Loading...
HomeMy WebLinkAbout01/12/2022 STUDY SESSION AGENDA PACKET______________________________________________________________ CITY COUNCIL 345 6th Street, Suite 100, Bremerton, WA 98337 Phone (360) 473-5280 * * * A M E N D E D * * * WEDNESDAY, JANUARY 12, 2022 CITY COUNCIL STUDY SESSION AGENDA 5:00 PM – Via Zoom Webinar To help reduce the spread of COVID-19, the City Council is conducting a Study Session via Zoom Webinar. The Study Session is open to the public to listen in, but there will be no opportunities for input; no action is anticipated; and the content of these items is subject to change. If approved by the Council, these items will be placed on the January 19, 2022 City Council Meeting Agenda… Members of the public are invited to join the Zoom webinar by clicking on the following link: https://us02web.zoom.us/j/81742850647?pwd=SXIvclg4TmdWcGRqUkVyUEdOWUg5dz09 Or iPhone one-tap: US: +12532158782,,81742850647#,,,,*209823# or +16699006833,,81742850647#,,,,*209823# Or Telephone: Dial (for higher quality, dial a number based on your current location): US: +1 253 215 8782 or +1 669 900 6833 or +1 346 248 7799 or +1 929 205 6099 Webinar ID: 817 4285 0647 Passcode: 209823 Public questions or comments may be submitted ahead of time to City.Council@ci.bremerton.wa.us A.BRIEFINGS ON AGENDA ITEMS 1.Interagency Agreement with the Washington State Administrative Office of the Courts for 2021 – 2022 Interpreter Grant Funding 2.Professional Services Agreement with Kitsap Community Resources for City of Bremerton 2022 Weatherization and Minor Home Repair Program 3.Purchase of Picnic Shelter from Cascade Recreation, Inc. through the King County Directors Association Purchasing Cooperative for the Kitsap Lake Park Renovation Project 4.Agreement with Kitsap County Department of Human Services for Behavioral Health Navigator Services – 1/10 of 1% Funding 5.Sole Source Purchase of four (4) Lifepak 15 Cardiac Monitors from Stryker Medical 6.Professional Services Agreement with Toole Design Group, LLC for the Wayfinding Signage Planning Project 7.Goods and Services Agreement with CED, Inc. for the Purchase of Street Light Fixtures for the Downtown LED Lighting Improvements 8.Renewal of Aquatic Lands Easement with the Washington State Department of Natural Resources for the 18-inch Water Transmission Main under Port Washington Narrows B.EXECUTIVE SESSION 1.20-Minutes to evaluate the qualifications and compensation of an applicant seeking public employment as allowed under RCW 42.30.110 (1) (g); Action is anticipated… C.GENERAL COUNCIL BUSINESS Race Equity Advisory Committee Monthly Briefing – 2021 Chair Leslie Daugs Audit Committee Monthly Briefing – 2021 Chair Leslie Daugs 2022 Council Committee Assignments – Council President Michael Goodnow Other General Council Business D.ADJOURNMENT OF STUDY SESSION ACC AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: January 12, 2022 Interagency Agreement with the Washington State Administrative Office of the Courts for 2021 – 2022 Interpreter Grant Funding COUNCIL MEETING Date: January 19, 2022 Department: Municipal Court Presenter: Dawn Williams Phone: (360) 473-5242 SUMMARY: This Interagency Agreement between the Administrative Office of the Courts and the Bremerton Municipal Court provides reimbursement for up to 50% of interpreter costs not to exceed $7,862.00 from July 1, 2021 to June 30, 2022. ATTACHMENTS: Interagency Agreement IAA22452 between the Administrative Office of the Courts and Bremerton Municipal Court. FISCAL IMPACTS (Include Budgeted Amount): Reimbursement Funding in an amount not to exceed $7,862.00. No matching funds are required. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to accept the Interagency Agreement IAA21554 between the Washington State Administrative Office of the Courts and the Bremerton Municipal Court; and authorize the Court Administrator to finalize 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 A1 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: January 12, 2022 Professional Services Agreement with Kitsap Community Resources for City of Bremerton 2022 Weatherization and Minor Home Repair Program COUNCIL MEETING Date: January 19, 2022 Department: DCD-CDBG Presenter: Sarah Achaoui Phone: (360) 473-5375 SUMMARY: In the passing of the 2022 Budget the City Council Authorized a $100,000 expenditure from the Affordable Housing Capital Fund to Kitsap Community Resources for the Weatherization and Minor Home Repair Program. This program will begin January 1, 2022 and is anticipated to serve approximately 10 to 15 households. ATTACHMENTS: Professional Services Agreement including Exhibit A FISCAL IMPACTS (Include Budgeted Amount): $100,000 from the Affordable Housing Fund for Citywide Weatherization and Minor Home Repair STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☐ Consent Agenda ☒ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the Professional Services Agreement and Scope of Work for Citywide Weatherization and Minor Home Repair with Kitsap Community Resources in the amount of $100,000; 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 A2 Page 1 of 8 Bremerton/Kitsap Co mmunity Resources Weatherization and Minor Home Repair Rev. 12/2021 PROFESSIONAL SERVICES AGREEMENT Kitsap Community Resources Weatherization and Minor Home Repair The City of Bremerton (“City”) and Kitsap Community Resources (“Agency”), referred to collectively as the “Parties,” enter into the following Agreement for professional services: I. Scope: The Agency agrees to perform the services more specifically described in the Scope of Work, dated January 1, 2022, including any attachments thereto , attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Agency further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Agency agree that work will begin on the tasks described in Exhibit A beginning January 1, 2022. The parties agree that the work described in Exhibit A is to be completed by December 31, 2022. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Agency in an amount not to exceed $100,000. The Agency shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. Agency shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Agency shall only be compensated for additional services if requested pursuant to Section I. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Agency of its obligations under this Agreement. IV. Relationship of Parties: Agency represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Agency and its personnel are independent and not employees of the City. Agency and its personnel have no authority to bind the City or to control the City’s employees and other Subcontractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-contractors of the Agency. Agency will be solely and entirely responsible for its acts and for the acts of Agency’s, employees, representatives and Page 2 of 8 Bremerton/Kitsap Co mmunity Resources Weatherization and Minor Home Repair Rev. 12/2021 sub-contractors during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent sub-contractors to perform the same or similar work. As an independent Agency, Agency is responsible for its own management. The City’s administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Agency or its personnel. As an independent Agency, Agency is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes, fees, permits, and necessary licenses include but are not limited to State industrial insurance, Washington State Department of Labor and Industries requirements, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due to the Agency. V. Indemnification: A. Agency 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 except for that portion of the injuries and damages caused by the City’s sole negligence, unless Agency is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Agency’s services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City, its officers, officials, employees, agents and volunteers, the Agency's liability hereunder shall be only to the extent of the Agency's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Agency’s waiver of immunity under industrial insurance, Title 51 RCW, solely for the purposes of this indemnification. The parties further acknowledge that they have mutually negotiated this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Agency 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 Page 3 of 8 Bremerton/Kitsap Co mmunity Resources Weatherization and Minor Home Repair Rev. 12/2021 connection with the performance of the work hereunder by the Agency, its agents, representatives, employees, or sub-contractors. Before beginning work on the project described in this Agreement, the Agency 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 general 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; explosion, collapse and underground (XCU) if applicable; and 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 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 Agency. All required policies shall be provided on an “occurrence” basis except professional liability insurance (if required), which may be provided on a “claims-made” basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Agency and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Agency'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 Agency's insurance shall be primary and non-contributory 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 Consultant to advise the City’s Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or Page 4 of 8 Bremerton/Kitsap Co mmunity Resources Weatherization and Minor Home Repair Rev. 12/2021 substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: The Agency shall submit the Performance Report and the Demographic Report quarterly, due 10 days after the end of each quarter, as required by the City to meet its local obligations. The required format is provided in EXHIBIT “B” (1) Quarterly reports shall include the progress made to date, or justification for lack of progress in providing the services specified in Exhibit A, Scope of Work. (2) Quarterly reports on the demographic, Veteran’s status, neighborhood residence, and income information regarding persons assisted by the Agency through this Agreement. (3) Semi-Annual budget reconciliation which will compare your approved budget with actuals for year-to-date. (4) Close out reports including a final performance report, inventory of all property improved with City funds, and final financial report, upon termination or completion of the award. B. Benefit to Low Income People: Agency shall provide services to benefit very low and low income persons in the City of Bremerton. All persons assisted must be under 80% of the Bremerton-Silverdale MSA. The Agency shall maintain records that clearly document the income range and household size of the persons it serves. C. Work Performed at Agency's Risk: Agency shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-contractors in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Agency's own risk, and Agency 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. D. Place of Work: The Agency shall perform the work authorized under this Agreement within the City limits of Bremerton Washington. Homes must be located within the Bremerton City limits. Page 5 of 8 Bremerton/Kitsap Co mmunity Resources Weatherization and Minor Home Repair Rev. 12/2021 E. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. F. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. G. Modification: This Agreement may only be modified by written instrument signed by both Parties. H. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Notices to be sent to: Notices to be sent to: CITY: AGENCY: Sarah Achaoui Anthony Ives CDBG Administrator Executive Director 345 6th Street, Suite 100 845 8th Street Bremerton, WA 98337 Bremerton, WA 98337 I. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. J. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. K. Compliance with Laws: Agency shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. L. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. M. 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. N. Assignment and Subcontracting: The Agency shall not assign or subcontract any portion of the services provided within the terms of this Agreement without obtaining prior written approval from the City. All terms and conditions of this Agreement shall apply to any approved subcontract or assignment related to the Agreement. Page 6 of 8 Bremerton/Kitsap Co mmunity Resources Weatherization and Minor Home Repair Rev. 12/2021 O. Rental Requirements: In the event City funds will be used to improve rental units the following agreements must be in place between the Agency and the Owner of the property being improved with City funds (“Owner”): a) “Rent” is defined as the tenant’s monthly payment to the Owner (non- subsidized housing) or the contract rent (subsidized housing). b) Owner shall provide a Covenant for low-income occupancy for a period of 5 years after the improvements will be made. c) Weatherization improvements cannot be used to justify any rent increase. d) The current tenants and any successive tenants during the period of affordability as defined below, are the intended beneficiaries of this agreement and shall have a right to inform the agency of any rental increases. P. Guaranteed Period of Affordability: When City funds are used to improve units that are owned by an owner and rented out, or owned by a person and used as their primary residence the following agreements must be in place between the Agency and the Owner: a) In the event the Owner sells the premises within five (5) years after weatherization work is completed the owner will comply with one of the two following conditions: i. The Owner shall repay the agency at the date of sale a prorated amount equal to the percentage of the five (5) years period remaining, times the full value of the material and labor as documented by agency work records. ii. The Owner shall obtain in writing prior to the sale the purchaser’s agreement to assume the owner’s obligations under this agreement. The Owner shall immediately upon entering into an agreement of sale of premises, so inform both the agency and tenants by written notice. Q. Expenditure limit per project location: The City authorizes up to $7,500 per unit improved with City funds. If it is required that expenditures go over $7,500 per unit the Agency must get written approval from the City. VIII. Equal Employment Opportunity Statement: In the hiring of employees for the performance of work under this Agreement, the Agency or any person acting on behalf of Agency shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. Page 7 of 8 Bremerton/Kitsap Co mmunity Resources Weatherization and Minor Home Repair Rev. 12/2021 IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. X. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party’s sending notice to the non-performing Party. Any Notice by Agency shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Delays: The right of Agency to proceed shall not be terminated nor shall Agency be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national e mergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Agency, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Agency must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Agency to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Agency's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Agency was contracted to perform shall be without liability or legal exposure to the Agency. Page 8 of 8 Bremerton/Kitsap Co mmunity Resources Weatherization and Minor Home Repair Rev. 12/2021 IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: AGENCY: CITY OF BREMERTON KITSAP COMMUNITY RESOURCES By: By: Print Name: Print Name: Its: Its: Date: Date: APPROVED AS TO FORM: ATTEST: By: By: Kylie J. Finnell, Bremerton City Attorney Angela Hoover, City Clerk 2021 Subrecipient Agreement – [Kitsap Community Resources/Weatherization and Minor Home Repa ir] A. Project Description Weatherization and minor home repair services for 10 to 15 homes (both owner occupied and rental units) within the City of Bremerton. B. Project Scope / Tasks: 1 Weatherization and or Minor home repair of 10 to 15 homes in the City of Bremerton. 2 Ensure clients income qualify below 80% Bremerton-Silverdale MSA. 3 Obtain all necessary permits from City and L&I. 4 Ensure workers and homeowners are safe during weatherization/minor home repair work process. 5 Work with local general contractors on approved KCR vendor list. 6 Educate clients on conservation education and screen homes for Health Plus Matchmaker program . 7 Follow general contractors through job progression to ensure quality assurance. 8 Perform comprehensive final inspection to ensure work meets specification and local codes . 9 Ensure landlords agree to rent freeze. 10 Track short and long term successes through the following measureable outcomes:  Track homeowners heating usage 12 months post on Weatherized units.  Short and long term Improvement of indoor air quality and health and safety. 11 Maintain required records and track relevant data to demonstrate program successes, including number of unduplicated clients served in the City. 12 Submit quarterly reports and billing vouchers in a timely manner 13 Submit photos (JPEG) of the program in action with your final quarterly report C. Project Milestone Schedule The time frame for completion of the outlined activities shall be: Milestone / Task Start Date End Date Weatherization or minor home repair of 10 to 15 units 1/1/2022 12/31/22 If any of these activities exceed the timelines by two months, a revised work schedule must be submitted to City. EXHIBIT A – SCOPE OF SERVICES AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: January 12, 2022 Purchase of Picnic Shelter from Cascade Recreation, Inc. through the King County Directors Association Purchasing Cooperative for the Kitsap Lake Park Renovation Project COUNCIL MEETING Date: January 19, 2022 Department: Parks & Recreation Presenter: Jeff Elevado Phone: (360) 473-5428 SUMMARY: The Parks & Recreation Department applied for and was awarded funding from the Recreation and Conservation Office’s Aquatic Lands Enhancement Account in the amount of $438,200 for improvements to Kitsap Lake Park. One of the scope items is the addition of a picnic shelter for the upper park area. Pricing for the structure has been competitively solicited and publicly awarded through the King County Directors Association Purchasing Cooperative (KCDA). Total equipment cost: $29,480.52 plus WSST. ATTACHMENTS: 1) Cascade Recreation, Inc. Quotation #11076 Updated 2) KCDA Contract Information and Contract Extensions. FISCAL IMPACTS (Include Budgeted Amount): Funding will come from the RCO/ALEA Grant in the amount of $438,200 as part of the Kitsap Lake Park Renovation Project STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the purchase agreement of a picnic shelter from Cascade Recreation, Inc. through the KCDA Purchasing Cooperative in the amount of $29,480.52 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 Deny Table Continue No Action Form Updated 11/09/2021 A3 Updated Date 1/9/2022 Quote # 11076 TO:Bremerton Parks 680 Lebo Blvd. Bremerton, WA 98310 Total Subtotal Sales Tax (9.0%) ~ Terms: Net 30 days upon approval of credit. ~ Credit card transactions are subject to a 3% surcharge. ~ Quotes are valid for 30 days. ~ Quote does not include surfacing, border or installation unless specifically stated. ~ Davis Bacon and Prevailing Wage fees not included unless specifically stated. ~ Lead times vary by manufacturer ~ See terms and conditions for more information. Acceptance of Proposal and Terms and Conditions of Sale: _________________________________________ Signature PO#____________ Date_____________________ Quoted by Brett Oliver Office: 253-566-1320 Cell: 253-380-8849 info@cascaderec.com www.cascaderec.com PO Box 64769 University Place, WA 98464 Description Qty Price Total REVISED: DO NOT DUPLICATE RE: Kitsap Lake Park Classic Recreation shelter, model 12' x 32' Marana. 1 26,553.75 26,553.75T - HR-36 roof - 2:12 roof pitch - 2 x 6 T & G sub roof - 8' eave height -wood fascia - 3 columns - direct bury - TGIC poly powder coat with zinc rich primer -electrical provisions for 4 outlets -gutter and 2 downspouts 6% KCDA discount 1 -1,693.23 -1,693.23T Structural Calculations 1 950.00 950.00T Freight - customer responsible to off load equipment 1 3,670.00 3,670.00T *currant lead time is approximately 26 weeks. **Optional: Standing Seam roof with tube steel fascia in place of HR-36 roof, add $4,978.75 to list price before discount. $32,133.76 $29,480.52 $2,653.24 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: January 12, 2022 Agreement with Kitsap County Department of Human Services for Behavioral Health Navigator Services – 1/10 of 1% Funding COUNCIL MEETING Date: January 19, 2022 Department: Police Presenter: Sgt. Tim Garrity Phone: (360) 473-5236 SUMMARY: The Agreement is for the appropriation of $50,000 for the purpose of augmenting funding of a Behavioral Health Navigator, within the crisis intervention level, for services to reduce the number of people who recycle through the hospitals, emergency rooms, crisis services and criminal justice systems. ATTACHMENTS: Kitsap County Agreement KC-023-22 FISCAL IMPACTS (Include Budgeted Amount): Behavioral Mental Health Navigator (Salary and Benefits - $107,066) – Position approved in the 2022 budget. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the Agreement; 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 11/09/2021 A4 CFDA#: N/A AGREEMENT KC-023-22 This Agreement is entered into between Kitsap County Department of Human Services and the City of Bremerton, for Behavioral Health Navigator Services to provide high risk (suicidal persons) and high to moderate utilizers of mental health services with a mental health specialist who works to connect individuals with needed services. These connections include but are not limited to court diversions, High Utilizer reductions, suicidal outreach and various connections to social service organizations such a drug treatment, adult protective services, and counseling. I. Purpose This Agreement is for the appropriation of $50,000 for the purpose of augmenting state and federal funding of mental health, chemical dependency and therapeutic court programs and services with the goal of preventing and reducing the impacts of disabling chemical dependency and mental illness by creating and investing in effective, data driven programs for a continuum of recovery-oriented systems of care per RCW 82.14.460 for the time period January 1, 2022 – December 31, 2022. Funding must be used solely for the purpose of providing for the operation or delivery of chemical dependency or mental health treatment programs and services and for the operation or delivery of therapeutic court programs and services. No funding provided under this contract may be used to supplant existing funding for these programs. II. Collaboration and Collective Impact City of Bremerton shall take the initiative to work with other systems to reduce fragmentation or duplication and to strengthen working relationships utilizing collective impact strategies. City of Bremerton will provide quarterly updates on collaborative efforts and outreach activities that will include issues mutually identified by City of Bremerton and respective systems that can be addressed through collective impact strategies. Examples of such systems include: mental health, veterans, adult protection and welfare, education, criminal justice, housing, employment services, primary health care plans and other publicly-funded entities promoting substance abuse and mental health services. All entities providing services to working age adults and youth shall establish a connection with the local WorkSource system to ensure people have access to employment training and placement services. III. Identification and Coordination of Available Funding Sources City of Bremerton is required to identify and coordinate all available funding resources to pay for the mental health and chemical dependency services funded by this contract, including Federal (Medicaid and Affordable Care Act, etc.), State, local, private insurance and other private sources. The 1/10th of 1% funding should be utilized as a Payor of Last Resort. IV. Project Description This project will provide behavioral health services within the Crisis Intervention level of the continuum of care and addresses the following strategic goals: • Reduce the number of people in Kitsap County who use costly interventions including hospitals, emergency rooms, and crisis services. • Reduce the number of people in Kitsap County who recycle through the criminal justice systems, including jails and prisons. • Reduce the number of chemically dependent and mentally ill youth and adults from initial or further criminal justice system involvement. This project will provide for Behavioral Health Navigator Services to provide 110 high utilizers with a mental health specialist who works to connect individuals with needed services. V. Project Activities The Behavioral Health Navigator Program will provide the Bremerton Police Department with an imbedded mental health specialist who will work to connect individuals with mental health and/or substance use disorders to needed services to reduce law enforcement and emergency services responses. The Navigator will co-respond with officers and will provide outreach after police contact. The Navigator will act as a liaison between the police and our community partners including the Bremerton Fire Department, attorneys, courts, corrections, and service providers (KMH, DCRs, Salvation Army, housing providers etc.) to provide the best outcomes for the individual. This includes advocating for mental health and drug abuse treatment, jail diversion programs, housing and continuity of care. The Navigator will meet people where they are located. This includes the Salvation Army, Coffee Oasis, the Police Station, Municipal Court, Jail or at a private residence. If the Navigator is going to a private residence, or if the person they are to meet is known to be volatile, the Navigator will be accompanied by a police officer for security. The Navigator Program will work with anyone referred to the Navigator by the police department, and occasionally the courts or fire department. As each case and person is different with different needs, the Navigator will work to connect the person to the social services which may be able to assist that person. This will be accomplished by making a personal contact with the provider and following up to see if the person made the appointment. VI. Project Design The co-response model of pairing a behavioral health specialist with a police officer is recognized as an emerging best practice across the country. Co-responder teams fall into Intercepts 0 and 1 in the commonly used Sequential Intercept Model, a conceptual model to inform community-based responses to the involvement of people with mental and substance use disorders in the criminal justice system. When law enforcement responds to calls for service involving individuals experiencing a behavioral health crisis, it is often related to unmet treatment needs, not major crimes or violence. Cities and counties are increasing their use of law enforcement and behavioral health co-responder models, recognizing that many situations cannot be solved by arrest, but instead are best addressed by behavioral health clinicians and crisis specialists. At its core, the co-responder framework typically features a specially trained team that includes at least one law enforcement officer and one mental health or substance abuse professional responding jointly to situations in which a behavioral health crisis is likely to be involved, often in the same vehicle, or arriving on scene at generally the same time. VII. Project Outcomes and Measurements City of Bremerton will participate in the Evaluation Plan for Treatment Sales Tax Programs. Programs or services implemented under the Treatment Sales Tax are monitored by the Citizens Advisory Committee. The City of Bremerton will have an evaluation plan with performance measures developed in partnership with Kitsap Public Health District Epidemiologist. The emphasis will be on capturing data at regular intervals that can be used to determine whether Treatment Sales Tax funded programs met expectations. Some common measures will be identified that will be reported on. Evaluation efforts must include standardized data collection and reporting processes that produce the following types of information: • Quantity of services (outputs) • Level of change occurring among participants (outcomes) • Return-on-investment or cost-benefit (system savings) if evidence-based • Adherence to the model (fidelity) • Common measures (to be identified by the Citizens Advisory Committee and Kitsap Public Health District staff that all programs must report on) Data will be collected to monitor the following goals and objectives identified by the Contractor: Goal #1: Work with the court system on diversion and treatment plans as requested by the courts. Objective #1: Coordinate service connection and law enforcement action related to diversion plans. Number of diversion plans will be dictated by the court. Goal #2: Reduce high utilizers interaction with the court system and emergency services. Objective #2: High utilizer reduction of 20% (up to 10 individuals per year). A High Utilizer is a person who has a mental health and /or substance use disorder and is contacted by the Bremerton Police Department on 10 or more occasions. A reduction is no negative law enforcement contact for a period of three months. Goal #3: Attend Officer CIT Training as an observer or participant to explain the Navigator Program to the other varied service organizations and law enforcement agencies. Objective #3: Attend at least one CIT training per year of the 3 which are normally offered. Attend advanced CIT training as available. Goal #4: Connect People to services. Objective #4: Connection to services rate of 75% for people interested in assistance. (Navigator made the connection and followed up with the provider to see if the person went or not). Goal #5: Connecting suicidal people to services. Objective #5: Post Suicidal Call outreach of 90% when the person is not detained by a DCR. (Navigator made the call to the number listed in the police report or other agency report to connect with the person and/or their family to inquire about the persons welfare and any needed services VIII.Data Collection and Reporting The City of Bremerton will provide a Quarterly Report to the Kitsap County Department of Human Services by April 30, July 31, and October 31, 2022; and January 31, 2023 each year funding is received under this grant, detailing progress made on program outcomes during the quarter, what other funding sources have been investigated, and what the future potential for alternative funding is. In addition, outcomes identified in the Evaluation Plan for Mental Health, Chemical Dependency and Therapeutic Court Programs will be reported. IX.Billing and Payment Payments to the City of Bremerton shall be requested using an invoice form, which is supplied by the County. City of Bremerton invoices must be sent to the County by the fifteenth (15th) calendar day after the end of the month. The City of Bremerton is authorized to receive payments in accordance with the cost reimbursable budget included under this agreement. The City of Bremerton will comply with the following standards as applicable. Reimbursement Request – Upon Completion of each month, the City of Bremerton must provide to the County a written explanation of expenditures which are less than 90% of, or more than 115% of the year-to-date budgeted total. All payments to be made by the County under this agreement shall be made to: City of Bremerton 345 6th Street Suite 100 Bremerton, WA 98337 The agreement shall not exceed the total amount indicated on the cover sheet of this agreement and any other modifications hereof. X.Duration This agreement is in effect from January 1, 2022 – December 31, 2022. XI.Amendments This agreement may only be modified by one or more written amendments duly approved an executed by both parties. XII.Attachments The parties acknowledge that the following attachments, which are attached to this agreement, are expressly incorporated by this reference: Attachment A: Budget KC-023-22 This Agreement shall be effective January 1, 2022. Dated this ___ day of ________, 2022. Dated this ___ day of _________, 2022. CONTRACTOR CITY OF BREMERTON ______________________________ Tom Wolfe, Chief of Police KITSAP COUNTY BOARD OF COMMISSIONERS __________________________________ EDWARD E. WOLFE, Chair __________________________________ CHARLOTTE GARRIDO, Commissioner __________________________________ ROBERT GELDER, Commissioner ATTEST: __________________________________ Dana Daniels, Clerk of the Board Attachment A: Budget Agency Name: Bremerton Police Department Project Name:Bremerton Behavioral Health Outreach Program Contract:$50,000 Agreement #KC-023-22 1/1/2022 4/1/2022 7/1/2022 10/1/2022 Total 3/31/2022 6/30/2022 9/30/2022 12/31/2022 Budget Personnel 12,500.00$ 12,500.00$ 12,500.00$ 12,500.00$ 50,000.00$ Manager and Staff (Program Related)9,500.00 9,500.00 9,500.00 9,500.00 38,000.00 Fringe Benefits 3,000.00 3,000.00 3,000.00 3,000.00 12,000.00 Supplies & Equipment -$ -$ -$ -$ -$ Equipment - - - - - Office Supplies - - - - - Other (Describe): - - - - - Administration -$ -$ -$ -$ -$ Advertising/Marketing - - - - - Audit/Accounting - - - - - Communication - - - - - Insurance/Bonds - - - - - Postage/Printing - - - - - Training/Travel/Transportation - - - - - % Indirect - - - - - Other (Describe):- - - - - Other (Describe):- - - - - Operations & Maintenance -$ -$ -$ -$ -$ Janitorial Service - - - - - Maintenance Contracts - - - - - Maintenance of Existing Landscaping - - - - - Repair of Equipment and Property - - - - - Utilites - - - - - Other (Describe): - - - - - Other (Describe): - - - - - Other -$ -$ -$ -$ -$ Debt Service - - - - - Other (Describe):- - - - - Other (Describe): - - - - - Project Budget Total 12,500.00$ 12,500.00$ 12,500.00$ 12,500.00$ 50,000.00$ Kitsap County Human Services Department Expenditure Plan: January 1, 2022 - December 31, 2022 Line item Contract Debarred Contractors List A debarred contractor may not bid on, or have a bid considered on, any public works contract. You can search and filter this list using the options presented below. Company Name:City of Bremerton WA UBI Number: License Number: Principal: RCW:All From:MM/DD/YYYY  To:MM/DD/YYYY Penalty Due: All Wage Due: All Apply Filters Reset Download all debarment data Show 25 per page Showing 0 records FirstPreviousNextLast Company Name UBI License Principals Status RCW Debar Begins Debar Ends Penalty Due Wages Due There are no records that match your search criteria. Show 25 per page Showing 0 records FirstPreviousNextLast  (https://lni.wa.gov) AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Sole Source Purchase of four (4) Lifepak 15 Cardiac Monitors from Stryker Medical Study Session Date: January 12, 2022 COUNCIL MEETING Date: January 19, 2022 Department: Fire Presenter: Pat McGanney, Fire Chief Phone: (360) 473-5380 SUMMARY: The Fire Department is proposing to purchase (4) four Lifepak 15 Cardiac Monitors. The total cost for the (4) four Cardiac Monitors is $93,816.41 including Washington State sales tax. The Fire Department is requesting sole source purchasing. ATTACHMENTS: 1) Quote from Stryker; and 2) Sole Source Memo Added FISCAL IMPACTS (Include Budgeted Amount): This was budgeted 2022 budget. The total cost for the (4) four Cardiac Monitors is $93,816.41. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the purchase of (4) four Lifepak 15 Cardiac Monitors in the amount of $93,816.41 including Washington State sales tax. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 01/02/2018 A5 Updated December 21, 2021 To: City Council Members From: Fire Chief McGanney Subject: Sole source purchase I am requesting the City Council authorize the purchase of (4) four Lifepak 15 version 4 and accessories. Lifepak is the brand name and they will be purchased through Stryker the sole source distributer in the state of Washington. I believe there are several reasons for using the sole source provision. The Fire Department has used this brand well back into the 1990’s maybe further. We currently are using version 2 of the Lifepak 15 that are almost 10 years old and are nearing their end of life. The new version offers an upgrade in noninvasive pacing, SpO2 and SpCO monitering. These new upgrades will assist in the treatment of cardiac and respitory patients including those suffering from COVID -19. Additionaly, the Fire Department will be able to use current supplies and equipment it now has that is used for operations and maintance. The training time and operation of this equipment would be very similar thus cutting down on training and familarity of the equipment. If you have any questions, please feel free to contact me. BREMERTON FIRE DEPARTMENT Pat McGanney,Fire Chief Patrick.mcganney@ci.bremerton.wa.us Tel 360-473-5381 Fax 360-473-5397 911 Park Avenue Bremerton, WA 98337 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: January 12, 2022 Professional Services Agreement with Toole Design Group, LLC for the Wayfinding Signage Planning Project COUNCIL MEETING Date: January 19, 2022 Department: PW & U Presenter: K. Ketterer Phone: (360) 473- 5334 SUMMARY: The professional services agreement outlines the tasks and deliverables to be undertaken by the prime consultant, Toole Design (the consultant) to develop a Wayfinding Plan with a pilot implementation for the City of Bremerton Public Works Department. The project will encompass the development of a wayfinding vision and strategy, a signage design lexicon that can be used for future phases of implementation, and fabrication specifications for a first phase signage project. The contract not to exceed amount is $59,790. ATTACHMENTS: 1) Professional Services Agreement FISCAL IMPACTS (Include Budgeted Amount): The PSA value is $59,790. The project budget in the Transportation Capital Fund in 2022 is $150,000. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the Professional Services Agreement with Toole Design Group, LLC for the amount of $59,790; 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 11/09/2021 A6 Page 1 of 7 Bremerton/Toole Bremerton Wayfinding Plan Rev. 06/2020 PROFESSIONAL SERVICES AGREEMENT 315041 Bremerton Wayfinding Plan The City of Bremerton (“City”) and Toole Design Group, LLC (“Consultant”), referred to collectively as the “Parties,” enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated November 15, 2021, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in the work schedule attached hereto as Exhibit C; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in Section IX.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $59,790. Consultant’s charges and bills shall conform to the fee schedule attached hereto as Exhibit B and incorporated herein by this reference. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit B. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit B. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field Page 2 of 7 Bremerton/Toole Bremerton Wayfinding Plan Rev. 06/2020 of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City’s employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City’s administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: A. Consultant shall 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 to the extent as it results from the Consultant’s performance of this Agreement and except for that portion of the injuries and damages caused by the City’s sole negligence, unless Consultant is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Consultant’s services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. Page 3 of 7 Bremerton/Toole Bremerton Wayfinding Plan Rev. 06/2020 The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-contractors. Before beginning work on the project described in this Agreement, the Consultant 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 general 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; explosion, collapse and underground (XCU) if applicable; and 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 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 Consultant. All required policies shall be provided on an “occurrence” basis except professional liability insurance (if required), which may be provided on a “claims-made” basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory 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 Page 4 of 7 Bremerton/Toole Bremerton Wayfinding Plan Rev. 06/2020 obligation upon Consultant to advise the City’s Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, 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. In the event that the Consultant employs other consultants or contractors (sub-consultants or sub-contractors) as part of the work covered by this Agreement, it shall be the Consultant’s responsibility to require and confirm that each sub-consultant or sub-contractor meets the minimum insurance requirements specified above. The Consultant shall, upon demand of the City, deliver to the City copies of such policy or policies of insurance and the receipts for payment of premiums thereon. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (“GAAP”) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Silver Spring, Maryland. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City’s sole risk. Page 5 of 7 Bremerton/Toole Bremerton Wayfinding Plan Rev. 06/2020 C. Use of Photographs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Seattle, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Notices to be sent to: Notices to be sent to: CITY: CONSULTANT: Attn: City Clerk Attn: Kristen Lohse; Contracts City of Bremerton Toole Design Group, LLC 345 6th Street, Suite 100 8484 Georgia Ave, STE 800 Bremerton, WA 98337-1891 Silver Spring, MD 20910 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred Page 6 of 7 Bremerton/Toole Bremerton Wayfinding Plan Rev. 06/2020 in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. 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. O. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Equal Employment Opportunity Statement: In the hiring of employees for the performance of work under this Agreement, the Consultant, its subcontractors, or any person acting on behalf of Consultant shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. X. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party’s sending notice to the non-performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, Page 7 of 7 Bremerton/Toole Bremerton Wayfinding Plan Rev. 06/2020 equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. XI. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Consultant shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Consultant enter into a covered transaction with another firm, Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: CONSULTANT: CITY OF BREMERTON Toole Design Group, LLC By: By: Print Name: Print Name: Its: Its: Date: Date: APPROVED AS TO FORM: ATTEST: By: By: Roger A. Lubovich, Bremerton City Attorney Angela Hoover, City Clerk R:\Legal\Legal\Forms\FORMS ON COBWEB\Professional Services Agreement Rev. 06 2020.docx Page 1 of 7 ATTACHMENT A: SCOPE OF WORK City of Bremerton Wayfinding Plan and Design November 15, 2021 INTRODUCTION Through the Bremerton Wayfinding Plan and Design project, the City of Bremerton intends to implement a functional and integrated system that markets Bremerton and communicates that the City is unique, friendly, and organized by helping visitors more easily find their way to intended and discovered locations. This project will be part of a phased approach to wayfinding implementation. The project will encompass the development of a wayfinding vision and strategy, a signage design lexicon that can be used for future phases of implementation, and fabrication specifications for a first phase signage project. This scope of work outlines the tasks and deliverables to be undertaken by the prime consultant, Toole Design and its subconsultant, BERK Consultants (collectively, consultant) to develop a Wayfinding Plan with a pilot implementation for the City of Bremerton Public Works Department. The project’s primary tasks comprise: Task 1. Project Initiation and Management Task 2. Branding and Sign Review Task 3. Public Engagement Task 4. Wayfinding Sign Design Task 5. Wayfinding Placement Guidelines Task 6. Wayfinding Plan Accompanying this scope of work are: Attachment B: Fee Schedule/Budget Attachment C: Draft Project Schedule Page 2 of 7 PROJECT ROLES Toole Design will provide project management and lead all tasks except the engagement work. Toole Design will collaborate with BERK on the engagement work. BERK Consulting will lead the engagement work. PROJECT ASSUMPTIONS 1. The project duration will be up to 12 months from notice to proceed (Attachment C) and will generally follow the project schedule developed by the consultant and approved by the City of Bremerton (COB). Ideally, the project will be substantially complete within 9 months to allow implementation of a pilot. 2. COB will be responsible for coordinating the distribution of deliverables among staff and any external partners for review and comment, including providing a list of contacts. COB will be responsible for collecting review comments, resolving conflicting comments, and submitting one set of consolidated non-conflicting comments to the consultant for each submittal. 3. The costs shown in Attachment B (Fee Schedule) assumes two (2) rounds of comment/revision for each deliverable (i.e. draft and final). Additional rounds of comments/revisions will be considered extra work and may need to be negotiated prior to the consultant proceeding with that work. 4. Budget (Attachment B) may be transferred between tasks by the consultant, in consultation and concurrence with COB Project Manager, provided the total contract amount is not exceeded and the transfer is reported in the monthly progress report. 5. Generally, all major deliverables, including workshop materials and draft plans intended for review by the public will be submitted to COB two weeks in advance. COB will provide comments within two weeks after submittal. Other materials developed for project meetings such as presentations, hand-outs, etc. may be submitted one week in advance of the scheduled meeting and COB will provide comments at least two (2) days in advance of the meeting. The consultant will then make revisions without further COB review prior to the meeting. 6. The following will be provided by COB: · Aerial photos, GIS or CAD data with ROW, parcel lines, street names, edge of pavement, existing bike and pedestrian facilities, and other relevant information as available for base map creation. 7. All final deliverables will be provided in PDF, and/or GIS format unless otherwise noted. 8. Due to the ongoing effects of the COVID-19 pandemic, outreach efforts will center on virtual platforms; however, consultant can pivot to in-person events, when appropriate. Page 3 of 7 SCOPE OF WORK TASK 1: PROJECT COORDINATION AND MANAGEMENT 1.1: KICKOFF MEETING Following execution of the project contract, consultant will hold a formal kickoff meeting with City staff. The meeting will focus on review of the scope of work, the project timeline, and key outcomes for the project. The meeting will also help us define project objectives and areas of concern and to clarify project priorities and timelines of concurrent projects. 1.2: ONGOING COMMUNICATION AND PROGRESS REPORTING Consultant will conduct bi-monthly phone meetings with the City’s Project Manager to discuss progress and key technical questions. This task also includes developing monthly progress reports outlining project status and upcoming activities and coordination with the internal team. TASK 1 DELIVERABLES: 1.1 Kickoff meeting, agenda, and summary 1.2 Bi-monthly coordination calls and monthly progress reports TASK 2: BRANDING AND SIGN REVIEW Task Description: This task will be undertaken to gain an understanding of existing conditions for signs and wayfinding around Bremerton, how people move around Bremerton on foot and by bike, and which destinations are important to include on wayfinding signs. Task Assumptions: · The wayfinding sign system will incorporate existing city branding, and this task will be focused on understanding that system · The wayfinding plan will address the entire city but downtown will be the focus area for the pilot program · Bicycling, walking, and driving routes will be assessed and addressed in the plan. The consultant will begin the project with a review of the City’s existing plans, policies, and signs relating to wayfinding, as well as community visioning and branding. Consultant will include any relevant information from Washington State Department of Transportation (WSDOT), Washington State Ferries (WSF), and the Naval Base. The consultant will also consult with City staff about their fabrication capacities and preferences for sign material and post style for use on the roadway and off-street network and will review any local standards for post and sign fabrication and installation. This review will help with the development of concepts that are consistent with and integrate with existing and planned signage to the extent possible. The findings will be documented in a research findings report. Page 4 of 7 TASK 2 DELIVERABLES: 2.1 Research findings report for branding and sign review TASK 3: PUBLIC ENGAGEMENT Task Description: The consultant will use a variety of methods and formats to solicit input and guidance from stakeholders to inform the content and placement of the wayfinding signs. This task will cover engagement and communication with the community and stakeholders. The Steering Committee will be the focus of the engagement; committee members will be able to provide the technical input and guidance to develop concepts, which can then be shared with the wider community. 3.1: PUBLIC OPEN HOUSE Consultant will plan and facilitate one interactive Open House early in the process to solicit input on destinations, circulation patterns, and sign design concepts. It is assumed that this event will be held online. 3.2: ONLINE SURVEY Consultant will develop one online survey to solicit input on the sign design alternatives (Task 4.1). The survey will be promoted using a social media campaign (described below). Consultant will provide paper versions as needed and appropriate. Social media will be used to promote participation in the survey to invite input from a wide range of community members at different points throughout the project. 3.3: WAYFINDING STEERING COMMITTEE MEETINGS The Wayfinding Steering Committee will provide direction at critical points throughout the project and will also help with promoting and sharing progress with the wider community. Ideally, one meeting would take the format of an interactive design workshop. Up to three steering committee meetings are assumed. TASK 3 DELIVERABLES: 3.1 Public Open House, including agenda, meeting materials/presentation, and facilitation 3.2 Online survey, draft and final 3.3 Wayfinding Steering Committee meeting materials, including agendas, meeting content, and brief summary (maximum of three) TASK 4: WAYFINDING SIGN DESIGN Task Description: In this task, the consultant will develop sign concepts and design guidelines. This task will integrate guidance from Task 2, input from the public engagement efforts, and direction from the project team meetings, to inform the concepts. The guidelines will address sign design and assembly. Page 5 of 7 4.1: SIGN CONCEPT DEVELOPMENT Based on input from the project team, the Wayfinding Steering Committee, and best practices, the consultant will develop a sign family and two draft sign concepts for each family. It is expected that the City’s wayfinding system will include monument or gateway signs for people traveling by foot, bus, bicycle, and car as well as confirmation and decision/turn signs. These will be shared with the public via the survey. The project team will then discuss the input from the public engagement/survey, with the Wayfinding Steering Committee to select a preferred design. At a minimum, the following topics will be addressed in the concepts: · Discussion of any variation from the national or local guidance on wayfinding sign design, along with a justification and explanation of the process that was used to choose the design · Recommended sign typology for the City’s wayfinding system, and explanation of the different sign types recommended (sign family) · Colors, sizes, and proposed materials 4.2: PILOT SIGN PLANS (UP TO 25 SIGNS TOTAL) Once the preferred concept is selected, the consultant will incorporate one round of refinements of the signs. The consultant will then develop pilot sign plans for one to three high-priority areas in Bremerton, including draft sign designs for up to a maximum of 25 signs total. Consultant will not develop sign designs for map kiosks as part of the sign plans. Sign plans will consist of a GIS shapefile including points on a map or aerial photo for each sign assembly, as well as images of individual draft signs for each location provided in PDF format. City staff or signing crews will need to use judgement to ensure signs are installed in appropriate locations. 4.3: SIGN DESIGN AND LAYOUT/DESIGN INTENT DRAWINGS Following the pilot installation and discussion of public input on pilot signs, final design intent drawings to be developed for inclusion in the Draft Wayfinding Plan. Included will be sign design and layout specifications such as sign dimensions, materials, colors, fonts, icons and symbols, and graphics or logos. TASK 4 DELIVERABLES: 4.1 Sign Family and Draft Concepts (two designs) 4.2 Pilot Sign Plans based on the preferred concept 4.3 Design Intent Drawings for the finalized sign design TASK 5: WAYFINDING PLACEMENT GUIDELINES Task Description: The consultant will prepare a memorandum that describes and illustrates basic recommendations for placement of signs throughout the city. Page 6 of 7 5.1: SELECTION OF DESTINATIONS Based on the important destinations identified by the project team and by the Steering Committee, the consultant will develop a multi-tiered hierarchy for destinations to be included on wayfinding signs. Destinations considered will include cultural amenities, parks, trails, corridors, gateways, transit stops/stations, and parking. This task will cover the following topics: · Guidance on how to select destinations for each sign assembly by using a destination hierarchy · Naming conventions for destinations and routes (as applicable) as they should appear on signs The consultant will work closely with City staff to develop these recommendations and design a system that has the flexibility for the City to make changes and easily add new signs and destinations in the future. The destinations to be included in the initial wayfinding system implementation will be consolidated into a GIS shapefile. 5.2: SIGN FABRICATION AND INSTALLATION GUIDANCE Once the final design intent drawings for the Wayfinding Plan have been completed, the consultant will create a fabrication and installation guidance document with probable costs for the City. The sign fabrication and installation guidance document will include the following topics: · Sign fabrication materials and references to local, state, and federal standards · Planning-level cost estimates for sign fabrication and installation TASK 5 DELIVERABLES: 5.1 Wayfinding sign destination hierarchy and map, draft 5.2 Sign fabrication and installation guidance, draft TASK 6: WAYFINDING PLAN In this task, consultant will integrate the guidance and work products from the previous tasks, and input from the public engagement, Wayfinding Steering Committee, and City staff into a Wayfinding Plan for Bremerton. The Wayfinding Plan will provide the City with the necessary protocols, standards, signage templates and probable fabrication and installation cost estimates for implementing the wayfinding system. The plan will be submitted for review and undergo one round of revisions. 6.1: WAYFINDING PLAN The Wayfinding Plan will likely be ordered from the most general guidance to the most specific, and include the following information: 1. National, state, and local guidance on wayfinding Page 7 of 7 2. Principles and best practices for wayfinding systems 3. Wayfinding sign typology 4. Wayfinding placement guidelines 5. Sign design and layout 6. Sign fabrications and installation guidance 7. Implementation recommendations TASK 6 DELIVERABLES: 6.1 Wayfinding Plan, draft and final, in PDF format ATTACHMENT B - COST PROPOSALBREMERTON WAYFINDINGPrincipal-in-ChargeQA/QC Project ManagerProject Engineer Project PlannerGraphic Design Outreach Lead Outreach AdvisorAmalia Leighton Sonia Haeckel Kristen Lohse Megan McCarty-GrahamRebecca FornabyRadhika Nair $ 220.00 $ 121.00 $ 158.00 $ 132.00 $ 115.00 $ 93.00 $ 140.00 $ 170.00 1 PROJECT INITIATION AND MANAGEMENT1.1Kickoff Meeting2226$9361.2Ongoing Communication and Progress Reporting2201032$5,000Subtotal Hours 2 0 22 0 0 0 12 238Subtotal Cost$440.00$0.00$3,476.00$0.00$0.00$0.00$1,680.00$340.00NA$5,9362 BRANDING AND SIGN REVIEW2.1Branding and Sign Review162 9 $1,188Subtotal Hours 0 0 1 0 6 0 0 29Subtotal Cost$0.00$0.00$158.00$0.00$690.00$0.00$0.00$340.00NA$1,1883 PUBLIC ENGAGEMENT3.1Public Open House8266682$11,7543.2Online Survey88$9203.3Wayfinding Steering Committee Meetings2048234$5,080Subtotal Hours 0 0 28 0 14 0 74 8124Subtotal Cost$0.00$0.00$4,424.00$0.00$1,610.00$0.00$10,360.00$1,360.00NA$17,7544 WAYFINDING SIGN DESIGN4.1Sign Concept Development 46143651$5,3724.2Pilot Sign Plans146162956$6,0824.3Sign Design and Layout/Intent Drawings461191242$4,865Subtotal Hours 0 9 16 8 39 77 0 0149Subtotal Cost$0.00$1,089.00$2,528.00$1,056.00$4,485.00$7,161.00$0.00$0.00NA$16,3195 WAYFINDING PLACEMENT GUIDELINES5.1Selection of Destinations211215$1,7805.2Sign Fabrication and Installation Guidance12811$1,342Subtotal Hours 0 2 2 2 20 0 0 026Subtotal Cost$0.00$242.00$316.00$264.00$2,300.00$0.00$0.00$0.00NA$3,1226 WAYFINDING PLAN6.1Draft Wayfinding Guide24622418258$6,8506.2Final Wayfinding Guide2 252 8 524 $3,121Subtotal Hours 4 6 11 4 32 23 2 082Subtotal Cost$880.00$726.00$1,738.00$528.00$3,680.00$2,139.00$280.00$0.00NA$9,971Total Hours6 17 80 14 111 100 88 12428Total Dollars$1,320 $2,057 $12,640 $1,848 $12,765 $9,300 $12,320 $2,040NA$54,2902% 4% 23% 3% 24% 17% 23% 4%Direct ExpensesPrinted Materials and Transportation500$ Total Project Cost $54,790Management Reserve5,000$ TOTAL PROPOSAL$59,790Toole Design GroupTask Hourly SubtotalsTask Fee SubtotalsProject TasksBERK15-Nov-21 ATTACHMENT C - ScheduleBREMERTON WAYFINDINGContract End Date - 7/30/20231PROJECT COORDINATION AND MANAGEMENT1.1Kickoff MeetingM1.2Ongoing Communication and Progress ReportingMMMMMMMMMMMMMMMMMMMMMM2RESEARCH2.1Branding and Sign ReviewD3PUBLIC ENGAGEMENT3.1Online Open HouseD3.2SurveyD3.3Steering Committee MeetingsMMM4WAYFINDING SIGN DESIGN4.1Sign Concept Development DD4.2Pilot Sign PlansD4.3Sign Design and Layout/Design Intent DrawingsDD5WAYFINDING PLACEMENT GUIDELINES5.1Selection of Destinations5.3Sign Fabrication and Installation GuidanceD5.4Implementation GuidelinesD6WAYFINDING PLAN6.1Draft Wayfinding GuideD6.2Final Wayfinding GuideLEGENDWork periodDDraft DeliverableReview PeriodFinal deliverableMMeetingPublic Outreach Activity (notification, social media compaign, or live survey)1-Nov-21Project TasksMONTH 1 MONTH 2 MONTH 3 MONTH 4 MONTH 5MONTH 12MONTH 6 MONTH 7 MONTH 8 MONTH 9 MONTH 10 MONTH 11 Wayfinding Plan Project includes: •Public outreach and a steering committee •Wayfinding sign destination hierarchy and map •Sign family design •Complete plans for pilot implementation project •Plan for full implementation of project AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: January 12, 2022 Goods and Services Agreement with CED, Inc. for the Purchase of Street Light Fixtures for the Downtown LED Lighting Improvements COUNCIL MEETING Date: January 19, 2022 Department: PW & U Presenter: Chris Mottner Phone: (360) 473-2316 SUMMARY: Staff requests approval to purchase 187 LED Street Light Fixtures from CED Inc., for the completion of the downtown street lighting replacement project, in the amount of $360,779.10. ATTACHMENTS: 1) Proposal from CED Inc., - Bremerton; 2) Goods and Services Agreement with CED Inc. FISCAL IMPACTS (Include Budgeted Amount): An expenditure of $360,779.10 will be from the 2022 budgeted funds. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the purchase of Street Light Fixtures from CED Inc.; 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 11/09/2021 A7 Page 1 of 8 Goods and Services Agreement Rev. 06/2020 GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and CED, Inc. ("Vendor"), whose mailing address is: 4503 Auto Center Way, Bremerton, WA 98312. The parties agree as follows: I. VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for the City: Supply the City with Spring City LED Street Lights as described and quantities shown in Quote # Q5001014, to include all shipping, handling and associated hardware. II. TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services within 180 calendar days from the date all parties have signed this Agreement. III. COMPENSATION. The City shall pay the Vendor the total amount of $ 360,779.10, 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 go ods, 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. IV. 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 subcontractors. 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 subcontractors. V. 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. Page 2 of 8 Goods and Services Agreement Rev. 06/2020 B. The Vendor's failure to complete this Agreement within the time specified in this Agreement. 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, rules 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. VI. 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 i ts 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. Page 3 of 8 Goods and Services Agreement Rev. 06/2020 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 t o 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 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, indi rect 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, interp retations, and determination). VII. 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 VI(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. Page 4 of 8 Goods and Services Agreement Rev. 06/2020 VIII. WARRANTY. The Vendor shall correct all defects in workmanship and materials within one year from the date of the City's acceptance of the contract work. When defects are corrected, the warranty for that portion of the work shall extend for one year from the date such correction is completed and accepted by the City. The Vendor shall begin to correct any defects wit hin seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. IX. 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. 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. X. 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: A. 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. B. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate. Page 5 of 8 Goods and Services Agreement Rev. 06/2020 C. 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. 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 and non-contributory 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 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy required 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. XI. 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 Agreement. B&O taxes shall be paid when due, and Vendor, by this Agreement, assigns any payments due under this Agreement 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. Amendments / Change Orders to Goods and Services Agreement 2. Goods and Services Agreement 3. Specifications 4. Terms and Conditions Page 6 of 8 Goods and Services Agreement Rev. 06/2020 5. Vendor’s Proposal C. Documents Incorporated by Reference. The following documents are incorporated by reference, including but not limited to: 1. Terms and Conditions, 2. Specifications, 3. Proposal, and 4. 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. Equal Employment Opportunity Statement. 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 discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. F. ADA Statement. The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. G. 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. H. Prevailing Wages. Vendor shall file a “Statement of Intent to Pay Prevailing Wages” with the State of Washington Department of Labor & Industries prior to commencing the contract work. Vendor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached. I. 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. J. Governing Law. 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 C ounty, Page 7 of 8 Goods and Services Agreement Rev. 06/2020 Washington. K. 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 IX of this Agreement. L. 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 addr essee at the address stated in this Agreement. Notices to be sent to: Notices to be sent to: CITY: VENDOR: Attn: Chris Mottner Attn: Richard Wiley City of Bremerton CED - Bremerton 100 Oyster Bay Avenue N. 4503 Auto Center Way Bremerton, WA 98312 Bremerton, WA 98312 M. Assignment. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void. N. 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. O. Severability. If any one or more sections, subsections, 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. P. 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 language in any Exhibit to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. Page 8 of 8 Goods and Services Agreement Rev. 06/2020 IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: VENDOR: City of Bremerton By: By: Print Name: Print Name: Its: Its: Date: Date: APPROVED AS TO FORM: ATTEST: By: By: KYLIE FINNELL, Bremerton City Attorney ANGELA HOOVER, City Clerk R:\Legal\Legal\Forms\FORMS ON COBWEB\Goods and Services Agreement Rev 06 2020.docx AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: January 12, 2022 Renewal of Aquatic Lands Easement with the Washington State Department of Natural Resources for the 18-inch Water Transmission Main under Port Washington Narrows COUNCIL MEETING Date: January 19, 2022 Department: PW&U - Engineering Presenter: Bill Davis Phone: (360) 473-2312 SUMMARY: There is an existing 18-inch water transmission main that crosses under Port Washington Narrows between West Bremerton and East Bremerton. The Washington State Department of Natural Resources (DNR) manages the state aquatic lands, including Port Washington Narrows. Authorization from DNR in the form of an Aquatic Lands Easement is required for utilities that are constructed or situated upon these lands. This new easement will extend use of this land for an additional 30 years. ATTACHMENTS: 1) Aquatic Lands Easement with Exhibit A; 2) Signatory Authority Letter; 3) Site Plan FISCAL IMPACTS (Include Budgeted Amount): The cost of the lease is approximately $2,000 and will be paid for from the 2021 Water Fund. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve Aquatic Lands Easement (No. 51-A51747) with the Department of Natural Resources; 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 A8 THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 1 of 30 Easement No. 51-A51747 When recorded, return to: Greg Wheeler, Mayor City of Bremerton 345 6TH Street, Suite 100 Bremerton, Washington 98337 AQUATIC LANDS EASEMENT Easement No. 51-A51747 Grantor: Washington State Department of Natural Resources Grantee(s): City of Bremerton Abbreviated Legal Description: SW ¼ NW ¼, Section 11, Township 24 North, Range 1 East, W.M. Complete Legal Description on Page 30 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: Not Applicable THIS EASEMENT is made by and between the STATE OF WASHINGTON, acting through the Department of Natural Resources (“State”), and the CITY OF BREMERTON, a government agency (“Grantee”). State has authority to enter into this Easement under Chapter 43.12 RCW, Chapter 43.30 RCW, and Title 79 of the Revised Code of Washington (RCW). THEREFORE, the Parties agree as follows: THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 2 of 30 Easement No. 51-A51747 SECTION 1 GRANT OF EASEMENT 1.1 Easement Defined. (a) State grants and conveys to Grantee a nonexclusive in gross easement, subject to the terms and conditions of this agreement, over, upon, and under those bedlands legally described in Exhibit A (“Easement Property”). In this agreement, the term “Easement” means this agreement and the rights granted. (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 resources, including, but not limited to, aquatic life or living plants; any water rights; any mineral rights; or any right to excavate or withdraw sand, gravel, or other valuable materials. (d) This Easement is not exclusive. State may enter and use the Easement Property for any purpose or permit others to enter and use the Easement Property for any purpose so long as such use does not unreasonably interfere with the rights granted herein. 1.2 Survey and Easement Property Descriptions. (a) Grantee’s obligation to provide a true and accurate description of the Easement Property and the location of the Improvements existing on the Easement Property is a material term of this Easement. Grantee warrants that the legal description provided in Exhibit A is a true and accurate description of the Easement Property, and the location of the Improvements existing on the Easement Property. (b) Unless State has given Grantee written authorization to use such lands, Grantee’s use of any state-owned aquatic lands outside the Easement Property boundaries is a material breach of this Easement and State may seek remedies under Section 14 of this Easement in addition to any other remedies afforded by law or equity or otherwise. 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 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. This Easement is granted for the purpose of and is limited to: THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 3 of 30 Easement No. 51-A51747 the operation, maintenance, repair, use, and removal of an existing municipal water pipeline (the “Permitted Use”). Exhibit B includes additional details about the Permitted Use, the Easement Property, and the Improvements. The Permitted Use is subject to the restrictions and additional obligations set forth in this Easement. The Permitted Use of this Easement shall not be changed or modified without the written consent of State, which shall be at State’s sole discretion. 2.2 Restrictions on Permitted Use and Operations. (a) Grantee shall not cause or permit: (1) Damage to land or 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. (2) Waste on the Easement Property or adjacent state-owned aquatic lands; or (3) Deposit of material or filling activity on the Easement Property or adjacent state-owned aquatic lands, unless approved by State in writing. This prohibition includes, without limitation, any deposit of fill, rock, earth, ballast, wood waste, hydrocarbons, refuse, garbage, waste matter (including, but not limited to, chemical, biological, or toxic wastes), pollutants, or other matter. (b) Nothing in this Easement shall be interpreted as an authorization to dredge the Easement Property. (c) Grantee shall immediately notify State if Grantee breaches any of the terms and conditions of this Easement. (d) State’s failure to notify Grantee of Grantee’s failure to comply with all or any of the restrictions set out in this Paragraph 2.2 does not constitute a waiver of any remedies available to State. (e) Grantee’s compliance with the restrictions in this Paragraph 2.2 does not limit Grantee’s liability under any other provision of this Easement or the law. 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 Grantee’s use of the Easement Property. 2.4 Liens and Encumbrances. Unless expressly authorized by State in writing, Grantee shall keep the Easement Property free and clear of any liens and encumbrances arising out of or relating to the Permitted Use or Grantee’s use of the Easement Property. 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 rights to use or occupy the Easement Property or surrounding lands and water. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 4 of 30 Easement No. 51-A51747 (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 regarding the start of construction or other significant activity on Easement Property at least sixty (60) days in advance. “Significant Activity” means any activity that may affect the use or enjoyment of the Easement Property or adjacent state-owned aquatic lands by the State of Washington, public, or others with valid rights to use or occupy the Easement Property or adjacent state-owned aquatic lands. (d) Grantee shall mark the location of any hazards associated with the Permitted Use and any hazards associated with the Improvements in a manner that ensures reasonable notice to the public, including, but not limited to, boaters, kayakers, swimmers, and divers. Grantee shall mark the location and limits of the Improvements located on the Easement Property. The signs and notices shall identify the type of installation (e.g., a pipe or cable), identify Grantee as the entity responsible for the Permitted Use and its maintenance, and be posted in location that gives reasonable notice to the public. When required by applicable law or regulation, Grantee shall facilitate amendment of official navigational charts to indicate existence and location of submerged Improvements. SECTION 3 TERM 3.1 Term Defined. The term of this Easement is thirty (30) years, beginning on the 30th day of November, 2021 (the “Commencement Date”), and ending on the 29th day of November, 2051 (the “Termination Date”), unless terminated sooner under the terms of this Easement (the “Term”). Whenever the phrase “termination of this Easement” or “termination of the Easement” is used in this Easement, it shall refer to the ending, termination, cancellation, or expiration of the Easement. 3.2 Renewal of Easement and/or Application for New Easement. This Easement does not provide a right of renewal. Grantee may apply for a new Easement, which State has discretion to grant. Grantee must apply for a new Easement at least one (1) year prior to Termination Date. 3.3 End of Term. (a) Removal of Improvements: Prior to the termination of this Easement, Grantee shall remove Improvements in accordance with Section 7. (b) Restoration of the Easement Property: (1) Prior to the termination of this Easement, Grantee shall restore the Easement Property to its condition prior to Grantee’s Use of the Easement Property. (2) Restoration of the Easement Property is to be done at Grantee’s expense and to the satisfaction of State. Restoration of the Easement Property is THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 5 of 30 Easement No. 51-A51747 considered to be Work, as described in Section 7 of the Easement. Grantee’s plans for restoring the Easement Property shall be submitted to State for prior approval in accordance with Section 7 of this Easement. (3) If Permittee fails to restore the condition of the Easement Property as required by this Paragraph, State may take steps reasonably necessary to remedy Permittee’s failure. Upon demand by State, Permittee shall pay all costs of State’s remedy, lost revenue resulting from the condition of the Easement Property, and administrative costs associated with State’s remedy. (c) Vacation of Property: Upon the termination of this Easement, Grantee shall cease all operations on and use of the Easement Property. SECTION 4 FEES 4.1 Fee. For the Term, Grantee shall pay to State an administrative fee calculated in accordance with RCW 79.110.240 of Sixteen Hundred and Thirty Dollars ($1,630.00), which is due and 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 required or needed by the Permitted Use. 5.2 Taxes and Assessments. Grantee shall pay all taxes, assessments, and other governmental charges applicable or attributable to the Easement, the Grantee-Owned Improvements, or the Permitted Use. 5.3 Proof of Payment. If required by State, Grantee shall furnish to State receipts or other appropriate evidence establishing the payment of amounts this Easement requires Grantee to pay. SECTION 6 LATE PAYMENTS AND OTHER CHARGES 6.1 Failure to Pay. Failure to pay any fees or other expenses due under this Easement is a breach by Grantee. State may seek remedies in Section 14 as well as late charges and interest as provided in this Section 6. In addition, if Grantee fails to pay any amounts due to third parties THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 6 of 30 Easement No. 51-A51747 under this Easement, State may pay the amount due, and recover its cost in accordance with this Section 6. 6.2 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 unpaid amount or Fifty Dollars ($50), whichever is greater, to defray the overhead expenses of State incident to the delay. 6.3 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 Paragraph 6.2. Fees not paid by the close of business on the due date will begin accruing interest the day after the due date. (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 State’s payment of taxes, assessments, insurance premiums, costs of removal and disposal of unauthorized materials, costs of removal and disposal of Improvements under any provision of this Easement, or other amounts not paid when due. 6.4 Referral to Collection Agency and Collection Agency Fees. If State does not receive full 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. 6.5 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. State may accept payment in any amount without prejudice to State’s right to recover the balance or pursue any other right or remedy. No endorsement or statement on any check, any payment, or any letter accompanying any check or payment constitutes accord and satisfaction. SECTION 7 IMPROVEMENTS, PERSONAL PROPERTY, AND WORK 7.1 Improvements and Personal Property Defined. (a) “Improvements,” consistent with RCW 79.105 through 79.140, are additions within, upon, or attached to the Easement Property. Improvements include, but are not limited to, fill, 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. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 7 of 30 Easement No. 51-A51747 (c) “State-Owned Improvements” are Improvements made or owned by the State of Washington. State-Owned Improvements include any construction, alteration, or addition to State-Owned Improvements made by Grantee. (d) “Grantee-Owned Improvements” are (1) Improvements owned by Grantee that are existing on the Easement Property on the Commencement Date or (2) Improvements made by Grantee with State’s consent. (e) “Unauthorized Improvements” are Improvements made on the Easement Property during the Term of the Easement without State’s prior consent or Improvements made by Grantee that do not conform with plans submitted to and approved by 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 Grantee-Owned Improvements are located on the Easement Property: 1,452 linear feet of a municipal water pipe. 7.3 Construction, Major Repair, Modification, and Other Work. (a) This Paragraph 7.3 governs construction, alteration, replacement, major repair, modification, and removal of Improvements (collectively “Work”). (b) Except in an emergency, Grantee shall not conduct any Work without State’s prior written consent. Grantee shall obtain State’s prior written consent as follows: (1) 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 minimum, or if no permits are necessary, Grantee shall submit plans and specifications to State at least ninety (90) days before commencement of Work. (2) State may deny consent if State determines that denial is in the best interests of the State of Washington or if the proposed Work does not comply with Paragraph 7.4. State may impose additional conditions intended to protect and preserve the Easement Property or adjacent state- owned aquatic lands. (3) State will not approve plans to construct new Improvements or expand existing Improvements in or over habitats designated by State as important habitat, including, but not limited to: native aquatic vegetation, commercial geoduck tracts, forage fish spawning areas, and salmon critical habitat. Grantee shall confirm location of important habitat on Property, if any, with State before submitting plans and specifications in accordance with Paragraph 7.3. (c) Grantee shall immediately notify State of emergency Work. Upon State’s request, Grantee shall provide State with as-built plans and specifications of emergency Work. (d) Grantee shall not commence Work until Grantee or Grantee’s contractor has: THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 8 of 30 Easement No. 51-A51747 (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 or Grantee’s contractor shall maintain the performance and payment bond until the costs of the Work, including all laborers and material persons, are paid in full. (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 Paragraph 3.3, End of Term. (h) Upon completing Work, Grantee shall promptly provide State with as-built plans and specifications. State may also require Grantee to obtain an updated record of survey showing the Easement Property boundaries and the as-built location of all Improvements on the Easement Property. (i) State shall not charge additional fees for authorized Improvements installed by Grantee on the Easement Property during this Term of this Easement, but State may charge additional fees for such Improvements if and when the Grantee or successor obtains a subsequent use authorization for the Easement Property and State has waived the requirement for removal of Improvements as provided in Paragraph 7.5. 7.4 Standards for Work. Grantee shall comply with State’s standards for Work current at the time Grantee submits plans and specifications for State’s approval. Grantee may ascertain State’s current standards for Work as follows: (a) Before submitting plans and specifications for State’s approval as required b y Paragraph 7.3 of the Easement, Grantee shall request State to provide Grantee with State’s current standards for Work on state-owned aquatic lands. (b) Within thirty (30) days of receiving Grantee request, State shall provide Grantee with State’s current standards for Work, which will be effective for the purpose of State’s approval of Grantee’s proposed Work, provided Grantee submits plans and specifications for State’s approval within two (2) years of Grantee’s request for State’s current standards for Work. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 9 of 30 Easement No. 51-A51747 (c) If Grantee fails to (1) make a request for State’s current standards for Work or (2) timely submit plans and specifications to State after receiving State’s current standards for Work, Grantee shall, at Grantee’s sole expense, make changes in plans or Work necessary to conform to State’s current standards for Work upon State’s demand. 7.5 Grantee-Owned Improvements at End of Easement. (a) Disposition. (1) Grantee shall remove Grantee-Owned Improvements in accordance with Paragraph 7.3 upon the termination of the Easement unless State waives the requirement for removal. (2) Grantee-Owned Improvements remaining on the Easement Property on the termination of the Easement shall 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 termination of the Easement without State’s consent, State may remove all Improvements and Grantee shall pay State’s costs of removal and disposal. (b) Conditions Under Which State May Waive Removal of Grantee-Owned Improvements. (1) State may waive removal of any Grantee-Owned Improvements whenever State determines that it is in the best interests of the State of Washington. (2) If Grantee 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) State may waive requirement to remove Grantee-Owned Improvements upon consideration of a timely request from Grantee, as follows: (i) Grantee shall submit its request to leave Grantee-Owned Improvements to State at least one (1) year before the Termination Date. (ii) State, within ninety (90) days of receiving Grantee’s request, will notify Grantee whether State consents to any Grantee-Owned Improvements remaining. State has no obligation to grant consent. (iii) State’s failure to respond to Grantee’s request to leave Improvements within ninety (90) days is a denial of the request. (c) Grantee’s Obligations if State Waives Removal. (1) Grantee shall not remove a Grantee-Owned Improvement if State waives the requirement for removal of that Grantee-Owned Improvement. (2) Grantee shall maintain such Grantee-Owned Improvements in accordance with this Easement until the termination of this Easement. State may require Grantee to take appropriate steps to decommission the structure. Grantee is liable to State for cost of repair if Grantee causes or allows damage to Grantee-Owned Improvements State has designated to remain. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 10 of 30 Easement No. 51-A51747 (3) State may condition its waiver of removal on Grantee entering into a new Easement for the Grantee-Owned Improvements. 7.6 Unauthorized Improvements. (a) Unauthorized Improvements belong to State, unless State elects otherwise. (b) The placement of Unauthorized Improvements on the Easement Property is a breach of this Easement and State may require removal of any or all Unauthorized Improvements. If State requires removal of Unauthorized Improvements and if Grantee fails to remove the Unauthorized Improvements, State may remove the Unauthorized Improvements and Grantee shall pay for the cost of removal and disposal. (c) In addition to requiring removal of Unauthorized Improvements, State may charge Grantee a use fee that is sixty percent (60%) higher than the full market value of the use of the land for the Unauthorized Improvements from the time of installation or construction until the time the Unauthorized Improvements are removed. (d) If State consents to Unauthorized Improvements remaining on the Easement Property, upon State’s consent, the Unauthorized Improvements will be treated as Grantee-Owned Improvements and the removal and ownership of such Improvements shall be governed by Paragraph 7.5. If State consents to the Unauthorized Improvements remaining on the Easement Property, State may charge a use fee that is sixty percent (60%) higher than the full market value of the use of the land for the Unauthorized Improvements from the time of installation or construction until State consents. 7.7 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 of the Easement. Grantee is liable for damage to the Easement Property and to any Improvements that may result from removal of Personal Property. (c) State may remove, sell, or dispose of all Personal Property left on the Easement Property after the termination of the Easement. (1) If State conducts a sale of Personal Property, State shall first apply proceeds to State’s costs of removing the Personal Property, State’s costs in conducting the sale, and any other payment due from the Grantee to State. State shall pay the remainder, if any, to the Grantee. Grantee shall be liable for any costs of removing the Personal Property and conducting the sale that exceed the proceeds received by State. (2) If State disposes of Personal Property, Grantee shall pay for the cost of removal and disposal. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 11 of 30 Easement No. 51-A51747 SECTION 8 ENVIRONMENTAL LIABILITY/RISK ALLOCATION 8.1 Definitions. (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. (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). (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 utmost care required under RCW 70A.305.040(3)(a)(iii) of the Washington State Model Toxics Control Act. (d) “Grantee and affiliates” when used in this Section 8 means Grantee or Grantee’s subgrantees, contractors, agents, employees, guests, invitees, licensees, affiliates, or any person on the Easement Property with the Grantee’s permission. (e) “Liabilities” as used in this Section 8 means any claims, demands, proceedings, lawsuits, damages, costs, expenses, fees (including attorneys’ fees and disbursements), penalties, or judgments. 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 if affected by a release of Hazardous Substances that occurs as a result of the Permitted Use. (b) Standard of Care. (1) Grantee shall exercise the utmost care with respect to Hazardous Substances. (2) As relates 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. 8.3 Current Conditions and Duty to Investigate. (a) State makes no representation about the condition of the Easement Property or adjacent state-owned aquatic lands. Hazardous Substances may exist in, on, under, or above the Easement Property or adjacent state-owned aquatic lands. (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 Hazardous Substances on or near the Easement Property necessary THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 12 of 30 Easement No. 51-A51747 for Grantee to meet Grantee’s obligations under this Easement and utilize the Easement Property for the Permitted Use. 8.4 Use of Hazardous Substances. (a) Grantee and affiliates shall not use, store, generate, process, transport, handle, release, or dispose of Hazardous Substances, except in accordance with all applicable laws. (b) Grantee shall not undertake, or allow others to undertake by Grantee’s permission, acquiescence, or failure to act, activities that result in a release or threatened release of Hazardous Substances. (c) If use of Hazardous Substances related to the Permitted Use results in a violation of law: (1) Grantee shall submit to State any plans for remedying the violation, and (2) Grantee shall implement any measures to restore the Easement Property or natural resources that State may require in addition to remedial measures required by regulatory authorities. 8.5 Management of Contamination. (a) Grantee and affiliates shall not undertake activities that: (1) Damage or interfere with the operation of remedial or restoration activities, if any; (2) Result in human or environmental exposure to contaminated sediments, if any; (3) Result in the mechanical or chemical disturbance of on-site habitat mitigation, if any. (b) If requested, Grantee shall allow reasonable access to: (1) Employees and authorized agents of the United States Environmental Protection Agency (EPA), 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 Hazardous Substances; (3) Any lien or action arising from Hazardous Substances; (4) Any actual or alleged violation of any federal, state, or local statute, ordinance, rule, regulation, or other law pertaining to Hazardous Substances; THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 13 of 30 Easement No. 51-A51747 (5) Any notification from the EPA or the Washington State Department of Ecology 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 lands described in Paragraph 8.2(a), and to any other property used by Grantee in conjunction with the Easement Property if a release of Hazardous Substances on the other property could affect the Easement Property. (c) Grantee shall provide State with copies of all documents Grantee submits to any federal, state, or local authorities concerning environmental impacts or proposals relative to the Easement Property. Documents subject to this requirement include, but are not limited to, applications, reports, studies, or audits for National Pollutant Discharge Elimination System permits (NPDES); U.S. Army Corps of Engineers permits; State Hydraulic Project Approvals (HPA); State Water Quality Certifications; Substantial Shoreline Development permits; and any reporting necessary for the existence, location, and storage of Hazardous Substances on the Easement Property. 8.7 Indemnification. (a) Grantee shall fully indemnify, defend, and hold harmless State 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 and affiliates occurring whenever Grantee uses or has used the Easement Property; (2) The release or threatened release of any Hazardous Substance resulting from any act or omission of Grantee and affiliates occurring whenever Grantee uses or has used the Easement Property. (b) Grantee shall fully indemnify, defend, and hold harmless State for any Liabilities that arise out of or relate to Grantee’s breach of obligations under Paragraph 8.5. (c) If Grantee fails to exercise care as described in Paragraph 8.2(b)(2), Grantee shall fully indemnify, defend, and hold harmless State from and against Liabilities arising from the acts or omissions of third parties in relation to the release or threatened release of Hazardous Substances. 8.8 Reservation of Rights. (a) For Liabilities not covered by the indemnification provisions of Paragraph 8.7, the Parties expressly reserve and do not waive any rights, claims, immunities, causes of action, or defenses relating to Hazardous Substances that either Party may have against the other under law. (b) The Parties expressly reserve all such rights, claims, immunities, and defenses that either Party may have against third parties. Nothing in this Section 8 benefits or creates rights for third parties. (c) The allocations of risks, Liabilities, and responsibilities set forth in this Section 8 do not release either Party from or affect the liability of either Party for Hazardous Substances claims or actions by regulatory agencies. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 14 of 30 Easement No. 51-A51747 8.9 Cleanup. (a) If Grantee’s act, omission, or breach of obligation under Paragraph 8.4 results in a release of Hazardous Substances that exceeds the threshold limits of any applicable regulatory standards, 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. (b) If a cleanup is eligible for the Washington State Department of Ecology’s Voluntary Cleanup Program, 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 the Department of Natural Resources’ approval of final plans. Nothing in the operation of this provision is an agreement by the 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. 8.10 Sampling by State, Reimbursement, and Split Samples. (a) 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. (b) If such Tests, along with any other information, demonstrate a breach of Grantee’s obligations regarding Hazardous Substances under this Easement, Grantee shall promptly reimburse State for all costs associated with such Tests, provided State gave Grantee thirty (30) days’ advance notice in nonemergencies, and reasonably practical notice in emergencies. (c) In nonemergencies, Grantee is entitled to obtain split samples of Test samples, provided Grantee gives State written notice requesting split samples at least ten (10) days before State conducts Tests. Upon demand, Grantee shall promptly reimburse State for additional cost, if any, of split samples. (d) If either Party conducts Tests on the Easement Property, the conducting Party shall provide the other Party with validated final data and quality assurance/quality control/chain of custody information about the Tests within sixty (60) days of a written request by the other party, unless Tests are part of a submittal under Paragraph 8.6(c) in which case Grantee shall submit data and information to State without written request by State. Neither party is obligated to provide any analytical summaries or the work product of experts. SECTION 9 NATURE OF ESTATE AND ASSIGNMENT This Easement shall be in gross for the sole benefit of Grantee’s use associated with the Permitted Use. This Easement shall not run with the land. This Easement is indivisible. Grantee THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 15 of 30 Easement No. 51-A51747 shall not sell, convey, mortgage, assign, pledge, grant franchises for, or otherwise transfer or encumber any part of Grantee’s interest in this Easement or any part of Grantee’s interest in the Easement Property without State’s prior written consent, which shall be at State’s sole discretion. State reserves the right to reasonably change the terms and conditions of this Easement upon State’s consent to requests made under this Section 9. SECTION 10 INDEMNITY, FINANCIAL SECURITY, INSURANCE 10.1 Indemnity. (a) Grantee shall indemnify, defend, and hold harmless State, its employees, officials, officers, and agents from any Claim arising out of the Permitted Use, any Claim arising out of activities related to the Permitted Use, or any Claim arising out of the use of the Easement Property 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 Paragraph 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 in value, and/or damages resulting from loss of use of the Easement Property. (c) State shall not require Grantee to indemnify, defend, and hold harmless State, its employees, officials, officers, and agents for a Claim caused solely by or resulting solely from the negligence or willful act of State or State’s employees, officials, officers, or agents. (d) Grantee specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW in connection with its obligation to indemnify, defend, and hold harmless State and its employees, officials, officers, and agents. Further, Grantee’s obligation under this Easement to indemnify, defend, and hold harmless State and its employees, officials, officers, and agents 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 workers’ compensation acts. (e) Only to the extent RCW 4.24.115 applies and requires such a limitation, if a Claim, is caused by or results from the concurrent negligence of (a) State or State’s employees, officials, officers, or agents 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. (f) Section 8, Environmental Liability/Risk Allocation, exclusively shall govern Grantee’s liability to State for Hazardous Substances and its obligation to indemnify, defend, and hold harmless State for Hazardous Substances. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 16 of 30 Easement No. 51-A51747 10.2 Insurance Terms. (a) Insurance Required. (1) At its own expense, Grantee shall procure and maintain during the Term, the insurance coverages and limits described in this Paragraph 10.2 and in Paragraph 10.3, Insurance Types and Limits. State may terminate this Easement if Grantee fails to maintain required insurance. (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 A.M. Best’s Insurance Reports. Grantee may submit a request to the risk manager for the Department of Natural Resources to approve an exception to this requirement. If an insurer is not admitted, the insurance policies and procedures for issuing the insurance policies shall comply with Chapter 48.15 RCW and 284-15 WAC. (3) All general liability, excess, umbrella, and pollution legal liability insurance policies must name the State of Washington, the Department of Natural Resources, its elected and appointed officials, officers, agents, and employees as an additional insured by way of endorsement. (4) All property, builder’s risk, and equipment breakdown insurance must name the State of Washington, the Department of Natural Resources, its elected and appointed officials, officers, agents, and employees as loss payees. (5) 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) and endorsement(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 the Easement number. (3) Receipt of such certificates, endorsements, 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, as follows: THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 17 of 30 Easement No. 51-A51747 (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 twenty (20) 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 thirty (30) 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) Terminate this Easement, 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 Paragraph 6.3 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 are adequate to protect Grantee. (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 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. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 18 of 30 Easement No. 51-A51747 (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 shall include 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. (c) Employers’ Liability Insurance. Grantee shall procure employers’ 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 and One Million Dollars ($1,000,000) each employee for bodily injury by disease. (d) Protection and Indemnity Insurance (P&I). Whenever any Work requires a vessel to be operated on the property, Grantee or Grantee’s contractor(s) shall procure and maintain P&I insurance with limits of liability not less than One Million ($1,000,000) for the duration of such Work. The P&I insurance must cover, at a minimum, all claims relating to injuries or damages to persons or property sustained in, on, or about the property; fuel spills; wreck removal; salvage; injuries to passengers and crew of the vessel; and damages to nets and fishing lines. If necessary, Grantee shall procure and maintain commercial umbrella liability insurance covering claims for these risks. Grantee shall submit proof of this P&I insurance to State prior to Commencing any such Work. (e) Hull Insurance. Grantee or Grantee’s contractor shall procure and maintain hull insurance for each vessel owned and/or operated by the Grantee or Grantee’s contractor on the Easement Property. The coverage amount of each hull insurance policy must be equal to the value of the covered vessel.] (f) Pollution Legal Liability Insurance THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 19 of 30 Easement No. 51-A51747 (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 not been physically injured or destroyed. Such coverage must also provide for both on-site and off-site cleanup costs, cover gradual and sudden pollution, and include in its scope of coverage natural resource damage claims. The Insurance Certificate must state that the insurer is covering Hazardous Substance removal. Grantee shall maintain coverage in an amount of at least: (i) One Million Dollars ($1,000,000) each occurrence for Grantee’s operations at the site(s) identified above, and (ii) Two Million Dollars ($2,000,000) 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 or is provided on a claims-made basis, the following additional conditions must be met: (i) The policy must contain no retroactive date, or the retroactive date must precede the Commencement Date of the Easement. (ii) Coverage must either be continuously maintained for a period of five (5) years following the Termination Date of the Easement, or an extended reporting period of at least five (5) years following the Termination Date of the Easement shall be purchased. 10.4 Financial Security. (a) On the Commencement Date of this Easement, Grantee is not required to procure and maintain a corporate security bond or other financial security (“Security”). During the Term of this Easement, State may require Grantee to procure and maintain Security upon any of the events listed in Paragraph 10.4(c)(1). (b) All Security must be in a form acceptable to 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 A.M. Best’s Insurance Reports, unless State approves an exception in writing. Grantee may submit a request to the 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) As a condition of approval of assignment of this Easement, THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 20 of 30 Easement No. 51-A51747 (ii) Upon a material change in the condition or disposition of any Improvements, or (iii) 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 breach 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 the Easement or cure the breach or (4) prevent termination of the Easement because of the breach. 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 Grantee-Owned Improvements in good order and repair, in a clean, attractive, and safe condition. Grantee shall repair all damage caused or permitted by Grantee to Improvements Owned by Others on the Easement Property. (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 Grantee-Owned Improvements on the Easement Property that 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 Paragraph 11.2(d), all additions, repairs, alterations, maintenance, replacements or changes to the Easement Property and to any Grantee-Owned 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 Grantee-Owned 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 to the condition prior to the commencement of Work. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 21 of 30 Easement No. 51-A51747 SECTION 12 DAMAGE OR DESTRUCTION 12.1 Damage to Improvements. (a) In the event of any damage to or destruction of any Improvements on the Easement Property, Grantee shall immediately notify State, with subsequent written notice to State within five (5) days. (b) Grantee shall be solely responsible for any reconstruction, repair, or replacement of any Grantee-Owned Improvements. If Grantee elects not to reconstruct, repair, or replace all or a portion of any damaged Improvements, Grantee shall promptly remove any damaged or destroyed Improvements and restore the Easement Property. Any reconstruction, repair, or replacement of Improvements is governed by Section 7 Improvements, Personal Property, and Work, and Section 11, Maintenance and Repair, and any Additional Obligations in Exhibit B. (c) If Grantee is in breach of this Easement at the time damage or destruction occurs to Grantee-Owned Improvements, State may elect to terminate the Easement without giving Grantee an opportunity to cure, and State may retain any insurance proceeds payable as a result of the damage or destruction. 12.2 Damage to Land or Natural Resources (a) In the event of any damage to or destruction to the land or natural resources on the Easement Property, Grantee shall immediately notify State, with subsequent written notice to State within five (5) days. In the event of any damage or destruction to land or natural resources on adjacent state-owned aquatic lands that is attributable to Grantee’s use of the Property, to the Permitted Use, or to related activities, Grantee shall immediately notify State, with subsequent written notice to State within five (5) days. (b) Grantee, at Grantee’s sole cost, shall remedy any damages to land or natural resources on the Easement Property and adjacent state-owned aquatic lands that are attributable to Grantee’s use of the Property, the Permitted Use, or related activities, in accordance with a plan approved by State. Grantee shall also compensate State for any lost or damaged natural resource values in accordance with Paragraph 12.2(c). (c) Compensation for lost resource values: (1) If damages to the land or natural resources result in lost or damaged natural resource values, Grantee shall compensate State with (1) monetary compensation; (2) the completion of a project approved by State that includes replacing, enhancing, or otherwise providing in-kind habitats, resources, or environments on other state-owned aquatic lands in order to offset the damage and impacts; or (3) a mixture of both monetary compensation and a project. State shall have the discretion to determine if Grantee will compensate with monetary compensation, a project, or both. If State requires monetary compensation, the value of damages shall be determined in accordance with Paragraph 12.2(c)(2). THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 22 of 30 Easement No. 51-A51747 (2) If State requires monetary compensation under Paragraph 12.2(c)(1), unless the Parties otherwise agree on the value, a three-member panel of professional appraisers or resource economists will determine the measure of lost resource values, and issue a written decision. The appraisers or resource economists 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 compensation on generally accepted valuation principles. The written decision of the majority of the panel shall bind the Parties. (d) If damage to land or natural resources on the Easement Property or adjacent state- owned aquatic lands are attributable to Grantee’s use of the Property, to the Permitted Use, or to related activities, or if such damage occurs when Grantee is in breach of the Easement, State may elect to terminate the Easement in accordance with Section 14. If State elects to terminate the Easement, Grantee is still responsible for restoring any damages to land or natural resources on the Easement Property and adjacent state-owned aquatic lands, and for compensating State for any lost resource values in accordance with Paragraph 12.2(c). State may retain any insurance proceeds payable as a result of the damage or destruction. (e) State may, with or without terminating the Easement, at the sole expense of Grantee, remedy any damages and complete a project that offsets lost or damaged natural resource values. If State takes any such actions, upon demand by State, Grantee shall pay all costs incurred by State. 12.3 State’s Waiver of Claim. State does not waive any claims for damage or destruction of the Easement Property or adjacent state-owned aquatic lands unless State provides written notice to Grantee of each specific claim waived. 12.4 Insurance Proceeds. Grantee’s duties under Paragraphs 12.1 and 12.2 are 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 Paragraph 10.2(g)(3). SECTION 13 CONDEMNATION In the event of condemnation, the Parties shall allocate the condemnation 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, if any. 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 THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 23 of 30 Easement No. 51-A51747 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 REMEDIES AND 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. Unless otherwise stated in this Easement, State shall provide Grantee written notice of breach, and Grantee shall have sixty (60) days after receiving the notice to cure the breach. State may extend the cure period if breach is not reasonably capable of cure within sixty (60) days. This sixty (60) day cure period does not apply where State terminates this Easement under Paragraph 10.2(f) or Paragraph 12.1(c). 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 and Grantee’s rights revert to State. Grantee shall still be responsible for complying with all end of Term requirements. 14.3 Termination by Grantee. Grantee may terminate this Easement upon providing State with sixty (60) days written notice of intent to terminate. If Grantee terminates under this Paragraph, the date of Grantee’s termination shall be deemed the Termination Date and Grantee shall comply with all end of Term requirements. Grantee is not entitled to any refunds of Easement fees already paid to State. 14.4 Remedies Not Exclusive. The remedies specified under this Section 14 are not exclusive of any other remedies or means of redress to which State is lawfully entitled for Grantee’s breach or threatened breach of any provision of this Easement. 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 950 Farman Ave North Enumclaw, WA 98022 Grantee: City of Bremerton 345 6th Street, Suite 100 Bremerton, Washington 98337 THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 24 of 30 Easement No. 51-A51747 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 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: DEPARTMENT OF NATURAL RESOURCES Shoreline District 950 Farman Ave North Enumclaw, WA 98022 aquaticleasing.shoreline@dnr.wa.gov Grantee: Greg Wheeler, Mayor City of Bremerton 345 6th Street, Suite 100 Bremerton, Washington 98337 Greg.Wheeler@ci.bremerton.wa.us 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. 16.2 Successors and Assigns. Subject to the limitations set forth in Section 9, 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, attachments, 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. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 25 of 30 Easement No. 51-A51747 (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 a payment is not a waiver of any preceding or 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 of State 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 and regardless of gender, 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, shall include 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 the 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. Venue for any action arising out of or in connection with this Easement is in the Superior Court for Thurston County, Washington. 16.11 Statutory Reference. Any reference to a statute or rule means that statute or rule as presently enacted or hereafter amended or superseded. 16.12 Recordation. At Grantee’s expense and no later than thirty (30) days after receiving the fully-executed Easement, Grantee shall record this Easement in the county in which the Easement 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. If Grantee fails to record this Easement, State may record this Easement and Grantee shall pay the costs of recording upon State’s demand. 16.13 Modification. No modification of this Easement is effective unless in writing and signed by both Parties. Oral representations or statements do not bind either Party. THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 26 of 30 Easement No. 51-A51747 16.14 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. 16.15 Exhibits and Attachments. All referenced exhibits and attachments 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. CITY OF BREMERTON Dated: _____________________, 20__ __________________________________________ By: Greg Wheeler Title: Mayor Address: 345 6th Street, Bremerton, WA 98337 Phone: (360) 473-5266 STATE OF WASHINGTON DEPARTMENT OF NATURAL RESOURCES Dated: _____________________, 20__ __________________________________________ By: Katrina Lassiter Title: Interim Deputy Supervisor for Aquatics Division Address: 950 Farman Ave North Enumclaw, WA 98022 Approved as to form this 18th day of November 2021 Jennifer Clements, Assistant Attorney General THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 27 of 30 Easement No. 51-A51747 REPRESENTATIVE ACKNOWLEDGMENT Notarized online using audio-video communication STATE OF ) ) 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/she) signed this instrument, on oath stated that (he/she) 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. This notarial act involved the use of communication technology. Dated: _____________________, 20__ _________________________________________ (Signature) (Seal or stamp) _________________________________________ (Print Name) Notary Public in and for the State of Washington, residing at ___________________________________ My appointment expires _______________ THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 28 of 30 Easement No. 51-A51747 STATE ACKNOWLEDGMENT Notarized online using audio-video communication STATE OF WASHINGTON) ) ss. County of ) I certify that I know or have satisfactory evidence that KATRINA LASSITER is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the Interim Deputy Supervisor for Aquatics Division of the Department of Natural Resources, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. This notarial act involved the use of communication technology. Dated: _____________________, 20__ _________________________________________ (Signature) (Seal or stamp) _________________________________________ (Print Name) Notary Public in and for the State of Washington, residing at ___________________________________ My appointment expires _______________ THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 29 of 30 Easement No. 51-A51747 EXHIBIT A Agreement Number 51-A51747 1. LEGAL DESCRIPTION OF THE PROPERTY: That easement area legally described and shown a in that Record of Survey recorded in Kitsap County, Washington on October 20, 2021 under Auditor’s File Number 202110200171 and in Volume 94 of Surveys at Page 125. 2. SQUARE FOOTAGE OF EASEMENT: Total Harbor Area 902.6 Total Bedlands: 14,832 Total Square Feet: 15,734.6 THIS DRAFT DOES NOT CONSTITUTE AN OFFER NOR A COMMITMENT TO EXTEND AN OFFER Aquatic Lands Easement (3/24/2021) Page 30 of 30 Easement No. 51-A51747 EXHIBIT B 1. DESCRIPTION OF PERMITTED USE A. Existing Facilities. The existing 1,452-foot long, 18-inch diameter municipal water pipe is buried within Port Washington Narrows, Kitsap County. The water pipeline was constructed in 1992 and authorized under Easement No. 51-051747. Easement No. 51-051747 terminated on August 1, 2021. This Easement allows the City of Bremerton continued use to provide water to the citizens of East Bremerton. Grantee warrants that its use of the Property between August 1, 2021 and the Commencement Date complied with the terms of this Easement. Grantee’s use of the Property, and liabilities and obligations relating to its use of the Property, between August 1, 2021 and the Commencement Date shall be on the same terms and conditions as this Easement. The municipal water pipeline enters the Port Washington Narrows from a parcel owned by the City of Bremerton on the southwestern side of Bremerton, and continues northeast to East Bremerton. The waters across the Port Washington Narrows are shallow, with a maximum depth of approximately 30 feet. The substrate in that area is a mix of gravel, sand, mud, and cobble, with occasional boulders. The waterbody is identified by United States Fish and Wildlife (USFW) as estuarine, marine wetland, and marine deep water wetland habitat per the wetland Cowardin classifications. There are no other Improvements within the Easement Property. B. Proposed Work. Grantee proposes no new facilities or Work. 2. ADDITIONAL OBLIGATIONS None October 7, 2021 Tom Gorman Sherri L. Gallant Acting Deputy Supervisor Aquatics Easement Manager Aquatics Division Shoreline District State of Washington State of Washington Department of Natural Resources Department of Natural Resources 950 Farman Ave North 950 Farman Ave North Enumclaw, WA 98022 Enumclaw, WA 98022 RE: Signature Authority Letter / DNR Aquatic Easement 51-A51747 Reauthorization of Bremerton Water Pipe To Whom It May Concern: Following approval of the City Council, the authorized signatory for the Aquatics Land Easement No. 51-A51747 pursuant to BMC 2.78.020, will be the Mayor, Greg Wheeler. Sincerely, Brett Jette Assistant City Attorney Office of the City Attorney Kylie Finnell, City Attorney Tel 360-473-2345 Fax 360-473-5161 345 6th Street, Suite 100 Bremerton, WA 98337-1873 Brett Jette Digitally signed by Brett Jette Date: 2021.10.07 14:18:19 -07'00' VICINITY MAP SHOWING LOCATION OF 18-INCH WATER MAIN __________________________________________________________________ CITY COUNCIL 345 6th Street, Suite 100, Bremerton, WA 98337 Phone (360) 473-5280 DATE: January 12, 2022 TO: City Council Members; Mayor Greg Wheeler; and Department Directors FROM: Michael Goodnow, Council President Leslie Daugs, Council Vice President SUBJ: 2022 Council Committee Assignments FINANCE, INVESTMENT, & PARKING COMMITTEE (TBD – Currently meets 4th Tuesday, 4:15 PM) 1.Jennifer Chamberlin 2.Mike Simpson 3.Eric Younger PUBLIC WORKS COMMITTEE (TBD - Currently meets 3rd Tuesday, 4:15 PM) 1.Jeff Coughlin 2.Mike Simpson 3.Eric Younger PUBLIC SAFETY COMMITTEE (TBD) 1.Jennifer Chamberlin 2.Leslie Daugs 3.Quinn Dennehy AUDIT COMMITTEE (TBD - Currently meets 1st Tuesday, 4:00 PM) 1.Jeff Coughlin 2.Quinn Dennehy RACE EQUITY ADVISORY COMMITTEE (REAC) (TBD - Currently meets 2nd Thursday at 6:00 PM) 1.Jennifer Chamberlin 2.Jeff Coughlin 3.Quinn Dennehy LODGING TAX ADVISORY COMMITTEE (LTAC) (TBD - Meets for several meetings in the summer…) 1.Leslie Daugs POLICE PENSION BOARD (Meets quarterly) 1.Michael Goodnow (Automatic Appointment to Council President) FIRE PENSION BOARD (Meets quarterly) 1.TBD (Automatic Appointment to Finance Committee Chair) KITSAP TRANSIT BOARD OF COMMISSIONERS (Meets 1st & 3rd Tuesdays, 8:30 AM) 1.Leslie Daugs KITSAP 911 BOARD OF DIRECTORS (Meets quarterly on 1st Tuesday, 12:30 PM) 1.Leslie Daugs 2.Michael Goodnow (Automatic Appointment to Council President) Continued on back… 1/12/22 Study Session C. General Council Business KEDA BOARD OF DIRECTORS (Meets quarterly on 3rd Thursday, 3:00 PM) 1. Michael Goodnow (Automatic Appointment to Council President) CDBG PROJECT REVIEW COMMITTEE (Meets for several meetings in the fall…) 1. Jeff Coughlin KITSAP REGIONAL COORDINATING COUNCIL (KRCC) (Meets 1st Tuesday, 10:15 AM) 1. Leslie Daugs 2. Jeff Coughlin ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- The following Boards are by appointment of the Mayor: PUGET SOUND REGIONAL COUNCIL (PSRC) – (The following Boards meet at PSRC in Seattle) PSRC EXECUTIVE BOARD (Meets 4th Thursday, 10:00 AM) 1. Greg Wheeler 2. Michael Goodnow (Alternate to the Mayor) PSRC TRANSPOL BOARD (Meets 2nd Thursday, 9:30 AM) 1. Greg Wheeler 2. Michael Goodnow (Alternate to the Mayor) PSRC GROWTH MANAGEMENT BOARD (Meets 1st Thursday, 10:00 AM) 1. Greg Wheeler 2. Michael Goodnow (Alternate to the Mayor) PSRC ECONOMIC DEVELOPMENT BOARD (Meets quarterly, 1st Wednesday, 1:00 PM) 1. Greg Wheeler 2. Michael Goodnow (Alternate to the Mayor) PUGET SOUND CLEAN AIR AGENCY BOARD (Meets 4th Thursday, 8:45 AM in Seattle) 1. Greg Wheeler 2. Michael Goodnow (Alternate to the Mayor) WEST CENTRAL LIO EXECUTIVE COMMITTEE (Meets as needed…) 1. Greg Wheeler 2. Leslie Daugs (Alternate to the Mayor) WEST SOUND ALLIANCE (WSA) WORKING & STAKEHOLDER GROUPS (Meets as needed…) 1. Greg Wheeler (No alternate from Council required) PENINSULA REGIONAL TRANSPORTATION PLANNING ORGANIZATION (PRTPO) 1. Greg Wheeler (No alternate from Council required)