant #1 $0.00 Grant #2 $0.00 Grant #3 $0.00 Grant #4 $0.00 � Total Other Grants $0.00 Other Loans � Loan #1 $0.00 � � Loan #2 $0.00 i : Loan #3 $0.00 Loan #4 $0.00 ; Total Loans $0.00 ; Other Local Revenue I I Source #1 $0.00 ; Source #2 $0.00 ' Source #3 $0.00 ! � Source #4 $0.00 I. , Total Local Revenue $0.00 � Other Funds ; Source #1 $0.00 : Source #2 $0.00 i � � Total Other Funds $0.00 ' j Total Project Funding $1,261,000.00 � CERTIFICATION PERFORMANCE MEASURE The Grantee, by its signature, certifies that project funding from sources other than those provided by this contract and identified above are fully expended or committed, or both, in an amount sufficient to complete the project, or a distinct phase of the project that is useable to the public, and that the funding will be used for the purpose as described elsewhere in this contract, as of the date and year written below. City oi BremeRon Page 27 Attachment IV: Certifica6on of Availability oi Funds CD14-965-191 10/3012014 Direct-Appropriation ConUad � � • The Grantee shall maintain records sufficient to evidence that it has expended or has access to the funds needed to complete the Project, and shall make such records available for COMMERCE'S review upon reasonable request. SIGNATURE NAME TITLE DATE City of BremeRon Page 28 Attachment IV: Certification of Availability of Funds CD14-965-191 10130I2014 Direct-Appropriation Contract .. . + ACORO� � C DATE (MMIDDIYYYY) � `� � RTIFICATE OF LIABILITY INSURANCE 12�2�2014 � THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PROOUCER CONTACT N8I1 B1BCkWe11 NAME: � McDonald Insurance Group, Inc. PHONE .(425)827-7400 FAX (q25)827-7402 PO Box 3089 E-Mai� , nancy@medonaldins . com 62� Kirkland Way, St2 1�� INSURERS AFFORDINGCOVERAGE NAIC# Kirkland WA 98083-3089 INSURERA;FOr2mOSt Si nature Insurance 41513 INSURED INSURERB:COIIt1L12IIt31 Casualt Co. 0443 FRASER AND FOGLE ARCHITECTS INSURERC: 11061 NE 2ND STREET SUITE 160 INSURER D: /l /i n, ./1 _ BELLEWE WA 98004 IINSURERF: v V �� COVERAGES CERTIFICATE NUMBER:14-15 PROF/PACKAGE REVISIDN NUMBER� THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTIMTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. �LTR TYPE OF INSURANCE ADDL SUBR pOLICY NUMBER MM DD/YYYY MM DD/YYYY LIMITS GENERAL LIABILITY / EACH OCCURRENCE $ 2� 000 � 000 X COMMERCIAL GENERAL LIABILITY ✓ DAMAGE TO RENTED � PREMISES Ea occurrence $ 2 � �� , �� A CLAIMS-MADE �X OCCUR X ASO42818907 10/13/2014 0/13/2015 MED EXP (Any ane person) $ 10 , 000 PERSONAL 8 ADV INJURY $ 2� 000 � 000 GENERAL AGGREGATE $ 4, OOO � OOO GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ 4, OOO � OOO X POLICY PR � LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT �/ 1 OOO OOO Ea accident 5 ANY AUTO BODILY INJURY (Per person) $ p ' ALL OWNED SCHEDULED A3042818907 10/13/2014 0/13/2015 BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ A )Q�( WC STATU- X OTH- ��EMPLOYERS' LIABILITY y � N ANY PROPRIETOR/PARTNER/EXECUTIVE E L EACH ACCIDENT $ 1 OOO OOO OFFICER/MEMBER EXCLUDED7 � N�A (Mandatary in NH) A3092818907 10/13/2014 0/13/2015 E L DISEASE - EA EMPLOYE $ 1 �� If yes, describe under DESCRIPTION OF OPERATIONS below E L DISEASE - PO�ICY LIMIT $ 1 OOO OOO B PROFESSIONAL LIABILITY H008215523 1/26/2014 /26/2015 EACH CLAIM $ 1,000,000 DEDUCTIBLE -$7$, OOO AGGREGATE $ 2, OOO, OOO DESCRIPTION OF OPERATIONS / IOCATIONS / VEHICLES (Attach ACORD 101, Addltional Remarks Schedule, it more space Is requlred) Re: Burmell Tunnel Repair Project. The City of Bremerton is an Additional Insured by written agreement per CG2010 attached. Separation of insureds coverage applies. CERTIFICATE City of Bremerton Attn: Katie Ketter 3027 Olympus Drive Bremerton, WA 98312 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE _.. _ .. ,r" .... ` ..4..." ... _e ... .•.�` �:+..... .,...' �...� ... Frank Radford/NNB `� - - ACORD 25 (2010105) INS025 �zo�oos� oi O 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 372 POLICY NUMBER: PASO42818907 CON�IAERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLiCY. PLEASE READ !T CAREFULLY. ADDi�'ICJiVAL INSURED - �VI/NER�, LESSEES OR C�NTRACT�RS - �CHEDULED PERS�N OR �RGANIZATIDIV 7his endorsement modifies insurance provided under the follan�ng: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Addfional lnsured Person(s) Or Oir nization{s1: Locationls) OF Covered ations � CITY OF BREMERTON BURWELL TUNNEL REPAIR PROJECT 3027 OLYMPUS DRIVE BREMERTON, WA 98312 lr�formation r uired to lete this Schedule, iF riot sha�nm above, wiA be shown in the Declarations. a Sec#ion N Wi�o Is An lnsured is �nended ta include as � an additional insured the persan(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily inj�y", "property damage" or "personal and advertising inj�ry" caused, in wt,ole or in part, by: 1. Your acts a� omissions; or 2 The acts or omissions af those acting on yo� behalf; in the perfa�mance of yo�r ongoing operations fnr the additional insuredts? at the location(s) desig- nated ahove. CG 20 10 07 04 B. Witi� respect to the insurance affaded to these additional insureds, the folfawing additional exclu- sions apply: 7his insurance does not a�ply to "bodily injury" a „ proP�Y �amage" occ�ering a�ter: 1. All w�xic, including materials, pa�ts or equip- ment firnished in connection with such work, on the project {other than service, maintenance or r�airs) t� be performed by or on behalf � the additional insuredlsl at the bcation of the cov�ed op�ations has been oorr�pleted; or 2. That portion of "yo� work" ot.�t aF which the injury a damage �ises has been put to its in- tended use by any person or organization other than another corrtr or s�xontractor en- gaged in performing operations for a principal as a part af the same project. Copyright, ISO Froperties, Inc., 2004 Page 1 of 1 O �� TR�►NSMIT'1'AL City C/erk I Shannon L. Corin, CMC sha nnon.corin@ci. bremerton.wa. us January 8, 2015 Fraser+Fogle Architects 11061 NE 2nd St, Suite 160 Bellevue WA 98004 itE: Professional Services Agreement Burwell Turenel Repair Project I have enclosed your fully executed copy referenced above. Best Regards, � Shannon L. Corin, CMC City Clerk /slc Enclosure cc: File FINANCIAL SERVICES Executive Correspondence Routing Memo Date: 11/20/14 Project: Burwell Pedestrian Tunnel — Professional Services Agreement Description: The contract with Fraser + Fogle Architects provides for completion of final design and construction management for the Burwell Pedestrian Tunnel. The PSA was approved by the City Council at its meeting on November 5, 2014. Action Requested: Review and Signatures Originator: Tom Knuckey Coordination / Approval / Recommendation: Public Works Manager: Public Works Director: Finance Director: Recomm Recommended Recommended City Attorney : ecom en ed -!`? Mayor: Appro i natu City Clerk: For Filing Initials/dat 11 /�1��' Initials/date ��"�3�1 � Initials/date I��3�lY Initials/dat � Z�S� , y When complete: Please return one copy of the signed original contracts to Engineering ATTENTION / Katie Ketterer for our files, forward the second original to the City Clerk for her files, and forward the third original to Fraser+Fogle Architects for their files. Public Works & Utilities � 100 Oyster Bay Ave. N.. Bremerton, WA 98312 * Phone (360) 473-5315 * Fax (360) 473-5018 \ -