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HomeMy WebLinkAbout02/28/2018 STUDY SESSION PACKETCITY COUNCIL 345 6th Street, Suite 600, Bremerton, WA 98337 I Phone (360) 473-5280 FEBRUARY 28, 2018 CITY COUNCIL STUDY SESSION 5:00 PM in COUNCIL CONFERENCE ROOM 603 The Study Session is open to the public but there will be no opportunities for input or participation; no action is anticipated during the Study Session except when deemed appropriate; and the content of these items is subject to change. If approved by Council, the items will be placed on the March 7, 2018 Council Meeting Agenda: A. NO PRESENTATION PLANNED - The following items are budgeted items or subjects that have been reviewed by the appropriate Council Committee Members: 1. Confirm the Appointment of Maggie Williams to the Parks and Recreation Commission 2. Affiliation Agreement between the Bremerton Fire Department and Tacoma Community College for Training of Health Care Professionals 3. Intellectual Property License Agreement with the City of Bellevue for the Purchase of Praxis Software for the Tax and License Division 4. Funding Board Project Agreement with the State of Washington and the Recreation and Conservation Funding Board for Manette Park Renovation Project 5. Goods and Services Agreement with Burdick Heating of Bremerton, WA for HVAC Services and Maintenance 6. Purchase of one 2018 Ford Police Interceptor and associated Safety Equipment from Columbia Ford of Longview, WA for the Police Department 7. Purchase of a new Caterpillar Model 926M Wheel Loader from NC Machinery of Tukwila, WA for the Forestry Division 8. Purchase of one 2018 Mercedes-Benz Sprinter Cargo Van from Gee Automotive Liberty Lake LLC of Liberty Lake, WA for the Wastewater Division 9. Amendment A to the Interlocal Agreement with Kitsap County KC -213-16-A for the Jarstad Park to Kitsap Lake Trail Design Report 10. Washington State Department of Natural Resources Aquatic Lands Outfall Easement No. 51- 077352 for the Westside Wastewater Treatment Plant 11. Purchase of a Direct Drive Blower from CED of Bremerton, WA for the Westside Wastewater Treatment Plant 12. Modification and Upgrade of Centrifuge and Panel with Centrisys Corporation of Kenosha, WI for the Westside Wastewater Treatment Plant 13. Purchase of a new Seepex Progressive Cavity Cake Pump from Granich Engineered Products, Inc. of Seattle, WA for the Westside Wastewater Treatment Plant 14. Repair, Refurbishment and Modification of Pump No.1 at Pump Station WB -3 from Granich Engineered Products, Inc. of Seattle, WA 15. 2018 Pre -Commercial Thinning Contract with D & D Forestry of Centralia, WA Continued on back... 16. Contract Award and Agreement with Simpson Sandblasting & Special Coatings, Inc. for the Exterior Coating Replacement of Reservoirs 17 & 20 17. Local Agency Participating Agreement with WSDOT for Signal Systems on SR304 (Burwell Street) 18. Local Agency Participating Agreement with WSDOT for Naval Avenue Pavement Preservation 19. Professional Services Agreement with KPG, Inc., for Construction Management Services for West Belfair Valley Road and Tracyton Beach Road Innovative Safety Project B. BRIEFINGS AND FULL PRESENTATIONS 1. Overview of the Judicial Branch — Presented by Judge James Docter (Information only...) C. GENERAL COUNCIL BUSINESS o Public Works Committee Briefing (02/20/18 Meeting) — Chair Pat Sullivan o Audit Committee Briefing (02/27/18 Special Meeting) — Chair Leslie Daugs o Finance & Investment and Parking Committee Briefing (02/27/18 Meeting) — Chair Richard Huddy o Other General Council Business (As necessary...) D. ADJOURNMENT OF STUDY SESSION ® Americans with Disabilities Act accommodations provided upon request. Those requiring special accommodations should contact the City Clerk's Office at (360) 473-5323 at least 24 hours prior to the meeting. SUBJECT: Confirm the Appointment of Maggie Williams to the Parks and Recreation Commission AGENDA BILL CITY OF BREMERTON CITY COUNCIL Study Session Date: COUNCIL MEETING Date: Department: Presenter: Phone: MA February 28, 2018 March 7, 2018 Executive Mayor Wheeler (360) 473-5266 SUMMARY: There is a vacancy on the Parks and Recreation Commission. The Mayor is seeking confirmation of the appointment of Maggie Williams to fill an unexpired term which will expire on September 29, 2019. ATTACHMENTS: Application to the Commission is available in the Mayor's office. FISCAL IMPACTS (Include Budgeted Amount): None STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to confirm the appointment of Maggie Williams to a fill an unexpired term vacancy on the Parks and Recreation Commission beginning March 8, 2018 and expiring on September 29, 2019. COUNCIL ACTION: ❑ Approve Form Updated 01/02/2018 ❑ Deny ❑ Table ❑ Continue ❑ No Action AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Affiliation Agreement between Bremerton Fire Department and Tacoma Community College for Training of Health Care Professionals Study Session Date: COUNCIL MEETING Date: Department: Presenter: Phone: February 28, 2018 March 7, 2018 Fire David Schmitt (360) 473-5381 SUMMARY: The purpose of this agreement is for the Bremerton Fire Department to commit to training health care professionals, to provide desirable clinical learning experiences and facilities for Tacoma Community College's students. ATTACHMENTS: Affiliation Agreement FISCAL IMPACTS (Include Budgeted Amount): None STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Affiliation Agreement with Tacoma Community College and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve Form Updated 01/02/2018 ❑ Deny ❑ Table ❑ Continue ❑ No Action AFFILIATION AGREEMENT This Agreement is made and entered into between Tacoma Community College ("School"), located at 6501 S. 19th St, Tacoma, Washington, 98466 and City of Bremerton, participating via its Fire Department ("Company"), located at 911 Park Avenue, Bremerton, WA 98337. The purpose of this Agreement is for Company, which is committed to training health care professionals, to provide desirable clinical learning experiences and facilities for School's students. In consideration of the mutual covenants and agreements contained herein, School and Company agree as follows: GENERAL PROVISIONS A. School and Company agree that contemporaneous with or following execution of this Agreement and within the scope of its provisions, School may develop letter agreements with Company to formalize operational details of the clinical education program. These details include, but are not limited to, the following: • Beginning dates and length of experience (to be mutually agreed upon at least one month before the beginning of the clinical education program; • Number of students eligible to participate in the clinical education program; • Specific days, hours and locations for the clinical education program; • Specific learning objectives and performance expectations for students; • Specific allocation of responsibilities for the faculty Liaison, clinical education; • Supervisor, and Preceptors, if any, referenced elsewhere in this Agreement; • Deadlines and format for student progress reports and evaluation forms. A list of skills the paramedic students will perform during their time as a student may include, but are not limited to, the following: • Obtain a patient history from an alert and oriented patient • Comprehensive normal adult physical assessment techniques • Comprehensive normal pediatric physical assessment techniques • Airway, oxygenation, and ventilation • Direct orotracheal intubation adult • Direct orotracheal intubation pediatric • Nasotracheal intubation adult • Supraglottic airway device adult (Combitube, LMA, King, Cobra, etc.) • Needle Cricothyrotomy (Percutaneous Translaryngeal Ventilation) • CPAP and PEEP • Trauma adult physical assessment • Trauma endotracheal intubation adult • Pleural decompression (Needle Thoracostomy) • Spinal immobilization adult (supine patient) • Spinal immobilization adult (seated patient) • Joint splinting • Long bone splinting • Traction splinting • Hemorrhage control • Medical and cardiac physical assessment • Intravenous therapy • Intravenous bolus medication administration • Intravenous piggyback infusion • Intraosseous infusion • Intramuscular and subcutaneous medication administration • Intranasal medication administration • Inhaled medication administration • Glucometer • 12 -lead ECG • Synchronized cardioversion • Defibrillation (Unwitnessed arrest) • Transcutaneous pacing • Normal delivery with newborn care • Abnormal delivery with newborn care Any such letter agreements will be considered to be attachments to this Agreement, will be binding when signed by authorized representatives of each party, and may be modified by subsequent letter agreements signed by authorized representatives of each party. B. School and Company will jointly plan the clinical education program and jointly evaluate students. Exchange of information will be maintained by on-site visits when practical and by letter or telephone in other instances. C. School and Company will instruct their respective faculty, staff, and students participating in the clinical education program, to maintain confidentiality of student and patient information as required by law and by the policies and procedures of School and Company. D. There will be no payment of charges or fees between School and Company. E. There will be no discrimination against any program participant or applicant under this Agreement on the basis of race, color, creed, religion, national origin, age, sex, honorably discharge veteran or military status, sexual orientation, 2 marital status, genetic information, pregnancy, the presence of any sensory, mental or physical disability, or the use of a trained guide dog or service animal by a person with a disability. II. SCHOOL'S RESPONSIBILITIES A. School will provide information to Company concerning its curriculum and the professional and academic credentials of its faculty for the students at Company. School will designate an appropriately qualified and credentialed faculty member to coordinate and act as the Liaison with Company. School will be responsible for instruction and administration of the students' academic education program. School will notify Company in writing of any change or proposed change of its Liaison. School will have the final responsibility for grading students. B. School's faculty will meet with the Company clinical education Supervisor Preceptors, if any, at the beginning and end of the clinical education program to discuss and evaluate the clinical education program. These meetings will take place in person if practicable, otherwise by telephone conference. School is responsible for arranging and planning the meetings. C. School will provide the names and information pertaining to relevant education and training for all students enrolled in the clinical education program at least four weeks before the beginning date of the clinical education program. School is responsible for supplying any additional information required by Company as set forth in this Agreement, prior to the arrival of students. School will notify Company in writing of any change or proposed change in a student's status. D. School will obtain evidence of current immunizations against diphtheria, tetanus, poliomyelitis, measles (rubeola), mumps, rubella (or a positive rubella titer), and of hepatitis B immunity status, documented by a protective titer, for those students who will be in contact with patients/clients. For each student born after 1956, School will maintain on file records of positive titer or of post -1967 immunization for rubella and rubeola. At the time of immunization, students with no history of exposure to chickenpox will be advised to get an immune titer. School will require yearly PPD testing or follow-up as recommended if the students are PPD -positive or have had BCG. School will provide information to Company regarding student status concerning the above requirements. E. School will assign to Company only those students who have satisfactorily completed the prerequisite didactic portion of the curriculum and who have evidence of completion of a CPR course based on American Heart Association or American Red Cross guidelines and related to the age group(s) with whom they will be working. F. School shall ask each student who may be placed in Company to obtain his/her criminal history background record from the Washington State Patrol, pursuant 3 to RCW 43.43.834 and RCW 43.43.838, to release a copy of that record to the School, and to authorize the School to transmit that record or copy thereof to Company. Before the start of training, School will provide Company with the names of any students who have failed to provide the requested records, or who refuse to authorize the release of records to Company. The students will be informed that, whether or not they agree to obtain the record and agree to release it to School and Company, Company may conduct the background inquiry directly and the Company may refuse placement of a student who does not provide the requested records or who has a record of prior criminal conduct. Company understands and agrees that any information forwarded to it by School has been procured through this process. School does not certify the veracity of the records provided and, furthermore, the obligation to conduct appropriate background checks and the liability for non-compliance therewith remains the responsibility of Company. G. School will comply with and ensure to the extent possible that students comply with the policies and procedures established by Company. School will notify each student of his/her status and responsibilities pursuant to this Agreement. This includes notification to students of the need to procure the insurance coverage required by the Company as identified in section V. C. below prior to being admitted to the Company. H. School will encourage each student participating in the clinical education program to acquire comprehensive health and accident insurance that will provide continuous coverage of such student during his or her participation in the education program. School will inform students that they are responsible for their own health needs, health care costs, and health insurance coverage. III. COMPANY'S RESPONSIBILITIES A. Company will provide students with a desirable clinical education experience within the scope of health care services provided by Company. Company will designate in writing Preceptors, if any, to be responsible for the clinical education program, and will designate in writing one person as the clinical education Supervisor, who will maintain contact with the School -designated Liaison to assure mutual participation in and review of the clinical education program and student progress. Company will submit in writing to School the professional and academic credentials for the Preceptors and clinical education Supervisor. Company will notify School in writing of any change or proposed change of the Preceptors or clinical education Supervisor. B. Company will provide students with access to sources of information necessary for the education program, within Company's policies and procedures and commensurate with patients' rights, including library resources and reference materials. 4 C. Company will make available to students basic supplies and equipment necessary for care of patients/clients and the clinical education program. Within the limitation of facilities, Company will make available office and conference space for students and, if applicable, School faculty. D. Company will submit required reports on each student's performance and will provide an evaluation to School on forms provided by School. E. Company retains full responsibility for the care of patients/clients, and will not rely on the students' clinical training activities for staffing purposes. F. Company will have the right to take immediate temporary action to correct a situation where a student's actions endanger any person or property. As soon as possible thereafter, Company's clinical education Supervisor will notify School of the action taken. All final resolutions of the student's academic status in such situations will be made solely by School after reviewing the matter and considering whatever written factual information Company provides for School; however, Company reserves the right to terminate the use of its facilities by a particular student at any and all times, at its sole discretion, which shall be exercised reasonably. G. On any day when a student is participating in the clinical education program at its facilities, Company will provide or obtain for such student necessary emergency health care or first aid for accidents occurring in its facilities. The student will be responsible for the costs of any and all care. H. Except as provided in this Agreement, Company will have no obligation to furnish medical or surgical care to any student. IV. STUDENTS' STATUS AND RESPONSIBILITIES A. Students will have the status of learners and will not replace Company personnel. Any service rendered by students is incidental to the educational purpose of the clinical education program. B. Students are required to adhere to the standards, policies, and regulations of Company during their clinical education program. C. Students will wear appropriate attire and name tags, and will conform to the standards and practices established by School during their clinical education program at Company. D. Students assigned to Company will be and will remain students of School, and will in no sense be considered employees of Company. Company does not and will not assume any liability under any law relating to Worker's Compensation on account of any School student's performing, receiving training, or traveling pursuant to this 5 Agreement. Students will not be entitled to any monetary or other remuneration for services performed by them at Company, nor will Company otherwise have any monetary obligation or supervisory obligation other than educational, to School or its students by virtue of this Agreement. V. LIABILITY COVERAGE PROVISIONS A. Each party to this agreement will be responsible for the negligent acts or omissions of its own employees, officers, or agents in the performance of this Agreement. Neither party will be considered the agent of the other and neither party assumes any responsibility to the other party for the consequences of any act or omission of any person, firm, or corporation not a party to this Agreement B. School is covered by the State of Washington Self -Insurance Program and the Tort Claims Act (Chapter 4.92 RCW). Claims against School and its employees, officers, and agents in the performance of their duties under this Agreement will be paid from the tort claims liability account as provided in Chapter 4.92 RCW. C. In order to be accepted at the Company, students will be required to have medical malpractice and general liability coverage, whether through the student medical malpractice and general liability policies offered by the State of Washington, Office of Financial Management, Risk Management division, or otherwise, while a guest of Company. D. Company is self-insured. Through that coverage, Company provides liability coverage for its employees, officers, and agents in the performance of this Agreement, and further provides the means for defense and payment of claims that may arise against such individuals while acting within the scope of their employment. VI. TERM A. This Agreement is effective July 1, 2017 — June 30, 2020. School and Company will jointly plan student placement in advance of each year's beginning, taking into account the needs of the school for clinical placement, maximum number of students for whom Company can provide a desirable clinical education experience, and the needs of other disciplines or schools requesting clinical placements. B. This agreement may be canceled by written notice 60 days prior to termination; however, such termination shall not become effective for the students then enrolled in the clinical education program if such termination prevents completion of their requirements for completion of the clinical education program. 6 VII. PROVISIONS REGARDING BLOOD-BORNE PATHOGENS A. School certifies that it has trained each student it sends to Company in universal precautions and transmission of blood-borne pathogens, and that it will send to Company only students who have been trained in and have practiced using universal precautions. School has recommended the Hepatitis B (HBV) screening to all clinical education program students before assignment to Company. Students may waive the HBV series, but are required to have a TB screening and be up-to-date on all other immunizations. Company will provide personal protection equipment that is appropriate for the tasks assigned to School's students. B. In the event a student sustains a needle -stick injury or other substantial exposure to bodily fluids of another or other potentially infectious material while participating in the clinical education program at Company, Company agrees to provide the following services: • Being seen by Company's employee health service and/or emergency department as soon as possible after the injury. • Emergency medical care following the injury, by Company or closest available medical care; • Initiation of HBV, Hepatitis C (HCV) and HIV protocol; • HIV counseling and appropriate testing. The student will be responsible for the costs of any and all care, testing, counseling, and obtaining necessary follow-up care. C. The source patient's HBV, HCV and HIV status will be determined by Company in the usual manner to the extent possible. VIII. MISCELLANEOUS PROVISIONS A. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior oral or written agreements, commitments, or understandings concerning the matters provided for herein. B. Amendment. This Agreement may be modified only by a subsequent written Agreement executed by the parties. The provisions in this Agreement may not be modified by any attachment or letter agreement as described elsewhere in this Agreement. C. Order of Precedence. Any conflict or inconsistency in this Agreement and its attachments will be resolved by giving the documents precedence in the following order: 1. This Agreement; 7 2. Attachments to this Agreement in reverse chronological order. D. Governing Law and Attorney Fees. The parties' rights or obligations under this Agreement will be construed in accordance with, and any claim or dispute relating thereto will be governed by, the laws of the State of Washington. Jurisdiction and venue for any lawsuits shall be Kitsap County Superior Court. For all disputes, each party shall be responsible for all its own costs and fees. E. Notices. All notices, demands, requests, or other communications required to be given or sent by School or Company, will be in writing and will be mailed by first-class mail, postage prepaid, or transmitted by hand delivery or facsimile, addressed as follows: (a) To School: Tacoma Community College 6501 S. 19th St. Tacoma, WA 98466 (b) To Company: City of Bremerton Fire Department 911 Park Avenue Bremerton, WA 98337 Each party may designate a change of address by notice in writing. All notices, demands, requests, or communications that are not hand -delivered will be deemed received three (3) days after deposit in the U.S. mail, postage prepaid; or upon confirmation of successful facsimile transmission. F. Survival. School and Company expressly intend and agree that the liability coverage provisions of this Agreement will survive the termination of this Agreement for any reason. G. Severability. If any provision of this Agreement, or of any other agreement, document or writing pursuant to or in connection with this Agreement, shall be held to be wholly or partially invalid or unenforceable under applicable law, said provision will be ineffective to that extent only, without in any way affecting the remaining parts or provisions of said agreement. H. Waiver. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, will thereafter be construed as a waiver of 9 any subsequent breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. I. Inspection. Company will permit, on reasonable notice and request, the inspection of clinical and related facilities by agencies charged with responsibility for accreditation of School. J. HIPAA. School voluntarily provides students with training on the requirements of the Health Insurance Portability and Accountability Act (HIPAA). Company will provide additional training on Company's specific HIPAA policies and procedures. School will direct its students and faculty to comply with the policies and procedures of Company. No protected healthcare information (PHI) is anticipated to be exchanged between Company and School. Solely for the purpose of defining students' role in relation to the use and disclosure of Company's PHI, students acting pursuant to this Agreement are defined as members of Company's workforce. However, School's students and faculty shall not be considered to be employees of Company. Tacoma Community College By Krista Fox (date) Dean for Health, Business, and Professional Services Division By Tod Treat Ph.D. Executive Vice -President Office for Academic and Student Affairs City of Bremerton By Greg Wheeler, Mayor By David Schmitt, Fire Chief (date) (date) (date) 9 Attested To: By Shannon Corin, City Clerk Approved As To Form In (date) Roger Lubovich, City Attorney (date) 10 AGENDA BILL CITY OF BREMERTON CITY COUNCIL A3 SUBJECT: Intellectual Property License Study Session Date: February 28, 2018 Agreement with the City of Bellevue to COUNCIL MEETING Date: March 7, 2018 purchase "Praxis" Software for the Tax and Department: DCD License Division Presenter: Andrea L. Spencer Phone: (360) 473-5283 SUMMARY: In December of 2017 the City Council authorized the Administration to move forward with contracting with "FileLocal" (an organization which is comprised of many Washington Cities) which will assist the City in the implementation of State Law changes that require cities to have a state approved online portal for business licensing. This online portal must integrate with our local software that the City uses for our tax and licensing program. As the City began moving forward with implementation of FileLocal it has been determined that the tax and licensing software that the City currently uses is too old, and the software developer is unwilling to develop updates to the software so that it can integrate with the FileLocal platform. Due to this, the City has two choices: 1) Develop our own software, or 2) Purchase software that has integration functionality with FileLocal. The Administration determined that we did not have the internal capacity to develop new tax and license software within the IT department within the time frame available to launch FileLocal. In our research, the best tool to suit our needs and one that integrates well with FileLocal has been developed by the City of Bellevue; this software is called Praxis. Bellevue's product has been well tested, has been purchased by many Washington jurisdictions to administer their tax and licensing programs, and has proven functionality to integrate with FileLocal. ATTACHMENTS: Intellectual Property License Agreement with the City of Bellevue for the purchase of "Praxis," a tax and license software program. FISCAL IMPACTS (Include Budgeted Amount): The purchase of this software was not planned for in the 2018 budget for the Tax & Licensing program. The total cost for purchasing the software is $28,831, and the administration is also requesting a 2018 Budget Amendment to accommodate this purchase. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Intellectual Property License Agreement with the City of Bellevue and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented, and amend the DCD 2018 Expenditure Budget to include this purchase at $28,831. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (the "License") is hereby made and entered into this day of 20 by and between City of Bellevue, a municipal corporation ("Bellevue"), and the City of Bremerton, a municipal corporation ("the Licensee"), the two parties being collectively referred to as "the Parties" in this Agreement. RECITALS WHEREAS, Bellevue owns all right, title and interest in and has agreed to license the Content applications and other intellectual property assets set forth herein (hereinafter referred to as "Content"); and WHEREAS, Licensee desires to license Content from Bellevue; and NOW, THEREFORE, in consideration of, among other things, the payment by Licensee of the license fee, as identified in the attached SCHEDULE A, and in further consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT Effective as of the last date below the Parties agree to following: Bellevue delivers to Licensee the Content described in SCHEDULE A (including source code, object code, documentation, instructions and build files.) and content and data contained therein; 1.1 License Grant. Bellevue grants to Licensee a worldwide, non-sublicenseable, non- transferrable, perpetual, non-exclusive, royalty -free license (the "License"): (a) to use, reproduce, manipulate, or alter for its municipal purposes the Content, through methods owned and/or controlled by Licensee. Bellevue grants to Licensee all necessary reproduction rights to effectuate the intent of this Agreement; and/or (b) to use, copy, encode, store, archive, distribute, transmit, or render into a useable format the Content for its municipal purposes. (c) The Content is not sold, and Licensee receives no title to or ownership of the Content. 1.2 Unauthorized Copying/Manipulation/Sale. Licensee shall make reasonable efforts to place third parties on notice that any unauthorized copying is strictly prohibited. Licensee further acknowledges it shall not sell the Content or otherwise make a commercial profit from the Content. 1.3 Notification of Use. Licensee's intended -use Of the Content is to support the Licensee's business tax and business licensing program. Licensee shall notify Bellevue in writing of any additional or different uses of the Content uses of the Content intended to be implemented after execution of this Agreement at least 10 business days before such 2. Licensee will pay to Bellevue the License fee and taxes identified in the attached SCHEDULE A within 30 days of delivery of the Content. In the event the Licensee fails to fully pay Bellevue for the Content as stipulated by this Agreement, Licensee's License shall terminate immediately and Licensee shall discontinue any use of the Content for any purpose. Licensee shall pay all applicable sales, use, value added and similar taxes, as required by local, state, and/or federal law. 3. Bellevue represents and warrants as follows: (a) Bellevue has full authority to enter into this Agreement and to carry out its obligations under this Agreement and has obtained all rights, licenses and authorizations necessary to grant the rights, licenses and authorizations it has granted herein; (b) The transaction evidenced by this Agreement complies with all applicable laws; (c) Neither the execution of this Agreement nor the delivery of the Content violates any rights of any third Party; (d) Bellevue has not received notice of any claim that (i) the Content infringes the patent, copyright, trademark, trade secret, or other intellectual property rights of any third Party; (ii) that any third Party claims an interest in any of the Content inconsistent with Licensee's use thereof; or (iii) Bellevue is breach of any obligation to any third Party to the Content; (e) Except as specifically listed in SCHEDULE A, Licensee is not required to pay any amounts to any third Party in order to take possession of and use the Content. 4. By licensing the Content to Licensee, Bellevue DOES NOT disclaim its interest in or to the Content. Bellevue retains the right to assert any ownership or other proprietary interest therein, directly or indirectly. 5. This license of the Content to Licensee is non-exclusive and does not bestow exclusive rights to Licensee. Bellevue retains the right to continue to license the Content to other entities. Licensee, however, has the right to modify, reverse engineer or adapt the Content for its own municipal purposes in any lawful way it sees fit. Any such modification or adaptation becomes the exclusive product of Licensee. Bellevue will have no ownership interest in the software comprising the modifications or adaptations of the product. However, Licensee shall still be obligated to pay its license fee pursuant to this Agreement. 6. Any such modification or adaptation of the Content is at Licensee's own risk. Bellevue does not warrant that the Content will continue to function and Bellevue shall not be liable for any issues that arise as a result of such modification or adaptation. 7. EXCEPT FOR THE WARRANTIES AS PROVIDED ABOVE, THE CONTENT IS PROVIDED "AS IS" AND BELLEVUE HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND WITH RESPECT TO THE ASSIGNED IP, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8. LIMITATION OF LIABILITY -Other than what has been set forth in this Agreement, Bellevue shall not be liable for indirect, incidental, special or consequential damages, including loss of profits, revenue data or use, or the cost of cover incurred arising out of this Agreement even if it has been notified of the possibility of such damages. 9. INDEMNIFICATION Licensee shall protect, defend, indemnify and hold Bellevue's elected officials, officers, directors, agents and employees harmless from and against all claims, demands, damages, costs, actions and causes of actions, liabilities, fines, penalties, judgments, expenses and attorneys' fees, resulting from the injury or death of any person or the damage to or destruction of property, or the infringement of any patent, copyright, trademark or trade secret arising out of Licensee's acts or omissions related to this Agreement; or Licensee's violation of any law, ordinance or regulation, contract provision or term, or condition of regulatory authorization or permit; or Licensee's failure to perform any of the obligations, representations or warranties specified in this Agreement. As to Bellevue only, Licensee waives any immunity it may have under the state Industrial Insurance Act, RCW Title 51 or any other applicable worker's compensation statute. The Parties acknowledge that this waiver has been negotiated by them, and that the contract price reflects this negotiation. In recognition of Paragraph 7 above, Bellevue's obligation to protect, defend, indemnify and hold Licensee harmless from and against all claims, demands, damages, costs, actions and causes of actions, liabilities, fines, penalties, judgments, expenses and attorneys' fees, shall be limited to Bellevue's sole negligence as it relates to said warranties. By way of explanation and not expansion of said protection, with respect to the unaltered or unmodified Content only, Bellevue shall protect, defend, indemnify, and save harmless Licensee, its successors and permitted assigns together with its officers, directors, employees, and from and against any third party claim to the extent attributable to a violation of the intellectual property rights warranty set forth in this Agreement. If any applicable infringement claim is initiated, or in Bellevue's sole opinion is likely to be initiated or likely to be initiated, then Bellevue shall have the option, at its expense, to: a) in addition to any other requirements of this section, modify or replace all or the infringing part of the Content so that it is no longer infringing, provided that the Software functionality does not change in any material adverse respect; or b) procure for Licensee the right to continue using the infringing part of the Content. The specific indemnity contained in the preceding paragraph shall survive any termination of this Agreement. . In seeking indemnification under this agreement, the indemnified party shall promptly give written notice to the indemnifying party when it becomes aware of a threatened or actual claim or suit and upon receipt of such written notice, the indemnifying party will promptly assume and diligently conduct the entire defense of any suit or action, or the making of any claim as to which indemnity applies hereunder, including settlements and appeals, at the indemnifying party's sole cost and expense, and the indemnifying party, consistent with this Agreement, shall pay and discharge any and all settlement amounts, judgments, or decrees which may be rendered. The indemnified party will reasonably assist the indemnifying party (at no expense to the indemnified party) in the defense and/or settlement of such claim. Licensee shall consult with Bellevue in all stages of the dispute/litigation and before entering into any such settlement or compromise agreement. Without releasing any obligation, liability, or undertaking of the indemnifying party, the indemnified party insofar as its interests are affected, may, at its sole election, participate in any actions described hereunder using counsel of its own choosing at its own cost. Moreover, if Licensee modifies or alters the Content and a claim of infringement is initiated against Bellevue for the modified Content, Licensee shall be obligated to indemnify, protect, defend and hold harmless Bellevue in accordance with this section. 10. NOTICES. Any notices required or permitted to be given hereunder by either Party to the other shall be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally recognized overnight delivery Bellevue; or (4) by United States first class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to the Parties as follows (or to such other addresses as the Parties may request in writing by notice given pursuant to this section): 11. Notices shall be deemed received on the earliest of personal delivery, upon delivery by electronic facsimile with confirmation from the transmitting machine that the transmission was completed, twenty-four (24) hours following deposit with a bonded courier or overnight delivery Bellevue; or seventy-two (72) hours following deposit in the United States Mail as required herein. 12. In no event will either Party be liable for any consequential, incidental, special, indirect, exemplary or punitive damages or damages of loss profits, revenue or business, even if such Party has been notified other possibility of such damages. 13. This license shall be governed by, and construed in accordance with the laws of the State of Washington, County of King. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state courts located in King County, Washington. 14. Any dispute as to the rights pursuant to this Agreement shall be resolved first by submission to non-binding mediation conducted by a mutually agreed upon mediator. Each Party shall bear its own cost of mediation. Should the Parties fail to resolve the matter via mediation, either Party may pursue any remedy allowable under the law. 15. The Parties hereto expressly reserve the right to modify this agreement. No modification or amendment of the terms of this Agreement shall be effective unless in writing and signed by authorized representatives of the Parties. 16. 16. The Parties agree that this Agreement is the complete expression of the terms hereto, and supersedes all other prior and contemporaneous agreement, understanding, and commitments of the parties. Any oral representations or understandings not incorporated herein are excluded. 17. Termination: Licensee's license shall terminate upon Licensee's failure to remedy any violation of this Agreement after Bellevue gives Licensee written notice of said violation and Licensee fails to cure the violation within 30 calendar days of said notice. Termination is in addition to any and all other remedies Bellevue may have related to said violation(s). Agreed to and executed this Approved by City of Bellevue la CIO Sabra Schneider Approved as to form: Deputy City Attorney Nicholas Melissinos day of , 20 Approved by City of Bremerton A Mayor Greg Wheeler Approved as to form: City Attorney Schedule A Intellectual Property License Terms Content: Description and Functionality Software Development code for Praxis tax application. All documentation associated. License Schedule: City of Bremerton will pay Bellevue within 30 days of delivery the Content: Applications Amount PRAXIS $26,211 Tax 10% $2,621 Total: $28,831 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Funding Board Project Agreement with the State of Washington and the Recreation and Conservation Funding Board for Manette Park Renovation Project Study Session Date: February 28, 2018 COUNCIL MEETING Date: March 7. 2018 Department: Presenter: Phone: Parks and Recreation Jeff Elevado (360) 473-5428 SUMMARY: The attached Funding Board Project Grant Agreement will provide $750,000 to assist in the renovation of Manette Park. Improvements include ADA access, grading, new play area, landscaping, walking path, restrooms, benches, picnic shelter, field lighting upgrades and sport court improvements. Once all bids are received on the project, staff will come back to Council for approval of contracts and final budget adjustments. ATTACHMENTS: 1) Recreation and Conservation Office Funding Board Project Agreement; 2) Manette Park Renovation Plan FISCAL IMPACTS (Include Budgeted Amount): The total project estimate is $1,005,600 comprised of $500,000 RCO Local Parks, $250,000 RCO Youth Athletic Facilities Grants, $94,000 Cash Donation and $70,000 REET. The remaining balance of $91,600 will be from in-kind/force account labor in the form of design, project administration and staff labor. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Funding Board Project Agreement with the State of Washington and the Recreation and Conservation Funding Board for the Manette Park Renovation Project in the combined amount of $750,000.00; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 � WASHINGTON STATE Recreation and Conservation Office Project Sponsor: Qty of Bremerton Funding Board Project Agreement Project Number: 16-1312D Project Title: &anettePark Renovation Approval Date: 12/14/2016 A. PARTIES opTHE AGREEMENT This Funding Board Project Agreement (Agreement) isentered into between the State oYWashington by and through the Recreation and Conservation Funding Board (RCFB or funding board) and the Recreation and Conservation Office (RCO).PD. Box 40917, Olympia, Washington 98504-0917 and City of Bremerton (Sponsor, and primary Sponsor), 345 6th St Ste 600, Bremerton, WA 98337, and shall be binding on the agents and all persons acting by or through the parties, All Sponsors are equally and independently subject mall the conditions of this Agreement except those conditions that expressly apply only to the primary Sponsor. Per the Applicant submitted byall sponsors (and on file with the RCO).the identified Authorized have full authority to legally bind the Sponsor(s) regarding all matters related to the project, including but not limited to, full authority to: (1) sign an application to the funding board for grant assistance, (2) enter into this project agreement on behalf of the Sponsor(s) (including indemnification and waiver of sovereign immunity as provided therein), (3) enter any amendments thereto on behalf of the Sponsors, and (4) make any decisions and submissions required with respect to the project. Agreements and amendments must be signed by the Authorized Representative o[all sponsors. IfaSponsor wishes to change its Authorizedeepas identified on the original signed Applicant Resolution/Authorization, dmSponao has the obligation mprovide \vRC8inwriting anew Applicant Resolution/Authorization signed byits governing body. Unless anew Applicant Resolution/Authorization has been provided, RGO will be entitled to rely upon the fact that the current Authorized Representative/Agent has the authority to bind the Sponsor to the Agreement (including any amendments thereto) and decisions related to implementation of the Agreement. For the purposes ofthis Agreement, aswell asfor grant management purposes with RCO.only the primary Sponsor may act asafiscal agent to obtain reimbursements (see Section 11.PROJECT RE|MBURSEMENTS). B. PURPOSE cFAGREEMENT This Agreement sets out the terms and conditions by which mgrant ismade from the Outdoor Recreation Account and State Building Construction Account of the State of Washington. The grant is administered by the Recreation and Conservation Office (gCO)tuthe Sponsor for the project named above per the director's authority granted inRCVV 79A2o.O2u. C. DESCRIPTION OF PROJECT The City of Bremerton will use this grant mrenovate MunettePark. Improvements will include replacing the playground, restroom, picnic shelter, and sports court, and intalling new energy-efficient lighting for the playfleld. The City will also develop accessible walking paths throughout the site, construct ADA parking, and install new signage and landscaping. The primary recreational opportunity provided by this project is active play. D. PERIOD mFPERFORMANCE The period of performance begins on February 1, 2018 (project start date) and ends on December 31, 2019 (project end date). Nvallowable cost incurred before or after this period is eligible for reimbursement unless specifically provided for by written amendment or addendum to this Agreement or specifically provided for by WAC Titles 286, 420; or RCFB and/or SRFB policies published in RCO manuals as of the effective date of this agreement. The Sponsor must request extensions of the period of performance at least 60 days before the project end date. The Sponsor has obligations beyond this period of performance as described inSection PLong-Term Obligations. E. STANDARD TERMS AND CONDITIONS INCORPORATED The Standard Terms and Conditions ofthe Project Agreement are hereby incorporated byreference espart of this F. LONG-TERM OBLIGATIONS RCO 16-1312D Revision Date: 1/11/2018 Page 1 of 37 For this development and renovation project, the sponsor's on-going obligations shall be in perpetuity and shall survive the completion/termination of this Project Agreement unless otherwise identified in the Agreement or as approved by the funding board. It is the intent of the funding board's conversion policy (see Section 25: Long -Term Obligations Of The Project Sponsors) that all lands acquired and/or facilities and areas developed, renovated, or restored with funding assistance remain in the public domain in perpetuity. G. PROJECT FUNDING The total grant award provided by the funding board for this project shall not exceed $750,000.00. The funding board shall not pay any amount beyond that approved for grant funding of the project and within the funding board's percentage as identified below. The Sponsor shall be responsible for all total project costs that exceed this amount. The minimum matching share provided by the Sponsor shall be as indicated below: RCFB - WWRP - Local Parks RCFB - YAF - Renovation Project Sponsor Total Project Cost H. FEDERAL FUND INFORMATION Percentage DollarAmount Source of Funding 49.72% $500,000.00 State 24.86% $250,000.00 State 25.42% $255,600.00 11 !i'. 11 •!! 1i This Agreement is not a federal subaward. This Agreement is funded with a grant from the State of Washington. I. RIGHTS AND OBLIGATIONS INTERPRETED IN LIGHT OF RELATED DOCUMENTS All rights and obligations of the parties under this Agreement are further specified in and shall be interpreted in light of the Sponsor's application and the project summary and eligible scope activities under which the Agreement has been approved as well as documents produced in the course of administering the Agreement, including the eligible scope activities, the milestones report, progress reports, and the final report. Provided, to the extent that information contained in such documents is irreconcilably in conflict with this Agreement, it shall not be used to vary the terms of the Agreement, unless those terms are shown to be subject to an unintended error or omission. This "Agreement" as used here and elsewhere in this document, unless otherwise specifically stated, has the meaning set forth in the definitions of the Standard Terms and Conditions. J. AMENDMENTS TO AGREEMENT Except as provided herein, no amendment (including without limitation, deletions) of any of the terms or conditions of this Agreement will be effective unless provided in writing signed by all parties. Extensions of the period of performance and minor scope adjustments consented to in writing (including email) by the Sponsor need only be signed by RCO's director or designee, unless otherwise provided for in another agreement a Sponsor has with the RCO. This exception does not apply to a federal government Sponsor or a Sponsor that requests and enters into a formal amendment for extensions or minor scope adjustments. It is the responsibility of a Sponsor to ensure that any person who signs an amendment on its behalf is duly authorized to do so, and such signature shall be binding on the Sponsor if the representative/agent signing has been authorized to do so by Applicant Resolution/Authorization provided to the RCO and such Applicant Resolution/Authorization has not been withdrawn by the governing body in a subsequent resolution. Any amendment to this Agreement, unless otherwise expressly stated, shall be deemed to include all current federal, state, and local government laws and rules, and funding board policies applicable and active and published in RCO manuals or on the RCO Website in effect as of the effective date of the amendment, without limitation to the subject matter of the amendment. Provided, any update in law, rule, policy or a manual that is incorporated as a result of an amendment shall apply only prospectively and shall not require that an act previously done in compliance with existing requirements be redone. K. COMPLIANCE WITH APPLICABLE STATUTES, RULES, AND RCFB-SRFB POLICIES This agreement is governed by, and the Sponsor shall comply with, all applicable state and federal laws and regulations, including any applicable RCFB and/or SRFB policies published in RCO manuals or on the RCO Website as exist on the effective date of this Agreement and any amendments to this Agreement. Provided, any update in law, rule, policy or a manual that is incorporated as a result of an amendment shall apply only prospectively and shall not require that an act previously done in compliance with existing requirements be redone. L. SPECIAL CONDITIONS 1. Cultural Resources -Survey Required Section 8 of this agreement requires compliance with Executive Order 05-05 and/or Section 106 of the National Historic Preservation Act. RCO has completed the initial consultation for this project and a cultural resources survey is required. The Sponsor must submit to RCO the survey and receive from RCO a Notice to Proceed before any ground disturbing activities can begin. Construction started without a Notice to Proceed will be considered a breach of contract. In the event that archaeological or historic materials are discovered while conducting ground disturbing RCO 16-1312D Revision Date: 1/11/2018 Page 2 of 37 activities, work in the immediate vicinity must stop and the Sponsor must ensure compliance with the provisions found in Section 8 of this agreement. M. AGREEMENT CONTACTS The parties will provide all written communications and notices under this Agreement to the mail address or the email address listed below if not both: Prosect Contact RCO - RCFEI Name: Colette Berna Kim Sellers Title: Park Development Planner Natural Resources Building Address: 680 Lebo Blvd PO Box 40917 Bremerton, WA 98310 Olympia, Washington 98504-0917 Email: Colette.Berna@ci.bremerton.wa.us kim.sellers@rco.wa.gov , These addresses and contacts shall be effective until receipt by one party from the other of a written notice of any change. Decisions relating to the Agreement must be made by the Authorized Representative/Agent, who may or may not be the Project Contact for purposes of notices and communications. N. ENTIRE AGREEMENT This Agreement, with all amendments and attachments, constitutes the entire Agreement of the parties. No other understandings, oral or otherwise, regarding this Agreement shall exist or bind any of the parties, O. EFFECTIVE DATE This Agreement, for project 16-1312D, shall be subject to the written approval of the RCO's authorized representative and shall not be effective and binding until the date signed by both the Sponsor and the RCO, whichever is later (effective date). Reimbursements for eligible and allowable costs incurred within the period of performance identified in Section D: PERIOD OF PERFORMANCE are allowed only when this Agreement is fully executed and an original is received by RCO. The Sponsor has read, fully understands, and agrees to be bound by all terms and conditions as set forth in this Agreement and the STANDARD TERMS AND CONDITIONS OF THE PROJECT AGREEMENT. The signators listed below represent and warrant their authority to bind the parties to this Agreement. City of Bremerton By: Title: Date: State of Washington, Recreation Conservation Office On behalf of the Recreation and Conservation Funding Board (RCFB or funding board) By: Kaleen Cottingham Director Recreation and Conservation Office Prig -approved as to form: By: Assistant Attorney General Date: Date: October 6, 2017 RCO 16-1312D Revision Date: 1/1112018 Page 3 of 37 Table of Contents Funding Board Project Agreement Standard Terms and Conditions of the Project Agreement SECTION 1. CITATIONS, HEADINGS AND DEFINITIONS SECTION 2. PERFORMANCE BY THE SPONSOR SECTION 3. ASSIGNMENT SECTION 4. RESPONSIBILITY FOR PROJECT SECTION 5. INDEMNIFICATION SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR SECTION 7. CONFLICT OF INTEREST SECTION 8. COMPLIANCE WITH APPLICABLE LAW SECTION 9. RECORDS SECTION 10. PROJECT FUNDING SECTION 11. PROJECT REIMBURSEMENTS SECTION 12. ADVANCE PAYMENTS SECTION 13. RECOVERY OF PAYMENTS SECTION 14. COVENANT AGAINST CONTINGENT FEES SECTION 15. INCOME (AND FEES) AND USE OF INCOME SECTION 16. PROCUREMENT REQUIREMENTS SECTION 17. TREATMENT OF EQUIPMENT AND ASSETS SECTION 18. RIGHT OF INSPECTION SECTION 19. STEWARDSHIP AND MONITORING SECTION 20. PREFERENCES FOR RESIDENTS SECTION 21. ACKNOWLEDGMENT AND SIGNS SECTION 22. PROVISIONS FOR BOATING PROJECT GRANTS SECTION 23. PROVISIONS APPLYING TO DEVELOPMENT, MAINTENANCE, RENOVATION, AND RESTORATION PROJECTS SECTION 24. PROVISIONS APPLYING TO ACQUISITION PROJECTS SECTION 25. LONG-TERM OBLIGATIONS OF THE PROJECTS AND SPONSORS SECTION 26. CONSTRUCTION, OPERATION, USE AND MAINTENANCE OF ASSISTED PROJECTS SECTION 27. RECORDED NOTICE OF GRANT SECTION 28. PROVISIONS RELATED TO CORPORATE (INCLUDING NONPROFIT) SPONSORS SECTION 29. PROVISIONS FOR FEDERAL SUBAWARDS ONLY 21 22 23 24 RCQ 16-1312D Revision Date: 1111/2018 Page 4 of 37 SECTION 30. PROVISIONS FOR BOATING INFRASTRUCTURE GRANTS 27 SECTION 31. PROVISIONS FOR FIREARMS AND ARCHERY RANGE RECREATION 27 PROJECTS ONLY SECTION 32. PROVISIONS FOR LAND AND WATER CONSERVATION FUND PROJECTS 28 ONLY SECTION 33. PROVISIONS FOR FARM AND FOREST ACCOUNT PROJECTS (FARMLAND 28 AND FORESTLAND PRESERVATION PROJECTS ONLY) SECTION 34. PROVISIONS FOR SALMON RECOVERY FUNDING BOARD PROJECTS ONLY 28 SECTION 35. PROVISIONS FOR PUGET SOUND ACQUISITION AND RESTORATION 29 PROJECTS ONLY SECTION 36. ORDER OF PRECEDENCE 33 SECTION 37. LIMITATION OF AUTHORITY 33 SECTION 38. WAIVER OF DEFAULT 33 SECTION 39. APPLICATION REPRESENTATIONS — MISREPRESENTATIONS OR 33 INACCURACY OR BREACH SECTION 40. SPECIFIC PERFORMANCE 34 SECTION 41. TERMINATION AND SUSPENSION 34 SECTION 42. DISPUTE HEARING 35 SECTION 43. ATTORNEYS' FEES 36 SECTION 44. GOVERNING LAWIVENUE 36 SECTION 45. PROVISIONS APPLICABLE ONLY IF FEDERALLY RECOGNIZED INDIAN TRIBE 36 IS THE SPONSOR SECTION 46. SEVERABILITY 37 RCO 16-1312D Revision Date: 1/1112018 Page 5 of 37 WASHINGTON STATE Recreation and Conservation Office Project Sponsor: City ofBremerton Project Title: ManettePark Renovation SECTION 1. CITATIONS, HEADINGS AND DEFINITIONS Standard Terms and Conditions Project Number: 18'1312D Approval Date: 12/14/2016 A. Any citations referencing specific documents refer tothe current version onthe effective date ofthis Agreement or the effective date of any amendment thereto. B. Headings used in this Agreement are for reference purposes only and shall not be considered a substantive part of this Agreement. C. Definitions. As used throughout this Agreement, the following terms shall have the meaning set forth acquisition project —A project that purchases or receives a donation of fee or less than fee interests in real property. These interests include, but are not limited to, conservation easements,aoceoa/trai| easements, covenants, water rights, leases, and mineral rights. Agreement or project agreement—Thedmmmont entitled "Funding Board Project Agreement" accepted byall parties hothe present transaction, including without limitation these Standard Terms and Conditions of the Project Agreement, all attachments, addendums, and amendments, and any intergovernmental agreements or other documents that are incorporated into the Funding Board Project Agreement subject hoany limitations ontheir effect. mpp|icont—Anypadythatmoot the qualifying standards, including deadlines, for submission ofon application soliciting a grant of funds from the funding board. app|hcaton—Thedooument and other materials that anapplicant submits iothe RCOtosupport the applicant's request for grant funds; this includes materials required for the "Application" in the RCO's automated project information system, and other documents as noted on the application checklist including but not limited to legal opinions, maps, plans, evaluation presentations and scripts. AuthoMzedRep —ASponor'sagmnt (empluyee'political appointee, elected person, etc.) authorized to be the signatory of this Agreement and any amendmentsrequiring Sponsor signature. This person has the signature authority to bind the Sponsor to this Agreement, grant, and project, Boating Infrastructure Grant(BIG)—ApmgmmadministeredthmughUmUnitadStateaFishand Wildlife Service. C.F.Ri—Code ofFederal Regulations contractmr—Aoentity that receives acontract from aSponsor related to performance ofwork m another obligation under this Agreement. conversion —A conversion occurs 1) when facilities acquired, developed, renovated or restored within the project area are changed to a use other than that for which funds were approved, without obtaining prior written formal RCO or board approval, 2) when property interests are conveyed to a third party not otherwise eligible to receive grants in the program from which funding was approved without obtaining prior written formal RCO or board approval, or 3) when obligations to operate and maintain the funded property are not complied with after reasonable opportunity to cure. RCO 16-1312D Revision Date: 1/1112018 Page 6 of 37 development project ­ A project that results in the construction of, or work resulting in, new elements, including but not limited tostructures, facilities, and/or materials boenhance outdoor recreation resources. director—The chief executive officer ofthe Recreation and Conservation Office mthat person's education project — A project that provides information, education, and outreach programs for the benefit ofoutdoor reonaedionido. education and enforcement project —A project that provides information, education, and outreach programs; encourages responsible recreational behavior, and may provide law enforcement for the benefit of outdoor recreationists. `effemtivedate—Thedatewhen the signatures ofall parties to this agreement are present inthe enhancement project — 1) A project that brings a site back to its historic function as part of a natural ecosystem or that improves the ecological functionality of a site, or 2) a project that (i) supports hatchery reform to improve hatchery effectiveness to minimize impacts to wild fish populations, (ii) ensures compatibility between hatchery production and salmon recovery programs, or (iii) supports sustainable fisheries (WAC 420.04.81O). equipment — Tangible personal property (including information technology systems) having a useful service life of more than one year and a per-unit acquisition cost which equals or exceeds the lesser of the capitalization level established by the Sponsor or $5,000 (2 C.F.R. § 200.33 (2013)). fundhn0bmardurbomrd—Theboardthataudhorizadthefundoindhks&gremment'eithertho Recreation and Conservation Funding Board (RCFB) created under RCW 79A.25. 110, or the Salmon Recovery Funding Board (SRFB) created under RCVV77.85.110. grant program — The source of the grant funds received. May be an account in the state treasury, or a grant category within a larger grant program, or a federal source. indirect cost — Costs incurred for a common or joint purpose benefitting more than one cost objective, and not readily assignable to the cost objectives specifically benefitted, without effort disproportionate to the results achieved (2 C.F.R. § 200.56 (2013)). |un0~hnmm compliance period — The period of time after the project end date or end of the period of performance (depending on the project types and grant pmgram).During this period, the Sponsor has continuing obligations under the Agreement. This period may have a nonspecific end date (in perpetuity) or an expressly specified number of years. long-term obligations — Sponsor's obligations after the project end date, as specified in the Agreement and applicable regulations and policies. landowner agreement — An agreement that is required between a Sponsor and landowner for projects located on land not owned, or otherwise controlled, by the Sponsor. nmuntenanoe—AprojootthatmaintakmoxisUngoneaaandfao|itims through repairs and upkeep for the benefit ofoutdoor recreation orsalmon recovery, nnontenoncoandoperathxn—Aprojec that maintains and operates existing areas and facilities through repairs, upkeep, and routine services for the benefit of outdoor recreationists. mmatchornnatc±hngmhara—TheportionnfUhotota project cost provided bythe Sponsor. RCO 16-1312D Revision Date: 1/11/2018 Page 7 of 37 mi|estone—Aoimportantmmntwithadefinaddate totrack onactivity related to implementation of funded project and monitor significant stages ofproject accomplishment. monitoring project L Means aproject that tracks the effectiveness ufsalmon recovery restoration actions, or provides data on salmon populations or their habitat conditions. monitoring and research project — Means a project that tracks the effectiveness of salmon recovery nastoxaUonaotionu.orpnovideodatoonea|monpopu|ationoortheirhobitotoohdit1ona. Office — Means the Recreation and Conservation Office arRC[). notice nfgrant —Aarequired byRCO oranother authority, odocument that has been legally recorded in the county or counties where the project property is located that describes the grant funded project located on the property, the funding sources, and agencies responsible for awarding the grant. pass-through entity — A non -Federal entity that provides a subaward to a subrecipient to carry out part ofaFederal program (2C.F.R. §2O0.74(2O13)). Uthis Agreement k;afederal oubuwand.RCO iathe pass-through entity. period ofperformmnoe—The period beginning onthe project start date and ending unthe project end date. planning (RCFB projeotaonly)—Aprojev that results inone ormore ufthe following: astudy, a plan, construction plans and specifications, and permits to increase the availability of outdoor recreational resources. planning (SRFB projectsonly)—Aprojectdhat results inastudy, assessment, project design, or pre-agreementcost—Aproject cost incurred before the period of performance. primary Sponsor — The Sponsor who is not a secondary Sponsor and who is specifically identified in the Agreement as the entity to which RCO grants funds to and authorizes and requires to administer the grant. This administration includes but is not limited to acting as the fiscal agent for the grant (e.g. requesting and accepting reimbursements, submitting nepodo). Primary Sponsor includes its officers, employees, agents and successors. project —An undertaking that is, or may be, funded in whole or in part with funds 'administered by RCO on behalf of the funding board. project area, RCFB — A geographic area that delineates a grant assisted site which is subject to project agreement requirements (WAC 286.04.010). project area,SRFB—lheareamonsistentwith the geographic limits of the scope of work of the project and subject tnproject agreement requirements. Forneatonsbonpuojecte.thepnojectaneamuat include the physical limits of the project's final site plans or final design plans. For acquisition projects, the project area must include the area described bythe legal description ofthe properties acquired for orcommitted tothe project (WAC 420.84.010). project cost — The total allowable costs incurred under this Agreement and all required match share and voluntary committed matching share, including third -party contributions [2 C.F.R. §200.83 project end date — The specific date identified in the Agreement on which the period of performance RCO 16-1312D Revision Date: 1/11/2018 Page 8 of 37 project start date—Theapecificdateidertifiedinthe Agreement on which the period of performance research project — Means a project that studies salmon and the effectiveness of recovery restoration efforts on the population or habitat condition. RCO — Recreation and Conservation Office — The state office that provides administrative support to the Recreation and Conservation Funding Board and Salmon Recovery Funding Board. RCO includes the director and staff, created by RCW 79A.25. 110 and 79A.25.150 and charged with administering this Agreement byRCVV77.85.11Uand 7QA.2524O. reimbursement —RCO'spaymnndoffundefnmeligible and allowable costs that have already been paid bythe Sponsor per the terms ofthe Agreement. renovation project — A project intended to improve an existing site or structure in order to increase its useful service life beyond current expectations or functions. This does not include maintenance activities to maintain the facility for its originally expected useful oen/ioo life. restoration project — A project that brings a site back to its historic function as part of a natural ecosystem urimproving the ecological functionality ofasite. restoration and enhancement project — A project that brings a site back to its historic function as part of a natural ecosystem or that improves the ecological functionality of a site or a larger ecosystem which improvement may include benefiting fish stocks, RCF13—Recreation and Conservation Funding Board RCW—RevinedCodeofVVauhington Recreational Trails Program (RTP) —A Federal Highways Administration grant program. secondary Sponsor — One of two or more Sponsors who is not a primary Sponsor. Only the primary Sponsor may bethe fiscal agent for the project. Sponsor — A Sponsor is an organization that is listed in and has signed this Agreement. Sponsor Authorized —ASponsor's agent (employee.political appointee, elected person, etc.) authorized to be the signatory of this Agreement and any amendmentsrequiring a Sponsor signature. This person has the signature authority to bind the Sponsor to this Agreement, grant, and project. SRF13—Salmon Recovery Funding Board subaward — Funds allocated to the RCO from another organization, for which RCO makes available to or assigns to another organization via this Agreement. Also, a subaward may be an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of any award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a federal or other program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract. Also see 2 C.F.R. § 20U2 (2013). For federal subawards, a subaward is for the purpose of carrying out a portion of a Federal award and creates a federal assistance relationship with the subrecipient (2 C.F.R. § 200.330 (2013)). If this Agreement is a federal subaward, the subaward amount is the grant program amount inSection G:Project Funding. RCO 16-1312D Revision Date: 1/1112018 Page 9 of 37 subrecipient — Subrecipient means an entity that receives a subaward. For non-federal entities receiving federal funds, a subrecipient is an entity that receives a subaward from a pass-through entity to carry out part of a federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other federal awards directly from a federal awarding agency (2C.F�F(. § 200.93 (2013)). |fthis Agreement isefederal eubawonj.the Sponsor ia theuubnecipient. msofu|menvice|ife—periodduringwhichanaoeeturpnopmrtyis expected tobeuseable for the purpose it was acquired, developed, renovated, and/or restored per this Agreement. VVAC—VVaahingLonAdministnsUveCode. SECTION 2. PERFORMANCE BY THE SPONSOR The Sponsor shall undertake the project as described in this Agreement, and in accordance with the Sponsor's proposed goals and objectives described in the application or documents submitted with the application, all as finally approved by the funding board. All submitted documents are incorporated by this reference aoiffully set forth herein. Timely completion of the project and submission of required documents, including progress and final reports, imimportant. Failure tomeet critical milestones orcomplete the project, aoset out inthis Agreement, isa material breach of the Agreement. SECTION 3. ASSIGNMENT Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by the Sponsor without prior written consent of the RCO. SECTION 4. RESPONSIBILITY FOR PROJECT While the funding board undertakes to assist the Sponsor with the project byproviding agrant pursuant to this Agreement, the project itself remains the sole responsibility of the Sponsor. The funding board undertakes no responsibilities to the Sponsor, or to any third party, other than as is expressly set out in this Agreement. The responsibility for the implementation of the project is solely that of the Sponsor, as is the responsibility for any claim or suit of any nature by any third party related in any way to the project. When a project is Sponsored by more than one entity, any and all Sponsors are equally responsible for the project and all post -completion stewardship responsibilities and |unA'tenn obligations unless otherwise stated in this Agreement. The RCO has no responsibility for reviewing, approving, overseeing or supervising design or construction of the project and leaves such review, approval, oversight and supervision exclusively to the Sponsor and others with expertise or authority. In this respect, the RCO will act only to confirm at a general, lay, and nontechnical level, solely for the purpose ofcompliance and payment and not for safety orsuitability, that the project has apparently been completed anper the Agreement. SECTION 5. INDEMNIFICATION The Sponsor shall defend, indemnify, and hold the State and its officers and employees harmless from all claims, demands, orsuits edlaw orequity arising inwhole orinpart from the actual oralleged acts, errors, omissions or negligence in connection with this Agreement (including without limitation all work or activities thereunder), or the breach of any obligation under this Agreement by the Sponsor or the Sponsor's agents, employees, contractors, subcontractors, or vendors, of any tier, or any other persons for whom the Sponsor may be legally liable. Provided that nothing herein shall require a Sponsor todefend urindemnify the State against and hold harmless the State from claims, demands or suits based solely upon the negligence of the State, its RCO 16-1312D Revision Date: 1/11/2018 Page 10 of 37 Provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the Sponsor or the Sponsor's agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for whom the Sponsor is legally liable, and (b) the State its employees and agents for whom it is vicariously liable, the indemnity obligation shall be valid and enforceable only to the extent of the Sponsor's negligence or the negligence of the Sponsor's agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for whom the Sponsor may be legally liable. This provision shall be included in any agreement between Sponsor and any contractors, subcontractor and vendor, of any tier. The Sponsor shall also defend, indemnify, and hold the State and its officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the Sponsor or the Sponsor's agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for whom the Sponsor may be legally liable, in performance of the work under this Agreement or arising out of any use in connection with the Agreement of methods, processes, designs, information or other items furnished or communicated to the State, its agents, officers and employees pursuant to the Agreement. Provided, this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from the State's, its agents', officers' and employees' failure to comply with specific written instructions regarding use provided to the State, its agents, officers and employees by the Sponsor, its agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for whom the Sponsor may be legally liable. As part of its obligations provided above, the Sponsor specifically assumes potential liability for actions brought by the Sponsor's own employees or its agents against the State and, solely for the purpose of this indemnification and defense, the Sponsor specifically waives any immunity under the state industrial insurance law, RCW Title 51. The funding board and RCO are included within the term State, as are all other agencies, departments, boards, councils, committees, divisions, bureaus, offices, societies, or other entities of state government. SECTION 6. INDEPENDENT CAPACITY OF THE SPONSOR The Sponsor and its employees or agents performing under this Agreement are not officers, employees or agents of the funding board or RCO. The Sponsor will not hold itself out as nor claim to be an officer, employee or agent of RCO, a funding board or of the state of Washington, nor will the Sponsor make any claim of right, privilege or benefit which would accrue to an employee under RCW 41.06 or Section 30B. The Sponsor is responsible for withholding and/or paying employment taxes, insurance, or deductions of any kind required by federal, state, and/or local laws. OWGWUGT• - a 1 - Notwithstanding any determination by the Executive Ethics Board or other tribunal, RCO may, in its sole discretion, by written notice to the Sponsor terminate this Agreement if it is found after due notice and examination by RCO that there is a violation of the Ethics in Public Service Act, RCW 42.52; or any similar statute involving the Sponsor in the procurement of, or performance under, this Agreement. In the event this Agreement is terminated as provided herein, RCO shall be entitled to pursue the same remedies against the Sponsor as it could pursue in the event of a breach of the Agreement by the Sponsor. The rights and remedies of RCO provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement. SECTION 8. COMPLIANCE WITH APPLICABLE LAW RCO 16-1312D Revision Date: 1/11/2018 Page 11 of 37 In implementing the Agreement, the Sponsor shall comply with all applicable federal, state, and local laws (including without limitation all applicable ordinances, codes, rules, and regulations). Such compliance includes, without any limitation as to other applicable laws, the following laws: A. Nondiscrimination Laws. The Sponsor shall comply with all applicable federal, state, and local nondiscrimination laws and/or policies, including but not limited to: the Americans with Disabilities Act; Civil Rights Act; and the Age Discrimination Act. In the event of the Sponsor's noncompliance or refusal to comply with any nondiscrimination law or policy, the Agreement may be rescinded, cancelled, or terminated in whole or in part, and the Sponsor may be declared ineligible for further grant awards from the funding board. The Sponsor is responsible for any and all costs or liability arising from the Sponsor's failure tnaocomply with applicable law. BL Secular Use ofFunds. Nufunds awarded under this grant may keused to pay for any religious activities, worship, or instruction, or for lands and facilities for religious activities, worship, or instruction. Religious activities, worship, or instruction may be a minor use of the grant supported recreation and conservation land orfacility. C. Wages and Job Safety. The Sponsor agrees to comply with all applicable laws, regulations, and policies of the United States and the State of Washington or other jurisdiction which affect wages and job safety. The Sponsor agrees when state prevailing wage |avva (RCVV3A.12) are app|ioab|e, to comply with such laws, to pay the prevailing rate of wage to all workers, laborers, or mechanics employed in the performance of any part of this contract, and to file a statement of intent to pay prevailing wage with the Washington State Department of Labor and Industries as required by RCW 39.12.040. The Sponsor also agrees to comply with the provisions of the rules and regulations of the Washington State Department ofLabor and Industries. i- Exception, Service Organizations ofTrail and Environmental Pnjeota(RCW` ��35.130)'Ifallowed by state and federal law and rules, participants inconservation corps programs offered by a nonprofit organization affiliated with a national service organization established under the authority ofthe national and community service trust act of1903.P.L. 103-82, are exempt from provisions related to rates of compensation while performing environmental and trail maintenance work provided: (1) The nonprofit organization must be registered as a nonprofit corporation pursuant to RCW 24.03; (2) The nonprofit organization's management and administrative headquarters must be located in Washington; (3) Participants in the program must spend at least fifteen percent of their time in the program on education and training activities; and (4) Participants in the program must receive astipend or living mUovvanoo as authorized by federal or state law. Participants are exempt from provisions related to rates of compensation only for environmental and trail maintenance work conducted pursuant tothe conservation corps program. D. Archaeological and Cultural Resources. RCOfacilitates the review ofapplicable projects for potential impacts toarchaeological sites and state cultural resources. The Sponsor must assist RCD in compliance with Governor's Executive Order 05-05 or the National Historic Preservation Act before and after initiating ground -disturbing activity or construction, repair, installation, rehabilitation, renovation, ormaintenance work un lands, natural r000uroao' or structures. The funding board requires documented compliance with Executive Order 05-05 or Section 106 of the National Historic Preservation Act, whichever is applicable to the project. If a federal agency declines to consult, the Sponsor shall comply with the requirements of Executive Order 05-05. In the event that archaeological orhistoric materials are discovered during project activities, work inthe location of discovery and immediate vicinity must stop instantly, the area must be secured, and notification must be provided to the following: concerned Tribes'cultural staff and cultural committees, RCO, and the State Department ofArchaeology and Historic Preservation. If human remains are discovered during project activity, work in the location of discovery and immediate vicinity must stop instantly, the area must be secured, and notification provided to the concerned Tribe's cultural staff and cultural committee, RCO, State Department of Archaeology, the coroner and local law enforcement in the most expeditious manner possible according toRCVV88.50. RCO 16-1312D Revision Date: 1111/2018 Page 12 of 37 E. Restrictions on Grant Use. No part of any funds provided under this grant shall be used, other than for normal and recognized executive -legislative relationships, for publicity or propaganda purposes, or for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television, or video presentation designed to support or defeat legislation pending before the U.S. Congress or any state legislature. No part of any funds provided under this grant shall be used to pay the salary or expenses of any Sponsor, or agent acting for such Sponsor, related to any activity designed to influence legislation or appropriations pending before the U.S. Congress or any state legislature. F. Debarment and Certification. By signing the Agreement with RCO, the Sponsor certifies that neither it nor its principals nor any other lower tier participant are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by Washington State Labor and Industries, Further, the Sponsor agrees not to enter into any arrangements or contracts related to this Agreement with any party that is on Washington State Department ofLabor and Industries' "Debarred Contractor Liot." SECTION 9. RECORDS A. Digital Records. If requested by RCO, the Sponsor must provide a digital file(s) of the project property and funded project site in a format specified by the RCO. BL Maintenance. The Sponsor shall maintain books, records, documents, data and other evidence relating to this Agreement 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 Agreement. Sponsor shall retain such records for a period of six years from the date RCO deems the project complete, as defined in Section 11: PROJECT REIMBURSEMENTS. 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 resolved. C. Access toRecords and Data. Adnoadditional cost, the records relating tothe Agreement, including materials generated under the Agreement, shall be subject at all reasonable times to inspection, review or audit by RCO, personnel duly authorized by RCO, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. This includes access to all information that supports the costs submitted for payment under the grant and all findings, conclusions, and recommendations of the Sponsor's reports, including computer models and methodology for those models. D. Public Records. Sponsor amknowedgeothatthmfundingboard issubject toRCW42.56and that this Agreement and any records Sponsor submits orhas submitted to the State shall beapublic record as defined in RCW 42.56. RCO administers public records requests per WAC 286-06 and 420-04. Additionally, incompliance with RCVV77.85.13O(8),Sponsor agrees todisclose any information in regards to expenditure of any funding received from the SRFB. By submitting any record to the State, Sponsor understands that the State may be requested to disclose or copy that record under the state public records law, currently codified at RCW 42.56. The Sponsor warrants that it possesses such legal rights as are necessary to permit the State to disclose and copy such document to respond to a request under state public records laws. The Sponsor hereby agrees to release the State from any claims arising out of allowing such review or copying pursuant to a public records act request, and to indemnify against any claims arising from allowing such review or copying and pay the reasonable cost ofstate's defense ofsuch claims. SECTION 10. PROJECT FUNDING RCO 16-1312D Revision Date: 1/11/2018 Page 13 of 37 A. Authority. This Agreement is funded through agrant award from the recreation and conservation funding board per WAC 286 and/or the salmon recovery funding board per WAC 420. The director of RCO enters into this Agreement per delegated authority in RCW 79A.25.020 and 77.85.120. B. Additional Amounts. The funding board shall not be obligated to pay any amount beyond the dollar amount as identified in this Agreement, unless an additional amount has been approved in advance by the funding board or director and incorporated by written amendment into this Agreement. C. Before the Agreement. Noexpenditure made, orobligation incurred, bythe Sponsor before the project start date shall be eligible for grant funds, in whole or in part, unless specifically provided for by funding board policy, such as a waiver of retroactivity or program specific eligible pre -Agreement costs. For reimbursements of such costs, this Agreement must be fully executed and an original received by RCO. The dollar amounts identified in this Agreement may be reduced as necessary to exclude any such expenditure from reimbursement. D. Requirements for Federal Subavvardm. costs before the federal award date in Section H: FEDERAL FUND INFORMATION are ineligible unless approved by the federal award E. After the Period of Performance. No expenditure made, or obligation incurred, following the period of performance shall be eligible, in whole or in part, for grant funds hereunder. In addition to any remedy the funding board may have under this Agreement, the grant amounts identified in this Agreement shall be reduced to exclude any such expenditure from participation. SECTION 11. PROJECT REIMBURSEMENTS A. Reimbursement Basis. This Agreement is administered on a reimbursement basis per WAC 286-13 and/or 420-12. Only the primary Sponsor may request reimbursement for eligible and allowable costs incurred during the period of performance. The primary Sponsor may only request reimbursement after (1) this Agreement has been fully executed and (2) the Sponsor has remitted payment to its vendors. RCO will authorize disbursement of project funds only on a reimbursable basis at the percentage aodefined in Section G: PROJECT FUNDING. Reimbursement shall not beapproved for any expenditure not incurred by the Sponsor or for a donation used as part of its matching share. RCO does not reimburse for donations. All reimbursement requests must include proper documentation ofexpenditures aerequired byRCO. B. Reimbursement Request Frequency. The primary Sponsor is required to submit a reimbursement request to RCO, at a minimum for each project at least once a year for reimbursable activities occurring between July 1 and June 30 or as identified in the milestones. Sponsors must refer to the most recently published/adopted RCO policies and procedures regarding reimbursement requirements. C. Compliance and Payment. The obligation of RCO to pay any amount(s) under this Agreement is expressly conditioned on strict compliance with the terms of this Agreement and other agreements between RCOand the Sponsor. D. Retainage Held Until Project Complete. RCOreserves the right towithhold disbursement ofthe total amount of the grant to the Sponsor until the project has been completed. Aproject ksconsidered "complete" when: 1. All approved orrequired activities outlined inthe Agreement are done; 2. On -aha signs are in place (if applicable); 3. Afinal project report issubmitted toand accepted byRCO; RCO 16-1312D Revision Date: 1/11/2018 Page 14 of 37 5. Afinal reimbursement request kasubmitted toRCO; 6. The completed project has been accepted byRC(}; 7. Final amendments have been processed; O. Fiscal transactions are complete, and Q. RCO has accepted a final boundary map, if requested by RCO, for which the Agreement terms will apply in the future. 10. Notice of Grant (if applicable) filed with the county lands records office and a stamped copy received by RCO E. Requirements for Federal Submxvordm: Match. The Sponsor's matching share must comply with 2 C.F.R. § 200.306 (2013). Any shared costs or matching funds and all contributions, including cash and third party in-kind contributions, can be accepted as part of the Sponsor's matching share when such contributions meet all ofthe following criteria: 1. Are verifiable from the non -Federal entity's (Sponaur'm)records; 2. Are not included oocontributions for any other Federal award; 3. Are necessary and reasonable for accomplishment of project or program objectives; 4. Are allowable under 2CF.R.Part 200, Subpart E--CootPrinciples (2013); 5. Are not paid bythe Federal Government under another Federal award, except where the Federal statute authorizing a program specifically provides that Federal funds made available for such program can be applied to matching or cost sharing requirements of other Federal programs; 8. Are provided for in the approved budget when required by the Federal awarding agency identified in Section H: FEDERAL FUND INFORMATION of this Agreement; and 7. Conform to other provisions of 2 C.F.R. Part 200, Subpart D—Post Federal Award Requirements (2013), as applicable. F Requirements for Federal Submxmmmds:Closeout. Per 2C.F.R§200.343(2013)'the non -Federal entity (Sponsor) must: i. Submit, no later than 90 calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of the Federal award. The Federal awarding agency or pass-through entity (RCO) may approve extensions when requested bythe Sponsor. 2. Liquidate all obligations incurred under the Federal award not later than 90 calendar days after the end date of the period of performance as specified in the terms and conditions of the Federal award. %. Refund any balances of unobligated cash that the Federal awarding agency or pass-through entity (RCO) paid in advance or paid and that are not authorized to be retained by the non -Federal entity (Sponsor) for use in other projects. See OMB Circular A-1 29 and see 2 C.F.R § 200.345 Collection of amounts due (2013), for requirements regarding unreturned amounts that become delinquent debts. RCO 16-1312D Revision Date: 1/1112018 Page 15 of 37 4~ Account for any real and personal property acquired with Federal funds or received from the Fedena|Governmentinacoordanoovvith2C.F.R§@2D831O|nnuranoaoovenagethnough 200.316 Property rust relationship and 200.329 Reporting on real property (2013). SECTION 12. ADVANCE PAYMENTS Advance payments of or in anticipation of goods or services are not allowed unless approved by the RCO director and are consistent with legal requirements and Manual 8: Reimbursements. See WAC 420-12. A. Recovery for Noncompliance. In the event that the Sponsor fails to expend funds under this Agreement in accordance with state and federal laws, and/or the provisions of the Agreement, or meet its percentage of the project total, RCO reserves the right to recover grant award funds in the amount equivalent bothe extent ofnoncompliance in addition to any other remedies available at law or in equity. B. Overpayment Payments. The Sponsor shall reimburse RCOfor any overpayment orerroneous payments made under the Agreement. Repayment by the Sponsor of such funds under this recovery provision shall occur within 30 days of demand by RCO. Interest shall accrue at the rate of twelve percent (12%)per annum from the time that payment becomes due and owing. C. Requirements for Federal Subawards. RCO, acting as a pass-through entity, may impose any of the remedies as authorized in 2 C.F�R §§ 200.207 Specific conditions and/or 200.338 Remedies for noncompliance (2013). SECTION 14. COVENANT AGAINST CONTINGENT FEES The Sponsor warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement on an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agents maintained by the Sponsor for the purpose of securing business. RCO shall have the right, in the event of breach of this clause by the Sponsor, to terminate this Agreement without liability or, in its discretion, to deduct from the Agreement grant amount or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fee. SECTION 15. INCOME (AND FEES) AND USE OF INCOME RCFBProjects. See WAC 288-13-11Ufor additional requirements for projects funded from the RCFB. A. Income. 1. Farm and Forest Account (Farmland and Forestland Preservation Grants). Excepted from this section is income generated and fees paid on/for properties which received funds from the Farm and Forest Account (RCW 79A. 15.130). 2. Firearms and Archery Range Recreation Projects. Excepted from this section are safety classes (firearm and/or hunter) for which afacility/range fee must not bacharged 0RCVV 3. Compatible source. The source ofany income generated inafunded project orproject area must be compatible with the funding source and the Agreement and any policies adopted by the RCFBorSRFB. RCO 16-1312D Revision Date: 1/11/2018 Page 16 of 37 B. Use ofIncome. Subject toany limitations contained inapplicable state orfederal law and applicable rules and policies, income or fees generated at a project work site (including entrance, utility corridor permit, cattle gnazng.timberhanxeatng.fanning.eto.)duhnQora8ertheraimbunaemontpahudoited inthe Agreement, must bmsed tooffset: 1. The Sponsor's matching resources; 2. The project's total cost; 3. The expense of operation, maintenance, stewardship, monitoring, and/or repair of the facility orprogram assisted bythe funding board grant; 4~ The expense of operation, maintenance, stewardship, monitoring, and/or repair of other similar units inthe Sponsor's system; 5- Capital expenses for similar acquisition and/or development and renovation; and/or G- Other purposes explicitly approved byFlCO C. Fees. User and/or other fees maybe charged inconnection with land acquired mfacilities developed, maintained, renovated, or restored with funding board grants if the fees are consistent with the: 1' Grant program laws, rules, policies, and funding board policies; 2 Value ofany aenioebAfurnished; 3. Value cfany opportunities furnished; and 4. Prevailing range of public fees in the state for the activity involved. O. Requirements for Federu|Gubavverdm Sponsors must also comply with 2C.F.R. §2OO.3O7 Program income (2Y)13). SECTION 16. PROCUREMENT REQUIREMENTS A. Procurement Requirements. If the Sponsor has, orisrequired tohave, aprocurement process that follows applicable state and/or federal law or procurement rules and principles, it must be followed, documented, and retained. If no such process exists the Sponsor must follow these minimum pvnoadunma: 1. Publish anotice tothe public requesting for the project; 2. Specify inthe notice the date for submittal ofbida/pvopooa|o; 3. Specify inthe notice the general procedure and criteria for selection; and 4- Sponsor must contract or hire from within its bid pool. If bids are unacceptable the process needs ioba repeated until m suitable bid is selected. 5. Comply with the same legal standards regarding unlawful discrimination based upon race, gender, ethnicity, sex, orsex-orientation that are applicable tnstate agencies inselecting o bidder orproposer. Alternatively, Sponsor may choose a bid from a bidding cooperative if authorized to do so. RCO 16-1312D Revision Dat6:1/11/2018 Page 17 of 37 This procedure creates nnrights for the benefit ufthird parties, including any proposers, and may not be enforced or subject to review of any kind or manner by any entity other than the RCO. Sponsors may be required to certify to the RCO that they have followed any applicable state and/or federal procedures or the above minimum procedure where state or federal procedures donot apply. B. Requirements for Federal Subavvards. 1. For all Federal subavvardaexcept RTP projects, non-Fedona|entitiea(Sponoors)muoikdlow2 C.F.R §§ 200.318 General procurement standards through 200.326 Contract Provisions (3013). 2. For RTP subawards, Sponsors follow such policies and procedures allowed by the State when procuring property and services under aFederal award (2Cf.Fl§1201.317(2O13)).State procurement policies are in subsection A of this section. SECTION17. TREATMENT OF EQUIPMENT AND ASSETS Equipment shall be used and managed only for the purpose of this Agreement, unless otherwise provided herein or in published funding board policies, or approved by RCO in writing. A. Discontinued Use. Equipment obtained under this Agreement shall remain in the possession of the Sponsor for the duration of the project, or RULES of applicable grant assisted program. When the Sponsor discontinues use of the equipment for the purpose for which it was funded, RCO may require the Sponsor to deliver the equipment to RCO, or to dispose of the equipment according to RCO published policies. BL Loss ocDamage. The Sponsor shall beresponsible for any loss urdamage toequipment. C. Requirements for Federal Subawards. Except in the RTP, procedures for managing equipment (including replacement equipment), whether acquired in whole or in part under a Federalaward or match for the award, until disposition takes place will, at a minimum, meet the following requirements Property records must be maintained that include adescription ofthe property, oserial number orother identification number, the source uffunding for the property (including the Federal Award Identification Number), who holds title, the acquisition date, and cost of the property, percentage of Federal participation in the project costs for the Federal award under which the property was acquired, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property. 2. Aphysical inventory of the property must be taken and the results reconciled with the property records atleast once every two years. 3. A control system must be developed to ensure adequate safeguards to prevent loss, damage, ortheft ofthe property. Any loss, damage, ortheft must heinvestigated. 4. Adequate maintenance procedures must be developed to keep the property in good condition. 6. If the non -Federal entity is authorized or required to sell the property, proper sales procedures must be established tuensure the highest possible return. D. Requirements for RTP Subavvardm. 1. The subrecipient (Sponsor) shall follow such policies and procedures prescribed by and allowed by the State, as well as federal law and federal rules issued by the Federal Highways Administration and 2CFR 2O8. RCO10'1312D Revision Date: 1/11/2O18 Page 1unror 2. Sponsor may be required to pay prevailing wage rates as required by the Davis Bacon Act as SECTION 18. RIGHT OF INSPECTION The Sponsor shall provide right ofaccess tothe project toRCO. urany ofits officers, ortuany other authorized agent cvofficial ofthe state ofWashington orthe federal government, aLall reasonable times, in order to monitor and evaluate performance, long-term obligations, compliance, and/or quality assurance under this Agreement, If a landowner agreement or other form of control and tenure as described in Section 23.C: Control and Tenure has been executed, it will further stipulate and define the funding board and RCO's right to inspect and access lands acquired or developed with funding board assistance. Sponsor agrees to perform monitoring and stewardship functions as stated in funding board policy, this Agreement, or as otherwise directed by RCO consistent with existing policies. Sponsor further agrees to utilize, where applicable and financially feasible, any monitoring protocols recommended by the funding board. SECTION 20. PREFERENCES FOR RESIDENTS Sponsors shall not express a preference for users of grant assisted projects on the basis of residence (including preferential reservation, membership, and/or permit systems) except that reasonable differences in admission and other fees may be maintained on the basis of residence. Fees for nonresidents must not exceed twice the fee imposed on residents. Where there is no fee for residents but a fee is charged to nonresidents, the nonresident fee shall not exceed the amount that would be imposed on residents at comparable state or local public facilities. SECTION 21. ACKNOWLEDGMENT AND SIGNS ' A. Publications. The Sponsor shall include language which acknowledges the funding contribution of the applicable grant program to this project in any release or other publication developed or modified for, or referring to, the project during the project period and in the future. B. Signs. 1. During the period of performance through the period of long-term obligation, the Sponsor shall post openly visible signs or other appropriate media at entrances and other locations on the project area that acknowledge the applicable grant program's funding contribution, unless exempted infunding board policy orwaived bythe director; and 2. During the period of long-term obligation, the Sponsor shall post openly visible signs or other appropriate media at entrances and other locations to notify the public of the availability of the site for reasonable public access. C. Ceremonies. The Sponsor shall notify RCO nolater than two weeks before a dedication ceremony for this project. The Sponsor shall verbally acknowledge the applicable grant program's funding contribution at all dedication ceremonies. Q. Federally Funded Projects. When issuing statements, press releases, requests for proposals, bid solicitations, and other documents describing aproject funded in wholeorinpart with federal money provided for in this grant, Sponsors shall clearly state: 1. The fund source; 2. The percentage of the total costs of the project that is financed with federal money; RCO 16-1312D Revision Date: 1/11/2018 Page 19 of 37 3. The dollar amount of federal funds for the project; and 4. The percentage and dollar amount ofthe total costs ofthe project that ksfinanced by nongovernmental sources. SECTION 22. PROVISIONS FOR BOATING PROJECT GRANTS Krequested byRCO.orrequired per state orfederal law orrule with respect toany project orproject element that supports recreational boating, Sponsor shall manage the project or project element per federal rules to include 2 C.F.R. Part 200, and place a United States Coast Guard (or other federal agency) logo and funding program information at the project site. SECTION 23. PROVISIONS APPLYING TQDEVELOPMENT, MAINTENANCE, RENOVATION, AND RESTORATION PROJECTS The following provisions shall be in force only if the project described in this Agreement is for construction of land or facilities in a development, maintenance, renovation or restoration project: A. Operations and Maintenance. Properties, structures, and facilities developed, maintained, or operated with the assistance of money granted by the board and within the project area shall be built, opons&*d, and maintained according toapplicable regulations, |avvs, building codes, and health and public safety standards to assure a reasonably safe condition and to prevent premature deterioration (WAC 286.13.130). It is the Sponsor's sole responsibility to ensure the same are operated and maintained in a safe and operable condition. The RCO does not conduct safety inspections or employ ortrain staff for that purpose. B. Document Review and Approval. Prior to commencing construction or finalizing the design, the Sponsor agrees to submit one copy of all construction and restoration plans and specifications to RCO for review solely for compliance with the scope of work to be identified in the Agnemnoent.RCO does not review for, and disclaims any responsibility to review for safety, suitability, engineering, compliance with code, orany matters other than the scope aoidentified. Although FlC0staff may provide tentative guidance to a Sponsor on matters related to site accessibility by persons with a disability, it is the Sponsor's responsibility to confirm that all legal requirements for accessibility are met even ifthe RC[)guidance would not meet such requirements. 1- Change orders that impact the amount of funding or changes to the scope of the project as described to and approved by the funding board or RCO must receive prior written approvalof the board or RCO. C. Control and Tenure. The Sponsor must provide documentation that shows appropriate tenure (such as landowner agreement, long-term lease, easement, or fee simple ownership) for the land proposed for construction. The documentation must meet current RCO requirements identified in the appropriate grant program policy manual as of the effective date of this Agreement and determines the long-term compliance period unless otherwise approved bythe board. D. Nondiscrimination. Except where a nondiscrimination clause required by a federal funding agency is used, the Sponsor shall insert the following nondiscrimination clause in each contract for construction of this project: "During the performance of this contract, the contractor agrees tocomply with all federal and state RCO 16-1312D Revision Date: 1/11/2018 Page 20 of 37 E. Use of Best Management Practices. Sponsors are encouraged to use best management practices including those developed as part of the Washington State Aquatic Habitat Guidelines (AHG) Program. AHG documents include "Integrated Streambank Protection Guidelines", 2002; "Land Use Planning for Salmon, Steelhead and Trout: A land use planner's guide to salmonid habitat protection and recovery", 2009", "Protecting Nearshore Habitat and Functions in Puget Sound", 2010; "Stream Habitat Restoration Guidelines", 2812; "Water Crossing Design Guidelines", 3013; and "Marine Shoreline Design 8uido|inee^`2U14.These documents, along with new and updated guidance documents, and other information are available on the AHG Web site. Sponsors are also encouraged to use best management practices developed by the Washington Invasive Species Council (N|SC) described in "Reducing Accidental Introductions of Invasive Species" which is available on the WISC Web site. SECTION 24. PROVISIONS APPLYING TO ACQUISITION PROJECTS The following provisions shall be in force only if the project described in this Agreement is an acquisition project (including projects with any acquisition component): A. Evidence of Land Value. Before disbursement of funds by RCO as provided under this Agreement, the Sponsor agrees to supply documentation acceptable to RCO that the cost of the property rights acquired has been established according to funding board policy. B. Evidence of Title. The Sponsor agrees to provide documentation that shows the type of ownership interest for the property that has been acquired. This shall be done before any payment of financial assistance. C. Legal Description of Real Property Rights Acquired. The legal description of the real property rights purchased with funding assistance provided through this Agreement (and protected by a recorded conveyance ufrights hothe State ofWashington) shall bodelivered tuRCObefore final payment. D. Conveyance of Rights to the State of Washington. When real property rights (both fee simple and lesser interests) are acquired, the Sponsor agrees to execute an appropriate document conveying certain rights and responsibilities to RCO, on behalf of the State of Washington. These documents include a Deed of Right, Assignment of Rights, Easements and/or Leases as described below. The Sponsor agrees to use document language provided by RCO, to record the executed document in the County where the real property lies, and to provide a copy of the recorded document to RCO. The document required will vary depending on the funding board project type, the real property rights being acquired and whether ornot those rights are being acquired in perpetuity. 1. Deed of Right. The Deed of Right conveys to the people of the state of Washington the right to preserve, protect, access, and/or use the property for public purposes consistent with the funding source and project agreement. See WAC 28Gor428.Sponsors shall use this document when acquiring real property rights that include the underlying land. This document may also be applicable for those easements where the Sponsor has acquired a perpetual easement for public purposes. 2. Assignment of Rights. The Assignment of Rights document transfers certain rights toRCO and the state such as public access, access for compliance, and enforcement. Sponsors shall use this document when an easement or lease is being acquired under this Agreement. The Assignment of Rights requires the signature of the underlying landowner and must be incorporated byreference inthe easement document. 3. Easements an i d Leases. The Sponsor may incorporate required language from the Deed of Right orAssignment ofRights directly into the easement orlease document, thereby eliminating the requirement for a separate document. Language will depend on the situation; Sponsor must obtain RCO approval on the draft language prior to executing the easement or |eueo. RCO 16-1312D Revision Date: 1/11/2018 Page 21 of 37 E. Real Property Acquisition and Relocation Assistance. 1. Federal Acquisition Policies. When federal funds are part of this Agreement, the Sponsor agrees to comply with the terms and conditions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of1A78.84Stat. 1804(1070)-Pub|icLaw Q1-646'ao amended, and applicable regulations and procedures of the federal agency implementing that 2' State Acquisition Policies. When state funds are part of this Agreement, the Sponsor agrees to comply with the terms and conditions of the Uniform Relocation Assistance and Real Property Acquisition Policy of the State of Washington, Chapter 8.26 RCW, and Chapter 468-100 WAC. 3' Housing and Relocation. |nthe event that housing and relocation costs, aurmquiredby federal law set out in subsection (1) above and/or state law set out in subsection (2) above, are involved in the execution of this project, the Sponsor agrees to provide any housing and relocation aaaiatonma required. F. Buildings and Structures. In general, grant funds are to be used for outdoor recreation, oonsan/mtion, or salmon recovery. Sponsors agree to remove or demolish ineligible structures. Sponsor must consult with RCO regarding treatment of such structures and compliance with Section &DArcheological and Cultural Resources. G. Hazardous Substances. 1. Certification. The Sponsor shall inspect, investigate, and conduct an environmentalaudit of the proposed acquisition site for the presence of hazardous substances, as defined in RCW 70.105D.020(13), and certify: a. Nohazardous substances were found onthe site, or b. Any hazardous substances found have been treated and/or disposed of in compliance with applicable state and federal laws, and the site deemed "clean." 3- Responsibility. Nothing in this provision alters the Sponsor's duties and liabilities regarding hazardous substances aaset forth inRCVVT8.105D. Hold Harmless. The Sponsor will defend, protect and hold harmless the State and any and all ofits employees and/or agents, fnomandogainotanyando|||iabi|ity,cost(indudinObutnot limited to all costs of defense and attorneys'fees) and any and all loss of any nature from any and all claims or suits resulting from the presence of, or the release or threatened release of, hazardous substances on the property the Sponsor is acquiring, except to the extent, if any, that the State, its officers and agents caused or contributed to the release. The funding board and RCO are included within the term State, as are all other agencies, departments, boards, oounoi!e, oommideeo, diviuione, buveaua, uOioen' societies, orother entities of state government. H. Requirements for Federal Subawards. The non-federal entity (Sponsor) must submit reports at least annually on the status of real property inwhich the federal government retains an interest, unless the federal interest inthe rao| property extends 15years orlonger. In those instances where the federal interest attached is for a period of 15 years or more, the federal awarding agency or the pass-through entity (RCO), at its option, may require the Sponsor to report at various multi-year frequencies (e.g., every two years or every three years, not to exceed a five-year reporting period; or a federal awarding agency or RCO may require annual reporting for the first three years of a federal award and thereafter require reporting every five years) (2C.F.R§200.320(2Oi3)). SECTION 25. LONG-TERM OBLIGATIONS OF THE PROJECTS AND SPONSORS RCO 16-1312D Revision Date: 1111/2018 Page 22 of 37 A. Long -Term Obligations ofRCFBProjects. Sponsor shall comply with WAC 286-13-160'170'and 180. B. Long -Term Obligations mfSRFB Projects. Sponsor shall comply with WAC 42O. C. Porpetuity. For acquisition, development, and restoration projects, or a combination thereof, unless otherwise ,d|ovvod by policy, program ru|oe, or this Agreement, or approved in writing by RCO or the funding board, RCO requires that the project area continue to function as intended after the period of performance inperpetuity. D. Conversion. The Sponsor shall not at any time convert any real property (including any interest therein) or facility acquired, developed, renovated, and/or restored pursuant to this Agreement, unless provided for in applicable statutes, /u|oe, and policies. Conversion indudee, but is not limited to, putting such property to uses other than those purposes for which funds were approved or transferring such property to another entity without prior approval via a written amendment to the Agreement. Also see WAC Title 286 or 420 and applicable policies. All real property or facilities aoquired, deve|oped, renovated, and/or restored with funding assistance ohoU remain in the same ownership and in public use/access status in perpetuity unless otherwise expressly provided in the Agreement or applicable policy or unless a transfer or change in use is approved by the funding board through an amendment, Failure to comply with these obligations is a conversion. Further, if the project is subject to operation and or maintenance obligations, the failure to comply with such obligations, without cure after a reasonable period as determined by the RCO, is a conversion. Determination of whether a conversion has occurred shall be based upon this Agreement, applicable law and RCFB/SFlFBpn|ioieo. ' For acquisition projects that are expressly term limited in the Agreement, such as one involving a lease ora term -limited restoration, renovation or development project or easement, the restriction on conversion shall apply only for the length of the term, unless otherwise provided in this Agreement, by funding board policy, other RCO approved written documents, or required by applicable state or federal law. When a conversion has been determined to have occurred, the Sponsor is required to remedy the conversion per established funding board policies, and the board or RCO may pursue such remedies as are allowed by law and board policies, and/or this Agreement. SECTION 26. CONSTRUCTION, OPERATION, USE AND MAINTENANCE {3F ASSISTED PROJECTS The following provisions shall be in force only if the project described in this Agreement is an acquisition, development, maintenance, renovation, orrestoration project: ' A. Property and facility operation and maintenance. Sponsor must ensure that properties or facilities assisted with funding board funds, including undeveloped sites, are built, operated, used, and 1. According to applicable federal, state, and local laws and regulations, including public health standards and building codes; 2. |nureasonably safe condition for the project's intended use; 3. Throughout its estimated useful service life souab)prevent undue deterioration; 4. In compliance with all federal and state nondiscrimination laws, regulations and policies. B. Open to the public. Unless otherwise specifically provided for in the Agreement of funding board po|kjea' and in compliance with applicable statutes, rules, and funding board po|ioieo, facilities must beopen and accessible tothe general public, and must: RCO 16-1312D Revision Date: 1/11/2018 Page 23 of 37 Be constructed, maintained, and operated to meet or exceed the minimum requirements of the most current guidelines orrules, local orstate codes, Uniform Federal Accessibility Standards, guidelines, or rules, including but not limited to: the International Building Code, the Americans with Disabilities Act, and the Architectural Barriers Act, as amended and updated. 2' Appear attractive and inviting to the public except for brief installation, construction, or maintenance periods. 3' Be available for appropriate use by the general public at reasonable hours and times of the year, according to the type of area or facility, unless otherwise stated in RCO manuals, by a decision of the board, or by RCO in writing. Sponsor shall notify the public of the availability for use by posting and updating that information on its website and by maintaining at entrances and/or other locations openly visible signs with such information. SECTION 27. RECORDED NOTICE 0FGRANT At the request of RCO, Sponsor shall record a notice of grant on the property and shall submit to the RCO a recorded and registry stamped copy of such notice. The purpose of the notice of grant is to ensure that the present and future use of the facility is and shall remain subject to the terms and conditions described in this Agreement. The notice of grant shall be in a format specified by RCO. SECTION 28. PROVISIONS RELATED TQCORPORATE (INCLUDING NONPROFIT) SPONSORS A corporate Sponsor, including any nonprofit Sponsor, shall: A. Maintain corporate status with the state, including registering with the Washington Secretary of State' soffice, throughout the Sponsor's obligation tothe project oaidentified inthe Agreement. B. Notify RCO before corporate dissolution at any time during the period of performance or long-term obligations. Within 30 days of dissolution the Sponsor shall name a qualified successor that will agree in writing to assume any on-going project responsibilities, and transfer all property and assetsto the successor. A qualified successor is any party eligible to apply for funds in the subject grant program and capable of complying with the terms and conditions of this Agreement. RCO will process an amendment transferring the Sponsor's obligation to the qualified successor if requirements are met. C. Maintain sites or facilities open to the public and may not limit access to members. SECTION 29. PROVISIONS FOR FEDERAL SUBAVVARD8ONLY The following provisions shall be in force only if the project described in this Agreement is funded with a federal subaward as identified in Section H: FEDERAL FUND Information: A. Sub -Recipient (Smust comply with the cost principles of2C.F.R. Part 200 Subpart E (2013). Unless otherwise indicated, the cost principles apply to the use of funds provided under this Agreement to include match and any in-kind matching donations. The applicability of the cost principles depends onthe type oforganization incurring the costs. B. Binding Official. Per 2 CFR 200.415, Sponsor certifies through its actions or those of authorized staff, atthe time ofarequest for reimbursement, the following: "To the best ofmyknowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. |umaware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims orotherwise. (U.S.Code Title 18'Section 1O01 and Title 31,Sections 372Q'373Uand 3801'3812).^ RCO 16-1312D Revision Date: 1/11/2018 Page 24 of 37 C. Equal Employment Opportunity. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. §8U-13 must include the equal opportunity clause provided under 41 C.F.R.§ 6O'14(b).inaccordance with Executive Order 11246'Equal Employment Opportunity (30Fed. Reg. 1231Q.12035.3C.F.Fl.Part, 1964-1965 Comp., p. 339). as amended byExecutive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2C.F.R.Part 200.Appendix ||` paragraph C. Federally Assisted Construction Cwntn*oL The regulation at 41 C.F.R. § 60-1.3 defines a "federally assisted construction contract" as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, loan, insurance, or guarantee under which the applicant itself participates in the construction work. 2. Construction Work. The regulation ot41C.F.R. §GO-1.3defines "construction work" oathe construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental tothe actual construction. D. Davis -Bacon Act, emamended (4U0.S.C-3141'314O).When required byfederal program legislation, all prime construction contracts inexcess of$2.000awarded bynon-federal entities /Sponoora\must include aprovision for compliance with the Davis- Bacon Act (40U.S.C.3141'3148) assupplemented byDepartment ufLabor regulations (20C.F.H. § 5."Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity (Sponsor) must place a copy of the current prevailing wage determination issued by the Department of Labor in each, solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity (Sponsor) must report all suspected or reported violations to the federal awarding agency identified in Section H: Federal Fund Information. The contracts must also include a provision for compliance with the Copeland "Anti- Kickback"Act (40 U. S. C. 3145), as supplemented by Department of Labor regulations (29 C.F.R Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United 8tatee^).The Act provides that each contractor ursubrecipient(Sponsor) must be prohibited from induuing, byany means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled, The non -Federal entity (Sponsor) must report all suspected or reported violations to the Federal awarding agency identified in Section H: Federal Fund Information. RCO 16-1312D Revision Date: 1/11/2018 Page 25 of 37 E. Contract Work Hours and Safety Standards Act (40U�.C.I701-3708).Where applicable, all contracts awarded bythe non-federal entity (Sponeor) inexcess of$1UD.00Othat involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. F Rights to Inventions Made Under a Contract or Agreement. If the Federal award meetsthe definition of "funding agreement" under 37 C.F.R § 401.2(a) and the recipient or subrecipient (Sponsor) wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient (Sponsor) must comply with the requirements of 37 C.F.R Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued bythe awarding agency. G. Clean Air Act (42U.SLC.74O1-7671qjand the Federal Water Pollution Control Act (33U.S.C. 1261-1387),ouAmended. Contracts and aubgrantsofamounts inexcess of$15O.DOOmust contain a provision that requires the non -Federal ovvand to agree to comply with all applicable standards, orders or regulations issued pursuant (othe Clean Air Act (42 U.S.C. 7401-7871q) and the Federal VVmbyr Pollution Control Act aeamended (33U.S.C.1251-1387).Violations must bereported tothe Federal awarding agency identified in Section H: Federal Fund Information and the Regional Office of the Environmental Protection Agency (EPA). H. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). By signing this Agreement, the Sponsor certifies (per the certification requirements of31 U3.Cjthat none ofthe funds that the Sponsor has (directly or indirectly) received or will receive for this project from the United States or any agency thereof, have been used or shall be used to engage in the lobbying of the Federal Government or in litigation against the United States. Such lobbying includes any influence or attempt to influence an officer or employee ufany agency, a Member ofCongress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this project. Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contraot, grant orany other award covered by 31 U.S,C. 1352. Each tier must also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. RCO 16-1312D Revision Date: 1/11/2018 Page 26 of 37 Procurement of Recovered Materials. Anon-federal entity (Sponsor) that isestate agency or agency ofapolitical subdivision of a state and its contractors must comply with section 6002 of the Solid VVoete Diepneu| Act, as amended by the Roouunca Conservation and Recovery Act, The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R part 247 that contain the highest percentage of recovered motoha|a pnsoticab|e, consistent with maintaining a satisfactory level of competition, vvhmna the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement ufrecovered materials identified inthe EPA guidelines. J. Required Insurance. The non-federal entity (Sponsor) must, at a minimum, provide the equivalent insurance coverage for real property and equipment acquired or improved with federal funds as provided hoproperty owned bythe non-federal entity. Federally -owned property need not beinsured unless required by the terms and conditions of the Federal award (2 C.F.R § 200.310 (2013)). K. Debarment and Suspension (Executive Orders 12549 and 12689). The Sponsor must not award a contract tuparties listed onthe government -wide exclusions inthe System for Award Management (SAM), in accordance with the Office of Management and Budget (OMB) guidelines at 2 C.F.R §180 that implement Executive Orders 1254A(3C.F.Rpart 1888 Comp.. p. 189) and 126R0(3C.F.Rpart 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory orregulatory authority other than Executive Order 1254A. L. Conflict of Interest. Sponsor agrees to abide by the conflict of interest policy and requirements of the federal funding agency established pursuant to 2 C.F.R 200. SECTION 30. PROVISIONS FOR BOATING INFRASTRUCTURE GRANTS A. Use ofSport Fish Restoration Logo. Per 5OCFR 88Sec 75and 76.the user ofthe logo must indemnify and defend the United States and hold it harmless from any claims, suits, losses, and damages from; any allegedly unauthorized use of any patent, process, idea, method, or device by the user in connection with its use of the logo, or any other alleged action of the user; and any claims, suits, losses, and damages arising from alleged defects in the articles or services associated with the logo. No one may use any part of the logo in any other manner unless the United States Fish and Wildlife Service's Assistant Director for Wildlife and Sport Fish Restoration or Regional Director approves inwriting. SECTION 31. PROVISIONS FOR FIREARMS AND ARCHERY RANGE RECREATION PROJECTS ONLY The following provisions shall beinforce only ifthe project described inthis Agreement ipfunded from the Firearms and Archery Range Recreation Account. A. Liability Insurance. The Sponsor of a firearms or archery range recreation project shall procure an endorsement, or other addition, to liability insurance it carries, or shall procure a new policy of liability insurance, in a total coverage amount the Sponsor deems adequate to ensure it will have resources to pay successful claims of people who may be killed or injured, or suffer damage to property, while present at the range facility to which this grant is related, or by reason of being in the vicinity of that facility; provided that the coverage shall be at least one million dollars ($1,000,000) for the death of, or injury to, each person. EL Insurance Endorsement. The liability insurance policy, including any endorsement or addition, shall name Washington State, the funding board, and RCO as additional insured and shall be in a form RCO 16-1312D Revision Date: 1/1112018 Page 27 of 37 C. Length ofInsurance. The policy, endorsement orother addition, orasimilar liability insurance policy meeting the requirements ofthis section, shall bekept inforce throughout the Sponsor's obligation to the project as identified in this Agreement in Section F. LONG-TERM OBLIGATIONS. D. Notice of Cancellation. The policy, as modified by any endorsement or other addition, shall provide that the issuing company shall give written notice to RCO hot less than thirty (30) calendar days in advance of any cancellation of the policy by the insurer, and within ten (10) calendar days following any termination ofthe policy bythe Sponsor. E. Government Agencies. The requirement of Subsection A through D above shall not apply if the Sponsor is a federal, state, or municipal government which has established a program of self-insurance or a policy of self-insurance with respect to claims arising from its facilities or activities generally, including such facilities as firearms or archery ranges, when the applicant declares and describes that program or policy as a part of its application to the funding board. Sole Duty ofthe Sponsor. Bythis requirement, the funding board and RC0does not assume any duty to any individual person with respect to death, injury, or damage to property which that person may suffer while present at, or in the vicinity of, the facility to which this grant relates. Any such person, or any other person making claims based on such death, injury, or damage, must look to the Sponsor, orothers, for any and all remedies that may boavailable bylaw. SECTION 32. PROVISIONS FOR LAND AND WATER CONSERVATION FUND PROJECTS ONLY If the project has been approved by the National Park Service, US Department of the Interior, for funding assistance from the federal Land and Water Conservation Fund (LVVCF).the "Project Agreement General Provisions" of the LWCF are made part of this Agreement and incorporated herein. The Sponsor shall abide by these LWCF General Provisions, in addition to this Agreement, as they now exist or are hereafter amended. Further, the Sponsor agrees to provide RCO with reports or documents needed to meet the requirements ofthe LVVCFGeneral Provisions. SECTION 33. PROVISIONS FOR FARM AND FOREST ACCOUNT PROJECTS (FARMLAND AND FORESTLAND PRESERVATION PROJECTS ONLY) The following sections will not apply to Farmland and Forestland Preservation Projectsifcovered separately in a recorded RCO approved Agricultural Conservation Easement, or Forest Conservation Easement (or other A. Section 15 - Income and Income Uae� . B. Section 1Q - Stewardship and Monitoring; C. Section 21 - Acknowledgement and Signs; D. Section 24—Provisions Applying ToAcquisition Projects, Sub-aeotionuD'F.ond8; E. Section 25C-Perpetuity;and F. Section 26—Construction, Operation, Use and Maintenance ofAssisted Projects. SECTION 34. PROVISIONS FOR SALMON RECOVERY FUNDING BOARD PROJECTS ONLY For habitat restoration projects funded in part or whole with federal funds administered by the SRFB the Sponsor shall not commence with clearing of riparian trees or in -water work unless either the Sponsor has complied with 5OC.F.R�@221203(b)(8)(2OOO).limit 8oruntil anEndangered Species Act consultation io finalized in writing by the National Oceanic and Atmospheric Administration. Violation of this requirement may be grounds for terminating this Agreement. This section shall not be the basis for any enforcement responsibility byHCO. RGO 16-1312D Revision Date: 1/11/2018 Page 28 of 37 SECTION 35. PROVISIONS FOR PUGETSOOND ACQUISITION AND RESTORATION PROJECTS ONLY The following provisions shall be in force only if the project described in this Agreement is funded in part or wholly from the Puget Sound Acquisition and Restoration program. The Sponsor agrees hathe following terms and conditions: A. Cost Principles/indirect Costs For State Agencies. GRANT RECIPIENT agrees to comply with the cost principles of 2 CFR 200 Subpart E as appropriate to the award. In addition to the US Environmental Protection Agency's General Terms and Conditions "Indirect Cost Rate Agreements," if the recipient does not have a previously established indirect cost rate, it agrees to prepare and submit its indirect cost rate proposal inaccordance with 2CFR 2U0Appendix VII. B. Credit and Acknowledgement. |naddition toSection 21:Acknowledgement and Signs, materials produced must display both the Environmental Protection Agency (EPA) and Puget Sound Partnership (PSP) logos and the following credit line: "This project has been funded wholly or in part by the United States Environmental Protection Agency. The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency, nor does mention of trade names or commercial products constitute endorsement or recommendation for use. " This requirement is for the life of the product, whether during or after the Agreement period of performance. C. Hotel Motel Fire Safety Act. Sponsor agrees toensure that all conference, meeting, convention, or training space funded inwhole orpart with federal funds, complies with the federal Hotel and Motel Fire Safety Act (PIL 101 -391, as amended). Sponsors may search the Hotel -Motel National Master List @ hftp://Wwnx.usfa.dha.Qov/app|ivations/hotm| to see if property is in compliance ortofind other information about the Act. D. Drug Free Workplace Certification. Sub -recipient (Sponaor) shall make anongoing, good faith effort tomaintain adrug-free workplace pursuant tothe specific requirements set forth in2C.F.R.Part 1536 Subpart B. Additionally, in accordance with these regulations, the recipient organization shall identify all known workplaces under its federal awards, and keep this information on file during the performance of the award. Sponsors who are individuals must comply with the drug-free provisions set forth in 2 C.F.R. Part 1536 Subpart C. The consequences for violating this condition are detailed under 2C.F.R.Part 1536Subpart E. E. Management Fees. Management fees or similar charges in excess of the direct costsand approved indirect rates are not allowable. The term "management fees or similar charges" refers to the expenses added to direct costs in order to accumulate and reserve funds for ongoing business expenses, unforeseen liabilities or for other similar costs that are not allowable. Management fees or similar charges may not be used to improve or expand the project funded under this Agreement, except for the extent authorized as a direct cost of carrying out the scope of work. F. Trafficking in Persons and Trafficking Victim Protection Act of 2000 (TVPA). This provision applies only to a sub -recipient (Sponsor), and all sub-awardees of sub -recipient (Sponsor), if any. Sub -recipient (Sponsor) shall include the following statement in all sub -awards made to any private entity under this Agreement. "You as the sub -recipient, your employees, sub-awardees under this award, and sub-awardees' employees may not engage in severe forms of trafficking in persons during the period of time that the award is in effect; procure a commercial sex act during the period of time that the award is in effect; or use forced labor in the performance of the award or sub -awards under this /4manj." The sub -recipient (Spmnaor,and all aub-avvondoosufsub-recipient (Sponaohmust inform RCO immediately of any information you receive from any source alleging a violation of this prohibition RCO 16-1312D Revision Date: 1/11/2018 Page 29 of 37 The federal agency funding this Agreement may unilaterally terminate, without penalty, the funding award if this prohibition is violated, Section 106 ofthe Trafficking Victims Protection Act nf2000. as amended. G. Lobbying. The chief executive officer ofthis recipient agency (8pomsor)shall ensure that nogrant funds awarded under this Agreement are used toengage inlobbying ufthe Federal Government orin litigation against the United States, unless authorized under existing law. The recipient (Sponsor) shall abide byits respective Cost Principles (OMB Circulars A-21.A-O7.and A-122).which generally prohibits the use offederal grant funds for litigation against the United States, orfor lobbying or other political activities. The Sponsor agrees to comply with 40 C.F.R. Part 34, New Restrictions on Lobbying. Sponsor shall include the language of this provision in award documents for all sub -awards exceeding $100,000, and require that sub-awardees submit certification and disclosure forms accordingly. In accordance with the Byrd Anti -Lobbying Amendment, any Sponsor who makes a prohibited expenditure under 40 C.F.R. Part 34 or fails to file the required certification or lobbying forms shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each expenditure. All contracts awarded by Sponsor shall contain, when applicable, the anti -lobbying provisions as stipulated in the Appendix at 40 C.F.R. Part 30. Pursuant to Section 18 of the Lobbying Disclosure Act, Sponsor affirms that it is not amm-pmfit organization described in Section 501 (c)(4) of the Internal Revenue Code of 1986; or that it is a non-profit organization described in Section 501 (c)(4) of the code but does not and will not engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. H. Reimbursement Limitation. If the Sponsor expends more than the amount of RCO funding in this Agreement in anticipation of receiving additional funds from the RCO, it does so at its own risk. RCO ianot legally obligated boreimburse the Sponsor for costs incurred inexcess ofthe RCOapproved budget. Disadvantaged Business Enterprise Requirements. The Sponsor agrees bzcomply with the requirements ofEFYYa Utilization of Small, Minority and Women's Business Enterprises in procurements made under this award. J. Minority and Women's Business Participation. Sponsor agrees to solicit and recruit, to the maximum extent possible, certified minority owned (MBE) and women owned (WBE) businesses in purchases and contracts initiated after the effective date ofthis Agreement. These goals are expressed auapercentage ofthe total dollars available for purchase oragreement and are as follows: Purchased Goods 896MBE 496VVBE Purchased Services 10%MBE 4%VVBE Professional Services 1096 MBE 4% VV8E Meeting these goals is voluntary and no agreement award or rejection shall be made based on achievement or non -achievement of the goals. Achievement of the goals is encouraged, however, and Sponsor and ALL prospective bidders or people submitting qualifications shall take the following affirmative steps in any procurement initiated after the effective date of this Agreement: t Include qualified minority and women's businesses on solicitation lists. 2. Assure that qualified minority and women's business are solicited whenever they are potential sources ofservices orsupplies. RCO 16-1312D Revision Date: 1/11/2018 Page 30 of 37 3. Divide the total requirements, when economically feasible, into smaller tasks or quantities, to permit maximum participation by qualified minority and women's businesses. 4[ Establish delivery schedules, where work requirements permit, which will encourage participation of qualified minority and women's businesses. 5. Use the services and assistance of the State Office of Minority and Women's Business Enterprises (OMWBE) and the Office of Minority Business Enterprises of the U.S. Department of Commerce, as appropriate. K. IVIBEANBIE Reporting. In accordance with the deviation from 40 C.F.R. §33.502, signed November 8, 2013, DBE reporting is limited to annual reports and only required for assistance agreements where one or more the following conditions are met: 1' There are any funds budgeted in the contractual/services, equipment or construction lines of the award; 2. $3.000ormore ksincluded for supplies; ur l There are funds budgeted for subawards or loans in which the expected budget(s) meet the conditions as When completing the form, recipients (Sponsors) should disregard the quarterly and semi-annual boxes in the reporting period Section I B of the form. For annual submissions, the reports are due by October 30th of each year or 90 days after the end of the project period, whichever comes first. The reporting requirement is based on planned procurements. Recipients (Swith funds budgeted for non -supply procurement and/or $3,000 or more in supplies are required to report annually whether the planned procurements take place during the reporting period or not. If no procurements take place during the reporting period, the recipient should check the box in Section 5B when completing the form. MBE8NBEreports should bosent tnthe DBE Coordinator intheSponooharegk)n.Contact infonnoUonoanbefounda1http://\wvmmepa.gov/oub e.htm.The000ndinatomolso can answer any questions. Final MBBANBEreports must besubmitted within 90days after the project period of the grant ends. To be in compliance with regulations, the Sponsor must submit a final MBEAA1BE report. Non-compliance may impact future competitive grant proposals. The current EPA Form 5700-52A can be found at the EPA Office of Small Business Program's Home Page at hftp://wmw.epa.gov/oobp/dbe_neporting.htm. L Procurement involving anEPA Financial Assistance Agreement. Pursuant to4OC.F.Fi§33.301. the Sponsor agrees to make the following six good faith efforts whenever procuring construction, equipment, services and supplies under an EPA financial assistance agreement, and to require that sub -recipients (Sponsors), and prime contractors also comply. Records documenting compliance with the six good faith efforts shall beretained: 1. Ensure Disadvantaged Business Enterprise (DBEs)are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. For Indian Tribal, State and Local and Government Sponsors, this will include placing DBEs on RCO 16-1312D Revision Date: 1/11/2018 Page 31 of 37 2. Make information on forthcoming opportunities available to DBEs and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by DBEs in the competitive process. This includes, whenever possible, posting solicitations for bids or proposals for a minimum of 30 calendar days before the bid or proposal closing date. 3. Consider inthe contracting process whether firms competing for large contracts could subcontract with DBEs. For Indian Tribal, State and local Government Sponsors, this will include dividing total requirements when economically feasible into smaller tasks or quantities tnpermit maximum participation byDBEs inthe competitive process. 4. Encourage contracting with a consortium of DBEs when an agreement is too large for one of these firms to handle individually. 5. Use the services and assistance of the Small Business Administration (SBA) and the Minority Business Development of the Department of Commerce. G. If the Sponsor awards subcontracts, require the Sponsor to take the steps inparagraphs (a) through (e) of this section, M. Lobbying & Litigation. By signing this Agreement, the Sponsor certifies that none of the funds received from this Agreement shall be used to engage in the lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. The chief executive officer of this Sponsor agency shall ensure that no grant funds awarded under this Agreement are used to engage in lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. The Sponsor shall abide by its respective Attachment in 2 C.F.R. Part 200, which prohibits the use of federal grant funds for litigation against the United States orfor lobbying orother political activities. For aubevverdoexceeding $10O'O0O' EPA requires the following certification and disclosure forms: 1- Certification Regarding Lobbying, EPA Form 66D0 -0G: http://\wvmmepo.gov/ugd/AppKh/funn/Lobbying_eoo.pdf 2. Disclosure ofLobbying Activities, SFLLL: Kit/form6flUin_soo.pdf 3. Legal expenses required in the administration of Federal programs are allowable. Legal expenses for prosecution of claims against the Federal Government are unallowable. N. Payment to Consultants. EPA participation in the salary rate (excluding overhead) paid to individual consultants retained byrecipients (Sponsors)orbyorecipients' (Sponsor's) contractors ur subcontractors shall be limited to the maximum daily rate for Level IV of the Executive Schedule (formerly GS -1 8), to be adjusted annually. This limit applies to consultation services of designated individuals with specialized skills who are paid ata daily orhourly nate. This nobe does not include transportation and subsistence costs for travel performed (the recipient will pay these in accordance with his/her normal travel reimbursement pnaotioem). Subagreements with firms for services that are awarded using the procurement requirements in40 C.F.R. Parts 30 or 31, are not affected by this limitation unless the terms of the contract provide the recipient (Sponsor) with responsibility for the selection, direction and control of the individual who will be providing services under the contract at an hourly or daily rate of compensation. See 40 C.F.R. § 30.27(b)o/40C.F.R. §31.3GQ0).usapplicable, for additional information. As of January 1,2014, the limit is $602.24 per day X75.28per hour. RCO 16-1312D Revision Date: 1/11/2018 Page 32 of 37 0. Peer Review. Where appropriate, prior tofinalizing any significant technical products the Principal Investigator (P|)ofthis project must solicit advice, review, and feedback from otechnical review or advisory group consisting of relevant subject matter specialists. A record of comments and a brief description of how respective comments are addressed by the PI will be provided to the Project Monitor prior to releasing any final reports or products resulting from the funded study. R International Travel (including Cmnada).All International Travel must Leapproved bythe US Environmental Protection Agency's Office of International and Tribal Affairs (0TA) BEFORE travel occurs. Even a brief trip to a foreign country, for example to attend a conference, naquireoO|TA approval. Please contact your Partnership Project manager as soon as possible if travel is planned out of the country, including Canada and/or Mexico, so that they can submit a request to the EPA Project Officer ifthey approve ofsuch travel. Q. Unliquidated Obligations (ULO). Sub -recipients, and all sub-awardees of Sub -Recipients, if any, should manage their agreement and subaward funding in ways that reduce the length of time that federal funds obligated and committed to subaward projects are unspent (not yet drawn down through disbursements tosub-recipients and uub-mmmndeeo\. This Agreement is entered into, pursuant to, and under the authority granted by applicable federal and state laws. The provisions of the Agreement shall be construed to conform to those laws. In the event ofodirect and irreconcilable conflict between the terms of this Agreement and any applicable statute, rule, or policy or procedure, the conflict shall be resolved by giving precedence in the following order: 1. Federal law and binding executive orders; 2. Code offederal regulations; 3. Terms and conditions ofagrant award to the state from the federal government; 4. Federal grant program policies and procedures adopted by a federal agency that are required tubeapplied byfederal law; 5. State law (constitution, statute); G. Washington Administrative Code; 7. Funding board or RCO policies. SECTION 37. LIMITATION OFAUTHORITY Only RCO's Director or RCO's delegate by writing (delegation to be made prior to action) shall have the authority to alter, amend, modify, or waive any clause or condition of this Agreement; provided that any such alteration, amendment, modification, or waiver of any clause or condition of this Agreement is not effective or binding unless made as a written amendment to this Agreement and signed by the RCO Director or delegate. SECTION 38. WAIVER OF DEFAULT Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach of any provision of the Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the Agreement unless stated to be such in writing, signed by the director, or the director's designee, and attached as an amendment to the original Agreement. SECTION 39. APPLICATION REPRESENTATIONS —MISREPRESENTATIONS ORINACCURACY OR RCO 16-1312D Revision Date: 1/11/2018 Page 33 of 37 The funding board and RCO rely on the Sponsor's application in making its determinations as to eligibility for, selection for, and scope of, funding grants. Any misrepresentation, error or inaccuracy in any part of the application may bedeemed abreach ofthis Agreement. SECTION 40. SPECIFIC PERFORMANCE The funding board and RCO may enforce this Agreement by the remedy ofspecific performance, which usually will mean completion of the project as described in this Agreement and/or enforcement of long-term obligations. However, the remedy of specific performance shall not be the sole or exclusive remedy available to RCO. No remedy available to the funding board or RCO shall be deemed exclusive. The funding board or RCO may elect h)exercise any, ocombinatinn of, or all of the remedies available to itunder this Agreement, or under any provision of law, common law, or equity, including but not limited to seeking full or partial repayment ofthe grant amount paid and damages. The funding board and RCO will require strict compliance bythe Sponsor with all the terms of this Agreement including, but not limited to, the requirements ofthe applicable statutes, rules and all funding board and RCO policies, and with the representations of the Sponsor in its application for a grant as finally approved by the funding board. For federal awards, notification of termination will comply with 2 C.F.R. § 200.340. A. For Cause. 1. The funding board or the director may suspend or terminate the obligation to provide funding to the Sponsor under this Agreement: a. If the Sponsor breaches any of the Sponsor's obligations under this Agreement; b. If the Sponsor fails to make progress satisfactory to the funding board or director toward completion of the project by the completion date set out in this Agreement. Included in progress is adherence to milestones and other defined deadlines; or u- Ifthe primary and secondary cannot mutually agree onthe process and actions needed to implement the project; Prior to termination, the RCO or the funding board shall notify the Sponsor in writing of the opportunity to cure. If corrective action is not taken within 30 days or such other time period that the director or board approves in writing, the Agreement may be terminated. In the event of termination, the Sponsor shall be liable for damages or other relief as authorized by law and/or this Agreement. 3. RCO reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Sponsor from incurring additional obligations of funds during the investigation of any alleged breach and pending corrective action by the Sponsor, or a decision by the RCO to terminate the Contract. B. For Convenience. Except as otherwise provided in this Agreement, RCO may, by ten (10) days written notice, beginning on the second day after the mailing, terminate this Agreement, in whole or in part when it is in the best interest ofthe state. |fthis Agreement i000terminated, RC{}shall be liable only for payment required under the terms of this Agreement prior to the effective date of termination. A claimed termination for cause shall be deemed to be a "Termination for Convenience" if it is determined that: i. The Sponsor was not indefault; or 2. Failure toperform was outside Sponaor'mountno|'fuukorneg|klenoa. RCO 16-1312D Revision Date: 1/1112018 Page 34 of 37 C. Rights mfRemedies mfthe RCO. 1. The rights and remedies of RCO provided in this Agreement are not exclusive and are in addition toany other rights and remedies provided bvlaw. In the event this Agreement is terminated by the funding board or director, after any portion of the grant amount has been paid to the Sponsor under this Agreement, the funding board or director may require that any amount paid be repaid to RCOfor redepoait into the account from which the funds were derived. However, any repayment shall be limited to the extent it would be inequitable and represent a manifest injustice in circumstances where the project will fulfill its fundamental purpose for substantially the entire period of performance and of long-term obligation. D. Non Availability of Funds. The obligation of the RCO to make payments iscontingent onthe availability of state and federal funds through legislative appropriation and state allotment. If amounts sufficient to fund the grant made under this Agreement are not appropriated to RCO for expenditure for this Agreement in any biennial fiscal period, RCO shall not be obligated to pay any remaining unpaid portion of this grant unless and until the necessary action by the Legislature or the Office of Financial Management occurs. If RCO participation is suspended under this section for a continuous period of one year, RCO's obligation to provide any future funding under this Agreement shall terminate. Termination of the Agreement under this section is not subject to appeal by the Sponsor. I Suspension: The obligation of the RCO to manage contract terms and make payments is contingent upon the state appropriating state and federal funding each biennium. In the event the state is unable to appropriate such funds by the first day of each new biennium RCO reserves the right to suspend the Agreement, with ten (10) days written notice, until such time funds are appropriated. Suspension will mean all work related to the contract must cease until such time funds are obligated to RCO and the RCO provides notice to continue work. SECTION42. DISPUTE HEARING Except as may otherwise be provided in this Agreement, when a dispute arises between the Sponsor and the funding board, which cannot be resolved, either party may request a dispute hearing according to the process set out in this section. Either party's request for a dispute hearing must be in writing and clearly state: A. The disputed issues; B. The relative positions ofthe parties; C. The Sponsor's name, address, project title, and the assigned project number. In order for this section to apply to the resolution of any specific dispute or disputes, the other party must agree in writing that the procedure under this section shall be used to resolve those specific issues. The dispute shall be heard by a panel of three persons consisting of one person chosen by the Sponsor, one person chosen by the director, and a third person chosen by the two persons initially appointed. If a third person cannot be agreed on, the third person shall be chosen by the funding board's chair. Any hearing under this section shall be informal, with the specific processes to be determined by the disputes panel according to the nature and complexity of the issues involved. The process may be solely based on written material if the parties so agree. The disputes panel shall be governed by the provisions ofthis Agreement indeciding the disputes. The parties shall bebound by the decision of the disputes panel, unless the remedy directed by that panel shall be without the authority of either or both parties to perform, as necessary, or is otherwise RCO 16-1312D Revision Date: 1/11/2018 Page 35 of 37 Request for a disputes hearing under this section by either party shall be delivered or mailed to the other party. The request shall be delivered or mailed within thirty (30) days of the date the requesting party has received notice of the action or position of the other party which it wishes to dispute. The written agreement to use the process under this section for resolution of those issues shall be delivered or mailed by the receiving party to the requesting party within thirty (30) days of receipt by the receiving party nfthe request. All costs associated with the implementation of this process shall be shared equally by the parties. SECTION 43. &TlORNEY3`FEES In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorney fees and costs. This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. In the event of a lawsuit involving this Agreement, venue shall be in Thurston County Superior Court if legally proper; otherwise venue shall be in a county where the project is situated, if venue there is legally proper, and ifnot, inacounty where venue iolegally proper. The Sponsor, byexecution ofthis Agreement acknowledges the jurisdiction ofthe courts ofthe State ofWashington. SECTION 45. PROVISIONS APPLICABLE ONLY |FFEDERALLY RECOGNIZED INDIAN TRIBE IS THE SPONSOR |nthe cases where this Agreement kybetween the funding board (which includes the State ofWashington for purposes of this Agreement) and a federally recognized Indian Tribe, the following terms and conditions apply, but only between those parties: A. Notwithstanding the above venue provision, ifthe State ofWashington intends toinitiate legal action against a federally recognized Indian tribe relating to the performance, breach, or enforcement of this Agreement, it shall so notify the Tribe. If the Tribe believes that a good faith basis exists for subject matter jurisdiction of such an action in federal court, the Tribe shall so notify the State within five days ofreceipt ofsuch notice and state the basis for such jurisdiction. |fthe Tribe aonotifies the State, the State aho|| bring such action in federal court. otherwise the State may sue the Tribe in the Thurston County Superior Court, orsuch other superior court where venue iuproper, ifnot proper inThurston County. Interpretation ofthe Agreement shall bmaccording hoapplicable State law, except tothe extent preempted by federal law. In the event suit is brought in federal court and the federal court determines that it lacks subject matter jurisdiction to resolve the dispute between the State and Tribal Party, then the State may bring suit in Thurston County Superior Court or such other superior court where venue is proper, ifnot proper inThurston County. B. Any judicial award, determination, order, decree or other relief, whether in law or equity or otherwise, resulting from such actions under subsection A above, shall be binding and enforceable on the parties. Any money judgment or award against a Tribe, tribal officers, or employees, or the State of Washington, its agencies, or its officers and employees may exceed the amount of funding awarded under this Agreement. C. As requested by RCO, the Tribe shall provide to RCO its governing requirements and procedures for entering into Agreement with RCO and waiving its sovereign immunity. |naddition, the tribe shall provide to RCO all authorizations the Tribe requires to authorize the person (s) signing the Agreement on the Tribe's behalf to bind the Tribe and waive the Tribe's sovereign immunity as provided herein. RCO 16-1312D Revision Date: 1/11/2018 Page 36 of 37 D. The Tribe hereby waives its sovereign immunity for suit in federal and state court for the limited purposes of allowing the State to bring and prosecute to completion such actions relating to the performance, breach, or enforcement of this Agreement as provided in subsection A above, and to bring actions to enforce any judgment arising from such actions. This waiver is not for the benefit of any third party and shall not be enforceable by any third party or by any assignee of the parties. In any enforcement action, the parties shall bear their own enforcement costs, indudingaUorneyo'foem. For purposes ofthis provision, the State includes the funding board, the RCO'and any other state agencies as the term "agency" is broadly understood to include, but not be limited to, departments, commissions, boards, divisions, bureaus, committees, offices, councils, societies, etc. SECTION 46. SEVERABILITY The provisions of this Agreement are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. 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F, il 1 1N3(13D3dd )IdVd SINVMDI - S1N3W3AOIIdW1 43SOdOad SNOIlI4NOJ ONIISIX3 - 4131dAVld 3113NVW AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Goods and Services Agreement with Burdick Heating of Bremerton, WA for HVAC Services and Maintenance A5 Study Session Date: February 28, 2018 COUNCIL MEETING Date: March 7. 2018 Department: PW&U Presenter: Wayne Hamilton Phone: (360) 473-5207 SUMMARY: Requests for proposals were prepared, distributed and received in accordance with City Bid Procedures. Five bids were received. The low bidder is Burdick Heating out of Bremerton, Washington. The Department requests approval of the Goods and Services Agreement for five years with an optional five year negotiated extension, adjusted for COLA. ATTACHMENTS: 1) Goods and Services Agreement, 2) Bid Proposal, 3) Bid Tabulation Form FISCAL IMPACTS (Include Budgeted Amount): Total annual cost of Agreement is $16,587.00 per year plus Washington State sales tax. This amount is included in the 2018 budget. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the contract award with Burdick Heating for HVAC Services and Maintenance in the amount of $82,935.00 plus Washington State sales tax; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve Form Updated 01/02/2018 ❑ Deny ❑ Table ❑ Continue ❑ No Action GOODS AND SERVICES AGREEMENT THIS AGREEMENT is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and Burdick Heating ("Vendor"), whose mailing address is P.O. Box 4114, Bremerton, WA 98312. The parties agree as follows: 1. VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for the City: HVAC Services and Maintenance. The Vendor agrees to perform the services more specifically described in the Scope of Work and Technical Specifications, including any attachments thereto, attached hereto as Exhibit "A", which is incorporated by reference herein. 2. TIME OF COMPLETION. The term of this agreement shall commence on March 1, 2018, and will terminate on March 1, 2022, unless terminated earlier pursuant to this agreement. 3. COMPENSATION. The City shall pay the Vendor in an amount per rate schedules as shown on Exhibit "E" Services and Maintenance per location. The descriptions shall conform to and fall within the categories set out in the Scope of Work and Technical Specifications. Upon receipt of a conforming billing statement, the City shall promptly process the payment, including applicable Washington State Sales Tax, for the goods, materials and services contemplated in this Agreement. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services on its own or from a third party, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct the cost to complete this Agreement, including any Additional Costs, from any and all amounts due or to become due the Vendor. 4. INDEPENDENT CONTRACTOR. Vendor is and shall be at all times acting as an independent contractor and not as an employee of the City. The Vendor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability insurance compensation, unemployment compensation, and all other payroll deductions for the Vendor, officer, agents, employees and sub -contractors. The Vendor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Vendor's officers, agents, employees and sub -contractors. 5. TERMINATION. The City may terminate this Agreement for good cause. "Good cause" shall include, without limitation, any one or more of the following events: A. The Vendor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of this Agreement. B. The Vendor's failure to complete this Agreement within the time specified in this Agreement. 1 Rev. 02-16 C. The Vendor's failure to make full and prompt payment to subcontractors or for material or labor. D. The Vendor's failure to comply with federal, state or local laws, riles or regulations. E. The Vendor's filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this Agreement for good cause, the Vendor shall not receive any further monies due under this Agreement until the goods, materials, and services required by this Agreement are completed and fully performed by the City or a third party of the City's choosing. 6. CHANGES. The City may issue a written change order for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that a change order is necessary, Vendor must submit a written change order request to an authorized agent of the City within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the change order work upon receiving either a written change order from the City or an oral order from the City before actually receiving the written change order. If the Vendor fails to require a change order within the time allowed, the Vendor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment the Vendor must complete the change order work; however, the Vendor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Vendor. If the Vendor disagrees with anything required by a change order, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor shall: 1. Immediately give a signed written notice of protest to the City; 2. Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a. The date of the Vendor's protest. b. The nature and circumstances that caused the protest. C. The provisions in this Agreement that support the protest. d. The estimated dollar cost, if any, of the protested work and how that estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. 3. The Vendor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be 2 Rev. 02-16 made for an invalid protest. B. Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. C. Vendor's Acceptance of Changes. The Vendor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). 7. CLAIMS. The Vendor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement; or, if (and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Vendor knew, or should have known, of the facts giving rise to the claim. At a minimum, a Vendor's written claim must include the information set forth regarding protests in Section 6(A)(2)(a)-(e). FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. Vendor must, in any event, file any claim or bring any suit arising from or connected with this Agreement within 120 calendar days from the date the contract work is complete. 8. INDEMNIFICATION. Vendor 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 the performance of this Agreement. Vendor's obligation to indemnify shall not extend to that portion of damages caused by the City's sole negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 3 Rev. 02-16 Should a court of competent jurisdiction determine that 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 Vendor and the City, its officers, officials, employees, agents and volunteers, the Vendor's liability hereunder shall be only to the extent of the Vendor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. 9. INSURANCE. The Vendor shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Contract work by the Vendor, its agents, representatives, employees or subcontractors. Before beginning work on the project described in this Agreement, the Vendor shall provide a Certificate of Insurance evidencing: 1. Automobile Liability 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 $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; and employer's liability. 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate. 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Vendor. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which shall 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 Vendor and a copy of the endorsement naming the City as 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. 4 Rev. 02-16 The Vendor'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 Vendor's insurance shall be primary insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Vendor 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, 345 6th Street, Suite 600, Bremerton, WA 98337 within two 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. 10. MISCELLANEOUS. A. Licenses and Taxes. Vendor shall possess a current Bremerton Business License and any regulatory license required to fulfill Vendor's obligations under this contract. B&O taxes shall be paid when due, and Vendor, by this agreement, assigns any payments due under this contract to the City Clerk for payment of such taxes which have been declared delinquent. B. Conflict and Precedence. In the event of a conflict between the contract documents, the document which rates higher on the following list shall take precedence: 1. Addenda, if any, 2. Contract, 3. Scope of Work & Technical Specifications (Exhibit A) 4. Bid Proposal (Exhibit E) C. Documents Incorporated by Reference. The following documents are incorporated by reference, to include, but not be limited to: 1. Scope of Work & Technical Specifications (Exhibit A) 2. HVAC Service Locations (Exhibit B) 3. HVAC Equipment Listings (Exhibit C) 4. HVAC Services and Maintenance Listings (Exhibit D) 5. Bid Proposal (Exhibit E) 6. Non -Collusion Affidavit. D. Use of Photographs and Images. Vendor shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Vendor or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. E. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement the Vendor, its subcontractors, or any person acting on behalf of Vendor shall not, by reason of race, religion, color, sex, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the 5 Rev. 02-16 work to which the employment relates. F. Compliance with Laws. Vendor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this Agreement. G. Work Performed at Vendor's Risk. Vendor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this Agreement. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. H. Governing Law. This Agreement shall be governed and construLaw. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Vendor under any of the provisions of this Agreement, resolution of that dispute shall be available exclusively under the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington. I. Attorney's Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section 8 of this Agreement. J. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement. Notices to be sent to: VENDOR: Notices to be sent to: CITY: Attn: Brian Burdick Attn: City_ Clerk Burdick Heating City of Bremerton PO Box 4114 3456 th Street, Suite 100 Bremerton, WA 98312 Bremerton, WA 98337 K. Assignment. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void. L. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. M. Severability. If any one or more sections, sub -sections, or sentences of this Agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this Agreement and the remainder shall remain in full force and effect. N. Entire Agreement. The written provisions and terms of this Agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any manner this Agreement. This Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any Rev. 02-16 language in any Exhibit to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. IN WITNESS WHEREOF, the parties below have executed this Agreement. VENDOR: By: Print Name: Its:_ Date: R:\Legal\Legal\Contracts\FORMS\Goods and Services Agreement (2017).docx CITY: City of Bremerton By: Print Name Its: Date: APPROVED AS TO FORM: By: Bremerton City Attorney ATTEST: By: City Clerk Rev. 02-16 Page 1 ora EXHIBIT E BID PROPOSAL HVAC EQUIPMENT SYSTEMS SERVICES AND MAINTENANCE CITY OF BREMERTON NOTE: • Due to the varied City Departments and funds included within this HVAC Services Proposal, each location will be bid separately to include all required service maintenance. Costep r year, SERVICE / MAINTENANCE COST PER EACH LOCATION LISTED, TOTALS WILL BE CONSIDERED IN LOWEST BID DETERMINATIONS. 1. Public Works & Utilities ...................... - 2. Equipment Services .................... . ........ . ......... _ .......... $ 3. Utilities Warehouse & Offices ................ 4. Municipal Courts Facility ..................... 5. Naval Museum/Fountain Room Facility., $ 6. Bremerton Tunnel Control Room ................. . ................... $_ 7. Kitsap Conference Center...............................8. ..... Kitsap Conference Center 3rd Floor..................... ............................ 9. Bremerton Harborside Parking Facility ..... . .. .................. $ [LC•� 10. Library Building ......... . .. . ....... . .... . ... . ............................. $ r ._.._. N� CC; . 11. Forestry Office ............... . ........... 12. Police Facility ............ . ............ . .. . ... . .......................... $_i 13. Police Operations........................................................ _ $ I 7�,y 14. Utilities Building ................... _ ........ _ . , ............ , .............. 15. Fire Department Warehouse .................................. . ....... ._- 16. Fire Station #1 ......... . ........... ...................................... $ CCS 17, Fire Station #2............................................................. $ C L 18. Fire Station #3 .... 19. Parks Department ........................................ $j n 7, Cc - 20. Senior Center ........................ ...................................... ___. 21. Park Avenue Plaza ........................................................ 22. Norm Dicks Government Center 611 Floor ............ ................ $ 23. W Water Treatment Facility ..... .................................. aD (D C) 00 N W U1 Cil _ - Oo 0 �1 r 00 W v co o o o a <' d m v Ci D = M _ v -q v CA (D = .. Cl) 90 cQ 0 o <' m 0 0 �. N > > r n v< O Co �m r _> m z� z o a 00 <' m � m > > r o D = ro — s n z z m (D (D = D CD m =3 too cn Q° `n O m n o O -n O o W m p � :3 p z c w (o p m p m a 0 m � UJ cn j Fn rn c cn :> CP 01) ca c� o X Q < O N n y w A ° m m 3 N Cnn ccoo ccn m n 29 u I m cn o 0 f 0 0 m v N O N N 6) 00 A D z Ui Co O (.Q W ro -N p r- (D 00 — N co o m — (n Cil N A (D U'I --I m M cn o 0 o O c� N � z z z z z z z z z z Iz D z z z z z z z z z D D D n m D D D D D D D z � � O D r D m rn 00 w o (D s U1 A N (D 0 Dp� m 000 cM w conn X O r� m O A co CD -i N W Co Cn CO O Wcin co w - cin D 0 0 0 o r 0 I f ' n v< O Co �m r _> m z� z AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Purchase of one Ford Police Interceptor and associated Safety Equipment from Columbia Ford of Longview, WA for the Police Department Study Session Date: COUNCIL MEETING Date: Department: Presenter: Phone: we February 28, 2018 March 7, 2018 PW&U / ERR Milenka Hawkins -Bates (360) 473-5333 SUMMARY: The request before Council is to a replace a totaled Crown Victoria (01/17/18). This quote is for one Police Interceptor and associated Safety Equipment. We will be utilizing State Contract No. 05916. The total cost for the vehicle is $ 37,728.18 which includes Washington State sales tax. Funds for the replacement vehicle will come from Risk Management and the 510 fund. ATTACHMENTS: 1) Quote from Columbia Ford FISCAL IMPACTS (Include Budgeted Amount): Funds for the replacement vehicle will come from Risk Management and the 510 fund. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the purchase of one Ford Police Interceptor per quote in the amount of $37,728.18 including Washington State sales tax from Columbia Ford of Longview WA. COUNCIL ACTION: ❑ Approve Form Updated 01/02/2018 ❑ Deny ❑ Table ❑ Continue ❑ No Action Charles Ernst ,From: NOREPLY@des.wa.gov Sent: Tuesday, February 13, 2018 10:04 AM To: Charles Ernst Cc: Philip.Saunders@des.wa.gov Subject: Vehicle Quote - 2018-2-426 - BREMERTON, CjTffOF - 21801 Vehicle Quote Number: 2018-2-426 Create Ptlir_hase Reatiest View Orgian 7atioli rrrchase requests This is a quote only. You must create a purchase quest to order this vehicle(s) Contract & Dealer Information Contract #: 05916 Dealer: Columbia Ford (W403) 700 7th Avenue Longview WA 98632 Organization Information Organization: BREMERTON, CITY OF - 21801 Email: charles.ernst@ci.bremerton.wa.us Quote Notes: BPD vehicle to replace totaled vehicle Vehicle Location: DUPONT Color Options Shadow Black (GI) - 1 Dealer Contact: Marie Tellinghiusen Dealer Phone: (360) 423-4321 Ext: 187 Dealer Email: orders@colford.com Tax Exempt: N Vehicle Options Order Code Option Description 2018-0506-001 2018 Ford Police Interceptor AWD Pursuit -Rated Utility/SUV (KBA/500A) __ 2018-0506-010 Front Headlamp Housing Only (includes pre -drilled hole for side marker police use and pre -molded side warning LED holes with standard sealed canability)(does not include LED installed lights) (Headlamps will not wig -wag) (Not available with Ready for the Road Package #67H)(86P) 2018-0506-012 Tail Lamp/Housing Only (Includes pre-existing holes with standard twist lock sealed capability) (does not include LED installed lights) (Not available with Tail Lamp Lighting Solution #66B or Ready for the Road Package #67H) (86T) 2018-0506-018 Side Marker LED, Sideview Mirrors (Driver side - Red / Passenger side - Blue) (Located on backside of exterior mirror housing) (LED lights only. Wiring and controller "not" included.) (Must also order Pre - wiring for grille lamp, siren and speaker #60A) (63B) Qty Unit Price Ext. Price 1 $28,156.00 $28,156.00 1 $124.00 $124.00 1 $60.00 $60.00 1 $290.00 $290.00 2018-0506-019 Rear Quarter Glass Side Marker LED Lights (Driver side - Red / Passenger side - Blue) (63L) 1 $574.00 $574.00 2018-0506-024 Pre -Wiring for grille LED lights, siren and speaker (60A) 1 $52.00 $52.00 2018-0506-026 Noise Suppression Bonds (Ground Straps)(60R) 1 $100.00 $100.00 2018-0506-028 Dome Lamp - Red/White in Cargo Area(17T) 1 $51.00 $51.00 1 2018-0506-029 Daytime Running Lights (942) 1 $45.00 $45.00 2018-0506-031 Police Silent Mode (when activated, courtesy lamps and daytime running lights are disabled) (Must also 1 $20.00 $20.00 order Daytime Running Lights #942) (43L) 2018-0506-032 Police Engine Idle Feature (when activated, allows the key to be removed from ignition while vehicle remains idling, which allows driver to leave the engine running and prevents vehicle from unauthorized use when driver is outside of the vehicle) (47A) 2018-0506-034 BLIS Blind Spot Monitoring with Cross -Traffic Alert (also includes Heated Sideview Mirrors #549)(55B/54Z) 1 $260.00 $260.00 1 $543.00 $543.00 2018-0506-038 Doors/Locks: Rear Door Handles Inoperable / Locks Inoperable (68G) 1 2018-0506-042 SYNC Basic Voice -Activated Communications System (includes single USB port and single auxiliary audio 1 input jack) (53M) 2018-0506-043 Remappable (4) switches on steering wheel (if ordered with SYNC, includes Voice Button) (61R/61S) 1 2018-0506-045 Reverse Sensing System (76R) 2018-0506-049 Fleet Keyed Alike (Call dealer for available key codes) (NEW - allowed to also order Remote Keyless Entry #55F) (KEY) 018-0506-050 Rear Console Plate (wiring conduit from front console plate to rear seat) (Included with Ready for the Road Package) (N/A with Interior Upgrade Package #65U or Front Console Plate Delete #85D) (85R) 318-0506-053 Spot Lamp, LED Bulb, Driver Only (Unity) (51R) 318-0506-064 Deflector Plate (std on EcoBoost engine) (76D) )18-0506-078 Two -Tone Vinyl Wrap Package #1, White (Roof, RH/LH Front Doors, RH/LH Rear Doors) (91A) )18-0506-206 Mud Flaps, HD Plastic (Set of 4) (DLR) D18-0506-207 Undercoating (wheel wells) (DLR) DIB -0506-210 Push Bumper Upgrade, HD Fender Wraps (Pit Bars) (Setina PB5) (to be ordered with Setina Push Bumpers) (DLR) )18-0506-212 Push Bumper, Lighted Pursuit, Front/Side Red/Blue LEDs, (Setina PB4501_4) (DLR) )18-0506-214 Door Panels, Rear Doors (TPO, Setina) (MLst also order Hidden Door Lock Plunger or Inoperable Rear Door Locks #67H, #68G, #52H or #52P) (Installed) (DLR) )18-0506-216 Window Barriers, Rear Doors, Polycarbonate Panels (Setina) (Must also order Hidden Plunger or Inoperable Rear Door Locks #67H, #68G, #52H or #52P) (Installed) (DLR) Quote Totals I 2 1 1 $35.00 $35.00 $294.00 $294.00 $155.00 $155.00 $274.00 $274.00 $51.00 $51.00 1 $35.00 $35.00 1 $394.00 $394.00 1 $334.00 $334.00 1 $837.00 $837.00 1 $90.00 $90.00 1 $125.00 $125.00 1 $369.00 $369.00 1 $845.00 $845.00 1 $203.00 $203.00 1 $202.00 $202.00 Total Vehicles: 1 Sub Total: $34,518.00 8.4 % Sales Tax: $ 899 5 Quote Total: , a 00 3� 3� Vehicle Standard Specifications And Additional Information Vehicle: 2018 Ford Police Interceptor AWD Pursuit -Rated Utility SUV Contract #: 05916 - Motor Vehicles Dealer: Columbia Ford Vehicle Standard Specifications And Additional Information Page 1 of 3 Specification Description Specification 2018 Ford Police Interceptor AWD Pursuit -Rated Utility/SUV K8A/500A 75 -MPH Rear End Crash Tested (the full-size spare tire secured in the factory location is necessary to achieve police -rated 75 -mph rear impact crash -test performance attributes) STANDARD 3.71, V6 Ti -VCT Police -Calibrated Engine (304 HP)(279 Ft. Lbs. TQ @ 4000rpm) 99R 6 -Speed Automatic Police -Calibrated Transmission (Column Shifter) 44C 3.65 Axle Ratio STANDARD All -Wheel Drive (AWD) Drivetrain STANDARD 4 -Wheel HD Disc Brakes with HD Front and Rear Calipers, ABS Anti -Locking Braking System with Traction Control STANDARD HD Electric Power -Assist Steering (EPAS) STANDARD HD 220 Amp Alternator STANDARD HD 78 -Amp 750CCA Battery STANDARD Cooling System: HD Large, High -Volume Radiator, Engine Oil Cooler and Transmission Oil Cooler STANDARD Engine Hour Meter STANDARD 245/55R 18 All -Season BSW Tires STANDARD HD Steel Wheels, 18in x 8.0, painted black, vented with center cap STANDARD Full -Size Spare Tire with TPMS STANDARD NEW - two (2) 50 -amp battery ground circuits - power distribution junction block - repositioned behind 2nd row passenger seat floorboard STANDARD NEW - Rear bumper step pad STANDARD Sun Visors, non -illuminated STANDARD SOS Post Crash Alert System STANDARD Power Pigtail Harness STANDARD Two-way radio pre -wire STANDARD Flooring: HD Thermoplastic Elastomer STANDARD Power Adjustable Pedals STANDARD https://fortress.wa. gov/ga/apps/CARS/V -,hicleSpecifications.aspx?id=1002 2/13/2018 Vehicle Standard Specifications And Additional Information Page 2 of 3 Seats: Front Cloth Buckets (built-in steel intrusion plates TT9W in front seat backs), 6 -Way Power Adjustable Drivers Seat with Manual Lumbar, Rear Vinyl 60/40 Split Cloth Headliner, Easy to Drop STANDARD Rearview Camcra with Washer (video displays in rearview electrochromic mirror) (option available to view FCY/87R in center stack) AdvanceTrac w/ RSC (Roll Stability Control) with hydraulic brake assist STANDARD Exterior Key Locks: Driver, Front Passenger and Liftgate STANDARD Power Windows with One -Touch Up/Down Front Driver and Passenger STANDARD Liftgate Release Switch - located in Overhead Console; Liftgate Membrane will remain unlocked for 45 seconds STANDARD before timing out 18.6 Gallon Fuel Tank STANDARD Roof -Mounted Antenna STANDARD Privacy Glass: 2nd Row, Rear Quarter and Liftgate STANDARD Acoustic Laminated Windshield STANDARD Headlamps: LED Low Beam; Incandescent (Halogen) High Beam STANDARD Power Locks, Windows, Mirrors STANDARD Climate Control / Air -Conditioning: Manual, Single -Zone STANDARD Glovebox, Locking/non-illuminated STANDARD Interior Lighting: 1 st row task lights, 1 st row red/white dome lamp, 2nd row map light STANDARD Power points: (2) 12V in 1 st row STANDARD Cruise Control. Manual Tilt Steering Whecl STANDARD Airbags: Driver and Front Passenger, Side Seat, Roll Curtain Airbags and Safety Canopy STANDARD Seat Belts, Pretensioner/Energy-Management System w/ STANDARD Adjustable Height in 1 st Row Tire Pressure Monitoring System (TPMS)(Individual Tire Message Alerts/Readings) STANDARD AM/FM/CD/MP3 Capable/Clock/6 Speakers STANDARD Recovery Hook, Rear Only (Not included with 3.51, STANDARD EcoBoost Engine) Simple Fleet Key (no microchip), 4 Keys Total 4 Keys Rear Window Defroster, Dual Speed Wiper STANDARD Front Speed -Sensitive Intermittent Windshield Wipers STANDARD 3 -Year / 36,000 Miles Bumper -to -Bumper STANDARD STANDARD https:Hfortress.wa.gov/ga/apps/CARSNehicleSpecifications.aspx?id=1002 2/13/2018 Vehicle Standard Specifications And Additional Information Page 3 of 3 5 -year / 100,000 Miles Powertrain CARE Extended Service Plan (zero deductible) Tire chain compatible as equipped above Yes 90-120 Days to deliver after receipt of order STANDARD Exterior Paints (M=Metallic): Oxford White, Shadow Black, Vermillion Red, Medium Titanium M, Ingot Silver M, Light Blue M, Sterling Gray M, Silver Grey M, STANDARD Arizona Beige M, Royal Blue, (NEW) Blue M, Norsea Blue M, Dark Toreador Red M, Medium Brown M, Dark Blue, Kodiak Brown M, Smokestone M VSO Special Paint: Fire Engine Red (Call Dealer for Optional Availability and Pricing) https:Hfortress.wa.gov/ga/apps/CARSNehicleSpecifications.aspx?id=1002 2/13/2018 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Purchase of a new Caterpillar Model 926M Wheel Loader from NC Machinery of Tukwila, WA for the Forestry Division MA Study Session Date: February 28, 2018 COUNCIL MEETING Date: March 7. 2018 Department: Presenter: PW&U Milenka Hawkins -Bates Phone: (360)473-5333 SUMMARY: The existing 1991 Caterpillar front-end loader for the Forestry Division ceased working at the end of 2017. Upon inspection it was determined that the engine had destroyed itself, by throwing a piston rod through the engine block. This equipment was purchased in 1991 and was due to be replaced in 2011, every year the equipment is reviewed for replacement. During the development of the 2018 Budget, the decision was made to keep it since it was performing well. This piece of equipment is utilized daily for loading Biosolids to apply in the watershed. It is also utilized within the pipe yard to load/unload pipe. We received a proposal from NC Machinery for the purchase of a new Caterpillar Model 926M for $176,552.75 utilizing NJPA Contract #032515 -CAT (includes Washington State Sales tax). This price also includes a 3.5 yard bucket and interchangeable forks, so that it can be utilized as a forklift. ATTACHMENTS: NC Machinery Quote FISCAL IMPACTS (Include Budgeted Amount): There will need to be a budget adjustment for the purchase of this piece of equipment. There is currently $200,000.00 in reserves (ending fund balance) Fund 510 for its replacement. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the NC Machinery proposal for the purchase of a Caterpillar 926M Wheel Loader in the amount of $176,552.75 including WA State sales tax, from NC Machinery and authorize an increase in Fund 510 expenditure budget of $176,600.00. COUNCIL ACTION Form Updated 01/02/2018 ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Quote 194617-01 NC MACHINERY February 8th, 2018 CITY OF BREMERTON EQUIPMENT SERVICES DIV BREMERTON, Washington 98312-3430 Attention: CHUCK ERNST RE: Quote 194617-01/ NJPA Contract#032515-CAT Dear Chuck Ernst, We would like to thank you for your interest in our company and our products, and are pleased to quote the following for your consideration. One (1) New Caterpillar Model: 926M Wheel Loader with all standard equipment in addition to the additional specifications listed below: STANDARD EQUIPMENT POWERTRAIN - Axle seal guards - Auto Idle shut down feature - Cat C7.1 ACERT engine - -Power modes (standard and performance) - -Power by range (high power in range 4) - -Tier 4 final/Stage IV compliant - -Turbocharged and aftercooled - -Filtered crankcase breather - -Diesel particulate filter - -Selective catalyst reduction - Coolant protection to -34C (-29F) - Differential lock in front axle - Dry type air cleaner - Enclosed wet disc full hydraulic brakes - Fuel priming pump, automatic - Fuel water separator - Hydraulically driven demand cooling fan - Hydrostatic transmission with electronic - control - -Operator modes (default, TC, hystat and - ice) - -Directional shift aggressiveness (fast, - medium, Slow) - -Rim pull control, adjust wheel torque - -Creeper control, adjust ground speed - Lubed for life driveshaft's - Parking brake, electric - Single plane cooling package wide 6 fins - per inch density - S -O -S port, engine, coolant,transmission - oil - HYDRAULICS - Automatic lift and bucket kickouts, - adjustable in -cab - Bucket and fork modes, adjustable in -cab - Cylinder damping at kickout and - mechanical end stops - Fine mode control (fast, medium, slow) - in Fork Mode - Hydraulic response setting (fast, - medium, slow) - Hydraulic diagnostic connectors and - S -O -S ports - Hydraulic sight gauge, visible - Load sensing hydraulics and steering - Seat mounted hydraulic joystick controls ELECTRICAL - Alternator, 115 -amp, heavy duty - 12V power supply in cab (2) - Batteries, 1,000 CCA (2) 24 volt system, - disconnect swilcl r - Back up alarm - Ernergency shutdown switch - LED rear stop and turn lights - Heavy duty gear reduction starter - Product Link - Remote jump start post - Resettable main and critical function - breakers - Roading lights front and rear - OPERATOR ENVIRONMENT - 75 mm (3 in) retractable seatbelt - Automatic temperature control - Cab, enclosed ROPS/FOPS pressurized - and sound suppressed - Cup holders - External heated mirrors with lower - parabolic - Ground level cab door release - Gauges - -Digital hour meter, odometer and - tachometer - -Digital ground speedometer and - direction indicator - -Engine coolant temperature gauge - -Fuel and diesel exhaust fluid level - indicator - -Hydraulic oil temperature gauge - Hydraulic control lockout - Interior cab lighting, door and dome - Interior rearview mirrors (2) - Lunch box storage - Operator warning system indicators - Radio ready speakers - Rear window defrost, electric - Seat mounted electronic implement - controls, adjustable - Sliding glass on the side windows - Column mounted multi -function control - -lights, wipers, turn signal - Suspension seat, fabric - Tilt and telescope steering wheel - Tinted front glass - Wet arm wiper/washer, 2 -speed and - intermittent, front - Wet arm wiper washer, rear - OTHER STANDARD EQUIPMENT - Large -access enclosure doors with - adjustable close/open force - Parallel lift loader linkage - Recovery hitch with pin - Remote mounted lubrication points - Vandalism protection- - lockable compartments - Page 1 of 3 MACHINE SPECIFICATIONS 926M WHEEL LOADER HYD,3V,COUPLER READY,STD LIFT STEERING, SECONDARY DIFFERENTIAL, OPEN REAR ENVIRONMENT, STANDARD WEATHER, COLD START 120V CAB, DELUXE LIGHTS, STD HALOGEN RADIO, READY ENGINE AR 'PRODUCT LINK, CELLULAR PL641 COUNTERWEIGHT, HEAVY RIDE CONTROL CAMERA, REAR VIEW WARNING, BEACON, LED STROBE ANTIFREEZE, -50C (-58F) PACKING, PHYTO -SANITARY WOOD CERTIFICATE OF ORIGIN, ENGLISH QUICK COUPLER, FUSION JUMPER LINES, 3RD FUNCTION TOOLBOX AUX, NONE FENDERS, EXTENDED COVER SEAT, DELUXE 'TIRES,20.5/25 FS SGGLD 12PR L2 BUCKET, GP, 3.5YD3, FUS, BOCE (FORK, 72" CONSTRUCTION Quote 194617-01 SELL PRICE $161,975 NET BALANCE DUE $161,975 SALES TAX (9%) $14,577.75 BALANCE $176,552.75 WARRANTY: 1 Year/Unlimited Hour Equipment Protection Plan F.O.B/TERMS: Bremerton ADDTITIONAL CONSIDERATIONS • Delivery is 20-24 weeks Accepted by on Signature We wish to thank you for the opportunity of quoting on your equipment needs. This quotation is valid for 30 days, after which time we reserve the right to re -quote. If there are any questions, please do not hesitate to contact me. Sincerely, Tim Foley Machine Sales Representative TFoley@NCMachinery.com Page 2 of 3 Quote 194617-01 Page 3 of 3 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Purchase of one 2018 Mercedes-Benz Sprinter Cargo Van from Gee Automotive Liberty Lake LLC of Liberty Lake, WA for the Wastewater Division SUMMARY: Study Session Date: February 28, 2018 COUNCIL MEETING Date: March 7. 2018 Department: Presenter: Phone: PWU/ERR Milenka Hawkins -Bates (360) 473-5333 The approved 2018 budget shows a new vehicle purchase for Waste Water Treatment Plant (WWTP). The requested purchase is for one 2018 Mercedes-Benz Sprinter Cargo Van in the amount of $72,022.15 including Washington State sales tax utilizing State Contract No. 05916 from Gee Automotive Liberty Lake LLC of Liberty Lake, WA. ATTACHMENTS: 1) Justification; and 2) Quote FISCAL IMPACTS (Include Budgeted Amount): Budgeted within the 451 fund STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the purchase of a 2018 Mercedes-Benz Sprinter Cargo Van in the amount of $72,022.15 including Washington State sales tax utilizing State Contract No. 05916 from Gee Automotive Liberty Lake LLC of Liberty Lake, WA. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 Charles Ernst From: NOREPLY@des.wa.gov Sent: Tuesday, February 13, 2018 7:15 AM (�(P To: Charles Ernst Cc: Philip.Saunders@des.wa.gov Subject: Vehicle Quote - 2018-2-409 - BREMERTON, CITY OF - 21801 Vehicle Quote Number: 2018-2-409 Create Putch,ase_R.equest View qrgarii7ctLion.I]Urch.ase regUC,A,s This is a quote only. You must create a purchase request to order this vehicle(s) Contract & Dealer Information Contract #: 05916 Dealer: Gee Automotive Liberty Lake LLC (W42721) 21802 E George Gee Ave Liberty Lake WA 99019 Organization Information Organization: BREMERTON, CITY OF - 21801 Email: charles.ernst@ci.bremerton.wa.us Quote Notes: WWTP electricians van Vehicle Location: BREMERTON Color Options 147 Arctic White - 1 Dealer Contact: Derek Law Dealer Phone: (509) 455-9100 Dealer Email: dlaw@mbofspokane.com Tax Exempt: N Vehicle Options Order Code Option Description 2018-0460-001 2018 MERCEDES -BENZ SPRINTER (FOUR-WHEEL DRIVE) VANS CARGO, CREW AND PASSENGER 3.0 L V6 turbo diesel 144" WI ieelbdse SLdlIddrd Roof 2500 Cargo (M2CA4X) CARGO 2018-0460-004 3500 144" WHEELBASE STANDARD ROOF (MXCA4X) CARGO 2018-0460-011 AXLE RATIO 4.182 (2500 ONLY) (AR3) 2018-0460-015 SUSPENSION WITH HEAVY-DUTY FRONT/REAR STABILIZER (CF4) 2018-0460-020 HIGH ROOF (D03) 2018-0460-021 MOUNTING RAILS FOR ROOF RACK (D13) 2018-0460-026 TRAILER HITCH PREP. WIRING8,6 (E40) 2018-0460-043 HEAT INSULATION, REAR COMPARTMENT (H01) 2018-0460-044 HEAT INSULATION, FRONT COMPARTMENT (1-104) 2018-0460-045 FUEL -FIRED PRE-HEATER/BOOSTER (17,000 BTU) (H12) 1 Qty Unit Price Ext. Price 1 $46,985.00 $46,985.00 1 $4,250.00 $4,250.00 1 $0.00 $0.00 1 $136.00 $136.00 1 $2,525.00 $2,525.00 1 $277.00 $277.00 1 $128.00 $128.00 1 $144.00 $144.001 1 $172.00 $172.00 1 $1,031.00 $1,031.001 2018-0460-046 REAR CABIN HEATER AND VENTS (Requires heater buster: H12, HZ9, HZ5) (H13) 1 $726.00 $726.00 2018-0460-050 REAR WINDOW DEFROSTER11 (H22) 1 $234.00 $234.00 2018-0460-056 FUEL GAUGE, OPTIMIZED FOR AUX, FUEL TAP (351) 1 $67.00 $67.00 2018-0460-059 BACKUP ALARM (IWO) 1 $92.00 $92.00 2018-0460-103 SIDE WALL PANELING, FULL HARDBOARD (VA3) 1 $410.00 $410.00 2018-0460-107 SECOND ROW, FIXED WINDOW, PASSENGER SIDE (W17) 1 $133.00 $133.00 2018-0460-108 WINDOWS IN REAR DOORSI8 (W61) 1 $86.00 $86.00 2018-0460-109 BLACK TINTING (80%) FOR REAR WINDOWS (W70) 1 $128.00 $128.00 2018-0460-123 DRIVER COMFORT PACKAGE (CO1) Includes: 12 V OUTLET AT DRIVER SEAT BASE, HINGED LID FOR 1 $575.00 $575.00 STORAGE COMPARTMENT, TWO ADDITIONAL MASTER KEYS, COMFORT SEAT, DRIVER, COMFORT SEAT,PASSENGER i 2018-0460-124 DRIVER EFFICIENCY PACKAGE (CO2) Includes: BECKERA® MAP PILOT NAVIGATION SYSTEM, FOG 1 $1,025.00 $1,025.00 LAMPS, 2018-0460-125 ACTIVE SAFETY PLUS PACKAGE (CO3) Includes: MULTIFUNCTION STEERING WHEEL WITH TRIP 1 $1,905.00 $1,905.00 COMPUTER, LIGHT AND RAIN SENSOR, COLLISION PREVENTION ASSIST, BLIND SPOT ASSIST, LANE KEEPING ASSIST, HIGHBEAM ASSIST, 4.2" PIXEL MATRIX DISPLAY W/CHROME DIALS, HEATED AND ELECTRICALLY ADJUSTABLE MIRRORS, WINDSHIELD WITH FILTER BAND, OVERHEAD CONTROL PANEL WITH TWO READING LIGHTS, FIRST AID KIT, EMERGENCY FLASHLIGHT 2018-0460-126 ACTIVE SAFETY PLUS PACKAGE WITH PARKTRONIC (C04) Includes: MULTIFUNCTION STEERING 1 $2,705.00 $2,705.00 WHEEL WITH TRIP COMPUTER, PARKTRONIC, LIGHT AND RAIN SENSOR, COLLISION PREVENTION ASSIST, BLIND SPOT ASSIST, HIGHBEAM ASSIST, 4.2" PIXEL MATRIX DISPLAY W/CHROME DIALS, HEATED AND ELECTRICALLY ADJUSTABLE MIRRORS, WINDSHIELD WITH FILTER BAND, OVERHEAD CONTROL PANEL WITH TWO READING LIGHTS, FIRST AID KIT, EMERGENCY FLASHLIGHT 2018-0460-128 WORKSPACE ACCESS PACKAGE (C06) Includes: ADDITIONAL BATTERY FOR RETROFIT, CUTOFF RELAY 1 $830.00 $830.00 FOR ADDITIONAL BATTERY, 12 V OUTLET IN LOAD COMPARTMENT, LED CEILING LIGHTS IN REAR COMPARTMENT, B -PILLAR ASSIST HANDLE, LEFT REAR DOOR ASSIST HANDLE, RIGHT REAR DOOR ASSIST HANDLE, REAR DOOR STEP 2018-0460-135 LIGHTING PACKAGE (X13) Includes: BI -XENON HEADLAMPS U.S., HEADLAMP WASHING SYSTEM 1 $960.00 $960.00 2018-0460-155 SUSPENSION PACKAGE IV22 (X20) Includes: CHASSIS FOR APPLICATION B, STABILIZER, REAR AXLE, 1 $370.00 $370.00 REINFORCED, STABILIZER, REINFORCED AT FRONT AXLE Quote Totals Total Vehicles: 1 Sub Total: $65,894.00 9.0 % x: $5,930.46 Quote Total: 4.46 -� (.05, 8R`I m , 5TE) Com, t �'- S " t 9 NEW PROGRAM REQUEST Fund: 451 Department: 32 Program Name: Vehicle Replacement Explanation for adding a new program. Include reasoning and benefit along with impact on both Revenue and Expenditure Budgets. This new program is for the purchase of a new vehicle to replace the current WWTP Electrician's van. The current van is a 2000 that had been removed from fleet but continued to be used. It is continually having mechanical issues and is in need of replacement. This request is to upgrade the current van to a van or truck that can carry a generator. II. How long will the program last? Indicate if the program is one-time or ongoing. This program is for a one-time purchase. III. REVENUE - Does the new program include a new revenue source? If yes, indicate the type of revenue and amount. Revenue Type BARS No. Amount Taxes Licenses & Permits Intergovernmental Fines & Forfeitures Miscellaneous Other & Transfer Total IV. If the revenue identified above is a grant, describe the grant source and match amount required. V. EXPENDITURE — Does the new program include expenditures? If yes, indicate the type of expenditure and amount. Expenditure Type BARS No. Amount Personnel Supplies & Services 535.5435.54529 $75,000 Capital Transfers Total $75,000 VI. Does the new program include additional staffing? If yes, attach Staff Adjustment Form. a. Yes ( ) b. No (X) AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Amendment A to the Interlocal Agreement with Kitsap County KC -213-16-A for the Jarstad Park to Kitsap Lake Design Report A9 (Updated) Study Session Date: February 28, 2018 COUNCIL MEETING Date: March 7. 2018 Department: Presenter: PW&U Milenka Hawkins -Bates Phone: (360) 473-5333 SUMMARY: This amendment to the interlocal agreement extends the current ILA with Kitsap County for completion and presentation of the Design report to September 1, 2018, and increases the City's estimated expense. The ILA provides for a cooperative effort between Kitsap County and the City to produce a design report that will provide information to inform the eventual construction of a non -motorized shared use facility linking Jarstad Park with the south end of Kitsap Lake. Kitsap County has identified this segment as an important link in a future county -wide non -motorized trail system. ATTACHMENTS: 1) Amendment FISCAL IMPACTS (Include Budgeted Amount): The City's share of this expense is expected to be $50,000. This money has been budgeted in the Water Utilities expense budget (Forestry). STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve Amendment A to the Interlocal Agreement with Kitsap County to develop a design report for the Jarstad Park to Kitsap Lake segment of the county -wide trail system, and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 KC -213-16-A FIRST AMENDED AND RESTATED INTERLOCAL AGREEMENT BETWEEN KITSAP COUNTY AND THE CITY OF BREMERTON TO DEVELOP A DESIGN REPORT FOR THE JARSTAD PARK TO KITSAP LAKE SEGMENT OF THE COUNTY -WIDE TRAIL SYSTEM THIS AMENDMENT AND RESTATED INTERLOCAL AGREEMENT is made and entered into pursuant to the Interlocal Cooperation Act, Chapter 39.34 of the Revised Code of Washington, ("the Agreement'), on the _ day of 2018, by and between Kitsap County ("the County'), a municipal corporation and political subdivision of the State of Washington, and the City of Bremerton ("the City', a municipal corporation of the State of Washington, (individually "the Party" and collectively "the Parties'). WHEREAS, Revised Code of Washington Section 39.34.030 authorizes cooperative efforts between public agencies; and WHEREAS, Kitsap County adopted a countywide non -motorized facility plan in 2014; and WHEREAS, the Jarstad Park to Kitsap Lake north -south segment is noted by many to be the most significant single segment within the proposed system; and WHEREAS, the City of Bremerton and Kitsap County wish to work cooperatively to develop a design report on this proposed future non -motorized multi -use segment; WHEREAS, the City of Bremerton and Kitsap County wish to amend Sections 3 and 7 of the ILA in order to extend the term from December 31, 2017 to September 1, 2018 and to increase the estimated financial responsibility of the Parties from $69,000 to $100,000; NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises contained herein, THE PARTIES AGREE that the Interlocal Agreement KC 231-16 shall be amended as follows: 1. PURPOSE OF AGREEMENT: The purpose of this Agreement is for Kitsap County and the City of Bremerton to work cooperatively to produce a design report on the Jarstad Park to Kitsap Lake segment of the Kitsap County county -wide trail system. 2. ADMINISTRATION OF AGREEMENT: The Kitsap County Department of Public Works will administer this Agreement for Kitsap County. The Bremerton Public Works Department will administer this Agreement for the City of Bremerton. Page 4 Amendment A to KC -213-16 Interlocal Agreement Between Kitsap County and the City of Bremerton For Jarstad Park — Kitsap Lake Trail Design Report 3. DURATION OF AGREEMENT: This Agreement shall take effect upon execution of the agreement by both County and City and shall extend the term of KC 231-16 until September 1, 2018. 4. TERMINATION OF AGREEMENT: Either the County or the City may terminate this Agreement by giving ten days written notice to the other party. 5. COUNTY EMPLOYEES: County employees doing work pursuant to this Agreement remain employees of the County at all times and shall perform the work envisioned under the sole supervision of the County. 6. CITY EMPLOYEES: City employees doing work pursuant to this Agreement remain employees of the City at all times and shall perform the work requested under the sole supervision of the City. 7. FINANCIAL RESPONSIBILITY: Both Parties agree to provide 50% of the funding. If third -party funding is provided, the City and the County will each provide 50% of the remaining required funding. The project budget estimate has increased from $69,000.00 to an estimated $100,000.00. 8. LEGAL/ADMINISTRATIVE ENTITY: No separate legal or administrative entity is created by or pursuant to this Agreement. 9. INDEMNIFICATION: A. Each Party agrees to defend, indemnify and hold harmless the other Party, its officials, officers, employees and agents for all claims, liabilities, damages, suits, reasonable attorney's fees and costs arising from the negligent acts and omissions of the indemnitor, its officials, officers, employees and agents. B. In cases of concurrent negligence of the Parties, the above provision requiring each Party to defend, indemnify and hold harmless the other Party ("indemnification provision') is valid and enforceable only to the extent of the negligence of the respective Parties. C. Solely for purposes of the indemnification provision, each Party waives its immunity under Title 51 (Industrial Insurance) of the Revised Code of Washington and acknowledges that this waiver was mutually negotiated by the Parties. D. Each Party agrees to notify the other Party within two weekdays of any claims made related to this agreement. E. The indemnification provision shall survive the expiration or termination of this Agreement. Page 5 Amendment A to KC -213-16 Interlocal Agreement Between Kitsap County and the City of Bremerton For Jarstad Park — Kitsap Lake Trail Design Report 10. COMPLIANCE WITH REGULATIONS AND LAWS: The Parties shall comply with all laws and applicable rules and regulations pertaining to this Agreement. 11. ASSIGNMENT: The Parties shall not assign this Agreement or any interest, obligation or duty herein without the express written consent of the other party. 12. ATTORNEYS' 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. 13. NOTICES: All notices and payments hereunder may be delivered or mailed. If mailed, they shall be sent to the following respective addresses: To Kitsap County: Kitsap County Public Works 614 Division Street MS -26 Port Orchard, WA 98366 Attn: Jonathon Brand Phone: (360) 337-4893 To Bremerton: City of Bremerton 345 6th Street, Suite 100 Bremerton, WA 98337 Attn: City Clerk Phone: (360) 473-5290 Or to such other respective addresses as either Party may hereafter designate in writing. All notices and payments mailed by regular post (including first class) shall be deemed to have been given on the second business day following the date of mailing, if properly mailed and addressed. Notices and payments sent by certified or registered mail shall be deemed to have been given on the day next following the date of mailing, if properly mailed and addressed. For all types of mail, the postmark affixed by the United States Postal Service shall be conclusive evidence of the date of mailing. 14. INSURANCE: Each Party shall maintain insurance adequate to cover all its own reasonably foreseeable activities under this Agreement. 15. FILING: This document shall be filed with the County Auditor pursuant to RCW 39.34. 16. ENTIRE AGREEMENT: Except for the amendments to Sections 3 and 7 of this Agreement, all other provisions of Interlocal Agreement KC 213-16 shall remain in full force and effect. 17. 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 Pierce County Superior Court. Page 6 Amendment A to KC -213-16 Interlocal Agreement Between Kitsap County and the City of Bremerton For Jarstad Park — Kitsap Lake Trail Design Report IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. DATED this __, day of CITY OF BREMERTON Greg Wheeler, Mayor Date ATTEST: Shannon Corin, City Clerk Approved as to form: Roger A. Lubovich, City Attorney 2018. BOARD OF COUNTY COMMISSIONERS KITSAP COUNTY, WASHINGTON ROBERT GELDER, Chair EDWARD E. WOLFE, Commissioner CHARLOTTE GARRIDO, Commissioner ATTEST: Dana Daniels, Clerk of the Board Approved as to form: Page 7 Amendment A to KC -213-16 Interlocal Agreement Between Kitsap County and the City of Bremerton For Jarstad Park — Kitsap Lake Trail Design Report STATE OF WASHINGTON ) ) ss. COUNTY OF KITSAP ) ON THIS _ day of _ , 2018, before me, personally appeared Greg Wheeler, to me known to be the Mayor of the City of Bremerton, that executed the within and foregoing instrument, and he acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute said instrument. WITNESS my hand and official seal hereto the day and year in this certificate first above written. Notary Public in and for the State of Washington, Residing at _ My commission expires STATE OF WASHINGTON ) ) ss. COUNTY OF KITSAP ) ON THIS day of _ 2018, before me, personally appeared and , to me known to be and of Kitsap County, being one of the municipal corporations that executed the within and foregoing instrument, and they acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument, and the seat of said municipal corporation is affixed hereon. WITNESS my hand and official seal hereto the day and year in this certificate first above written. Notary Public in and for the State of Washington, Residing at _ My commission expires Page 8 Amendment A to KC -213-16 Interlocal Agreement Between Kitsap County and the City of Bremerton For Jarstad Park — Kitsap Lake Trail Design Report AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Washington State Department of Natural Resources Aquatic Lands Outfall Easement No. 51-077352 for the Westside Wastewater Treatment Plant Study Session Date: COUNCIL MEETING Date: Department: Presenter: Phone: A1 0 February 28, 2018 March 7, 2018 WWTP/PW&U Pat Coxon (360) 473-5448 SUMMARY: The existing outfall easement for the Westside Wastewater Treatment Plant with WA DNR has expired and needs to be renewed. The new outfall easement is for a thirty (30) year term. ATTACHMENTS: 1) Aquatic Lands Outfall Easement No. 51-077352 FISCAL IMPACTS (Include Budgeted Amount): $1,460 Lease Fee, to be paid out of the WWTP O&M Budget of $2,198,864. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Washington State Department of Natural Resources Aquatic Lands Outfall Easement No. 51-077352, and authorize the Mayor to finalize and execute the easement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 When recorded, return to: City of Bremerton 1600 Oyster Bay Avenue South Bremerton, WA 98337 HILARY fi FFIANt COMMMONIR OF PUKK LANDS AQUATIC LANDS OUTFALL EASEMENT EASEMENT NO. 51-077352 Grantor: Washington State Department of Natural Resources Grantee(s): City of Bremerton Legal Description: Section 27, Township 24 North, Range 1 East, W.M. Assessor's Property Tax Parcel or Account Number: Not Applicable Assessor's Property Tax Parcel or Account Number for Upland parcel used in conjunction with this Easement: 222401-3-010-2003 THIS AGREEMENT is made by and between the STATE OF WASHINGTON, acting through the Department of Natural Resources ("State"), and City of Bremerton, a government agency ("Grantee"). BACKGROUND Grantee desires to use state-owned aquatic lands located in Kitsap County, Washington for the purpose of discharging effluent from an outfall pipeline. Grantee has obtained regulatory authorizations for this purpose including, but not limited to, a National Pollutant Discharge Elimination System ("NPDES") Permit. Aquatic Lands Outfall Easement (1/17) Page 1 of 32 Easement No. 51-077352 State is willing to grant an easement for a term to Grantee in reliance upon Grantee's promises to operate the outfall in compliance with all laws and permits and in the manner as described in all regulatory authorizations. Nonetheless, State's goals are to promote water re -use and reduce reliance on in -water disposal of waste effluent, storm water and other discharges that affect the use and environmental conditions of state-owned aquatic lands and associated biological communities. Therefore, future grants of easement rights will depend on Grantee's satisfactory progress toward implementation of reasonably practical disposal alternatives. THEREFORE, the Parties agree as follows: SECTION 1 GRANT OF EASEMENT 1.1 Easement Defined. (a) State grants and conveys to Grantee a nonexclusive easement, subject to the terms and conditions of this agreement, over, upon, and under the real property described in Exhibit A. In this agreement, the term "Easement" means this agreement and the rights granted; the term "Easement Property" means the real property subject to the easement. (b) This Easement is subject to all valid interests of third parties noted in the records of Kitsap County, or on file in the Office of the Commissioner of Public Lands, Olympia, Washington; rights of the public under the Public Trust Doctrine or federal navigation servitude; and treaty rights of Indian Tribes. (c) This Easement does not include any right to harvest, collect or damage any natural resource, including aquatic life or living plants, any water rights, or any mineral rights, including any right to excavate or withdraw sand, gravel, or other valuable materials. 1.2 Survey and Easement Property Descriptions. (a) Grantee prepared Exhibit A, which describes the Easement Property. Grantee warrants that Exhibit A is a true and accurate description of the Easement boundaries and the improvements to be constructed or already existing in the Easement area. (b) Grantee shall not rely on any written legal descriptions, surveys, plats, or diagrams ("property description") provided by State. Grantee shall not rely on State's approval or acceptance of Exhibit A or any other Grantee -provided property description as affirmation or agreement that Exhibit A or other property description is true and accurate. Grantee's obligation to provide a true and accurate description of the Easement Property boundaries is a material term of this Easement. 1.3 Condition of Easement Property. State makes no representation regarding the condition of the Easement Property, improvements located on the Easement Property, the suitability of the Easement Property for Grantee's Permitted Use, compliance with governmental Aquatic Lands Outfall Easement (1/17) Page 2 of 32 Easement No. 51-077352 laws and regulations, availability of utility rights, access to the Easement Property, or the existence of hazardous substances on the Easement Property. SECTION 2 USE 2.1 Permitted Use. Grantee shall use the Easement Property for: Municipal Wastewater Treatment Plant Outfall Pipe (the "Permitted Use"), and for no other purpose. The Permitted Use is described or shown in detail in Exhibit B. 2.2 Restrictions on Use. (a) Grantee shall not cause or permit any damage to natural resources on the Easement Property or adjacent state-owned aquatic lands, regardless of whether the damages are a direct or indirect result of the Permitted Use. (b) Unless approved by State in writing, Grantee shall not cause or permit any filling activity to occur on the Easement Property or adjacent state-owned aquatic land. This prohibition includes any deposit of rock, earth, ballast, wood waste, refuse, garbage, waste matter (including chemical, biological, or toxic wastes), hydrocarbons, any other pollutants, or other matter. Outfall discharges in full compliance with a valid NPDES Permit are not subject to this prohibition. (c) Grantee shall neither commit nor allow waste to be committed to or on the Easement Property or adjacent state-owned aquatic land. (d) Failure to Comply with Restrictions on Use. (1) Grantee's failure to comply with the restrictions on use under this Subsection 2.2 is a breach subject to Subsection 14.1. Grantee shall cure the breach by taking all steps necessary to remedy the failure and restore the Easement Property and adjacent state-owned aquatic lands to the condition before the failure occurred within the time for cure provided in Subsection 14.1. Additionally, Grantee shall mitigate environmental damages in accordance with Paragraph 2.2(d)(3). (2) If Grantee fails to cure the default in the manner described in this Paragraph 2.2(d), State may terminate in accordance with Subsection 14.1. In addition, the State may (1) restore the Easement Property and adjacent state-owned aquatic lands and charge Grantee remedial costs and/or (2) charge Grantee environmental damages. Upon demand by State, Grantee shall pay all remedial costs and environmental damages. (3) Mitigation of Environmental Damages (i) Grantee shall prepare a written plan, subject to State's approval, incorporating measures to (1) eliminate or minimize future impacts to natural resources, (2) replace unavoidable lost or damaged natural resource values, and (3) monitor and report on plan implementation. Grantee shall implement the plan upon State's approval. Aquatic Lands Outfall Easement (1/17) Page 3 of 32 Easement No. 51-077352 (ii) Grantee shall compensate State in accordance with Subsection 5.4 for lost or damaged resource values that are not replaceable. (iii) If a regulatory authority requires Grantee to provide mitigation on state-owned aquatic lands, Grantee shall coordinate the proposed mitigation activities with state and obtain an appropriate use authorization prior to commencement of activities. (e) State's failure to notify Grantee of Grantee's failure to comply with all or any of the restrictions set out in this Subsection 2.2 does not constitute a waiver of any remedies available to State. (f) This Section 2.2 does not limit Grantee's liability under Section 8, below. 2.3 Conformance with Laws. Grantee shall keep current and comply with all conditions and terms of any permits, licenses, certificates, regulations, ordinances, statutes, and other government rules and regulations regarding its use of the Easement Property. 2.4 Liens and Encumbrances. Grantee shall keep the Easement Property free and clear of any liens and encumbrances arising out of or relating to its use of the Easement Property, unless expressly authorized by State in writing. 2.5 Interference with Other Uses. (a) Grantee shall exercise Grantee's rights under this Easement in a manner that minimizes or avoids interference with the rights of State, the public or others with valid right to use or occupy the Easement Property or surrounding lands and water. (b) To the fullest extent reasonably possible, Grantee shall place and construct Improvements in a manner that allows unobstructed movement in and on the waters above and around the Easement Property. (c) Except in an emergency, Grantee shall provide State with written notice of construction or other significant activity on Easement Property at least thirty (30) days in advance. "Significant Activity" means any activity that may affect use or enjoyment by the State, public, or others with valid rights to use or occupy the Easement Property or surrounding lands and water. (d) Grantee shall mark the location of any hazards associated with the Permitted Use and any Improvements in a manner that ensures reasonable notice to the public. 2.6 Amendment Upon Change of Permit Status. State reserves the right to amend the terms and conditions of this Easement whenever any regulatory authority (1) modifies a permit in a manner affecting the provisions of this Easement or (2) allows for a change in the manner of outfall operation including, but not limited to, a change in the type, quality, or quantity of discharge. SECTION 3 TERM 3.1 Term Defined. The term of this Easement is Thirty (30) years (the "Term"), beginning on the 1 st day of March 2018 (the "Commencement Date"), and ending on the 29th day of Aquatic Lands Outfall Easement (1/17) Page 4 of 32 Easement No. 51-077352 February, 2048 (the "Termination Date"), unless terminated sooner under the terms of this Easement. 3.2 Renewal of the Easement. (a) This Easement does not provide a right of renewal. Grantee may apply for a new Easement, which State has discretion to grant subject to requirements in Paragraph 3.2(b). Grantee must apply for a new Easement at least one (1) year prior to Termination Date and State will respond with denial or consent within ninety (90) days. 3.3 End of Term. (a) Upon the expiration or termination of this Easement, Grantee shall remove Improvements in accordance with Section 7, Improvements, and surrender the Easement Property to State restored to a condition substantially like its natural state before construction and operation of the outfall. (b) If Easement Property does not meet the condition described in Paragraph 3.3(a), the following provisions apply. (1) State shall provide Grantee a reasonable time to take all steps necessary to remedy the condition of the Easement Property. State may require Grantee to enter into a right of entry or other use authorization prior to the Grantee entering the Easement Property to remedy any breach of this Subsection 3.3. (2) If Grantee fails to remedy the condition of the Easement Property in a timely manner, State may take any steps reasonably necessary to remedy Grantee's failure. Upon demand by State, Grantee shall pay all costs of such remedial action, including but not limited to the costs of removing and disposing of any material deposited improperly on the Easement Property, lost revenue resulting from the condition of the Easement Property prior to and during remedial action, and any administrative costs associated with the remedial action. SECTION 4 FEES 4.1 Fee. For the Term, Grantee shall pay to State an administrative fee calculated in accordance with RCW 79.110.230(1) payable on or before the Commencement Date. Any payment not paid by State's close of business on the date due is past due. 4.2 Payment Place. Grantee shall make payment to Financial Management Division, 1111 Washington St SE, PO Box 47041, Olympia, WA 98504-7041. SECTION 5 OTHER EXPENSES 5.1 Utilities. Grantee shall pay all fees charged for utilities in connection with the use of the Easement Property. Aquatic Lands Outfall Easement (1/17) Page 5 of 32 Easement No. 51-077352 5.2 Taxes and Assessments. Grantee shall pay all taxes, assessments, and other governmental charges, of any kind whatsoever, applicable or attributable to the Easement and the Permitted Use. 5.3 Failure to Pay. If Grantee fails to pay any of the amounts due under this Easement, State may pay the amount due, and recover its cost in accordance with Section 6. 5.4 Environmental Damages. (a) If required to mitigate for environmental damage under Paragraph 2.2(d)(3)(ii), Grantee shall compensate State for lost or damaged resource values upon State's demand. The value of damages shall be determined in accordance with Paragraph 5.4(b). (b) Unless the Parties otherwise agree on the value, a three-member panel of appraisers will determine the measure of lost or damaged resource values. The appraisers shall be qualified to assess economic value of natural resources. State and Grantee each shall appoint and compensate one member of the panel. By consensus, the two appointed members shall select the third member, who will be compensated by State and Grantee equally. The panel shall base the calculation of damages on generally accepted valuation principles. The written decision of the majority of the panel shall bind the Parties. SECTION 6 LATE PAYMENTS AND OTHER CHARGES 6.1 Late Charge. If State does not receive any payment within ten (10) days of the date due, Grantee shall pay to State a late charge equal to four percent (4%) of the amount of the payment or Fifty Dollars ($50), whichever is greater, to defray the overhead expenses of State incident to the delay. 6.2 Interest Penalty for Past Due Fees and Other Sums Owed. (a) Grantee shall pay interest on the past due fees at the rate of one percent (1%) per month until paid, in addition to paying the late charges determined under Subsection 6.1, above. (b) If State pays or advances any amounts for or on behalf of Grantee, Grantee shall reimburse State for the amount paid or advanced and shall pay interest on that amount at the rate of one percent (1%) per month from the date State notifies Grantee of the payment or advance. This includes, but is not limited to taxes, assessments, insurance premiums, costs of removal and disposal of unauthorized materials pursuant to Subsection 2.2 above, costs of removal and disposal of improvements pursuant to Section 7 below, or other amounts not paid when due. 6.3 Referral to Collection Agency and Collection Agency Fees. If State does not receive payment within thirty (30) days of the due date, State may refer the unpaid amount to a collection agency as provided by RCW 19.16.500 or other applicable law. Upon referral, Grantee shall pay collection agency fees in addition to the unpaid amount. Aquatic Lands Outfall Easement (1/17) Page 6 of 32 Easement No. 51-077352 6.4 No Accord and Satisfaction. If Grantee pays, or State otherwise receives, an amount less than the full amount then due, State may apply such payment as it elects. No endorsement or statement on any check, any payment, or any letter accompanying any check or payment constitutes accord and satisfaction. SECTION 7 IMPROVEMENTS 7.1 Improvements Defined. (a) "Improvements," consistent with RCW 79.105 through 79.145, are additions within, upon, or attached to the land. This includes, but is not limited to, structures and fixtures. (b) "Personal Property" means items that can be removed from the Easement Property without (1) injury to the Easement Property, adjacent state-owned lands or Improvements or (2) diminishing the value or utility of the Easement Property, adjacent state-owned lands or Improvements. (c) "State -Owned Improvements" are Improvements made or owned by State. State - Owned Improvements includes any construction, alteration, or addition to State - Owned Improvements made by Grantee. (d), "Grantee -Owned Improvements" are Improvements made by Grantee with State's consent. (e) "Unauthorized Improvements" are Improvements made on the Easement Property without State's prior consent or Improvements made by Grantee that do not conform with plans submitted to and approved by the State. (f) "Improvements Owned by Others" are Improvements made by Others with a right to occupy or use the Easement Property or adjacent state-owned lands. 7.2 Existing Improvements. On the Commencement Date, the following Improvements are located on the Easement Property: 36 -inch diameter reinforced concrete pipe with a 120 -foot long diffuser with 20, 6.5 -inch ports. The Improvements are Grantee -Owned Improvements. 7.3 Construction, Major Repair, Modification, and Demolition. (a) This Subsection 7.3 governs construction, alteration, replacement, major repair, modification alteration, demolition and deconstruction of Improvements ("Work"). (b) Except in an emergency, Grantee shall not conduct any Work without State's prior written consent, as follows: (1) State may deny consent if State determines that denial is in the best interests of the State. State may impose additional conditions reasonably intended to protect and preserve the Easement Property. If Work is for removal of Improvements at End of Term, State may waive removal of any or all Improvements. (2) Except in an emergency, Grantee shall submit to State plans and specifications describing the proposed Work at least sixty (60) days before submitting permit applications to regulatory authorities unless Grantee and State otherwise agree to coordinate permit applications. At a Aquatic Lands Outfall Easement (1/17) Page 7 of 32 Easement No. 51-077352 minimum or if no permits are necessary, Grantee shall submit plans and specifications at least ninety (90) days before commencement of Work. (3) State waives the requirement for consent if State does not notify Grantee of its grant or denial of consent within sixty (60) days of submittal. (c) Grantee shall notify State of emergency Work within five (5) business days of the start of such Work. Upon State's request, Grantee shall provide State with plans and specifications or as-builts of emergency Work. (d) Grantee shall not commence or authorize Work until Grantee or Grantee's contractor has: (1) Obtained a performance and payment bond in an amount equal to one hundred twenty-five percent (125%) of the estimated cost of construction. Grantee shall maintain the performance and payment bond until Grantee pays in full the costs of the Work, including all laborers and material persons. (2) Obtained all required permits. (3) Provided notice of Significant Activity in accordance with Paragraph 2.5(c). (e) Grantee shall preserve and protect Improvements Owned by Others, if any (f) Grantee shall preserve all legal land subdivision survey markers and witness objects ("Markers.") If disturbance of a Marker will be a necessary consequence of Grantee's construction, Grantee shall reference and/or replace the Marker in accordance with all applicable laws and regulations current at the time, including, but not limited to Chapter 58.24 RCW. At Grantee's expense, Grantee shall retain a registered professional engineer or licensed land surveyor to reestablish destroyed or disturbed Markers in accordance with U.S. General Land Office standards. (g) Before completing Work, Grantee shall remove all debris and restore the Easement Property, as nearly as possible, to its natural condition before the Work began. If Work is intended for removal of Improvements at End of Term, Grantee shall restore the Easement Property in accordance with Subsection 3.3, End of Term. (h) Upon completing work, Grantee shall promptly provide State with as -built plans and specifications. (i) State shall not charge rent for authorized Improvements installed by Grantee during this Term of this Easement, but State may charge rent for such Improvements when and if the Grantee or successor obtains a subsequent use authorization for the Easement Property and State has waived the requirement for Improvements to be removed as provided in Subsection 7.4. (j) State will not approve plans to construct new Improvements or expand existing Improvements in or over habitats designated by State as important habitat. Grantee shall confirm location of important habitat on Property, if any, with State before submitting plans and specifications. (k) Grantee shall only conduct in -water Work during time periods authorized for such work under WAC 220-660-330, Authorized Work Times in Saltwater Areas, as amended, or as otherwise directed by the Washington Department of Fish and Wildlife (WDFW). Aquatic Lands Outfall Easement (1/17) Page 8 of 32 Easement No. 51-077352 (1) Grantee shall bury any new pipeline installation below the sediment surface within nearshore areas. 7.4 Grantee -Owned Improvements at End of Easement. (a) Disposition (1) Grantee shall remove Grantee -Owned Improvements in accordance with Subsection 7.3 upon the expiration, termination, or cancellation of the Easement unless State waives the requirement for removal or State determines that abandonment of Improvements is in the best interests of State. (2) Grantee -Owned Improvements remaining on the Easement Property on the expiration, termination or cancellation date become State -Owned Improvements without payment by State, unless State elects otherwise. State may refuse or waive ownership. (3) If Grantee -Owned Improvements remain on the Easement Property after the expiration, termination, or cancellation date without State's consent, State may remove all Improvements and Grantee shall pay the costs of removal and disposal. (b) Determination of Removal or Abandonment. (1) State may waive removal of any or all Grantee -Owned Improvements whenever State determines that it is in the best interests of the State. State will consider it in the best interests of the State to waive removal where abandonment is less detrimental than removal to the long term use and management of state-owned lands and resources. (2) If Grantee renews the Easement or enters into a new Easement, State may waive requirement to remove Grantee -Owned Improvements. State also may consent to Grantee's continued ownership of Grantee -Owned Improvements. (3) If Grantee does not renew the Easement or enter into a new Easement, State and Grantee shall coordinate removal or abandonment as follows: (i) Grantee must notify State at least one (1) year before the Termination Date of its proposal to either leave or remove Grantee -Owned Improvements. (ii) State, within ninety (90) days, will notify Grantee whether State (1) does not waive removal or (2) consents to abandonment. (c) Grantee's Obligations if State Consents to Abandonment. (1) Grantee shall conduct Work necessary for abandonment in accordance with Subsection 7.3. (2) The submittal of plans and specifications shall identify means for plugging pipelines and notifying public of abandoned Improvements. (d) Grantee's Obligations if State Waives Removal. (1) Grantee shall not remove Improvements if State waives the requirement for removal of any or all Grantee -Owned Improvements. (2) Grantee shall maintain such Improvements in accordance with this Easement until the expiration, termination, or cancellation date. Grantee Aquatic Lands Outfall Easement (1/17) Page 9 of 32 Easement No. 51-077352 is liable to State for cost of repair if Grantee causes or allows damage to Improvements State has designated to remain. 7.5 Disposition of Unauthorized Improvements. (a) Unauthorized Improvements belong to State, unless State elects otherwise. (b) State may either: (1) Consent to Grantee ownership of the Improvements, or (2) Charge use and occupancy fee in accordance with RCW 79.105.200 of the Improvements from the time of installation or construction and (i) Require Grantee to remove the Improvements in accordance with Subsection 7.3, in which case Grantee shall pay use and occupancy fee for the Improvements until removal, (ii) Consent to Improvements remaining and Grantee shall pay use and occupancy fee for the use of the Improvements, or (iii) Remove Improvements and Grantee shall pay for the cost of removal and disposal, in which case Grantee shall pay use and occupancy fee for use of the Improvements until removal and disposal. 7.6 Disposition of Personal Property. (a) Grantee retains ownership of Personal Property unless Grantee and State agree otherwise in writing. (b) Grantee shall remove Personal Property from the Easement Property by the Termination Date. Grantee is liable for any damage to the Easement Property and to any Improvements that may result from removal of Personal Property. (c) State may sell or dispose of all Personal Property left on the Easement Property after the Termination Date. (1) If State conducts a sale of Personal Property, State shall apply proceeds first to the State's administrative costs in conducting the sale, second to payment of amount that then may be due from the Grantee to the State, and State shall pay the remainder, if any, to the Grantee. (2) If State disposes of Personal Property, Grantee shall pay for the cost of removal and disposal. SECTION 8 ENVIRONMENTAL LIABILITY/RISK ALLOCATION 8.1 Defmitions. (a) "Hazardous Substance" means any substance that now or in the future becomes regulated or defined under any federal, state, or local statute, ordinance, rule, regulation, or other law relating to human health, environmental protection, contamination, pollution, or cleanup, including, but not limited to, the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901 et. seq., as amended; Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. 9601 et seq., as amended; Washington's Model Aquatic Lands Outfall Easement (1/17) Page 10 of 32 Easement No. 51-077352 Toxics Control Act ("MTCA"), Chapter 70.105D RCW, as amended; and Washington's Sediment Management Standards, WAC Chapter 173-204. (b) "Release or threatened release of Hazardous Substance" means a release or threatened release as defined under any law described in Paragraph 8.1(a) or any similar event defined under any such law. (c) "Utmost care" means such a degree of care as would be exercised by a very careful, prudent, and competent person under the same or similar circumstances; the standard of care established under MTCA, RCW 70.105D.040. 8.2 General Conditions. (a) Grantee's obligations under this Section 8 extend to the area in, on, under, or above: (1) The Easement Property and (2) Adjacent state-owned aquatic lands where a release or the presence of Hazardous Substances may arise from Grantee's use of the Easement Property. (b) Standard of Care. (1) Grantee shall exercise the utmost care with respect to Hazardous Substances. (2) In relation to the Permitted Use, Grantee shall exercise utmost care for the foreseeable acts or omissions of third parties with respect to Hazardous Substances, and the foreseeable consequences of those acts or omissions, to the extent required to establish a viable, third -party defense under the law, including — but not limited to — RCW 70.105D.040. 8.3 Current Conditions and Duty to Investigate. (a) Hazardous Substances are known to exist in, on, under, or above the Easement Property or adjacent state-owned lands. These are identified in Exhibit C, which is attached for information only and is not incorporated in the Easement. State makes no representations or warranties of any kind or nature regarding the accuracy, completeness, or any other matter relating to Exhibit C. Hazardous Substances other than those identified in Exhibit C may exist in, on, under, or above the Easement Property. (b) This Easement does not impose a duty on State to conduct investigations or supply information to Grantee about Hazardous Substances. (c) Grantee is responsible for conducting all appropriate inquiry and gathering sufficient information concerning the Easement Property and the existence, scope, and location of any Hazardous Substances on the Easement Property or on adjacent lands that allows Grantee to meet Grantee's obligations under this Easement. 8.4 Use of Hazardous Substances. (a) Grantee, its, contractors, agents, employees, guests, invitees, or affiliates shall not use, store, generate, process, transport, handle, release, or dispose of Hazardous Substances, except in accordance with all applicable laws. Aquatic Lands Outfall Easement (1/17) Page 11 of 32 Easement No. 51-077352 (b) Grantee shall not undertake, or allow others to undertake by Grantee's permission, acquiescence, or failure to act, activities that: (1) Result in a release or threatened release of Hazardous Substances, or (2) Cause, contribute to, or exacerbate any contamination exceeding regulatory cleanup standards whether the regulatory authority requires cleanup before, during, or after Grantee's use of the Easement Property. (c) If use of Hazardous Substance related to the Permitted Use results in a violation of an applicable law: (1) Grantee shall submit to State any plans for remedying the violation, and (2) State may require remedial measures in addition to remedial measures required by regulatory authorities. 8.5 Management of Contamination. (a) Grantee shall not undertake activities that: (1) Damage or interfere with the operation of remedial or restoration activities; (2) Result in human or environmental exposure to contaminated sediments; (3) Result in the mechanical or chemical disturbance of on-site habitat mitigation. (b) Grantee shall not interfere with access by: (1) Employees and authorized agents of the Environmental Protection Agency, the Washington State Department of Ecology, health department, or other similar environmental agencies; and (2) Potentially liable or responsible parties who are the subject of an order or consent decree that requires access to the Easement Property. Grantee may negotiate an access agreement with such parties, but Grantee may not unreasonably withhold such agreement. 8.6 Notification and Reporting. (a) Grantee shall immediately notify State if Grantee becomes aware of any of the following: (1) A release or threatened release of Hazardous Substances; (2) Any new discovery of or new information about a problem or liability related to, or derived from, the presence of any Hazardous Substance; (3) Any lien or action arising from the foregoing; (4) Any actual or alleged violation of any federal, state, or local statute, ordinance, rule, regulation, or other law pertaining to Hazardous Substances; (5) Any notification from the US Environmental Protection Agency (EPA) or the Washington State Department of Ecology (DOE) that remediation or removal of Hazardous Substances is or may be required at the Easement Property. (b) Grantee's duty to report under Paragraph 8.6(a) extends to the Easement Property, adjacent state-owned aquatic lands where a release or the presence of Hazardous Substances could arise from the Grantee's use of the Easement Property, and any other property used by Grantee in conjunction with Grantee's use of the Easement Aquatic Lands Outfall Easement (1/17) Page 12 of 32 Easement No. 51-077352 Property where a release or the presence of Hazardous Substances on the other property would affect the Easement Property. (c) Grantee shall provide State with copies of all documents concerning environmental issues associated with the Easement Property, and submitted by Grantee to any federal, state or local authorities. Documents subject to this requirement include, but are not limited to, applications, reports, studies, or audits for National Pollution Discharge and Elimination System Permits (NPDES); Army Corps of Engineers permits; State Hydraulic Project Approvals (HPA); State Water Quality certification; Substantial Development permit; and any reporting necessary for the existence, location, and storage of Hazardous Substances on the Easement Property. 8.7 Indemnification. (a) "Liabilities" as used in this Subsection 8.7 means any claims, demands, proceedings, lawsuits, damages, costs, expenses, fees (including attorneys' fees and disbursements), penalties, or judgments. (b) Grantee shall fully indemnify, defend, and hold State harmless from and against any Liabilities that arise out of, or relate to: (1) The use, storage, generation, processing, transportation, handling, or disposal of any Hazardous Substance by Grantee, its contractors, agents, invitees, guests, employees, affiliates, licensees, or permittees occurring anytime Grantee uses or has used the Easement Property; (2) The release or threatened release of any Hazardous Substance, or the exacerbation of any Hazardous Substance contamination resulting from any act or omission of Grantee, its contractors, agents, employees, guests, invitees, or affiliates occurring anytime Grantee uses or has used the Easement Property. (c) Grantee shall fully indemnify, defend, and hold State harmless for any Liabilities that arise out of or relate to Grantee's breach of obligations under Subsection 8.5. (d) Third Parties. (1) Grantee has no duty to indemnify State for acts or omissions of third parties unless Grantee fails to exercise the standard of care required by Paragraph 8.2(b)(2). Grantee's third -party indemnification duty arises under the conditions described in Subparagraph 8.7(d)(2). (2) If an administrative or legal proceeding arising from a release or threatened release of Hazardous Substances finds or holds that Grantee failed to exercise care as described in Subparagraph 8.7(d)(1), Grantee shall fully indemnify, defend, and hold State harmless from and against any liabilities arising from the acts or omissions of third parties in relation to the release or threatened release of Hazardous Substances. This includes any liabilities arising before the finding or holding in the proceeding. (e) Grantee is obligated to indemnify under the Subsection 8.7 regardless of whether a NPDES or other permit or license authorizes the discharge or release of Hazardous Substances. Aquatic Lands Outfall Easement (1/17) Page 13 of 32 Easement No. 51-077352 8.8 (f) For the period of time prior to the Term of this Easement that Grantee used or occupied the Easement Property, Grantee shall fully defend and hold State harmless from and against Liabilities that arise out of, or relate to: (1) The use, storage, generation, processing, transportation, handling, or disposal of any Hazardous Substance by Grantee, its contractors, agents, invitees, guests, employees, affiliates, licensees, or permittees; or (2) The release or threatened release of any Hazardous Substance, or the exacerbation of any Hazardous Substance contamination resulting from any act or omission of Grantee, its contractors, agents, employees, guests, invitees, or affiliates. Reservation of Rights. (a) For any environmental liabilities not covered by the indemnification provisions of Subsection 8.7, the Parties expressly reserve and do not waive or relinquish any rights, claims, immunities, causes of action, or defenses relating to the presence, release, or threatened release of Hazardous Substances that either Party may have against the other under law. (b) This Easement affects no right, claim, immunity, or defense either Party may have against third parties, and the Parties expressly reserve all such rights, claims, immunities, and defenses. (c) The provisions under this Section 8 do not benefit, or create rights for, third parties. (d) The allocations of risks, liabilities, and responsibilities set forth above do not release either Party from, or affect the liability of either Party for, claims or actions by federal, state, or local regulatory agencies concerning Hazardous Substances. 8.9 Cleanup. (a) If Grantee's act, omission, or breach of obligation under Subsection 8.4 results in a release of Hazardous Substances, Grantee shall, at Grantee's sole expense, promptly take all actions necessary or advisable to clean up the Hazardous Substances in accordance with applicable law. Cleanup actions include, without limitation, removal, containment, and remedial actions. (b) Grantee's obligation to undertake a cleanup under Section 8 is limited to those instances where the Hazardous Substances exist in amounts that exceed the threshold limits of any applicable regulatory cleanup standards. (c) At the State's discretion, Grantee may undertake a cleanup of the Easement Property pursuant to the Washington State Department of Ecology's Voluntary Cleanup Program, provided that Grantee cooperates with the Department of Natural Resources in development of cleanup plans. Grantee shall not proceed with Voluntary Cleanup without Department of Natural Resources approval of final plans. Nothing in the operation of this provision is an agreement by Department of Natural Resources that the Voluntary Cleanup complies with any laws or with the provisions of this Easement. Grantee's completion of a Voluntary Cleanup is not a release from or waiver of any obligation for Hazardous Substances under this Easement. Aquatic Lands Outfall Easement (1/17) Page 14 of 32 Easement No. 51-077352 8.10 Sampling by State, Reimbursement, and Split Samples. (a) Grantee shall conduct sediment sampling, if required, in accordance with Exhibit B. (b) State may conduct sampling, tests, audits, surveys, or investigations ("Tests") of the Easement Property at any time to determine the existence, scope, or effects of Hazardous Substances. (c) If such Tests, along with any other information, demonstrate the existence, release, or threatened release of Hazardous Substances arising out of any action, inaction, or event described or referred to in Subsection 8.4, above, Grantee shall promptly reimburse State for all costs associated with such Tests. (d) State shall not seek reimbursement for any Tests under this Subsection 8.10 unless State provides Grantee written notice of its intent to conduct any Tests at least thirty (30) calendar days prior to undertaking such Tests, except when such Tests are in response to an emerQencv. Grantee shall reimburse State for Tests performed in response to an emergency if State has provided such notice as is reasonably practical. (e) Grantee is entitled to obtain split samples of any Test samples obtained by State, but only if Grantee provides State with written notice requesting such samples within twenty (20) calendar days of the date of Grantee's receipt of notice of State's intent to conduct any non -emergency Tests. Grantee solely shall bear the additional cost, if any, of split samples. Grantee shall reimburse State for any additional costs caused by split sampling within thirty (30) calendar days after State sends Grantee a bill with documentation for such costs. (f) Within sixty (60) calendar days of a written request (unless otherwise required pursuant to Paragraph 8.6(c), above), either Party to this Easement shall provide the other Party with validated final data, quality assurance/quality control information, and chain of custody information, associated with any Tests of the Easement Property performed by or on behalf of State or Grantee. There is no obligation to provide any analytical summaries or the work product of experts. 8.11 Closeout Assessment. (a) State has discretion to require Grantee to conduct a Closeout Environmental Assessment ("Closeout Assessment") prior to Termination of the Easement. (b) The purpose of the Closeout Assessment is to determine the existence, scope, or effects of any Hazardous Substances on the Easement Property and any associated natural resources. The Closeout Assessment may include sediment sampling. Sediment sampling includes those sample locations and parameters reported in Exhibit C as well as any additional testing State may require. (c) State shall provide Grantee with written notice that a Closeout Assessment is required no later than one hundred eighty (180) calendar days prior to the Termination Date, or within ninety (90) days of any valid notice to terminate the Easement earlier than originally agreed. (d) Within sixty (60) days of State's notice that Closeout Assessment is required and before commencing assessment activities, Grantee shall submit a proposed plan for conducting the Closeout Assessment in writing for State's approval. Aquatic Lands Outfall Easement (1/17) Page 15 of 32 Easement No. 51-077352 (e) If State fails to approve or disapprove of the plan in writing within sixty (60) days of its receipt, State waives requirement for approval. (f) Grantee shall be responsible for all costs required to complete planning, sampling, analyzing, and reporting associated with the Closeout Assessment. (g) If the initial results of the Closeout Assessment disclose that Hazardous Substances may have migrated to other property, State may require additional Closeout Assessment work to determine the existence, scope, and effect of any Hazardous Substances on adjacent property, any other property subject to use by Grantee in conjunction with its use of the Easement Property, or on any associated natural resources. (h) Grantee shall submit Closeout Assessment to State upon completion. (i) As required by law, Grantee shall report to the appropriate regulatory authorities if the Closeout Assessment discloses a release or threatened release of Hazardous Substances. SECTION 9 ASSIGNMENT Grantee shall not assign any part of Grantee's interest in this Easement or the Easement Property or grant any rights or franchises to third parties without State's prior written consent, which State shall not unreasonably condition or withhold. State reserves the right to reasonably change the terms and conditions of this Easement upon State's consent to assignment. SECTION 10 INDEMNITY, FINANCIAL SECURITY, INSURANCE 10.1 Indemnity. (a) Grantee shall indemnify, defend, and hold State, its employees, officers, and agents harmless from any Claims arising out of the Permitted Use or activities related to the Permitted Use by Grantee, its contractors, agents, invitees, guests, employees, affiliates, licensees, or permittees to the fullest extent permitted by law and subject to the limitations provided below. (b) "Claim" as used in this Subsection 10.1 means any financial loss, claim, suit, action, damages, expenses, costs, fees (including attorneys' fees), fines, penalties, or judgments attributable to bodily injury; sickness; disease; death; damages to tangible property, including, but not limited to, land, aquatic life, and other natural resources; and loss of natural resource values. "Damages to tangible property" includes, but is not limited to, physical injury to the Easement Property, diminution of value, and/or damages resulting from loss of use of the Easement Property. (c) Grantee is obligated to indemnify under this Subsection 10.1 regardless of whether any other provision of this Agreement or NPDES or other permit or license authorizes the discharge or release of a deleterious substance resulting in a claim. Aquatic Lands Outfall Easement (1/17) Page 16 of 32 Easement No. 51-077352 (d) No damages or fees paid by Grantee to State under other provisions of this Easement are a setoff against Grantee's obligation to indemnify under this Subsection 10.1 (e) State shall not require Grantee to indemnify, defend, and hold State harmless for claims caused solely by or resulting solely from the negligence or willful act of State or State's elected officials, employees, or agents. (f) Grantee specifically and expressly waives any immunity that may be granted under the Washington State Industrial Act, Title 51 RCW in connection with its obligation to indemnify, defend, and/or hold State and its agencies, officials, agents, or employees harmless. Further, the indemnification obligation under this Easement shall not be limited in any way by any limitation on amount or type of damages, compensation, or benefits payable to or for any third party under the worker's compensation acts. (g) Section 8, Environmental Liability/Risk Allocation, exclusively governs Grantee's liability to State for Hazardous Substances and its obligation to indemnify, defend, and hold State harmless for Hazardous Substances (h) Only to the extent RCW 4.24.115 applies and requires such a limitation, if a claim, suit, or action for injuries or damage is caused by or results from the concurrent negligence of (a) the State or State's agents or employees and (b) the Grantee or Grantee's agents or employees, these indemnity provisions shall be valid and enforceable only to the extent of the negligence of the Grantee and those acting on its behalf. 10.2 Insurance Terms. (a) Insurance Required. (1) Grantee certifies that it is self-insured for all the liability exposures, its self-insurance plan satisfies all State requirements, and its self-insurance plan provides coverage equal to that required in this Subsection 10.2 and by Subsection 10.3, Insurance Types and Limits. Grantee shall provide to State evidence of its status as a self-insured entity. Upon request by State, Grantee shall provide a written description of its financial condition and/or the self-insured funding mechanism. Grantee shall provide State with at least thirty (30) days' written notice prior to any material changes to Grantee's self-insured funding mechanism. (2) Unless State agrees to an exception, Grantee shall provide insurance issued by an insurance company or companies admitted to do business in the State of Washington and have a rating of A- or better by the most recently published edition of Best's Reports. Grantee may submit a request to the risk manager for the Department of Natural Resources for an exception to this requirement. If an insurer is not admitted, the insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. (3) The State of Washington, the Department of Natural Resources, its elected and appointed officials, agents, and employees must be named as an additional insured on all general liability, excess, umbrella, property, builder's risk, and pollution legal liability insurance policies. Aquatic Lands Outfall Easement (1/17) Page 17 of 32 Easement No. 51-077352 (4) All insurance provided in compliance with this Easement must be primary as to any other insurance or self-insurance programs afforded to or maintained by State. (b) Waiver. (1) Grantee waives all rights against State for recovery of damages to the extent insurance maintained pursuant to this Easement covers these damages. (2) Except as prohibited by law, Grantee waives all rights of subrogation against State for recovery of damages to the extent that they are covered by insurance maintained pursuant to this Easement. (c) Proof of Insurance. (1) Grantee shall provide State with a certificate(s) of insurance executed by a duly authorized representative of each insurer, showing compliance with insurance requirements specified in this Easement and, if requested, copies of policies to State. (2) The certificate(s) of insurance must reference additional insureds and the Easement number. (3) Receipt of such certificates or policies by State does not constitute approval by State of the terms of such policies. (d) State must receive written notice before cancellation or non -renewal of any insurance required by this Easement, in accordance with the following: (1) Insurers subject to RCW 48.18 (admitted and regulated by the Insurance Commissioner): If cancellation is due to non-payment of premium, provide State ten (10) days' advance notice of cancellation; otherwise, provide State forty-five (45) days' advance notice of cancellation or non- renewal. (2) Insurers subject to RCW 48.15 (surplus lines): If cancellation is due to non-payment of premium, provide State ten (10) days' advance notice of cancellation; otherwise, provide State thirty (30) days' advance notice of cancellation or non -renewal. (e) Adjustments in Insurance Coverage. (1) State may impose changes in the limits of liability for all types of insurance as State deems necessary. (2) Grantee shall secure new or modified insurance coverage within ninety (90) days after State requires changes in the limits of liability. (f) If Grantee fails to procure and maintain the insurance described above within fifteen (15) days after Grantee receives a notice to comply from State, State may either: (1) Deem the failure an Event of Default under Section 14, or (2) Procure and maintain comparable substitute insurance and pay the premiums. Upon demand, Grantee shall pay to State the full amount paid by State, together with interest at the rate provided in Subsection 6.2 from the date of State's notice of the expenditure until Grantee's repayment. (g) General Terms. (1) State does not represent that coverage and limits required under this Easement will be adequate to protect Grantee. Aquatic Lands Outfall Easement (1/17) Page 18 of 32 Easement No. 51-077352 (2) Coverage and limits do not limit Grantee's liability for indemnification and reimbursements granted to State under this Easement. (3) The Parties shall use any insurance proceeds payable by reason of damage or destruction to Easement Property first to restore the Easement Property, then to pay the cost of the reconstruction, then to pay the State any sums in arrears, and then to Grantee. 10.3 Insurance Types and Limits. (a) General Liability Insurance. (1) Grantee shall maintain commercial general liability insurance (CGL) or marine general liability (MGL) covering claims for bodily injury, personal injury, or property damage arising on the Easement Property and/or arising out of the Permitted Use and, if necessary, commercial umbrella insurance with a limit of not less than One Million Dollars ($1,000,000) per each occurrence. If such CGL or MGL insurance contains aggregate limits, the general aggregate limit must be at least twice the "each occurrence" limit. CGL or MGL insurance must have products -completed operations aggregate limit of at least two times the "each occurrence" limit. (2) CGL insurance must be written on Insurance Services Office (ISO) Occurrence Form CG 00 01 (or a substitute form providing equivalent coverage). All insurance must cover liability arising out of premises, operations, independent contractors, products completed operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of another party assumed in a business contract) and contain separation of insured (cross -liability) condition. (3) MGL insurance must have no exclusions for non -owned watercraft. (b) Workers' Compensation. (1) State of Washington Workers' Compensation. (i) Grantee shall comply with all State of Washington workers' compensation statutes and regulations. Grantee shall provide workers' compensation coverage for all employees of Grantee. Coverage must include bodily injury (including death) by accident or disease, which arises out of or in connection with the Permitted Use or related activities. (ii) If Grantee fails to comply with all State of Washington workers' compensation statutes and regulations and State incurs fines or is required by law to provide benefits to or obtain coverage for such employees, Grantee shall indemnify State. Indemnity includes all fines; payment of benefits to Grantee, employees, or their heirs or legal representatives; and the cost of effecting coverage on behalf of such employees. (2) Longshore and Harbor Worker's Act. The Longshore and Harbor Worker's Compensation Act (33 U.S.C. Section 901 et. seq.) may require Grantee to provide insurance coverage for longshore and harbor workers Aquatic Lands Outfall Easement (1/17) Page 19 of 32 Easement No. 51-077352 (c) (d) other than seaman. Failure to obtain coverage in the amount required by law may result in civil and criminal liabilities. Grantee is fully responsible for ascertaining if such insurance is required and shall maintain insurance in compliance with this Act. Grantee is responsible for all civil and criminal liability arising from failure to maintain such coverage. (3) Jones Act. The Jones Act (46 U.S.C. Section 688) may require Grantee to provide insurance coverage for seamen injured during employment resulting from negligence of the owner, master, or fellow crew members. Failure to obtain coverage in the amount required by law may result in civil and criminal liabilities. Grantee is fully responsible for ascertaining if such insurance is required and shall maintain insurance in compliance with this Act. Grantee is responsible for all civil and criminal liability arising from failure to maintain such coverage. Employer's Liability Insurance. Grantee shall procure employer's liability insurance, and, if necessary, commercial umbrella liability insurance with limits not less than One Million Dollars ($1,000,000) each accident for bodily injury by accident or One Million Dollars ($1,000,000) each employee for bodily injury by disease. Pollution Legal Liability Insurance. (1) Grantee shall procure and maintain for the duration of this Easement pollution legal liability insurance, including investigation and defense costs, for bodily injury and property damage, including loss of use of damaged property or of property that has been physically damaged or destroyed. Such coverage must provide for both on-site and off-site cleanup costs and cover gradual and sudden pollution, and include in its scope of coverage natural resource damage claims. Grantee shall maintain coverage in an amount of at least: (i) Three million Dollars ($3,000,000) each occurrence for Grantee's operations at the site(s) identified above, and (ii) Six Million Dollars ($6,000,000) general aggregate or policy limit, if any. (2) Such insurance may be provided on an occurrence or claims -made basis. If such coverage is obtained as an endorsement to the CGL and is provided on a claims -made basis, the following additional conditions must be met: (i) The Insurance Certificate must state that the insurer is covering Hazardous Substance removal. (ii) The policy must contain no retroactive date, or the retroactive date must precede abatement services. (iii) Coverage must be continuously maintained with the same insurance carrier through the official completion of any work on the Easement Property. (iv) The extended reporting period (tail) must be purchased to cover a minimum of thirty-six (36) months beyond completion of work. Aquatic Lands Outfall Easement (1/17) Page 20 of 32 Easement No. 51-077352 10.4 Financial Security. (a) At its own expense, Grantee shall procure and maintain during the Term of this Easement a corporate security bond or provide other financial security that State may approve ("Security"). Grantee shall provide Security in an amount equal to Zero Dollars ($0.00), which is consistent with RCW 79.105.330, and secures Grantee's performance of its obligations under this Easement, with the exception of the obligations under Section 8, Environmental Liability/Risk Allocation. Grantee's failure to maintain the Security in the required amount during the Term constitutes a breach of this Easement. (b) All Security must be in a form acceptable to the State. (1) Bonds must be issued by companies admitted to do business within the State of Washington and have a rating of A-, Class VII or better, in the most recently published edition of Best's Reports, unless State approves an exception. Grantee may submit a request to risk manager for the Department of Natural Resources for an exception to this requirement. (2) Letters of credit, if approved by State, must be irrevocable, allow State to draw funds at will, provide for automatic renewal, and comply with RCW 62A.5-101, et. seq. (3) Savings account assignments, if approved by State, must allow State to draw funds at will. (c) Adjustment in Amount of Security. (1) State may require an adjustment in the Security amount: (i) At the same time as revaluation, if any, (ii) As a condition of approval of assignment of this Easement, (iii) Upon a material change in the condition or disposition of any Improvements, or (iv) Upon a change in the Permitted Use. (2) Grantee shall deliver a new or modified form of Security to State within thirty (30) days after State has required adjustment of the amount of the Security. (d) Upon any default by Grantee in its obligations under this Easement, State may collect on the Security to offset the liability of Grantee to State. Collection on the Security does not (1) relieve Grantee of liability, (2) limit any of State's other remedies, (3) reinstate or cure the default or (4) prevent termination of the Easement because of the default. SECTION 11 MAINTENANCE AND REPAIR 11.1 State's Repairs. State shall not be required to make any alterations, maintenance, replacements, or repairs in, on, or about the Easement Property, or any part thereof, during the Term. 11.2 Grantee's Repairs and Maintenance. (a) Grantee shall, at its sole cost and expense, keep and maintain the Easement Property and all improvements (regardless of ownership) in good order and Aquatic Lands Outfall Easement (1/17) Page 21 of 32 Easement No. 51-077352 repair, in a clean, attractive, and safe condition. (b) Grantee shall, at its sole cost and expense, make any and all additions, repairs, alterations, maintenance, replacements, or changes to the Easement Property or to any improvements on the Easement Property which may be required by any public authority having jurisdiction over the Easement Property and requiring it for public health, safety and welfare purposes. (c) Except as provided in Section 11.2(d), all additions, repairs, alterations, replacements or changes to the Easement Property and to any improvements on the Easement Property shall be made in accordance with, and ownership shall be governed by, Section 7, above. (d) Routine maintenance and repair are acts intended to prevent a decline, lapse or, cessation of the Permitted Use and associated Improvements. Routine maintenance or repair that does not require regulatory permits does not require authorization from State pursuant to Section 7. (e) Upon completion of maintenance activities, Grantee shall remove all debris and restore the Easement Property, as nearly as possible, to the condition prior to the commencement of work. SECTION 12 DAMAGE OR DESTRUCTION 12.1 Notice and Repair. (a) In the event of any known damage to or destruction of the Easement Property or any Improvements, Grantee shall promptly give written notice to State. State does not have actual knowledge of the damage or destruction of the Easement Property or any Improvements without Grantee's written notice. (b) Unless otherwise agreed in writing, Grantee shall promptly reconstruct, repair, or replace any Improvements in accordance with Subsection 7.3, Construction, Major Repair, Modification, and Demolition, as nearly as possible to its condition immediately prior to the damage or destruction. Where damage to state-owned aquatic land or natural resources is attributable to the Permitted Use or related activities, Grantee shall promptly restore the lands or resources to the condition preceding the damage in accordance with Subsection 7.3 unless otherwise agreed in writing. 12.2 State's Waiver of Claim. State does not waive any claims for damage or destruction of the Easement Property unless State provides written notice to Grantee of each specific claim waived. 12.3 Insurance Proceeds. Grantee's duty to reconstruct, repair, or replace any damage or destruction of the Easement Property or any Improvements on the Easement Property is not conditioned upon the availability of any insurance proceeds to Grantee from which the cost of repairs may be paid. The Parties shall use insurance proceeds in accordance with Subparagraph 10.2(g)(3). Aquatic Lands Outfall Easement (1/17) Page 22 of 32 Easement No. 51-077352 SECTION 13 CONDEMNATION In the event of condemnation, the Parties shall allocate the award between State and Grantee based upon the ratio of the fair market value of (1) Grantee's rights in the Easement Property and Grantee -Owned Improvements and (2) State's interest in the Easement Property; the reversionary interest in Grantee -Owned Improvements, if any; and State -Owned Improvements. In the event of a partial taking, the Parties shall compute the ratio based on the portion of Easement Property or Improvements taken. If Grantee and State are unable to agree on the allocation, the Parties shall submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. SECTION 14 TERMINATION 14.1 Termination by Breach. State may terminate this Easement upon Grantee's failure to cure a breach of the terms and conditions of this Easement. State shall provide Grantee written notice of breach. Grantee shall have sixty (60) days after receiving notice to cure. State may extend the cure period if breach is not reasonably capable of cure within sixty (60) days. 14.2 Termination by Nonuse. If Grantee does not use the Easement Property for a period of three (3) successive years, this Easement terminates without further action by State. Grantee's rights revert to State upon Termination by Nonuse. 14.3 Termination by Grantee. Grantee may terminate this Easement upon providing State with sixty (60) days written notice of intent to terminate. SECTION 15 NOTICE AND SUBMITTALS 15.1 Notice. Following are the locations for delivery of notice and submittals required or permitted under this Easement. Any Party may change the place of delivery upon ten (10) days written notice to the other. State: DEPARTMENT OF NATURAL RESOURCES Shoreline District 950 Farman Avenue North Enumclaw, WA 98022 Grantee: CITY OF BREMERTON Public Works and Utilities; Wastewater Division 1600 Oyster Bay Avenue South Bremerton, WA 98312 The Parties may deliver any notice in person, by facsimile machine, or by certified mail. Depending on the method of delivery, notice is effective upon personal delivery, upon receipt of a confirmation report if delivered by facsimile machine, or three (3) days after mailing. All Aquatic Lands Outfall Easement (1/17) Page 23 of 32 Easement No. 51-077352 notices must identify the Easement number. On notices transmitted by facsimile machine, the Parties shall state the number of pages contained in the notice, including the transmittal page, if any. 15.2 Contact Persons. On the Commencement Date, the following persons are designated day-to-day contact persons. Any Party may change the Contact Person upon reasonable notice to the other. State: Kitsap County Aquatic Land Manager 360-825-1631 360-825-1672 Aquaticleasing.shoreline@dnr.wa.gov Grantee: Patric Coxon; Wastewater Manager 360-473-5448 360-473-5455 P atric. Coxon@Ci.Bremerton. WA.0 S SECTION 16 MISCELLANEOUS 16.1 Authority. Grantee and the person or persons executing this Easement on behalf of Grantee represent that Grantee is qualified to do business in the State of Washington, that Grantee has full right and authority to enter into this Easement, and that each and every person signing on behalf of Grantee is authorized to do so. Upon State's request, Grantee shall provide evidence satisfactory to State confirming these representations. This Easement is entered into by State pursuant to the authority granted it in Chapter 43.12 RCW, Chapter 43.30 RCW, and Title 79 RCW and the Constitution of the State of Washington. 16.2 Successors and Assigns. This Easement binds and inures to the benefit of the Parties, their successors, and assigns. 16.3 Headings. The headings used in this Easement are for convenience only and in no way define, limit, or extend the scope of this Easement or the intent of any provision. 16.4 Entire Agreement. This Easement, including the exhibits and addenda, if any, contains the entire agreement of the Parties. This Easement merges all prior and contemporaneous agreements, promises, representations, and statements relating to this transaction or to the Easement Property. 16.5 Waiver. (a) The waiver of any breach or default of any term, covenant, or condition of this Easement is not a waiver of such term, covenant, or condition; of any subsequent breach or default of the same; or of any other term, covenant, or condition of this Easement. State's acceptance of payment is not a waiver of any preceding or Aquatic Lands Outfall Easement (1/17) Page 24 of 32 Easement No. 51-077352 existing breach other than the failure to pay the particular payment that was accepted. (b) The renewal of the Easement, extension of the Easement, or the issuance of a new Easement to Grantee, does not waive State's ability to pursue any rights or remedies under the Easement. 16.6 Cumulative Remedies. The rights and remedies under this Easement are cumulative and in addition to all other rights and remedies afforded by law or equity or otherwise. 16.7 Time is of the Essence. TIME IS OF THE ESSENCE as to each and every provision of this Easement. 16.8 Language. The word "Grantee" as used in this Easement applies to one or more persons, as the case may be. The singular includes the plural, and the neuter includes the masculine and feminine. If there is more than one Grantee, their obligations are joint and several. The word "persons," whenever used, includes individuals, firms, associations, and corporations. The word "Parties" means State and Grantee in the collective. The word "Party" means either or both State and Grantee, depending on context. 16.9 Invalidity. The invalidity, voidness, or illegality of any provision of this Easement does not affect, impair, or invalidate any other provision of this Easement. 16.10 Applicable Law and Venue. This Easement is to be interpreted and construed in accordance with the laws of the State of Washington. Any reference to a statute means that statute as presently enacted or hereafter amended or superseded. Venue for any action arising out of or in connection with this Easement is in the Superior Court for Thurston County, Washington. 16.11 Recordation. At Grantee's expense and no later than thirty (3 0) days after receiving the fully -executed Easement, Grantee shall record this Easement in the county in which the Property is located. Grantee shall include the parcel number of the upland property used in conjunction with the Easement Property, if any. Grantee shall provide State with recording information, including the date of recordation and file number. 16.12 Modification. No modification of this Easement is effective unless in writing and signed by the Parties. Oral representations or statements do not bind either Party. 16.13 Survival. Any obligations of Grantee not fully performed upon termination of this Easement do not cease, but continue as obligations of the Grantee until fully performed. Aquatic Lands Outfall Easement (1/17) Page 25 of 32 Easement No. 51-077352 16.14 Exhibits. All referenced exhibits are incorporated in this Easement unless expressly identified as unincorporated. THIS AGREEMENT requires the signature of all Parties and is effective on the date of the last signature below. Dated: _, 20_ Dated: 20 STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES By: KRISTIN SWENDDAL Title: Acting Deputy Supervisor for Aquatics, Geology and IT Address: 950 Farman Avenue North Enumclaw, WA 98022 CITY OF BREMERTON By: GREG WHEELER Title: Mayor Address: 345 6TH Street — Suite 600 Bremerton, WA 98337 Phone: 360-473-5266 Approved as to form this 12th day of January 2018 Jennifer Clements, Assistant Attorney General Aquatic Lands Outfall Easement (1/17) Page 26 of 32 Easement No. 51-077352 Dated: 20 Dated: . 20 REVIEWED AND APPROVED BY FOR THE CITY OF BREMERTON BY By: ROGER LUBOVICH Title: City Attorney of City of Bremerton By: SHANNON CORIN Title: City Clerk for the City of Bremerton Aquatic Lands Outfall Easement (1/17) Page 27 of 32 Easement No. 51-077352 REPRESENTATIVE ACKNOWLEDGMENT STATE OF WASHINGTON) ss. County of ) I certify that I know or have satisfactory evidence that GREG WHEELER is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Mayor of the City of Bremerton to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: , 20 (Seal or stamp) (Signature) (Print Name) Notary Public in and for the State of Washington, residing at My appointment expires Aquatic Lands Outfall Easement (1/17) Page 28 of 32 Easement No. 51-077352 STATE ACKNOWLEDGMENT STATE OF WASHINGTON) ss. County of I certify that I know or have satisfactory evidence that KRISTIN SWENDDAL is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Acting Deputy Supervisor for Aquatics, Geology and Information Technology of the Department of Natural Resources of the State of Washington to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: (Seal or stamp) 20 (Signature) (Print Name) Notary Public in and for the State of Washington, residing at My appointment expires Aquatic Lands Outfall Easement (1/17) Page 29 of 32 Easement No. 51-077352 EXHIBIT A Agreement Number: 51-077352 Recording number of final DNR approved survey in Kitsap County: 201611290331 Legal description of the Property: Those portions of ' the harbor area and bedlands of Sinclair Inlet, owned by the State of Washington, situate in front of Tract 24, Charleston Tidelands and included within the limits of a strip 25 feet In width, having 12.5 feet on each side of the following described centeHlne: Commencing at the Northwest corner of Sectlon 27, Township 24 North, Range 1 East, W.A4., 1Cltsop County, Washington: thence South 87758'19" East along the North 11ne of sold Sectlon 49.9.10 feet; thence South 21V1'45" East 7,55.50 feet to a point on the Inner Harbor Line and the Point of Beginning of this centerline; thence continuing South 21 ' 11'45" East 339.94 feet to the ;point of termination of this description. Square footage of each of these Use classifications: Water -dependent 0.0 Nonwater-dependent 8.498.0 Public Access 0.0 Total square feet 8,498.(1 Aquatic Lands Outfall Easement (1/17) Page 30 of 32 Easement No. 51-077352 PLAN OF OPERATIONS EXHIBIT B 1. DESCRIPTION OF PERMITTED USE A. Existing Facilities The existing Bremerton West Wastewater Treatment Plant (West Plant) outfall pipe has been in place since 1972 and discharges disinfected secondary treated effluent off the north shore of Sinclair Inlet. The West Plant receives domestic sewage from residential and light commercial activities in the city of Bremerton and Kitsap County Sewer District Number 1. The plant also receives wastewater from Harrison Memorial Hospital, and domestic and industrial wastewater from Puget Sound Naval Shipyard (PSNS). The domestic wastewater from PSNS includes waste water from on -shore chemical toilet facilities and saline wastewater from toilet facilities on ship and pretreated wastewater from the industrial wastewater treatment facility. The outfall consists of a 36 -inch diameter reinforced concrete pipe that extends 568 feet from the shoreline, including a 120 -foot long diffuser with 20, 6.5 -inch ports. The outfall discharges at water depths estimated to be between -27 feet and -32 feet at MLLW. The outfall pipe is buried to a distance of approximately 200 feet from shore, daylighting at an estimated depth of -21 feet at MLLW. Approximately 340 feet of the outfall pipe occurs on SOAL. A 2008 underwater condition assessment found the outfall to be in excellent condition, with all ports flowing freely and all joints and hardware intact. The West Plant has a design flow of 23 million gallons per day (mgd), with secondary treatment bypass occurring at flows above 22.8 mgd. The current NPDES permit expires in June 2018 and includes a requirement for sampling to demonstrate that the outfall discharge point is either a non -depositional area or that toxic impacts to sediment are not occurring as a result of permitted discharges. B. Proposed Facilities. No new facilities are proposed. 2. ADDITIONAL OBLIGATIONS A. National Pollutant Discharge Elimination System (NPDES) permit i. The NPDES Permit start date is June 2013 and requires renewal at least every 5 years. ii. Grantee shall notify State when they contact the Department of Ecology to apply or renew a National Pollutant Discharge Elimination System (NPDES) permit. iii. Grantee shall notify State of any proposed changes/additions/deletions to the NPDES permit and allow State a reasonable period to comment. Aquatic Lands Outfall Easement (1/17) Page 31 of 32 Easement No. 51-077352 iv. Grantee shall submit to State a summary of all Outfall Evaluation Reports, Sediment Sampling Reports, and Overflow bypass information generated for compliance to the NPDES Outfall permit. The summary shall include core findings and sufficient detail to locate the original documents in the Department of Ecology records system. Aquatic Lands Outfall Easement (1/17) Page 32 of 32 Easement No. 51-077352 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Purchase of a Direct Drive Blower from CED of Bremerton, WA for the Westside Wastewater Treatment Plant A1 1 Study Session Date: February 28, 2018 COUNCIL MEETING Date: March 7. 2018 Department: Presenter: Phone: WWTP/PW&U Pat Coxon (360) 473-5448 SUMMARY: The existing odor control booster fan adjacent to the headworks odor control system is no longer operational and needs to be replaced. Staff researched for a direct drive, corrosion resistant fan to replace this unit and found two fans that would work in this application. We received proposals from CED and CMS (Custom Mechanical Solutions), and we selected the fan from CED, as it met all of our requirements at a lower cost. The cost for the direct drive, corrosion resistant odor control fan from CED is $26,400.89 includes WA State sales tax & shipping. ATTACHMENTS: 1) Fan proposals 2) Purchase Quotation Sheet FISCAL IMPACTS (Include Budgeted Amount): This odorous air fan purchase is budgeted through the 2018 Wastewater CIP, and has a budget of $500,000. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the purchase of one (1) odor control fan from CED in the amount of $26,400.89 including Washington State sales tax. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 Odor Control Systems, Fume Scrubbers, Aerators, Degasifiers, AMCA Certified Centrifugal Fans, Exhaust Hoods, Duct & Fittings PVC, Polypropylene, Dual Laminate, and FRP Ventilation Systems Description Proposal Number 1011332 September 29, 2017 PVC # 36.5 DIRECT DRIVE BLOWER 1. KCH Engineered Systems will provide a Direct Drive, # 36.5 exhaust blower fabricated from PVC material. The blower will be designed to exhaust a total of 20,000 CFM @ 2" W.C. and will be supplied with a 20 H.P. premium efficiency motor, access door, housing drain, 316 stainless steel shaft, fan shaft/motor shaft coupling, and wheel, inboard and outboard shaft bearings, 316 stainless steel support base. (Variable Frequency Drive supplied by others) PRICE.................................................................. FREIGHT............................................................. TAX...................................................................... TOTALPRICE ............................................. *Notes: • Fan motor must be operated by a VFD for correct RPM. • Fan does not include local safety disconnect switches. Qty Total Price 1 $ 23,436.00 $785.00 $2,179.89 $26,400.89 All Equipment is designed to meet the standards of S.P.I. and the American Conference ofGovernmental Industrial Hygienists. ACCEPTANCE OF THIS ORDER IS LIMITED TO THE ATTACHED TERM AND CONDITIONS, WHICH TERMS AND CONDITIONS ARE HEREBY MADE A PART OF. CED 4503 AUTO CENTER WAY BREMERTON WA 98312 TEL: 360 377-8585 FAX: 360 373-5065 CONTACT: RICHARD WILEY QUOTE FOR: BREMERTON CITY OF ACCT #: FW -12264 BREMERTON CITY OF WASTEWATER TREATMENT 1600 OYSTER BAY DR BREMERTON, WA 98312 TEL: (360) 473-5400 QUOTATION PAGE 001 OF 001 QUOTE # DATE REV # REV DATE 1011332 09/29/17 002 09/29/17 QUOTE EXPIRES PREPARED BY 10/29/2017 RW SLS INSL 0564 0059 FOB FREIGHT SHIPPING POINT I PREPAID CUS PO M BOOSTER FAN JOB NAME: EXT LN QTY MFR CATALOG # DESCRIPTION PRICE UOM AMT 01 1 MISC PVC#36.5DIRECT DRIVE 23,436.00 E 23,436.00 02 1 MISC S&H 785.00 E 785.00 MDSE: 24,221.00 TAX: 2,179.89 TOTAL: 26,400.89 PLEASE NOTE: THIS IS NOT AN OFFER TO CONTRACT, BUT MERELY A QUOTATION OF CURRENT PRICES FOR YOUR CONVENIENCE AND INFORMATION. ORDERS BASED ON THIS QUOTATION ARE SUBJECT TO YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS LOCATED AT SALES.OUR-TERMS.COM, WHICH WE MAY CHANGE FROM TIME TO TIME WITHOUT PRIOR NOTICE. WE MAKE NO REPRESENTATION WITH RESPECT TO COMPLIANCE WITH JOB SPECIFICATIONS. From: Scott Anderson [f31 Ato:scott@croswa.com] Sent: Wednesday, September 27, 2017 9:30 AM To: Kevin Golnik <Kevin.Golnik@ci.bretnerton.wa.i.is> Subject: Bremerton WWTP - Booster Fan Updated fan selection with direct drive motor. This configuration requires a 900 rpm motor, which adds cost. Price: $26,130.00 (freight included) Current lead time is 12 weeks from release. Equipment ()tN' N11041L.1 Size (';tsinl; Imhclie1• 1 DHK 3650 FRP FRP Sys "Upas: A Accessories: - Direct drive - Access door - FRP Drain with plug - PVC - Shaft scat - Teflon Remarks: Al high spced, 900 RPM molar to be oversped to 04.77Hz. Al low speed, 900 RPM motor to be run (ri' 53.93Ht.. VFD by others. Scott Anderson CMS - Custom Mechanical Solutions, Inc. Main 206.973.3900 Mobile 206.265.1769 croswa.com Assmb Performance Motor Info Arr CFM SPIN RPM BHP OPV HP Volt IPh/ H2'MXPC 4 20000 2.0 950 13.12 2564 15 460 /3 160 PREM "PLEASE NOTE - effective OCT. 2ND, 2017, Custom Mechanical Solutions, Inc. has moved to: 2810 Eastlake Ave. East, Seattle, WA 98102 F- W W Cl) Z O F- H O of W Cl) a U CL N a) Q a) a) N a) L U 7 a m L w O a) Cl a) a) E 0 U CD L 3 c as UT c 0 cc0 0 Q v CD FD L L_ a) Q a) O O O O O T 69 L 0 O CD L 3 _L 'U L U) CD a) L U 7 IL +G AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Modification and Upgrade of Centrifuge and Panel with Centrisys Corporation of Kenosha, WI for the Westside Wastewater Treatment Plant A1 2 Study Session Date: February 28, 2018 COUNCIL MEETING Date: March 7. 2018 Department: Presenter: Phone: WWTP/PW&U Pat Coxon (360) 473-5448 SUMMARY: The current Centrisys centrifuge and panel was installed in 2009. The panel hardware and software have aged, so that they are no longer being supported by the industry. Staff requested a proposal from Centrisys the manufacturer of the centrifuge, on the cost, installation and programming of the new control panel. We requested a turnkey installation as this is beyond the capability of our staff due to the amount of time and programming involved. Centrisys proposal for the centrifuge panel modification and upgrade is $62,021 including WA State use tax. ATTACHMENTS: 1) Centrisys Proposal; 2) Sole Source Memo FISCAL IMPACTS (Include Budgeted Amount): This work is budgeted through the WW CIP under SCADA Upgrade; and has a budget of $150,000. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Centrisys Centrifuge and Panel modification and upgrade proposal in the amount of $56,900.00 plus Washington State use tax. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 rir 0 � �J f F�WI y f M,. Centrisys Corporation 9586 58th Place Kenosha, WI 53144 Sell To: Bremerton WWTP 1600 Oyster Bay Ave S Bremerton, WA 98312 United States Sales Quote Sales Quote Number: SQ -27527 i Sales Quote Date: Quote Exp . Date 1/11/2018 5/31/2018 Customer ID Contact c000110 Cust. Phone Cust. Fax 360-473-5304 Ship To: Bremerton WWTP 1600 Oyster Bay Ave S 360-473-5304 Fecilia Bremerton, WA 98312 United States Terms Ext Doc No. Ship Via Your Reference 1 Shipping Agent Net 30 08270 Numbs Description Panel Modification CN Parts for panel upgrade CN CN "CVC Cover Plate 'Valve Amplifier 'Speed Monitor 'Compact Logix 2mb Memory - With Conformal Coating "Power Supply 4 amps - With Conformat Coating 'Analog Input 8pt- With Conformat Coating 'Analog Output 8pt- With Conformal Coating "Input Module 16pt 120V "Relay Output 16pt "Terminator Cap Communication Card Electrical engineering time for programming and drawing updates Site Service for Programming and Testing '""Based on 5 -days on site, 8 -hours per day Includes travel time and expenses Optional: Site Service for Component Installation """Based on 5 -days on site, 8 -hours per day Includes travel time and expenses Assumes plant personnel available for assistance Quantity Unit 1 Each 1 Each 1 Each Shipping Agent Service Loc Code ISTOCKTON Unit Price Total Price 24,900 00 24,900.00 16,000.00 16,000.00 16,000 00 16,000 00 Website: www.contrisys.com Phone: (262)654-6006 Fax: (262)764-8705 Amount Subject to Sales Tax 0.00 F-7.1-001-01 Amount Exempt from Sales Tax 56,900.00 W I S C O N S I N MANI_ I 1s I l_:R1:Is 0 F T H F Y F A It Page: 1 Subtotal: 56,900.00 Invoice Discount: 0.00 Total Sales Tax: 0.00 Total: 56,900.00 An ISO 9001:2008 Company DATE: February 7, 2018 TO: Procurement File FROM: Chal Martin, Public Works & Utilities Director SUBJECT: Pollution Control Facility Improvement The purpose of this memorandum is to document the necessity of a sole source purchase of equipment and services from Centrisys Corporation for the Westside WWTP Centrisys centrifuge. The panel modification to the Centrisys centrifuge is to upgrade the existing 2009 hardware and software as they are no longer supported within the industry. Since this is a Centrisys centrifuge we only sought a proposal from Centrisys Corporation due to the complexity of the work and the proprietary nature of the programming involved with this panel modification; no other company would have the capability to install and program to the specific Centrisys centrifuge. Bidding this project out would be futile, as only one company could perform the work needed. In this sense, this project is analogous to a sole source purchase. Furthermore, since the WWTP is recognized by the state as a pollution control facility, and we are improving the Centrisys centrifuge through this panel modification, we are authorized to negotiate directly with Centrisys Corporation under RCW 70.95A. Pollution control facilities can be improved without requirement for competitive bidding, per RCW 70.95A.090. I herefore, it is my determination that it is in the City's best interests to purchase equipment and services through direct negotiation with Centrisys Corporation. AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Purchase of a new Seepex Progressive Cavity Cake Pump from Granich Engineered Products, Inc. of Seattle, WA for the Westside Wastewater Treatment Plant A1 3 Study Session Date: February 28, 2018 COUNCIL MEETING Date: March 7. 2018 Department: Presenter: Phone: WWTP/PW&U Pat Coxon (360) 473-5448 SUMMARY: The existing Allweiler progressive cavity cake pump was installed in 2001, and has reached the end of its useful life. Staff requested quotes from Liberty Process Equipment (Allweiler pump) and from Granich Engineered Products, Inc. (Seepex pump), as both of these pumps will fit into the existing area without any major renovations. The Seepex pump from Granich Engineered Products, Inc. was selected based on their price proposal of $47,541.44 including WA State sales tax and shipping. ATTACHMENTS: 1) Pump proposals, 2) Purchase Quotation Sheet FISCAL IMPACTS (Include Budgeted Amount): This pump purchase is budgeted through the 2018 Wastewater CIP, and has a budgeted amount of $500,000. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the purchase of one (1) new Seepex progressive cavity cake pump from Granich Engineered Products, Inc. in the amount of $47,541.44 including Washington State sales tax. COUNCIL ACTION: ❑ Approve Form Updated 01/02/2018 ❑ Deny ❑ Table ❑ Continue ❑ No Action To: City of Bremerton WWTP Attn.: Kevin Golnik From: Granich Engineered Products, Inc- Ken Hogan Type Gear motor at freq. inv. Make Nord Model SK52ALF/132M4 Mounting position 135 Ratio (i) 13.45 Speed 129 rpm Norm Min Max Speed 129 rpm 54 rpm 108 rpm Motor speed 1740 rpm 726 rpm 1453 rpm Frequency 60 Hz 25 Hz 50 Hz Rated output 10 HP Rated speed 1740 rpm Starting direct on frequency inverter Efficiency class standard efficiency Terminal box position acc. to supplier 1 Cable entry position acc. to supplier I Voltage 3x230/460V Frequency 601-lz Enclosure IP55 Thermal class F Winding protection TW - Thermostat The frequency inverter has to follow a linear U/f characteristic curve (constant torque). It's essential to have a minimum overload capability of 150% for at least 3 seconds. (see technical data sheet) Baseplate Design Material GPU Type Code Packing Type of packing Type of transport Quantity of pumps per package Price composition baseplate for block pump with open hopper, design with side feet steel, painted BV -ST -LS skid (US) truck 1 pump per package FOB Factory, Enon Ohio Allow aprox 8-10 weeks for shipment Optional: Dry running protection device (TSE) SEEPE%. ALL THINGS FLOW Unit price (net) $41,416.00 Tk�'r►rt 2i Zoo.6o TT Design standard design, complete (adder) $906.00 - sensor sleeve fitted to the stator of the pump with integrated temperature sensor - connection head (IP55) - separate TSE control device suitable for mounting inside a control panel Voltage 110-115V/50-601-lz Temperature coefficient NTC Material sensor sleeve 1.4404 Material connection head aluminium To: City of Bremerton WWTP Attn.: Kevin Golnik From: Granich Engineered Products, Inc- Ken Hogan 11/28/2017 qty.: 1 Application data Conveyed product Flowability Solids content Size of solids Concentration Specific gravity product temperature pH value Kind of operation Operating hours Location Altitude of installation Surrounding temperature Performance data Starting torque Req. power at pump shaft Inlet pressure NPSHr Materials and executions Installation Direction of rotation Lantern - Design Lantern - Material Feed hopper - Design Feed hopper - Material Feed hopper - Connection design Feed hopper - Hopper position Feed hopper - Flushing connection Feed hopper - Flushing connection position Pressure branch - Design Pressure branch - Material Pressure connection Joint - Design Joint - Material Joint - Universal joint sleeve: material Coupling rod - Design Coupling rod - Material Ribbon auger - Design Ribbon auger - Material Progressive cavity pump BTHE 17-12 / 132 -132 -1 -8 -FO -GAM Dewatered mixed sludge not flowable not specified 32°F - 11 YF 5-9 continuous 8h/day indoor, dry atmosphere up to 1000 m assumed normal (32-113°F) Capacity Pressure Speed 10 USGPM 80 psi 54 rpm 20 USGPM 80 psi 108 rpm 280 Ib.ft 1.9 HP flooded (pressureless) 6.87 ft Tolerances according to SEEPEX standards. horizontal counter clockwise (left) SEEPEX. ALL THINGS FLOW with cover plates EN -JL 1040 (gci-25) Standard inlet hopper with hopper separation / conical stuffing part with cleanout in pos. 2 1.0037 (st. 37-2) 1000 x 320 mm position 1 ANSI 4" Class 150 position 3 standard EN -JL 1040 (gci-25) DN 5" ANSI 1316.5 Class 150 rotorsided UJ -sleeve prot. 1.4404, divided standard NBR - Perbunan with stator -sided feed screw 1.0037 (st. 37-2) reinforced w/ stiffening ring 1.0037 (st. 37-2) To: City of Bremerton WWTP SEEPEX. Attn.: Kevin Golnik ALL THINGS FLOW From: Granich Engineered Products, Inc- Ken Hogan Rotor - Design standard Rotor - Material 1.0503 (C45) / AISI 1045 Rotor - Coating ductile chromium coating Stator - Design standard Stator - Material NBR - Perbunan, Chamfered Inlet Shaft sealing mechanical seal Code single acting mech. seal - GAM Quench design 3 With refillable supply tank. Quench chamber is filled with SEEPEX 50300 (glycerine) or for food applictions with SEEPEX 60200, container is empty and has to be filled before commissioning. - capacity of supply tank: approx. 140 ml - materials of construction: nickel plated brass, plexiglass, NBR Shaft diameter 70 mm Make Burgmann Rotating/stationary seal face Sic Sic Elastomers FPM - Viton Spring 1.4571 / AISI 316Ti Metal parts 1.4571 / AISI 316Ti Type MG1-G60 Q1Q1 VGG Casing - material 1.4408 / AISI 316 Casing - connection standard NPT Plug-in Shaft - Design standard Plug-in Shaft - Material 1.4021 / AISI 420 Bolting - Design standard Painting - Number of colors single -colored Painting - Painted components 1 complete combination Painting - Color Epoxy with Polyurethane System (SEEPEX Blue) Drive Liberty Process Equipment, Inc. 2525 S. Clearbrook Drive Arlington Heights, IL 60005-4623 Phone: (847) 640-7867 Fax: (847) 640-7855 Sold To: CITY OF BREMERTON 1600 OYSTER BAY AVENUE SOUTH BREMERTON, WA 98312 Confirm To: KEVIN GOLNIK Quote Page 1 of 1 Quote Number: 0070839 Quote Date: 1/9/2018 Quote valid through 2/8/2018 Customer Number: CITBREB Salesperson: MARK SNITOWSKY Ship To: CITY OF BREMERTON 1600 OYSTER BAY AVENUE SOUTH BREMERTON, WA 98312 Customer Reference Ship VIA F.O.B. Terms Approximate Delivery AE2N 0380-RG/331 L01 Y 123 ARLINGTON HTS. NET 30 DAYS 15-16 WEEKS Item Description Serial Number Unit Qty Price Amount AE2NL 0380-RG/331 L01 Y 123 PPX PUMP = "L" IS A LIBERTY IDENTIFIER. PACKAGING FEE $12.00 PER PKG PRICES ARE NET THANK YOU MARK SNITOWSKY EACH 1 43,852.00 43,852.00 12.00 Total: 43,864.00 Quoted prices in US dollars. Do not include shipping or packaging charges ghtwKI 112,00 .00 which will be added to our invoice at the time of shipment. Effective March 1, 2012 our packing/handling charge will be $12 per package. a s�-1� Visit our website at http://www.libertyprocess.com Engineered Products For the Manufacturing & Processing Industries (I(.VLV►d To t l — Tb) 2-Qq.- m Cr m ca L U 7 0. m L O CII CL O w 0 U O L 3 m vi 0 0 0 Q m L_ m O' m O O O O O fAlT L a) 0 m L 3 _L 'U L m En W L 7 a El L L E aD cu C cm H C� CD 0 a n.a arcs 1 ) 00 LL C'! ❑ [ � P v � r-� r m C, --a w6l a_ d D C3 aD cu C cm AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Repair, Refurbishment and Modification of Pump No. 1 at Pump Station WB -3 from Granich Engineered Products, Inc. of Seattle, WA A14 Study Session Date: February 28, 2018 COUNCIL MEETING Date: March 7. 2018 Department: Presenter: PW&U/WWTP Pat Coxon Phone: (360)473-5448 SUMMARY: In 2017, staff pulled another pump station WB -3 for repairs, pump #3, due to the failure of the mechanical seal. At that time, the pump was found to have a plugged cooling water jacket from grit entrained in the wastewater, which lead to the mechanical seal failure. This style of pump is a sewage cooled pump, and we cannot control the amount of fine grit that we receive at this station. Staff has devised a modification to the pump, so that we can utilize a closed loop cooling system to keep failures that occurred in 2017 from happening in the future. Pump #1 is the second of three pumps that will be modified, and it will extend the life of these pumps by another 25 - 30 years. The cost for the repair and modification of pump #1 is $27,032.00, from Granich Engineered Products Inc., who are the regional vendor and repair facility for Fairbanks Morse Pumps. ATTACHMENTS: Granich Engineered Products Inc. quote. FISCAL IMPACTS (Include Budgeted Amount): Included in the 2018 WW CIP — WWTP & Pump Stations Improvement Program - $500,000; 594.35325 STUDY SESSION AGENDA: 0 No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the repair and modifications to the Fairbanks Morse pump #1 by Granich Engineered Products, Inc. in the amount of $27,032.00 (includes tax), and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION Form Updated 01/07/15 ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Granich Engineered Products, Inc Quote Granich Engineered Products, Inc 1313 S 96a' Street Seattle, WA 98108 Phone: 866-859-2940 Fax: 206-315-2939 Website: www.granich.com To: City of Bremerton Attn: Patric Coxon E-mail: Phone: From: Ken Hogan Date: 02/07/2018 Re: Repair 10 D5435WD, 494610 Pages: 1 We are pleased to offer the following for your consideration. (1)- Service and repair of your Fairbanks Morse model 10" D5435WD, submersible dry pit non clog sewage pump to include: • Open and inspection • Clean parts • Balance impeller and rotating assembly • Machine and weld jack bolt arm • Flame spray shaft damaged at seal retainerjournal • Replace bearings, mechanical seals and O -rings • Replace thermals and fix sensor cable • Convert from sewage cooled jacket to external flush water. • Assemble • Quality check Price: $24,800.00 Net Please provide authorization to proceed with this work. Parts are 2-3 weeks out and 2 weeks to repair. Prices are F.O.B. factory. Sales tax is not included. Terms: Net 30 days on approved credit. This quote is based on GEP's standard terms & conditions of sale. Please call me if you have any questions or need additional information. Regards, K, Na444-. Ken Hogan GRANICN ENGINEERED PRODUCTS, INC AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: 2018 Pre -Commercial Thinning Contract with D & D Forestry, LLC of Centralia, WA Study Session Date: COUNCIL MEETING Date: Department: Presenter: Phone: A1 5 February 28, 2018 March 7, 2018 WWTP/PW&U Pat Coxon (360) 473-5448 SUMMARY: The Forestry Division went out to bid for a 2018 PCT (pre -commercial thinning) Contract on 231 acres in the Bremerton watershed, and it closed on February 7, 2018. D&D Forestry, LLC was the low bidder at $135.00 per acre, for a combined bid of $31,185.00. ATTACHMENTS: 1) PCT Contract, 2) Insurance Certificate FISCAL IMPACTS (Include Budgeted Amount): This is budgeted through the Forestry O&M budget of $300,000. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the 2018 PCT Contract with D&D Forestry, LLC, in the amount of $31,185.00 and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve Form Updated 01/02/2018 ❑ Deny ❑ Table ❑ Continue ❑ No Action CITY OF BREMERTON PUBLIC WORKS & UTILITIES INVITATION TO BID: PRE -COMMERCIAL THINNING CONTRACT 2018 PCT You are invited to bid on the following Pre -Commercial Thinning Contract and are advised to examine the Work Units prior to bidding. The implied warranty of fitness for a particular purpose, and all other warranties express or implied, are excluded. For example, the City of Bremerton (COB) does not warrant the acreage for each unit. Any acreage descriptions appearing in each contract are estimates only, solely for administrative and identification purposes. A draft contract is attached to this invitation. BID PROCEDURES Bid Delivery The bidder shall prepare and complete bid form for the contract, available in Section III of the draft contract. Each bid shall be delivered to the City of Bremerton Wastewater Treatment Plant (WWTP) office at 1600 Oyster Bay Ave. S, in its own envelope marked and addressed to the City Forestry Division Manager as specified below or an e-mailed copy of the bid form may be submitted to: Ken. Don ie cott ci,breirrerton.wa.Lis or Patric.Coxon ci.bremerttiri,wa.tis If multiple bids are submitted by one bidder, those sealed bids can be submitted inside a single envelope. Bids will be accepted until 3:30 PM on Friday February 7, 2018. Questions pertaining to this Invitation to Bid can be answered by contacting Ken Donleycott at 360-473- 5928 or Ken.Donleycottaci.breinerton.wa.LIS Oral explanations, interpretation, or instructions given before the award will not be binding. . ................ D-,.... 1 Bid Contents Each bid shall include all of the following items: 1) Bid Form (Contract Section III -A); 2) Contractor's Declaration of Industrial Insurance Status (Contract Section III -B); 3) Solicitation to Offer (Contract Section III -C); and 4) Photocopy of Washington State Farm Labor Contractors License. All documents must be legible and properly completed. Each bid envelope should be prepared in the following manner: Addressed to: City of Bremerton WWTP Attn: Patric Coxon, Forestry Division Manager 1600 Oyster Bay Avenue S Bremerton, WA 98312 Bid Form Requirements Bids must be submitted on the Bid Form (Section III -A) attached to the draft contract. The following information must be entered on the Bid Form: 1) Bids should include all costs related to the completion of the Work. 2) A Unit Bid Price and a Unit Total must be entered for all of the Units in the contract. All Unit Totals for the contract must be summed and entered as the Contract Price. In the event of a difference between the sum of all Unit Totals and the Contract Price, the individual UnitTotals shall prevail. 3) All Bid Forms (Contract Sections III -A, B, & C) must be signed in ink. If the bid is made by corporation, it shall be signed by the corporation's authorized designee. Incomplete or unsigned bids may be rejected. Offer to Contract Your Invitation to Bid is a solicitation to offer to contract with the City of Bremerton. All bids shall remain firm foraperiod of 60 calendar days after the bid opening. Your bid becomes part of a contract if it is officially awarded by the City of Bremerton with a contract award letter. Bidder Insurance All insurance and surety bonds should be issued by companies admitted to do business within the State of Washington and have a rating of A-, Class VII or better in the most recently published edition ofBest's Reports. Any exception shall be reviewed and approved by City's risk manager before the contract is accepted. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. Bid Opening At the time and date specified in the bid delivery clause above, all bids will be opened. Withdrawal of Bid A bidder's authorized representative may withdraw a bid in person before the opening of any one of the bids. Bidder's representative will be required to show photo identification and sign on the bid summary sheet before the bid will be released. D-,.,., 7 Rejection of Bids To be considered, bids must conform to the above requirements, except that the City of Bremerton may waive informalities and minor irregularities in bids received. The City of Bremerton reserves the right to reject any orall bids received. Lowest Responsible Bidder Award of the contract shall be to the lowest responsible bidder as determined by the City of Bremerton. In determiningthe lowest responsible bidder, in addition to price, the following may be considered: (a) the bidder's ability, capacity, and skill to perform the contract; (b) the bidder's character, integrity, reputation, judgment, experience, and efficiency; (c) whether the bidder can perform the contract within the time specified; (d) the quality of the bidder's previous contract performance with the City of Bremerton or other landowners; and (e) the bidder's previous and current compliance with laws relating to the contract or services. The City of Bremerton determination that a bidder is not qualified may result in rejection of the bid submitted. Any bidder who has had unsatisfactory performance resulting in the termination of a City of Bremerton silviculture contract, will not be considered a responsible bidder unless the bidder provides forest industry references demonstrating acceptable performance on at least one contract with like work (same activity as they are bidding on) since the time of termination. The City of Bremerton reserves the right to contact references and make its own judgment regarding bidder's reliability. Award Letter The City of Bremerton will make every effort to mail an award letter with instructions and the contract to the successful bidder within fifteen (15) business days of bid opening. Conditions on Award Within ten (10) business days after the bidder receives their award letter, the City of Bremerton must receive the insurance certificate at the City of Bremerton WWTP. The Forestry Division Manager specified in the contract may extend this time upon written request. If the bidder fails to submit the above items within the time specified, the City of Bremerton may consider the contract award rejected. Right to Amend Invitation to Bid The City of Bremerton reserves the right to amend this Invitation to Bid, in which case City of Bremerton will notify all known bidders prior to bid opening. Special Remarks • Term of contract: February 12, 2018 to June 30, 2018 Unique or special requirements: All Scotch broom over two (2) feet in height shall be cut regardless of proximity to conifer trees. • It is the contractor's responsibility to check the IFPL (Industrial Fire Precaution Level) and comply with conditions and restrictions. • Gate keys can be checked out at: The City of Public Works & Utilities Office, I00'Oyster Bay Avenue North, Bremerton WA 98312 (Chris Mottner Facilities Supervisor) Monday through Thursday from 8 AM to 4:30 PM. • If you would like to be considered for future contracts, please submit a valid E -Mail address. City of Bremerton PRE -COMMERCIAL THINNING; Contract Number ##2018 PCT Contract Digest: ■ Definitions SECTION I — CONTRACT CLAUSES A. General Provisions B. Specifications for the Activity C. Compliance Inspection and Payments SECTION II — MAPS AND UNIT INFORMATION A. Unit Descriptions B. Unit Maps C. Vicinity Map SECTION III — FORMS FOR BIDDER TO COMPLETE A. Bid Form B. Contractor's Declaration of Industrial Insurance Status C. Solicitation to Offer and Contract Award Dann A DEFINITIONS `Buffer Zone' means an area designated to be left along roads or other features in which there will not be cutting. `Compliance Forester(s)' means the City of Bremerton (COB) staff person(s) identified in the Pre - Work Conference who perform the compliance inspections, approve Work, recommend payment to the Forestry Manager, manage the Work Schedule, and assist with sapling distribution. `Conifer' means a tree that is a Douglas -fir, true fir, pine, hemlock, spruce, orcedar. `Forestry Division Manager' means the COB staff person who processes this contract, makes payments, provides and facilitates dispute resolution, provides technical advice to the Compliance Forester, and is the first point of contact for questions relating to this contract or interpretation of Work. The Forestry Division Manager may perform the duties of the Compliance Forester. `Contractor' means the business entity engaged with COB to complete the terms ofthiscontract. `Contractor Selection of Leave Trees' means crop and leave trees are unmarked and will be selected by the Contractor. `Crop Tree' means the largest undamaged conifer trees with good form and free of disease. `DBH' means Diameter at Breast Height, a point on the tree stem four and one-half feet above ground level. `Designated Contract Representative(s)' means those individual(s) designated by Contractoron the Pre -Work Form during the Pre -Work Conference. `Force Majeure' means those acts that are unforeseeable and beyond the control of either party to the contract. Acts of Force Majeure include, but are not limited to acts of God, the public enemy, fire, or other casualty. `Hardwood' means any tree or tall shrub with broad leaves. Examples include alder, elderberry, big leaf maple, vine maple, madrone, cottonwood, cherry, and willow. `Inspection Plot' is a systematic field measurement used by the Compliance Forester to assess and rate Contractor performance. `Leader' is the topmost shoot of a tree. While some trees may have multiple tops, the `Leader' isthe tallest and most dominant. `Mechanical Treatment' means the use of power saws, axes, or other approved tools to remove trees. `Pre -Work Conference' is the meeting between COB and Contractor after award of the contract and before commencement of Work. Its purpose is to agree upon logistics and the Work Schedule. `Severely Suppressed Conifer' means a Conifer which is unlikely to respond to release treatment or likely to be damaged during the felling of Hardwood trees less than 5" dbh. These typically are found under a heavy canopy of Hardwood trees and are less than half the height the Hardwood trees, and are often spindly, sparsely needled, and leaning. Douglas -fir, true fir, or white pine with drooping or bending stems (other than fresh new growth) should be considered `Severely Suppressed'. D -nn C `Slash' means all debris created on the Work area by the pre -commercial thinning operation. `Surplus Trees' means all trees designated for cutting. `Thinning' means the cutting down of trees according to the specifications of this contract. `Unit' is the individual geographical area on which Work will be done. Each Unit is specifically identified by number on the Unit Description (Section Il -A), corresponding Unit Map (Section II -B), and Bid Form (Section III -A). `Unit Bid Price' is the rate per acre, written in the Unit Bid Price column of the Bid Form (Section III- A). `Unit Total' is the total amount (in dollars) that Contractor agrees to be paid for each Unit, written in the Unit Total column of the Bid Form (Section III -A). `Work' means the services the Contractor is required to satisfactorily complete in this contract, according to the requirements of Section I (Contract Clauses), and within the Units described in Section II (Maps and Unit Information). `Work Schedule' means the approved order and timeline for how the requirements of thiscontract, including Work on individual Units or groups of Units, will be fulfilled by the Contractor. D i... G SECTION I -A: GENERAL PROVISIONS A-1 Contractor's Warranty Contractor warrants that it has had an opportunity to fully inspect the contract area and entersthis contract based upon its own judgment of the costs of performing the Work, formed after its own examination and inspection. Contractor also warrants to the City of Bremerton (COB) that it enters this contract without any reliance upon the sapling estimates, acreage, pre-bid documentation, or any other representation by COB, including but not limited to: A. Conditions bearing upon transportation, disposal, handling, and storage of materials; B. Availability of labor, water, electric power, and road; C. Uncertainties of weather, river stages, tides, or similar physical conditions at the Unit(s); D. The confirmation and conditions of the ground; E. Seasonal conditions that may affect the timing and use of materials needed for the Work; and F. The character of equipment and facilities needed to complete the Work. Any failure of Contractor to take the actions described in this Clause will not relieve Contractor from responsibility for properly estimating the cost of completing this contract. A-2 Modifications Waivers, modifications, or amendments of the terms of this contract must be in writing signed by Contractor and COB to become effective, except, the Forestry Division Manager may modify or cancel this contract pursuant to A-5 without consent or signed by the Contractor. A-3 Contract Complete This contract is the final expression of the parties' agreement. There are no understandings, agreements, or representations, expressed or implied, which are not specified in this contract. A-4 Scope of COB Advice No advice by any agent, employee, or representative of COB regarding the method or manner of performing shall constitute a representation or warranty that said method, manner or result thereof will conform to the contract or be suitable for Contractor's purposes under the contract. Contractor's reliance on any COB advice regarding the method or manner of performance shall not relieve Contractor of any risk or obligation under the contract. Contractor retains the final responsibility for its operations under this contract and COB shall not be liable for any injuries resulting from Contractor's reliance on any COB advice regarding the method or manner of performance. A-5 Contract Modification or Cancellation The Forestry Division Manager reserves the right to modify or cancel this contract in part or whole without cause upon thirty (3 0) days' notice. Contractor shall be paid only for Work performed satisfactorily prior to cancellation ofthe contract. Any modification or cancellation of this contract by the Forestry Division Manager under this section does not require consent of the Contractor or a writing signed by the Contractor. D- 7 A-6 Compliance with all Laws Contractor shall comply with all laws and regulations of the United States, State of Washington, Kitsap County and the COB where the Work is located. Contractor will make any payments, contributions, remittances, and reports or statements required under those laws. A-7 Licenses and Permits Contractor shall, without additional expense to COB, obtain all required licenses and permits necessary for executing the contract. A-8 Performance Security Contractor agrees to furnish, within ten (10) business days of receipt of the award letter, security in the amount of ten percent (10%) of the total awarded contract price. The security shall be in the form of certified check or cashiers' check made payable to the City of Bremerton (COB), an irrevocable letter of credit, or a savings account assignment. A letterof credit must comply with Title 62A RCW, Article 5. This security guarantees performance ofthis contract and payment of any damages resulting from Contractor's noncompliance with any contract provisions, negligent or imprudent actions, or the law. Performance security must remain in full force over the duration of the contract. In the event COB needs to utilize the security, Contractor may be required to replace the portion(s) utilized within five (5) business days of receiving written notice from COB. Contractor shall not operate unless the performance security has been accepted by COB. If at any time COB decides that the security document or amount has become unsatisfactory, Contractor agrees to suspend operations and, within 30 days of notification, to replace the security with one acceptable to COB or to supplement the amount of the existing security. A-9 Indemnity To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless COB and all officials, agents and employees of COB, from and against all claims arising out of or resulting from the performance of the contract. "Claim" as used in this contract means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys' fees, for bodily injury, sickness, disease or death, or injury to or destruction of tangible property including loss of use resulting therefrom. Contractor's obligations to indemnify, defend, and hold harmless includes any claim by Contractor's agents, workers, or representatives. Contractor expressly agrees to indemnify, defend, and hold harmless COB for any claim arising out of or incident to Contractor's performance or failure to perform the contract. Contractor's obligation to indemnify, defend, and hold harmless COB shall not be eliminated or reduced by any actual or alleged concurrent negligence of COB or its agents, employees and officials. Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless COB and its agencies, oificials, agents orernpipyees. A-10 Insurance The Contractor 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 Contractor, its agents, representatives, employees, or sub -Contractors. All insurance should be issued by companies admitted to do business within the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. Before beginning work on the project described in this Agreement, the Contractor shall provide a Certificate of Insurance evidencing: 1. Automobile. Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. C'omrnereial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and no less than $2,000,000 general aggregate for personal injury, bodily injury, property damage, advertising injury and products/ completed operations. Coverage shall include but not be limited to: logger's broad form; blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. If Contractor fails to comply with all state of Washington workers' compensation statutes and regulations and COB incurs fines or is required by law to provide benefits to or obtain coverage for such workers, Contractor shall defend and indemnify COB. Any payment of deductible or self-insured retention shall be the sole responsibility of the Contractor. 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. COB shall be named as an additional insured on the Commercial General Liability insurance policy and Automobile Liability, as respects work performed by or on behalf of the Contractor and a copy of an endorsement that is acceptable to COB, which names the COB as an additional insured shall be attached to the Certificate of Insurance. COB reserves the right to receive a certified copy of all the required insurance policies and endorsements. COB further reserves the right to reject any unacceptable policies and/or endorsements. The Contractor'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 Contractor's insurance shall be primary and non-contributory insurance as respects the COB and shall contain a waiver of subrogation against the COB for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Contractor to advise the City of Bremerton Risk Management Specialist by fax at (3 60) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn: Risk Management, 345 6th Street, Suite 600, Bremerton, WA 98337 within two 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. COB 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. A-11 Safety Compliance Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Work. A. During the contract performance, Contractor shall protect the lives and health ofworkers performing the Work and other persons who may be affected by the Work and prevent damage to property at the Unit or adjacent to it. Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public body having jurisdiction forthe safety of persons or property or to protect them from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. B. In an emergency affecting the safety or life of its workers or adjoining property, Contractor is responsible to act to prevent such threatened loss or injury. Within 24 hours of any emergency, Contractor shall notify the Compliance Forester. Contractor shall prepare an incident report and submit it to COB's Forestry Division Manager within five (5) business days following an emergency if directed to do so by the Compliance Forester. C. The Compliance Forester reserves the right to shutdown the work site when any condition of imminent danger is present. The work site will remain shut down until the danger has been removed by the Contractor. A-12 Venue Disputes arising under this contract shall first be submitted to the City of Bremerton Public Works & Utilities Office. If the parties are not able to resolve the dispute using the Dispute Resolution process described below, venue shall be in Kitsap County Superior Court. A-13 Dispute Resolution Before initiating any litigation over the terms of this contract, Contractor commits to the following process: D. Any concerns or disputes which Contractor has relating to this contract shall first be brought to the attention of the Compliance Forester. E. If the Compliance Forester is unable to resolve the dispute to Contractor's satisfaction, Contractor will notify the Forestry Division Manager in writing of its dispute with specificity. The Forestry Division Manager will review and provide a written suggestion for resolution within ten (10) business days. F. If Contractor is not satisfied with the Forestry Division Manager's response, it will notify the Public Works Director in writing of its dispute. The Public Works Director will review and set a meeting with Contractor within fifteen (15) business days, unless Contractor agrees to a longer period. After the meeting, the Public Works Director will provide a written response. A-14 Subcontracting Contractor shall not enter into any subcontract or assignment of this contract. A-15 Nondiscrimination During the performance of this contract, Contractor shall comply with all federal, state and COB nondiscrimination laws, regulations, and policies. In the event of Contractor's noncompliance 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 Contractor may be declared ineligible for further contracts with COB. Contractor shall, however, be given a reasonable time in which to cure this noncompliance. A-16 Pre -Work Conference Contractor shall attend a Pre -Work Conference before beginning Work. The Compliance Forester will notify Contractor of the time and place of the Pre -Work Conference. A-17 Purpose of the Pre -Work Conference The purpose of the Pre -Work Conference is for COB and Contractor to agree upon and document the following on the Pre -Work Conference Form: A. Name(s) and contact information for Contractor and Designated Contract Representative(s), including all personnel authorized to sign Unit completion forms and payment invoices; B. Names(s) and contact information for the Forestry Manager and Compliance Forester(s); C. The Work Schedule for this contract; Time interval(s) at which Units will be processed for payment; and D. Clarification of any unique requirements or conditions of the Work within this contract prior to commencing Work. A-18 Work Delay Contractor shall promptly notify the Compliance Forester of any actual or anticipated event which is delaying or could delay the Work, including the expected duration of the delay, the anticipated effect of the delay on the schedule, and the action being or to be taken to get back on schedule. The notification does not relieve Contractor of its obligation to complete the Work within the time required by this contract. A-19 Non -conformances with Work Schedule If Contractor is not in conformance with the Work Schedule for reasons other than acts of Force Majeure, Contractor shall bring its activities into conformance with the schedule or requestthe Compliance Forester to revise the schedule to reconcile with the actual progress of the Work. The Compliance Forester may require a meeting prior to granting a revision. A revision to the Work Schedule for one Unit shall not change the timing for any other Unit unless expressly authorized. In the event the Contractor stops Work or if the initial start-up is delayed for a period of one (1) week or more, a new Pre -Work Conference may be required. A-20 Work Days Work shall only proceed on regular Monday through Friday work days. Work on weekends oron designated State holidays requires written permission from the Compliance Forester. A-21 Breach of Contract Contractor's unsatisfactory performance of contract requirements shall constitute breach of contract. COB may require reworking of portions of Unit(s). A. If Contractor violates any provision of this contract, Compliance Forester, by written notice, may suspend the Work that is in breach. If the breach is capable of being remedied, Contractor has 15 days after receipt of a suspension notice to remedy the breach. If the breach cannot be remedied or Contractor fails to remedy the breach within 15 days after receipt of a suspension notice, COB may terminate the rights of Contractor underthis contract and collect damages. B. If the contract expires without Contractor having performed all its duties under this contract, Contractor's right to operate is terminated and Contractor shall not have the right to remedy the breach. This provision shall not relieve COB of any payment obligations for work already completed by Contractor, subject to any expense incurred by COB, per subparagraph C below. C. COB has the right to remedy the breach in the absence of any indicated attempt by Contractor or if Contractor is unable, as determined by COB, to remedy the breach. Any expense incurred by COB shall be charged to Contractor and shall be paid within 30 days of receipt of billing. _ Dom..., 1 1 _. For any breach by Contractor, including failure to comply with the Work Schedule, Contractor may be considered to have defaulted on the contract. If COB determines that the contract is in default, it may exercise its right to terminate the contract, and/or recover damages from Contractor. The remedies available to COB in this section are in addition to its right to modify or cancel the contract, per section A-5 of the contract. A-22 Washington State Forest Fire Protection Requirements Contractor and workers shall be familiar with the Washington State Forest Fire Protection Requirements and adhere to them. These requirements are found in Revised Code of Washington Chapter 76.04. A-23 Fire Extinguishers Personal fire extinguishers are required for each saw operator. Any fire waiver must be applied for through the DNR's Region Fire Control Manager, who may be reached at or360-825-1631. If a fire waiver is granted, Contractor shall abide by the provisions of the waiver, and provide a copy of the waiver to the Compliance Forester. A-24 Spark Arresters All of Contractor's spark emitting engines will be equipped with spark arresters. The National Wildfire Coordinating Group (NWCG) provides lists of approved spark arrestors. The lists can be found at www.fs.fed.us. A-25 Inspection COB may inspect the Units for adherence to regulations, as well as presence, functionality, and serviceability of fire tools. Any inspections by COB shall not limit Contractor's liability for failure to adhere to applicable regulations. A-26 Open Fires Contractor shall not build any open fires at any time of the year in the contract area withoutfirst obtaining written permission from the Compliance Forester. A-27 Removal of Merchantable Products Contractor is prohibited from removing merchantable or potentially merchantable products from the Units for commercial use. Separate approval by agreement or contract with COB is required for removal of firewood, poles, posts, and other merchantable or potentially merchantable material. A-28 Garbage Contractor shall dispose of garbage brought onto COB lands in garbage disposal areas meetingall state, county, and local requirements. Garbage includes materials used for equipment maintenance, abandoned equipment, containers, and other expended materials. A-29 Camping Contractor is prohibited from using or authorizing its workers to camp on City managed lands. A-30 Abbreviations The following Seedling species abbreviations will be used: AF = Subalpine fir; AS =Quaking _. _.. .. D-,..., 17 aspen; BC = Black cottonwood; DF = Douglas -fir; GF = Grand fir; LP = lodge pole pine; MA = Big leaf maple; MH = Mountain hemlock; NF = Noble fir; PP = Ponderosa pine; RA = Red alder; WRC = Western red cedar; SF = Pacific silver fir; SS = Sitka spruce; WH = Western hemlock; WL= Western larch; WO = Willow; WP = Western white pine; YC = Alaska yellow cedar. A-31 Term of Contract The term of this contract is from Monday, Februaryl2, 2018 to Friday - May 31, 2018. The contract shall not be extended without written permission from the COB Forestry Manager. A-32 Restroom Facilities Contractor to have workers use provided sani-can when working within the Union River Basin. SECTION I -B: SPECIFICATIONS FOR THE ACTIVITY B-1 Precedence between Sections Section I -B covers the general standards that apply over the whole contract. If a change is required on a site by site basis those differences will be outlined on the Unit Description Form (Section III -A). The site specific details found on the Unit Description Form should take precedence over these general guidelines when they exist. If special requirements noted in the Unit Description (Section II -A) conflict with requirements in this Section, the special requirements will prevail. B-2 Workers, Supervision, and Equipment Contractor shall provide: A. A minimum crew size of 10 workers, and a maximum crew size of 14 workers, unless otherwise approved by the Compliance Forester; and B. Adequate crew supervision, including at least one qualified, English speaking foreperson per crew, unless otherwise allowed by the Compliance Forester. The foreperson must have one season (at least three (3) months) of hand cutting experience in a forest setting. Documentation of a foreperson's experience shall be provided to COB upon request. B-3 Boundaries The boundaries depicted on Unit Map (Section II -B) delineate the Work area. Contractor is responsible for completing all Work to boundaries. The Work boundaries will consist of easily identifiable features (including but not limited to roads, streams, or abrupt changes in foresttype or age). Flagging will be used for areas where identifiable features are absent. Contractor is responsible for understanding the location of all boundaries. Failure to complete Workto boundaries in any Unit renders Work in that Unit incomplete, and no payment will be made to Contractor for any Work on that Unit. No payment will be provided for Unit(s) with Workthat extends beyond Unit boundaries. Work extending beyond Unit boundaries will be considered breach of contract. B-4 Treatment Specifications Thinning Methods Selection of leave trees or crop trees will be made by the Contractor according to the following specifications as well as those found in the Unit Description table (Section II -A). Two contrasting thinning procedures are recognized. The particular method to be used is designated for each unit on the Unit Description Table. These are Simple Spacing Thinning and Diameter Limit Thinning. A. Simple Spacing Thinning When thinning on a spacing basis, Contractor will select and leave uncut the largest live conifer trees of good form and vigor that will maintain the average spacing designated in the Unit Description Table. To maintain average spacing, Contractor may not need to cut as many trees immediately adjacent to gaps. However, clumps or patches should not be left un -thinned to make up gaps in the stand. If the Compliance Forester determines that narrower spacing is appropriate for portions of a Unit, 10'x 10' spacing will be used. Spacing is the average distance between trees that will result in the correct number of tree left per acre. The number of trees left per acre will be measured by COB to determine compliance with the Per Acre Zone of Acceptance as described in Clause C-02. B. Diameter Limit Thinning When thinning on a diameter limit basis, Contractor shall cut trees smaller than the diameter limit, specified in the Unit Description, and will leave uncut the largest live conifer trees of good form and vigor that will maintain the spacing designated in the Unit Description. Contractor will only cut trees larger than the diameter limit when individual trees are clearly diseased, damaged, or deformed. As a general rule, D--- 1A small trees growing into the canopy of the larger trees will be cut. Spacing will be determined by the average number of trees left uncut per acre, including trees both above and below the diameter limit. Contractor shall not damage the stand by cutting trees that will create undesirable gaps in the stand. The number of trees left per acre will be measured by COB to determine compliance with the Per Acre Zone of Acceptance as described in Clause C-02, except when desirable trees exceeding the diameter limit comprise a majority of the total tree count. In that case, the Per Acre Zone of Acceptance will be increased by the number of trees above the diameter limit exceeding a simple majority. C. All damaged or deformed trees as described below shall be cut, except when their removal will create gaps in the stand with dimensions greater than twenty-five (25) feet in width. 1. Trees with scars or open wounds on the lower stem involving more than one-half (1/2) of the circumference of the stem. 2. Trees with more than twenty (20) degrees lean or trees with crook or sweep in the lower stem protruding outward from a straight line more than twelve (12) inches. 3. Trees with broken stems or girdling of the stem where only the lower part of the living crown remains. 4. Trees with double tops of forked trees when other more suitable trees are available. D. All diseased trees as described below shall always be cut, regardless of gaps created. 1. Trees with thin, ragged crowns with yellowing needles typical of Phellinus (Poria) weirii and Armillaria mellea infection (root rot). 2. Western hemlock infected with dwarf mistletoe in western Washington. 3. Any white pine that exhibits traits of white pine blister rust, such as stem cankers and red - flagged foliage, when other more suitable trees are available. E. Conifer trees shall not be cut when their removal will create gaps in the stand larger than twenty-five (25) feet in width. B-5 Cut Trees will be cut below the lowest live limb and cut completely free of the stump. Cut trees must not be left "hung up" or leaning against crop trees. Stumps shall not exceed a twelve (12) inch height unless snow conditions prevent this. In no case shall stumps exceed an eighteen (18) inch height. B-6 Progression of Daily Work Contractor work shall progress in an orderly fashion to avoid accidentally leaving untreated areas, with workers regularly connecting treated areas. At the end of each work day, no "islands" of untreated areas shall be left within areas that have been treated. B-7 Trees felled into streams shall be removed and streams shall be left in their original state. If certain streams will be protected and cutting will not be permitted within the specified area, they will be marked on the ground and designated on the Unit Map. D- 1 C B-8 Fences and Improvements Contractor shall not damage fences and other improvements within or adjacent to the Units during the thinning operation. Any such damage will be repaired at Contractor's expense. Trees adjacent to fences or other improvements shall be felled away. All slash falling on fences and other improvements shall be removed and distributed back into the unit by Contractor. Trees and slash felled onto lands not owned by the COB shall also be removed and distributed back into the unit. B-9 Slash in Roads and Buffer Zones Slash or debris resulting from the pre -commercial thinning operation, that falls into roads, ditches, 5 feet from top of road banks, within 10 feet of inlets & outlets of culverts, or designated buffer zones, shall be removed by Contractor and redistributed within the thinned Unit(s) at the end of every day, or more often on well -traveled roads. D- 1C SECTION I -C: UNIT COMPLIANCE INSPECTION AND PAYMENT C-1 Determination of Payment Compliance and payment for work performed will be based on the following: A. Work completed to boundaries (see Clause B-3). If work extends beyond unitboundaries, charges may be levied against the Contractor by the COB for damages suffered, or other parties suffering damages. C-2 Determination of Satisfactorily Completed Work Satisfactorily completed work will be determined using the following criteria: A. The Compliance Forester will establish circular plots, generally either 1/100th acre (11.8 foot radius horizontal distance) or 1/50th acre (16.7 foot radius horizontal distance), to check contract specifications compliance and as a basis for determining satisfactory quality. B. The Compliance Forester will attempt to measure a minimum of two (2) 1/5 01h acre plots or four (4) 1/100`h acre plots for each five (5) acres accomplished. C. The Compliance Forester will determine acceptable spacing and number of trees per acre as specified in the Unit Description Table for the unit based on the following Per Acre Zone of Acceptance: PER ACRE ZONE OF ACCEPTANCE Number of Crop Trees Spacing Minimum I Average Maximum 10.5'x 10.5' 365 395 360(18) 415 380(20) 320(17) 278(15) 11' x 11' 330(16) 12'x 12' 273(13) 303(15) L 258(13) 13'x 13' 228(11) 14'x 14' 192(9) 222(11) 194(l 0) 242(13) 15'x 15' 164(8) 214(12) 16'x 16' 140(6) 170(8) 190(10) 17'x 17' 121(6) 151(7) 134(6) 121(6) 171(9) 154(8) 140(7) 18'x 18' 104(5) 19' x 19' 100(5) D. The required number of "crop trees" per acre must fall between the maximum and minimum as listed in the Per Acre Zone of Acceptance and as specified by spacing in the Unit Description Table, or Work on the Unit will be considered unsatisfactory. Example: In a 12' x 12' spacing basis, every plot should contain 13 to 17 properly selected crop trees except for gaps (Clause B-4). C-3 Unsatisfactory Work Compliance The COB Representative will inspect the contract work to determine if treatment is satisfactory. The Contractor will be notified of any unsatisfactory unit(s) or parts thereof. A. Removal of crop trees or poor selections of crop trees for any reason is defined as stand damage. B. If overcutting of acceptable crop trees leaves a maximum treeless space (dimensions shown below) on one- half (1/2) of the compliance plots installed, or if any one such gap exceeds three times the spacing requirement, the work on that unit will not be paid for. More severe damage will result in cancellations of the contract and forfeiture of the performance/damage deposit. C. If undercutting occurs according to the contract specification, payment will be withheld on the unsatisfactory unit(s). The Contractor shall return at no additional expense to the COB, and re -treat unsatisfactory unit(s) or parts thereof. In the event the contract is terminated for unsatisfactory performance, payment will be made as set forth in Clause C-05 below for work satisfactorily completed. D. All undercutting work must be corrected to the satisfaction of the COB Representative before work may be performed in any other portion of the unit or other units. C-4 Payment Schedule The default payment schedule will be one monthly payment to Contractor, following completion of each full calendar month, unless otherwise approved by Forestry Division Manager. If a different schedule is requested by either party, it will be agreed upon during the Pre -Work Conference (Clause A-16) and will be set forth in the Work schedule. Payment shall be made as follows: A. L&I Insurance Premiums COB shall retain ten percent (10%) of all payments due to Contractors who hire workers as security for Labor & Industries industrial insurance premiums owed for its workers. After completion of the contract, and upon determination that Contractor has met all financial obligations for industrial insurance premiums related to the contract, the 10% retainage will be returned to Contractor. B. Partial Payment Contractor may request partial payment when part of a Unit is completed. C. Unit Completion Form Contractor or Designated Contract Representative shall sign the Unit Completion Form after completion of each Unit or partial Unit being submitted for payment, or at the conclusion of work and completion of the Compliance Inspection for each Unit. The Compliance Forester will make payment recommendations for the invoice and forward the Unit completion form to the Forestry Division Manager for processing. Maximum Treeless Space Permitted (ft.) Spacing ft. l l' x 11' 22'x 22' 12'x 12' 24'x 24' 13'x 13' 26'x 26' 14'x 14' 28'x 28' 15'x 15' 30'x 30' C. If undercutting occurs according to the contract specification, payment will be withheld on the unsatisfactory unit(s). The Contractor shall return at no additional expense to the COB, and re -treat unsatisfactory unit(s) or parts thereof. In the event the contract is terminated for unsatisfactory performance, payment will be made as set forth in Clause C-05 below for work satisfactorily completed. D. All undercutting work must be corrected to the satisfaction of the COB Representative before work may be performed in any other portion of the unit or other units. C-4 Payment Schedule The default payment schedule will be one monthly payment to Contractor, following completion of each full calendar month, unless otherwise approved by Forestry Division Manager. If a different schedule is requested by either party, it will be agreed upon during the Pre -Work Conference (Clause A-16) and will be set forth in the Work schedule. Payment shall be made as follows: A. L&I Insurance Premiums COB shall retain ten percent (10%) of all payments due to Contractors who hire workers as security for Labor & Industries industrial insurance premiums owed for its workers. After completion of the contract, and upon determination that Contractor has met all financial obligations for industrial insurance premiums related to the contract, the 10% retainage will be returned to Contractor. B. Partial Payment Contractor may request partial payment when part of a Unit is completed. C. Unit Completion Form Contractor or Designated Contract Representative shall sign the Unit Completion Form after completion of each Unit or partial Unit being submitted for payment, or at the conclusion of work and completion of the Compliance Inspection for each Unit. The Compliance Forester will make payment recommendations for the invoice and forward the Unit completion form to the Forestry Division Manager for processing. D. Final Payment The Forestry Division Manager shall sign the Contractor's Billing Invoice and Compliance Report form at the conclusion of work on each Unit or group of Units, as determined by the payment schedule agreed upon during the pre -work conference. Final payment will not be made to the Contractor unless the Compliance Report form is signed by the Contractor or Designated Contract Representative and the Forestry Division Manager, and "final" payment is designated thereon. E. Verification Traverse If a Unit's acreage is disputed, Contractor may request a verification traverse by COB. The request must be in writing and signed by Contractor. COB will base the rate of pay on the acres determined from the verification traverse. If the net acres specified in the Unit Description (Section II -A) are correct within plus or minus five percent (f5%) after the verification traverse, Contractor shall pay for the verification traverse at a rate of tendollars ($10.00) per one hundred (100) feet of traversed boundary. The traverse will be either a field GPS traverse or computer GIS with aerial photography verification. D--- 1n a � c o0 E- 0 r o_ C VI d n a ., °c E r, v F 5 � v - v ry �^3 0) r c C h u E ar v v v v a0�+ N 0 m 0 VI o rA Y 7 u m � 7 Q a n O a > 0 ` u cu aci w aci cp o a ?� 3 3 3 3 m m Y cuy N C C m w 01 00 00 > > > > O1 ✓ C C -E C ro ro ry m a m v a +' - c c c c v v — v — v c a, 3 Ln , W o LL LL LL a 3 -O a a n v ❑ ❑ ❑ LL ❑ 3 v w O v a E O E O E •� `� +' +' +' a.+ a+ OJ C y voa d E a s a c a o c m m a x m Do U cn cn rii Ln ❑ a 'n r°n E > > rri O « m a 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 00 �+ ii b a m�- in N Ln N vi N in N rn N Ln N Ln NN Ln Ln N Ln NN LI) rn N Ln N Ln N U) N Ln N LO N Ln N L M c L) "' C Q% M M N m m m m m m M m m M m m m M M M c`D v •-I X x H x N X H X N x N X N x e -I x a -I X N x •--I x N x •--I x N x N X H X H x p y: fam F y m mm m m m m m m m m m m m m m m m 4! as a0 00 a0 m m Ca m o0 m m a0 m 00 w m 00 m C O 0 V m U m V m V m V m U m U m U m U m U m V m V m U m V m U m U m U a V iv } C t n V1 o N n V1 n lA n VI n N n V1 n Vl n VI n V1 n N n N n VI n V1 V1 n V1) VI a V1 O E y w v v w m m v m v w v N o a v v v v E E E E E E E E E E E E E E E E E E in In in In in in in in in in in in in in in in in in C d Q d a d d d d a a d d a a a z z cc ac z z C z s a OF OF 4 CF C v a a 4 4 v 4 4 a a a a v v v Z3 oT x x x x x 3 x x 2 3 x 3' M LL x i LL: o m d m a V � m m Lnm Qi d LC ❑ LL ❑ LL ❑ Ll. ❑ 11 ❑ 6L ❑ ll ❑ lL ❑ LL ❑ LL ❑ UL ❑ LL ❑ LL ❑ 3: 2 LL' ❑ LL ❑ cr 3 2 LL ❑ C H u L u LJ u CJ U U 0 U CY U U a u 0 a u CLr N W r4 r -I m N t0 M 01 W 0) m uQ N N 11 Ln .m -I -1 N d Ln` C 7 C 7 N � C 7 0/ 00 U U Sk 7L a06 O — C a, — a L yr v1 ca LL p E E E K > m O N rn ~ z z c D_ z ❑ m v > a -cu^ m v 0 co co C O V d C07 C07 C07 O z N v cr s a -j u � m ~ o m —1 K O + O cc cc N ❑ n LL N N r-4 a a m Ym N -1 N N N r -I m a--1 Ln N m C N Gt Ct n m l0 r 00 l0 O rD M .-I rl O O O N N O - O N N O O O N N N N N N N N Cri N M r!1 w r- 00 Unit Map Section II -B: City of Bremerton Public Works & Utilities Pre -Commercial Thinning - Contract # 2018 PCT 21 22 #1 #2r� 28 27 w V ' t 5200 Gate �--- Gold Mt Access Road West Belfair Valley Road Forest Road Deadend Forest Road �- Property Line 2018 PCT Units 0 412.5 825 1,650 2,475 3,300 Feet Unit #1 Acres = 21 Unit #2 Acres = 18 R/gislarcmapprojects/contractmaps12018 PCT kd 1119/18 sc10000 (gold topl & gold rushl) Unit Map Section II -B: City of Bremerton Public Works & Utilities Pre -Commercial Thinning - Contract # 2018 PCT a I y s #4 e 1 h 1 22 23 #3 26 25 Gate _- - Gold Mt Access Road West Belfair Valley Road Forest Road Deadend Forest Road �- - Property Line 2018 PCT Units 0 412.5 825 1,650 2,475 3,300 Feet Unit #3 Acres = 22 Unit #4 Acres = 11 R/gis/arcmapprojectslcontractmaps/2018 PCT kd 7119118 sc10000 (gold rush 2 & onion flats) Unit Map Section Il -B: City of Bremerton Public Works & Utilities Pre -Commercial Thinning - Contract # 2018 PCT 426 4 �1 5 � #6 40" D� Gate Gold Mt Access Road — -- West Belfair Valley Road Forest Road Deadend Forest Road — -- Property Line 2018 PCT Units 7 4240 0 412.5 825 1,650 2,475 3,300 Feet Unit #5 =5 Acres; #6 =24 Acres; #7 = 6 Acres; #8 = 3 Acres; #9 = 4 Acres; #10 = 12 Acres R/gislarcmapprojects/contractmaps12018 PCT kd 1119118 sc10000 (units 5,6,7,8,9,10) Unit Map Section 11-B: City of Bremerton Public Works & Utilities Pre -Commercial Thinning -Contract # 2018 PCT 26 3122 #12 J r r* f• #14 R . qpa r f .tet " f K 36 J31; r 2100 3040 40 40 40 X,"e #16 7000 ''` } #15 I 30 0 N �•' Lam'" f 7100 o Gate �- - Gold Mt Access Road --- West Belfair Valley Road Forest Road Deadend Forest Road Property Line 2018 PCT Units 0 500 1,000 2,000 3,000 4,000 Feet Unit #11 = 4 Acres; #12 = 50 Acres; #13 = 9 Acres; #14 = 8 Acres; #15 = 13 Acres; #16 = 11 Acres R/gis/arcmapprojects/contractmaps/2018 PCT kd 1119118 sc12000 (units 11,12,13,14,15,16) Unit Map Section II -B: City of Bremerton Public Works & Utilities Gate - Gold Mt Access Road -- West Belfair Valley Road Forest Road Deadend Forest Road Property Line 2018 PCT Units 0 412.5 825 1,650 2,475 3,300 — Feet Unit #17 Acres= 9 Unit #18 Acres + 3 R/gis/arcmapprojects/contractmaps/2018 PCT kd 1119118 sc10000 sliver #1 —"li Vicinity Map Section II -C: City of Bremerton Public Works & Utilities Pre -Commercial Thinning - Contract # 2018 PCT 4000 to J i' 6. -.: El 50001! r � r � •ate i ,,�� � �rr� � : �.,' y Gate Gold Mt Access Road West Belfair Valley Road Forest Road Deadend Forest Road Property Line 2018 PCT Units 0 1,650 3,300 6,600 9,900 13,200 0119 —1 Feet R/gis/arcmapprojects/contractmaps/vicinity map2018 PCT kd 1119/18 sc40000 SECTION III -B: CONTRACTOR'S DECLARATION OF INDUSTRIAL INSURANCE STATUS INVITATION TO BID ON CONTRACT NUMBER 2018 PCT _ (For Bidder Use Only) The undersigned rcprescros that they operate as an individual, as a partnership, or as _ a corporation ineorporated in the State nf. U-) 0h t rt q . 'rhe undersigned further certifies that they will not be assisted by other individuals in t}rc performance of this Contract. For the purpose of Industrial Insurance prerainms payable In the t]epaltmcnt of Labor and Industries, every individual in a partnership or joint venture must sign this bid sheet. Individuals not m,_,ning iIic hid sheet but asslsrrrig with the Lon Ii ac! Work will be considered workers for the purpose of Industrial Insurance except at the express approval of the Department of Labor and Industries. Bidder's . wiw 4J 4 D VD!f @gjy ,.t.. L L C . Signatura A 1 0!�2 6 Titic_L]ury+pg ir Address City and State 0-0—n V=Lko. I W C, Business Phone 3-u 0) a Gt 4 C1 q Home Phone 31� i ` 5 `- To whom it may concern: Labor & Industries Account# Washington Business License #_f904 0 C)01 Additional Signatures The prirlrnw of this form is to inform persons engaged in contracting forest activities of their liabilities under the mandatory provisions ofthe Industrial Insurance Act, Title 11 W'W. The law provides benefits for a worker, injured in the course of his employment, or his family or dependents in case of death of the worker Worker is &fined in the law as every person engaged in the employment of an employer under Tille 51 RCW or everyperson working under an independent contract. RCW 51.08 1 m) As one whom contracts to pc rform forest :activrtic , You may regi lrc the assistance ofother individuals to complete this Contract In that case, you are required to establish an industrial insurance account with the t)Wpartment of i.ahor and Industries and pay the prescribed premium on behalfofyour workers. In the event you obtain the assislance of another person or persons to perform Work in connection with this Contract, regardless of the circumstances, you should contact the Department of labor and Industries at one of its stalewide service locations or its Olympia headquarters. You will then be provided with thenecessary information regarding opening an account, premium rales, and reporting requirements. Tho law atso provides that any agency or firm that lets a contract is liable far payment of industrial insurance premiums should the Ceritrac!or fail to do so. Theahency or f ml may also withheld money due the Conlraclor to insure payment of premium. Conseyturn[ly, failure to comply with the above rcgoircrne+a� could delaypaymcrrt of iclarncd runds. NOTE: Return one (1) copy of this form with each Bid Form (Section III -A) as per the Invitation to Bid. Page 20 SECTION III -C: SOLICITATION TO OFFER SOLICITATION TO OFFER (For Bidder Use Only) On condition of a Contract award for the Contract Price, the undersigned hereby offers and agrees to furnish services in compliance with all terms, conditions, and specifications of the Invitation to Bid on Contract Number 2018. Submittal of this offer with authorized signature constitutes complete understanding of all terms and conditions. Further, submittal of this offer constitutes acceptance of and agreement to comply with all terms and conditions of the Contract if awarded, and verifies that all services will be available throughout the period of the Contract. _Z)A—D —�D!r e.5U LL G (Riddu r's- N. ro D (city) ,`_ 1No.)qc� store) [5ia (Date) IL &I Indust ral Insurance Account No ) (Typed or Printed Name) _ (Farm Labor Contractor i irru.c i n) 47l 1�Y1 P Ir -- l--..`li_1.� (Title) Vcdcrml LD No ar ial 5ecunryNo.)- hone No.) �>n � e I r � �,-}� 1_ L CIS (5 ��,t�1 � 01C • c:� rn (C -Mail Address) Page 22 SECTION III -A: BID FORM CONTRACT NUMBER 2018 PCT INSTRUCTIONS: Bids should include all costs related to the completion of the Work. A Unit Bid Price and a Unit Total must be entered for all of the Units in the Contract. Each Unit Total is calculated by multiplying the Unit Bid Price (Per Acre) by the Unit Acres. All Unit Totals for the Contract must be summed and entered as the Contract Price. In the event of a difference between the sum of all Unit Totals and the Contract Price, the individual Unit Totals shall prevail. All Bid Forms must be signed in ink. If the bid is made by a corporation, it shall be signed by the corporation's authorized designee. Incomplete or unsigned bids may be rejected. At the following rates, the undersigned hereby offers and agrees to furnish materials, equipment, supplies, supervision, and services in compliance with all terms, conditions and specifications of the Invitation to Bid on Contract Number 2018 PCT Unit # Unit Bid Price on map Unit Acres (per Acre) Unit Total 1 21 — �s5. n - -- 2 18 ca o-0- Q 3 3 22 4 11 1 ._Q !►y$..5=os� --- 5 3�LIU�c� 24 6 Lab ,U o 1 6 7 3 . on$ _I_ 8 3 - --- -13-5.0-0 5 q_� 9 10 12 5, 11 4 135,Q0 12 50 13 9I3�o_ 85 .u_4 14 15 13 16 11 17 9 3 5 • 0 -18_ 3 13_5.ou yup Total acres 231 j Contract Price: 3 I Bidder's Name and Address: Signature: _ Title: _0 Lo h e r Company 0 t Viore,5k-cu LLC. NOTE: Detach and return this Section as per Invitation to Bid a v m m z 0 r0nim �O 7777b�bb � �az 0�,v I; Z v 7 C OI in CONTRACT AWARD (For City of Bremerton, Use Only) Contract Number 2018 is hereby awarded to City of Bremerton Public Works & Utilities, Forestry Division (Signature) Mayor Greg Wheeler City of Bremerton NOTE: Return one (1) copy of this form with each Bid Page 22 (Date) ACS " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 12/04/2017 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 have ADDITIONAL INSURED provisions or 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). PRODUCER CONTACT Dawn Bateman NAME: WCLA Insurance Agency (360)352-5033 x2 q/c, (360)352-1689 A/CONNo Ext): No): P O Box 2168 E-MAIL dawnb@loggers.com ADDRESS: EACH OCCURRENCE $ 1'000'000 INSURER(S) AFFORDING COVERAGE NAIC # CLAIMS -MADE OCCUR Olympia WA 98507-2168 INSURER A : American Forest Cas. Co., RRG INSURED INSURER B D&D Forestry, LLC INSURER C: 1913 Trilium Ln INSURER D: INSURER E: Centralia WA 98531-3466 INSURER F: COVERAGES CERTIFICATE NUMBER: 2018 REVISION 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. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1'000'000 CLAIMS -MADE OCCUR DAMAGE TO PREM SES Ea 0NcurrDence $ 100,000 MED EXP (Any one person) $ 5,000 X Logger's BFPD PERSONAL &ADV INJURY $ 1'000'000 A Y AFC103815-18 01/20/2018 01/20/2019 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2'000'000 X POLICY ❑ PRO ❑ LOC JECT PRODUCTS-COMP/OP AGG $ 2,000,000 Employee Benefits $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ ANYAUTO A OWN ED�/ SCHEDULED AUTOS ONLY /� AUTOS Y AFC103815-18 01/20/2018 01/20/2019 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident X HIRED �/ NON -OWNED AUTOS ONLY /� AUTOS ONLY Underinsured motorist $ 1,000,000 UMBRELLA LIAB OCCUR VZl_ "" ""'y" """ EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED I I RETENTION $ $ P` WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N/A AFC103815-18 01/20/2018 01/20/2019 PER OTH- WA Stop Gap STATUTE I "NJ ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1 ,000,000 If yes. describe under DESCRIPTION OF OPERATIONS below 1,000,000 E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is named as Additional Insured with respects to the operations of the named insured. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. 3027 Olympus Drive AUTHORIZED REPRESENTATIVE Bremerton WA 98312 ACORD 25 (2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Contract Award and Agreement with Simpson Sandblasting & Special Coatings, Inc. for Exterior Coating Replacement of Reservoirs 17 and 20 Study Session Date COUNCIL MEETING Date Department: A1 6 February 28, 2018 March 7, 2018 PW&U Presenter: Tom Knuckey Phone: (360) 473-2376 SUMMARY: Reservoirs 17 & 20 are each 1 -million gallon steel water reservoirs located side by side in East Bremerton. The exterior coating on each reservoir is failing. An exterior coating assessment report was prepared by Northwest Corrosion Engineering in January 2015 which included recommendations for recoating of the exterior of these reservoirs. The exterior of each reservoir will be abrasive blasted to remove the existing coating and a new coating system will be applied. Bids were opened on February 15, 2018. Four (4) bids were received. Simpson Sandblasting & Special Coatings, Inc. was the lowest responsible, responsive bidder in the amount of $627,323.34 including WA State sales tax. ATTACHMENTS: 1. Location Map; 2. Agreement; 3. Simpson Sandblasting Bid Schedule; 4. Bid Tabulation FISCAL IMPACTS (Include Budgeted Amount): This project is included in the 2018 Water Capital Budget. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to award the construction contract for Reservoirs 17 & 20 — Exterior Coating Replacement to Simpson Sandblasting & Special Coatings, Inc. in the amount of $627,323.34 including Washington State sales tax and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION Form Updated 01/02/2018 ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action f tlanrl�, Kcm;il Klila p -NIA D Park r,. r racylof) Project Site Ol 4, C C611 "0 a '"w° reme UP Oc I v ,M f1c. 4 air$, lk Niv,3l W45;e Kl!-.HJ) 0 Ilk I V"" f I a SECTION 00500 AGREEMENT THIS AGREEMENT is dated the day of in the year 2018 b y and between City of Bremerton (hereinafter called OWNER) and Simpson Sandblasting & Special Coatings, Inc. (Hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1. WORK. CONTRACTOR shall complete the WORK as specified or indicated in the OWNER's Contract Documents entitled RESERVOIRS 17 AND 20 - EXTERIOR COATING REPLACEMENT ARTICLE 2. CONTRACT TIMES. Substantial Completion for the WORK must be achieved not later than 100 calendar days from the date of Notice to Proceed. Final Completion and Acceptance of the Work must be achieved not later than 30 calendar days after Substantial Completion. ARTICLE 3. LIQUIDATED DAMAGES. OWNER and the CONTRACTOR recognize that time is of the essence of this Agreement and that the OWNER will suffer financial loss if the WORK is not completed within the time specified in Article 2 herein, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions and Supplementary Conditions. They also recognize the delays, expense, and difficulties involved in proving in a legal proceeding the actual loss suffered by the OWNER if the WORK is not completed on time. Accordingly, instead of requiring any such proof, the OWNER and the CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) the CONTRACTOR shall pay the OWNER 750 for each day that expires after the time specified in Article 2. ARTICLE 4. CONTRACT PRICE. OWNER shall pay CONTRACTOR for completion of the WORK in accordance with the Contract Documents in current funds the amount set forth in the Bid Schedule(s). ARTICLE S. PAYMENT PROCEDURES. CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions. (Contractor Initials) RESERVOIRS 17 AND 20 - EXTERIOR COATING REPLACEMENT AGREEMENT FEBRUARY 2018 00500-1 ARTICLE 6. CONTRACT DOCUMENTS. The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the WORK consist of this Agreement (Section 00500) and the following attachments to this Agreement: • Notice Inviting Bids (Section 00030). • Instructions to Bidders (Section 00100). • Bid Forms including the Bid, Bid Schedule(s), Information Required of Bidder, Bid Bond, and all required certificates and affidavits (Section 00300). • Performance Bond (Section 00610). • Payment Bond (Section 00620). • General Conditions (Section 00700). • Supplementary General Conditions (Section 00800). • Technical Specifications as listed in the Table of Contents, including appendices. • Drawings as listed in the List of Drawings. • Addenda numbers 1 to 1 . inclusive. • Change Orders which may be delivered or issued after Effective Date of the Agreement and are not attached hereto. There are no Contract Documents other than those listed in this Article 6. The Contract Documents may only be amended by Change Order as provided in Paragraph 3.04 of the General Conditions. ARTICLE 7. WAIVER OF IMMUNITY. The CONTRACTOR and OWNER acknowledge and agree that they have negotiated the following in accordance with the requirements of RCW 4.24.115 and the CONTRACTOR specifically waives his immunity under industrial insurance under Title 51 RCW. The CONTRACTOR and OWNER acknowledge and agree to the requirements for indemnification in paragraphs 00700 6.20 and 00800 SC -6.20. The provisions of this article shall survive the termination or expiration of this agreement. ARTICLE 8. SUSPENSION OF WORK AND TERMINATION The Contractor agrees to the right of the OWNER to suspend work or terminate this agreement as indicated in Article 15 of Section 00700 (Standard General Conditions) and Section 00800 (Supplementary Conditions). (Contractor Initials) RESERVOIRS 17 AND 20 - EXTERIOR COATING REPLACEMENT AGREEMENT FEBRUARY 2018 00500-2 ARTICLE 9. ASSIGNMENT No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. The OWNER, in its sole discretion, may refuse to allow the CONTRACTOR to assign any or all of its duties, rights and/or responsibilities under the Agreement, except with regards to an assignment of funds for security purposes. In the case of an assignment for security purposes the OWNER may condition its approval to the extent it deems necessary to assure that there will be adequate funds to complete the WORK and to pay a subcontractors and suppliers. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents. IN WITNESS WHEREOF, OWNER and CONTRACTOR have caused this Agreement to be executed the day and year first above written. OWNER: City of Bremerton CONTRACTOR (signature) (signature) By Greg Wheeler. Mayor By (printed name) (printed name) [CORPORATE SEAL] Attest Attest Address for giving notices Address for giving notices City of Bremerton. Engineering, 345 61h St, Ste 100 Bremerton WA 98337 License No. Approved as to Form: Agent for service of process: (Signature) City Attorney (Title) RESERVOIRS 17 AND 20 — EXTERIOR COATING REPLACEMENT AGREEMENT FEBRUARY 2018 00500-3 BID CHEDULE RESERVOIRS 17 AND 20 — EXTERIOR COATING REPLACEMENT The following Bid Schedule must be filled out in accordance with the Contract Documents. The Bid Schedule must be completed by the Bidder by filling in each blank. The cost item shall be in dollars and cents, using numeral only. Failure to do so will render the bid non-responsive and will cause its rejection. NOTE ON SALESTAX: Washington State Department of Revenue Rule 170 applies to this l2roject. Bids will be evaluated on the basis of the TOTAL BID PRICE. NAME OF CONTRACTOR: Simpson Sandblastina&SpecialCoatinas,Inc. DATE OF BID OPENING: February 15 , 2018 BID ITEM ITEM DESCRIPTION COST IN DOLLARS & CENTS NO. 1 EXTERIORCOATING REPLACEMENT FOR $270,263.00 RESERVOIR 17 2 EXTERIOR COATING REPLACEMENT FOR RESERVOIR 20 $270,263.00 3 FORCE ACCOUNT $35,000.00 SUBTOTAL $575,526. 00 SALES TAX ON SUBTOTAL @ 9.0% $51,797.34 TOTAL BID PRICE (SUBTOTAL PLUS SALES TAX) $627,323.34 RESERVOIRS 17 AND 20 - EXTERIOR COATING REPLACEMENT BID FORMS FEBRUARY 2018 00300-7 CITY OF BREMERTON BID TABULATION BID TITLE. Reservoirs 17 and 20 -Exterior Coating Replacement OPENED BY: RECORDED BY Bill Davis/Linda Fulton Shannon Ray DATE OPENED: 02/15/2018 TIME OPENED: 2:00 PM NAME OF BIDDER BOND BASE BID kA J5 - 4*"V _ _ qc)# s 7 n a ?01A 106 kMaAd ke n SUMMARY ENGINEER'S ESTIMATE APPARENT LOW BIDDERbn SA�Odema $500,000 $3�/ $ �3 h SECOND LOW BIDDER I 110 �HIRD LOW BIDDER Is AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Local Agency Participating Agreement with WSDOT for Signal Systems on SR304 (Burwell Street) A1 7 Study Session Date: February 28, 2018 COUNCIL MEETING Date: March 7. 2018 Department: PW & U Presenter: Knuckey/Weber Phone: (360) 473-2376/2354 SUMMARY The scope of WSDOT's overlay of State Route 304 (Burwell Street) includes a grind and overlay of mainline pavement from Montgomery Avenue to Warren Avenue. As part of the grind operation, the State will damage the existing mainline loop signal detection at all signalized intersections within the project limits and will replace with radar signal detection at the City's request. The existing side street loop detection at Montgomery, Naval, State and Warren are nearing the end of their service life and need replacement as well. The City requested WSDOT prepare an agreement to install side street radar signal detection at these intersections. The cost of this work is estimated at $52,961.15; however, the WSDOT Standard Agreement terms include a provision to exceed this value by 25% (up to a total of $66,201.44) without seeking approval from the City. The requested action is approval of a Local Agency Participating Agreement with WSDOT. ATTACHMENTS: (1) Local Agency Participating Agreement (Agreement # GCB 2932) FISCAL IMPACTS (Include Budgeted Amount): This project is budgeted in the 2018 transportation capital project fund and is funded by REET. STUDY SESSION AGENDA: x❑ Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Local Agency Participating Agreement with WSDOT for Signal Systems on SR304 (Burwell Street) in the amount not to exceed $66,201.44 including Washington State Sales Tax, and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 130pairtmnow of ThnuportatirAf " 11htgto7 Fi11 Local Agency Local Agency and Address City of Bremerton Public Works Engineering Department Participating Agreement 3027 Olympus Drive Work by State - Actual Cost Bremerton, WA 98310 Section/Location SR 304 - Intersections of Montgomery Ave., Naval Ave., State St., and Warren Ave. Agreement Number GCB 2932 Plans, Specifications and Cost Estimates (PS&E) for the Local Agency Work by LOCAL AGENCY? ❑ Yes ® No State Route Number Control Section Number SR 304 180301 PS&E Due Date Region Olympic Region Description of Work Exhibit "A" Estimate of Costs - Signal Systems Exhibit `B" Description of Work - Signal Systems Exhibit "C" Plan - Signal Systems Advance Payment Required ❑ Yes ❑ No Advance Payment Amount STATE LOCAL AGENCY State Agency Representatives Local Agency Representatives Name Name Chris Bruning Tom Knuckey Title Title Project Engineer City Engineer Address Address 1707 South C street, Port Angeles, WA 98363 3027 Olympus Drive, Bremerton, WA 98310 E-mail Address E-mail Address BruninC(a wsdot.wa.gov Tom.Knuckey(a ci.bremerton.wa.us Phone Phone 360-565-0623 360-473-2354 This Agreement is made and entered into between the STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION (STATE) and the above named governmental entity (LOCAL AGENCY). WHEREAS, the STATE is planning the construction or improvement of a section of the state route as shown above, and in connection therewith, the LOCAL AGENCY has requested that the STATE perform certain work for the LOCAL AGENCY as described above under Description of Work and/or further described in Exhibit B, (Work), and WHEREAS, it is deemed to be in the public's best interest for the STATE to include the requested Work in the STATE's construction contract for the state route improvement, and WHEREAS, the LOCAL AGENCY is obligated for the cost of the Work described herein, NOW, THEREFORE, pursuant to RCW 47.28.140 and/or chapter 39.34 RCW and in consideration of the terms, conditions, and performances contained herein, and the attached Exhibits which are incorporated and made a part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: PLANS, SPECIFICATIONS, AND COST ESTIMATES 1.1 The STATE, on behalf of the LOCAL AGENCY, agrees to perform the Work, as further provided herein and pursuant to the attached exhibits. Exhibit A is the Cost Estimate and Exhibit B, if included as an attachment, further defines the Work to be constructed for the LOCAL AGENCY. The combination of the LOCAL AGENCY's Work and the STATE's improvements hereinafter constitute the Project. DOT Form 224-065 Revised 01/2013 Page 1 of 7 1.2 If indicated in the above heading, the LOCAL AGENCY shall provide the STATE with plans, specifications and cost estimates (PS&E) for the Work. 1.2.1 The PS&E shall be in accordance with the state of Washington Standard Specifications for Road, Bridge and Municipal Construction, and its amendments thereto (Standard Specifications), current at the time of Project advertisement, mutually acceptable design standards, or the LOCAL AGENCY's standards, if applicable and specified by the LOCAL AGENCY. Backup calculations for quantities and breakdowns for lump sum items shall be included with the PS&E for the Work. 1.2.2 If the PS&E for the Work, with backup calculations and breakdowns, is not delivered by the above PS&E due date, the STATE, at its sole discretion, may proceed without the LOCAL AGENCY Work included with the STATE's improvements. The LOCAL AGENCY agrees to reimburse all STATE costs incurred up to and as a result of the LOCAL AGENCY's failure to timely provide the PS&E. This Agreement shall terminate upon receipt of all reimbursement payments in accordance with Section 6. 1.3 The STATE will incorporate the LOCAL AGENCY's Work or Work PS&E into the STATE's PS&E for the STATE's improvements to produce a combined advertisement (Ad) ready PS&E for the Project. The STATE will document STATE - performed engineering design work required to incorporate the Work or Work PS&E into the STATE's PS&E (Design Documentation). The State shall provide up to two intermediate review sets of the PS&E and Design Documentation at mutually agreeable milestones. The STATE will provide the LOCAL AGENCY with one (1) reproducible copy of the stamped final Design Documentation prior to the proposed Ad date. 1.4 The STATE will provide the LOCAL AGENCY with one (1) reproducible copy of the Ad ready PS&E for the Project a minimum of thirty (30) working days prior to the proposed Ad date. The LOCAL AGENCY will have fifteen (15) working days to review the Ad ready PS&E for the Project, resolve any concerns, and provide the STATE with written approval, conditional approval, or rejection of the Ad ready PS&E for the Work portion of the Project. In the event the Work portion of the Ad ready PS&E is conditionally approved or rejected, the LOCAL AGENCY shall include the reasons for conditional approval or rejection. The LOCAL AGENCY may request an extension of time in writing, provided that the STATE receives the written request not later than fifteen (15) working days after the LOCAL AGENCY has received the Ad ready PS&E. The STATE shall provide a written response, indicating the number of working days extended, if any. 1.5 If the STATE does not receive the LOCAL AGENCY's written approval, conditional approval or rejection of the Work portion of the Ad ready PS&E within fifteen (15) working days and any approved extension of time pursuant to Section 1.4, or if the STATE cannot accept the LOCAL AGENCY's condition(s) of approval, or if the LOCAL AGENCY has not acquired all right of way and permits required to construct, maintain,and operate the Work, the STATE may, at its sole discretion, delete the Work from the Project and advertise the STATE's improvements. The LOCAL AGENCY agrees to reimburse the STATE for engineering costs and actual direct and related indirect costs incurred by the STATE associated with either the STATE or LOCAL AGENCY deleting the Work from the Project. This Agreement shall then terminate upon receipt of all reimbursement payments in accordance with Section 6. 2. BID, AWARD, AND COST ADJUSTMENTS 2.1 The STATE will advertise the Project for bids. The STATE will be the LOCAL AGENCY's representative during the Ad and Project contract award period. When requested by the STATE, the LOCAL AGENCY shall timely assist the STATE in answering bid questions and resolving any design issues that may arise that are associated with the Work. All comments and clarifications must go through the STATE. 2.2 If the LOCAL AGENCY is responsible for preparing the Work PS&E, the LOCAL AGENCY agrees to provide the STATE with any addenda required for the Work during the Ad period, to the Parties' mutual satisfaction. 2.3 The STATE shall provide the LOCAL AGENCY with written notification of the bid price for the Work. The LOCAL AGENCY shall have five (5) working days from the date of written notification to provide the STATE written approval of the bid price for the Work, or request the Work be deleted from the Project. The LOCAL AGENCY may request an extension of time in writing, provided that the STATE receives the written request not later than five (5) working days after the LOCAL AGENCY has received the written notification. The STATE shall provide a written response indicating the number of working days extended, if any. DOT Form 224-065 Revised 01/2013 Page 2 of 7 2.4 The LOCAL AGENCY acknowledges that if it fails to provide the STATE with written approval of the bid price for the Work or request that the Work be deleted from the Project within five (5) working days and any approved extension of time pursuant to Section 2.3, the STATE shall delete the Work from the Project. In this event, the LOCAL AGENCY agrees to reimburse the STATE for engineering costs and actual direct and related indirect costs incurred by the STATE associated with deleting the Work from the Project. The LOCAL AGENCY understands that deleting the Work from the Project may require an equitable adjustment to the Project contract and agrees to reimburse the STATE for costs associated with the equitable adjustment. This Agreement shall then terminate upon receipt of all reimbursement and equitable adjustment payments in accordance with Section 6. 2.5 If the LOCAL AGENCY approves the bid price for the Work and the STATE does not award or execute the Project contract, but thereafter re -advertises the Project for bids, the STATE agrees to pay all STATE costs to re -advertise the Project. The LOCAL AGENCY agrees that the STATE is not responsible for increased bid prices or delay to the Work or other impacts to the LOCAL AGENCY resulting from re -advertising the Project. 2.6 If the LOCAL AGENCY approves the bid price for the Work and the STATE does not award or execute the Project contract and does not re -advertise the Project for bids, this Agreement shall terminate upon receipt of all reimbursement payments in accordance with Section 6. The LOCAL AGENCY agrees that the STATE is not responsible for potential increased costs for the Work, delay to the Work or other impacts to the LOCAL AGENCY resulting from not awarding the Project. 3. CONSTRUCTION 3.1 The STATE will be the LOCAL AGENCY's representative during construction and will act as owner in the administration of the contract for the Work. The STATE will designate a STATE Project Engineer to provide all services and tools, including but not limited to construction administration, inspection, materials testing, and representation, necessary to administer and manage the contract to ensure that the Work is constructed in accordance with the contract. 3.2 The LOCAL AGENCY may consult with and inquire of the STATE Project Engineer, attend all meetings, and have access to all documentation concerning the Work. The LOCAL AGENCY shall not provide direction, directly or indirectly,to the STATE's contractor. All formal contacts between the LOCAL AGENCY and the contractor shall be through the STATE's representative. 3.3 When it becomes known that quantities for a unit bid item will exceed plan quantity for the Work by ten (10) percent or result in a cost increase for the Work exceeding the total amount by the percentage listed under Section 6.6, the STATE shall consult with the LOCAL AGENCY on possible courses of action within three (3) working days in accordance with Section 4. 3.4 The LOCAL AGENCY may inspect the Work. Any costs for such inspection shall be borne solely by the LOCAL AGENCY. All contact between said inspector and the contractor shall be only through the STATE's inspector or the STATE's representative. 3.5 The STATE will prepare the final construction documentation in general conformance with the STATE's Construction Manual. The STATE will maintain one set of plans as the official "as -built" set, then make notations in red ink of all plan revisions typically recorded per standard STATE practices, as directed by the STATE's Construction Manual. Once the LOCAL AGENCY has accepted the Work per Section 5, the STATE will provide one reproducible set of as -built plans to the LOCAL AGENCY within thirty ( 30 ) ❑ Working ® Calendar days. 4. CONTRACT CHANGES 4.1 Changes to the Project contract will be documented by change order in accordance with the Standard Specifications. The STATE shall process change orders for all changes affecting the Work in the manner set forth in subsection 1-2.4C (3), Approval of Changes/Checklist, STATE Construction Manual, current edition. 4.2 Required changes involve such changes in quantities or alterations to the Work as are necessary to satisfactorily complete the Project. All other changes affecting the Work shall be considered elective changes. DOT Form 224-065 Revised 01/2013 Page 3 of 7 4.3 The LOCAL AGENCY authorizes the STATE to initiate all required changes affecting the Work and to negotiate, document and execute the associated change orders. The LOCAL AGENCY agrees to pay for the increases in cost, if any, for the required changes affecting the Work in accordance with Section 6. 4.4 The STATE will advise the LOCAL AGENCY of any proposed required changes affecting the Work as soon as possible and provide it with an opportunity, if time permits, to review the change before implementation. The STATE will determine the length of the review time based upon the need to expedite the change to avoid delay to the contractor. 4.5 The LOCAL AGENCY may request additions to the Work through the STATE in writing. The STATE will implement the requested changes as elective changes, provided that a change does not negatively impact the STATE's transportation system and complies with the Standard Specifications, Project permits, state and/or federal law, applicable rules and/or regulations, and/or STATE design policies, and does not unreasonably delay critically scheduled Project contract activities. 4.6 All elective changes to the Work shall be approved in writing by the LOCAL AGENCY before the STATE directs the contractor to implement the changes, even if an executed change order is not required by the Project contract. The LOCAL AGENCY agrees to pay for the increases in cost, if any, for such elective changes in accordance with Section 6. 4.7 The STATE will make available to the LOCAL AGENCY all change order documentation related to the Work. 4.8 In the event it is determined that the LOCAL AGENCY does not have sufficient funds to complete the Work, the STATE and the LOCAL AGENCY shall negotiate to determine the future of the Work. If it is determined that the Work cannot proceed, the Work shall be brought to a level that is safe for public use and the STATE will terminate the remainder of the Work from the Project contract. In the event the Work is terminated, Section 5 shall apply for that portion of the Work completed up to the time of termination. The LOCAL AGENCY agrees to pay all costs associated with termination, including contractor claims, in accordance with Section 6. 5. ACCEPTANCE 5.1 Prior to Work acceptance, the STATE and LOCAL AGENCY will perform a joint final inspection. The LOCAL AGENCY agrees, upon satisfactory completion of the Work and receipt of a Notice of Physical Completion of the Work, as determined by the STATE, to deliver a letter of acceptance to the STATE which shall include a release of the STATE from all future claims or demands of any nature resulting from the performance of the Work and STATE administration thereof, outside STATE right of way, subject to any contractor claims (Section 8) caused by the negligent acts or omissions of the STATE in administering the Work. 5.2 If a letter of acceptance is not received by the STATE within ninety (90) days following delivery of a Notice of Physical Completion of the Work to the LOCAL AGENCY, the Work and STATE administration thereof shall be considered accepted by the LOCAL AGENCY, and the STATE shall be released from all future claims and demands of any nature resulting from the performance of the Work and the STATE's administration thereof, outside STATE right of way, subject to any contractor claims (Section 8) caused by the negligent acts or omissions of the STATE in administering the Work. 5.3 The LOCAL AGENCY may withhold its acceptance of the Work by submitting written notification to the STATE within thirty ( 30 ) ❑ Working ® Calendar days following delivery of a Notice of Physical Completion of the Work. This notification shall include the reason(s) for withholding acceptance. 6. PAYMENT 6.1 The LOCAL AGENCY, in consideration of the faithful performance of the Work performed by the STATE and its contractor, agrees to reimburse the STATE for the actual direct and related indirect costs of the Work, as estimated in Exhibit A. 6.2 The STATE shall provide detailed invoices to the LOCAL AGENCY for the Work performed by the STATE and its contractor or for costs incurred as provided in Sections 1.2.2, 1.5, 2.4, 4.8 or 8.1.4, and the LOCAL AGENCY agrees to make payment within thirty (30) days from receipt of an invoice. A payment will not constitute agreement as to the appropriateness of any item. At the time of the final invoice, the Parties will resolve any discrepancies. 6.3 The LOCAL AGENCY agrees that if it does not make payment within ninety (90) days after receipt of an invoice, the STATE may deduct and expend any monies to which the LOCAL AGENCY is entitled to receive from the Motor Vehicle Fund. DOT Form 224-065 Revised 01/2013 Page 4 of 7 6.4 Advance Payment: If an advance payment is required, the LOCAL AGENCY agrees to pay the STATE the "Advance Payment Amount," shown above, within twenty (20) days after receipt of Project contract award notification. The advance payment represents approximately fifteen percent (15%) of the cost estimate and covers costs incurred by the STATE in the initial stages of the Work. The advance payment will be carried throughout the life of the LOCAL AGENCY's cost obligations, with final adjustment made in the final invoice. 6.5 Increase in Cost: In the event unforeseen conditions require an increase in the cost of the Work above the cost estimate (including sales tax, engineering, and contingencies) by more thar twenty five ( 25 ) percent, the Parties agree to modify this Agreement by executing a written amendment to address the increase pursuant to Section 10. 1, or implement Section 4.8. 7. RIGHT OF ENTRY 7.1 The LOCAL AGENCY hereby grants to the STATE and its authorized agents, contractors, subcontractors, and employees, a right of entry upon all land in which the LOCAL AGENCY has an interest for the purpose of constructing the Project. 7.2 Where applicable, the LOCAL AGENCY hereby grants to the STATE and its authorized agents, contractors, subcontractors, and employees, a right of entry upon all land in which the LOCAL AGENCY has an interest for the STATE to construct, operate, maintain and/or reconstruct signal loop detectors and appurtenances for signals belonging to the STATE, if any, that are constructed within the LOCAL AGENCY's right of way. The terms of this Section 7.2 shall survive the termination of this Agreement. CLAIMS 8.1 Claims for Additional Payment 8.1.1 In the event the contractor makes claims for additional payment associated with the Work, the STATE will immediately notify the LOCAL AGENCY of such claims. Such claims shall be made in the manner and form as provided for in the Standard Specifications. 8.1.2 The LOCAL AGENCY shall not be obligated to pay such claims or their cost of defense to the extent that the claims are caused by the negligent acts or omissions of the STATE in administering the Work. 8.1.3 The LOCAL AGENCY shall have the right to review and comment on any settlement for claims associated with the Work. However, the STATE shall have the ultimate right to settle such claims. In the event the LOCAL AGENCY does not agree with the claim settlement as negotiated by the STATE, the LOCAL AGENCY shall reserve the right to not financially participate in the negotiated claim settlement. If agreement cannot be reached between the LOCAL AGENCY and the STATE on a claim settlement, the Parties agree to follow the dispute resolution procedure in Section 10.7. 8.1.4 If the STATE agrees, the LOCAL AGENCY may defend contractor claims associated with the Work at its own cost, and in doing so, the LOCAL AGENCY agrees to pay any resulting settlement, court judgment or arbitration award. The STATE will cooperate with the LOCAL AGENCY in the LOCAL AGENCY's defense of the claims. The LOCAL AGENCY agrees to reimburse any STATE costs, including attorneys fees, incurred in providing such assistance in accordance with Section 6. 8.2 Claims for Damages: After Work acceptance, in the event of claims for damages or loss attributable to bodily injury, sickness, death, or injury to or destruction of property that occurs within the limits of the Work located on the LOCAL AGENCY's right of way, the LOCAL AGENCY shall defend such claims and hold harmless the STATE therefrom, and the STATE shall not be obligated to pay any claim, judgment or cost of defense. Nothing in this Section, however, shall remove from the STATE any responsibility defined by the current laws of the state of Washington or from any liability for damages caused by the STATE's own negligent acts or omissions independent of the Work performed pursuant to this Agreement. 9. OWNERSHIP, OPERATION, AND MAINTENANCE 9.1 Upon acceptance of the Work as provided in Section 5, the LOCAL AGENCY shall be the sole owner of that portion of the Work located within the LOCAL AGENCY's right of way, and the LOCAL AGENCY shall be solely responsible for ownership and all future operation and maintenance of the Work at its sole cost, without expense, cost, or liability to the STATE. DOT Form 224-065 Revised 01/2013 Page 5 of 7 9.2 STATE facilities constructed on LOCAL AGENCY right of way, if any, as identified in Section 7.2 shall be owned by the STATE, and the STATE shall be responsible for the operation and maintenance of such facilities at the STATE's sole cost, until removed. The terms of this Section shall survive the termination of this Agreement. 10. GENERAL PROVISIONS 10.1 Amendment: This Agreement may be amended or modified only by the mutual agreement of the Parties. Such amendments or modifications shall not be binding unless they are in writing and signed by persons authorized to bind each of the Parties. 10.2 Termination: Neither the STATE nor the LOCAL AGENCY may terminate this Agreement without the written concurrence of the other Party, except as otherwise provided under Sections 1.2.2, 1.5, 2.4, and 2.6. 10.2.1 If this Agreement is terminated prior to the fulfillment of the terms stated herein, the LOCAL AGENCY agrees to reimburse the STATE for the actual direct and related indirect expenses and costs it has incurred for the Work up to the date of termination, as well as the costs of non -cancelable obligations. 10.2.2 Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination. 10.3 Independent contractor: The STATE shall be deemed an independent contractor for all purposes, and the employees of the STATE or any of its contractors, subcontractors, consultants, and the employees thereof, shall not in any manner be deemed to be employees of the LOCAL AGENCY. 10.4 Indemnification: The Parties shall protect, defend, indemnify, and hold harmless each other and their employees, authorized agents, and/or contractors, while acting within the scope of their employment as such, from any and all costs, claims, judgments, and/or awards of damages (both to persons and/or property), arising out of, or in any way resulting from, each Party's obligations to be performed pursuant to the provisions of this Agreement. The Parties shall not be required to indemnify, defend, or hold harmless the other Party if the claim, suit, or action for injuries, death, or damages (both to persons and/or property) is caused by the negligence of the other Party; provided that, if such claims, suits, or actions result from the concurrent negligence of (a) the STATE, its employees, authorized agents, or contractors and (b) the LOCAL AGENCY, its employees or authorized agents, or involves those actions covered by RCW 4.24.115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the negligence of each Party, its employees, authorized agents, and/or contractors. 10.5 Acceptance of Liabil t : The LOCAL AGENCY agrees and accepts full liability for (1) the PS&E provided for the Work to the STATE, if any; and (2) for any Work the LOCAL AGENCY has provided direction to the STATE to design and/or construct outside the STATE's right of way and/or STATE's jurisdiction that does not meet STATE standards. 10.6 Survivability: Sections 10.4 and 10.5 shall survive the termination of this Agreement. 10.7 Disputes: In the event that a dispute arises under this Agreement, it shall be resolved as follows: The STATE and the LOCAL AGENCY shall each appoint a member to a disputes board, these two members shall select a third board member not affiliated with either Party. The three-member board shall conduct a dispute resolution hearing that shall be informal and unrecorded. An attempt at such dispute resolution in compliance with aforesaid process shall be a prerequisite to the filing of any litigation concerning the dispute. The Parties shall equally share in the cost of the third disputes board member; however, each Party shall be responsible for its own costs and fees. 10.8 Venue: In the event that either Party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement, the Parties agree that any such action or proceedings shall be brought in Thurston County Superior Court. Further, the Parties agree that each will be solely responsible for payment of its own attorneys fees, witness fees, and costs. 10.9 Audits/Records: All Project records for the Work in support of all costs incurred shall be maintained by the STATE for a period of three (3) years. The LOCAL AGENCY shall have full access to and right to examine said records, during normal business hours and as often as it deems necessary. Should the LOCAL AGENCY require copies of any records, it agrees to pay the costs thereof. The Parties agree that the Work performed herein is subject to audit by either or both Parties and/or their designated representatives, and/or state of Washington and/or the federal government. DOT Form 224-065 Revised 01/2013 Page 6 of 7 10.10 Term of Aareement: Unless otherwise provided herein, the term of this Agreement shall commence as of the date this Agreement is fully executed and shall continue until the Work is accepted by the LOCAL AGENCY pursuant to Section 5, or as otherwise provided herein, and all obligations for payment have been met. 10.11 Workina Days: Working days for this Agreement are defined as Monday through Friday, excluding Washington State holidays per RCW 1.16.050. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Party's date signed last below. LOCAL AGENCY STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION By By Name Name Title Title Date Date DOT Form 224-065 Revised 01/2013 Page 7 of 7 GCB 2932 EXHIBIT "A" Estimate of Costs - Signal Systems Project Title: SR 304, E of Jct to SR 310 to SR 303 - Paving and ADA Compliance PIN #: 330401 B WIN #: C30401 B SIR: 304 Mileposts: MP 1.70 to MP 2.64 ect Manager (PE): Chris Bruning Preparers Name: Daniel Hjelmeseth Date of Costs: February 20, 2018 Item Description Unit of Measure Unit Price Quantity Mobilization L.S. 7.5% $ 28,549.00 $ Radar System - Montgomery Avenue Each $ 4,900.00 2.00 $ Radar System - Naval Avenue Each $ 4,900.00 2.00 $ Radar System - State Street Each $ 4,900.00 2.00 $ Radar System - Warren Avenue Each $ 4,900.00 1.00 $ (for RADAR) Matrix Type 2 Home Run Cable 1 pr#18, 2 triads #22 - Montgomery FT $ 1.60 250.00 $ (for RADAR) Matrix Type 2 Home Run Cable 1 pr#18, 2 triads #22 - Naval FT $ 1.60 250.00 $ (for RADAR) Matrix Type 2 Home Run Cable 1 pr#18, 2 triads #22 - State FT $ 1.60 300.00 $ (for RADAR) Matrix Type 2 Home Run Cable 1 pr#18, 2 triads #22 - Warren FT $ 1.60 90.00 $ Flagging (1 Flagger for 1.5hr per Radar) Hr $ 70.00 10.50 $ Boom Truck (1.5hr per Radar) Hr $ 180.00 10.50 $ BASETOTAL: $ Base Construction Costs : $ Sales Tax : 9.00% $ Project Subtotal : $ Preliminary Engineering : 4.00% $ Construction Engineering : 12.00% $ Change Order Contingencies: 4.00% $ Total Project Costs $ Amount 2,141.18 9,800.00 9,800.00 9,800.00 4,900.00 400.00 400.00 480.00 144.00 735.00 1,890.00 40,490.18 40,490.18 3,644.12 44,134.29 1,765.37 5,296.11 1,765.37 52,961.15 SR 304 E OF JCT TO SR 310 TO SR 303 PAVING AND ADA COMPLIANCE MP 1.70 to MP 2.64 PIN: 3304018 GCB 2932 EXHIBIT "B" Description of Work - Signal Systems WSDCT to provide design and construction of radar signal systems controlling City of Bremerton side streets at the intersections of Montgomery Avenue, Naval Avenue, State Street, and Warren Avenue, all within Bremerton city limits. The Work will include removing and disposing of existing signal hardware, furnishing, installing, and making operational new radar signal systems, and traffic control in accordance with the Contract Provisions and Standard Specifications. Exhibit "C" depicts the subject work areas. GCB 2932 EXHIBIT Arc.11p PLAN — Signal Systems Page 1 of 4 6M M v GCB 2932 EXHIBIT "C" PLAN — Signal Systems Page 2 of 4 4" a GCB 2932 EXHIBIT Arc.11p PLAN — Signal Systems Page 3 of 4 GCB 2932 EXHIBIT " C" PLAN — Signal Systems Page 4 of 4 i AGENDA BILL CITY OF BREMERTON Al 8 CITY COUNCIL SUBJECT: Local Agency Participating Study Session Date: February 28, 2018 Agreement with WSDOT for Naval Avenue COUNCIL MEETING Date: March 7, 2018 Pavement Preservation Department: PW & U Presenter: Knuckey/Weber Phone: (360) 473-2376/2354 SUMMARY The scope of WSDOT's overlay of State Route 304 (Burwell Street) includes a grind and overlay of mainline pavement from Montgomery Avenue to Warren Avenue. A segment of Naval Avenue from SR 304 (Burwell Street) to Burwell Place is adjacent to the project limits and has significant rutting that should be repaired to extend service life. To coordinate the repairs efficiently, the City requested WSDOT prepare an agreement to design and construct the Naval Avenue segment as part of their project. The cost of this work is estimated at $52,109.78; however, the WSDOT Standard Agreement terms include a provision to allow WSDOT to exceed this value by 25% (up to a total of $65,137.23) without seeking approval from the City. The requested action is approval of a Local Agency Participating Agreement with WSDOT. ATTACHMENTS: (1) Local Agency Participating Agreement (Agreement # GCB 2931) FISCAL IMPACTS (Include Budgeted Amount): This project is budgeted in the 2018 transportation capital project fund and is funded by REET. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Local Agency Participating Agreement with WSDOT for Naval Avenue preservation in the amount not to exceed $65,137.23 including Washington State Sales Tax, and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 130pairtmnow of ThnuportatirAf " 11htgto7 Fi11 Local Agency Local Agency and Address City of Bremerton Public Works Engineering Department Participating Agreement 3027 Olympus Drive Work by State - Actual Cost Bremerton, WA 98310 Section/Location SR 304 - Naval Avenue to Burwell Place Agreement Number GCB 2931 Plans, Specifications and Cost Estimates (PS&E) for the Local Agency Work by LOCAL AGENCY? ❑ Yes ® NO State Route Number Control Section Number SR 304 180301 PS&E Due Date Region Olympic Region Description of Work Exhibit "A" Estimate of Costs - Paving Naval Avenue Exhibit `B" Description of Work - Paving Naval Avenue Exhibit "C" Plan - Paving Naval Avenue Advance Payment Required ❑ Yes ❑ No Advance Payment Amount STATE LOCAL AGENCY State Agency Representatives Local Agency Representatives Name Name Chris Bruning Tom Knuckey Title Title Project Engineer City Engineer Address Address 1707 South C street, Port Angeles, WA 98363 3027 Olympus Drive, Bremerton, WA 98310 E-mail Address E-mail Address BruninC(a wsdot.wa.gov Tom.Knuckey(a ci.bremerton.wa.us Phone Phone 360-565-0623 360-473-2354 This Agreement is made and entered into between the STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION (STATE) and the above named governmental entity (LOCAL AGENCY). WHEREAS, the STATE is planning the construction or improvement of a section of the state route as shown above, and in connection therewith, the LOCAL AGENCY has requested that the STATE perform certain work for the LOCAL AGENCY as described above under Description of Work and/or further described in Exhibit B, (Work), and WHEREAS, it is deemed to be in the public's best interest for the STATE to include the requested Work in the STATE's construction contract for the state route improvement, and WHEREAS, the LOCAL AGENCY is obligated for the cost of the Work described herein, NOW, THEREFORE, pursuant to RCW 47.28.140 and/or chapter 39.34 RCW and in consideration of the terms, conditions, and performances contained herein, and the attached Exhibits which are incorporated and made a part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: PLANS, SPECIFICATIONS, AND COST ESTIMATES 1.1 The STATE, on behalf of the LOCAL AGENCY, agrees to perform the Work, as further provided herein and pursuant to the attached exhibits. Exhibit A is the Cost Estimate and Exhibit B, if included as an attachment, further defines the Work to be constructed for the LOCAL AGENCY. The combination of the LOCAL AGENCY's Work and the STATE's improvements hereinafter constitute the Project. DOT Form 224-065 Revised 01/2013 Page 1 of 7 1.2 If indicated in the above heading, the LOCAL AGENCY shall provide the STATE with plans, specifications and cost estimates (PS&E) for the Work. 1.2.1 The PS&E shall be in accordance with the state of Washington Standard Specifications for Road, Bridge and Municipal Construction, and its amendments thereto (Standard Specifications), current at the time of Project advertisement, mutually acceptable design standards, or the LOCAL AGENCY's standards, if applicable and specified by the LOCAL AGENCY. Backup calculations for quantities and breakdowns for lump sum items shall be included with the PS&E for the Work. 1.2.2 If the PS&E for the Work, with backup calculations and breakdowns, is not delivered by the above PS&E due date, the STATE, at its sole discretion, may proceed without the LOCAL AGENCY Work included with the STATE's improvements. The LOCAL AGENCY agrees to reimburse all STATE costs incurred up to and as a result of the LOCAL AGENCY's failure to timely provide the PS&E. This Agreement shall terminate upon receipt of all reimbursement payments in accordance with Section 6. 1.3 The STATE will incorporate the LOCAL AGENCY's Work or Work PS&E into the STATE's PS&E for the STATE's improvements to produce a combined advertisement (Ad) ready PS&E for the Project. The STATE will document STATE - performed engineering design work required to incorporate the Work or Work PS&E into the STATE's PS&E (Design Documentation). The State shall provide up to two intermediate review sets of the PS&E and Design Documentation at mutually agreeable milestones. The STATE will provide the LOCAL AGENCY with one (1) reproducible copy of the stamped final Design Documentation prior to the proposed Ad date. 1.4 The STATE will provide the LOCAL AGENCY with one (1) reproducible copy of the Ad ready PS&E for the Project a minimum of thirty (30) working days prior to the proposed Ad date. The LOCAL AGENCY will have fifteen (15) working days to review the Ad ready PS&E for the Project, resolve any concerns, and provide the STATE with written approval, conditional approval, or rejection of the Ad ready PS&E for the Work portion of the Project. In the event the Work portion of the Ad ready PS&E is conditionally approved or rejected, the LOCAL AGENCY shall include the reasons for conditional approval or rejection. The LOCAL AGENCY may request an extension of time in writing, provided that the STATE receives the written request not later than fifteen (15) working days after the LOCAL AGENCY has received the Ad ready PS&E. The STATE shall provide a written response, indicating the number of working days extended, if any. 1.5 If the STATE does not receive the LOCAL AGENCY's written approval, conditional approval or rejection of the Work portion of the Ad ready PS&E within fifteen (15) working days and any approved extension of time pursuant to Section 1.4, or if the STATE cannot accept the LOCAL AGENCY's condition(s) of approval, or if the LOCAL AGENCY has not acquired all right of way and permits required to construct, maintain,and operate the Work, the STATE may, at its sole discretion, delete the Work from the Project and advertise the STATE's improvements. The LOCAL AGENCY agrees to reimburse the STATE for engineering costs and actual direct and related indirect costs incurred by the STATE associated with either the STATE or LOCAL AGENCY deleting the Work from the Project. This Agreement shall then terminate upon receipt of all reimbursement payments in accordance with Section 6. 2. BID, AWARD, AND COST ADJUSTMENTS 2.1 The STATE will advertise the Project for bids. The STATE will be the LOCAL AGENCY's representative during the Ad and Project contract award period. When requested by the STATE, the LOCAL AGENCY shall timely assist the STATE in answering bid questions and resolving any design issues that may arise that are associated with the Work. All comments and clarifications must go through the STATE. 2.2 If the LOCAL AGENCY is responsible for preparing the Work PS&E, the LOCAL AGENCY agrees to provide the STATE with any addenda required for the Work during the Ad period, to the Parties' mutual satisfaction. 2.3 The STATE shall provide the LOCAL AGENCY with written notification of the bid price for the Work. The LOCAL AGENCY shall have five (5) working days from the date of written notification to provide the STATE written approval of the bid price for the Work, or request the Work be deleted from the Project. The LOCAL AGENCY may request an extension of time in writing, provided that the STATE receives the written request not later than five (5) working days after the LOCAL AGENCY has received the written notification. The STATE shall provide a written response indicating the number of working days extended, if any. DOT Form 224-065 Revised 01/2013 Page 2 of 7 2.4 The LOCAL AGENCY acknowledges that if it fails to provide the STATE with written approval of the bid price for the Work or request that the Work be deleted from the Project within five (5) working days and any approved extension of time pursuant to Section 2.3, the STATE shall delete the Work from the Project. In this event, the LOCAL AGENCY agrees to reimburse the STATE for engineering costs and actual direct and related indirect costs incurred by the STATE associated with deleting the Work from the Project. The LOCAL AGENCY understands that deleting the Work from the Project may require an equitable adjustment to the Project contract and agrees to reimburse the STATE for costs associated with the equitable adjustment. This Agreement shall then terminate upon receipt of all reimbursement and equitable adjustment payments in accordance with Section 6. 2.5 If the LOCAL AGENCY approves the bid price for the Work and the STATE does not award or execute the Project contract, but thereafter re -advertises the Project for bids, the STATE agrees to pay all STATE costs to re -advertise the Project. The LOCAL AGENCY agrees that the STATE is not responsible for increased bid prices or delay to the Work or other impacts to the LOCAL AGENCY resulting from re -advertising the Project. 2.6 If the LOCAL AGENCY approves the bid price for the Work and the STATE does not award or execute the Project contract and does not re -advertise the Project for bids, this Agreement shall terminate upon receipt of all reimbursement payments in accordance with Section 6. The LOCAL AGENCY agrees that the STATE is not responsible for potential increased costs for the Work, delay to the Work or other impacts to the LOCAL AGENCY resulting from not awarding the Project. 3. CONSTRUCTION 3.1 The STATE will be the LOCAL AGENCY's representative during construction and will act as owner in the administration of the contract for the Work. The STATE will designate a STATE Project Engineer to provide all services and tools, including but not limited to construction administration, inspection, materials testing, and representation, necessary to administer and manage the contract to ensure that the Work is constructed in accordance with the contract. 3.2 The LOCAL AGENCY may consult with and inquire of the STATE Project Engineer, attend all meetings, and have access to all documentation concerning the Work. The LOCAL AGENCY shall not provide direction, directly or indirectly,to the STATE's contractor. All formal contacts between the LOCAL AGENCY and the contractor shall be through the STATE's representative. 3.3 When it becomes known that quantities for a unit bid item will exceed plan quantity for the Work by ten (10) percent or result in a cost increase for the Work exceeding the total amount by the percentage listed under Section 6.6, the STATE shall consult with the LOCAL AGENCY on possible courses of action within three (3) working days in accordance with Section 4. 3.4 The LOCAL AGENCY may inspect the Work. Any costs for such inspection shall be borne solely by the LOCAL AGENCY. All contact between said inspector and the contractor shall be only through the STATE's inspector or the STATE's representative. 3.5 The STATE will prepare the final construction documentation in general conformance with the STATE's Construction Manual. The STATE will maintain one set of plans as the official "as -built" set, then make notations in red ink of all plan revisions typically recorded per standard STATE practices, as directed by the STATE's Construction Manual. Once the LOCAL AGENCY has accepted the Work per Section 5, the STATE will provide one reproducible set of as -built plans to the LOCAL AGENCY within thirty ( 30 ) ❑ Working ® Calendar days. 4. CONTRACT CHANGES 4.1 Changes to the Project contract will be documented by change order in accordance with the Standard Specifications. The STATE shall process change orders for all changes affecting the Work in the manner set forth in subsection 1-2.4C (3), Approval of Changes/Checklist, STATE Construction Manual, current edition. 4.2 Required changes involve such changes in quantities or alterations to the Work as are necessary to satisfactorily complete the Project. All other changes affecting the Work shall be considered elective changes. DOT Form 224-065 Revised 01/2013 Page 3 of 7 4.3 The LOCAL AGENCY authorizes the STATE to initiate all required changes affecting the Work and to negotiate, document and execute the associated change orders. The LOCAL AGENCY agrees to pay for the increases in cost, if any, for the required changes affecting the Work in accordance with Section 6. 4.4 The STATE will advise the LOCAL AGENCY of any proposed required changes affecting the Work as soon as possible and provide it with an opportunity, if time permits, to review the change before implementation. The STATE will determine the length of the review time based upon the need to expedite the change to avoid delay to the contractor. 4.5 The LOCAL AGENCY may request additions to the Work through the STATE in writing. The STATE will implement the requested changes as elective changes, provided that a change does not negatively impact the STATE's transportation system and complies with the Standard Specifications, Project permits, state and/or federal law, applicable rules and/or regulations, and/or STATE design policies, and does not unreasonably delay critically scheduled Project contract activities. 4.6 All elective changes to the Work shall be approved in writing by the LOCAL AGENCY before the STATE directs the contractor to implement the changes, even if an executed change order is not required by the Project contract. The LOCAL AGENCY agrees to pay for the increases in cost, if any, for such elective changes in accordance with Section 6. 4.7 The STATE will make available to the LOCAL AGENCY all change order documentation related to the Work. 4.8 In the event it is determined that the LOCAL AGENCY does not have sufficient funds to complete the Work, the STATE and the LOCAL AGENCY shall negotiate to determine the future of the Work. If it is determined that the Work cannot proceed, the Work shall be brought to a level that is safe for public use and the STATE will terminate the remainder of the Work from the Project contract. In the event the Work is terminated, Section 5 shall apply for that portion of the Work completed up to the time of termination. The LOCAL AGENCY agrees to pay all costs associated with termination, including contractor claims, in accordance with Section 6. 5. ACCEPTANCE 5.1 Prior to Work acceptance, the STATE and LOCAL AGENCY will perform a joint final inspection. The LOCAL AGENCY agrees, upon satisfactory completion of the Work and receipt of a Notice of Physical Completion of the Work, as determined by the STATE, to deliver a letter of acceptance to the STATE which shall include a release of the STATE from all future claims or demands of any nature resulting from the performance of the Work and STATE administration thereof, outside STATE right of way, subject to any contractor claims (Section 8) caused by the negligent acts or omissions of the STATE in administering the Work. 5.2 If a letter of acceptance is not received by the STATE within ninety (90) days following delivery of a Notice of Physical Completion of the Work to the LOCAL AGENCY, the Work and STATE administration thereof shall be considered accepted by the LOCAL AGENCY, and the STATE shall be released from all future claims and demands of any nature resulting from the performance of the Work and the STATE's administration thereof, outside STATE right of way, subject to any contractor claims (Section 8) caused by the negligent acts or omissions of the STATE in administering the Work. 5.3 The LOCAL AGENCY may withhold its acceptance of the Work by submitting written notification to the STATE within thirty ( 30 ) ❑ Working ® Calendar days following delivery of a Notice of Physical Completion of the Work. This notification shall include the reason(s) for withholding acceptance. 6. PAYMENT 6.1 The LOCAL AGENCY, in consideration of the faithful performance of the Work performed by the STATE and its contractor, agrees to reimburse the STATE for the actual direct and related indirect costs of the Work, as estimated in Exhibit A. 6.2 The STATE shall provide detailed invoices to the LOCAL AGENCY for the Work performed by the STATE and its contractor or for costs incurred as provided in Sections 1.2.2, 1.5, 2.4, 4.8 or 8.1.4, and the LOCAL AGENCY agrees to make payment within thirty (30) days from receipt of an invoice. A payment will not constitute agreement as to the appropriateness of any item. At the time of the final invoice, the Parties will resolve any discrepancies. 6.3 The LOCAL AGENCY agrees that if it does not make payment within ninety (90) days after receipt of an invoice, the STATE may deduct and expend any monies to which the LOCAL AGENCY is entitled to receive from the Motor Vehicle Fund. DOT Form 224-065 Revised 01/2013 Page 4 of 7 6.4 Advance Payment: If an advance payment is required, the LOCAL AGENCY agrees to pay the STATE the "Advance Payment Amount," shown above, within twenty (20) days after receipt of Project contract award notification. The advance payment represents approximately fifteen percent (15%) of the cost estimate and covers costs incurred by the STATE in the initial stages of the Work. The advance payment will be carried throughout the life of the LOCAL AGENCY's cost obligations, with final adjustment made in the final invoice. 6.5 Increase in Cost: In the event unforeseen conditions require an increase in the cost of the Work above the cost estimate (including sales tax, engineering, and contingencies) by more thar twenty five ( 25 ) percent, the Parties agree to modify this Agreement by executing a written amendment to address the increase pursuant to Section 10. 1, or implement Section 4.8. 7. RIGHT OF ENTRY 7.1 The LOCAL AGENCY hereby grants to the STATE and its authorized agents, contractors, subcontractors, and employees, a right of entry upon all land in which the LOCAL AGENCY has an interest for the purpose of constructing the Project. 7.2 Where applicable, the LOCAL AGENCY hereby grants to the STATE and its authorized agents, contractors, subcontractors, and employees, a right of entry upon all land in which the LOCAL AGENCY has an interest for the STATE to construct, operate, maintain and/or reconstruct signal loop detectors and appurtenances for signals belonging to the STATE, if any, that are constructed within the LOCAL AGENCY's right of way. The terms of this Section 7.2 shall survive the termination of this Agreement. CLAIMS 8.1 Claims for Additional Payment 8.1.1 In the event the contractor makes claims for additional payment associated with the Work, the STATE will immediately notify the LOCAL AGENCY of such claims. Such claims shall be made in the manner and form as provided for in the Standard Specifications. 8.1.2 The LOCAL AGENCY shall not be obligated to pay such claims or their cost of defense to the extent that the claims are caused by the negligent acts or omissions of the STATE in administering the Work. 8.1.3 The LOCAL AGENCY shall have the right to review and comment on any settlement for claims associated with the Work. However, the STATE shall have the ultimate right to settle such claims. In the event the LOCAL AGENCY does not agree with the claim settlement as negotiated by the STATE, the LOCAL AGENCY shall reserve the right to not financially participate in the negotiated claim settlement. If agreement cannot be reached between the LOCAL AGENCY and the STATE on a claim settlement, the Parties agree to follow the dispute resolution procedure in Section 10.7. 8.1.4 If the STATE agrees, the LOCAL AGENCY may defend contractor claims associated with the Work at its own cost, and in doing so, the LOCAL AGENCY agrees to pay any resulting settlement, court judgment or arbitration award. The STATE will cooperate with the LOCAL AGENCY in the LOCAL AGENCY's defense of the claims. The LOCAL AGENCY agrees to reimburse any STATE costs, including attorneys fees, incurred in providing such assistance in accordance with Section 6. 8.2 Claims for Damages: After Work acceptance, in the event of claims for damages or loss attributable to bodily injury, sickness, death, or injury to or destruction of property that occurs within the limits of the Work located on the LOCAL AGENCY's right of way, the LOCAL AGENCY shall defend such claims and hold harmless the STATE therefrom, and the STATE shall not be obligated to pay any claim, judgment or cost of defense. Nothing in this Section, however, shall remove from the STATE any responsibility defined by the current laws of the state of Washington or from any liability for damages caused by the STATE's own negligent acts or omissions independent of the Work performed pursuant to this Agreement. 9. OWNERSHIP, OPERATION, AND MAINTENANCE 9.1 Upon acceptance of the Work as provided in Section 5, the LOCAL AGENCY shall be the sole owner of that portion of the Work located within the LOCAL AGENCY's right of way, and the LOCAL AGENCY shall be solely responsible for ownership and all future operation and maintenance of the Work at its sole cost, without expense, cost, or liability to the STATE. DOT Form 224-065 Revised 01/2013 Page 5 of 7 9.2 STATE facilities constructed on LOCAL AGENCY right of way, if any, as identified in Section 7.2 shall be owned by the STATE, and the STATE shall be responsible for the operation and maintenance of such facilities at the STATE's sole cost, until removed. The terms of this Section shall survive the termination of this Agreement. 10. GENERAL PROVISIONS 10.1 Amendment: This Agreement may be amended or modified only by the mutual agreement of the Parties. Such amendments or modifications shall not be binding unless they are in writing and signed by persons authorized to bind each of the Parties. 10.2 Termination: Neither the STATE nor the LOCAL AGENCY may terminate this Agreement without the written concurrence of the other Party, except as otherwise provided under Sections 1.2.2, 1.5, 2.4, and 2.6. 10.2.1 If this Agreement is terminated prior to the fulfillment of the terms stated herein, the LOCAL AGENCY agrees to reimburse the STATE for the actual direct and related indirect expenses and costs it has incurred for the Work up to the date of termination, as well as the costs of non -cancelable obligations. 10.2.2 Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination. 10.3 Independent contractor: The STATE shall be deemed an independent contractor for all purposes, and the employees of the STATE or any of its contractors, subcontractors, consultants, and the employees thereof, shall not in any manner be deemed to be employees of the LOCAL AGENCY. 10.4 Indemnification: The Parties shall protect, defend, indemnify, and hold harmless each other and their employees, authorized agents, and/or contractors, while acting within the scope of their employment as such, from any and all costs, claims, judgments, and/or awards of damages (both to persons and/or property), arising out of, or in any way resulting from, each Party's obligations to be performed pursuant to the provisions of this Agreement. The Parties shall not be required to indemnify, defend, or hold harmless the other Party if the claim, suit, or action for injuries, death, or damages (both to persons and/or property) is caused by the negligence of the other Party; provided that, if such claims, suits, or actions result from the concurrent negligence of (a) the STATE, its employees, authorized agents, or contractors and (b) the LOCAL AGENCY, its employees or authorized agents, or involves those actions covered by RCW 4.24.115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the negligence of each Party, its employees, authorized agents, and/or contractors. 10.5 Acceptance of Liabil t : The LOCAL AGENCY agrees and accepts full liability for (1) the PS&E provided for the Work to the STATE, if any; and (2) for any Work the LOCAL AGENCY has provided direction to the STATE to design and/or construct outside the STATE's right of way and/or STATE's jurisdiction that does not meet STATE standards. 10.6 Survivability: Sections 10.4 and 10.5 shall survive the termination of this Agreement. 10.7 Disputes: In the event that a dispute arises under this Agreement, it shall be resolved as follows: The STATE and the LOCAL AGENCY shall each appoint a member to a disputes board, these two members shall select a third board member not affiliated with either Party. The three-member board shall conduct a dispute resolution hearing that shall be informal and unrecorded. An attempt at such dispute resolution in compliance with aforesaid process shall be a prerequisite to the filing of any litigation concerning the dispute. The Parties shall equally share in the cost of the third disputes board member; however, each Party shall be responsible for its own costs and fees. 10.8 Venue: In the event that either Party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement, the Parties agree that any such action or proceedings shall be brought in Thurston County Superior Court. Further, the Parties agree that each will be solely responsible for payment of its own attorneys fees, witness fees, and costs. 10.9 Audits/Records: All Project records for the Work in support of all costs incurred shall be maintained by the STATE for a period of three (3) years. The LOCAL AGENCY shall have full access to and right to examine said records, during normal business hours and as often as it deems necessary. Should the LOCAL AGENCY require copies of any records, it agrees to pay the costs thereof. The Parties agree that the Work performed herein is subject to audit by either or both Parties and/or their designated representatives, and/or state of Washington and/or the federal government. DOT Form 224-065 Revised 01/2013 Page 6 of 7 10.10 Term of Aareement: Unless otherwise provided herein, the term of this Agreement shall commence as of the date this Agreement is fully executed and shall continue until the Work is accepted by the LOCAL AGENCY pursuant to Section 5, or as otherwise provided herein, and all obligations for payment have been met. 10.11 Workina Days: Working days for this Agreement are defined as Monday through Friday, excluding Washington State holidays per RCW 1.16.050. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Party's date signed last below. LOCAL AGENCY STATE OF WASHINGTON DEPARTMENT OF TRANSPORTATION By By Name Name Title Title Date Date DOT Form 224-065 Revised 01/2013 Page 7 of 7 GCB 2931 EXHIBIT A Estimate of Costs Project Title: SR 304, E of Jct to SR 310 to SR 303 - Paving and ADA Compliance PIN #: 330401 B WIN #: C30401 B SIR: 304 Mileposts: MP 1.70 to MP 2.64 ect Manager (PE): Chris Bruning Preparers Name: Daniel Hjelmeseth Date of Costs: February 20, 2018 Item Description Unit of Measure Unit Price Quantity Mobilization L.S. 7.5% $ 37,059.80 $ Removing Plastic Line (Stop Line) L. F. $ 6.00 28.00 $ Removing Plastic Traffic Marking (Arrow) Each $ 150.00 2.00 $ Removing Plastic Crosswalk S. F. $ 16.00 180.00 $ Removing Raised Pavement Marker L.S. $ 500.00 1.00 $ Planing Bituminous Pavement S.Y. $ 3.00 600.00 $ HMA CL. 1/2 IN. PG 64-22 Ton $ 90.00 70.00 $ Inlet Protection Each $ 120.00 2.00 $ Plastic Crosswalk Line S. F. $ 6.00 180.00 $ Plastic Stop Line L. F. $ 46.00 28.00 $ Plastic Traffic Arrow Each $ 280.00 2.00 $ Raised Pavement Marker Type 1 Hund. $ 1,100.00 0.66 $ Raised Pavement Marker Type 2 Hund. $ 990.00 0.22 $ Work Zone Traffic Control Day $ 7,000.00 3.00 $ BASETOTAL: $ Base Construction Costs : $ Sales Tax : 9.00% $ Project Subtotal : $ Preliminary Engineering : 4.00% $ Construction Engineering : 12.00% $ Change Order Contingencies: 4.00% $ Total Project Costs $ Amount 2,779.49 168.00 300.00 2,880.00 500.00 1,800.00 6,300.00 240.00 1,080.00 1,288.00 560.00 726.00 217.80 21,000.00 39,839.29 39,839.29 3,585.54 43,424.82 1,736.99 5,210.98 1,736.99 52,109.78 SR 304 E OF JCT TO SR 310 TO SR 303 PAVING AND ADA COMPLIANCE MP 1.70 to MP 2.64 PIN: 3304018 GCB 2931 EXHIBIT "B" Description of Work WSDCT to provide design and construction of a "mill and fill" on Naval Avenue within the Bremerton city limits starting at SR 304 and extending to Burwell Place. The Work will include removal and replacement of traffic markings, inlet protection, planing bituminous pavement, HMA paving, and traffic control in accordance with the Contract Provisions and Standard Specifications. Exhibit "C" depicts the subject work area. AGENDA BILL CITY OF BREMERTON Al 9 CITY COUNCIL (Updated) SUBJECT: Professional Services Study Session Date: February 28, 2018 Agreement with KPG for Construction COUNCIL MEETING Date: March 7, 2018 Management Services for West Belfair Department: PW & U Valley Road and Tracyton Beach Road Presenter: Thomas Knuckey Innovative Safety Project Phone: (360) 473-2376 SUMMARY: The City is beginning the construction phase of the West Belfair Valley Road and Tracyton Beach Road Innovative Safety Project, which includes construction of high friction surface treatment and guardrails on both West Belfair Valley Road and Tracyton Beach Roads. The City advertised a Request for Qualifications, and received proposals from two firms to perform construction management for the project. The City selected KPG, to do the work; their cost is $124,148, and is eligible for 100% grant funding. ATTACHMENTS: 1.) Professional Services Agreement with KPG, 2.) Vicinity Map FISCAL IMPACTS (Include Budgeted Amount): The construction management work is 100% grant eligible and included in the 2018 budget. STUDY SESSION AGENDA: 0 Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Professional Services Agreement for construction management services for the West Belfair Valley Road and Tracyton Beach Road Innovative Safety Project in the amount of $124,148; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): KPG, P.S. Address Federal Aid Number 3131 Elliott Ave Suite 400 Seattle, WA 98121 HSIP-OOOS(459) UBI Number Federal TIN or SSN Number 601-248-468 91-1477622 Execution Date Completion Date Exhibit G December 31, 2018 1099 Form Required Federal Participation ❑ Yes ❑i N i❑ Yes ❑ No Project Title West Belfair Rd and Tracyton Beach Rd Innovative Safety Project Description of Work Provide Construction Management Services for the following effort West Belfair Valley Rd: Installation of approximately 7,070 LF of guardrail, pavement repair, 9,734 SY of high friction surface treatment (HFST), signing, and pavement markings on two segments of West Belfair Valley Road. Tracyton Beach Rd: Installation of approximately 1,370 LF of guardrail, pavement repair, 4,316 SY of high friction surface treatment (HFST), storm drainage, signing, and pavement markings on Tracyton Beach Road. ❑ Yes No DBE Participation Total Amount Authorized: $114,148 ❑ Yes No MBE Participation Management Reserve Fund: $10,000 ❑ Yes ❑i No WBE Participation ❑ Yes ❑i No SBE Participation Maximum Amount Payable: $124,148 Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation/SBE Plan Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub -consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 Revised 11/01/2017 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the City of Bremerton hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub -consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 11/01/2017 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absents of a mandatory UDBE, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall submit a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. Non -minority, woman owned DBEs does not count towards UDBE goal attainment. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY: Name: City Clerk Agency: City of Bremerton Address: 345 6th Street ST #100 City: Bremerton State: WA Zip: 98337 Email: city.clerk@ci.bremerton.wa.us Phone: 360-473-5323 Facsimile: IV. Time for Beginning and Completion If to CONSULTANT: Name: Terry Wright Agency: KPG, P.S. Address: 2502 Jefferson Ave City: Tacoma State Email: terry@kpg.com Phone: 253-627-0720 Facsimile: WA Zip: 98402 The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Page 3 of 14 Agreement Revised 11/01/2017 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES, specified in Section II, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D" and "E" and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non -salary costs. 1. Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D" and "E" of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime and all sub -consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal year, an ICR schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates@wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their sub -consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. 3. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub -consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with WSDOT's Accounting Manual M 13-82, Chapter 10 — Travel Rules and Procedures, and revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 "Travel Costs." The billing for Direct Non -Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 1110112017 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person -hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Extra Work." 6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct (RAW) Labor, Direct Non -Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit; all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) working days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 11/01/2017 D. Inspection of Cost Records: The CONSULTANT and their sub -consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. VI. Sub -Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub -consultant, any contract or any other relationship. Compensation for this sub -consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub -consultant shall not exceed its maximum amount payable identified in each sub - consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non -salary costs and fixed fee costs for the sub -consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub -consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub -consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub -recipient, or sub -consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 11/01/2017 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third parry as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub -consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d -4a) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) • Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) • Civil Rights Restoration Act of 1987 (Public Law 100-259) • American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) • 23 CFR Part 200 • 49 CFR Part 21 • 49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in every sub -contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non -salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 11/01/2017 date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 8 of 14 XII. Legal Relations The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub -consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub -consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers' and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub -consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated between the Parties. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 11/01/2017 Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub - consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub -consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: City Clerk Agency: City of Bremerton Address: 345 6th Street, ST #100 City: Bremerton State: WA Zip: 98337 Email: city.clerk@ci.bremerton.wa.us Phone: 360-473-5323 Facsimile: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement'' of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 11/01/2017 The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit "G -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "G-4" Certificate of Current Cost or Pricing Data. Exhibit "G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 11/01/2017 XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non -publicly available data, proprietary software, State security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub -consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub -consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY, or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 12 of 14 Violation of this section by the CONSULTANT or its sub -consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing parry at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other parry; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub -consultant of any AGENCY communication regarding disclosure that may include a sub -consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub -consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub -consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub -consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub -consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENT `s, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 11/01/2017 tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGREEMENT, "ESI" means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub -consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified. The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub -consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. Signature Date Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Revised 11/01/2017 Please see Exhibit A, Scope of Work, Attached Exhibit Scope of Work Project No. Agreement Number: Exhibit A - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 1 EXHIBIT A Construction Management Services Scope of Work February 2018 West Belfair Valley Rd and Tracyton Beach Rd Innovative Safety Project City of Bremerton Project No.: 315003 Federal Aid Number: HSIP-OOOS(459) This work will provide construction management services for the construction contract to complete the following; Vilest Belfair Valley Rd: Installation of approximately 7,070 LF of guardrail, pavement repair, 9,734 SY of high friction surface treatment (HFST), signing, and pavement markings on two segments of West Belfair Valley Road. Tracyton Beach Rd: Installation of approximately 1,370 LF of guardrail, pavement repair, 4,316 SY of high friction surface treatment (HFST), storm drainage, signing, and pavement markings on Tracyton Beach Road. A detailed scope for the Contract follows: INTRODUCTION The following scope of services and associated costs are based upon the assumptions outlined below. General Assumptions: The proposed project team will include one part time project manager, one part time resident engineer, one full time inspector during construction activities when unit price work is being performed, a full-time documentation specialist will be provided by the City of Bremerton. Sub - consultants to provide services for materials testing will be provided by the City of Bremerton. It is anticipated that full-time site observation will be required for the entire duration of construction. • The level of service is based on project duration of approximately three (3) months, or sixty (60) working days. City of Bremerton Page 1 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A • It is anticipated that the City of Bremerton will enter into an agreement with WSDOT Materials Lab for the development of the Record of Materials (ROM). This scope of services provides the management of the ROM and scheduling of required materials testing respectively. • It is anticipated that the City of Bremerton will review and execute the insurance, bonds, and the Construction Contract. • It is anticipated that all Community Outreach will be completed by the City of Bremerton, contractor and KPG. • The City of Bremerton will coordinate with the engineer of record to provide background information on the design should it be necessary. This may include but not be limited to the following: answering RFIs, submittal reviews, and possible review of on-site changes due to existing conditions. • Services will be performed in accordance with the Contract plans & special provisions, WSDOT Local Agency Guidelines ("LAG"), the WSDOT Construction Manual, and the City of Bremerton engineering standards. • The franchise utilities will provide field inspection for all work surrounding the construction or relocation of their utility systems not constructed by the Client's Contractor, if necessary. II. SCOPE OF WORK The objective and purpose of this Construction Management Services Agreement is for the Consultant to successfully deliver the construction of the Project to the City of Bremerton by ensuring that the improvements are constructed in accordance with the approved Plans and Specifications, as may be amended or revised, that all of the required Project documentation is accounted for, and ultimately that the City of Bremerton receives a successful review by WSDOT Local Programs at the end of the Project. TASK 1— MANAGEMENT/COORDINATION/ADMINISTRATION Provide overall project management, coordination with the City of Bremerton, monthly progress reports, and invoicing. This effort will include the following elements. 1.1 Organize and layout work for project staff. Prepare project instructions on contract administration procedures to be used during construction. 1.2 Review monthly expenditures and CM team scope activities. Prepare and submit project progress letters to the City of Bremerton along with invoices describing CM services provided each month. Prepare and submit reporting required by funding source(s), if any. 1.3 There is no UDBE goal on this project, but as required by LA A&E Professional Services Agreement the Consultant, on a month basis, shall enter the amounts paid to all firms involved with this Agreement in the WSDOT data base and identify any DBE participation. City of Bremerton Page 2 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A Deliverables * Monthly invoices TASK 2 — DESIGN SUPPORT - City will coordinate any design questions with Engineer of Record 2.1 City of Bremerton will coordinate and communicate with Engineer of Record for any outstanding items that cannot be resolved through normal field operations. Deliverables * None TASK 3 — PRECONSTRUCTION SERVICES 3.1 Preconstruction Conference: The City will prepare an agenda for, distribute notices of a preconstruction conference in the City of Bremerton offices. The Resident Engineer will conduct the preconstruction conference. The Consultant's resident engineer and inspector will attend the preconstruction conference. The City will prepare a written record of the meeting and distribute copies of the minutes to all attendees and affected agencies, staff, etc. At the Pre -construction conference, the Consultant shall facilitate discussions with the Contractor concerning the plans, specifications, schedules, issues with utilities, unusual conditions, Federal, State, and local requirements, EEO, UDBE and training requirements, and any other items that will result in better project understanding among the parties involved. 3.2 Preconstruction Review: The resident engineer and lead inspector will conduct a complete review of the contract documents in the field. Deliverables • Preconstruction conference attendance * Preconstruction photos TASK 4 — CONSTRUCTION OBSERVATION 4.1 The Consultant shall provide the services of a part-time resident engineer (20 hours a week) during construction activities, one full-time inspector (40 hours a week -Contractor hours, may be longer days according to construction schedule). Construction staff shall oversee all work required under the project construction contract plans and specifications on the project site, and will observe the technical progress of the construction, including providing day-to-day contact with the Contractor and the City of Bremerton. Field inspection staff will perform the following duties as a matter of their daily activities: Observe technical conduct of the construction, including providing day-to-day contact with construction contractor, Client and other stakeholders, and monitor for adherence to the Contract Documents. The Consultant's personnel will act in accordance with Sections 1-05.1 and 1-05.2 of the Standard Specifications. City of Bremerton Page 3 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A ii. Observe material, workmanship, and construction areas for compliance with the Contract Documents and applicable codes, and notify construction contractor of noncompliance. Advise the Client of any non -conforming work observed during site visits. iii. Document all material delivered to the job site in accordance with the LAG Manual. iv. Prepare daily inspection reports, recording the construction contractor's operations as actually observed by the Consultant; includes quantities of work placed that day, contractor's equipment and crews, and other pertinent information. All daily inspection reports will adhere to WSDOT Local Agency Guidelines. V. Interpret Contract Documents in coordination with Client and the Client's Contractor. Vi. Resolve questions which may arise as to the quality and acceptability of material furnished, work performed, and rate of progress of work performed by the construction contractor. vii. Establish communications with adjacent property owners. Respond to questions from property owners and the general public. viii. Coordinate with permit holders on the Project to monitor compliance with approved permits, if applicable. ix. Prepare field records and documents to help assure the Project is administered in accordance with funding agency requirements. X. Collect and calculate delivery tickets and scaleman's daily reports of aggregate. All tickets will be initialed with correct bid item and stationing identified (Construction Manual 10- 2). xi. Attend and actively participate in regular on-site weekly construction meetings. xii. Take periodic digital photographs during the course of construction, and record locations. xiii. Coordinate with the Client's traffic operations and maintenance personnel. xiv. Conduct wage rate interviews, UDBE interviews and Training Interviews in accordance with the LAG Manual. XV. Punch list. Upon substantial completion of work, coordinate with the Client and affected agencies to prepare a 'punch list' of items to be completed or corrected. Coordinate final inspection with the Client and those agencies. xvi. Audits: Provide oversight during audits performed by WSDOT Local Programs and others. 4.2 Material Testing: Coordinate with the Contractor and the Material testing firm to schedule testing of materials in the field meet specifications. 4.3 Utility Coordination: Coordinate with the various utility companies and contractor regarding utility work. Consultant shall provide opportunities for each entity to coordinate and shall make every effort possible to ensure coordination efforts are timely, effective, and executed to the benefit of the project. Consultant cannot guarantee the Client's Contractor or Franchise Utilities performance of work. 4.4 Close Out: Upon substantial completion of work, coordinate with the City of Bremerton and other affected agencies, to perform a project inspection and develop a comprehensive list of deficiencies or City of Bremerton Page 4 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A 'punchlist' of items to be completed. A punchlist and Certificate of Substantial Completion will be prepared by the Consultant and issued by the City of Bremerton. Assumptions: ■ Consultant will provide observation services for the days/hours that the contractor's personnel are on-site. o Assumption is the City of Bremerton's Contractor shall work normal 40 hour work weeks. • The Consultant's monitoring of the construction contractor's activities is to ascertain whether or not they are performing the work in accordance with the Contract Documents; in case of noncompliance, Consultant will reject non -conforming work, and pursue the other remedies in the interests of the City of Bremerton, as detailed in the Contract Documents. The Consultant cannot guarantee the construction contractor's performance, and it is understood that Consultant shall assume no responsibility for: proper construction means, methods, techniques; project site safety, safety precautions or programs; or for the failure of any other entity to perform its work in accordance with laws, contracts, regulations, or client's expectations. Deliverables • Daily Construction Reports with project photos — submitted on a weekly basis • Punch List, Certificate of Substantial Completion • Review test reports for compliance TASK 5 — CONSTRUCTION SERVICES — OFFICE 5.1 Document Control. The City shall provide the services of a full-time document control specialist to be used. Original documentation will be housed at the construction field office, and filed in accordance with standard filing protocol to meet WSDOT Highways & Local Program Requirements. A copy of working files will be maintained in the field office. Document Control also consists of preparing Final Project Reports for the Client for WSDOT and FHWA acceptance and includes: ■ Final Estimate (Approving Authority File) ■ Comparison of Preliminary and Final Quantities (Approving Authority File) ■ Final Records as identified in WSDOT LAG (Approving Authority File) ■ Record of Material Samples and Tests ■ Materials Certification ■ Affidavit of Wages Paid ■ Release for the Protection of Property Owners and General Contractor ■ DOT Form 422-102 EF, Quarterly Report of Amounts Credited as UDBE Participation ■ Property owner and environmental commitment file 5.2 Project Coordination: Liaison with Client, construction contractor, engineer and utilities on a regular basis to discuss project issues and status. 5.3 Material Testing - Documentation: Compiling and recording City of Bremerton's material testing consultant. The City has elected to provide outside consultant for materials testing. KPG shall City of Bremerton Page 5 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A coordinate and schedule inspection for the project as needed. KPG shall not be responsible for materials testing consultant's performance or billing. 5.4 Weekly Meetings: Resident Engineer will lead weekly progress meetings. City will prepare weekly meeting agenda, meeting minutes, and distribution of minutes to attendees. Outstanding issues to be tracked on a weekly basis. 5.5 Initial Schedule Review: Resident Engineer will perform detailed schedule review of contractor provided CPM for conformance with the contract documents. 5.6 Lump Sum Breakdown: Resident Engineer will evaluate construction contractor's Schedule of Values for lump sum items. Review the Contract Price allocations and verify that such allocations are made in accordance with the requirements of the Contract Documents. Lump Sum Breakdowns for payment each month will be calculated with detailed data per WSDOT LAG Requirements. 5.7 Monthly Pay Requests: City will prepare monthly requests for payment. Resident Engineer will review with the City of Bremerton, contractor, and approve as permitted. Utilize City of Bremerton provided format for pay estimates, or Consultant format. 5.8 Monthly Schedule Review: At the monthly cutoff, Resident Engineer will review contractor's updated schedule and compare with field -observed progress. In addition, perform schedule analysis on contractor provided CPM updates and review schedule for delays and impacts. Coordinate with Contractor in the development of recovery schedules, as needed, to address delays caused by either events or issues within the Contractor's control or other events or issues beyond the Contractor's control. 5.9 Certified Payroll: The City will process and track all certified payroll per WSDOT Highways & Local Program Requirements. This includes verifying the initial payroll for compliance and 10% of all payrolls submitted thereafter, and tracking payroll each week. Payroll and payroll logs will adhere to WSDOT LAG requirements. 5.10 Weekly Statement of Working Days: City will prepare and Resident Engineer will issue weekly statement of working day report each week. 5.11 WSDOT & FHWA Reporting: The City will report and track all necessary reports per WSDOT Highways & Local Program Requirements. This will include UDBE condition of award tracking throughout the project, UDBE Reporting, EEO reporting, Training Goal tracking via certified payroll, UDBE on site reviews, and Training Questionnaires. Periodically meet with WSDOT Highways and Local Programs staff as requested to review project status. 5.12 Subcontractor Documentation: The City will process all required subcontractor documentation per WSDOT Highways & Local Program Requirements. Request to Sublets will be verified and logged. Certification for Federal Aid will be obtained from all subcontractors. This includes checking System Award Management System ("SAMS"), verifying OM/WBE, verifying business licensing, reviewing insurance documentation, verifying City of Bremerton business licensing, Intent to Pay Prevailing City of Bremerton Page 6 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A Wage and Affidavit of Wages Paid. All subcontractor documentation will be logged into WSDOT's subcontractor logs. Resident Engineer will approve Request to Sublets. 5.13 Cost Projections: Resident Engineer will prepare cost projections for the project at the city's request. Projections to be based on the current amount paid to date, pending change orders, quantity projections, and other information. A memo to file at substantial completion will be written outlining all of the over/under-run in accordance with the WSDOT LAG and CM Manual. 5.14 Record Drawings: Resident Engineer will review record drawings prepared by the Contractor and Utilities, and prepare a conformed set of project record drawings based on Contractor provided information and from inspection notes. Record drawings to be verified on a monthly basis, as part of the progress payment to the Contractor. Upon project completion, contractor provided markups will be verified for completeness and supplemented with inspection information. Incorporating contractor survey, contractor red line plans, and inspector red line plans into a final AutoCAD set of Record Drawings is not included in this fee, can be included for an additional cost at the City's request. 5.15 Audit Oversight: Provide oversight, with Client staff, during audits performed by WSDOT Local Programs and others and make corrections to project documentation as needed. The Consultant will perform a QA/QC review of the documents with the City of Bremerton project manager at 50% and 100% project completion. 5.16 Physical Completion Letter: Following completion of all punchlist work, the city will prepare physical completion letter to the contractor and WSDOT, and Resident Engineer will recommend that City of Bremerton and/or Utilities accept the project. 5.17 Project Closeout: The City will be provided with all electronic documents and pictures. 5.18 Environmental Permitting: The Resident Engineer will review the Contractor's SWPPP and Construction Stormwater General Permit monitoring plan prepared by the Contractor. The Contractor shall be responsible for implementation and permit compliance. 5.19 Submittals: The Resident Engineer will coordinate review process for shop drawings, samples, traffic control plans, test reports, and other submittals from the Contractor for compliance with the contract documents. Key submittals to be transmitted to the Client for their review and approval. Submittals shall be logged and tracked by the city. 5.20 Request for Information ("RFI"): Resident Engineer will review and respond to RFIs. If needed route RFI to appropriate party for final decision. RFIs shall be logged and tracked by the City. 5.21 Record of Materials ("ROM"): Utilize ROM prepared by WSDOT Material Lab and update based on Special Provisions and Plans for use on the project, based on the contract specifications and WSDOT/LAG requirements. The city will maintain the ROM according to WSDOT Highways & Local Program Requirements. The ROM will track all of the materials delivered to the site including City of Bremerton Page 7 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A manufacturer/supplier, approved RAMs, QPL items, material compliance documentation, and all other required documentation. 5.22 Change Management Logs: The city will develop and maintain a case log that includes change orders, RFPs, and Field Work Directives per Highway & Local Programs Guidelines 5.23 Change Orders: Resident Engineer will develop change orders per Highway & Local Programs Guidelines, provide technical assistance to negotiate change orders, and assist in resolution of disputes that may occur during the course of the project. All change orders must be authorized by the City of Bremerton prior to issuance to the Contractor. Each change order will be executed in accordance with WSDOT Local Agency Guidelines and contain the following: • Change order • Independent Cost Estimate • Time Impact Analysis • Contractor's Pricing • Verbal Approval Memo • Change Order Checklist (LAG Manual) • Back up documentation 5.24 Field Work Directives: Resident Engineer will prepare field work directives as necessary to keep the contractor on schedule. 5.25 Minor Change Orders: Resident Engineer will develop minor change orders per WSDOT Highways & Local Program Requirements. Each minor change order will be executed in accordance with WSDOT Local Agency Guidelines and contain the following: • Independent Cost Estimate • Verbal Approval Memo • Back up documentation 5.26 Force Account: The city will track contractor force account labor, equipment, and materials. Provide payment according to WSDOT requirements. All force account calculations will be verified by the engineer and double checked by the documentation specialist per WSDOT LAG Manual. Deliverables • Change Order(s) • Minor Change Order(s) Assumptions It is assumed that any PSIPE/Landscape Warranty or site visits are not included in the above tasks. TASK 6 — SURVEY & MATERIAL TESTING 6.1 Survey Support: Consultant will provide surveying services on an as -needed basis to verify contractor provided surveying, and be available to answer questions about survey control and other items. 6.2 Material Testing: Coordinate the work of the materials testing technicians and testing laboratories in the observation and testing of materials used in the construction; document and evaluate results City of Bremerton Page 8 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 *:I:II:l1111111 of testing; and address deficiencies. Frequency of testing shall be as prescribed in the WSDOT Construction Manual and LAG manual. Materials testing will be performed by a consultant provided by the City of Bremerton. The material testing consultant will meet qualified tester requirements as identified in WSDOT LAG 52.3.32 for projects on NHS highway systems. Assumptions It is assumed that materials that require fabrication inspection per WSDOT LAG 52.3.32 will be conducted by WSDOT through a contract with the City of Bremerton. Materials that fall within this category include: Signal and Illumination poles, structural precast concrete items, and signs. TASK 7 — ADDITIONAL SERVICES Additional services requested by the City of Bremerton, will be performed only when authorized by the City. Authorization to perform additional services will be in writing, specifying the work to be performed, and basis of payment. Items such as Community Outreach (except as completed on a day to day basis by the inspector and resident engineer as described in task 3.1 — vii), Public Meetings, Ribbon Cutting Ceremony, claims analysis, surveying, services during shutdown periods of non -working days, and services for extended working days are examples of possible additional services. This fee is based on 70 working days (one week prior to construction, 60 working day contract and one week for closeout, 8 hour days), additional extension of days will be approximately $1,171.00 per day. A total of $10,000 has been included in the cost for services as a placeholder and serves as the Management Reserve for the Project. At the time these services are required, the Consultant shall provide a detailed scope of work and an estimate of costs. The Consultant shall not proceed with the work until the City of Bremerton has authorized the work and issued a notice to proceed. City of Bremerton Page 9 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 N/A Exhibit DBE Participation Agreement Number: Exhibit B - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data N/A B. Roadway Design Files N/A C. Computer Aided Drafting Files N/A Agreement Number: Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant All project related files are subject to review by the City of Bremerton E. Specify the Electronic Deliverables to Be Provided to the Agency See scope of work, Exhibit A F. Specify What Agency Furnished Services and Information Is to Be Provided N/A Agreement Number: Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 2 of 4 II. Any Other Electronic Files to Be Provided A copy of all electronic files may be provided to the City on DVD, upon request III. Methods to Electronically Exchange Data E-mail, CD, or FTP as approved by the City Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 3 of 4 A. Agency Software Suite N/A B. Electronic Messaging System Microsoft Outlook C. File Transfers Format PDF, MS Word, MS Excel Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 4 of 4 See Exhibit D, Attached Exhibit D Prime Consultant Cost Computations Agreement Number: Exhibit D - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 1 EXHIBIT D FEE SUMMARY Project: City of Bremerton West Belfair Valley Rd and Tracyton Beach Road Construction Services Fee 60 working days / 3 months Description 1K I? C1,11, Interdisciplinary Design Estimated Fee Task 1 - Management/Coordination/Administration $ 13,604 Task 2 - Design Support $ - Task 3 - Preconstruction Services $ 6,412 Task 4 - Construction Observation $ 39,332 Task 5 - Construction Services - Office $ 53,029 Task 6 - Survey & Material Testing $ 1,771 Task 7 - Additional Services $ 10.000 City of Bremerton Construction Management Services Fee Estimate Page 1 of 4 Total: $ 124,148 KPG Project Number 17112 February 2018 EXHIBIT D HOUR AND FEE ESTIMATE Project: City of Bremerton West Belfair Valley Rd and Tracyton Beach Road Construction Services Fee 60 working days /3 months 'Project Resident Manager Engineer Task Description $ 158.27 $ 110 69 `Const Inspector $ 72.37 Interdisciplinary Design Total Fee I 'Doc 'Audit I Specialist Oversight/K PG Admin $ $ 158.27 Fee Task 1 - Mana ementlCoordination/Admin€stratlon 1 1 Prni:zct Organization and Layout 400t--0-0 0 0 0 $ 61331 1.2 Mor+thJv Review and lnvoicin (4 months 12 40 0 24 $ 6,140 1 3 UDBE :Reporting 4 0 $ 633 Reimbursable expenses - see breakdown for details ( $ 500 Task Totals 56 4 0 0 24 13,604 Task 2 - Design Su ort 2 1 Project Design SuppLort _ 0 Reimbursable expenses - s_,: is reakdown for details 1 0 0 0 0 $ 5 Task Total 0 0 0 0 0 $ Task 3 - Preconstruction Services 3 1 Preconstruction Conference 4 4 4 0 0 $ 1.365 3.2 Preconstruction Review 8 Reimbursable ex uses - see breakdown for details 8 40 0 0 $ S.D46 $ - Task Total 12 12 1 44 1 0 1 0 1 % 6,412 Task 4 - Construction Observation 4.1 4.2 Construction Observation Material Testing - Coordination and trackin 0 0 0 4 420 20 0 0 0 ( $ _ 30,393 0 $ 1,890 4.3 UUUty Coordination 0 8 20 0 0 $ 2.333 4.4 Close Out 4 Reimbursable-axp.a,tses - see breakdown fardetalls 8 I 20 0 0 $ 2,966 $ 1,750 Task Total 4 20 1 480 0 0 S 39,332 Task 5 - Construction Services - Office 5.01 Document Control 0 8 0 0 0 $ 886 5.02 Pro ect Coordination 8 24 0 0 0 $ 3,923 503 Material Testing Documentation 0 16 0 0 0 $ 1,771 504 Weekly Meetings 16 36 0 0 0 $ 6,517 505 Initial Schedule Review 0 8 0 0 0 $ 886 ,--506 Lump Sum Breakdown 0 8 0 0 0 s 886 5.07 Monthly Payequests 0 36 0 0 0 $ 3,985 5,08 Monthly Schedule Review 0 8 24 0 0 $ 2,622 5,09 Certified Payroll 0 0 8 0 0 $ 579 5,10 Weekly Statement of Working Days 0 8 16 0 0 $ 2,043 5.11 WSDOT & FHWA Reporting 0 0 0 0 0 $ - 5.12 Subcontractor Documentation 08 8 0 0 5.13 Cost Projections 8 w 16 0 0 0 $ 3,037 5.14 Record Drawings 0 8 0 0 1 0 I$ 886 5.15 Audit Oversight 8 0 0 0 24 s 5,065 5.16 Physical Completion Letter 0 1 0 0 0 $ 111 _5,17 ProectCloseout 0 ! 12 24 0 0 $ 3,065 5,18 Environmental Permitting 0 0 0 0 0 $ - 5.19 Submittals 0 40 0 0 0 $ 4,428 5.20 Request for Information ftFl) 0 8 0 0 0 $ 886_ 5.21 Record of Materials.QLOK 0 8 8 0 0 $ 1,464 5.22 Change Management Logs 0 0 0 0 0$ 5.23 Change Orders 0 36 0 0 0 $ 3,985 5.24 Field Work Directives 0 16 1 0 0 0 $ 1,771 5.25 Minor Change Orders 0 8-1. 0 G 0 0 $ 886 526 Force Account 0 8 0 0 0 $ 886 Reimbursable expenses - see breakdown for details I $ 1.000 City of Bremerton KPG Construction Management Services Project Number #17112 Fee Estimate Page 2 of 4 February 2018 EXHIBIT D HOUR AND FEE ESTIMATE Project: City of Bremerton 1K 1P West Belfair Valley Rd and Tracyton Beach Road Interdisciplinary Design Construction Services Fee 60 working days /3 months Total Fee Task Description *Project Manager $ 158.27 Resident*Const Engineer $ 110.69 Inspector $ 72.37 *Doc Specialist $ *Audit Oversight/K PG Admin $ 158,27 Fee Task 6 - Survey & Material Testing 6.1 Survey Support 0 8 0 0 0 $ 886 6.2 Material Testing 0 8 0 0 0 $ 886 Reimbursable expenses - see breakdown for details $ Task Total 0 16 0 1 0 1 0 1,771 Task 7 - Additional Services 7.0 Management Reserve 0 0 0 0 0 $ 10,000 _ Reimbursable expenses - see breakdown for details 1 $ - Task Total 1 0 0 0 0 1$ 10,000 Total Hours 112 373 612 Subtotal: 0 48 $ 124,148 l r'�url, rates are based on the tollomIncq: Totals �+ Direct Salary Casts $ 59.05 $ 41 30 $ 27 00 $ $ 59.05 WSDOT Overhead Rate 138.02% I Fixed Fee 30% City of Bremerton KPG Construction Management Services Project Number #17112 Fee Estimate Page 3 of 4 February 2018 EXHIBIT D HOUR AND FEE ESTIMATE Project: City of Bremerton West Belfair Valley Rd and Tracyton Beach Road Construction Services Fee 60 working days / 3 months Reimbursable Breakdown Task 1 - Management/Coordination/Administration Mileage Reproduction _ Task 1 - Total IK CV44 Interdisciplinary Design Cost $ 500.00 $ 500.00 Task 2 - Design Support Mileage $ Reproduction $ Task 2 - Total $ Task 3 - Preconstruction Services Misc. Field Supplies Materials Testing' Task 3 - Total Task 4 - Construction Observation Mileage Misc Office Supplies Task 4 - Total Task 5 - Construction Services - Office _ Mileage Reproduction Task 5 - Total Task 6 - Survey & Material Testing Mileage _Reproduction _ Task 5 - Total $ 1,500.00 $ 250.00 $ 1,750.00 $ 1,000.00 $ 1,000.00 Task 7 - Additional Services Management Reserve $ 10,000.00 Reproduction $ - Task 6 - Total $ 10,000.0F Total Reimbursable Costs: $ 13,250.00 City of Bremerton KPG Construction Management Services Project Number 17112 Fee Estimate Page 4 of 4 February 2018 Adftk CWashingtonState A Department of Transportation April 10, 2017 KPG, Inc. 3131 Elliott Avenue, Suite 400 Seattle, WA 98121 Transportation Building 310 Maple Park Avenue S. E. P.O. Box 47300 Olympia, WA 98504-7300 360-705-7000 TIY-1-800-833-6388 www, wsdot.wa.gov Subject: Acceptance FYE 2016 ICR — Risk Assessment Review Dear Ms. Susan Rowe: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2016 ICR of 138.02%. This rate is applicable to Washington Local Agency Contracts only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consu I tartrates CC wsdot. wa.gov_ Regards; Jonson, Erik cosi8n ERIK K. JONSON Manager, Consultant Services Office EKJ:kms Acceptance ICR Risk Assessment Review Certification of Final Indirect Costs Firm Name: KPG, Inc. Indirect Cost Rate Proposal: 138.02% Date of Proposal Preparation (mm/dd/yyyy): 03/17/2017 Fiscal Period Covered (mm/dd/yyyy to mm/dd/yyyy): 01/01/2016 to 12/31/16 1, the undersigned, certify that 1 have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief. - 1.) All costs included in this proposal to establish final indirect cost rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (FAR) of title 48, Code of Federal Regulations (CFR), part 31. 2.) This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR 31. All known material transactions or events that have occurred affecting the firm's ownership, organization and indirect cost rates have been disclosed. Signature: Name of Certifying Official* (Print): Nelson Davis Title: President Date of Certification (mm/dd/yyyy): 03/17/2017 *The "Certifying Official" must be an individual executive or financial officer of the firm at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has the authority to represent the financial information utilized to establish the indirect cost rate for use under Agency contracts. Ref. FHWA Directive 4470.1A available on line at: htto://www,fhwe.dot_gov4gsregs/directives/orders/44701a.htm O/H Certification; Nov 2010 Exhibit E Sub -consultant Cost Computations There isn't any sub -consultant participation at this time. The CONSULTANT shall not sub -contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub -Contracting" of this AGREEMENT. N/A Agreement Number: Exhibit E - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/0112017 Page 1 of 1 Exhibit F Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub -consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. Solicitations for Sub -consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub -contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub -consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub -consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: Exhibit F - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit G Certification Documents Exhibit G -1(a) Certification of Consultant Exhibit G -1(b) Certification of Bremerton Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data Agreement Number: Page 1 of 1 Exhibit G -1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of KPG, P.S. whose address is 2502 Jefferson Avenue Tacoma, WA 98402 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be furnished to the Washington Department of Transportation (WSDOT) and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. KPG, P.S. Consultant (Firm Name) . LG• / Signature (Au orized Official of Consultant) Date Agreement Number: Page 1 of 1 Exhibit G -1(b) Certification of City of Bremerton I hereby certify that I am the: 0 Certified Authority ❑ Other of the City of Bremerton , and KPG, P.S. or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the Washington State Dept of Transportation (WSDOT) and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Signature Date Agreement Number: Page 1 of 1 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. KPG, P.S. Consultant (Firm Name) 5ignat a (Authori ed Official of Consultant) Date Agreement Number: Page 1 of 1 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub -contracts, which exceed $100,000, and that all such sub -recipients shall certify and disclose accordingly. KPG, P.S. Consultant (Firm Name) Signature (Auth rued Official of Consultant) Date Agreement Number: Page 1 of 1 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of Innovative Safety Project * are accurate, complete, and current as of 2/26/2018 **. This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: KPG, P.S. e� Signature Date of Execution***: Principal Title *Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.) **Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: Page 1 of 1 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ No Change The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of $ No Change Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ Not Applicable • Include all costs, fee increase, premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. Agreement Number: Exhibit H - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub -consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: Exhibit I - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 2 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: Exhibit I - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 2 of 2 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures Agreement Number: Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. 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N O .05 O 4-, O O 4-1� s � c'5 (3) v v Vn s O-0 L J c� Ln O v J 4-J m s 4-J O O u c� v .E E O Ln Ln O O u O O .;_' c� a� c� u a� c� 4-d O 4-1 4-J c� V � O N ' N E m E V) N i O N u i O 4-' U E Q � cn � s 0 s 4-d E O U - N O N V s co N 4-j N N N O O u � � N Q1 � 4-d U i � s v 4-1 '� O s +-' O V c: O E p 4-d 0 Q V N c� a� o 4-� c� s O � (v � O c� — (31 • > c� (V Ln (v C: 'FE 4 i 4-d i W N CO 4-d '7v 4 ;�.-+ a= N O N V s co N 4-j N O N v u � • (3.) u � a� N O E � � v V v� v� Q t/ 1 LZ ' O C � U O Z J a dJ 0-4- 0 4—O � p — > O c Q +..► O C: O - O v v ' > vn -0 v� Z D O D a) E O V •v � O � D �n i LnO (V Q1 V c� V Council Reports & General Council Business February 28, 2018 • Public Works Committee Briefing • General Council Business: Kitsap Transit Composition Review Board 60 Washington Avenue; Suite 200 Bremerton, WA 98337 Phone: 360.478.6230 Fax: 360.377.7086 www.kitsaptransit.org February 8, 2018 City of Bremerton 345 6`" Street #600 Bremerton, WA 98337 Re: Kitsop Transit Board Composition Review Dear Mayor Wheeler & Council members: Every four years an elected representative designated by the Kitsap County Board of Commissioners and an elected representative of each of the component cities within the boundaries of Kitsap Transit (i.e., all of Kitsap County) must review the composition of Kitsap Transit's Board of Commissioners.' Hereafter, I will refer to those designated representatives as the "Review Committee." I respectfully request that Kitsap County and each City designate and supply me with the name of an elected representative to serve on this Review Committee. I am attaching a revised Memo from Kitsap Transit's General Counsel, which summarizes Kitsap Transit's existing Board composition and the procedural steps necessary to conclude the review. Subject to your respective approvals, I have scheduled the following date and time for a Review Committee meeting date: Date Meeting Place March 8, 2018 Kitsap Transit Harborside Conference Room Staff will work with representatives to find an agreeable time, to be determined once the members have been designated. If you have questions, please do not hesitate to call me or Mr. Templeton. In advance, I thank you for your courtesies and consideration. Sincerely, John W. Clauson, Executive Director cc: Mark Fuller Connecting Communities See RCW 36.57A.05 REVISED AND CORRECTED MEMO RE: BOARD COMPOSITION REVIEW FROM: Ronald C. Templeton, General Counsel RE: Periodic Review of Board Composition I. Summary of Review Statute Kitsap Transit is a Public Transportation Benefit Area ("PTBA") governed by Chapter 36.57A RCW. RCW 36.57A.055 obligates "members of the County legislative authority and the elected representative of each [component] city within the boundaries [of the PTBA] to review the governing body of the [PTBA] and change the composition of the governing body if the change is deemed appropriate. " i Composition review must occur every four years. The review must occur at a "meeting of the designated representatives of the component county and cities". 20 days notice of the meeting must be given by Kitsap Transit's Executive Director. A majority of the designated representatives present at the meeting constitute a quorum. Hereafter, I will refer to the Review representatives as the "Review Committee". KT's last review occurred in 2014. Il. Kitsap Transit's Current Board Composition Under Kitsap Transit's current By -Laws, Kitsap Transit's Board of Commissioners consist of nine (9) voting members and one (1) non-voting member. The voting members consist of the following: The 3 County Commissioners; The Mayor of Bremerton; A Member of the Bremerton City Council, chosen by the Council; The Mayor of Poulsbo or a Member of the Poulsbo City Council, chosen by the Council; The Mayor of Port Orchard or a Member of the Port Orchard City Council, chosen by the Council; The Mayor of Bainbridge Island or a Member of the Bainbridge Island City Council, chosen by the Council; ' In my initial memo, I read "members of the County Legislative authority to mean all members of the legislative authority of the County. I now believe the sentence was intended to mean the designated members of the County and cities. MEMO RE: BOARD COMPOSITION REVIEW - Page 1 2-8-2018 An at -large member from one of the component Cities, other than City of Bremerton, chosen by the Board Chair for a two year period. This position rotates between the Cities every two years. The current At Large Member is a City of Poulsbo Council member chosen to fill the vacant position held by the City of Bainbridge Island in 2016. He is currently fulfilling the second year of the two year (2017-2018) cycle, The non-voting member is elected by a majority vote of the three labor organizations which represent the classified employees of Kitsap Transit. III. Procedural Recommendations In order to comply with the Review Statute, I suggest the following: 1. Select a proposed date and time for a Review Meeting well in advance of the proposed date. 2. KT's Executive Director, Board Chair, Clerk or General Counsel should send a letter to the County and each component city advising each city and the County that they must designate an elected representative to attend the Review Meeting. Presumably, that designation should be made by each City Council at a regular or special meeting and by the County's Board of Commissioners at a regular or special meeting. The elected representative could be a City's current representative that sits on KT's Board. But keep in mind even though the Cities of Bremerton and Poulsbo currently have two elected representatives who serve on KT's Board, only one elected official from each City can participate in the Review. 3. Each City and the County need to transmit the name and contact information for their respective designated representative to Kitsap Transit's Executive Director. 4. Twenty (20) days before the proposed Meeting, Kitsap Transit's Executive Director must transmit written notice of the Meeting to the County and the designated representatives of the County and the four (4) Cities within Kitsap County. 5. Out of caution, the Meeting should be treated as a public meeting and published as if it were a special meeting of Kitsap Transit's Board or of the legislative authorities of the component jurisdictions. MEMO RE: BOARD COMPOSITION REVIEW - Page 2 2-8-2018 At the time the Meeting is convened, the members of the Review Committee should elect a chair to preside over the Meeting and designate the Clerk of Kitsap Transit's Board to serve as the Clerk/Recording Secretary to record and keep minutes of the Meeting. 7. The Review Statute makes no provision for the participation in the review process by the labor organization(s) that represent the employees of a PTBA. Out of courtesy, KT should give notice of the Meeting to each labor organization and encourage the representatives of each labor organization to provide written input for the consideration of the Review Committee, IV. Composition Parameters RCW 36.57A.050 sets forth the following rules regarding the composition of the Board. The Board may not include more than 9 voting members. 2. All voting Members be elected officials. 3. At least one Board Member must be appointed by the City Councils of each of Kitsap County's four Cities. 4. At least one Board. Member must be appointed by the County Commissioners. The Review Committee is free to (i) reduce the City of Bremerton's representative to one person appointed by the City Council; (ii) reduce the County's representative to one or two of the County's Commissioners; and {iii} reduce the number of voting Board Members to five or more. If reductions occur in the number of County Representatives and/or the City of Bremerton's Representatives, the Review Committee may create more at large positions. MEMO RE: BARD COMPOSITION REVIEW - Page 3 2-8-2018