The URL can be used to link to this page

Home My WebLink About04/20/2022 CITY COUNCIL AGENDA PACKET______________________________________________________________ CITY COUNCIL 345 6th Street, Suite 100, Bremerton, WA 98337 - Phone (360) 473-5280 WEDNESDAY, APRIL 20, 2022 CITY COUNCIL Virtual/Live Stream MEETING AGENDA City Council is conducting a virtual meeting. The Chambers remains closed, and all Council Members and staff will be participating in the meeting remotely. The public is invited to view and/or participate in the Council Meeting through one of the following options:  To stream online only (via BKAT Feed, with no interaction possible): https://bremerton.vod.castus.tv/vod/?live=ch1&nav=live  Members of the public are invited to join the Zoom Meeting by clicking on the link below: https://us02web.zoom.us/j/86014396826?pwd=MXFqOXd3dnpYRzdRTkc1cUhkRmF1dz09  Or One tap mobile: US: +12532158782,,86014396826#,,,,*173061# or +13462487799,,86014396826#,,,,*173061#  Or Telephone: Dial (for higher quality, dial a number based on your current location): US: +1 253 215 8782 or +1 346 248 7799 or +1 669 900 6833 or +1 312 626 6799 Webinar ID: 860 1439 6826 Passcode: 173061 Public questions or comments may be submitted ahead of time to City.Council@ci.bremerton.wa.us 1. CALL TO ORDER: 5:30 P.M. 2. MAYOR'S REPORT 3. PUBLIC RECOGNITION 4. CONSENT AGENDA A. Claims & Check Register B. Minutes of Meeting – April 6, 2022 C. Minutes of Study Session – April 13, 2022 D. Local Agency Professional Services Agreement with Parametrix, Inc. for Design of 6th Street Pavement Preservation Phase 3 Project E. Bremerton Stormwater Watershed Planning Grant Agreement with the WA State Department of Ecology F. Resolution No. 3345 rescinding Resolution No. 3099; and establishing Small Public Works Roster Process G. Resolution No. 3346 acknowledging Match to Surface Transportation Program (STP) Federal Grant Funds for the SR 303 Phase 2 Corridor Improvements Project H. Resolution No. 3347 acknowledging Match to Surface Transportation Program (STP) Federal Grant Funds for the 11th Street Roadway Preservation Project I. Goods & Services Agreement for a Sole Source Purchase of High Flow Pumps from APSCO, LLC for Lift Station EB-2; and related Budget Amendment J. Professional Services Agreement with Kennedy Jenks for a Wastewater Comprehensive Plan Amendment Continued on next page… 5. COUNCIL MEMBER REPORTS 6. ADJOURNMENT OF CITY COUNCIL BUSINESS MEETING 7. CITY COUNCIL STUDY SESSION Via Zoom Webinar A. “Nuts & Bolts of City Government” and “Establishing a Social Media Policy for Elected Officials” – City Attorney Kylie Finnell No action is anticipated… MAYOR’S REPORT April 20, 2022 Photo courtesy of Port of Bremerton Parks & Recreation Update Kitsap Lake Park Scope: Replacement of failing boat launch and dock, fishing dock, addition of accessible parking and pathways, new shelter, accessibility improvements to existing restroom. Also includes addition of new children’s playground Funding: •$1.05 million in state grants and Community Development Block Grant (CDBG) funds •$253,000 Department of Commerce grant Timeline: •Currently awaiting Army Corps permit •Construction documents completed and ready to go out to bid once the permitting is received Parks & Recreation Update Haddon Park Scope: Replace restroom, children’s playground, new picnic shelter, accessible pathways and upgrade sports court Funding: •$982,000 in Local Parks Grant, Youth Athletic Facilities Grant and Community Development Block Grant (CDBG) Timeline: •Consultant selected for Architectural, Engineering and Construction document development •Contract will be coming to Council for approval •Construction expected to begin Spring of 2023 Parks & Recreation Update Pendergast Regional Park Scope: Develop design and requirements for installation of artificial turf on the two dirt soccer fields and restroom improvements Funding: •$49,000 Department of Commerce grant •Continuing efforts to pursue additional grants and construction funding Timeline: •Consultant selected for preliminary Architectural, Engineering and Cost estimate •Contract will be coming to Council for approval Parks & Recreation Update Lions Park Scope: Add accessible parking, new accessible pathway, accessible entry gate, and resurface courts in park Funding: •$32,000 donation from the Bremerton Central Lions Club to resurface courts •$15,000 CDBG funds to add accessibility improvements Timeline: •Meet with the West Sound Pickleball group to discuss site conditions •Scheduling in process for accessible walkway installation •Construction of pathways and resurfacing in late Spring/early Summer 2022 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: N/A Claims & Check Register COUNCIL MEETING Date: April 20, 2022 Department: Legal Services Presenter: Angela Hoover Phone: (360) 473-5323 SUMMARY: Approval of the following checks and electronic fund transfers: 1. Check Numbers 397793-397967 and Electronic Fund Transfers V34979-V35068 in the grand total amount of $2,910,984.58 ATTACHMENTS: FISCAL IMPACTS (Include Budgeted Amount): STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the consent agenda as presented. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 01/02/2018 4A AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Minutes of Meeting – April 6, 2022 Study Session Date: N/A COUNCIL MEETING Date: April 20, 2022 Department: City Council Presenter: Council President Phone: (360) 473-5280 SUMMARY: The Minutes of Meeting held on April 6, 2022 are attached. ATTACHMENTS: Meeting Minutes FISCAL IMPACTS (Include Budgeted Amount): None STUDY SESSION AGENDA: ☒ N/A STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the April 6, 2022 Meeting Minutes as presented. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 11/3/17 4B 2 DIGITAL RECORDING CITY COUNCIL MEETING MINUTES Wednesday, April 6, 2022 A virtual meeting of the City Council of the City of Bremerton was called to order Wednesday, April 6, 2022, at 5:30 PM with Council President Michael Goodnow presiding. Council Members present were Eric Younger, Anna Mockler, Quinn Dennehy, Jeff Coughlin, Denise Frey, and Jennifer Chamberlin. Also present were Assistant City Attorney Brett Jette; City Clerk Angela Hoover; Legislative Office Manager Lori Smith; and IT Systems Administrator Kelly Wells. President Goodnow announced that the City Council is conducting the Council Meeting via Zoom, and all Council Members and staff will be participating remotely; and that tonight’s agenda was amended to pull the Executive Session under Item 9A; and welcomed District 2 Council Member Denise Frey. ELECTION OF 2022 COUNCIL OFFICER A. Vice President President Goodnow opened nominations for 2022 Council Vice-President. Jennifer Chamberlin nominated herself. Jeff Coughlin nominated himself. With no further nominations, President Goodnow called for a vote by requesting that the Council Members use the Zoom Chat feature to direct their selection to City Clerk Hoover. Voted in favor of Chamberlin: Chamberlin, Frey, Dennehy, and Mockler Voted in favor of Coughlin: Coughlin, Younger, and Goodnow By a vote of 4 to 3 Jennifer Chamberlin was elected to serve as 2022 Council Vice President. MAYOR’S REPORT Mayor Wheeler…  Provided an update on permit activity;  Requested feedback from the public on cable, internet, and broadband; and  Read the proclamation to proclaim April 22 as Arbor Day in the City of Bremerton. PUBLIC RECOGNITION Comments from the public were provided by Nick Wofford, Jeff Campbell, and Christi Lyon… With follow-up comments added by Mayor Wheeler and President Goodnow… CONSENT AGENDA 5A – Claims & Check Register: Check Numbers 397533 through 397792 and EFT-V34867 through EFT-V34978 in the grand total amount of $3,667,610.81; Regular Payroll for pay period ending March 15, 2022 in the amount of $978,645.66; Regular Payroll Payouts & Corrections for pay period ending March 15, 2022 in the amount of $11,616.68; Retiree Payroll for pay period ending March 31, 2022 in the amount of $51,942.26; and Regular Payroll for pay period ending March 31, 2022 in the amount of $990,940.30 5B – Minutes of Meeting – March 16, 2022 5C – Minutes of Special Meeting – March 23, 2022 5D – Minutes of Study Session – March 23, 2022 5E – Modification No. 4 to Goods & Services Agreement with AquaTechnex LLC for Phoslock Treatment and Aquatic Vegetation Harvesting of Kitsap Lake City Council Reg. Mtg. Minutes Wednesday, April 6, 2022 Page 2 of 4 5F – Interlocal Agreement for Public Safety Records Management Software 5G – Contract with Active Construction, Inc. for the Price Road and Brentwood Drive Culvert Replacement Project; and related Budget Amendment 5H – Professional Services Agreement with Murraysmith, Inc. for Well 9 Site Redevelopment Project 5I – Confirm Appointment of Kirstie Haertel to the Bremerton Citizen’s Commission on Council Salaries 5J – Confirm Reappointment of Deborah McDaniel to the Bremerton Citizen’s Commission on Council Salaries 5K – Approval of Collective Bargaining Agreement between the City of Bremerton and the International Association of Firefighters Local 437; and related Budget Amendment 5L – Approval of Collective Bargaining Agreement between the City of Bremerton and Teamsters Local 589; Approval of the Management and Professional Employees Salary Schedule; and related Budget Amendment 5M – Purchase Agreement with Trebron Security, LLC for SOPHOS Firewall Appliance Upgrade and License Agreement Renewal 5N – Change Order No. 2 to Public Works Agreement with Hokkaido Drilling, Inc. to purchase Pump Replacement for the Well 13 Rehabilitation Project There were no questions and comments from the public… 6:06 M/S/C/U (Dennehy/Coughlin) Move to approve the CONSENT AGENDA as presented. GENERAL BUSINESS 6A – WASTE MANAGEMENT 2022 CITIZEN OUTREACH PROGRAM: Contract Administrator Melinda Monroe established that Waste Management is required under Section 10.5 of the current franchise agreement to provide an annual public outreach campaign upon approval of the City of Bremerton. The proposed 2022 Citizen Outreach is focused on reducing contaminated recycling and includes a cart tagging component scheduled for late spring and summer months. Public Sector Services Manager Laura Moser; and Recycling & Education Outreach Coordinator Philip Tran from Waste Management added to the presentation. There were no questions or comments from the public… 6:12 Motion was made by Dennehy; and seconded by Chamberlin… Questions and comments were provided by Dennehy, Chamberlin, Coughlin, and Goodnow; with responses provided by Ms. Monroe; Ms. Moser; and Mr. Tran… 6:17 M/S/C/U (Dennehy/Chamberlin) Move to approve the 2022 Waste Management Outreach Program as presented. 6B – AMENDMENT NO. 6 TO CONCESSION & MANAGEMENT AGREEMENT BETWEEN THE CITY OF BREMERTON AND THE YMCA OF KITSAP & PIERCE COUNTIES: Parks & Recreation Director Jeff Elevado explained that on October 10, 2011, the City entered into a Concession and Management Agreement with the YMCA of Pierce and Kitsap Counties for the operation of a recreation facility on the City owned East Park property and management of the City owned indoor swimming pool. The term of this agreement continued until December 31, 2020, with options to renew for two (2) successive ten (10) year terms. The YMCA has indicated a desire to transition out of operating the indoor swimming pool and possibly the recreation center. Consequently, a successive ten-year term was not executed. Instead, short City Council Reg. Mtg. Minutes Wednesday, April 6, 2022 Page 3 of 4 amendments (1-5) have been executed to extend the expiration of the agreement and provide for continued operations of the pool and recreation center while the parties negotiate a transition plan between the YMCA and the City for the pool facility and potentially the recreation center. Amendment 6 is the negotiated transition plan. Representing the YMCA of Kitsap & Pierce Counties Harold Shea and Charlie Davis were also available to answer any questions. A question from the public was submitted by Christi Lyson; with a response provided by Mr. Elevado… 6:22 Motion was made by Coughlin; and seconded by Dennehy… Questions and comments were provided by Coughlin, Mockler, Chamberlin, Frey, and Goodnow; with responses provided by Mr. Elevado, Mr. Shea, and Mr. Davis… 6:38 M/S/C/U (Coughlin/Dennehy) Move to approve the Sixth Amendment to the Concession and Management Agreement between the City of Bremerton and YMCA of Pierce and Kitsap Counties; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. 7A – FINAL PUBLIC HEARING ON THE 2ND AMENDMENT TO THE CONCESSION AGREEMENT WITH OLYMPIC SOCCER & SPORTS CENTER, LLC: Parks & Recreation Director Jeff Elevado restated that on October 30, 2006, the City entered into the “First Amended Concession Agreement” with Olympic Soccer & Sports Center, LLC for the ground and use concession agreement for the privately owned indoor soccer and sports facility located at Pendergast Regional Park. The City was notified on February 1, 2022 that the current owners had entered into a Purchase and Sale Agreement with Evolution Soccer, LLC for the sale of the business and building. OSSC wishes to assign the concession agreement to Evolution Soccer, LLC and Evolution Soccer, LLC desires to increase the number of options to renew the agreement to meet requirements of their funding institution. This Amendment, if approved, will assign the Concession Agreement to Evolution Soccer, LLC and add an additional 10-year renewal option to the current agreement. The Bremerton Parks and Recreation Commission has reviewed the request and recommended approval by City Council at the Public Hearing on February 22, 2022, public meeting. Ownership of the underlying property upon which the building and business is located will remain with the City. President Goodnow explained the purpose of this Public Hearing is to accept public comment; that this is the 2nd and Final Public Hearing; and action is anticipated… Comments from the public were provided by Leslie Daugs and Ki’aha Long… With no further questions, President Goodnow closed the hearing to the public, and opened discussion to the Council… 6:44 M/S/C/U (Chamberlin/Dennehy) Move to approve the City of Bremerton amending the Concession Agreement with Olympic Soccer & Sports Center, LLC to assign the Concession Agreement to Evolution Soccer, LLC and to add an additional 10-year option to the Concession Agreement and to authorize the Mayor to finalize and execute the necessary agreements to achieve these terms. COUNCIL MEMBER REPORTS Jennifer Chamberlin thanked the Council for electing her as Council Vice President; and expressed her appreciation to Council staff for their great work! Denise Frey looked forward to serving the City of Bremerton; shared that the Lady Knights Softball Field has been dedicated; and announced the Kitsap Sun’s next Story Walk on City Council Reg. Mtg. Minutes Wednesday, April 6, 2022 Page 4 of 4 Saturday, April 9. Jeff Coughlin provided an update on the Kitsap Way & Warren Avenue Traffic Signal Multimodal Project; on police efforts to address vandalism of businesses; highlighted the new “selfie wall” that was to generate social media attention; Senior Center spring activities; Arbor Day Celebration on Friday, April 22; and the Manette Easter Egg Hunt on Saturday, April 16. Quinn Dennehy welcomed new Council Member Frey; thanked Council and Legal staff for their efforts managing the precedented issues due to multiple turnovers on the Council; and reported on Up-from-Slavery Initiative’s Race & Equity Summit. Anna Mockler congratulated Council Members Frey and Chamberlin; thanked Department and Council staff for bringing her on board; suggested holding the Planning Session on a weekday; thanked the Police for resolving a dangerous situation on 19th Street; hoped for the completion of the pedestrian refuges on Kitsap Way any day now; announced that Kitsap Harvest will pick up unused produce for the hungry; and acknowledged the ongoing struggle in Ukraine. Eric Younger notified his constituents that the City will soon proceed with repaving on Shorewood and Madrona; and asked for their patience during the project. Michael Goodnow congratulated newly elected Council Vice President Jennifer Chamberlin; welcomed newly appointed Council Member Denise Frey; and reminded interested volunteers about the Charleston Clean-Up on Saturday, April 23. President Goodnow provided a reminder that until further notice, meetings will continue to be held remotely, including the Study Session next Wednesday, on April 13 at 5:00 PM. With no further business, President Goodnow adjourned the Council Meeting at 7:05 PM. Prepared and Submitted by: ______________________________ LORI SMITH Legislative Office Manager APPROVED by the City Council on the 20th day of April, 2022. ________________________________________ MICHAEL GOODNOW , City Council President Attest: ________________________________________ ANGELA HOOVER, City Clerk MG:AH:ls:cg AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Minutes of Study Session – April 13, 2022 Study Session Date: N/A COUNCIL MEETING Date: April 20, 2022 Department: City Council Presenter: Council President Phone: (360) 473-5280 SUMMARY: The Minutes of Study Session held on April 13, 2022 are attached. ATTACHMENTS: Study Session Minutes FISCAL IMPACTS (Include Budgeted Amount): None STUDY SESSION AGENDA: ☒ N/A STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the April 13, 2022 Study Session Minutes as presented. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 11/3/17 4C CITY COUNCIL STUDY SESSION MINUTES Wednesday, April 13, 2022 A virtual Study Session of the City Council of the City of Bremerton was called to order on Wednesday, April 13, 2022 at 5:00 PM, with Council President Michael Goodnow presiding. Other Council Members present were Eric Younger, Anna Mockler, Quinn Dennehy, Jeff Coughlin, Denise Frey, and Jennifer Chamberlin. Also present were Legislative Office Manager Lori Smith and Network Engineer Hans Nilsson. President Goodnow established that the City Council is conducting the Study Session via Zoom, and that all Council Members and staff will be participating remotely. He further established that the Study Session is open for the public to listen-in, there will be no opportunities for input; the content of these items is subject to change; and no action is anticipated, except for Item C1… If approved by the Council, these items will be placed on the April 20, 2022 City Council Virtual Meeting Agenda… A. BRIEFINGS on AGENDA BILL ITEMS 1. Local Agency Professional Services Agreement with Parametrix, Inc. for Design of the 6th Street Pavement Preservation Phase 3 Project Consent Agenda 2. Bremerton Stormwater Watershed Planning Grant Agreement with the WA State Department of Ecology Consent Agenda 3. Resolution rescinding Resolution No. 3099; and establishing a Small Public Works Roster Process Consent Agenda 4. Resolution acknowledging Match to Surface Transportation Program (STP) Federal Grant Funds for the SR 303 Phase 2 Corridor Improvements Project Consent Agenda 5. Resolution acknowledging Match to Surface Transportation Program (STP) Federal Grant Funds for the 11th Street Roadway Preservation Project Consent Agenda 6. Goods & Services Agreement for Sole Source Purchase of High Flow Pumps from APSCO, LLC for Lift Station EB-2; and related Budget Amendment Consent Agenda 7. Professional Services Agreement with Kennedy Jenks for a Wastewater Comprehensive Plan Amendment Consent Agenda B. GENERAL COUNCIL BUSINESS o Public Safety Committee Monthly Briefing (Last Meeting 4/07/22) – Chair Jennifer Chamberlin o Other General Council Business was briefly discussed. C. EXECUTIVE SESSION At 6:51 PM, President Goodnow announced that a 20-minute Executive Session would be held to discuss “Potential Litigation” as allowed under RCW 42.30.110 (1) (i); and that action is anticipated… After a 2-Minute extension, President Goodnow called the meeting back to order at 7:13 PM… 7:14 PM Motion was read into the record by Assistant City Attorney Brett Jette; which was so moved by Chamberlin; and seconded by Dennehy… City Council Study Session Minutes Wednesday, April 13, 2022 Page 2 of 2 7:14 M/S/C/U (Chamberlin/Dennehy) Move to authorize the Mayor to execute the One Washington Memorandum of Understanding between WA Municipalities related to the Opioid Medication. President Goodnow allowed a discussion on General Council Business to continue. He then announced that all meetings will continue to be held remotely until further notice, including the next Council Meeting on Wednesday, April 20, 2022, beginning at 5:30 PM. With no further business, the Study Session was adjourned at 7:42 PM. Prepared and Submitted by: ______________________________ LORI SMITH Legislative Office Manager APPROVED by the City Council on the 20th day of April, 2022. MICHAEL GOODNOW , Council President ATTEST: ______________________________ ANGELA HOOVER, City Clerk MG:AH:ls:cg AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: April 13, 2022 Local Agency Professional Services Agreement with Parametrix, Inc. for Design of 6th Street Pavement Preservation Phase 3 Project COUNCIL MEETING Date: April 20, 2022 Department: PW&U - Engineering Presenter: Chris Dimmitt Phone: (360) 473-2307 SUMMARY: In April 2021, the City accepted a Federal Highway Administration (FHWA) transportation Grant through Puget Sound Regional Council (PSRC) to design and construct a grind and overlay of 6th Street between Naval Avenue and Warren Ave. The City advertised a Request for Proposals and received proposals from three qualified design firms. Three firms were interviewed, and Parametrix was selected to perform the design. The agreement includes engineering and design, Real Estate Services for right of way acquisition, environmental permitting, and construction engineering support services. The work in the agreement is subject to grant reimbursement, except for Real Estate Services, which will be funded by the City. The Professional Services Agreement will be in WSDOT standard agreement, with its standard terms and conditions. The contract amount is $426,237.00. ATTACHMENTS: 1) Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement with Parametrix, Inc. Updated FISCAL IMPACTS (Include Budgeted Amount): The project is budgeted in the Transportation Capital Fund. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the Professional Services Agreement with Parametrix, Inc. for the design of the 6th Street Pavement Preservation Phase 3 Project, and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 01/02/2018 4D Updated Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: 'RHV WKLV 5HTXLUH '(6 ¿OLQJ"Yes No Firm/Organization Legal Name (do not use dba’s): Address Federal Aid Number UBI Number Federal TIN or SSN Number Execution Date Completion Date 1099 Form Required Yes No Federal Participation Yes No Project Title Description of Work Yes % No DBE Participation Yes % No MBE Participation Yes % No WBE Participation Yes % No SBE Participation Total Amount Authorized: Management Reserve Fund: Maximum Amount Payable: Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation6%(3ODQ Exhibit C 3UHSDUDWLRQDQG'HOLYHU\RI(OHFWURQLF(QJLQHHULQJDQG2WKHU'DWD Exhibit D 3ULPH&RQVXOWDQW&RVW&RPSXWDWLRQV Exhibit E 6XEFRQVXOWDQW&RVW&RPSXWDWLRQV Exhibit F 7LWOH9,$VVXUDQFHV Exhibit G &HUWL¿FDWLRQ'RFXPHQWV Exhibit H /LDELOLW\,QVXUDQFH,QFUHDVH ([KLELW ,$OOHJHG&RQVXOWDQW'HVLJQ(UURU3URFHGXUHV Exhibit J &RQVXOWDQW&ODLP3URFHGXUHV Agreement Number: Page 1 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised Parametrix, Inc. 1019 39th Ave SE Suite 100, Puyallup, WA 98374 STPUL-6566(014) 600 135 349 91-0914810 12/31/2025 6th Street Pavement Preservation Phase III - Naval Avenue to Warren Avenue Provide preliminary engineering, plans, specifications, and opinion of cost for construction bid documents; right-of-way acquisition services; and assistance during bidding and construction for pavement preservation from Naval Avenue to Warren Avenue; replacement of the traffic signal at the 6th Street and Veneta Avenue intersection; upgrade of water main between Veneta Avenue and Warren Avenue; and replacement of portions of existing stormwater infrastructure. 16 388,237 38,000.00 426,237 7+,6$*5((0(17 PDGH DQG HQWHUHG LQWR DV VKRZQ LQ WKH ³([HFXWLRQ 'DWH´ ER[ RQ SDJH RQH RI WKLV $*5((0(17 EHWZHHQ WKH KHUHLQDIWHU FDOOHG WKH ³$*(1&<´ DQG WKH ³)LUP 2UJDQL]DWLRQ 1DPH´ UHIHUHQFHG RQ SDJH RQH RI WKLV $*5((0(17 KHUHLQDIWHU FDOOHG WKH ³&2168/7$17´ :+(5($6 WKH$*(1&< GHVLUHV WR DFFRPSOLVK WKH ZRUN UHIHUHQFHG LQ ³'HVFULSWLRQ RI :RUN´ RQ SDJH RQH RI WKLV$*5((0(17 DQG KHUHDIWHU FDOOHG WKH ³6(59,&(6´ DQG GRHV QRW KDYH VXI¿FLHQW VWDII WR PHHW WKH UHTXLUHG FRPPLWPHQW DQG WKHUHIRUH GHHPV LW DGYLVDEOH DQG GHVLUDEOH WR HQJDJH WKH DVVLVWDQFH RI D &2168/7$17 WR SURYLGH WKH QHFHVVDU\ 6(59,&(6 DQG :+(5($6 WKH &2168/7$17 UHSUHVHQWV WKDW WKH\ FRPSO\ ZLWK WKH :DVKLQJWRQ 6WDWH 6WDWXWHV UHODWLQJ WR SURIHVVLRQDO UHJLVWUDWLRQ LI DSSOLFDEOH DQG KDV VLJQL¿HG D ZLOOLQJQHVV WR IXUQLVK FRQVXOWLQJ VHUYLFHV WR WKH$*(1&< 12: 7+(5()25( LQ FRQVLGHUDWLRQ RI WKH WHUPV FRQGLWLRQV FRYHQDQWV DQG SHUIRUPDQFH FRQWDLQHG KHUHLQ RU DWWDFKHG DQG LQFRUSRUDWHG DQG PDGH D SDUW KHUHRI WKH SDUWLHV KHUHWR DJUHH DV IROORZV I. General Description of Work 7KH ZRUN XQGHU WKLV$*5((0(17 VKDOO FRQVLVW RI WKH DERYHGHVFULEHG 6(59,&(6 DV KHUHLQ GH¿QHG DQG QHFHVVDU\ WR DFFRPSOLVK WKH FRPSOHWHG ZRUN IRU WKLV SURMHFW 7KH &2168/7$17 VKDOO IXUQLVK DOO VHUYLFHV ODERU DQG UHODWHG HTXLSPHQW DQG LI DSSOLFDEOH VXEFRQVXOWDQWV DQG VXEFRQWUDFWRUV QHFHVVDU\ WR FRQGXFW DQG FRPSOHWH WKH 6(59,&(6 DV GHVLJQDWHG HOVHZKHUH LQ WKLV$*5((0(17 II. General Scope of Work 7KH 6FRSH RI :RUN DQG SURMHFWHG OHYHO RI HIIRUW UHTXLUHG IRU WKHVH 6(59,&(6 LV GHVFULEHG LQ ([KLELW ³$´ DWWDFKHG KHUHWR DQG E\ WKLV UHIHUHQFH PDGH D SDUW RI WKLV$*5((0(17 7KH *HQHUDO 6FRSH RI :RUN ZDV GHYHORSHG XWLOL]LQJ SHUIRUPDQFH EDVHG FRQWUDFWLQJ PHWKRGRORJLHV III. General Requirements $OO DVSHFWV RI FRRUGLQDWLRQ RI WKH ZRUN RI WKLV$*5((0(17 ZLWK RXWVLGH DJHQFLHV JURXSV RU LQGLYLGXDOV VKDOO UHFHLYH DGYDQFH DSSURYDO E\ WKH$*(1&< 1HFHVVDU\ FRQWDFWV DQG PHHWLQJV ZLWK DJHQFLHV JURXSV DQGRU LQGLYLGXDOV VKDOO EH FRRUGLQDWHG WKURXJK WKH$*(1&< 7KH &2168/7$17 VKDOO DWWHQG FRRUGLQDWLRQ SURJUHVV DQG SUHVHQWDWLRQ PHHWLQJV ZLWK WKH$*(1&< DQGRU VXFK 6WDWH )HGHUDO &RPPXQLW\ &LW\ RU &RXQW\ RI¿FLDOV JURXSV RU LQGLYLGXDOV DV PD\ EH UHTXHVWHG E\ WKH$*(1&< 7KH$*(1&< ZLOO SURYLGH WKH &2168/7$17 VXI¿FLHQW QRWLFH SULRU WR PHHWLQJV UHTXLULQJ &2168/7$17 SDUWLFLSDWLRQ 7KH PLQLPXP UHTXLUHG KRXUV RU GD\V¶ QRWLFH VKDOO EH DJUHHG WR EHWZHHQ WKH$*(1&< DQG WKH &2168/7$17 DQG VKRZQ LQ ([KLELW ³$´ 7KH &2168/7$17 VKDOO SUHSDUH D PRQWKO\ SURJUHVV UHSRUW LQ D IRUP DSSURYHG E\ WKH$*(1&< ZKLFK ZLOO RXWOLQH LQ ZULWWHQ DQG JUDSKLFDO IRUP WKH YDULRXV SKDVHV DQG WKH RUGHU RI SHUIRUPDQFH RI WKH 6(59,&(6 LQ VXI¿FLHQW GHWDLO VR WKDW WKH SURJUHVV RI WKH 6(59,&(6 FDQ HDVLO\ EH HYDOXDWHG 7KH &2168/7$17 DQ\ VXEFRQVXOWDQWV DQG WKH$*(1&< VKDOO FRPSO\ ZLWK DOO )HGHUDO 6WDWH DQG ORFDO ODZV UXOHV FRGHV UHJXODWLRQV DQG DOO$*(1&< SROLFLHV DQG GLUHFWLYHV DSSOLFDEOH WR WKH ZRUN WR EH SHUIRUPHG XQGHU WKLV$*5((0(17 7KLV$*5((0(17 VKDOO EH LQWHUSUHWHG DQG FRQVWUXHG LQ DFFRUGDQFH ZLWK WKH ODZV RI WKH 6WDWH RI :DVKLQJWRQ Agreement Number: Page 2 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised City of Bremerton 3DUWLFLSDWLRQIRU'LVDGYDQWDJHG%XVLQHVV(QWHUSULVHV'%(RU6PDOO%XVLQHVV(QWHUSULVHV6%(LIUHTXLUHGSHU &)53DUWVKDOOEHVKRZQRQWKHKHDGLQJRIWKLV$*5((0(17,I'%(ILUPVDUHXWLOL]HGDWWKH FRPPHQFHPHQWRIWKLV$*5((0(17WKHDPRXQWVDXWKRUL]HGWRHDFKILUPDQGWKHLUFHUWLILFDWLRQQXPEHUZLOOEH VKRZQRQ([KLELW³%´DWWDFKHGKHUHWRDQGE\WKLVUHIHUHQFHPDGHSDUWRIWKLV$*5((0(17,IWKH3ULPH &2168/7$17LVD'%(FHUWLILHGILUPWKH\PXVWFRPSO\ZLWKWKH&RPPHUFLDO8VHIXO)XQFWLRQ&8)UHJXODWLRQ RXWOLQHGLQWKH$*(1&<¶V³'%(3URJUDP3DUWLFLSDWLRQ3ODQ´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³&± 3UHSDUDWLRQDQG'HOLYHU\RI(OHFWURQLF(QJLQHHULQJDQGRWKHU'DWD´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ame: Name: $JHQF\$JHQF\ Address: Address: &LW\ State: Zip: &LW\ State: Zip: (PDLO(PDLO Phone: Phone: )DFVLPLOH)DFVLPLOH IV. Time for Beginning and Completion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³&RPSOHWLRQ'DWH´ 7KHHVWDEOLVKHGFRPSOHWLRQWLPHVKDOOQRWEHH[WHQGHGEHFDXVHRIDQ\GHOD\VDWWULEXWDEOHWRWKH&2168/7$17 EXWPD\EHH[WHQGHGE\WKH$*(1&<LQWKHHYHQWRIDGHOD\DWWULEXWDEOHWRWKH$*(1&<RUEHFDXVHRI XQDYRLGDEOHGHOD\VFDXVHGE\DQDFWRI*2'JRYHUQPHQWDODFWLRQVRURWKHUFRQGLWLRQVEH\RQGWKHFRQWURORIWKH &2168/7$17$SULRUVXSSOHPHQWDO$*5((0(17LVVXHGE\WKH$*(1&<LVUHTXLUHGWRH[WHQGWKHHVWDEOLVKHG FRPSOHWLRQWLPHAgreement Number: Page 3 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised Christopher Dimmitt, P.E.Austin R. Fisher, P.E. Public Works & Utilities Engineering Div Parametrix Inc 345 Sixth Street, Suite 500 1019 39th Ave SE Suite 100 Bremerton WA 98337 Puyallup WA 98360 christopher.dimmitt@ci.bremerton.wa.us afisher@parametrix.com 360-473-2307 253-604-6747 N/A 855-542-6353 V. Payment Provisions 7KH&2168/7$17VKDOOEHSDLGE\WKH$*(1&<IRUFRPSOHWHG6(59,&(6UHQGHUHGXQGHUWKLV $*5((0(17DVSURYLGHGKHUHLQDIWHU6XFKSD\PHQWVKDOOEHIXOOFRPSHQVDWLRQIRU6(59,&(6SHUIRUPHGRU 6(59,&(6UHQGHUHGDQGIRUDOOODERUPDWHULDOVVXSSOLHVHTXLSPHQWDQGLQFLGHQWDOVQHFHVVDU\WRFRPSOHWH 6(59,&(6VSHFLILHGLQ6HFWLRQ,,³6FRSHRI:RUN´7KH&2168/7$17VKDOOFRQIRUPWRDOODSSOLFDEOH SRUWLRQVRI&)53DUWZZZHFIUJRY7KHHVWLPDWHLQVXSSRUWRIWKH&RVW3OXV)L[HG)HHDPRXQWLV DWWDFKHGKHUHWRDV([KLELWV³'´DQG³(´DQGE\WKLVUHIHUHQFHPDGHSDUWRIWKLV$*5((0(17 $$FWXDO&RVWV3D\PHQWIRUDOOFRQVXOWLQJVHUYLFHVIRUWKLV352-(&7VKDOOEHRQWKHEDVLVRIWKH &2168/7$17¶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³'´DQG³(´RIWKLV$*5((0(177RWDO ,&5SD\PHQWVKDOOEHEDVHGRQ$FWXDO&RVWV7KH$*(1&<DJUHHVWRUHLPEXUVHWKH&2168/7$17 WKHDFWXDO,&5FRVWVYHULILHGE\DXGLWXSWRWKH0D[LPXP7RWDO$PRXQW3D\DEOHDXWKRUL]HGXQGHUWKLV $*5((0(17ZKHQDFFXPXODWHGZLWKDOORWKHU$FWXDO&RVWV $VXPPDU\RIWKH&2168/7$17¶6FRVWHVWLPDWHDQGWKH,&5SHUFHQWDJHLVVKRZQLQ([KLELWV³'´DQG ³(´DWWDFKHGKHUHWRDQGE\WKLVUHIHUHQFHPDGHSDUWRIWKLV$*5((0(177KH&2168/7$17SULPH DQG DOO$ (VXEFRQVXOWDQWVZLOOVXEPLWWRWKH$*(1&<ZLWKLQVL[PRQWKVDIWHUWKHHQGRIHDFKILUP¶V ILVFDO \HDUDQ,&5VFKHGXOHLQWKHIRUPDWUHTXLUHGE\WKH$*(1&<FRVWFDWHJRU\GROODUH[SHQGLWXUHVHWF IRU WKHSXUSRVHRIDGMXVWLQJWKH,&5UDWHIRUELOOLQJVUHFHLYHGDQGSDLGGXULQJWKHILVFDO\HDUUHSUHVHQWHGE\ WKH ,&5VFKHGXOH,WVKDOODOVREHXVHGIRUWKHFRPSXWDWLRQRISURJUHVVSD\PHQWVGXULQJWKHIROORZLQJ\HDU DQG IRUUHWURDFWLYHO\DGMXVWLQJWKHSUHYLRXV\HDU¶V,&5FRVWWRUHIOHFWWKHDFWXDOUDWH7KH,&5VFKHGXOHZLOO EH VHQWWR(PDLO&RQVXOWDQW5DWHV#ZVGRWZDJRY )DLOXUHWRVXSSO\WKLVLQIRUPDWLRQE\HLWKHUWKHSULPH&2168/7$17RUDQ\RIWKHLU$ (VXEFRQVXOWDQWV VKDOO FDXVHWKH$*(1&<WRZLWKKROGSD\PHQWRIWKHELOOHG,&5FRVWVXQWLOVXFKWLPHDVWKHUHTXLUHG LQIRUPDWLRQ LVUHFHLYHGDQGDQRYHUKHDGUDWHIRUELOOLQJSXUSRVHVLVDSSURYHG 7KH$*(1&<¶V3URMHFW0DQDJHUDQGRUWKH)HGHUDO*RYHUQPHQWPD\SHUIRUPDQDXGLWRIWKH &2168/7$17¶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¶$FFRXQWLQJ0DQXDO0&KDSWHU±7UDYHO5XOHVDQG3URFHGXUHV DQG UHYLVLRQVWKHUHWR $LUWUDLQDQGUHQWDOFDUFRVWVVKDOOEHUHLPEXUVHGLQDFFRUGDQFHZLWK&RGHRI )HGHUDO 5HJXODWLRQV&)5 3DUW³7UDYHO&RVWV´7KHELOOLQJIRU'LUHFW1RQ6DODU\&RVWVVKDOO LQFOXGHDQ LWHPL]HGOLVWLQJRI WKHFKDUJHVGLUHFWO\LGHQWLILDEOHZLWKWKH352-(&77KH&2168/7$17VKDOO PDLQWDLQ WKHRULJLQDO VXSSRUWLQJGRFXPHQWVLQWKHLURIILFH&RSLHVRIWKHRULJLQDOVXSSRUWLQJGRFXPHQWV VKDOOEH VXSSOLHGWRWKH $*(1&<XSRQUHTXHVW$OODERYHFKDUJHVPXVWEHQHFHVVDU\IRUWKHVHUYLFHV SURYLGHG XQGHUWKLV $*5((0(17 Agreement Number: Page 4 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised )L[HG )HH 7KH )L[HG )HH ZKLFK UHSUHVHQWV WKH &2168/7$17¶6 SUR¿W LV VKRZQ LQ DWWDFKHG ([KLELWV ³'´ DQG ³(´ RI WKLV$*5((0(17 7KLV IHH LV EDVHG RQ WKH 6FRSH RI :RUN GH¿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¿QDO SD\PHQW VXEMHFW WR WKH SURYLVLRQV RI 6HFWLRQ ,; HQWLWOHG ³7HUPLQDWLRQ RI$JUHHPHQW´ 0DQDJHPHQW 5HVHUYH )XQG 05) 7KH$*(1&< PD\ GHVLUH WR HVWDEOLVK D 05) WR SURYLGH WKH$JUHHPHQW $GPLQLVWUDWRU ZLWK WKH ÀH[LELOLW\ WR DXWKRUL]H DGGLWLRQDO IXQGV WR WKH$*5((0(17 IRU DOORZDEOH XQIRUHVHHQ FRVWV RU UHLPEXUVLQJ WKH &2168/7$17 IRU DGGLWLRQDO ZRUN EH\RQG WKDW DOUHDG\ GH¿QHG LQ WKLV$*5((0(17 6XFK DXWKRUL]DWLRQV VKDOO EH LQ ZULWLQJ DQG VKDOO QRW H[FHHG WKH OHVVHU RI RU RI WKH 7RWDO$PRXQW$XWKRUL]HG DV VKRZQ LQ WKH KHDGLQJ RI WKLV$*5((0(17 7KH DPRXQW LQFOXGHG IRU WKH 05) LV VKRZQ LQ WKH KHDGLQJ RI WKLV$*5((0(17 7KLV IXQG PD\ QRW EH UHSOHQLVKHG $Q\ FKDQJHV UHTXLULQJ DGGLWLRQDO FRVWV LQ H[FHVV RI WKH 05) VKDOO EH PDGH LQ DFFRUGDQFH ZLWK 6HFWLRQ ;,,, ³([WUD :RUN´ 0D[LPXP 7RWDO$PRXQW 3D\DEOH 7KH 0D[LPXP 7RWDO$PRXQW 3D\DEOH E\ WKH$*(1&< WR WKH &2168/7$17 XQGHU WKLV$*5((0(17 VKDOO QRW H[FHHG WKH DPRXQW VKRZQ LQ WKH KHDGLQJ RI WKLV $*5((0(17 7KH 0D[LPXP 7RWDO$PRXQW 3D\DEOH LV FRPSULVHG RI WKH 7RWDO$PRXQW$XWKRUL]HG DQG WKH 05) 7KH 0D[LPXP 7RWDO$PRXQW 3D\DEOH GRHV QRW LQFOXGH SD\PHQW IRU ([WUD :RUN DV VWLSXODWHG LQ 6HFWLRQ ;,,, ³([WUD :RUN´ 1RPLQLPXPDPRXQWSD\DEOHLV JXDUDQWHHG XQGHUWKLV$*5((0(17 % 0RQWKO\ 3URJUHVV 3D\PHQWV 7KH &2168/7$17 PD\ VXEPLW ELOOLQJV WR WKH$*(1&< IRU UHLPEXUVHPHQW RI $FWXDO &RVWV SOXV WKH ,&5 DQG FDOFXODWHG IHH RQ D PRQWKO\ EDVLV GXULQJ WKH SURJUHVV RI WKH ZRUN 6XFK ELOOLQJV VKDOO EH LQ D IRUPDW DSSURYHG E\ WKH$*(1&< DQG DFFRPSDQLHG E\ WKH PRQWKO\ SURJUHVV UHSRUWV UHTXLUHG XQGHU 6HFWLRQ ,,, ³*HQHUDO 5HTXLUHPHQWV´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¿FDWLRQ E\ WKH$*(1&< DIWHU WKH FRPSOHWLRQ RI WKH ZRUN XQGHU WKLV$*5((0(17 FRQWLQJHQW LI DSSOLFDEOH XSRQ UHFHLSW RI DOO 36 ( SODQV PDSV QRWHV UHSRUWV HOHFWURQLF GDWD DQG RWKHU UHODWHG GRFXPHQWV ZKLFK DUH UHTXLUHG WR EH IXUQLVKHG XQGHU WKLV$*5((0(17 $FFHSWDQFH RI VXFK )LQDO 3D\PHQW E\ WKH &2168/7$17 VKDOO FRQVWLWXWH D UHOHDVH RI DOO FODLPV IRU SD\PHQW ZKLFK WKH &2168/7$17 PD\ KDYH DJDLQVW WKH$*(1&< XQOHVV VXFK FODLPV DUH VSHFL¿FDOO\ UHVHUYHG LQ ZULWLQJ DQG WUDQVPLWWHG WR WKH$*(1&< E\ WKH &2168/7$17 SULRU WR LWV DFFHSWDQFH 6DLG )LQDO 3D\PHQW VKDOO QRW KRZHYHU EH D EDU WR DQ\ FODLPV WKDW WKH$*(1&< PD\ KDYH DJDLQVW WKH &2168/7$17 RU WR DQ\ UHPHGLHV WKH$*(1&< PD\ SXUVXH ZLWK UHVSHFW WR VXFK FODLPV 7KH SD\PHQW RI DQ\ ELOOLQJ ZLOO QRW FRQVWLWXWH DJUHHPHQW DV WR WKH DSSURSULDWHQHVV RI DQ\ LWHP DQG DW WKH WLPH RI ¿QDO DXGLW DOO UHTXLUHG DGMXVWPHQWV ZLOO EH PDGH DQG UHÀHFWHG LQ D ¿QDO SD\PHQW ,Q WKH HYHQW WKDW VXFK ¿QDO DXGLW UHYHDOV DQ RYHUSD\PHQW WR WKH &2168/7$17 WKH &2168/7$17 ZLOO UHIXQG VXFK RYHUSD\PHQW WR WKH$*(1&< ZLWKLQ WKLUW\ FDOHQGDU GD\V RI QRWLFH RI WKH RYHUSD\PHQW 6XFK UHIXQG VKDOO QRW FRQVWLWXWH D ZDLYHU E\ WKH &2168/7$17 IRU DQ\ FODLPV UHODWLQJ WR WKH YDOLGLW\ RI D ¿QGLQJ E\ WKH$*(1&< RI RYHUSD\PHQW 7KH &2168/7$17 KDV WZHQW\ ZRUNLQJ GD\V DIWHU UHFHLSW RI WKH ¿QDO 3267$8',7 WR EHJLQ WKH DSSHDO SURFHVV WR WKH$*(1&< IRU DXGLW ¿QGLQJV Agreement Number: Page 5 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised ' ,QVSHFWLRQ RI &RVW 5HFRUGV 7KH &2168/7$17 DQG WKHLU VXEFRQVXOWDQWV VKDOO NHHS DYDLODEOH IRU LQVSHFWLRQ E\ UHSUHVHQWDWLYHV RI WKH$*(1&< DQG WKH 8QLWHG 6WDWHV IRU D SHULRG RI VL[ \HDUV DIWHU UHFHLSW RI ¿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¶V ,QWHUQDO$XGLW 2I¿FH DQG RU DW WKH UHTXHVW RI WKH$*(1&<¶V 3URMHFW 0DQDJHU VI. Sub-Contracting 7KH$*(1&< SHUPLWV VXEFRQWUDFWV IRU WKRVH LWHPV RI 6(59,&(6 DV VKRZQ LQ ([KLELW ³$´ DWWDFKHG KHUHWR DQG E\ WKLV UHIHUHQFH PDGH SDUW RI WKLV$*5((0(17 7KH &2168/7$17 VKDOO QRW VXEFRQWUDFW IRU WKH SHUIRUPDQFH RI DQ\ 6(59,&( XQGHU WKLV$*5((0(17 ZLWKRXW SULRU ZULWWHQ SHUPLVVLRQ RI WKH$*(1&< 1R SHUPLVVLRQ IRU VXEFRQWUDFWLQJ VKDOO FUHDWH EHWZHHQ WKH$*(1&< DQG VXEFRQVXOWDQW DQ\ FRQWUDFW RU DQ\ RWKHU UHODWLRQVKLS &RPSHQVDWLRQ IRU WKLV VXEFRQVXOWDQW 6(59,&(6 VKDOO EH EDVHG RQ WKH FRVW IDFWRUV VKRZQ RQ ([KLELW ³(´ DWWDFKHG KHUHWR DQG E\ WKLV UHIHUHQFH PDGH SDUW RI WKLV$*5((0(17 7KH 6(59,&(6 RI WKH VXEFRQVXOWDQW VKDOO QRW H[FHHG LWV PD[LPXP DPRXQW SD\DEOH LGHQWL¿HG LQ HDFK VXE FRQVXOWDQW FRVW HVWLPDWH XQOHVV D SULRU ZULWWHQ DSSURYDO KDV EHHQ LVVXHG E\ WKH$*(1&< $OO UHLPEXUVDEOH GLUHFW ODERU LQGLUHFW FRVW UDWH GLUHFW QRQVDODU\ FRVWV DQG ¿[HG IHH FRVWV IRU WKH VXEFRQVXOWDQW VKDOO EH QHJRWLDWHG DQG VXEVWDQWLDWHG LQ DFFRUGDQFH ZLWK VHFWLRQ 9 ³3D\PHQW 3URYLVLRQV´ KHUHLQ DQG VKDOO EH PHPRULDOL]HG LQ D ¿QDO ZULWWHQ DFNQRZOHGJHPHQW EHWZHHQ WKH SDUWLHV $OO VXEFRQWUDFWV VKDOO FRQWDLQ DOO DSSOLFDEOH SURYLVLRQV RI WKLV$*5((0(17 DQG WKH &2168/7$17 VKDOO UHTXLUH HDFK VXEFRQVXOWDQW RU VXEFRQWUDFWRU RI DQ\ WLHU WR DELGH E\ WKH WHUPV DQG FRQGLWLRQV RI WKLV$*5((0(17 :LWK UHVSHFW WR VXEFRQVXOWDQW SD\PHQW WKH &2168/7$17 VKDOO FRPSO\ ZLWK DOO DSSOLFDEOH VHFWLRQV RI WKH 67$7(¶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ÀLFW RI ,QWHUHVW 7KH &2168/7$17 ZDUUDQWV WKDW WKH\ KDYH QRW HPSOR\HG RU UHWDLQHG DQ\ FRPSDQ\ RU SHUVRQ RWKHU WKDQ D ERQD ¿GH HPSOR\HH ZRUNLQJ VROHO\ IRU WKH &2168/7$17 WR VROLFLW RU VHFXUH WKLV FRQWUDFW DQG WKDW LW KDV QRW SDLG RU DJUHHG WR SD\ DQ\ FRPSDQ\ RU SHUVRQ RWKHU WKDQ D ERQD ¿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¶V Agreement Number: Page 6 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised &RPSHQVDWLRQ$FW RQ EHKDOI RI VDLG HPSOR\HHV RU RWKHU SHUVRQV ZKLOH VR HQJDJHG DQG DQ\ DQG DOO FODLPV PDGH E\ D WKLUG SDUW\ DV D FRQVHTXHQFH RI DQ\ DFW RU RPLVVLRQ RQ WKH SDUW RI WKH &2168/7$17¶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ondiscrimination 'XULQJ WKH SHUIRUPDQFH RI WKLV$*5((0(17 WKH &2168/7$17 IRU LWVHOI LWV DVVLJQHHV VXEFRQVXOWDQWV VXEFRQWUDFWRUV DQG VXFFHVVRUV LQ LQWHUHVW DJUHHV WR FRPSO\ ZLWK WKH IROORZLQJ ODZV DQG UHJXODWLRQV 7LWOH 9, RI WKH &LYLO 5LJKWV$FW RI 86& &KDSWHU 6XEFKDSWHU 9 G WKURXJK GD )HGHUDODLG +LJKZD\$FW RI 86& &KDSWHU 5HKDELOLWDWLRQ$FW RI 86& &KDSWHU 6XEFKDSWHU 9 $JH 'LVFULPLQDWLRQ$FW RI 86& &KDSWHU et. seq. &LYLO 5LJKWV 5HVWRUDWLRQ$FW RI 3XEOLF /DZ $PHULFDQ ZLWK 'LVDELOLWLHV$FW RI 86& &KDSWHU et. seq. &)5 3DUW &)5 3DUW • 49 CFR Part 26 5&: ,Q UHODWLRQ WR 7LWOH 9, RI WKH &LYLO 5LJKWV$FW RI WKH &2168/7$17 LV ERXQG E\ WKH SURYLVLRQV RI ([KLELW ³)´ DWWDFKHG KHUHWR DQG E\ WKLV UHIHUHQFH PDGH SDUW RI WKLV$*5((0(17 DQG VKDOO LQFOXGH WKH DWWDFKHG ([KLELW ³)´ LQ HYHU\ VXEFRQWUDFW LQFOXGLQJ SURFXUHPHQW RI PDWHULDOV DQG OHDVHV RI HTXLSPHQW XQOHVV H[HPSW E\ WKH 5HJXODWLRQV RU GLUHFWLYHV LVVXHG SXUVXDQW WKHUHWR IX. Termination of Agreement 7KH ULJKW LV UHVHUYHG E\ WKH$*(1&< WR WHUPLQDWH WKLV$*5((0(17 DW DQ\ WLPH ZLWK RU ZLWKRXW FDXVH XSRQ WHQ GD\V ZULWWHQ QRWLFH WR WKH &2168/7$17 ,Q WKH HYHQW WKLV$*5((0(17 LV WHUPLQDWHG E\ WKH$*(1&< RWKHU WKDQ IRU GHIDXOW RQ WKH SDUW RI WKH &2168/7$17 D ¿QDO SD\PHQW VKDOO EH PDGH WR WKH &2168/7$17 IRU DFWXDO KRXUV FKDUJHG DQG DQ\ DSSURSULDWH ¿[HG IHH SHUFHQWDJH DW WKH WLPH RI WHUPLQDWLRQ RI WKLV$*5((0(17 SOXV DQ\ GLUHFW QRQVDODU\ FRVWV LQFXUUHG XS WR WKH WLPH RI WHUPLQDWLRQ RI WKLV$*5((0(17 1R SD\PHQW VKDOO EH PDGH IRU DQ\ 6(59,&(6 FRPSOHWHG DIWHU WHQ GD\V IROORZLQJ UHFHLSW E\ WKH &2168/7$17 RI WKH QRWLFH WR WHUPLQDWH ,I WKH DFFXPXODWHG SD\PHQW PDGH WR WKH &2168/7$17 SULRU WR 1RWLFH RI 7HUPLQDWLRQ H[FHHGV WKH WRWDO DPRXQW WKDW ZRXOG EH GXH ZKHQ FRPSXWHG DV VHW IRUWK LQ SDUDJUDSK WZR RI WKLV VHFWLRQ WKHQ QR ¿QDO SD\PHQW VKDOO EH GXH DQG WKH &2168/7$17 VKDOO LPPHGLDWHO\ UHLPEXUVH WKH$*(1&< IRU DQ\ H[FHVV SDLG ,I WKH VHUYLFHV RI WKH &2168/7$17 DUH WHUPLQDWHG E\ WKH$*(1&< IRU GHIDXOW RQ WKH SDUW RI WKH &2168/7$17 WKH DERYH IRUPXOD IRU SD\PHQW VKDOO QRW DSSO\ ,Q WKH HYHQW RI D WHUPLQDWLRQ IRU GHIDXOW WKH DPRXQW WR EH SDLG WR WKH &2168/7$17 VKDOO EH GHWHUPLQHG E\ WKH $*(1&< ZLWK FRQVLGHUDWLRQ JLYHQ WR WKH DFWXDO FRVWV LQFXUUHG E\ WKH &2168/7$17 LQ SHUIRUPLQJ 6(59,&(6 WR WKH GDWH RI WHUPLQDWLRQ WKH DPRXQW RI 6(59,&(6 RULJLQDOO\ UHTXLUHG ZKLFK ZDV VDWLVIDFWRULO\ FRPSOHWHG WR Agreement Number: Page 7 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised GDWH RI WHUPLQDWLRQ ZKHWKHU WKDW 6(59,&( LV LQ D IRUP RU D W\SH ZKLFK LV XVDEOH WR WKH$*(1&< DW WKH WLPH RI WHUPLQDWLRQ WKH FRVW WR WKH$*(1&< RI HPSOR\LQJ DQRWKHU ¿UP WR FRPSOHWH WKH 6(59,&(6 UHTXLUHG DQG WKH WLPH ZKLFK PD\ EH UHTXLUHG WR GR VR DQG RWKHU IDFWRUV ZKLFK DIIHFW WKH YDOXH WR WKH$*(1&< RI WKH 6(59,&(6 SHUIRUPHG DW WKH WLPH RI WHUPLQDWLRQ 8QGHU QR FLUFXPVWDQFHV VKDOO SD\PHQW PDGH XQGHU WKLV VXEVHFWLRQ H[FHHG WKH DPRXQW ZKLFK ZRXOG KDYH EHHQ PDGH XVLQJ WKH IRUPXOD VHW IRUWK LQ SDUDJUDSK WZR RI WKLV VHFWLRQ ,I LW LV GHWHUPLQHG IRU DQ\ UHDVRQ WKDW WKH &2168/7$17 ZDV QRW LQ GHIDXOW RU WKDW WKH &2168/7$17¶V IDLOXUH WR SHUIRUP LV ZLWKRXW WKH &2168/7$17¶V RU LWV HPSOR\HH¶V IDXOW RU QHJOLJHQFH WKH WHUPLQDWLRQ VKDOO EH GHHPHG WR EH D WHUPLQDWLRQ IRU WKH FRQYHQLHQFH RI WKH$*(1&< ,Q VXFK DQ HYHQW WKH &2168/7$17 ZRXOG EH UHLPEXUVHG IRU DFWXDO FRVWV DQG DSSURSULDWH ¿[HG IHH SHUFHQWDJH LQ DFFRUGDQFH ZLWK WKH WHUPLQDWLRQ IRU RWKHU WKDQ GHIDXOW FODXVHV OLVWHG SUHYLRXVO\ 7KH &2168/7$17 VKDOO ZLWKLQ GD\V QRWLI\ WKH$*(1&< LQ ZULWLQJ LQ WKH HYHQW RI WKH GHDWK RI DQ\ PHPEHU SDUWQHU RU RI¿FHU RI WKH &2168/7$17 RU WKH GHDWK RU FKDQJH RI DQ\ RI WKH &2168/7$17¶V VXSHUYLVRU\ DQGRU RWKHU NH\ SHUVRQQHO DVVLJQHG WR WKH SURMHFW RU GLVDI¿OLDWLRQ RI DQ\ SULQFLSDOO\ LQYROYHG &2168/7$17 HPSOR\HH 7KH &2168/7$17 VKDOO DOVR QRWLI\ WKH$*(1&< LQ ZULWLQJ LQ WKH HYHQW RI WKH VDOH RU WUDQVIHU RI RU PRUH RI WKH EHQH¿FLDO RZQHUVKLS RI WKH &2168/7$17 ZLWKLQ GD\V RI VXFK VDOH RU WUDQVIHU RFFXUULQJ 7KH &2168/7$17 VKDOO FRQWLQXH WR EH REOLJDWHG WR FRPSOHWH WKH 6(59,&(6 XQGHU WKH WHUPV RI WKLV$*5((0(17 XQOHVV WKH$*(1&< FKRRVHV WR WHUPLQDWH WKLV$*5((0(17 IRU FRQYHQLHQFH RU FKRRVHV WR UHQHJRWLDWH DQ\ WHUPV RI WKLV$*5((0(17 ,I WHUPLQDWLRQ IRU FRQYHQLHQFH RFFXUV ¿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hanges of Work 7KH &2168/7$17 VKDOO PDNH VXFK FKDQJHV DQG UHYLVLRQV LQ WKH FRPSOHWHG ZRUN RI WKLV$*5((0(17 DV QHFHVVDU\ WR FRUUHFW HUURUV DSSHDULQJ WKHUHLQ ZLWKRXW DGGLWLRQDO FRPSHQVDWLRQ WKHUHRI 6KRXOG WKH$*(1&< ¿QG LW GHVLUDEOH IRU LWV RZQ SXUSRVHV WR KDYH SUHYLRXVO\ VDWLVIDFWRULO\ FRPSOHWHG 6(59,&(6 RU SDUWV WKHUHRI FKDQJHG RU UHYLVHG WKH &2168/7$17 VKDOO PDNH VXFK UHYLVLRQV DV GLUHFWHG E\ WKH$*(1&<7KLV ZRUN VKDOO EH FRQVLGHUHG DV ([WUD :RUN DQG ZLOO EH SDLG IRU DV KHUHLQ SURYLGHG XQGHU VHFWLRQ ;,,, ³([WUD :RUN´ XI. Disputes $Q\ GLVSXWHG LVVXH QRW UHVROYHG SXUVXDQW WR WKH WHUPV RI WKLV$*5((0(17 VKDOO EH VXEPLWWHG LQ ZULWLQJ ZLWKLQ GD\V WR WKH 'LUHFWRU RI 3XEOLF :RUNV RU$*(1&< (QJLQHHU ZKRVH GHFLVLRQ LQ WKH PDWWHU VKDOO EH ¿QDO DQG ELQGLQJ RQ WKH SDUWLHV RI WKLV$*5((0(17 SURYLGHG KRZHYHU WKDW LI DQ DFWLRQ LV EURXJKW FKDOOHQJLQJ WKH 'LUHFWRU RI 3XEOLF :RUNV RU$*(1&< (QJLQHHU¶V GHFLVLRQ WKDW GHFLVLRQ VKDOO EH VXEMHFW WR MXGLFLDO UHYLHZ ,I WKH SDUWLHV WR WKLV$*5((0(17 PXWXDOO\ DJUHH GLVSXWHV FRQFHUQLQJ DOOHJHG GHVLJQ HUURUV ZLOO EH FRQGXFWHG XQGHU WKH SURFHGXUHV IRXQG LQ ([KLELW ³-´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greement Number: Page 8 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised XII. Legal Relations 7KH &2168/7$17 DQ\ VXEFRQVXOWDQWV DQG WKH$*(1&< VKDOO FRPSO\ ZLWK DOO )HGHUDO 6WDWH DQG ORFDO ODZV UXOHV FRGHV UHJXODWLRQV DQG DOO$*(1&< SROLFLHV DQG GLUHFWLYHV DSSOLFDEOH WR WKH ZRUN WR EH SHUIRUPHG XQGHU WKLV $*5((0(17 7KLV$*5((0(17 VKDOO EH LQWHUSUHWHG DQG FRQVWUXHG LQ DFFRUGDQFH ZLWK WKH ODZV RI WKH 6WDWH RI :DVKLQJWRQ 7KH &2168/7$17 VKDOO GHIHQG LQGHPQLI\ DQG KROG WKH 6WDWH RI :DVKLQJWRQ 67$7( DQG WKH$*(1&< DQG WKHLU RI¿FHUV DQG HPSOR\HHV KDUPOHVV IURP DOO FODLPV GHPDQGV RU VXLWV DW ODZ RU HTXLW\ DULVLQJ LQ ZKROH RU LQ SDUW IURP WKH QHJOLJHQFH RI RU WKH EUHDFK RI DQ\ REOLJDWLRQ XQGHU WKLV$*5((0(17 E\ WKH &2168/7$17 RU WKH &2168/7$17¶V DJHQWV HPSOR\HHV VXE FRQVXOWDQWV VXEFRQWUDFWRUV RU YHQGRUV RI DQ\ WLHU RU DQ\ RWKHU SHUVRQV IRU ZKRP WKH &2168/7$17 PD\ EH OHJDOO\ OLDEOH SURYLGHG WKDW QRWKLQJ KHUHLQ VKDOO UHTXLUH D &2168/7$17 WR GHIHQG RU LQGHPQLI\ WKH 67$7( DQG WKH$*(1&< DQG WKHLU RI¿FHUV DQG HPSOR\HHV DJDLQVW DQG KROG KDUPOHVV WKH 67$7( DQG WKH$*(1&< DQG WKHLU RI¿FHUV DQG HPSOR\HHV IURP FODLPV GHPDQGV RU VXLWV EDVHG VROHO\ XSRQ WKH QHJOLJHQFH RI RU EUHDFK RI DQ\ REOLJDWLRQ XQGHU WKLV$*5((0(17 E\ WKH 67$7( DQG WKH$*(1&< WKHLU DJHQWV RI¿FHUV HPSOR\HHV VXEFRQVXOWDQWV VXEFRQWUDFWRUV RU YHQGRUV RI DQ\ WLHU RU DQ\ RWKHU SHUVRQV IRU ZKRP WKH 67$7( DQGRU WKH$*(1&< PD\ EH OHJDOO\ OLDEOH DQG SURYLGHG IXUWKHU WKDW LI WKH FODLPV RU VXLWV DUH FDXVHG E\ RU UHVXOW IURP WKH FRQFXUUHQW QHJOLJHQFH RI D WKH &2168/7$17 RU WKH &2168/7$17¶V DJHQWV HPSOR\HHV VXEFRQVXOWDQWV VXEFRQWUDFWRUV RU YHQGRUV RI DQ\ WLHU RU DQ\ RWKHU SHUVRQV IRU ZKRP WKH &2168/7$17 LV OHJDOO\ OLDEOH DQG E WKH 67$7( DQGRU$*(1&< WKHLU DJHQWV RI¿FHUV HPSOR\HHV VXEFRQVXOWDQWV VXEFRQWUDFWRUV DQG RU YHQGRUV RI DQ\ WLHU RU DQ\ RWKHU SHUVRQV IRU ZKRP WKH 67$7( DQGRU$*(1&< PD\ EH OHJDOO\ OLDEOH WKH GHIHQVH DQG LQGHPQLW\ REOLJDWLRQ VKDOO EH YDOLG DQG HQIRUFHDEOH RQO\ WR WKH H[WHQW RI WKH &2168/7$17¶V QHJOLJHQFH RU WKH QHJOLJHQFH RI WKH &2168/7$17¶V DJHQWV HPSOR\HHV VXEFRQVXOWDQWV VXEFRQWUDFWRUV RU YHQGRUV RI DQ\ WLHU RU DQ\ RWKHU SHUVRQV IRU ZKRP WKH &2168/7$17 PD\ EH OHJDOO\ OLDEOH 7KLV SURYLVLRQ VKDOO EH LQFOXGHG LQ DQ\ $*5((0(17 EHWZHHQ &2168/7$17 DQG DQ\ VXEFRQVXOWDQW VXEFRQWUDFWRU DQG YHQGRU RI DQ\ WLHU 7KH &2168/7$17 VKDOO DOVR GHIHQG LQGHPQLI\ DQG KROG WKH 67$7( DQG WKH$*(1&< DQG WKHLU RI¿FHUV DQG HPSOR\HHV KDUPOHVV IURP DOO FODLPV GHPDQGV RU VXLWV DW ODZ RU HTXLW\ DULVLQJ LQ ZKROH RU LQ SDUW IURP WKH DOOHJHG SDWHQW RU FRS\ULJKW LQIULQJHPHQW RU RWKHU DOOHJHGO\ LPSURSHU DSSURSULDWLRQ RU XVH RI WUDGH VHFUHWV SDWHQWV SURSULHWDU\ LQIRUPDWLRQ NQRZKRZ FRS\ULJKW ULJKWV RU LQYHQWLRQV E\ WKH &2168/7$17 RU WKH &2168/7$17¶V DJHQWV HPSOR\HHV VXEFRQVXOWDQWV VXEFRQWUDFWRUV RU YHQGRUV RI DQ\ WLHU RU DQ\ RWKHU SHUVRQV IRU ZKRP WKH &2168/7$17 PD\ EH OHJDOO\ OLDEOH LQ SHUIRUPDQFH RI WKH :RUN XQGHU WKLV$*5((0(17 RU DULVLQJ RXW RI DQ\ XVH LQ FRQQHFWLRQ ZLWK WKH$*5((0(17 RI PHWKRGV SURFHVVHV GHVLJQV LQIRUPDWLRQ RU RWKHU LWHPV IXUQLVKHG RU FRPPXQLFDWHG WR 67$7( DQGRU WKH$*(1&< WKHLU DJHQWV RI¿FHUV DQG HPSOR\HHV SXUVXDQW WR WKH$*5((0(17 SURYLGHG WKDW WKLV LQGHPQLW\ VKDOO QRW DSSO\ WR DQ\ DOOHJHG SDWHQW RU FRS\ULJKW LQIULQJHPHQW RU RWKHU DOOHJHGO\ LPSURSHU DSSURSULDWLRQ RU XVH RI WUDGH VHFUHWV SDWHQWV SURSULHWDU\ LQIRUPDWLRQ NQRZKRZ FRS\ULJKW ULJKWV RU LQYHQWLRQV UHVXOWLQJ IURP 67$7( DQGRU WKH$*(1&<¶V WKHLU DJHQWV¶ RI¿FHUV¶DQG HPSOR\HHV¶IDLOXUH WR FRPSO\ ZLWK VSHFL¿F ZULWWHQ LQVWUXFWLRQV UHJDUGLQJ XVH SURYLGHG WR 67$7( DQGRU WKH$*(1&< WKHLU DJHQWV RI¿FHUV DQG HPSOR\HHV E\ WKH &2168/7$17 WKHLU DJHQWV HPSOR\HHV VXEFRQVXOWDQWV VXEFRQWUDFWRUV RU YHQGRUV RI DQ\ WLHU RU DQ\ RWKHU SHUVRQV IRU ZKRP WKH &2168/7$17 PD\ EH OHJDOO\ OLDEOH 7KH &2168/7$17¶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¿FDOO\ DVVXPHV SRWHQWLDO OLDELOLW\ IRU DFWLRQV EURXJKW E\ WKH &2168/7$17¶V RZQ HPSOR\HHV RU LWV DJHQWV DJDLQVW WKH 67$7( DQGRU WKH$*(1&< DQG VROHO\ IRU WKH SXUSRVH RI WKLV LQGHPQL¿FDWLRQ DQG GHIHQVH WKH &2168/7$17 VSHFL¿FDOO\ ZDLYHV DQ\ LPPXQLW\ XQGHU WKH VWDWH LQGXVWULDO LQVXUDQFH ODZ 7LWOH 5&: 7KLV ZDLYHU KDV EHHQ PXWXDOO\ QHJRWLDWHG E\ WKH 3DUWLHV Agreement Number: Page 9 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 8QOHVV RWKHUZLVH VSHFL¿HG LQ WKLV$*5((0(17 WKH$*(1&< VKDOO EH UHVSRQVLEOH IRU DGPLQLVWUDWLRQ RI FRQVWUXFWLRQ FRQWUDFWV LI DQ\ RQ WKH SURMHFW 6XEMHFW WR WKH SURFHVVLQJ RI D QHZ VROH VRXUFH RU DQ DFFHSWDEOH VXSSOHPHQWDO$*5((0(17 WKH &2168/7$17 VKDOO SURYLGH 2Q&DOO DVVLVWDQFH WR WKH$*(1&< GXULQJ FRQWUDFW DGPLQLVWUDWLRQ %\ SURYLGLQJ VXFK DVVLVWDQFH WKH &2168/7$17 VKDOO DVVXPH QR UHVSRQVLELOLW\ IRU SURSHU FRQVWUXFWLRQ WHFKQLTXHV MRE VLWH VDIHW\ RU DQ\ FRQVWUXFWLRQ FRQWUDFWRU¶V IDLOXUH WR SHUIRUP LWV ZRUN LQ DFFRUGDQFH ZLWK WKH FRQWUDFW GRFXPHQWV 7KH &2168/7$17 VKDOO REWDLQ DQG NHHS LQ IRUFH GXULQJ WKH WHUPV RI WKLV$*5((0(17 RU DV RWKHUZLVH UHTXLUHG WKH IROORZLQJ LQVXUDQFH ZLWK FRPSDQLHV RU WKURXJK VRXUFHV DSSURYHG E\ WKH 6WDWH ,QVXUDQFH &RPPLVVLRQHU SXUVXDQW WR 7LWOH 5&: ,QVXUDQFH &RYHUDJH $ :RUNHU¶V FRPSHQVDWLRQ DQG HPSOR\HU¶V OLDELOLW\ LQVXUDQFH DV UHTXLUHG E\ WKH 67$7( % &RPPHUFLDO JHQHUDO OLDELOLW\ LQVXUDQFH ZULWWHQ XQGHU ,62 )RUP &* RU LWV HTXLYDOHQW ZLWK PLQLPXP OLPLWV RI RQH PLOOLRQ GROODUV SHU RFFXUUHQFH DQG WZR PLOOLRQ GROODUV LQ WKH DJJUHJDWH IRU HDFK SROLF\ SHULRG & %XVLQHVV DXWR OLDELOLW\ LQVXUDQFH ZULWWHQ XQGHU ,62 )RUP &* RU HTXLYDOHQW SURYLGLQJ FRYHUDJH IRU DQ\ ³$XWR´ 6\PERO XVHG LQ DQ DPRXQW QRW OHVV WKDQ D RQH PLOOLRQ GROODU FRPELQHG VLQJOH OLPLW IRU HDFK RFFXUUHQFH ([FHSWLQJ WKH :RUNHU¶V &RPSHQVDWLRQ ,QVXUDQFH DQG DQ\ 3URIHVVLRQDO /LDELOLW\ ,QVXUDQFH WKH 67$7( DQG $*(1&< WKHLU RI¿FHUV HPSOR\HHV DQG DJHQWV ZLOO EH QDPHG RQ DOO SROLFLHV RI &2168/7$17 DQG DQ\ VXE FRQVXOWDQW DQGRU VXEFRQWUDFWRU DV DQ DGGLWLRQDO LQVXUHG WKH ³$,V´ ZLWK QR UHVWULFWLRQV RU OLPLWDWLRQV FRQFHUQLQJ SURGXFWV DQG FRPSOHWHG RSHUDWLRQV FRYHUDJH 7KLV FRYHUDJH VKDOO EH SULPDU\ FRYHUDJH DQG QRQFRQWULEXWRU\ DQG DQ\ FRYHUDJH PDLQWDLQHG E\ WKH$,V VKDOO EH H[FHVV RYHU DQG VKDOO QRW FRQWULEXWH ZLWK WKH DGGLWLRQDO LQVXUHG FRYHUDJH UHTXLUHG KHUHXQGHU 7KH &2168/7$17¶V DQG WKH VXEFRQVXOWDQW¶V DQGRU VXEFRQWUDFWRU¶V LQVXUHU VKDOO ZDLYH DQ\ DQG DOO ULJKWV RI VXEURJDWLRQ DJDLQVW WKH$,V 7KH &2168/7$17 VKDOO IXUQLVK WKH$*(1&< ZLWK YHUL¿FDWLRQ RI LQVXUDQFH DQG HQGRUVHPHQWV UHTXLUHG E\ WKLV$*5((0(17 7KH$*(1&< UHVHUYHV WKH ULJKW WR UHTXLUH FRPSOHWH FHUWL¿HG FRSLHV RI DOO UHTXLUHG LQVXUDQFH SROLFLHV DW DQ\ WLPH $OO LQVXUDQFH VKDOO EH REWDLQHG IURP DQ LQVXUDQFH FRPSDQ\ DXWKRUL]HG WR GR EXVLQHVV LQ WKH 6WDWH RI :DVKLQJWRQ 7KH &2168/7$17 VKDOO VXEPLW D YHUL¿FDWLRQ RI LQVXUDQFH DV RXWOLQHG DERYH ZLWKLQ IRXUWHHQ GD\V RI WKH H[HFXWLRQ RI WKLV$*5((0(17 WR Name: $JHQF\ Address: &LW\ State: Zip: (PDLO Phone: )DFVLPLOH 1R FDQFHOODWLRQ RI WKH IRUHJRLQJ SROLFLHV VKDOO EH HIIHFWLYH ZLWKRXW WKLUW\ GD\V SULRU QRWLFH WR WKH$*(1&< 7KH &2168/7$17¶V SURIHVVLRQDO OLDELOLW\ WR WKH$*(1&< LQFOXGLQJ WKDW ZKLFK PD\ DULVH LQ UHIHUHQFH WR VHFWLRQ ,; ³7HUPLQDWLRQ RI$JUHHPHQW´ RI WKLV$*5((0(17 VKDOO EH OLPLWHG WR WKH DFFXPXODWLYH DPRXQW RI WKH DXWKRUL]HG$*5((0(17 DPRXQW RU RQH PLOOLRQ GROODUV ZKLFKHYHU LV JUHDWHU XQOHVV WKH OLPLW RI OLDELOLW\ LV LQFUHDVHG E\ WKH$*(1&< SXUVXDQW WR ([KLELW + ,Q QR FDVH VKDOO WKH &2168/7$17¶V SURIHVVLRQDO OLDELOLW\ WR WKLUG SDUWLHV EH OLPLWHG LQ DQ\ ZD\ Agreement Number: Page 10 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised Christopher Dimmitt, P.E. Pubic Works & Utilities Engineering Div 345 Sixth Street, Suite 500 Bremerton WA 98337 christopher.dimmitt@ci.bremerton.wa.us 360-473-2307 N/A 7KH SDUWLHV HQWHU LQWR WKLV$*5((0(17 IRU WKH VROH EHQH¿W RI WKH SDUWLHV DQG WR WKH H[FOXVLRQ RI DQ\ WKLUG SDUW\ DQG QR WKLUG SDUW\ EHQH¿FLDU\ LV LQWHQGHG RU FUHDWHG E\ WKH H[HFXWLRQ RI WKLV$*5((0(17 7KH$*(1&< ZLOO SD\ QR SURJUHVV SD\PHQWV XQGHU VHFWLRQ 9 ³3D\PHQW 3URYLVLRQV´ XQWLO WKH &2168/7$17 KDV IXOO\ FRPSOLHG ZLWK WKLV VHFWLRQ 7KLV UHPHG\ LV QRW H[FOXVLYH DQG WKH$*(1&< PD\ WDNH VXFK RWKHU DFWLRQ DV LV DYDLODEOH WR LW XQGHU RWKHU SURYLVLRQV RI WKLV$*5((0(17 RU RWKHUZLVH LQ ODZ XIII. Extra Work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³UHTXHVW IRU HTXLWDEOH DGMXVWPHQW´ KHUHDIWHU UHIHUUHG WR DV ³&/$,0´ XQGHU WKLV FODXVH ZLWKLQ WKLUW\ GD\V IURP WKH GDWH RI UHFHLSW RI WKH ZULWWHQ RUGHU +RZHYHU LI WKH$*(1&< GHFLGHV WKDW WKH IDFWV MXVWLI\ LW WKH$*(1&< PD\ UHFHLYH DQG DFW XSRQ D &/$,0 VXEPLWWHG EHIRUH ¿QDO SD\PHQW RI WKLV$*5((0(17 ' )DLOXUH WR DJUHH WR DQ\ DGMXVWPHQW VKDOO EH D GLVSXWH XQGHU WKH VHFWLRQ ;, ³'LVSXWHV´ FODXVH +RZHYHU QRWKLQJ LQ WKLV FODXVH VKDOO H[FXVH WKH &2168/7$17 IURP SURFHHGLQJ ZLWK WKH$*5((0(17 DV FKDQJHG ( 1RWZLWKVWDQGLQJ WKH WHUPV DQG FRQGLWLRQV RI SDUDJUDSKV $ DQG % DERYH WKH PD[LPXP DPRXQW SD\DEOH IRU WKLV$*5((0(17 VKDOO QRW EH LQFUHDVHG RU FRQVLGHUHG WR EH LQFUHDVHG H[FHSW E\ VSHFL¿F ZULWWHQ VXSSOHPHQW WR WKLV$*5((0(17 XIV. Endorsement of Plans ,I DSSOLFDEOH WKH &2168/7$17 VKDOO SODFH WKHLU HQGRUVHPHQW RQ DOO SODQV HVWLPDWHV RU DQ\ RWKHU HQJLQHHULQJ GDWD IXUQLVKHG E\ WKHP XV. Federal Review 7KH )HGHUDO +LJKZD\$GPLQLVWUDWLRQ VKDOO KDYH WKH ULJKW WR SDUWLFLSDWH LQ WKH UHYLHZ RU H[DPLQDWLRQ RI WKH 6(59,&(6 LQ SURJUHVV ;9, &HUWL¿FDWLRQ RI WKH &RQVXOWDQW DQG WKH $*(1&< $WWDFKHG KHUHWR DV ([KLELW ³*D DQG E´ DUH WKH &HUWL¿FDWLRQV RI WKH &2168/7$17 DQG WKH$*(1&< ([KLELW ³*´ &HUWL¿FDWLRQ 5HJDUGLQJ 'HEDUPHQW 6XVSHQVLRQ DQG 2WKHU 5HVSRQVLELOLW\ 0DWWHUV 3ULPDU\ &RYHUHG 7UDQVDFWLRQV ([KLELW ³*´ &HUWL¿FDWLRQ 5HJDUGLQJ WKH 5HVWULFWLRQV RI WKH 8VH RI )HGHUDO )XQGV IRU /REE\LQJ DQG ([KLELW ³*´ &HUWL¿FDWH RI &XUUHQW &RVW RU 3ULFLQJ 'DWD ([KLELW ³*´ LV UHTXLUHG RQO\ LQ$*5((0(17¶V RYHU RQH KXQGUHG WKRXVDQG GROODUV DQG ([KLELW ³*´ LV UHTXLUHG RQO\ LQ$*5((0(17¶V RYHU ¿YH KXQGUHG WKRXVDQG GROODUV 7KHVH ([KLELWV PXVW EH H[HFXWHG E\ WKH &2168/7$17 DQG VXEPLWWHG ZLWK WKH PDVWHU$*5((0(17 DQG UHWXUQHG WR WKH$*(1&< DW WKH DGGUHVV OLVWHG LQ VHFWLRQ ,,, ³*HQHUDO 5HTXLUHPHQWV´ SULRU WR LWV SHUIRUPDQFH RI DQ\ 6(59,&(6 XQGHU WKLV$*5((0(17 Agreement Number: Page 11 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised XVII. Complete Agreement 7KLV GRFXPHQW DQG UHIHUHQFHG DWWDFKPHQWV FRQWDLQ DOO FRYHQDQWV VWLSXODWLRQV DQG SURYLVLRQV DJUHHG XSRQ E\ WKH SDUWLHV 1R DJHQW RU UHSUHVHQWDWLYH RI HLWKHU SDUW\ KDV DXWKRULW\ WR PDNH DQG WKH SDUWLHV VKDOO QRW EH ERXQG E\ RU EH OLDEOH IRU DQ\ VWDWHPHQW UHSUHVHQWDWLRQ SURPLVH RU DJUHHPHQW QRW VHW IRUWK KHUHLQ 1R FKDQJHV DPHQGPHQWV RU PRGL¿FDWLRQV RI WKH WHUPV KHUHRI VKDOO EH YDOLG XQOHVV UHGXFHG WR ZULWLQJ DQG VLJQHG E\ WKH SDUWLHV DV D VXSSOHPHQW WR WKLV$*5((0(17 XVIII. Execution and Acceptance 7KLV$*5((0(17 PD\ EH VLPXOWDQHRXVO\ H[HFXWHG LQ VHYHUDO FRXQWHUSDUWV HDFK RI ZKLFK VKDOO EH GHHPHG WR EH DQ RULJLQDO KDYLQJ LGHQWLFDO OHJDO HIIHFW 7KH &2168/7$17 GRHV KHUHE\ UDWLI\ DQG DGRSW DOO VWDWHPHQWV UHSUHVHQWDWLRQV ZDUUDQWLHV FRYHQDQWV DQG$*5((0(17¶V FRQWDLQHG LQ WKH SURSRVDO DQG WKH VXSSRUWLQJ PDWHULDO VXEPLWWHG E\ WKH &2168/7$17 DQG GRHV KHUHE\ DFFHSW WKLV$*5((0(17 DQG DJUHHV WR DOO RI WKH WHUPV DQG FRQGLWLRQV WKHUHRI ;,; 3URWHFWLRQ RI &RQ¿GHQWLDO ,QIRUPDWLRQ 7KH &2168/7$17 DFNQRZOHGJHV WKDW VRPH RI WKH PDWHULDO DQG LQIRUPDWLRQ WKDW PD\ FRPH LQWR LWV SRVVHVVLRQ RU NQRZOHGJH LQ FRQQHFWLRQ ZLWK WKLV$*5((0(17 RU LWV SHUIRUPDQFH PD\ FRQVLVW RI LQIRUPDWLRQ WKDW LV H[HPSW IURP GLVFORVXUH WR WKH SXEOLF RU RWKHU XQDXWKRUL]HG SHUVRQV XQGHU HLWKHU FKDSWHU 5&: RU RWKHU ORFDO VWDWH RU IHGHUDO VWDWXWHV ³6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ´ 7KH ³6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ´ LQFOXGHV EXW LV QRW OLPLWHG WR QDPHV DGGUHVVHV 6RFLDO 6HFXULW\ QXPEHUV HPDLO DGGUHVVHV WHOHSKRQH QXPEHUV ¿QDQFLDO SUR¿OHV FUHGLW FDUG LQIRUPDWLRQ GULYHU¶V OLFHQVH QXPEHUV PHGLFDO GDWD ODZ HQIRUFHPHQW UHFRUGV RU DQ\ RWKHU LQIRUPDWLRQ LGHQWL¿DEOH WR DQ LQGLYLGXDO 67$7( DQG$*(1&< VRXUFH FRGH RU REMHFW FRGH 67$7( DQG$*(1&< VHFXULW\ GDWD QRQSXEOLF 6SHFL¿FDWLRQV 67$7( DQG$*(1&< QRQSXEOLFO\ DYDLODEOH GDWD SURSULHWDU\ VRIWZDUH 67$7( DQG$*(1&< VHFXULW\ GDWD RU LQIRUPDWLRQ ZKLFK PD\ MHRSDUGL]H DQ\ SDUW RI WKH SURMHFW WKDW UHODWHV WR DQ\ RI WKHVH W\SHV RI LQIRUPDWLRQ 7KH &2168/7$17 DJUHHV WR KROG WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ LQ VWULFWHVW FRQ¿GHQFH DQG QRW WR PDNH XVH RI WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ IRU DQ\ SXUSRVH RWKHU WKDQ WKH SHUIRUPDQFH RI WKLV$*5((0(17 WR UHOHDVH LW RQO\ WR DXWKRUL]HG HPSOR\HHV VXEFRQVXOWDQWV RU VXEFRQWUDFWRUV UHTXLULQJ VXFK LQIRUPDWLRQ IRU WKH SXUSRVHV RI FDUU\LQJ RXW WKLV$*5((0(17 DQG QRW WR UHOHDVH GLYXOJH SXEOLVK WUDQVIHU VHOO GLVFORVH RU RWKHUZLVH PDNH LW NQRZQ WR DQ\ RWKHU SDUW\ ZLWKRXW WKH$*(1&<¶V H[SUHVV ZULWWHQ FRQVHQW RU DV SURYLGHG E\ ODZ 7KH &2168/7$17 DJUHHV WR UHOHDVH VXFK LQIRUPDWLRQ RU PDWHULDO RQO\ WR HPSOR\HHV VXEFRQVXOWDQWV RU VXEFRQWUDFWRUV ZKR KDYH VLJQHG D QRQGLVFORVXUH$*5((0(17 WKH WHUPV RI ZKLFK KDYH EHHQ SUHYLRXVO\ DSSURYHG E\ WKH$*(1&< 7KH &2168/7$17 DJUHHV WR LPSOHPHQW SK\VLFDO HOHFWURQLF DQG PDQDJHULDO VDIHJXDUGV WR SUHYHQW XQDXWKRUL]HG DFFHVV WR WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ ,PPHGLDWHO\ XSRQ H[SLUDWLRQ RU WHUPLQDWLRQ RI WKLV$*5((0(17 WKH &2168/7$17 VKDOO DW WKH$*(1&<¶V RSWLRQ L FHUWLI\ WR WKH$*(1&< WKDW WKH &2168/7$17 KDV GHVWUR\HG DOO RI WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ RU LL UHWXUQHG DOO RI WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ WR WKH$*(1&< RU LLL WDNH ZKDWHYHU RWKHU VWHSV WKH$*(1&< UHTXLUHV RI WKH &2168/7$17 WR SURWHFW WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ $V UHTXLUHG XQGHU ([HFXWLYH 2UGHU WKH &2168/7$17 VKDOO PDLQWDLQ D ORJ GRFXPHQWLQJ WKH IROORZLQJ WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ UHFHLYHG LQ WKH SHUIRUPDQFH RI WKLV$*5((0(17 WKH SXUSRVHV IRU ZKLFK WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ ZDV UHFHLYHG ZKR UHFHLYHG PDLQWDLQHG DQG XVHG WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ DQG WKH ¿QDO GLVSRVLWLRQ RI WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ 7KH &2168/7$17¶V UHFRUGV VKDOO EH VXEMHFW WR LQVSHFWLRQ UHYLHZ RU DXGLW XSRQ UHDVRQDEOH QRWLFH IURP WKH$*(1&< 7KH$*(1&< UHVHUYHV WKH ULJKW WR PRQLWRU DXGLW RU LQYHVWLJDWH WKH XVH RI WKH 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ FROOHFWHG XVHG RU DFTXLUHG E\ WKH &2168/7$17 WKURXJK WKLV$*5((0(17 7KH PRQLWRULQJ DXGLWLQJ RU LQYHVWLJDWLQJ PD\ LQFOXGH EXW LV QRW OLPLWHG WR VDOWLQJ GDWDEDVHV Agreement Number: Page 12 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 9LRODWLRQ RI WKLV VHFWLRQ E\ WKH &2168/7$17 RU LWV VXEFRQVXOWDQWV RU VXEFRQWUDFWRUV PD\ UHVXOW LQ WHUPLQDWLRQ RI WKLV$*5((0(17 DQG GHPDQG IRU UHWXUQ RI DOO 6WDWH¶V &RQ¿GHQWLDO ,QIRUPDWLRQ PRQHWDU\ GDPDJHV RU SHQDOWLHV ,W LV XQGHUVWRRG DQG DFNQRZOHGJHG WKDW WKH &2168/7$17 PD\ SURYLGH WKH$*(1&< ZLWK LQIRUPDWLRQ ZKLFK LV SURSULHWDU\ DQGRU FRQ¿GHQWLDO GXULQJ WKH WHUP RI WKLV$*5((0(17 7KH SDUWLHV DJUHH WR PDLQWDLQ WKH FRQ¿GHQWLDOLW\ RI VXFK LQIRUPDWLRQ GXULQJ WKH WHUP RI WKLV$*5((0(17 DQG DIWHUZDUGV $OO PDWHULDOV FRQWDLQLQJ VXFK SURSULHWDU\ DQGRU FRQ¿GHQWLDO LQIRUPDWLRQ VKDOO EH FOHDUO\ LGHQWL¿HG DQG PDUNHG DV ³&RQ¿GHQWLDO´ DQG VKDOO EH UHWXUQHG WR WKH GLVFORVLQJ SDUW\ DW WKH FRQFOXVLRQ RI WKH 6(59,&(6 XQGHU WKLV$*5((0(17 7KH &2168/7$17 VKDOO SURYLGH WKH$*(1&< ZLWK D OLVW RI DOO LQIRUPDWLRQ DQG PDWHULDOV LW FRQVLGHUV FRQ¿GHQWLDO DQGRU SURSULHWDU\ LQ QDWXUH D DW WKH FRPPHQFHPHQW RI WKH WHUP RI WKLV$*5((0(17 RU E DV VRRQ DV VXFK FRQ¿GHQWLDO RU SURSULHWDU\ PDWHULDO LV GHYHORSHG ³3URSULHWDU\ DQGRU FRQ¿GHQWLDO LQIRUPDWLRQ´ LV QRW PHDQW WR LQFOXGH DQ\ LQIRUPDWLRQ ZKLFK DW WKH WLPH RI LWV GLVFORVXUH L LV DOUHDG\ NQRZQ WR WKH RWKHU SDUW\ LL LV ULJKWIXOO\ GLVFORVHG WR RQH RI WKH SDUWLHV E\ D WKLUG SDUW\ WKDW LV QRW DFWLQJ DV DQ DJHQW RU UHSUHVHQWDWLYH IRU WKH RWKHU SDUW\ LLL LV LQGHSHQGHQWO\ GHYHORSHG E\ RU IRU WKH RWKHU SDUW\ LY LV SXEOLFO\ NQRZQ RU Y LV JHQHUDOO\ XWLOL]HG E\ XQDI¿OLDWHG WKLUG SDUWLHV HQJDJHG LQ WKH VDPH EXVLQHVV RU EXVLQHVVHV DV WKH &2168/7$17 7KH SDUWLHV DOVR DFNQRZOHGJH WKDW WKH$*(1&< LV VXEMHFW WR :DVKLQJWRQ 6WDWH DQG IHGHUDO SXEOLF GLVFORVXUH ODZV $V VXFK WKH$*(1&< VKDOO PDLQWDLQ WKH FRQ¿GHQWLDOLW\ RI DOO VXFK LQIRUPDWLRQ PDUNHG SURSULHWDU\ DQG RU FRQ¿GHQWLDO RU RWKHUZLVH H[HPSW XQOHVV VXFK GLVFORVXUH LV UHTXLUHG XQGHU DSSOLFDEOH VWDWH RU IHGHUDO ODZ ,I D SXEOLF GLVFORVXUH UHTXHVW LV PDGH WR YLHZ PDWHULDOV LGHQWL¿HG DV ³3URSULHWDU\ DQGRU FRQ¿GHQWLDO LQIRUPDWLRQ´ RU RWKHUZLVH H[HPSW LQIRUPDWLRQ WKH$*(1&< ZLOO QRWLI\ WKH &2168/7$17 RI WKH UHTXHVW DQG RI WKH GDWH WKDW VXFK UHFRUGV ZLOO EH UHOHDVHG WR WKH UHTXHVWHU XQOHVV WKH &2168/7$17 REWDLQV D FRXUW RUGHU IURP D FRXUW RI FRPSHWHQW MXULVGLFWLRQ HQMRLQLQJ WKDW GLVFORVXUH ,I WKH &2168/7$17 IDLOV WR REWDLQ WKH FRXUW RUGHU HQMRLQLQJ GLVFORVXUH WKH $*(1&< ZLOO UHOHDVH WKH UHTXHVWHG LQIRUPDWLRQ RQ WKH GDWH VSHFL¿HG 7KH &2168/7$17 DJUHHV WR QRWLI\ WKH VXEFRQVXOWDQW RI DQ\$*(1&< FRPPXQLFDWLRQ UHJDUGLQJ GLVFORVXUH WKDW PD\ LQFOXGH D VXEFRQVXOWDQW¶V SURSULHWDU\ DQGRU FRQ¿GHQWLDO LQIRUPDWLRQ 7KH &2168/7$17 QRWL¿FDWLRQ WR WKH VXEFRQVXOWDQW ZLOO LQFOXGH WKH GDWH WKDW VXFK UHFRUGV ZLOO EH UHOHDVHG E\ WKH$*(1&< WR WKH UHTXHVWHU DQG VWDWH WKDW XQOHVV WKH VXEFRQVXOWDQW REWDLQV D FRXUW RUGHU IURP D FRXUW RI FRPSHWHQW MXULVGLFWLRQ HQMRLQLQJ WKDW GLVFORVXUH WKH$*(1&< ZLOO UHOHDVH WKH UHTXHVWHG LQIRUPDWLRQ ,I WKH &2168/7$17 DQGRU VXEFRQVXOWDQW IDLO WR REWDLQ D FRXUW RUGHU RU RWKHU MXGLFLDO UHOLHI HQMRLQLQJ WKH$*(1&< E\ WKH UHOHDVH GDWH WKH &2168/7$17 VKDOO ZDLYH DQG UHOHDVH DQG VKDOO KROG KDUPOHVV DQG LQGHPQLI\ WKH$*(1&< IURP DOO FODLPV RI DFWXDO RU DOOHJHG GDPDJHV OLDELOLWLHV RU FRVWV DVVRFLDWHG ZLWK WKH$*(1&<¶V VDLG GLVFORVXUH RI VXEFRQVXOWDQWV¶LQIRUPDWLRQ XX. Records Maintenance 'XULQJ WKH SURJUHVV RI WKH :RUN DQG 6(59,&(6 SURYLGHG KHUHXQGHU DQG IRU D SHULRG RI QRW OHVV WKDQ VL[ \HDUV IURP WKH GDWH RI ¿QDO SD\PHQW WR WKH &2168/7$17 WKH &2168/7$17 VKDOO NHHS UHWDLQ DQG PDLQWDLQ DOO ³GRFXPHQWV´ SHUWDLQLQJ WR WKH 6(59,&(6 SURYLGHG SXUVXDQW WR WKLV$*5((0(17 &RSLHV RI DOO ³GRFXPHQWV´ SHUWDLQLQJ WR WKH 6(59,&(6 SURYLGHG KHUHXQGHU VKDOO EH PDGH DYDLODEOH IRU UHYLHZ DW WKH &2168/7$17¶V SODFH RI EXVLQHVV GXULQJ QRUPDO ZRUNLQJ KRXUV ,I DQ\ OLWLJDWLRQ FODLP RU DXGLW LV FRPPHQFHG WKH &2168/7$17 VKDOO FRRSHUDWH ZLWK$*(1&< DQG DVVLVW LQ WKH SURGXFWLRQ RI DOO VXFK GRFXPHQWV ³'RFXPHQWV´ VKDOO EH UHWDLQHG XQWLO DOO OLWLJDWLRQ FODLPV RU DXGLW ¿QGLQJV KDYH EHHQ UHVROYHG HYHQ WKRXJK VXFK OLWLJDWLRQ FODLP RU DXGLW FRQWLQXHV SDVW WKH VL[ \HDU UHWHQWLRQ SHULRG )RU SXUSRVHV RI WKLV$*5((0(17 ³GRFXPHQWV´ PHDQV HYHU\ ZULWLQJ RU UHFRUG RI HYHU\ W\SH DQG GHVFULSWLRQ LQFOXGLQJ HOHFWURQLFDOO\ VWRUHG LQIRUPDWLRQ ³(6,´ WKDW LV LQ WKH SRVVHVVLRQ FRQWURO RU FXVWRG\ RI WKH &2168/7$17 LQFOXGLQJ ZLWKRXW OLPLWDWLRQ DQ\ DQG DOO FRUUHVSRQGHQFHV FRQWUDFWV$*5((0(17 µV DSSUDLVDOV SODQV GHVLJQV GDWD VXUYH\V PDSV VSUHDGVKHHWV PHPRUDQGD VWHQRJUDSKLF RU KDQGZULWWHQ QRWHV UHSRUWV UHFRUGV WHOHJUDPV VFKHGXOHV GLDULHV QRWHERRNV ORJERRNV LQYRLFHV DFFRXQWLQJ UHFRUGV ZRUN VKHHWV FKDUWV QRWHV GUDIWV VFULEEOLQJV UHFRUGLQJV YLVXDO GLVSOD\V SKRWRJUDSKV PLQXWHV RI PHHWLQJV Agreement Number: Page 13 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised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³(6,´ PHDQV DQ\ DQG DOO FRPSXWHU GDWD RU HOHFWURQLF UHFRUGHG PHGLD RI DQ\ NLQG LQFOXGLQJ ³1DWLYH )LOHV´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ÀRSS\ GLVNV ZRUN FRPSXWHUV FHOO SKRQHV ODSWRSV RU DQ\ RWKHU HOHFWURQLF GHYLFH WKDW &2168/7$17 XVHV LQ WKH SHUIRUPDQFH RI LWV :RUN RU 6(59,&(6 KHUHXQGHU LQFOXGLQJ DQ\ SHUVRQDO GHYLFHV XVHG E\ WKH &2168/7$17 RU DQ\ VXEFRQVXOWDQW DW KRPH ³1DWLYH ¿OHV´ DUH D VXEVHW RI (6, DQG UHIHU WR WKH HOHFWURQLF IRUPDW RI WKH DSSOLFDWLRQ LQ ZKLFK VXFK (6, LV QRUPDOO\ FUHDWHG YLHZHG DQG RU PRGL¿HG 7KH &2168/7$17 VKDOO LQFOXGH WKLV VHFWLRQ ;; ³5HFRUGV 0DLQWHQDQFH´ LQ HYHU\ VXEFRQWUDFW LW HQWHUV LQWR LQ UHODWLRQ WR WKLV$*5((0(17 DQG ELQG WKH VXEFRQVXOWDQW WR LWV WHUPV XQOHVV H[SUHVVO\ DJUHHG WR RWKHUZLVH LQ ZULWLQJ E\ WKH$*(1&< SULRU WR WKH H[HFXWLRQ RI VXFK VXEFRQWUDFW ,Q ZLWQHVV ZKHUHRI WKH SDUWLHV KHUHWR KDYH H[HFXWHG WKLV$*5((0(17 DV RI WKH GD\ DQG \HDU VKRZQ LQ WKH ³([HFXWLRQ 'DWH´ ER[ RQ SDJH RQH RI WKLV$*5((0(17 Signature Date Signature Date $Q\PRGL¿FDWLRQFKDQJHRUUHIRUPDWLRQRIWKLV$*5((0(17VKDOOUHTXLUHDSSURYDODVWRIRUPE\WKH2I¿FH RI WKH$WWRUQH\*HQHUDO Agreement Number: Page 14 of 14 Local Agency Professional Services Cost Plus Fixed Fee Consultant Agreement Revised Exhibit A Scope of Work 3URMHFW 1R Agreement Number: Exhibit A /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 1 of 1 See attached Scope of Work. Exhibits A-1 through A-3 STPUL-6566(014) / 315043 City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 1 February 24, 2022 Scope of Services City Project No. 315043 EXHIBIT A-1 SCOPE OF WORK City of Bremerton Project No. 315043 6th Street Pavement Preservation Phase III – Naval Avenue to Warren Avenue PROJECT OVERVIEW The City of Bremerton (CITY) received a grant from the Federal Highway Administration’s (FHWA) Surface Transportation Program (STP) to finance the design, environmental documentation, and construction phases of the 6th Street Pavement Preservation Phase III – Naval Avenue to Warren Avenue project (Project). CITY local funds will be used for the Project’s right-of-way (ROW) acquisition phase, stormwater improvements, and water utility upgrades. The Project consists of a mill and fill overlay of approximately 3,300 feet of 6th Street between Naval Avenue and Warren Avenue, including a new traffic signal and curb ramps at the intersection of 6th Street and Veneta Avenue. The Project will design channelization, signing, sidewalk replacements, and curb ramp upgrades associated with the roadway overlay. The Project will also design upgrades to the CITY’s water main, coordinate with third parties to relocate conflicting franchise utilities, and acquire ROW and/or easements required to construct the project. The CITY is in the process of evaluating rechannelization of 6th Street to a three-lane section with bike lanes (road diet). Design of this project will be forward-compatible with this potential future road diet. The project is federally funded and has a Design Disadvantaged Business Enterprise goal of 16 percent. The scope of the Project improvements includes: •Mill and fill overlay of 6th Street and associated required curb ramp upgrades and restoration of existing channelization. Pavement joint repairs and curb repairs, and select locations of curb and gutter repair. •Reconstruction of the existing traffic signal at the intersection of 6th Street and Veneta Avenue, including associated curb ramp upgrades and curb bulb-outs on Veneta Avenue. •Upgrades to the CITY’s existing water distribution system, including: o Replacement of existing 8-inch water main from the east side of Warren Avenue through the intersection at Veneta Avenue and replacement of all service lines. o Abandonment of existing 3-inch/4-inch water main along the south side of 6th Street between Veneta Avenue and Naval Avenue and replacement of south side services to connect to the existing 12-inch water main on the north side of 6th Street. •Replacement of portions of the stormwater infrastructure and addition of new inlets and catch basins as needed. Warren Avenue is a Washington State Department of Transportation (WSDOT) State Route (SR 303). Work within the Warren Avenue intersection, specifically the upgrade of the CITY’s water main through the intersection, will require WSDOT Olympic Region input to pavement patching and overlay section through the Warren Avenue intersection. Because of the Project’s FHWA funding, all other design, environmental, City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 2 February 24, 2022 Scope of Services City Project No. 315043 and ROW acquisitions will require WSDOT Local Programs (LOCAL PROGRAMS) oversight and approvals. The CITY will lead coordination with WSDOT, with input and support provided by Parametrix (CONSULTANT). SCOPE OF SERVICES The CITY has selected the CONSULTANT to design, assist in environmental documentation, and obtaining ROW for the Project, and to assist the CITY during bidding and construction. This document describes the scope of services to be provided by the CONSULTANT for the Project under the following Tasks and Work Elements: TASK 1 – DESIGN • Work Element 1 – Project Management • Work Element 2 – Preliminary Design (30%) • Work Element 3 – Utility Coordination • Work Element 4 – Environmental • Work Element 5 – Geotechnical Engineering • Work Element 6 – ROW Plans and Legal Descriptions • Work Element 7 – Plans, Specifications, and Estimates (PS&E) TASK 2 – RIGHT-OF-WAY • Work Element 8 – ROW Acquisition TASK 3 – ASSISTANCE DURING BIDDING AND CONSTRUCTION • Work Element 9 – Assistance During Bidding • Work Element 10 – Assistance During Construction TASK 4 – MANAGEMENT RESERVE • Work Element 11 – Management Reserve Detailed scope-of-service information, including a description of services, assumptions, and deliverables for each work element and first-tier sub-task, is provided below. Optional services beyond those stated in this scope of services may include: • Additional ROW services as noted in 8.1.6. • Other services to support the Project if requested by the CITY. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 3 February 24, 2022 Scope of Services City Project No. 315043 Budget for these optional services is not included in the Agreement at this time, but may be added, if necessary, through the management reserves or by a supplement to the Agreement. General Project Assumptions: • The physical improvements anticipated for the Project: o Mill and fill overlay of 6th Street and associated required curb ramp upgrades and restoration of existing channelization. o Reconstruction of the existing traffic signal at the intersection of 6th Street and Veneta Avenue, including associated curb ramp upgrades and curb bulb-outs on Veneta Avenue. The signal will be designed to be forward-compatible with the CITY’s potential future restriping of 6th Street to a three-lane section with bike lanes. o Replacement of existing 8-inch water main from the east side of Warren Avenue through the intersection at Veneta Avenue and replacement of all service lines. o Abandonment of existing 3-inch/4-inch water main along the south side of 6th Street between Veneta Avenue and Naval Avenue and replacement of south side services to connect to the existing 12-inch water main on the north side of 6th Street. o Stormwater upgrades will include replacement of portions of the stormwater infrastructure and addition of new inlets and catch basins as needed. The project will be exempt from all minimum requirements per the Washington State Department of Ecology’s (Ecology) 2019 Stormwater Management Manual for Western Washington definition of pavement maintenance practices and therefore no best management practice (BMP) design is included within this scope of work. o Relocation of franchise utilities (power and communications) by others. o Potential revisions to sidewalks to maintain minimum pedestrian access route (PAR) around obstructions, including utility poles within the project limits. • The Plans, Specifications, and Estimate (PS&E) will require review and approval from the WSDOT Highways and LOCAL PROGRAMS prior to soliciting bids. The CITY will be responsible for leading coordination with LOCAL PROGRAMS. • The CITY will be responsible for advertisement and distribution of final documents for bidding. • The schedule for this Project includes agency review durations based on past project experience. However, neither the CITY nor the CONSULTANT can control these review durations. • A 30-month total Project schedule is assumed – 20 months for Tasks 1 and 2 and 10 months for Task 3. See Exhibit A-2 for additional Project schedule assumptions. DESIGN STANDARDS AND REFERENCES The following design standards and references are to be followed during the development of the Project: • 2024 WSDOT Standard Specifications and General Special Provisions • CITY’s Engineering Design & Construction Standards City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 4 February 24, 2022 Scope of Services City Project No. 315043 • AASHTO 7th Edition (2018) of “Policy on Geometric Design of Highways and Streets” (Green Book) • 2009 Manual on Uniform Traffic Control Devices with Revisions 1 and 2 (MUTCD) • 2019 Department of Ecology Stormwater Management Manual for Western Washington (SWMMWW) • 2021 Kitsap County Stormwater Design Manual • WSDOT Local Agency Guidelines (LAG) • CITY’s Standard Special Provisions (Specifications) • ANSI/IES RP-8-18, “Recommended Practice for Design and Maintenance of Roadway and Parking Facility Lighting” (RP-8). For Veneta intersection only. Other corridor lighting design will be limited to qualitative recommendations to move/add lights on PSE poles. • WSDOT Standard Plans as required. (WSDOT Standard Plans, if used, need to be cross referenced with CITY standards to determine any discrepancies and provide design if not congruent). The CONSULTANT will conduct services under the Agreement based on the versions of the above-stated design standards that are current at the time of signing the Agreement. If updated versions of the standards become available and/or effective during the term of the Agreement, the CONSULTANT and CITY will discuss potential implications to the Project. This will include the CONSULTANT’s estimate of the cost of additional services, if any, to update project designs and deliverables. The CITY will determine if updated standards shall be used. Additional cost of CONSULTANT services, if any, will be compensated through the management reserve or as a supplement to the Agreement. The CONSULTANT will prepare all drawings using AutoCAD 2018. Spreadsheets will be prepared using Microsoft (MS) Excel (version 2016 compatible) and text documents in MS Word (version 2016 compatible). Unless specifically noted otherwise in Exhibit A-3, all plans will be completed at a 1 inch = 20 feet scale on a sheet size of 22 inches by 34 inches. The CITY will provide the CONSULTANT with the CITY’s AutoCAD template for use for preparing plan sheets. All deliverables will be electronic. TASK 1 – DESIGN Work Element 1 – Project Management The CONSULTANT will manage the Project work elements to control costs, maintain schedule, and provide quality products appropriate to the goals and completion of the Project. Tasks include the following: 1.1 – Project Communication Provide Project communication as detailed below: City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 5 February 24, 2022 Scope of Services City Project No. 315043 1.1.1 – Project Kickoff Meeting The CONSULTANT will participate in a Project kickoff meeting. CONSULTANT will work with the CITY to develop the agenda and facilitate the meeting. The CONSULTANT will prepare and distribute the meeting notes. 1.1.2 – Bi-Weekly Conference Calls The CONSULTANT will coordinate with the CITY’s Project Manager to establish a standing meeting time during the week reserved for bi-weekly conference calls between the CITY’s and CONSULTANT’s Project Managers to coordinate ongoing Project activities. During periods of inactivity or for other mutually agreed upon reasons, the bi-weekly conference calls may be cancelled. The CONSULTANT Project Manager will document the bi-weekly conference calls with an email, including an updated copy of the issues log, if applicable. Assumption(s) • There will be conference calls as needed to address issues and monitor the CONSULTANT’s progress. These will average one (1) hour in duration with an additional one-half (1/2) hour allotted for the CONSULTANT’s Project Manager to prepare before the meeting and complete documentation afterward. • Progress meetings will occur at project milestones such as comment resolution meetings and through other meetings included in the various other Work Elements described below. Costs for progress meetings will be included in the other applicable Work Elements. Except as noted otherwise in other Work Elements below, CONSULTANT will prepare meeting agendas and notes for progress meetings. • The participation of the CONSULTANT’s ROW Manager, support staff, and/or agent (CONSULTANT’s ROW Staff) in project meetings will be provided as described in Work Elements 2.4 and 8.1 during the ROW planning and acquisition tasks, respectively. • The CONSULTANT’s geotechnical engineer’s participation in project meetings will be provided as described in Work Element 5.1. • All CONSULTANT coordination and communication with the CITY will occur directly with the CITY’s Project Manager, unless otherwise approved or directed by the CITY’s Project Manager. • Except as noted otherwise in Work Elements below, project meetings will be typically held virtually. • The CITY will lead all coordination with adjacent property owners. The CONSULTANT’s ROW Manager will provide input to meeting agendas through the CITY’s Project Manager and attend meetings when requested by the CITY’s Project Manager as provided under Task 8.1. • Plans and sketches for meetings with property owners will be prepared through work provided under other elements of the Project. Deliverable(s) • Meeting agendas, notes, issue logs, and action items, as appropriate – One (1) electronic copy per meeting (MS Word and MS Excel formats). City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 6 February 24, 2022 Scope of Services City Project No. 315043 1.2 – Project Administration The CONSULTANT’s Project Manager will monitor project scope, schedule, budget, and communications throughout the project. The CONSULTANT’s Project Manager and Quality Assurance/Quality Control (QA/QC) lead will jointly plan for and monitor QA and QC for the project. Assumption(s) • Progress reports will indicate a bulleted list of work accomplished during the billing period and notes to report status of project schedule and budget. • During periods of limited Project activity, monthly progress reports and invoices. This will be limited to billing periods with less than $2,500 (or more if approved by the CITY’s Project Manager) and will not span the end of the calendar year. • Budget for QC reviews of specific deliverables will be provided in the Work Elements for the associated deliverable. Deliverable(s) • Project Schedule – One (1) at Kickoff and up to eight (8) updates – electronic copies. • Progress Reports (with invoices) – Up to twenty-four (24) electronic copies. Work Element 2 – Preliminary Design (30%) 2.1 – Review and Analyze Existing Data The CONSULTANT shall review CITY-provided available record drawings, geographic information system (GIS), and traffic data. This review will be used to confirm field data and will also help to identify areas that will require additional information or possibly even confirmation of location prior to design and construction. If discrepancies are found, the CONSULTANT shall prepare a memorandum outlining the discrepancies found and request additional information. Assumption(s) • The CITY will provide AutoCAD topographic base maps, survey files, and drawing files from the 6th Street Pavement Preservation Phase I and Phase II projects. • The CITY will provide MS Word files of the Project Manual from the 6th Street Pavement Preservation Phase II project, including but not limited to the Project Special Provisions and other CITY-standard boilerplate contracting documents and forms. • The CITY will provide available electronic record drawings and GIS data for utilities, signal, roadway, and other projects that occurred within the Project limits. Deliverable(s) • A memorandum requesting additional information (if necessary) – One (1) electronic copy. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 7 February 24, 2022 Scope of Services City Project No. 315043 2.2 – Field Survey The CONSULTANT shall provide topographic mapping and prepare an AutoCAD Civil 3D-format base map identifying existing conditions and improvements to support design efforts. 2.2.1 – Topographic Base Mapping The CONSULTANT’s surveyor and support staff (Surveyor) shall conduct topographic field survey and base map drafting as needed to prepare base maps for the area generally defined as follows: • Along the alignment of 6th Street, mapping will be obtained between 100 feet west of the centerline at Naval Avenue and 100 feet east of the centerline at Warren Avenue. Mapping will extend to the ROW line on each side of 6th Street or to walls/rockeries, whichever is nearest. Additional mapping, if required for specifically chosen design alternatives, will be provided up to 5 feet beyond the existing ROW line where visible in terrestrial scans/point clouds, or through supplement to the Agreement if additional field work is required beyond what can be accomplished concurrent with the return trip to pick up potholes. • Along the side streets to 50 feet minimum beyond the curb returns, or further where more detailed mapping is required as noted in the assumptions section below. Additional activities to support the topographic mapping will include: • Project Research o The CONSULTANT will be provided base maps by the CITY, which will include survey control from the previous phases of pavement preservation projects on the corridor. The Surveyor will then use public records and tie controlling monuments to confirm the ROW limits and parcel lines within the above-described corridor as provided by the CITY. Parcels subject to ROW acquisition will be identified, and a list of tax parcel numbers will be forwarded to the CITY to acquire preliminary title commitments (Title Reports). • Survey Control o Survey control will be based on online published WSDOT monuments. Assumption(s) • The CONSULTANT shall coordinate with the CITY to obtain right of entry prior to field survey work. Right of entry is expected to be obtained through informed consent by means of CITY-issued letter notices and/or door hangers distributed by the CITY. The CONSULTANT shall support the CITY in developing content for the letter and/or door hangers. • Preliminary title commitments will be provided by the CONSULTANT through Work Element 2.4 to support this Work Element. • Mapping will generally consist of identifying existing ground features including, but not limited to, channelization, break lines, edge of pavement/gravel, curbs, curb ramps, sidewalks, and ditches. Structures such as walls, landscape limits, irrigation equipment, significant trees, signage, fences, public and private utility structures, utility poles (center and diameter of pole stub noted), overhead wire, and other visible physical improvements will also be mapped. Utility structures such as storm, sewer, and water will be picked up with identification of pipe sizes, materials and City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 8 February 24, 2022 Scope of Services City Project No. 315043 invert elevations noted. Utility pipes and overhead wires will be surveyed to the next pole/structure beyond the limits of survey. In addition, conductible underground utilities will also be mapped, based on paint markings provided by the CITY for city utilities and a utility locate company subcontracted by the CONSULTANT’s Surveyor for franchise utilities. Significant trees are defined to be evergreen trees that are 8 inches or more in diameter measured 4 feet above ground, and deciduous trees that are 12 inches or more measured 4 feet above ground. The Surveyor will map single-trunk trees 6 inches or more in diameter that are visible in terrestrial scans/point clouds, and the CONSULTANT will rag-tape survey additional single-trunk trees 4 inches or more in diameter in areas determined during design to be potentially affected by the project improvements. This mapping will be done in the CONSULTANT’s standards and in a manner sufficient to create 1-foot contours on the base map. • Mapping will indicate CITY ROW and parcel lines as necessary to support the preparation of the ROW Plans included in Work Element 6. Parcel lines will be generally based on assessor’s information. Parcel lines for parcels where ROW and/or easements are determined to be required will be based on preliminary title commitments obtained by CONSULTANT through Work Element 2.4 • More detailed mapping will be provided in the areas of anticipated curb ramp and sidewalk upgrades. These areas are generally defined as beginning a minimum of 20 feet before the beginning point of curvature (PC) of the curb return on one side of the intersection to a minimum of 20 feet beyond the ending point of tangency (PT) of the curb return on the opposite side of the intersection and, in the instance of tee-intersections, the equivalent limits on the opposite side of 6th Street. Extended limits will be provided as noted below. Detailed mapping will be provided at the following intersections on 6th Street: o Roosevelt Avenue o Hewett Avenue (south) o Hewett Avenue (north) o Pennsylvania Avenue o Veneta Avenue – Extended to 75 feet north and south of existing curb returns o Chester Avenue o Broadway Avenue Detailed mapping will additionally include sidewalk and curb joints, corners of lids within sidewalks, center and dimensions of castings, orientation of manhole cones/lids, and the beginning and end of asphalt overlays over cement concrete gutters (curb reveal transitions due to overlays adjacent to curbs). • Horizontal datum will be North American Datum of 1983 (NAD) 83-2011 as provided by Washington State Reference Network (WSRN), also known as Washington State Plane Coordinate System, North Zone. The Surveyor will attempt to visit all monuments along 6th Street that are identified in city monument cards provided by the CITY. Found monuments will be indicated in mapping. The CONSULTANT will notify the CITY of any damaged or missing monuments and coordinate with the CITY to determine if remedial action is required. Efforts to restoration of City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 9 February 24, 2022 Scope of Services City Project No. 315043 existing monuments, if desired by the CITY, will be by management reserve or supplement to the Agreement • Vertical datum will be North American Vertical Datum of 1988 (NAVD 88) as provided by CITY published benchmarks. Vertical values established for site control points will be based upon differential leveling procedures. • Topographic mapping and survey data provided by the CITY as described in Work Element 2.1 will meet the same assumptions as the above bullets. • Up to one crew day will be required for a return visit by the Surveyor to collect the locations of potholes provided under Work Element 3.2. Deliverable(s) • Field-gathered data and encumbrances identified in the title reports will be reviewed, processed, and entered into an AutoCAD Civil 3D drawing. From this information, planimetric features will be drawn and symbols shown to reflect existing improvements, ground conditions, and ROW and property lines. A digital terrain model will be prepared and 1-foot contours generated. The final topographic base map will be provided in both AutoCAD Civil 3D and AutoCAD 2D formats. 2.3 – Conceptual Design 2.3.1 – Baseline Concept Development The CONSULTANT will create a conceptual roadway roll plot to correspond with the topographic survey and ROW information provided under Task 2.2. The roll plot will show proposed curb ramp locations, curb bulb concepts at Veneta Avenue, signal pole locations at Veneta Avenue and locations where existing utility poles impact the minimum PAR. The conceptual roadway roll plot will be sent to the CITY and discussed as part of a conceptual design coordination meeting with the CITY. The meeting decisions will be used as the basis for the 30% submittal. Assumption(s) • One 2-hour meeting with CITY staff before the 30% submittal that the CONSULTANT Project Manager and Project Engineer will attend. Deliverable(s) • Conceptual Roadway Roll Plot – One (1) electronic copy. • Draft meeting notes in MS Word format for the CITY’s Project Manager to finalize and distribute, as appropriate – One (1) electronic copy. 2.3.2 – Water Main Replacement Analysis The purpose of this Work Element is to identify and evaluate concepts for water main replacement. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 10 February 24, 2022 Scope of Services City Project No. 315043 The CONSULTANT will develop an alignment for water main replacement along 6th Street within the ROW for connection to existing main(s) at Warren Avenue and Naval Avenue. Before development of the alignment, the CONSULTANT will meet with the CITY utility team to discuss the following: • Mapping or records for installation and/or repairs of previous main breaks, location of service lines, hydrants, shutoff valves, etc. • General preferences for repair/replacement methods and materials • Typical soil conditions encountered during repairs • Lessons learned on prior phases of the project • Coordination of service laterals to be abandoned • Project phasing and service interruptions Assumption(s) • One 2-hour meeting with CITY staff that the utility engineer designer and Project Manager will attend. • Utility clearances (both vertical and horizontal) shall be maintained. • Water main replacement shall be restrained joint pipe. • Only one alternative alignment will be evaluated. • Utility potholing effort will be completed after acceptance of the 30% design submittal. Once potholes are completed, the design may change to avoid conflicts. • Hydraulic modeling for distribution main sizing is not anticipated. Deliverable(s) • Figure showing conceptual layout of water main replacement in plan view – One (1) electronic copy (PDF format). • Draft meeting notes in MS Word format for the CITY’s Project Manager to finalize and distribute, as appropriate – One (1) electronic copy. 2.3.3 – Stormwater Conveyance Analysis The project will include modifications to the existing stormwater conveyance system as needed to accommodate the project’s basic scope of pavement preservation, traffic signal, and water upgrade improvements. The CONSULTANT shall assist the CITY in the process of identifying any stormwater system upgrades the CITY desires to include in this project beyond what is required to accommodate the basic scope of improvements as follows: • Delineate drainage areas to each existing catch basin to determine adequate conveyance sizing. The CONSULTANT shall calculate gutter flow depth and verify adequate catch basin spacing of the existing infrastructure. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 11 February 24, 2022 Scope of Services City Project No. 315043 • Prepare recommendations for improvements such as upsizing existing mains and adding additional structures and present to the CITY at the Concept Development meeting described in Work Element 2.3.1 Assumption(s) • CITY infrastructure is currently undersized in the following locations: o The south side of the roadway between Naval and Hewitt o Mid-block High Avenue and Veneta Avenue to Chester Avenue • The parking lot drains at Midtown Market (1534 6th Street) currently tie into the sanitary system. They need to be re-routed to the storm system. • The CITY intends to line the storm system in this area once this project is completed. • This project will replace all worn, broken, or undersized frame and covers. • Runoff treatment and flow control BMPs will not be required as part of this project. Deliverable(s) • Drainage area maps on 11-inch by x17-inch paper. Figures that include recommendations for upgrades – One (1) electronic copy 2.4 – Right-of-Way Planning The CONSULTANT’s ROW Staff will support the CITY during preliminary design with certain Project planning efforts in anticipation of the future ROW acquisition efforts. 2.4.1 – Preparation and Administration The CONSULTANT’s ROW Staff will discuss, strategize, and plan overall process with Project team, attend kickoff meeting with WSDOT LOCAL PROGRAMS, and participate in up to one (1) conference call, and/or progress meeting. The CONSULTANAT’s ROW Staff will provide up to four (4) progress reports as described in Work Element 1.2 and coordinate the use of approved acquisition documents with the CITY. 2.4.2 – Title/Ownership Review CONSULTANAT’s ROW Staff will obtain title reports for parcels within the Project limits, from which ROW and/or temporary construction easements are anticipated to be obtained. CONSULTANAT’s ROW Staff will perform reviews of existing ROW and ownership information and review special exceptions described in each title report to determine the CITY’s acceptance of title at closing. Staff will provide the CITY with a parcel summary memorandum that lists ownerships, title exceptions, etc. As part of this review, the CONSULTANT will obtain preliminary commitment (date down) title reports for the anticipated acquisition properties within the Project limits. 2.4.3 – Public Outreach The CONSULTANT’s ROW Staff will not attend any meetings for public outreach. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 12 February 24, 2022 Scope of Services City Project No. 315043 2.4.4 – Project Funding Estimate (PFE) The CONSULTANT’s ROW Staff will prepare a Project Funding Estimate (PFE). The PFE will be a detailed parcel-by-parcel estimate of total expected ROW acquisition cost and is used to obtain authorization and confirm funding for the Project. A PFE is required if any appraisals are planned to be waived and the CITY intends to prepare waiver valuations for any of the parcels on the Project. To qualify, the just compensation, based on the ROW PFE, must be no greater than the waiver valuation limit as defined in the CITY’s approved ROW procedures (typically, $25,000), AND the acquisition must be uncomplicated, with the only damages being minor cost-to-cure items. The combined estimate of the just compensation plus the cost to cure(s) cannot exceed the CITY’s approved waiver limits. The PFE must be based on confirmed comparable sales and must reflect the current market. The PFE will be prepared in accordance with the CITY’s WSDOT-approved Right of Way Acquisition procedures and WSDOT’s Local Agency Guidelines – Section 25 (Right of Way Procedures). The PFE will be reported as a Restricted Appraisal Report in accordance with and subject to the requirements of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice (USPAP) as formulated by the Appraisal Foundation. As part of the PFE, individual parcel worksheets and Administrative Offer Summaries (AOS) will be prepared for the anticipated acquisition properties and will include an estimate of just compensation using comparable sales data and information obtained from Project ROW Plans. Estimated amounts of just compensation from each parcel worksheet will be entered into a Project Summary Worksheet to include other items of ROW-related costs for review and use by the CITY. The CONSULTANT will coordinate with the CITY to ascertain and determine which parcels qualify for the Appraisal Waiver process. 2.4.5 – Engineering Support of Right-of-Way Planning The CONSULTANT will provide engineering support during the ROW planning. The CONSULTANT’s Project Manager and/or support staff will order preliminary title commitments, monitor status of appraisal inspections, and provide cost-to-cure estimates for appraisals and review appraisals. Assumption(s) • Up to five (5) title reports will be required. Title reports will be preliminary title commitment type with date down updates provided through December 31, 2023. • Up to five (5) AOS will be required. • No negotiation activities will be provided under this task. See Work Element 8.1 for additional details of work to be performed by the CONSULTANT’s ROW Staff. • Up to 8 hours of cost-to-cure estimating and appraisal monitoring will be required. Deliverable(s) • Parcel Summary Memorandum – One (1) electronic copy. • Project Funding Estimate, draft and final versions – One (1) electronic copy each. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 13 February 24, 2022 Scope of Services City Project No. 315043 2.5 – Preliminary Plans (30%) The CONSULTANT will prepare preliminary plans, bid item list, and opinion of construction costs and submit to the CITY for review. Comments received from the CITY during the conceptual design efforts will be incorporated into the 30% Submittal. A total of 26 Plan sheets are anticipated to be included in the 30% Submittal as identified in Exhibit A-3. The CONSULTANT will prepare a preliminary bid item list with an indication for each bid item if the item is proposed to be used as 1) WSDOT Standard Item, 2) WSDOT General Special Provision (GSP) Item, 3) CITY’s GSP Item, or 4) if a Special Provision item description will be required. The CONSULTANT will prepare a 30%-level opinion of construction costs. Assumption(s) •30% Drawings will graphically depict the “footprint” of proposed Project improvements, with minimal notes and dimension provided only as necessary to convey the intent of the preliminary design of the Project. To minimize drawing rework, the drawings included in the 30% Submittal will be in-progress versions of the drawings that will be included in subsequent submittals. •Bid item list specifications will be based on the 2022 WSDOT Standard Specifications, the CITY’s most recent general special provisions with Project-specific edits, special provisions, bid proposal, federal provisions, and the CITY’s front end/contract boilerplate Divisions 0 through 9. •The bid proposal and opinion of construction cost at the 30% Submittal will be based as much as possible on the unit bid items proposed for payment in the construction contract. However, because of the preliminary nature of the design at this stage of the Project, it is expected that some lump-sum and/or square-foot costs will be used for estimating portions of Project costs. Additionally, an estimating contingency factor will be applied to the opinion of cost to account for design uncertainties at this level of design. Deliverable(s) •30% Drawings – One (1) electronic copy (PDF format). •30% AutoCAD Files – One (1) electronic copy (AutoCAD format). •30% Opinion of Cost –Two (2) electronic copies (PDF and MS Excel formats). 2.6 – Stormwater/Drainage Report The CONSULTANT will delineate project Threshold Discharge Areas, calculate disturbed areas, and generate a set of figures to verify what stormwater requirements may be needed to be met in accordance with the latest version of the SWMMWW. A drainage report will be created to summarize findings and support environmental permitting. Assumption(s) •The stormwater analysis will follow the Ecology’s latest version of the SWMMWW. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 14 February 24, 2022 Scope of Services City Project No. 315043 • The Project may be exempt from all minimum requirements. If not, design of applicable BMPs will be provided by management reserve or supplement to the Agreement. Deliverable(s) • Draft Drainage Report – One (1) electronic copy (PDF format). • Final Drainage Report – One (1) electronic copy (PDF format). Work Element 3 – Utility Coordination 3.1 – Utility Coordination 3.1.1 – Data Gathering and Review The CONSULTANT will review for discrepancies between record drawings and field data gathered under Work Element 2.2. Under this Work Element, the CONSULTANT will provide direction to the surveyors to reconcile discrepancies as best as possible with the available information. Updates to the base maps associated with reconciling discrepancies will be provided as described under Work Element 2.2. 3.1.2 – Conflict Analysis The CONSULTANT will identify potential conflicts with existing utilities and provide the CITY with a pothole map of recommendations for potholing where additional subsurface information is needed. The CONSULTANT will obtain potholes where necessary to confirm or resolve utility conflicts. Utilizing pothole data and other information made available at the time, the CONSULTANT will provide to the CITY recommendations for adjustment and/or relocation/removal by the affected franchise utility. Potential conflicts will also identify overhead utility poles installed within sidewalks along the project corridor that reduce the accessible PAR to less than what is required by Proposed Right-of-Way Accessibility Guidelines (PROWAG). 3.1.3 – Coordination Meetings The CONSULTANT will participate in coordination meetings with the CITY and franchise utilities such as Puget Sound Energy (PSE), Lumen, and Comcast. The CONSULTANT will provide relevant exhibits for the coordination meetings. The CONSULTANT will prepare draft agenda for the CITY’s use in leading the meeting. The CONSULTANT will prepare draft meeting notes and send to the CITY’s Project Manager to finalize and distribute to meeting attendees for confirmation and project records. Assumption(s) • The CITY will lead all coordination with franchise and CITY utilities. The CONSULTANT will provide draft meeting agenda to the CITY’s Project Manager and attend meetings. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 15 February 24, 2022 Scope of Services City Project No. 315043 • Up to fifteen (15) potholes will be required. The CONSULTANT will assist the CITY with preparing for and providing two CONSULTANT staff members to attend up to two (2) virtual design coordination meetings and one (1) field meeting with franchise utilities at approximately the following times during the Project: o Design Coordination Meeting #1: Following the 30% Submittal to the CITY. o Design Coordination Meeting #2: Following the 60% Submittal to the CITY. o Field meeting: Timing to be determined to address specific conflict/relocation issues. Deliverable(s) • Base mapping of existing utilities (included in Task 2.2, Field Survey). • Utility Conflict Plans – One for each utility coordination meeting. • Draft meeting notes in MS Word format for the CITY’s Project Manager to finalize and distribute, as appropriate – One (1) electronic copy. Work Element 4 – Environmental 4.1 – NEPA Compliance Assumption(s) • The CITY will provide National Environmental Policy Act (NEPA) Compliance. Deliverable(s) • None required. 4.2 – Endangered Species Act Compliance Assumption(s) • The CITY will provide compliance with Section 7 of the Endangered Species Act (ESA). Deliverable(s) • None required. 4.3 – National Historic Preservation Act Compliance (CONSULTANT’s Cultural Resources Consultant Only) Assumption(s) • The CITY will provide Section 106 compliance. Deliverables • None required. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 16 February 24, 2022 Scope of Services City Project No. 315043 4.4 – SEPA Checklist Assumption(s) • The CITY will prepare State Environmental Policy Act (SEPA) checklist and provide SEPA compliance. Deliverable(s) • None required. 4.5 – Construction NPDES Compliance Assumption(s) • The CITY will prepare a Construction Stormwater Pollution Prevention Plan (SWPPP) to comply with Ecology’s Construction Stormwater General Permit and National Pollution Discharge Elimination System (NPDES) compliance. • The SWPPP will be provided to the CONSULTANT for inclusion in the contract documents without the Contractor-provided information. • The CITY will prepare the Notice of Intent (NOI). • The CITY will submit the NOI to Ecology and post the public notice advertisements. • The CITY will provide draft special provisions to be used as a template for establishing the Contractor role in compliance with NPDES during construction. Deliverable(s) • None required. 4.6 – Public Outreach The CONSULTANT will provide materials and staff to support the CITY’s public outreach for the project. Specifically, the CONSULTANT will: • Participate in one planning meeting. • Provide an aerial photo roll plot of the preliminary design. • Develop up to three (3) presentation boards (slides for virtual). • Have two (2) staff attend an event (in person or virtual). • Prepare a meeting summary following the outreach event. Assumption(s) If the CITY elects to have an open house or meeting, it is expected it will be virtual; although the above- described materials could be adapted for use at an in-person event. The CITY will handle event logistics and prepare announcements, sign-in sheets, and comment forms. Drafts of meeting materials prepared City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 17 February 24, 2022 Scope of Services City Project No. 315043 by CONSULTANT will be submitted to the CITY electronically for review and discussion prior to printing or online publishing. Deliverable(s) • One (1) roll plot. • Up to three (3) presentation boards. • Draft and final event summary submitted electronically. Work Element 5 – Geotechnical Engineering (CONSULTANT’s Geotechnical Engineer Only) The CONSULTANT’S geotechnical engineer and support staff (Geotechnical Engineer) will provide geotechnical engineering services to the CONSULTANT. The Geotechnical Engineer will explore the subsurface conditions, interpret the site surficial geology based on exploration and testing, analyze the impact of the proposed improvements, offer design recommendations for the improvements, and review the design plans and specifications. Proposed improvements that will require geotechnical engineering include new signal pole foundations and design recommendations for pavement overlays and utility trench patching. 5.1 – Geotechnical Engineering 5.1.1 – Review of Available Information and Site Reconnaissance Geotechnical Engineer will research available soil borings in the site vicinity and any available plans from previous road construction on or adjacent to the site. Geotechnical Engineer will walk the site to document the surface conditions and to plan exploration methods and locations. 5.1.2 – Field Preparation Geotechnical Engineer will review proposed improvements and develop drilled locations in coordination with CONSULTANT. Geotechnical Engineer will prepare Traffic Control Plans for drilling and coring and submit to CITY for a ROW permit. Once permit for the fieldwork is granted, the Geotechnical Engineer will mark the exploration locations and arrange for utility locates through the Underground Utility Location Center. Assumptions • Traffic Control Plans will be prepared and submitted for CITY approval to conduct field work. • No permit fees will be required to conduct field work, as work is being performed for the CITY. 5.1.3 – Field Exploration Geotechnical Engineer will provide the following: • Drill up to eight (8) hollow-stem auger borings in the vicinity of proposed improvements including new signal poles and deep excavations. Wells may be installed in some borings if evaluation of groundwater levels is needed. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 18 February 24, 2022 Scope of Services City Project No. 315043 Assumptions • Geotechnical Engineer will be responsible for preparing Traffic Control Plans and obtaining a ROW permit. Any other permitting for the Geotechnical Engineer’s field work, if required, will be provided by the CITY or by the CONSULTANT through the management reserve or supplement to the Agreement. 5.1.4 – Laboratory Testing Selected soil samples collected from the explorations will be tested for engineering and index properties. Testing of engineering properties will likely include testing of index properties including moisture content, grain size distribution, organic content, and Atterberg limits. 5.1.5 – Engineering Analysis Analyses will be conducted to develop pavement rehabilitation alternatives, pavement reconstruction sections, and lateral bearing capacities for new traffic signal foundations. 5.1.6 – Report Preparation After completing the tasks described above, a Draft Geotechnical Engineering Report will be provided that summarizes the site subsurface conditions and provides conclusions and engineering design recommendations, which will include lateral bearing pressures for signal pole foundations; recommended solutions for pavement overlay mitigation of reflective cracking and restoration of utility trench cuts through existing concrete pavement panels; and general recommendations for construction such as subgrade preparation, temporary excavation, trench backfill, and potential groundwater impacts. After the Project team has reviewed the draft report and provided comments, a final stamped and signed report will be provided. Assumption(s) • WSDOT Olympic Region will provide pavement section requirements for utility patching and/or other paving requirement for work within the intersection at Warrant Avenue (SR 303). • CITY will lead coordination with WSDOT Olympic Region. • Existing pavement sections will be based on CITY-provided observations of pavement materials, thicknesses, and conditions on the two previous phases of improvements on 6th Street, east and west of the project limits. Additional observations of the existing pavement section obtained by the CONSULTANT through borings and potholes provided under other task(s) will be compared to the CITY-provided observations. 5.1.7 – Meetings The CONSULTANT’s Geotechnical Engineer will participate in a geotechnical kickoff meeting as part of one of the Progress Meetings described in Work Element 1.1.3. This meeting is not anticipated to be held until after the development of the baseline roadway concept described in Work Element 2.3.1 is complete. The Geotechnical Engineer will also be available for meetings during design to discuss geotechnical issues and design options. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 19 February 24, 2022 Scope of Services City Project No. 315043 Assumption(s) • The CONSULTANT’s Geotechnical Engineer will attend the geotechnical kickoff meeting and up to one (1) of the other progress meetings identified in Work Element 1.1.3. 5.1.8 – Review of Plans and Specifications The Geotechnical Engineer will review the geotechnical aspects of the plans and specifications to check that the recommendations have been incorporated and to assist with the format of the bidding documents. Assumption(s) • The CITY will provide available information such as construction as-builts and geotechnical reports from nearby projects prior to the CONSULTANT’s Geotechnical Engineer’s field exploration tasks. • Utility locates for CITY-owned facilities will be provided by the CITY. The Geotechnical Engineer will use the Washington One-Call service for other utility locates. • Base survey maps showing topography and existing structures will be provided by Work Element 2.2 for the Geotechnical Engineer’s use prior to the field exploration. • Plans showing the proposed development will be provided to the Geotechnical Engineer for the engineering analyses and report preparation tasks. • Final report will be included in the appendix of the contract documents. Deliverable(s) • Traffic Control Plan(s) and ROW permit for proposed explorations – One (1) electronic copy in PDF format. • Site and Exploration Plan (to be included in the draft and final reports). • Exploration logs (to be included in the draft and final reports). • Groundwater elevations (to be included in the draft and final reports). • Field and laboratory test results (to be included in the draft and final reports). • One (1) Draft Geotechnical Engineering Report in MS Word format. • Final Geotechnical Report – One (1) electronic copy in PDF format. • Geotechnical review comments on the plans and specifications. Work Element 6 – Right-of-Way Plans and Legal Descriptions 6.1 – Right-of-Way Plans The Surveyor will prepare ROW Plans in compliance with Local Agency Guidelines (LAG) Manual requirements to identify portions of private property for ROW and easements acquisitions. Existing ROW, easements, and encumbrances as identified through the Surveyor’s review of public records and title reports provided through Work Element 2.4 will be shown on the ROW Plans. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 20 February 24, 2022 Scope of Services City Project No. 315043 The Surveyor will establish a centerline ROW alignment for use in defining existing and proposed ROW acquisitions. This procedure will also be used to define limits of temporary and permanent easements. Calculations will be made to provide square footage of all easements, acquisitions, and remainders. Assumption(s) • The ROW Plans will be prepared in a WSDOT-style format, including centerline stationing with offsets to define the existing limits and proposed acquisition lines and angle points. • The limits of the ROW plan are as follows: 6th Street from 100 west of Naval Avenue to approximately 100 feet east of Warren Avenue. • There will be up to ten (10) ROW Plan sheets at a scale of 1 inch =20 feet when plotted at full size (22 inches by 34 inches). • The setting of property corners and/or monuments for proposed project actions is not anticipated and therefore not a part of this scope. Deliverable(s) • Draft ROW Plans – One (1) electronic copy in PDF format. • Final ROW Plans – One (1) electronic copy in PDF format, sealed and signed by a Professional Land Surveyor (PLS) licensed in the State of Washington. 6.2 – Legal Descriptions The Surveyor will prepare legal descriptions with corresponding exhibit maps for use in conveyance of real property. Assumption(s) • Up to five (5) legal descriptions with accompanying exhibits will be required. • Preliminary title commitments (Title Reports) will be provided under Work Element 2.4 to support the preparation of legal descriptions under this Work Element. • The legal descriptions and associated ROW and easement exhibits will be prepared in a format suitable for recording. Descriptions will be stamped and signed by a PLS licensed in the State of Washington. • No legal descriptions or exhibits will be needed for temporary construction permits. • The preparation of conveyance documents and the gathering of signatures are provided as described under Work Element 8.1. Deliverable(s) • Legal Descriptions: Fee Simple acquisitions or temporary construction easements in MS Word and PDF format. • Exhibit Maps: Exhibits in PDF format for the aforementioned Legal Descriptions. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 21 February 24, 2022 Scope of Services City Project No. 315043 Work Element 7 – Plans, Specifications, and Estimate (PS&E) The CONSULTANT will prepare bid-ready documents for the Project, including plans, special provisions, copies of applicable standard plans, CITY Standard Details, and other elements to be included in the bid documents. Bid documents will be submitted to the CITY for review at increasing levels of completeness, including 60%, 90%, and 100% levels of development. The CITY will provide boilerplate templates of the bid proposal, contracting forms, federal provisions, special provisions, and standard plans (Divisions 0 through 9 and appendices) for the CONSULTANT’S use. 7.1 – 60% Bid Documents The CONSULTANT will prepare 60% complete drawings, bid schedule, specifications, and opinion of construction costs, and submit to the CITY for review. Comments received from the CITY from the 30% review will be addressed in the 60% Submittal deliverables. A total of 51 drawings are anticipated to be included in the 60% Submittal as identified in Exhibit A-3. The CONSULTANT will analyze proposed lighting using Agi32 software to confirm conformance with light level and uniformity design standards at the Veneta Avenue intersection only. The CONSULTANT Project Manager, project engineer, and utility engineer attend a Comment Resolution Meeting with the CITY approximately 1 week after receiving CITY review comments to discuss and reconcile comments. The CONSULTANT will prepare an agenda before the meeting for CITY Project Manager review, and draft meeting notes after the meeting for CITY Project Manager distribution to all attendees for confirmation. Assumption(s) • Specifications will be based on the 2022 WSDOT Standard Specifications, CITY-provided special provisions with Project-specific edits, Project-specific special provisions, bid proposal, federal provisions, and the CITY’s boilerplate Divisions 0 through 9. • The opinion of construction cost at the 60% Submittal will be based primarily on the unit bid items proposed for payment in the construction contract. However, an estimating contingency factor will still be applied to the opinion of cost to account for design uncertainties at this level of design. • There may be placeholders in the special provisions at the 60% Submittal for specialty items that require wholly Project-specific stand-alone special provisions, especially if there are decisions pending regarding the selection of such items. • Temporary Erosion and Sediment Control (TESC) Plans will rely heavily on Standard Details. TESC notes and site-specific details, if required, will be shown on the TESC plan view sheets. Deliverable(s) • 60% Drawings – One (1) copy in PDF format. • 60% AutoCAD Files – Electronic copy of AutoCAD line work file. • 60% Specifications – Two (2) electronic copies (MS Word of boilerplate/special provisions with tracked changes and PDF of whole package). City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 22 February 24, 2022 Scope of Services City Project No. 315043 • 60% Opinion of Cost – Electronic copies (PDF and MS Excel formats). • Written Response to 30% CITY Review Comments – One (1) electronic copy (MS Excel or MS Word format) • Comment Resolution Meeting agenda and meeting notes – Draft and final electronic copies (MS Word format). 7.2 – 90% Bid Documents The CONSULTANT will prepare and submit to the CITY for review 90% bid documents for the Project, including plans, special provisions, copies of applicable standard plans, and other elements to be included in the bid documents. CITY comments from the 60% review will be addressed in the 90% Submittal deliverables. A total of 51 drawings are anticipated to be included in the 90% Submittal as identified in Exhibit A-3. The CONSULTANT will prepare and submit to the CITY for review with the 90% Submittal, Maximum Extent Feasible (MEF) document(s) if deemed necessary by the CITY to justify accessibility design features of the Project. The CONSULTANT will prepare and submit to the CITY for review with the 90% Submittal, Proprietary Item Documentation as necessary to justify sole-sourced materials and equipment proposed for the Project. The CONSULTANT Project Manager, project engineer, and utility engineer attend a Comment Resolution Meeting with the CITY approximately 1 week after receiving CITY review comments to discuss and reconcile comments. The CONSULTANT will prepare an agenda before the meeting for CITY Project Manager review, and draft meeting notes after the meeting for CITY Project Manager distribution to all attendees for confirmation. Assumption(s) • Specifications will be based on the 2022 WSDOT Standard Specifications, CITY-provided special provisions with Project-specific edits, Project-specific special provisions and bid proposal. • The edition of WSDOT Standard Specifications and corresponding CITY general special provisions to be used by the CONSULTANT for preparing Project specification at 90% will be updated from the 60% submittal to reflect changes from 2022 to 2023 standards. • The bid proposal and opinion of construction cost at the 90% Submittal will be based solely on the unit bid items in the bid proposal form in the construction contract documents. No design contingency will be included in the opinion of construction cost at 90%. • The CITY will lead coordination with LOCAL PROGRAMS. • All locations requiring MEF documentation will be provided for CITY review and approval. • The WSDOT Standard Patented/Proprietary Item Certification form (140-051) will be used for documentation of sole-sourced materials and equipment. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 23 February 24, 2022 Scope of Services City Project No. 315043 Deliverable(s) • 90% Drawings – One (1) electronic copy in PDF format. • 90% AutoCAD Files – Electronic copy of AutoCAD line work file. • 90% Specifications – Electronic copies (MS Word of boilerplate/special provisions with tracked changes and PDF of whole package). • 90% Opinion of Cost – Electronic copies (PDF and MS Excel formats). • Written Response to 60% CITY Review Comments – One (1) electronic copy (MS Excel or MS Word format). • Comment Resolution Meeting agenda and meeting notes – Draft and final electronic copies (MS Word format). • Draft MEF document – One (1) electronic copy in PDF format. • Draft Patented/Proprietary Item Certification document – One (1) electronic copy in PDF format. 7.3 – 100% Bid Documents The CONSULTANT will prepare and submit to the CITY’s Project Manager for review a 100% complete package of Bid Documents for the Project, including plans, special provisions, and other elements to be included in the bid documents. The main purpose of this submittal is to allow the CITY’s Project Manager to confirm that all comments from the CITY’s 90% review have been adequately addressed in the 100% Submittal deliverables. A total of 51 drawings are anticipated to be included in the 100% Submittal consisting of the same drawings identified for the 90% Submittal in Exhibit A-3. The CONSULTANT Project Manager, project engineer, and utility engineer attend a Comment Resolution Meeting with the CITY approximately 1 week after receiving CITY review comments to discuss and reconcile comments. The CONSULTANT will prepare an agenda before the meeting for CITY Project Manager review, and draft meeting notes after the meeting for CITY Project Manager distribution to all attendees for confirmation. Assumption(s) • The main purpose of this submittal is to allow the CITY’s Project Manager the opportunity to confirm that all comments from the CITY’s 90% review have been adequately addressed in the 100% Submittal deliverables before going to “print” for advertisement. Deliverable(s) • 100% Drawings – One (1) electronic copy in PDF format. • 100% Specifications – One (1) electronic copy in PDF format. • 100% Opinion of Cost – One (1) electronic copy in PDF format. • Written Response to 90% CITY Review Comments – One (1) electronic copy (MS Excel or MS Word format). City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 24 February 24, 2022 Scope of Services City Project No. 315043 • Comment Resolution Meeting agenda and meeting notes – Draft and final electronic copies (MS Word format). • Final MEF document – One (1) electronic copy in PDF format. • Final Patented/Proprietary Item Certification document – One (1) electronic copy in PDF format. 7.4 – Final Bid Documents The CONSULTANT will address any final corrections identified by the CITY Project Manager’s 100% review and produce final deliverables. Assumption(s) • This subtask will be initiated when the CITY receives construction obligation funding. Deliverable(s) • Final Plans – One (1) electronic copy in PDF format, sealed and signed by an engineer/architect licensed in the State of Washington as appropriate. • Final Bid Documents – Two (2) electronic copies (MS Word of boilerplate/special provisions with tracked changes and PDF of whole package). • Final Opinion of Cost – One (1) electronic copy in PDF format, sealed and signed by an engineer licensed in the State of Washington and one (1) electronic copy in MS Excel format. TASK 2 – RIGHT-OF-WAY Work Element 8 – Right-of-Way Acquisition 8.1 – Acquisition Services (by CONSULTANT’s ROW Staff Only) Since there are federal funds participating in the Project and the CITY may use its rights of eminent domain to acquire the real property rights for this Project, ROW acquisition services will be provided applying the CITY’s approved ROW Procedures; the Washington Administrative Code (WAC) 468-100 – Uniform Relocation Assistance (URA) and Real Property Acquisition; and the most current edition of the WSDOT Local Agency Guidelines Manual, Chapter 25 – Right of Way Procedures. 8.1.1 – Preparation and Administration The CONSULTANT’s ROW Manager will attend kickoff meeting and up to two (2) of the progress meetings identified in Work Element 1.1.3 and coordinate with the CITY the use of approved acquisition documents. Parcel files will be prepared to include fair offer letters, recording and ancillary documents, a standard diary form indicating all contacts with owner(s), and other items necessary for negotiations in a format meeting the requirements of the LAG. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 25 February 24, 2022 Scope of Services City Project No. 315043 8.1.2 – Appraisal and Appraisal Review It is anticipated that information from the PFE prepared under Work Element 2.4 will be sufficient to determine just compensation for all acquisitions for the Project. For the purposes of this Scope of Work, it is assumed that no appraisals will be required. 8.1.3 – Acquisition Negotiation Upon the completion of all real property valuations, the CITY will provide written approvals of just compensation to the CONSULTANT’s ROW Staff prior to making any offers to property owners. Upon receipt of written approvals and authorization from the CITY, the CONSULTANT’s ROW Staff will prepare offer packages and promptly present offers and commence negotiations with each affected property owner(s) and/or their representatives. The CONSULTANT’S ROW Staff will review the DISTRICT’s dedication or donation documents with the CITY for compliance with ROW certification requirements. The CONSULTANT’s ROW Staff will negotiate to acquire various combinations of real property rights including fee simple, permanent easements, temporary construction easements, and construction permits from owners and/or their representative(s). Additional parcels or real property rights will be provided through the management reserve or an amendment to the Agreement. Negotiations will include negotiating with each property owner and/or their representative in accordance with statutory and regulatory requirements; coordinating administrative settlement approvals with the CITY; negotiating, as necessary, with lien holders, assisting escrow in the closing process; preparing and maintaining parcel files to include fair offer letters, acquisition documents, and a standard diary form indicating all contacts with owner(s); and completing other items necessary for negotiations. Negotiations will not be deemed to have failed until at least three significant meaningful contacts have been made and documented with each owner and/or their representative through direct personal contacts. Out-of-area owner(s) will be contacted by telephone and by certified mail. If negotiations reach an impasse, CONSULTANT’s ROW Staff will provide the CITY with written notification. The filing and cost of condemnation proceedings will be the responsibility of the CITY. 8.1.4 – Parcel Closeout – Escrow Closing Upon securing required acquisition agreements, the CONSULTANT’s ROW Staff will submit the necessary acquisition documents and closing instructions to the designated Title/Escrow Company. Work with the Title/Escrow Company to obtain release documentation from the encumbrance(s) of public record that are not acceptable to the CITY to provide clear title to the property being acquired, subject to the CITY’s title clearing guidelines. The Escrow Company will prepare and obtain the owner(s) signature on the necessary closing documents. The CONSULTANT’s ROW Staff will coordinate signatures on closing documents for submittal to the CITY and payment(s) to the owner(s), coordinate with the Escrow/Title Company in filing documents with Kitsap County, and deliver completed files to the CITY. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 26 February 24, 2022 Scope of Services City Project No. 315043 8.1.5 – Right-of-Way Certification The CONSULTANT’s ROW Staff will assemble the Project’s final parcel files and draft the supporting certification memo and property interest summary spreadsheet to assist the CITY for final review and WSDOT Right of Way Certification. The CONSULTANT’s ROW Staff will maintain constant contact with the local WSDOT local public agencies coordinator throughout the Project, follow the WSDOT LAG manual and Uniform Act guidelines, and use the prescribed Right of Way documents with as little deviation as possible. 8.1.6 – Optional Services Optional services beyond those stated in this scope of services may include: • Appraisals and appraisal reviews, if required. • Negotiation in the event of private development and revisions to Project alignment and/or design elements that impact the property rights being acquired. • Negotiation in the event of changes in ownership of property rights being acquired. • Clearing of title when clearing requirements exceed the industry standard. • Assistance during, or in anticipation of, condemnation ordinances and subsequent hearings. Budget for these optional services is not included in the Agreement at this time but may be added by management reserve or a future supplement to the Agreement. Assumption(s) • TCE dates, if applicable, must be out through 12/31/2025. • Up to five (5) real property rights (ROW or easement) will be required from up to five (5) parcels. Additional parcels or real property rights will require an amendment to this scope of services. Level of effort for negotiations is based on the industry standard of conducting three “significant contacts” with each property owner or their representative. Additional contacts, if required, may warrant justification of an equitable adjustment of services rendered. Significant is to mean detailed and in-depth discussions of the transaction whether in-person, via telephone, or other communication media. Setting up appointments or providing simple replies to questions does not signify a significant contact. • It is assumed that no personal property relocations, residential relocations, or business relocations are necessary. This scope of services is based on the following: o Information contained in the CITY’s request for proposals; o Review of limited public online information (mapping/ownership information); and o ROW Plans have not been provided. • The following information will be provided by the CITY: o Approved designation of the escrow company used for this Project. The escrow company will bill the CITY directly for all escrow services provided. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 27 February 24, 2022 Scope of Services City Project No. 315043 o Written authorization of Administrative Offer Settlement (AOS) l for each parcel prior to offers being made to property owners. o Payment of any and all compensation payments to property owners, escrow services, recording fees, legal services, and any incidental costs which may arise necessary to complete each transaction. o Information pertaining to any contact the CITY has had with affected property owners prior to, but related to, the Project. This includes, as available, property owner contact information, dates and descriptions of the subjects discussed, and commitments made by either party. The CITY will provide to the CONSULTANT’s ROW Staff similar information pertaining to ongoing direct contacts with property owners for which the CONSULTANT or CONSULTANT’s ROW Staff are not a party to throughout the Project. o ROW Plans review and approval. • ROW Plans, drawings, maps, and exhibits will be provided as described under Work Element 6. 8.2 – Engineering Support of Right-of-Way Acquisition The CONSULTANT will provide engineering and Project management support during the ROW acquisition process of the Project. The CONSULTANT will provide design clarifications and/or exhibits as necessary to convey to property owners the CITY’s intent of Project improvements as related to acquisitions. The CONSULTANT’s Project Manager will monitor the status of the ROW acquisition process and work collaboratively with the CONSULTANT’s ROW Staff and CITY staff to expedite acquisitions for the Project as described above. Assumption(s) • Up to 4 hours per parcel will be required for the CONSULTANT’s Project Manager to monitor the status of negotiations and otherwise support the negotiation process. TASK 3 – ASSISTANCE DURING BIDDING AND CONSTRUCTION Work Element 9 – Assistance During Bidding 9.1 – Assistance During Bidding The CONSULTANT will provide interpretations and clarifications for plans and specifications to CITY staff in response to bidders’ questions during bidding, The CONSULTANT will assist the CITY in preparing addendum(s) as necessary to clarify or revise contract documents. The CONSULTANT will review CITY-prepared bid tabulations and provide comments to CITY. Assumption(s) • The CITY will be the only point of contact for bidders’ questions during bidding. • The CITY will maintain a written Record of Telephone Conversations with questions and answers to be provided to bidders if desired by the CITY. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 28 February 24, 2022 Scope of Services City Project No. 315043 • Up to eight (8) hours of CONSULTANT staff time will be required for assisting CITY with reviewing bidder questions and providing clarifications. • Up to two (2) addendums will be needed. Addendums will be for clarifications of bid documents or minor revisions to project designs. • The CITY will lead the process of preparing and issuing addendum(s). • CITY staff will facilitate bid opening. • CITY staff will prepare and issue Notice of Award. Deliverable(s) • Verbal or emailed clarifications to bid documents. • Text and exhibits, as required for CITY’s use in preparing and issuing addenda – electronic copies. • Written comments from review of bid tabulations – electronic copies. Work Element 10 – Assistance During Construction General Assumption(s) • Support services during construction are highly variable and dependent on conditions during construction that are beyond the control of the CITY and the CONSULTANT. • The scope of services described below is a sampling of the type of services anticipated to be provided by the CONSULTANT, with assumptions stated for the estimated level of effort to establish the budget allowance. • Compensation for the CONSULTANT’s services will be on a time-and-materials basis to provide support as requested by the CITY. • The CONSULTANT will notify the CITY if at such time it becomes clear that the level of effort to support the CITY during construction is likely to exceed the budget allowance. • The CITY may utilize the management reserve or provide a supplement to the Agreement to increase the budget allowance to allow the CONSULTANT to continue to support the CITY beyond the budgeted amount if desired. • The CITY will serve the roles of “Contracting Agency” and “Engineer” as described in the WSDOT Standard Specifications. The CONSULTANT will support the CITY in those roles, when requested by the CITY, and as the “Engineer of Record” by signing the Contract Documents as provided in Work Element 7. • Additional services during construction, including but not limited to, full construction administration, materials testing, and construction observation may be provided by supplement to the Agreement, if necessary, to supplement the CITY’s available resources at the time of construction. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 29 February 24, 2022 Scope of Services City Project No. 315043 10.1 – Pre-Construction Meeting and Progress Meetings The CONSULTANT will attend Pre-Construction meeting and other weekly progress meetings or field/site meetings when requested by CITY’s Project Manager. Assumption(s) • Pre-Construction Meeting: o Assumed 4 hours, including travel time, per each for two CONSULTANT staff. o Preparation of agendas and meeting notes by others. • Other Meetings: o Assumed 5 meetings at 4 hours, including travel time and field review, per each meeting per each staff. Three of the meetings will be attended by one (1) CONSULTANT staff, the other two (2) attended by up to two (2) CONSULTANT staff. o Preparation of agendas and meeting notes by others. o Assumed total of up to 36 CONSULTANT staff hours total for Pre-construction meeting and other meetings. 10.2 – Submittal Reviews The CONSULTANT will assist the CITY with review of the Contractor submittals. Assumption(s) • CITY will take the lead on tracking all submittals and reviewing most submittals. • The CONSULTANT will assist the CITY in reviewing submittals of significant and/or specialty materials such as: o Traffic Signal Materials o Cement Concrete Mix and Materials o Hot Mix Asphalt (HMA) Mix and Materials o Product substitutions • Assumed up to a total of up to 20 CONSULTANT staff hours to review submittals 10.3 – Requests for Information (RFI) The CONSULTANT will assist the CITY with review of the Contractor formal RFIs and additional CITY- initiated requests for information. Assumption(s) • The CITY will take the lead on tracking all formal Contractor RFI’s. The CITY will review and respond to the majority of Contactor RFIs. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III – Naval to Warren 30 February 24, 2022 Scope of Services City Project No. 315043 • The CONSULTANT will assist in the review of RFIs if requested by the CITY and provide to the CITY recommendations for responses. • It is assumed there will be up to 10 RFIs that require the CONSULTANT’s assistance. • Assumed up to 20 CONSULTANT staff hours to review and respond to RFIs. • The CITY will issue all final written responses to RFIs. 10.4 – Changes The CONSULTANT will assist the CITY with issuing field directives and design changes. Assumption(s) • The CITY will issue field directives and change orders. • The CONSULTANT will prepare and sign design change drawings (PDF format) and descriptions of work for the CITY’s use in preparing and issuing field directives and change orders. • The CONSULTANT will provide Independent Cost Estimates (ICE) and other assistance to the CITY in review of Contractor-proposed change order costs. • Assumed up to 20 CONSULTANT staff hours for assisting the CITY preparation of field directives and the preparation and review of change orders. 6th Street Preservation Phase III - Naval to Warren EXHIBIT A-2 PROJECT SCHEDULE MILESTONES February 24, 2022 Milestone Date Preliminary Design (30%) June 30, 2022 Submit 60% PS&E September 26, 2022 Begin NEPA October 31, 2022 Submit 90% PS&E January 9, 2023 Submit 100% PS&E March 27, 2023 NEPA Approval January 31, 2023 Submit Right-of-Way Plans January 9, 2023 Right-of-Way Certification September 29, 2023 Advertise for Bids January 2024 6th Street Preservation Phase III - Naval to Warren EXHIBIT A-3 ESTIMATED SHEET COUNT FOR CONSTRUTION DOCUMENTS SUBMITTALS February 24, 2022 SHEET COUNT by SUBMITTAL 30% 60% 90% - Final Cover Sheet, Vicinity Map, and Sheet Index N/A 1 1 1 Abbreviations and Legend N/A 1 1 1 Survey Datum and Horizontal and Vertical Control 1 inch = 20 feet 4 4 Erosion Control Plan 1 inch = 20 feet 4 4 Site Preparation Plan 1 inch = 20 feet 4 4 4 Roadway Plan 1 inch = 20 feet 7 7 7 Intersection Details 1 inch = 5 feet 7 7 Misc. Details N/A 1 1 Channelization Plan 1 inch = 20 feet 4 4 4 Utility Plan 1 inch = 20 feet 7 7 7 Utility Details N/A 2 2 Signal Plan 1 inch = 10 feet 2 5 5 Traffic Control Plan 1 inch = 20 feet 4 4 TOTALS: 26 51 51 SHEET/SHEET SET NAME SHEET/SHEET SET SCALE (plotted "full size" at 22x34) Exhibit B DBE Participation Agreement Number: Exhibit B /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 1 of 1 See attached DBE Inclusion Plan. City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III 1 February 2022 Project No. 315043 Disadvantaged Business Enterprise Inclusion Plan City of Bremerton 6th Street Pavement Preservation Phase III – Navel to Warren (Project 315046) Disadvantaged Business Enterprise Inclusion Plan Founded as an MBE firm in 1969, Parametrix understands the challenges that Disadvantaged Business Enterprises (DBEs) face as they seek opportunities to expand their business. This plan outlines Parametrix’s commitment to meet the DBE requirement of 16 percent established for this project. SECTION 1 – SUBCONTRACTING The table below lists the values as a percentage of the contract amount that Parametrix anticipates for participation by DBE firms. Table 1. DBE Participation Percentages Certification of Business Participation Anticipated Percentage Disadvantaged Business Enterprise 22.7% SECTION 2 – DIVERSE BUSINESS SUBCONTRACTORS Subconsultants anticipated to be used on this project are listed below, along with descriptions of tasks to be performed. Table 2. Subconsultant Task Descriptions Name of DBE DBE Certifications Task Description Anticipated DBE Subcontract Value RES Group NW D4F0023741 Right-of-Way (ROW) Planning, Title Research, and Project Funding Estimate* $11,079* 1 Alliance Geomatics Surveying & Mapping D4M0022928 Field Survey, ROW Plans, Legal Descriptions & Exhibits $46,862 HWA GeoSciences, Inc. D5F0024692 Geotechnical Engineering $23,026 * It is the intent of Parametrix to also use RES Group NW for ROW Acquisition Services. However, because that role is not eligible for reimbursement under the grant with the DBE goal, the ROW Acquisition Services task, and anticipated subcontract value are not included in this DBE plan. SCOPE OF WORK (continued) City of Bremerton 214-1896-8CB 6th Street Pavement Preservation Phase III 2 February 2022 Project No. 315043 Disadvantaged Business Enterprise Inclusion Plan SECTION 3 – DESIGNATED DBE LIAISON The DBE Liaison for this project will be Chuck Schott, the Project Manager. Chuck has worked with DBE consultants covering a wide range of disciplines through his career. His contact information is: Chuck Schott, P.E. Parametrix Email: CSchott@parametrix.com Phone number: (253) 604-6600 Chuck’s responsibilities as the DBE Liaison include: •Providing monthly updates to the City’s Project Manager that include utilization of DBE subconsultants, progress to date, and projections for future work. •Ensuring success of the DBE firms on the team by supporting them in learning the processes and procedures of the City’s contracting. SECTION 4 – DBE GOAL ATTAINMENT STRATEGY Achieving the DBE requirement of 16 percent for this project will be accomplished by assigning Right-of-Way Planning, Title Research, and Project Funding Estimate to RES Group NW; Field Survey, ROW Plans, Legal Descriptions & Exhibits to 1 Alliance Geomatics Surveying & Mapping; and Geotechnical Engineering to HWA GeoSciences. Their participation will be monitored frequently and reported on monthly invoices. Parametrix has successfully teamed with these firms on previous projects. SECTION 5 – PROMPT PAYMENT AND DISPUTE RESOLUTION The Parametrix process for monitoring and ensuring prompt payment to subconsultants starts with establishing the calendar by which our billing cycle operates so the subconsultant’s invoice is timed with the Parametrix invoice submittal to the client. A calendar is provided to the subconsultant identifying the cutoff date for each monthly invoice. Parametrix’s policy is to pay subconsultants no longer than 15 days after receiving payment from the client. In the event that any portion of an invoice is disputed, payment will be made for the nondisputed amounts. For resolution of disputes, first a good faith negotiation between representatives of the subconsultant and Parametrix would take place. This would start with the subconsultant and Parametrix project managers and escalate to the principals of each firm if needed. The next step is nonbinding mediation under the Commercial Mediation Arbitration Rules and Mediation Procedures of the American Arbitration Association using a neutral mediator mutually acceptable to the parties, with the costs, therefore, shared equally. If the nonbinding mediation is not successful, final remedy would be through Superior Court in Pierce County, Washington. SECTION 6 – MONITORING AND REPORTING REQUIRED DBE PARTICIPATION Our accounting system, BST10, allows us to track the monthly effort of the subconsultants and compare the results against the planned level of effort. Our Project Manager will meet regularly with the subconsultant (in person or via telephone), check progress, and address any questions or challenges they may have with either their technical work or their share of the work in order to monitor and attain the required goal. A report summarizing the status and progress toward goal attainment will be included with each monthly invoice and progress report. We will submit this information via the Diversity Management and Compliance System reporting system. Exhibit C Preparation and Delivery of Electronic Engineering and Other Data ,Q WKLV ([KLELW WKH DJHQF\ DV DSSOLFDEOH LV WR SURYLGH D GHVFULSWLRQ RI WKH IRUPDW DQG VWDQGDUGV WKH FRQVXOWDQW LV WR XVH LQ SUHSDULQJ HOHFWURQLF ¿OHV IRU WUDQVPLVVLRQ WR WKH DJHQF\ 7KH IRUPDW DQG VWDQGDUGV WR EH SURYLGHG PD\ LQFOXGH EXW DUH QRW OLPLWHG WR WKH IROORZLQJ , 6XUYH\LQJ 5RDGZD\ 'HVLJQ 3ODQV 3UHSDUDWLRQ 6HFWLRQ $ 6XUYH\ 'DWD % 5RDGZD\ 'HVLJQ )LOHV & &RPSXWHU$LGHG 'UDIWLQJ )LOHV Agreement Number: Exhibit C /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 1 of 4 See Scope of Work in Exhibit A. See Scope of Work in Exhibit A. See Scope of Work in Exhibit A. ' 6SHFLI\ WKH$JHQF\¶V 5LJKW WR 5HYLHZ 3URGXFW ZLWK WKH &RQVXOWDQW ( 6SHFLI\ WKH (OHFWURQLF 'HOLYHUDEOHV WR %H 3URYLGHG WR WKH$JHQF\ ) 6SHFLI\ :KDW$JHQF\ )XUQLVKHG 6HUYLFHV DQG ,QIRUPDWLRQ ,V WR %H 3URYLGHG Agreement Number: Exhibit C /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 2 of 4 See Scope of Work in Exhibit A. See Scope of Work in Exhibit A. See Scope of Work in Exhibit A. ,, $Q\ 2WKHU (OHFWURQLF )LOHV WR %H 3URYLGHG ,,, 0HWKRGV WR (OHFWURQLFDOO\ ([FKDQJH 'DWD Exhibit C /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 3 of 4 E-mail and / or Consultant FTP site. See Scope of Work in Exhibit A. $ $JHQF\ 6RIWZDUH 6XLWH % (OHFWURQLF 0HVVDJLQJ 6\VWHP & )LOH 7UDQVIHUV )RUPDW Exhibit C /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 4 of 4 Microsoft Outlook PDF, Microsoft Office. Microsoft Office, Bluebeam. Exhibit D Prime Consultant Cost Computations Agreement Number: Exhibit D /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 1 of 1 See attached Exhibits D-1 through D-2. Project: 6th Street Pavement Preservation Phase III - Navel To Warren Direct Salary Cost (DSC): Classification Man Hours = Rate = Cost Senior Engineer 46 $63.70 $2,930 Senior Engineer 28 $72.85 $2,040 Senior Engineer 230 $77.57 $17,841 Senior Engineer 519 $60.96 $31,638 Engineer III 312 $38.95 $12,152 Engineer IV 239 $55.29 $13,214 Engineer III 62 $46.46 $2,881 Scientist / Biologist IV 1 $52.79 $53 Publications Specialist II 20 X $30.04 $601 Senior Project Coordinator 34 X $34.35 $1,168 Total DSC =$84,518 Overhead (OH Cost -- including Salary Additives): OH Rate x DSC of 175.31 % x $ $84,518 $148,169 Fixed Fee (FF): FF Rate x DSC of 29 % x $ $84,518 $24,510 Reimbursables: Mileage Task 1, PE Phase (at $.575mi)$400 Mileage Task 2, RW Phase (at $.575mi)$100 Mileage Task 3- CN Phase (at $.575)$400 0301 EXP- Potholing- 10@$1,350 $13,500 0204EXP- Title Reports- 5 @ $400 $2,000 Misc. Expenses (Work Elements 1-7)$1,500 Misc. Expenses (Work Element 8)$250 Misc. Expenses (Work Elements 9-10)$250 Other Direct Expenses Total:$18,400 Subconsultants: (See Exhibit E) 1Alliance Survey (DBE)$33,314 RES Group - R/W Planning (DBE)$11,079 HWA Geo (DBE)$23,026 1Alliance-R/W Plans and Legal Desc. (DBE)$13,548 RES Group- R/W Acquisitions (DBE)$31,673 Subconsultants Total: $112,640 Management Reserve: $30,000 Grand Total $418,237 Chuck Schott, P.E.Date: 2/22/2022 WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Exhibit D-1 Prime Consultant Cost Computations Agreement Number: 8 ,236 3 8 Hours Task / SubtaskHoursDirect SalaryCostOverhead175.31%DSC + OHFee Amount29.00%TotalIncluding FeeSubconsultants Expenses TotalTask 01: Project ManagementSubtask 0100: Project Management Total130 7,877 13,809 21,686 2,284 23,970 0 0 23,970Task 01: Project Management Total1307,87713,80921,6862,28423,9700023,970Task 02: Preliminary Design 30%Subtask 0202SC: 1 Alliance Subconsultant Total33,314 33,314Subtask 0203: Conceptual Design Total80 4,333 7,596 11,928 1,256 13,185 0 0 13,185Subtask 0203W: Water Main Replacement Analysis Total 32 1,637 2,870 4,507 475 4,982 0 0 4,982Subtask 0204: Right-of-Way Planning Total8 554 971 1,526 161 1,686 0 0 1,686Subtask 0204EXP: Expenses - Title Reports Total2,000 2,000Subtask 0204SC: RES Group Subconsultant Total11,079 11,079Subtask 0205: Preliminary Plans 30% Total207 10,747 18,840 29,587 3,117 32,703 0 0 32,703Subtask 0205W: Preliminary Plans 30% (Water) Total 261,211 2,123 3,335 351 3,686 0 0 3,686Subtask 0206: Stormwater / Drainage Report Total 64 2,955 5,181 8,136 857 8,993 0 0 8,993Task 02: Preliminary Design 30% Total41721,43737,58159,0196,21765,23544,3932,000111,628Task 03: Utility CoordinationSubtask 0301: Utility Coordination Total38 2,504 4,389 6,893 726 7,619 0 0 7,619Subtask 0301EXP: Expenses - Potholing Total13,500 13,500Task 03: Utility Coordination Total382,5044,3896,8937267,619013,50021,119Task 04: EnvironmentalSubtask 0406: Public Outreach Total18 987 1,730 2,717 286 3,003 0 0 3,003Task 04: Environmental Total189871,7302,7172863,003003,003Task 05: Geotechnical EngineeringSubtask 0501SC: HWA Geosciences Subconsultant Total23,026 23,026Task 05: Geotechnical Engineering Total23,02623,026Task 06: Right-of-Way Plans and Legal DescriptionsSubtask 0600: Right-of-Way Plans and Legal Descriptions Total 12 798 1,399 2,197 231 2,428 0 0 2,428Subtask 0600SC: 1 Alliance Subconsultant Total13,548 13,548Task 06: Right-of-Way Plans and Legal Descriptions Total127981,3992,1972312,42813,548015,976Task 07: Plans, Specifications and EstimateSubtask 0701: 60% Bid Documents Total382 21,689 38,023 59,713 6,290 66,003 0 0 66,003Subtask 0701W: 60% Bid Documents (Water) Total 52 2,422 4,247 6,669 703 7,372 0 0 7,372Subtask 0702: 90% Bid Documents Total179 10,696 18,752 29,448 3,102 32,550 0 0 32,550Subtask 0702W: 90% Bid Documents (Water) Total 20 844 1,480 2,325 245 2,569 0 0 2,569Subtask 0703: 100% "Proof" Bid Documents Total 73 4,352 7,630 11,983 1,262 13,245 0 0 13,245Subtask 0704: Final Bid Documents Total26 1,585 2,778 4,363 460 4,823 0 0 4,823Task 07: Plans, Specifications and Estimate Total73241,59072,911114,50012,061126,56100126,561Exhibit D-2Summary of Consultant Costs - Estimated by Task Task 08: Right-of-Way AcuisitionSubtask 0801SC: RES Group Subconsultant Total31,673 31,673Subtask 0802: Engineering Support of Right-of-Way Acquisition Total 16 1,241 2,176 3,417 360 3,777 0 0 3,777Task 08: Right-of-Way Acuisition Total161,2412,1763,4173603,77731,673035,450Task 09: Assistance During BiddingSubtask 0901: Assistance During Bidding Total32 2,016 3,533 5,549 585 6,134 0 0 6,134Task 09: Assistance During Bidding Total322,0163,5335,5495856,134006,134Task 10: Assistance During ConstructionSubtask 1001: Assistance During Construction Total 96 6,069 10,640 16,710 1,760 18,470 0 0 18,470Task 10: Assistance During Construction Total966,06910,64016,7101,76018,4700018,470Task EXP: ExpensesSubtask EXP01: Expenses - Task 01 Total1,900 1,900Subtask EXP02: Expenses - Task 02 Total350 350Subtask EXP03: Expenses - Task 03 Total650 650Task EXP: Expenses Total2,9002,900Task MRF: Management ReserveSubtask MRF00: Management Reserve Total30,000 30,000Task MRF: Management Reserve Total30,00030,000HoursDirect SalaryCostOverhead175.31%DSC + OHFee Amount29.00%TotalIncluding FeeSubconsultants Expenses TotalProject Totals:1,49184,518148,169232,68724,510257,197112,64048,400418,23718,18,18,18,418,237,23418,237418,237418,237,23418,237,23418,2376418,237418,23765 June 24, 2021 Parametrix, Inc. 1019 39th Avenue SE, Suite 100 Puyallup, WA 98374-2215 Subject: Acceptance FYE 2020 ICR Cognizant Review Dear Janice Walden: We have accepted your firms FYE 2020 Indirect Cost Rate (ICR) of 175.31% of Combined/Corporate (rate includes 0.20% Facilities Capital Cost of Money) based on WSDOT Audit Office. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consultantrates@wsdot.wa.gov. Regards; ERIK K. JONSON Contract Services Manager EKJ:ah We have accepted your firms FYE 2020 Indirect Cost Rate (ICR) of 175.31% of O/H Certification; Nov 2010 Certification of Final Indirect Costs Firm Name:Parametrix, Inc. Indirect Cost Rate Proposal: 17% Date of Proposal Preparation (mm/dd/yyyy): /1/2021 Fiscal Period Covered (mm/dd/yyyy to mm/dd/yyyy): 01/04/2020 - 01/01/2021 (FY 2020) I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief: 1.) All costs included in this proposal to establish final indirect cost rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (FAR) of title 48, Code of Federal Regulations (CFR), part 31. 2.) This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR 31. All known material transactions or events that have occurred affecting the firm’s ownership, organization and indirect cost rates have been disclosed. Signature: ________________________________________________________________ Name of Certifying Official* (Print): Holli Moeini Title: CFO, Executive VP Date of Certification (mm/dd/yyyy): 0//2021 *The “Certifying Official” must be an individual executive or financial officer of the firm at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has the authority to represent the financial information utilized to establish the indirect cost rate for use under Agency contracts. Ref. FHWA Directive 4470.1A available on line at: http://www.fhwa.dot.gov/legsregs/directives/orders/44701a.htm __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ 3DUDPHWUL[,QF )< +ROOL0RHLQL ([HF93DQG&)2 PARAMETRIX,INC. StatementofDirectLabor,FringeBenefitsandGeneralOverhead FortheFiscalYearEndedJanuary1,2021 Seeaccompanyingnotes.CNFSDONOTEMAIL Ͳ3Ͳ GeneralLedger Balanceforthe (Restated) (Restated) FiscalYearEnded Unallowable Proposed January1,2021 Expenses Ref. Amount Percent DirectLabor $32,703,577 $Ͳ $32,703,577100.00% FringeBenefits: Vacation,sickleave,holidays 6,993,575Ͳ6,993,57521.38% Payrolltaxes 4,290,973 (27,405) E 4,263,56813.04% Medicalinsurance 4,701,457Ͳ4,701,45714.38% ESOPretirementplan 8,543,503Ͳ8,543,50326.12% Otheremployeebenefits 912,000 (592,800)W 319,2000.98% TotalFringeBenefits 25,441,508 (620,205)24,821,30375.90% GeneralOverhead: Administrativesalaries 10,134,450 (114,189)A 10,020,26130.64% Trainingsalaries 572,267Ͳ572,2671.75% Bonuses/misc.salaries 5,840,007 (1,219,286)B 4,620,72114.13% Directsellingsalaries 1,082,004Ͳ1,082,0043.31% Bidandproposalsalaries 3,140,806Ͳ3,140,8069.60% Advertisingexpense 93,689 (93,689)CͲ0.00% Directsellingexpenses 61,948 (20,454)D 41,4940.13% Excisetaxes 1,678,447Ͳ1,678,4475.13% Insurance 725,663Ͳ725,6632.22% Officerent 4,219,488 (145,531)F 4,073,95712.46% Officeexpensesandsupplies 240,581 (85,619)G 154,9620.47% Staffappreciation/awards 60,176 (46,363)H 13,8130.04% Printing,copier/printersupplies 46,522 (1,554)I 44,9680.14% Telephone 404,815Ͳ404,8151.24% Depreciation(includinggain/lossondisposal)1,752,598Ͳ1,752,5985.36% Amortization 3,472 (3,472)JͲ0.00% Businessmeals 10,570 (10,570)KͲ0.00% Autoexpense 235,916 (12,070)L 223,8460.68% BilledinͲhouseautos (220,898)Ͳ(220,898)Ͳ0.68% Officetravel 194,441 (44,454)M 149,9870.46% Subscriptions,librarymaterial 70,400Ͳ70,4000.22% Dues 129,652 (23,806)N 105,8460.32% Donations 103,949 (103,949)OͲ0.00% Professionallicenses 22,613Ͳ22,6130.07% Postage,couriers,freight 26,440Ͳ26,4400.08% Training/education 221,906 (5,778)P 216,1280.66% Fieldequipment/supplies 8,204Ͳ8,2040.03% Surveyequipment/supplies 91,167Ͳ91,1670.28% Healthandsafetyequipment/supplies 52,413Ͳ52,4130.16% BilledinͲhouseequipment (335,858)Ͳ(335,858)Ͳ1.03% Officefurniture7,923Ͳ7,9230.02% Officeequipment222,480 (5,328)Q 217,1520.66% Computersupplies,circuits 366,162Ͳ366,1621.12% Software/maintenance 2,153,090Ͳ2,153,0906.58% Recruitingcosts 50,883 (3,612)R 47,2710.14% Payroll,legalandaudit 192,985 (14,282)S 178,7030.55% Consultingservices 700,553 (117,650)S 582,9031.78% Baddebts 85,721 (85,721)TͲ0.00% Officemoving/remodeling 14,389Ͳ14,3890.04% Personalpropertytaxes 46,200Ͳ46,2000.14% Utilities/buildingmaintenance 69,646Ͳ69,6460.21% Finance,bankcharges 97,446 (72,685)U 24,7610.08% TotalGeneralOverhead 34,675,326(2,230,062)32,445,26499.21% TotalIndirectCosts 60,116,834$(2,850,267)$57,266,567$175.11% PercentageofDirectLabor(LessFCC)183.82%175.11% Facilitiescostofcapital(FCC)65,190 V 65,190 0.20% 57,331,757$ PercentageofDirectLabor(IncludesFCC)175.31% Description PARAMETRIX,INC. StatementofDirectLabor,FringeBenefitsandGeneralOverhead(Continued) FortheFiscalYearEndedJanuary1,2021 Seeaccompanyingnotes.CNFSDONOTEMAIL Ͳ4Ͳ References A. Laborcostsincurredindefenseofcontractperformanceissuesper48CFR31.205Ͳ47(f)(5)(A);Collectioncosts unallowableper48CFR31.205Ͳ3;OrganizationalCostpertainingtoacquisitionper31.205Ͳ27. B. Sharevaluebasedbonusesunallowableper48CFR31.205Ͳ6(i);Limitationonallowabilityofseniorexecutive compensationper31.205Ͳ6(p);Personalvehicleuseunallowableper48CFR31.205Ͳ6(m)(2).Giftsunallowableper48 CFR31.205Ͳ13(b). C. Nonallowablepublicrelationsandadvertisingcostsper31.205Ͳ1;Promotionalmaterialsunallowableper48CFR 31.205Ͳ1(f)(5). D. Entertainmentunallowableper48CFR31.205Ͳ14;Alcoholunallowableper48CFR31.205Ͳ51;Excesslodgingandper diemunallowableper48CFR31.205Ͳ46. E. Fringebenefitsassociatedwithlabordeemedunallowableper48CFR31.201Ͳ6(a). F. Priorperiodcostunallowableper31.203(g). G. Giftunallowableper48CFR31.205Ͳ13(b). H. Entertainmentunallowableper48CFR31.205Ͳ14;Giftsunallowableper48CFR31.205Ͳ13(b);Alcoholunallowableper 48CFR31.205Ͳ51. I. Priorperiodcostunallowableper31.203(g). J. Amortizationunallowableper48CFR31Ͳ205.49. K. Entertainmentunallowableper48CFR31.205Ͳ14;Alcoholunallowableper48CFR31.205Ͳ51. L. Personalvehicleuseunallowableper48CFR31.205Ͳ6(m)(2). M. Entertainmentunallowableper48CFR31.205Ͳ14;Alcoholunallowableper48CFR31.205Ͳ51;Excesslodgingandper diemunallowableper48CFR31.205Ͳ46. N. Duestosocialclubsunallowableper48CFR31.205Ͳ1(f)(7),31.205Ͳ14;Lobbyingunallowableper48CFR31.205Ͳ22(c). O. Donationsunallowableper48CFR31.205Ͳ8. P. Excesslodgingandperdiemunallowableper48CFR31.205Ͳ46;Alcoholunallowableper48CFR31.205Ͳ51. Q. Priorperiodcostunallowableper31.203(g). R. Excesslodgingandperdiemunallowableper48CFR31.205Ͳ46;Entertainmentunallowableper48CFR31.205Ͳ14. S. Legalcostsincurredindefenseofcontractperformanceissuesper48CFR31.205Ͳ47(f)(5)(A);OrganizationalCost pertainingtoacquisitionper31.205Ͳ27;Nonallowablepublicrelationsandadvertisingcostsper31.205Ͳ1. T. Baddebtunallowableper48CFR31.205Ͳ3. U. Interest,latefeesunallowableper48CFR31.205Ͳ20. V. Costofmoneyadjustmentsper48CFR31.205Ͳ10(a). W. Disasterreliefpaymentsdeemedunallowableper48CFR31.201Ͳ2,31.201Ͳ3and31.201Ͳ4. Exhibit E Sub-consultant Cost Computations 7KHUH LVQ¶W DQ\ VXEFRQVXOWDQW SDUWLFLSDWLRQ DW WKLV WLPH 7KH &2168/7$17 VKDOO QRW VXEFRQWUDFW IRU WKH SHUIRUPDQFH RI DQ\ ZRUN XQGHU WKLV$*5((0(17 ZLWKRXW SULRU ZULWWHQ SHUPLVVLRQ RI WKH$*(1&< 5HIHU WR VHFWLRQ 9, ³6XE&RQWUDFWLQJ´ RI WKLV$*5((0(17 Agreement Number: Exhibit E /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 1 of 1 See attached Exhibits for the following Sub-consultants. E-1: 1 Alliance Geomatics Surveying & Mapping (Scope Task 2.2 - Budget Subtask 0202SC; and Scope Tasks 6.1 and 6.2 - Budget Subtask 0600SC ) E-2: RES Group NW - ROW Plan-Design Phase (Scope Task 2.4 - Budget Subtask 0204SC) E-3: RES Group NW - ROW Phase (Scope Task 8.1 - Budget Subtask 0801SC) E-4: HWA Geosciences, Inc. (Scope Task 5 - Budget Subtask 0501SC) Project: 6th Street Pavement Preservation Phase III - Naval to Warren 1 Alliance Geomatics Surveying & Mapping - Scope Tasks 2.2, 6.1 and 6.2 Direct Salary Cost (DSC): Classification Man Hours =Rate =Cost Principal Survey 7 X $98.00 $686 Project Manager 16 X $69.00 $1,104 PLS 70.5 X $51.50 $3,631 Assist PM 2 X $50.00 $100 CADD 5 114 X $47.70 $5,438 Tech 5 70 X $47.70 $3,339 Tech 3 70 X $36.50 $2,555 Admin 2 X $31.00 $62 X $0 X $0 Total DSC =$16,915 Overhead (OH Cost -- including Salary Additives): OH Rate x DSC of 109.19 % x $$16,915 $18,469 Fixed Fee (FF): FF Rate x DSC of 29 % x $$16,915 $4,905 Reimbursables: Non Invoiced (mileage, repro,ect.)$573 Invoiced (sub-c, rental, ect.)$6,000 Grand Total $46,862 Chuck Schott, P.E.Date:ϬϯͬϮϴ/2022 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Exhibit E-1 Subconsultant Cost Computations Agreement Number: Hours August 2, 2021 1 Alliance Geomatics, LLC 1261 A 120th Avenue NE Bellevue, WA 98005 Subject: Acceptance FYE 2020 ICR Risk Assessment Review Dear Michael Paradis: Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2020 ICR of 109.19% of direct labor. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consultantrates@wsdot.wa.gov. Regards; ERIK K. JONSON Contract Services Manager EKJ:ah Project: 6th Street Pavement Preservation Phase III - Navel to Warren Sub Consultant : RES Group NW (Right-of-Way Planning / Design Phase) - Scope Task 2.4 Direct Salary Cost (DSC): Classification Man Hours =Rate =Cost Project Coordinator 10 X $69.50 $695 Senior Acquisition Agent 16 X $69.50 $1,112 X $0 X $0 X $0 X $0 Total DSC =$1,807 Overhead (OH Cost -- including Salary Additives): OH Rate x DSC of 58.01 % x $$1,807 $1,048 Fixed Fee (FF): FF Rate x DSC of 29 % x $$1,807 $524 Reimbursables: SOVA Appraisal $7,500 Mileage (at 0.585/ Mi.)$200 $7,700 Grand Total $11,079 Chuck Schott, P.E.Date:ϬϯͬϮϴ/2022 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Exhibit E-2 Subconsultant Cost Computations Agreement Number: Hours Project: 6th Street Pavement Preservation Phase III - Navel to Warren Sub Consultant : RES Group NW (Right-of-Way Acquistion Phase) - Scope Task 8.1 Direct Salary Cost (DSC): Classification Man Hours =Rate =Cost Senior Acquisition Agent 180 X $69.50 $12,510 Senior Acquisition Agent 16 X $69.50 $1,112 Project Manager 40 X $69.50 $2,780 X $0 X $0 X $0 Total DSC =$16,402 Overhead (OH Cost -- including Salary Additives): OH Rate x DSC of 58.01 % x $$16,402 $9,515 Fixed Fee (FF): FF Rate x DSC of 29 % x $$16,402 $4,757 Reimbursables: Mileage & Postage $1,000 $1,000 Subconsultants: Grand Total $31,673 Chuck Schott, P.E.Date:ϬϯͬϮϴ/2022 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Exhibit E-3 Subconsultant Cost Computations Agreement Number: Hours June 20, 2021 RES Group NW, LLC 624 S Lander Street #202 Seattle, WA 98134 Subject: Acceptance FYE 2020 ICR Audit Office Review Dear Sonja Davis: 20 Indirect Cost Rate (ICR) of 58.01% of direct labor. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consultantrates@wsdot.wa.gov. Regards; ERIK K. JONSON Contract Services Manager EKJ:ah Project: 6th Street Pavement Preservation Phase III - Naval to Warren HWA Geosciences - Scope Task 5 Direct Salary Cost (DSC): Classification Man Hours =Rate =Cost Geologist VIII 3 X $76.00 $228 Engineer VIII 38 X $78.00 $2,964 Geologist IV 38 X $41.00 $1,558 Contracts 2 X $41.00 $82 CAD 6 X $31.00 $186 Clerical 1 X $30.00 $30 X $0 Total DSC =$5,048 Overhead (OH Cost -- including Salary Additives): OH Rate x DSC of 163.90 % x $$5,048 $8,274 Fixed Fee (FF): FF Rate x DSC of 29 % x $$5,048 $1,464 Reimbursables: Mileage (at .585 / Mi)$200 Drilling Subcontractor $6,000 Ferry $100 Traffic Control (Arrowboard / Signs / Ect.)$550 Laboratory Testing $1,390 $8,240 Grand Total $23,026 Chuck Schott, P.E.Date:ϬϯͬϮϴ/2022 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Exhibit E-4 Subconsultant Cost Computations Agreement Number: Hours September 9, 2021 HWA GeoSciences, Inc. 21312 30th Drive SE, Suite 110 Bothell, WA 98021 Subject: Acceptance FYE 2020 ICR CPA Report Dear Vasiliy Babko: We have accepted your firms FYE 2020 Indirect Cost Rate (ICR) of 163.90% of direct labor (rate includes 0.22% Facilities Capital Cost of Money) Thomas W. Maxwell, CPA. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consultantrates@wsdot.wa.gov. Regards; ERIK K. JONSON Contract Services Manager EKJ:ah Agreement Number ____________/RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV )L[HG)HH&RQVXOWDQW$JUHHPHQWRevised //201 Exhibit FTitle VI Assurances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greement Number ____________/RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV )L[HG)HH&RQVXOWDQW$JUHHPHQWRevised //201 Exhibit FTitle VI Assurances$SSHQGL[$ ( $33(1',;( 'XULQJWKHSHUIRUPDQFHRIWKLVFRQWUDFWWKHFRQWUDFWRUIRULWVHOILWVDVVLJQHHVDQGVXFFHVVRUVLQLQWHUHVW KHUHLQDIWHUUHIHUUHGWRDVWKHFRQWUDFWRUDJUHHVWRFRPSO\ZLWKWKHIROORZLQJQRQGLVFULPLQDWLRQVWDWXWHV DQGDXWKRULWLHVLQFOXGLQJEXWQRWOLPLWHGWR 3HUWLQHQW1RQ'LVFULPLQDWLRQ$XWKRULWLHV v 7LWOH9,RIWKH&LYLO5LJKWV$FWRI86&GHWVHTVWDWSURKLELWV GLVFULPLQDWLRQRQWKHEDVLVRIUDFHFRORUQDWLRQDORULJLQDQG&)53DUW v 7KH8QLIRUP5HORFDWLRQ$VVLVWDQFHDQG5HDO3URSHUW\$FTXLVLWLRQ3ROLFLHV$FWRI86& SURKLELWVXQIDLUWUHDWPHQWRISHUVRQVGLVSODFHGRUZKRVHSURSHUW\KDVEHHQDFTXLUHGEHFDXVHRI )HGHUDORU)HGHUDODLGSURJUDPVDQGSURMHFWV v )HGHUDO$LG+LJKZD\$FWRI86&HWVHTSURKLELWVGLVFULPLQDWLRQRQWKHEDVLVRI VH[ v 6HFWLRQRIWKH5HKDELOLWDWLRQ$FWRI86&HWVHTDVDPHQGHGSURKLELWV GLVFULPLQDWLRQRQWKHEDVLVRIGLVDELOLW\DQG&)53DUW v 7KH$JH'LVFULPLQDWLRQ$FWRIDVDPHQGHG86&HWVHTSURKLELWVGLVFULPLQDWLRQ RQWKHEDVLVRIDJH v $LUSRUWDQG$LUZD\,PSURYHPHQW$FWRI86&6HFWLRQDVDPHQGHGSURKLELWV GLVFULPLQDWLRQEDVHGRQUDFHFUHHGFRORUQDWLRQDORULJLQRUVH[ v 7KH&LYLO5LJKWV5HVWRUDWLRQ$FWRI3/%URDGHQHGWKHVFRSHFRYHUDJHDQG DSSOLFDELOLW\RI7LWOH9,RIWKH&LYLO5LJKWV$FWRI7KH$JH'LVFULPLQDWLRQ$FWRIDQG 6HFWLRQRIWKH5HKDELOLWDWLRQ$FWRIE\H[SDQGLQJWKHGHILQLWLRQRIWKHWHUPVSURJUDPVRU DFWLYLWLHVWRLQFOXGHDOORIWKHSURJUDPVRUDFWLYLWLHVRIWKH)HGHUDODLGUHFLSLHQWVVXEUHFLSLHQWVDQG FRQWUDFWRUVZKHWKHUVXFKSURJUDPVRUDFWLYLWLHVDUH)HGHUDOO\IXQGHGRUQRW v 7LWOHV,,DQG,,,RIWKH$PHULFDQVZLWK'LVDELOLWLHV$FWZKLFKSURKLELWGLVFULPLQDWLRQRQWKHEDVLVRI GLVDELOLW\LQWKHRSHUDWLRQRISXEOLFHQWLWLHVSXEOLFDQGSULYDWHWUDQVSRUWDWLRQV\VWHPVSODFHVRISXEOLF DFFRPPRGDWLRQDQGFHUWDLQWHVWLQJHQWLWLHV86&DVLPSOHPHQWHGE\ 'HSDUWPHQWRI7UDQVSRUWDWLRQUHJXODWLRQVDW&)5SDUWVDQG v 7KH)HGHUDO$YLDWLRQ$GPLQLVWUDWLRQ V1RQGLVFULPLQDWLRQVWDWXWH86&SURKLELWV GLVFULPLQDWLRQRQWKHEDVLVRIUDFHFRORUQDWLRQDORULJLQDQGVH[ v ([HFXWLYH2UGHU)HGHUDO$FWLRQVWR$GGUHVV(QYLURQPHQWDO-XVWLFHLQ0LQRULW\3RSXODWLRQVDQG /RZ,QFRPH3RSXODWLRQVZKLFKHQVXUHVGLVFULPLQDWLRQDJDLQVWPLQRULW\SRSXODWLRQVE\GLVFRXUDJLQJ SURJUDPVSROLFLHVDQGDFWLYLWLHVZLWKGLVSURSRUWLRQDWHO\KLJKDQGDGYHUVHKXPDQKHDOWKRU HQYLURQPHQWDOHIIHFWVRQPLQRULW\DQGORZLQFRPHSRSXODWLRQV v ([HFXWLYH2UGHU,PSURYLQJ$FFHVVWR6HUYLFHVIRU3HUVRQVZLWK/LPLWHG(QJOLVK3URILFLHQF\ DQGUHVXOWLQJDJHQF\JXLGDQFHQDWLRQDORULJLQGLVFULPLQDWLRQLQFOXGHVGLVFULPLQDWLRQEHFDXVHRIOLPLWHG (QJOLVKSURILFLHQF\/(37RHQVXUHFRPSOLDQFHZLWK7LWOH9,\RXPXVWWDNHUHDVRQDEOHVWHSVWR HQVXUHWKDW/(3SHUVRQVKDYHPHDQLQJIXODFFHVVWR\RXUSURJUDPV)HG5HJDWWR v 7LWOH,;RIWKH(GXFDWLRQ$PHQGPHQWVRIDVDPHQGHGZKLFKSURKLELWV\RXIURPGLVFULPLQDWLQJ EHFDXVHRIVH[LQHGXFDWLRQSURJUDPVRUDFWLYLWLHV86&HWVHT Exhibit G &HUWL¿FDWLRQ'RFXPHQWV ([KLELW *D&HUWL¿FDWLRQ RI &RQVXOWDQW ([KLELW *E Exhibit G-2 &HUWL¿FDWLRQ 5HJDUGLQJ 'HEDUPHQW 6XVSHQVLRQ DQG 2WKHU 5HVSRQVLELOLW\ 0DWWHUV 3ULPDU\ &RYHUHG 7UDQVDFWLRQV ([KLELW *&HUWL¿FDWLRQ 5HJDUGLQJ WKH 5HVWULFWLRQV RI WKH 8VH RI )HGHUDO )XQGV IRU /REE\LQJ Exhibit G-4 &HUWL¿FDWH RI &XUUHQW &RVW RU 3ULFLQJ 'DWD Agreement Number: Page 1 of 1 Exhibit */RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHG &HUWLILFDWLRQ RI City of Bremerton ([KLELW *D &HUWL¿FDWLRQ RI &RQVXOWDQW , KHUHE\ FHUWLI\ WKDW , DP WKH DQG GXO\ DXWKRUL]HG UHSUHVHQWDWLYH RI WKH ¿UP RI ZKRVH DGGUHVV LV DQG WKDW QHLWKHU WKH DERYH ¿UP QRU , KDYH D (PSOR\HG RU UHWDLQHG IRU D FRPPLVVLRQ SHUFHQWDJH EURNHUDJH FRQWLQJHQW IHH RU RWKHU FRQVLGHUDWLRQ DQ\ ¿UP RU SHUVRQ RWKHU WKDQ D ERQD ¿GH HPSOR\HH ZRUNLQJ VROHO\ IRU PH RU WKH DERYH &2168/7$17 WR VROLFLW RU VHFXUH WKLV$*5((0(17 E $JUHHG DV DQ H[SUHVV RU LPSOLHG FRQGLWLRQ IRU REWDLQLQJ WKLV FRQWUDFW WR HPSOR\ RU UHWDLQ WKH VHUYLFHV RI DQ\ ¿UP RU SHUVRQ LQ FRQQHFWLRQ ZLWK FDUU\LQJ RXW WKLV$*5((0(17 RU F 3DLG RU DJUHHG WR SD\ WR DQ\ ¿UP RUJDQL]DWLRQ RU SHUVRQ RWKHU WKDQ D ERQD ¿GH HPSOR\HH ZRUNLQJ VROHO\ IRU PH RU WKH DERYH &2168/7$17 DQ\ IHH FRQWULEXWLRQ GRQDWLRQ RU FRQVLGHUDWLRQ RI DQ\ NLQG IRU RU LQ FRQQHFWLRQ ZLWK SURFXULQJ RU FDUU\LQJ RXW WKLV$*5((0(17 H[FHSW DV KHUHE\ H[SUHVVO\ VWDWHG LI DQ\ , DFNQRZOHGJH WKDW WKLV FHUWL¿FDWH LV WR EH IXUQLVKHG WR WKH DQG WKH )HGHUDO +LJKZD\$GPLQLVWUDWLRQ 86 'HSDUWPHQW RI 7UDQVSRUWDWLRQ LQ FRQQHFWLRQ ZLWK WKLV $*5((0(17 LQYROYLQJ SDUWLFLSDWLRQ RI )HGHUDODLG KLJKZD\ IXQGV DQG LV VXEMHFW WR DSSOLFDEOH 6WDWH DQG )HGHUDO ODZV ERWK FULPLQDO DQG FLYLO Consultant (Firm Name) 6LJQDWXUH$XWKRUL]HG2I¿FLDORI&RQVXOWDQWDate Agreement Number: Page 1 of 1 Exhibit */RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHG Parametrix, Inc. 1019 39th Avenue SE, Suite 100, Puyallup, WA 98374 Washington State Departement of Transportation Parametrix, Inc. 3/28/2022 ([KLELW *E &HUWL¿FDWLRQ RI , KHUHE\ FHUWLI\ WKDW , DP WKH 2WKHU of the DQG RU LWV UHSUHVHQWDWLYH KDV QRW EHHQ UHTXLUHG GLUHFWO\ RU LQGLUHFWO\ DV DQ H[SUHVV RU LPSOLHG FRQGLWLRQ LQ FRQQHFWLRQ ZLWK REWDLQLQJ RU FDUU\LQJ RXW WKLV$*5((0(17 WR D (PSOR\ RU UHWDLQ RU DJUHH WR HPSOR\ WR UHWDLQ DQ\ ¿UP RU SHUVRQ RU E 3D\ RU DJUHH WR SD\ WR DQ\ ¿UP SHUVRQ RU RUJDQL]DWLRQ DQ\ IHH FRQWULEXWLRQ GRQDWLRQ RU FRQVLGHUDWLRQ RI DQ\ NLQG H[FHSW DV KHUHE\ H[SUHVVO\ VWDWHG LI DQ\ , DFNQRZOHGJH WKDW WKLV FHUWL¿FDWH LV WR EH IXUQLVKHG WR WKH DQG WKH )HGHUDO +LJKZD\$GPLQLVWUDWLRQ 86 'HSDUWPHQW RI 7UDQVSRUWDWLRQ LQ FRQQHFWLRQ ZLWK WKLV $*5((0(17 LQYROYLQJ SDUWLFLSDWLRQ RI )HGHUDODLG KLJKZD\ IXQGV DQG LV VXEMHFW WR DSSOLFDEOH 6WDWH DQG )HGHUDO ODZV ERWK FULPLQDO DQG FLYLO Signature Date Agreement Number: Page 1 of 1 Exhibit */RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHG City of Bremerton City of Bremerton Parametrix, Inc. Washington State Department of Transportation ([KLELW * &HUWL¿FDWLRQ 5HJDUGLQJ 'HEDUPHQW 6XVSHQVLRQ DQG 2WKHU Responsibility Matters - Primary Covered Transactions , 7KH SURVSHFWLYH SULPDU\ SDUWLFLSDQW FHUWL¿HV WR WKH EHVW RI LWV NQRZOHGJH DQG EHOLHI WKDW LW DQG LWV SULQFLSDOV $ $UH QRW SUHVHQWO\ GHEDUUHG VXVSHQGHG SURSRVHG IRU GHEDUPHQW GHFODUHG LQHOLJLEOH RU YROXQWDULO\ H[FOXGHG IURP FRYHUHG WUDQVDFWLRQV E\ DQ\ )HGHUDO GHSDUWPHQW RU DJHQF\ % +DYH QRW ZLWKLQ D WKUHH \HDU SHULRG SUHFHGLQJ WKLV SURSRVDO EHHQ FRQYLFWHG RI RU KDG D FLYLO MXGJPHQW UHQGHUHG DJDLQVW WKHP IRU FRPPLVVLRQ RI IUDXG RU D FULPLQDO RIIHQVH LQ FRQQHFWLRQ ZLWK REWDLQLQJ DWWHPSWLQJ WR REWDLQ RU SHUIRUPLQJ D SXEOLF )HGHUDO 6WDWH RU ORFDO WUDQVDFWLRQ RU FRQWUDFW XQGHU D SXEOLF WUDQVDFWLRQ YLRODWLRQ RI )HGHUDO RU 6WDWH DQWLWUXVW VWDWXHV RU FRPPLVVLRQ RI HPEH]]OHPHQW WKHIW IRUJHU\ EULEHU\ IDOVL¿FDWLRQ RU GHVWUXFWLRQ RI UHFRUGV PDNLQJ IDOVH VWDWHPHQWV RU UHFHLYLQJ VWROHQ SURSHUW\ & $UH QRW SUHVHQWO\ LQGLFWHG IRU RU RWKHUZLVH FULPLQDOO\ RU FLYLOO\ FKDUJHG E\ D JRYHUQPHQWDO HQWLW\ )HGHUDO 6WDWH RU ORFDO ZLWK FRPPLVVLRQ RI DQ\ RI WKH RIIHQVHV HQXPHUDWHG LQ SDUDJUDSK E RI WKLV FHUWL¿FDWLRQ DQG ' +DYH QRW ZLWKLQ D WKUHH \HDU SHULRG SUHFHGLQJ WKLV DSSOLFDWLRQ SURSRVDO KDG RQH RU PRUH SXEOLF WUDQVDFWLRQV )HGHUDO 6WDWH DQG ORFDO WHUPLQDWHG IRU FDXVH RU GHIDXOW ,, :KHUH WKH SURVSHFWLYH SULPDU\ SDUWLFLSDQW LV XQDEOH WR FHUWLI\ WR DQ\ RI WKH VWDWHPHQWV LQ WKLV FHUWL¿FDWLRQ VXFK SURVSHFWLYH SDUWLFLSDQW VKDOO DWWDFK DQ H[SODQDWLRQ WR WKLV SURSRVDO Consultant (Firm Name) 6LJQDWXUH$XWKRUL]HG2I¿FLDORI&RQVXOWDQWDate Agreement Number: Page 1 of 1 Exhibit */RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHG Parametrix Inc. 3/28/2022 ([KLELW * &HUWL¿FDWLRQ 5HJDUGLQJ WKH 5HVWULFWLRQV RI WKH 8VH RI )HGHUDO )XQGV for Lobbying 7KH SURVSHFWLYH SDUWLFLSDQW FHUWL¿HV E\ VLJQLQJ DQG VXEPLWWLQJ WKLV ELG RU SURSRVDO WR WKH EHVW RI KLV RU KHU NQRZOHGJH DQG EHOLHI WKDW 1R )HGHUDO DSSURSULDWHG IXQGV KDYH EHHQ SDLG RU ZLOO EH SDLG E\ RU RQ EHKDOI RI WKH XQGHUVLJQHG WR DQ\ SHUVRQ IRU LQÀXHQFLQJ RU DWWHPSWLQJ WR LQÀXHQFH DQ RI¿FHU RU HPSOR\HH RI DQ\ )HGHUDO DJHQF\ D 0HPEHU RI &RQJUHVV DQ RI¿FHU RU HPSOR\HH RI &RQJUHVV RU DQ\ HPSOR\HH RI D 0HPEHU RI &RQJUHVV LQ FRQQHFWLRQ ZLWK WKH DZDUGLQJ RI DQ\ )HGHUDO FRQWUDFW WKH PDNLQJ RI DQ\ )HGHUDO JUDQW WKH PDNLQJ RI DQ\ )HGHUDO ORDQ WKH HQWHULQJ LQWR RI DQ\ FRRSHUDWLYH$*5((0(17 DQG WKH H[WHQVLRQ FRQWLQXDWLRQ UHQHZDO DPHQGPHQW RU PRGL¿FDWLRQ RI )HGHUDO FRQWUDFW JUDQW ORDQ RU FRRSHUDWLYH$*5((0(17 ,I DQ\ IXQGV RWKHU WKDQ )HGHUDO DSSURSULDWHG IXQGV KDYH EHHQ SDLG RU ZLOO EH SDLG WR DQ\ SHUVRQ IRU LQÀXHQFLQJ RU DWWHPSWLQJ WR LQÀXHQFH DQ RI¿FHU RU HPSOR\HH RI DQ\ )HGHUDO DJHQF\ D 0HPEHU RI &RQJUHVV DQ RI¿FHU RU HPSOR\HH RI &RQJUHVV RU DQ HPSOR\HH RI D 0HPEHU RI &RQJUHVV LQ FRQQHFWLRQ ZLWK WKLV )HGHUDO FRQWUDFW JUDQW ORDQ RU FRRSHUDWLYH$*5((0(17 WKH XQGHUVLJQHG VKDOO FRPSOHWH DQG VXEPLW 6WDQGDUG )RUP /// ³'LVFORVXUH )RUP WR 5HSRUW /REE\LQJ´ LQ DFFRUGDQFH ZLWK LWV LQVWUXFWLRQV 7KLV FHUWL¿FDWLRQ LV D PDWHULDO UHSUHVHQWDWLRQ RI IDFW XSRQ ZKLFK UHOLDQFH ZDV SODFHG ZKHQ WKLV WUDQVDFWLRQ ZDV PDGH RU HQWHUHG LQWR 6XEPLVVLRQ RI WKLV FHUWL¿FDWLRQ LV D SUHUHTXLVLWH IRU PDNLQJ RU HQWHULQJ LQWR WKLV WUDQVDFWLRQ LPSRVHG E\ 6HFWLRQ 7LWOH 86 &RGH $Q\ SHUVRQ ZKR IDLOV WR ¿OH WKH UHTXLUHG FHUWL¿FDWLRQ VKDOO EH VXEMHFW WR D FLYLO SHQDOW\ RI QRW OHVV WKDQ DQG QRW PRUH WKDQ IRU HDFK VXFK IDLOXUH 7KH SURVSHFWLYH SDUWLFLSDQW DOVR DJUHHV E\ VXEPLWWLQJ KLV RU KHU ELG RU SURSRVDO WKDW KH RU VKH VKDOO UHTXLUH WKDW WKH ODQJXDJH RI WKLV FHUWL¿FDWLRQ EH LQFOXGHG LQ DOO ORZHU WLHU VXEFRQWUDFWV ZKLFK H[FHHG DQG WKDW DOO VXFK VXEUHFLSLHQWV VKDOO FHUWLI\ DQG GLVFORVH DFFRUGLQJO\ Consultant (Firm Name) 6LJQDWXUH$XWKRUL]HG2I¿FLDORI&RQVXOWDQWDate Agreement Number: Page 1 of 1 Exhibit */RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHG Parametrix, Inc. 3/28/2022 ([KLELW * &HUWL¿FDWH RI &XUUHQW &RVW RU 3ULFLQJ 'DWD 7KLV LV WR FHUWLI\ WKDW WR WKH EHVW RI P\ NQRZOHGJH DQG EHOLHI WKH FRVW RU SULFLQJ GDWD DV GH¿QHG LQ VHFWLRQ RI WKH )HGHUDO$FTXLVLWLRQ 5HJXODWLRQ )$5 DQG UHTXLUHG XQGHU )$5 VXEVHFWLRQ VXEPLWWHG HLWKHU DFWXDOO\ RU E\ VSHFL¿F LGHQWL¿FDWLRQ LQ ZULWLQJ WR WKH &RQWUDFWLQJ 2I¿FHU RU WR WKH &RQWUDFWLQJ 2I¿FHU¶V UHSUHVHQWDWLYH LQ VXSSRUW RI * DUH DFFXUDWH FRPSOHWH DQG FXUUHQW **as of 7KLV FHUWL¿FDWLRQ LQFOXGHV WKH FRVW RU SULFLQJ GDWD VXSSRUWLQJ DQ\ DGYDQFH$*5((0(17¶V DQG IRUZDUG SULFLQJ UDWH$*5((0(17¶V EHWZHHQ WKH RIIHU RU DQG WKH *RYHUQPHQW WKDW DUH SDUW RI WKH SURSRVDO Firm: Signature Title Date of Execution***: *,GHQWLI\ WKH SURSRVDO TXRWDWLRQ UHTXHVW IRU SULFLQJ DGMXVWPHQW RU RWKHU VXEPLVVLRQ LQYROYHG JLYLQJ WKH DSSURSULDWH LGHQWLI\LQJ QXPEHU HJ SURMHFW WLWOH ,QVHUW WKH GD\ PRQWK DQG \HDU ZKHQ SULFH QHJRWLDWLRQV ZHUH FRQFOXGHG DQG SULFH$*5((0(17 ZDV UHDFKHG ,QVHUW WKH GD\ PRQWK DQG \HDU RI VLJQLQJ ZKLFK VKRXOG EH DV FORVH DV SUDFWLFDEOH WR WKH GDWH ZKHQ WKH SULFH QHJRWLDWLRQV ZHUH FRQFOXGHG DQG WKH FRQWUDFW SULFH ZDV DJUHHG WR Agreement Number: Page 1 of 1 Exhibit */RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHG March 28, 2022 6th Street Pavement Preservation Phase III Parametrix, Inc. Regional Division Manager March 28, 2022 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased 7KH SURIHVVLRQDO OLDELOLW\ OLPLW RI WKH &2168/7$17 WR WKH$*(1&< LGHQWL¿HG LQ 6HFWLRQ ;,,/HJDO 5HODWLRQV DQG ,QVXUDQFH RI WKLV$JUHHPHQW LV DPHQGHG WR 7KH &2168/7$17 VKDOO SURYLGH 3URIHVVLRQDO /LDELOLW\ LQVXUDQFH ZLWK PLQLPXP SHU RFFXUUHQFH OLPLWV LQ WKH DPRXQW RI 6XFK LQVXUDQFH FRYHUDJH VKDOO EH HYLGHQFHG E\ RQH RI WKH IROORZLQJ PHWKRGV &HUWL¿FDWH RI ,QVXUDQFH 6HOILQVXUDQFH WKURXJK DQ LUUHYRFDEOH /HWWHU RI &UHGLW IURP D TXDOL¿HG ¿QDQFLDO LQVWLWXWLRQ 6HOILQVXUDQFH WKURXJK GRFXPHQWDWLRQ RI D VHSDUDWH IXQG HVWDEOLVKHG H[FOXVLYHO\ IRU WKH SD\PHQW RI SURIHVVLRQDO OLDELOLW\ FODLPV LQFOXGLQJ FODLP DPRXQWV DOUHDG\ UHVHUYHG DJDLQVW WKH IXQG VDIHJXDUGV HVWDEOLVKHG IRU SD\PHQW IURP WKH IXQG D FRS\ RI WKH ODWHVW DQQXDO ¿QDQFLDO VWDWHPHQWV DQG GLVFORVXUH RI WKH LQYHVWPHQW SRUWIROLR IRU WKRVH IXQGV 6KRXOG WKH PLQLPXP 3URIHVVLRQDO /LDELOLW\ LQVXUDQFH OLPLW UHTXLUHG E\ WKH$*(1&< DV VSHFL¿HG DERYH H[FHHG PLOOLRQ SHU RFFXUUHQFH RU WKH YDOXH RI WKH FRQWUDFW ZKLFKHYHU LV JUHDWHU WKHQ MXVWL¿FDWLRQ VKDOO EH VXEPLWWHG WR WKH )HGHUDO +LJKZD\$GPLQLVWUDWLRQ )+:$ IRU DSSURYDO WR LQFUHDVH WKH PLQLPXP LQVXUDQFH OLPLW ,I )+:$DSSURYDO LV REWDLQHG WKH$*(1&< PD\ DW LWV RZQ FRVW UHLPEXUVH WKH &2168/7$17 IRU WKH DGGLWLRQDO SURIHVVLRQDO OLDELOLW\ LQVXUDQFH UHTXLUHG 1RWHV &RVW RI DGGHG LQVXUDQFH UHTXLUHPHQWV ,QFOXGH DOO FRVWV IHH LQFUHDVH SUHPLXPV 7KLV FRVW VKDOO QRW EH ELOOHG DJDLQVW DQ )+:$IXQGHG SURMHFW )RU ¿QDO FRQWUDFWV LQFOXGH WKLV H[KLELW Agreement Number: Exhibit H /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 1 of 1 N/A N/A N/A Exhibit I Alleged Consultant Design Error Procedures 7KH SXUSRVH RI WKLV H[KLELW LV WR HVWDEOLVK D SURFHGXUH WR GHWHUPLQH LI D FRQVXOWDQW¶V DOOHJHG GHVLJQ HUURU LV RI D QDWXUH WKDW H[FHHGV WKH DFFHSWHG VWDQGDUG RI FDUH ,Q DGGLWLRQ LW ZLOO HVWDEOLVK D XQLIRUP PHWKRG IRU WKH UHVROXWLRQ DQGRU FRVW UHFRYHU\ SURFHGXUHV LQ WKRVH LQVWDQFHV ZKHUH WKH DJHQF\ EHOLHYHV LW KDV VXIIHUHG VRPH PDWHULDO GDPDJH GXH WR WKH DOOHJHG HUURU E\ WKH FRQVXOWDQW 6WHS 3RWHQWLDO&RQVXOWDQW'HVLJQ(UURUVLV,GHQWL¿HGE\$JHQF\¶V3URMHFW0DQDJHU $W WKH ¿UVW LQGLFDWLRQ RI SRWHQWLDO FRQVXOWDQW GHVLJQ HUURUV WKH ¿UVW VWHS LQ WKH SURFHVV LV IRU WKH$JHQF\¶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¶V FRQFXUUHQFH WKH SURMHFW PDQDJHU REWDLQV PRUH GHWDLOHG GRFXPHQWDWLRQ WKDQ LV QRUPDOO\ UHTXLUHG RQ WKH SURMHFW ([DPSOHV LQFOXGH DOO GHFLVLRQV DQG GHVFULSWLRQV RI ZRUN SKRWRJUDSKV UHFRUGV RI ODERU PDWHULDOV DQG HTXLSPHQW 6WHS &RQWDFWWKH&RQVXOWDQW5HJDUGLQJWKH$OOHJHG'HVLJQ(UURUV ,I LW LV GHWHUPLQHG WKDW WKHUH LV D QHHG WR SURFHHG IXUWKHU WKH QH[W VWHS LQ WKH SURFHVV LV IRU WKH SURMHFW PDQDJHU WR FRQWDFW WKH FRQVXOWDQW UHJDUGLQJ WKH DOOHJHG GHVLJQ HUURUV DQG WKH PDJQLWXGH RI WKH DOOHJHG HUURUV 7KH SURMHFW PDQDJHU DQG RWKHU DSSURSULDWH DJHQF\ VWDII VKRXOG UHSUHVHQW WKH DJHQF\ DQG WKH FRQVXOWDQW VKRXOG EH UHSUHVHQWHG E\ WKHLU SURMHFW PDQDJHU DQG DQ\ SHUVRQQHO LQFOXGLQJ VXEFRQVXOWDQWV GHHPHG DSSURSULDWH IRU WKH DOOHJHG GHVLJQ HUURUV LVVXH 6WHS $WWHPSWWR5HVROYH$OOHJHG'HVLJQ(UURUZLWK&RQVXOWDQW $IWHU WKH PHHWLQJV ZLWK WKH FRQVXOWDQW KDYH EHHQ FRPSOHWHG UHJDUGLQJ WKH FRQVXOWDQW¶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¶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greement Number: Exhibit I /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 1 of 2 Step 5 Forward Documents to Local Programs )RU IHGHUDOO\ IXQGHG SURMHFWV DOO DYDLODEOH LQIRUPDWLRQ LQFOXGLQJ FRVWV VKRXOG EH IRUZDUGHG WKURXJK WKH 5HJLRQ /RFDO 3URJUDPV (QJLQHHU WR /3 IRU WKHLU UHYLHZ DQG FRQVXOWDWLRQ ZLWK WKH )+:$ /3 ZLOO PHHW ZLWK UHSUHVHQWDWLYHV RI WKH DJHQF\ DQG WKH FRQVXOWDQW WR UHYLHZ WKH DOOHJHG GHVLJQ HUURUV DQG DWWHPSW WR ¿QG D UHVROXWLRQ WR WKH LVVXH ,I QHFHVVDU\ /3 ZLOO UHTXHVW DVVLVWDQFH IURP WKH$WWRUQH\ *HQHUDO¶V 2I¿FH IRU OHJDO LQWHUSUHWDWLRQ /3 ZLOO DOVR LGHQWLI\ KRZ WKH DOOHJHG HUURUV DIIHFWV HOLJLELOLW\ RI SURMHFW FRVWV IRU IHGHUDO UHLPEXUVHPHQW ,I PXWXDO DJUHHPHQW LV UHDFKHG WKH DJHQF\ DQG FRQVXOWDQW DGMXVW WKH VFRSH RI ZRUN DQG FRVWV WR UHÀHFW WKH DJUHHG XSRQ UHVROXWLRQ /3 LQ FRQVXOWDWLRQ ZLWK )+:$ ZLOO LGHQWLI\ WKH DPRXQW RI IHGHUDO SDUWLFLSDWLRQ LQ WKH DJUHHG XSRQ UHVROXWLRQ RI WKH LVVXH ,I PXWXDO DJUHHPHQW LV QRW UHDFKHG WKH DJHQF\ DQG FRQVXOWDQW PD\ VHHN VHWWOHPHQW E\ DUELWUDWLRQ RU E\ OLWLJDWLRQ Agreement Number: Exhibit I /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 2 of 2 Exhibit J Consultant Claim Procedures 7KH SXUSRVH RI WKLV H[KLELW LV WR GHVFULEH D SURFHGXUH UHJDUGLQJ FODLPV RQ D FRQVXOWDQW DJUHHPHQW 7KH IROORZLQJ SURFHGXUHV VKRXOG RQO\ EH XWLOL]HG RQ FRQVXOWDQW FODLPV JUHDWHU WKDQ ,I WKH FRQVXOWDQW¶V FODLPV DUH D WRWDO RI RU OHVV LW ZRXOG QRW EH FRVW HIIHFWLYH WR SURFHHG WKURXJK WKH RXWOLQHG VWHSV ,W LV VXJJHVWHG WKDW WKH 'LUHFWRU RI 3XEOLF :RUNV RU$JHQF\ (QJLQHHU QHJRWLDWH D IDLU DQG UHDVRQDEOH SULFH IRU WKH FRQVXOWDQW¶V FODLPV WKDW WRWDO RU OHVV 7KLV H[KLELW ZLOO RXWOLQH WKH SURFHGXUHV WR EH IROORZHG E\ WKH FRQVXOWDQW DQG WKH DJHQF\ WR FRQVLGHU D SRWHQWLDO FODLP E\ WKH FRQVXOWDQW 6WHS &RQVXOWDQW)LOHVD&ODLPZLWKWKH$JHQF\3URMHFW0DQDJHU ,I WKH FRQVXOWDQW GHWHUPLQHV WKDW WKH\ ZHUH UHTXHVWHG WR SHUIRUP DGGLWLRQDO VHUYLFHV WKDW ZHUH RXWVLGH RI WKH DJUHHPHQW¶V VFRSH RI ZRUN WKH\ PD\ EH HQWLWOHG WR D FODLP 7KH ¿UVW VWHS WKDW PXVW EH FRPSOHWHG LV WKH UHTXHVW IRU FRQVLGHUDWLRQ RI WKH FODLP WR WKH$JHQF\¶V SURMHFW PDQDJHU 7KH FRQVXOWDQW¶V FODLP PXVW RXWOLQH WKH IROORZLQJ 6XPPDWLRQ RI KRXUV E\ FODVVL¿FDWLRQ IRU HDFK ¿UP WKDW LV LQFOXGHG LQ WKH FODLP $Q\ FRUUHVSRQGHQFH WKDW GLUHFWHG WKH FRQVXOWDQW WR SHUIRUP WKH DGGLWLRQDO ZRUN 7LPHIUDPH RI WKH DGGLWLRQDO ZRUN WKDW ZDV RXWVLGH RI WKH SURMHFW VFRSH 6XPPDU\ RI GLUHFW ODERU GROODUV RYHUKHDG FRVWV SUR¿W DQG UHLPEXUVDEOH FRVWV DVVRFLDWHG ZLWK WKH DGGLWLRQDO ZRUN DQG ([SODQDWLRQ DV WR ZK\ WKH FRQVXOWDQW EHOLHYHV WKH DGGLWLRQDO ZRUN ZDV RXWVLGH RI WKH DJUHHPHQW VFRSH RI ZRUN 6WHS 5HYLHZE\$JHQF\3HUVRQQHO5HJDUGLQJWKH&RQVXOWDQW¶V&ODLPIRU$GGLWLRQDO&RPSHQVDWLRQ $IWHU WKH FRQVXOWDQW KDV FRPSOHWHG VWHS WKH QH[W VWHS LQ WKH SURFHVV LV WR IRUZDUG WKH UHTXHVW WR WKH $JHQF\¶V SURMHFW PDQDJHU 7KH SURMHFW PDQDJHU ZLOO UHYLHZ WKH FRQVXOWDQW¶V FODLP DQG ZLOO PHW ZLWK WKH 'LUHFWRU RI 3XEOLF :RUNV RU$JHQF\ (QJLQHHU WR GHWHUPLQH LI WKH$JHQF\ DJUHHV ZLWK WKH FODLP ,I WKH )+:$LV SDUWLFLSDWLQJ LQ WKH SURMHFW¶V IXQGLQJ IRUZDUG D FRS\ RI WKH FRQVXOWDQW¶V FODLP DQG WKH$JHQF\¶V UHFRPPHQGDWLRQ IRU IHGHUDO SDUWLFLSDWLRQ LQ WKH FODLP WR WKH :6'27 /RFDO 3URJUDPV WKURXJK WKH 5HJLRQ /RFDO 3URJUDPV (QJLQHHU ,I WKH FODLP LV QRW HOLJLEOH IRU IHGHUDO SDUWLFLSDWLRQ SD\PHQW ZLOO QHHG WR EH IURP DJHQF\ IXQGV ,I WKH$JHQF\ SURMHFW PDQDJHU 'LUHFWRU RI 3XEOLF :RUNV RU$JHQF\ (QJLQHHU :6'27 /RFDO 3URJUDPV LI DSSOLFDEOH DQG )+:$LI DSSOLFDEOH DJUHH ZLWK WKH FRQVXOWDQW¶V FODLP VHQG D UHTXHVW PHPR LQFOXGLQJ EDFNXS GRFXPHQWDWLRQ WR WKH FRQVXOWDQW WR HLWKHU VXSSOHPHQW WKH DJUHHPHQW RU FUHDWH D QHZ DJUHHPHQW IRU WKH FODLP$IWHU WKH UHTXHVW KDV EHHQ DSSURYHG WKH$JHQF\ VKDOO ZULWH WKH VXSSOHPHQW DQGRU QHZ DJUHHPHQW DQG SD\ WKH FRQVXOWDQW WKH DPRXQW RI WKH FODLP ,QIRUP WKH FRQVXOWDQW WKDW WKH ¿QDO SD\PHQW IRU WKH DJUHHPHQW LV VXEMHFW WR DXGLW 1R IXUWKHU DFWLRQ LQ QHHGHG UHJDUGLQJ WKH FODLP SURFHGXUHV ,I WKH$JHQF\ GRHV QRW DJUHH ZLWK WKH FRQVXOWDQW¶V FODLP SURFHHG WR VWHS RI WKH SURFHGXUHV Agreement Number: Exhibit J /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 1 of 2 6WHS 3UHSDUDWLRQRI6XSSRUW'RFXPHQWDWLRQ5HJDUGLQJ&RQVXOWDQW¶V&ODLPV ,I WKH$JHQF\ GRHV QRW DJUHH ZLWK WKH FRQVXOWDQW¶V FODLP WKH SURMHFW PDQDJHU VKDOO SUHSDUH D VXPPDU\ IRU WKH 'LUHFWRU RI 3XEOLF :RUNV RU$JHQF\ (QJLQHHU WKDW LQFOXGHG WKH IROORZLQJ &RS\ RI LQIRUPDWLRQ VXSSOLHG E\ WKH FRQVXOWDQW UHJDUGLQJ WKH FODLP $JHQF\¶V VXPPDWLRQ RI KRXUV E\ FODVVL¿FDWLRQ IRU HDFK ¿UP WKDW VKRXOG EH LQFOXGHG LQ WKH FODLP $Q\ FRUUHVSRQGHQFH WKDW GLUHFWHG WKH FRQVXOWDQW WR SHUIRUP WKH DGGLWLRQDO ZRUN $JHQF\¶V VXPPDU\ RI GLUHFW ODERU GROODUV RYHUKHDG FRVWV SUR¿W DQG UHLPEXUVDEOH FRVWV DVVRFLDWHG ZLWK WKH DGGLWLRQDO ZRUN ([SODQDWLRQ UHJDUGLQJ WKRVH DUHDV LQ ZKLFK WKH$JHQF\ GRHVGRHV QRW DJUHH ZLWK WKH FRQVXOWDQW¶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¿QDO VHWWOHPHQW RI WKH FODLP ,I WKH FODLP LV QRW HOLJLEOH IRU IHGHUDO SDUWLFLSDWLRQ SD\PHQW ZLOO QHHG WR EH IURP DJHQF\ IXQGV 6WHS ,QIRUPLQJ&RQVXOWDQWRI'HFLVLRQ5HJDUGLQJWKH&ODLP 7KH 'LUHFWRU RI 3XEOLF :RUNV RU$JHQF\ (QJLQHHU VKDOO QRWLI\ LQ ZULWLQJ WKH FRQVXOWDQW RI WKHLU ¿QDO GHFLVLRQ UHJDUGLQJ WKH FRQVXOWDQW¶V FODLPV ,QFOXGH WKH ¿QDO GROODU DPRXQW RI WKH DFFHSWHG FODLPV DQG UDWLRQDOH XWLOL]HG IRU WKH GHFLVLRQ 6WHS 3UHSDUDWLRQRI6XSSOHPHQWRU1HZ$JUHHPHQWIRUWKH&RQVXOWDQW¶V&ODLPV 7KH DJHQF\ VKDOO ZULWH WKH VXSSOHPHQW DQGRU QHZ DJUHHPHQW DQG SD\ WKH FRQVXOWDQW WKH DPRXQW RI WKH FODLP ,QIRUP WKH FRQVXOWDQW WKDW WKH ¿QDO SD\PHQW IRU WKH DJUHHPHQW LV VXEMHFW WR DXGLW Agreement Number: Exhibit J /RFDO$JHQF\3URIHVVLRQDO6HUYLFHV&RVW3OXV)L[HG)HH&RQVXOWDQW$JUHHPHQW5HYLVHGPage 2 of 2 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: April 13, 2022 Bremerton Stormwater Watershed Planning Grant Agreement with the WA State Department of Ecology COUNCIL MEETING Date: April 20, 2022 Department: PW&U Presenter: Chance Berthiaume Phone: (360) 473-5929 SUMMARY: Washington State Department of Ecology has awarded the city a grant to support the Stormwater Management Action Planning requirement of the SW Permit. Stormwater basin planning is a detailed evaluation of the impact of runoff on water quality in receiving waters around Bremerton. This planning effort is a requirement in the Stormwater Permit and includes two 30% designs for stormwater treatment projects in priority areas and establishes the foundation for prioritizing future stormwater treatment retrofit projects. ATTACHMENTS: Ecology Agreement No. WQC-2022-BremPW -00140 - Bremerton Watershed Planning. FISCAL IMPACTS (Include Budgeted Amount): $210,000: $157,500 grant funding and $52,500 (25% match) from Stormwater Utility Operations Funds. Project is in the approved 2022 Budget. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve the Bremerton Stormwater Watershed Planning Grant Agreement with the State of Washington Department of Ecology, 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 4E Agreement No. WQC-2022-BremPW-00140 WATER QUALITY COMBINED FINANCIAL ASSISTANCE AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF ECOLOGY AND CITY OF BREMERTON This is a binding Agreement entered into by and between the state of Washington , Department of Ecology, hereinafter referred to as “ECOLOGY,” and City of Bremerton, hereinafter referred to as the “RECIPIENT,” to carry out with the provided funds activities described herein. Bremerton Watershed Planning GENERAL INFORMATION Project Title: Total Cost: Total Eligible Cost: Ecology Share: Recipient Share: The Effective Date of this Agreement is: The Expiration Date of this Agreement is no later than: Project Type: Project Short Description: This project will improve water quality in a selected receiving water through a watershed planning process in the City of Bremerton. This plan will include assessment of receiving waters condition, analysis of stormwater impacts, identification of the highest priority basins for stormwater management actions, and development of a Stormwater Management Action Plan (SMAP) for one high priority basin. Project Long Description: This RECIPIENT will develop a Stormwater Management Action Plan (SMAP) that will identify stormwater management actions in one high priority basin. The SMAP process emphasizes protection of designated uses and improvements to receiving water quality and habitat under both existing and anticipated future development conditions. This project will identify water quality projects in one of the City of Bremerton’s 24 basins. The majority of Bremerton’s stormwater system discharges to the marine waters of Puget Sound in Dyes Inlet , Ostrich Bay, Oyster Bay, and Sinclair $210,000.00 $210,000.00 $157,500.00 $52,500.00 07/01/2021 06/30/2023 Stormwater Facility Page 2 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Inlet. Kitsap Lake receives the next largest number of outfalls and the remaining outfalls are stormwater infiltration areas or depressions. Fecal coliform in marine waters and elevated phosphorus levels in Kitsap Lake have been a primary focus of the RECIPIENT’S water quality efforts. Both Dyes Inlet, including Oyster and Ostrich Bays, and Sinclair Inlet have a fecal coliform Total Maximum Daily Load (TMDL). The Puget Sound Watershed Characterization Study additionally identifies metals and sediments as having a high impact on marine waters. Currrent proprietary stormwater treatment systems reduce metals and other common pollutants. This project will supplement existing data on phosphorus and fecal coliform data with estimates of stormwater pollutant loadings to sediments from different land uses. This analysis will lead to “heat maps” that will aid in selecting a high priority basin for stormwater structural and non-structural actions. The RECIPIENT has delineated boundaries for the twenty -four basins and further divided these basins into more than one hundred individual watershed sub-basins for each stormwater outfall or discharge point . The RECIPIENT will use existing information and the “heat map” of stormwater impacts on sediments to assess receiving water conditions, assess stormwater management influence, and assess relative conditions and contributions to narrow the list of candidate basins for prioritized stormwater management actions. This will complete the Receiving Waters Condition Assessment , the first step of the SMAP process. From this list, the RECIPIENT will complete the Receiving Water Prioritization, with stakeholder and public input. After developing a prioritization and ranking process for each basin, the RECPIENT will select one final high priority basin. The RECIPIENT will identify structural retrofit opportunities as well as non -structural stormwater management actions, such as source control, enhanced maintenance and public education, for the final SMAP. The RECIPIENT will perform cost-benefit analysis for each retrofit and management action and will develop up to two top retrofit opportunities to 30 percent preliminary design. The project will inform near-term capital retrofit projects and stormwater management actions to improve water quality in the selected basin’s receiving water(s). In the in long term, the RECIPIENT will use prioritization tools and GIS layers for future assessment of stormwater retrofit and management opportunities. Overall Goal: This project will help protect and restore water quality in Washington state by reducing stormwater impacts from existing infrastructure and development. Template Version 12/10/2020 Page 3 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton UEI Number:HV84RG6NYNG4 RECIPIENT INFORMATION Organization Name: Federal Tax ID: DUNS Number: Mailing Address: Physical Address: Contacts Organization Email: City of Bremerton 91-6001231 556846970 100 Oyster Bay Ave N Bremerton, WA 98312 345 6th Street Bremerton, WA 98337 chance.berthiaume@ci.bremerton.wa.us Template Version 12/10/2020 Page 4 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Chance Berthiaume NPDES Stormwater Permit Coordinator 100 Oyster Bay Ave N Bremerton, Washington 98312 Email: chance.berthiaume@ci.bremerton.wa.us Phone: (360) 473-5929 Authorized Signatory Kirsten Anthony 345 6th Street, Suite 100 Bremerton, Washington 98337 Email: kirsten.anthony@ci.bremerton.wa.us Phone: (360) 473-2398 Billing Contact Project Manager Authorized Signatory Greg Wheeler Mayor 345 6th Street, Suite 600 Bremerton, Washington 98337 Email: greg.wheeler@ci.bremerton.wa.us Phone: (360) 473-5266 Template Version 12/10/2020 Page 5 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Contacts Project Manager Financial Manager Technical Advisor Amy Waterman PO Box 330316 Shoreline, Washington 98133-9716 Email: amwa461@ecy.wa.gov Phone: (425) 577-4864 Stephanie Herbst PO Box 47600 Olympia, Washington 98504-7600 Email: SHER461@ecy.wa.gov Phone: (360) 407-7639 Doug Howie Senior Stormwater Engineer PO Box 47600 Olympia, Washington 98504-7600 Email: DOHO461@ecy.wa.gov Phone: (360) 407-6444 ECOLOGY INFORMATION Mailing Address: Physical Address: Department of Ecology Water Quality PO BOX 47600 Olympia, WA 98504-7600 Water Quality 300 Desmond Drive SE Lacey, WA 98503 Template Version 12/10/2020 Page 6 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton AUTHORIZING SIGNATURES RECIPIENT agrees to furnish the necessary personnel , equipment, materials, services, and otherwise do all things necessary for or incidental to the performance of work as set forth in this Agreement . RECIPIENT acknowledges that they had the opportunity to review the entire Agreement , including all the terms and conditions of this Agreement, Scope of Work, attachments, and incorporated or referenced documents, as well as all applicable laws, statutes, rules, regulations, and guidelines mentioned in this Agreement . Furthermore, the RECIPIENT has read, understood, and accepts all requirements contained within this Agreement . This Agreement contains the entire understanding between the parties , and there are no other understandings or representations other than as set forth, or incorporated by reference, herein. No subsequent modifications or amendments to this agreement will be of any force or effect unless in writing , signed by authorized representatives of the RECIPIENT and ECOLOGY and made a part of this agreement . ECOLOGY and RECIPIENT may change their respective staff contacts without the concurrence of either party . This Agreement shall be subject to the written approval of Ecology’s authorized representative and shall not be binding until so approved. The signatories to this Agreement represent that they have the authority to execute this Agreement and bind their respective organizations to this Agreement. Washington State Department of Ecology Water Quality Date Date City of Bremerton Vincent McGowan, P.E. Mayor Greg Wheeler By:By: Template Approved to Form by Attorney General's Office Program Manager Template Version 12/10/2020 Page 7 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Stormwater Permit Coordinator, Project Manager Date Chance W Berthiaume Template Version 12/10/2020 Page 8 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton SCOPE OF WORK Task Number:1 Task Cost: $7,000.00 Task Title:Grant and Loan Administration Task Description: A. The RECIPIENT shall carry out all work necessary to meet ECOLOGY grant or loan administration requirements . Responsibilities include, but are not limited to: Maintenance of project records; submittal of requests for reimbursement and corresponding backup documentation; progress reports; the EAGL (Ecology Administration of Grants and Loans ) recipient closeout report; and a two-page outcome summary report (including photos, if applicable). In the event that the RECIPIENT elects to use a contractor to complete project elements, the RECIPIENT shall retain responsibility for the oversight and management of this funding agreement. B. The RECIPIENT shall keep documentation that demonstrates the project is in compliance with applicable procurement , contracting, and interlocal agreement requirements; permitting requirements, including application for, receipt of, and compliance with all required permits, licenses, easements, or property rights necessary for the project; and submittal of required performance items. This documentation shall be available upon request. C. The RECIPIENT shall maintain effective communication with ECOLOGY and maintain up -to-date staff contact information in the EAGL system. The RECIPIENT shall carry out this project in accordance with any completion dates outlined in this agreement. Task Goal Statement: Properly managed and fully documented project that meets ECOLOGY’s grant or loan administrative requirements . Task Expected Outcome: * Timely and complete submittal of requests for reimbursement , quarterly progress reports, Recipient Closeout Report, and two-page outcome summary report. * Properly maintained project documentation. Template Version 12/10/2020 Page 9 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Deliverables Grant and Loan Administration Number Description Due Date 1.1 Progress Reports that include descriptions of work accomplished, project challenges or changes in the project schedule. Submitted at least quarterly. 1.2 Recipient Closeout Report (EAGL Form) 1.3 Two-page Outcome Summary Report Template Version 12/10/2020 Page 10 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton SCOPE OF WORK Task Number:2 Task Cost: $77,500.00 Task Title:Receiving Water Conditions Assessment Task Description: A. The RECIPIENT shall delineate basins, identify the receiving waters, and calculate the total basin size and portion of each basin within City limits. The RECIPIENT will determine where there is a marine shoreline discharge . 1. The RECIPIENT shall assess the marine shoreline discharge and net sediment deposition areas using the existing basin delineations. The RECIPIENT will map the shoreline deposition potential for each basin to the corresponding receiving water . B. The RECIPIENT shall document and assess existing information related to their local receiving waters and contributing area conditions. 1. The RECIPIENT shall perform a stormwater pollutant loading analysis for each of the 24 basins for metals, hydrocarbons, fecal coliform, organics, and nutrients, using an appropriate model. The RECIPIENT will base the pollutant loading on land use, basin percent composition, and the median pollutant concentration. The RECIPIENT will derive the Stormwater pollutant concentrations from Final S8.D Data Characterization 2009-2013 (Ecology Publication No. 15-03-001). 2. The RECIPIENT will map the pollutant loading for each basin, relative to the corresponding receiving water(s). The RECIPIENT shall assess the influence of the City’s MS4 and land use patterns on each receiving water. 3. The RECIPIENT will lead development of a scoring methodology considering the influence of MS 4 on receiving water hydrology and water quality that results in relative Stormwater Management Influence scores for each basin. 4. The RECIPIENT shall estimate the level of water quality treatment and flow control from BMPs at the basin scale . 5. The RECIPIENT will assemble existing and new GIS data to show stormwater influences in each basin . C. The RECIPIENT shall document the Receiving Water Conditions Assessment as a narrative with supporting table and map for each receiving water. The table will include the name, total watershed area, the percent of the total watershed area that is in the RECIPIENT’s jurisdiction, and the findings of the stormwater management influence assessment for each receiving water. The map of the delineated basins should correspond to the watershed inventory table. The RECIPIENT shall indicate which receiving waters will be included in the Receiving Water Prioritization process . D. The RECIPIENT shall assess the relative conditions of receiving waters and contributions of basins using information collected in previous steps to identify which receiving waters are most likely to benefit from stormwater management planning. The RECIPIENT will document the determination of which basins have the highest stormwater management influence . This list of basins will become a manageable and credible list of candidate basins to begin the prioritization in Task 4. Task Goal Statement: The RECIPIENT will respond to ECOLOGY and complete Receiving Water Conditions Assessment in a timely manner . Task Expected Outcome: This task will generate a candidate list of basins for prioritization in Task 4, Receiving Water Prioritization. Template Version 12/10/2020 Page 11 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Deliverables Receiving Water Conditions Assessment Number Description Due Date 2.1 Technical memorandum describing methodology for shoreline deposition analysis, pollutant loading analysis, and the method for integrating into GIS “heat maps.” Upload to EAGL and notify ECOLOGY Project Manager when upload is complete. 2.2 Draft watershed inventory map of the delineated basins and shoreline deposition potential areas. Include Shoreline Deposition Analysis Summary . Present map as an online GIS interface. Notify ECOLOGY Project Manager when the online GIS interface is published. Upload Summary to EAGL and notify ECOLOGY Project Manager when upload is complete . 2.3 Draft Receiving Water Conditions Assessment that includes the condition of receiving water and contributing areas. Include the Pollutant Loading Summary. Upload to EAGL and notify ECOLOGY Project Manager when upload is complete. 2.4 Draft Assessment of Stormwater Management Influence with scoring methodology explained, water quality/flow control map, and GIS maps showing stormwater influences of each basin. Upload Stormwater Management Influence Report to EAGL and notify ECOLOGY Project Manager when upload is complete and online GIS interface for maps are published. 2.5 Watershed Inventory Table and Receiving Water Conditions Assessment Map (“heat map”) that summarizes Tasks 3.1, 3.2, 3.3, and 3.4 and documents catchments, receiving water conditions, contributions of pollutants, MS4 influence, and a list of candidate basins for prioritization. Upload Watershed Inventory Table to EAGL and notify ECOLOGY Project Manager when upload is complete. Notify ECOLOGY Project Manager when online GIS interface for Receiving Water Conditions Assessment Map is published . 2.6 Response to Ecology comments on Watershed Inventory Table and Receiving Water Conditions Assessment Map. Upload to EAGL and notify ECOLOGY Project Manager when upload is complete. 2.7 Ecology acceptance of Receiving Water Conditions Assessment Map and Watershed Inventory Table. Upload acceptance letter to EAGL and notify Ecology Project Manager when upload is complete. RECIPIENT will submit this inventory and map for the Permit Annual Report . Template Version 12/10/2020 Page 12 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton SCOPE OF WORK Task Number:3 Task Cost: $33,000.00 Task Title:Receiving Water Prioritization Task Description: A. The RECIPIENT will lead development of a ranking system to assist in scoring and prioritizing the receiving waters and selecting a watershed and basin area to implement actions. The RECIPIENT will build on the results of Task 2. The Building Cities in the Rain and SMAP Guidance will support development of the scoring methodology . The RECIPIENT will document the development of the scoring methods in a draft narrative. The RECIPIENT will apply the scoring methodology to the list of candidate basins from Task 2 and produce a draft list of candidate basins and prioritization matrix. B.The RECIPIENT will conduct stakeholder and public outreach process to inform the community and solicit feedback regarding the prioritization method and prioritized basins. The RECIPIENT will consider environmental justice, accessibility, and language needs during the outreach process. The RECIPIENT will document stakeholder and community feedback and provide ECOLOGY with a Summary of Stakeholder and Public Outreach . C.The RECIPIENT will finalize the prioritization and ranking and select the highest priority basin for implementation . The RECIPIENT will document in a Draft Receiving Water Prioritization and Ranking Memorandum how the scoring method in 3A and the public engagement led to this selection. D.The RECIPIENT will respond to Ecology comments on the Draft Receiving Water Prioritization and Ranking memorandum. E.The RECIPIENT will upload the Final Receiving Water Prioritization and Ranking memorandum . Task Goal Statement: The RECIPIENT will complete the Receiving Water Prioritization and respond to ECOLOGY, other stakeholders, and public comments in a timely manner. Task Expected Outcome: The Receiving Water Prioritization will select high priority watershed and basin area (s) for development of a SMAP to minimize stormwater impacts to high priority receiving waters. Template Version 12/10/2020 Page 13 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Deliverables Receiving Water Prioritization Number Description Due Date 3.1 Draft prioritization scoring methodology narrative and Draft Prioritization and Ranking Matrix. Upload to EAGL and notify ECOLOGY Project Manager when upload is complete. 3.2 Draft public outreach materials that provide the public and stakeholders with an opportunity to comment on proposed prioritized basins. Summary of Stakeholder and Public Outreach. Upload both to EAGL and notify ECOLOGY when upload is complete. 3.3 Submit Draft Receiving Water Prioritization and Ranking Memorandum , describing selection of high-priority basin and impact of stakeholder and public input. Submit online GIS interface showing selected basins. Upload to EAGL and notify ECOLOGY when upload is complete. 3.4 Response to ECOLOGY comments on Final Receiving Water Prioritization Memorandum and map. Upload to EAGL and notify ECOLOGY when upload is complete. 3.5 ECOLOGY acceptance of Receiving Water Prioritization memorandum and map. Upload acceptance letter to EAGL and notify Ecology Project Manager when upload is complete. Template Version 12/10/2020 Page 14 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton SCOPE OF WORK Task Number:4 Task Cost: $85,000.00 Task Title:Stormwater Management Action Plan Task Description: A.The RECIPIENT will list and describe potential structural and non-structural stormwater management actions for the prioritized basin area. Structural actions will be stormwater retrofit BMP’s and non-structural actions will include land management/development strategies, and targeted stormwater management program (SWMP) actions to support improved receiving water quality. Proposed retrofits and actions should match where the basin is in the Watershed Characterization model (i.e., whether it primarily needs protection or improvement). The RECIPIENT will consider both short-term and long-term actions. 1. The RECIPIENT will identify retrofit opportunities in the selected priority basin, based on field evaluation, desktop infiltration assessment and retrofit experience of City staff . B.The RECIPIENT will provide one opportunity for stakeholder review and comment on the list of proposed stormwater management actions. C.The RECIPIENT will prepare a draft SMAP, including a proposed implementation schedule, short and long-term goals, conceptual budget, potential funding sources, and adaptive management. 1.The RECIPIENT will perform analysis of cost-benefit for each management action and structural retrofit in the list from Task 4A in relation to the water quality of the receiving water . 2.The RECIPIENT will select up to two retrofit opportunities and develop up to 30% preliminary engineering designs. Preliminary engineering design deliverable should include a description of BMP selection and sizing , layout of new facilities, and cost estimate. D.The RECIPIENT shall provide opportunities for public comment and ECOLOGY comment on the draft SMAP . E.The RECIPIENT will prepare a final SMAP that considers and incorporates ECOLOGY and public comments . Task Goal Statement: Prepare Stormwater Management Action Plan. Task Expected Outcome: Development of stormwater and land management strategies that act as water quality management tools intended to conserve, protect, or restore water quality in a selected receiving water. Template Version 12/10/2020 Page 15 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Deliverables Stormwater Management Action Plan Number Description Due Date 4.1 Draft list of structural and non-structural stormwater management actions. This will include GIS map and 10% summary sheets for proposed structural retrofits and a list of non-structural stormwater management actions. Notify ECOLOGY when the list of projects and actions are published and share the online GIS interface. 4.2 Documentation of the stakeholder feedback and responses. Upload documentation and notify ECOLOGY when upload is complete . 4.3 Draft SMAP, including supportive narrative, proposed schedule, conceptual budget, potential funding sources, and adaptive management. Also include cost-benefit summary of retrofits and management actions. Upload to EAGL and notify ECOLOGY when upload is complete. 4.4 Up to two retrofit engineering designs, up to 30% design. Upload to ECOLOGY and notify ECOLOGY when upload is complete . 4.5 Documentation of public outreach and comments. Upload documentation of comments and responses and notify ECOLOGY when upload is complete . 4.6 Response to ECOLOGY SMAP comments. Upload to EAGL and notify ECOLOGY when upload is complete. 4.7 ECOLOGY acceptance of SMAP. Upload a copy of ECOLOGY acceptance letter and notify ECOLOGY when upload is complete . 4.8 Final written SMAP, including narrative and online GIS interface. Upload to ECOLOGY and notify ECOLOGY when upload is complete . Template Version 12/10/2020 Page 16 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton SCOPE OF WORK Task Number:5 Task Cost: $5,000.00 Task Title:Cultural and Environmental Reviews, and Permitting Task Description: The RECIPIENT shall ensure the following items are completed and provide the associated deliverables to ECOLOGY . The RECIPIENT must approve all materials prior to submitting them to ECOLOGY for acceptance . A.The RECIPIENT will provide both the ECOLOGY project manager and separegister @ecy.wa.gov an initial consultation on the draft State Environmental Policy Act (SEPA) documents. B.The RECIPIENT will notify the ECOLOGY project manager, in addition to the required distribution and public notice, when SEPA documents have been issued for the official comment period , which is a minimum of 21 days. C.The RECIPIENT is responsible for application of, receipt of, and compliance with all required local, state, tribal and federal permits, licenses, easements, or property rights necessary for the project. D.The RECIPIENT will submit the documents listed below to ECOLOGY to initiate cultural resources review for the projects designed to 30% design. Property acquisition and above and below ground activities proposed at any project site must be reviewed for potential affects to cultural resources . 1.The RECIPIENT will submit the Cultural Resources Review Form to ECOLOGY, using the ECOLOGY template. Any supporting materials must conform to the Department of Archeology and Historic Preservation’s Washington State Standards for Cultural Resource Reporting. The Cultural Resources Review Form template may be found on the ECOLOGY website . 2.The RECIPIENT will submit an Inadvertent Discovery Plan (IDP) to ECOLOGY, using the ECOLOGY template. The RECIPIENT will ensure that all contractors and subcontractors have a copy of the completed IDP prior to and while working on-site. The IDP template may be found on the ECOLOGY website. The RECIPIENT must receive written notice from ECOLOGY prior to proceeding with work . Examples of work may include (but are not limited to) geotechnical work, acquisition, site prep work, and BMP installations. Work done prior to written notice to proceed shall not be eligible for reimbursement. Task Goal Statement: The RECIPIENT will complete all cultural and environmental reviews and permitting tasks in a timely manner . Task Expected Outcome: The project will meet the requirements set forth by the cultural resource protection requirements, State Environmental Policy Act, and all other applicable federal, state, and local laws, and regulations. Template Version 12/10/2020 Page 17 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Deliverables Cultural and Environmental Reviews, and Permitting Number Description Due Date 5.1 SEPA checklist, or other documentation for projects considered exempt from SEPA review, if SEPA is triggered. Upload to EAGL and notify ECOLOGY when upload is complete. 5.2 List of permits acquired and environmental review documents. Upload to EAGL and notify ECOLOGY when upload is complete . 5.3 Cultural Resources Review Form, if required. Email the form and any supplemental cultural resources documentation directly to the ECOLOGY Project Manager. ECOLOGY will upload documentation to EAGL when cultural resources is complete. 5.4 Inadvertent Discovery Plan, if required. Upload to EAGL and notify ECOLOGY when upload is complete. Template Version 12/10/2020 Page 18 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton SCOPE OF WORK Task Number:6 Task Cost: $2,500.00 Task Title:Project Close Out Task Description: The RECIPIENT shall ensure the following items are completed and provide the associated deliverables to ECOLOGY . The RECIPIENT must approve all materials prior to submitting them to ECOLOGY for acceptance . A.The RECIPIENT will submit the final GIS compatible project area in shapefile , geodatabase file, or ECOLOGY-approved equivalent. The project area should include polygon features for stormwater facilities and contributing areas. B.The RECIPIENT will submit the Recipient Closeout Report (RCOR) in EAGL in accordance with Task 1. C.The RECIPIENT will submit the Two-page Outcome Summary Report using the ECOLOGY template in accordance to Task 1. Upload the Two-page Outcome Summary Report in the RCOR in EAGL. Task Goal Statement: The RECIPIENT will complete all close out submittals in a timely manner. Task Expected Outcome: * Timely and complete submittal of GIS, Recipient Closeout Report, and Two-page Outcome Summary Report. Deliverables Project Close Out Number Description Due Date 6.1 Final project area shapefile, geodatabase file, or ECOLOGY-approved equivalent. Upload to EAGL and notify when upload is complete . Upload ECOLOGY acceptance documentation . Template Version 12/10/2020 Page 19 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton BUDGET Funding Distribution EG220560 NOTE: The above funding distribution number is used to identify this specific agreement and budget on payment remittances and may be referenced on other communications from ECOLOGY. Your agreement may have multiple funding distribution numbers to identify each budget. Title: State SFAP - SFY22 100% Model Toxics Control Capital Account(MTCCA) Stormwater Type: Funding Source %: Description: FD023RFund: Approved Indirect Costs Rate: Recipient Match %: InKind Interlocal Allowed: InKind Other Allowed: Is this Funding Distribution used to match a federal grant? No Approved State Indirect Rate: 0% 25% No No Funding Title: Funding Source: Funding Expiration Date: Funding Type: Funding Effective Date: SFAP 07/01/2021 06/30/2023 Grant SFAP Task Total Grant and Loan Administration 7,000.00$ Receiving Water Conditions Assessment 77,500.00$ Receiving Water Prioritization 33,000.00$ Stormwater Management Action Plan 85,000.00$ Cultural and Environmental Reviews, and Permitting 5,000.00$ Project Close Out 2,500.00$ 210,000.00$Total: Template Version 12/10/2020 Page 20 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Funding Distribution Summary Recipient / Ecology Share Recipient Share Ecology Share TotalRecipient Match %Funding Distribution Name $$$%157,500.00 210,000.0052,500.0025.00SFAP Total $$52,500.00 157,500.00 $210,000.00 AGREEMENT SPECIFIC TERMS AND CONDITIONS N/A SPECIAL TERMS AND CONDITIONS SECTION 1: DEFINITIONS Unless otherwise provided, the following terms will have the respective meanings for all purposes of this agreement: “Administration Charge” means a charge established in accordance with Chapter 90.50A RCW and Chapter 173-98 WAC, to be used to pay Ecology’s cost to administer the State Revolving Fund by placing a percentage of the interest earned in an Administrative Charge Account . “Administrative Requirements” means the effective edition of ECOLOGY 's Administrative Requirements for Recipients of Ecology Grants and Loans at the signing of this agreement. “Annual Debt Service” for any calendar year means for any applicable bonds or loans including the loan, all interest plus all principal due on such bonds or loans in such year. “Average Annual Debt Service” means , at the time of calculation, the sum of the Annual Debt Service for the remaining years of the loan to the last scheduled maturity of the loan divided by the number of those years. “Acquisition” means the purchase or receipt of a donation of fee or less than fee interests in real property. These interests include, but are not limited to, conservation easements, access/trail easements, covenants, water rights, leases, and mineral rights. “Centennial Clean Water Program” means the state program funded from various state sources . “Contract Documents” means the contract between the RECIPIENT and the construction contractor for construction of the project. “Cost Effective Analysis” means a comparison of the relative cost -efficiencies of two or more potential ways of solving a water quality problem as described in Chapter 173-98-730 WAC. “Defease” or “Defeasance” means the setting aside in escrow or other special fund or account of sufficient investments and money dedicated to pay all principal of and interest on all or a portion of an obligation as it comes due. “Effective Date” means the earliest date on which eligible costs may be incurred . “Effective Interest Rate” means the total interest rate established by Ecology that includes the Administrative Charge . “Estimated Loan Amount” means the initial amount of funds loaned to the RECIPIENT . “Estimated Loan Repayment Schedule” means the schedule of loan repayments over the term of the loan based on the Estimated Loan Amount. “Equivalency” means projects designated by ECOLOGY to meet additional federal requirements . “Expiration Date” means the latest date on which eligible costs may be incurred. “Final Accrued Interest” means the interest accrued beginning with the first disbursement of funds to the RECIPIENT through Template Version 12/10/2020 Page 21 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton such time as the loan is officially closed out and a final loan repayment schedule is issued . “Final Loan Amount” means all principal of and interest on the loan from the Project Start Date through the Project Completion Date. “Final Loan Repayment Schedule” means the schedule of loan repayments over the term of the loan based on the Final Loan Amount. “Forgivable Principal” means the portion of a loan that is not required to be paid back by the borrower . “General Obligation Debt” means an obligation of the RECIPIENT secured by annual ad valorem taxes levied by the RECIPIENT and by the full faith, credit, and resources of the RECIPIENT. “General Obligation Payable from Special Assessments Debt” means an obligation of the RECIPIENT secured by a valid general obligation of the Recipient payable from special assessments to be imposed within the constitutional and statutory tax limitations provided by law without a vote of the electors of the RECIPIENT on all of the taxable property within the boundaries of the RECIPIENT. “Gross Revenue” means all of the earnings and revenues received by the RECIPIENT from the maintenance and operation of the Utility and all earnings from the investment of money on deposit in the Loan Fund, except (i) Utility Local Improvement Districts (ULID) Assessments, (ii) government grants, (iii) RECIPIENT taxes, (iv) principal proceeds of bonds and other obligations, or (v) earnings or proceeds (A) from any investments in a trust, Defeasance, or escrow fund created to Defease or refund Utility obligations or (B) in an obligation redemption fund or account other than the Loan Fund until commingled with other earnings and revenues of the Utility or (C) held in a special account for the purpose of paying a rebate to the United States Government under the Internal Revenue Code. “Guidelines” means the ECOLOGY's Funding Guidelines that that correlate to the State Fiscal Year in which the project is funded. “Initiation of Operation Date” means the actual date the Water Pollution Control Facility financed with proceeds of the loan begins to operate for its intended purpose. “Loan” means the Washington State Water Pollution Control Revolving Fund Loan or Centennial Clean Water Fund (Centennial) Loan made pursuant to this loan agreement. “Loan Amount” means either an Estimated Loan Amount or a Final Loan Amount , as applicable. “Loan Fund” means the special fund created by the RECIPIENT for the repayment of the principal of and interest on the loan . “Loan Security” means the mechanism by which the RECIPIENT pledges to repay the loan . “Loan Term” means the repayment period of the loan . “Maintenance and Operation Expense” means all reasonable expenses incurred by the RECIPIENT in causing the Utility to be operated and maintained in good repair, working order, and condition including payments to other parties, but will not include any depreciation or RECIPIENT levied taxes or payments to the RECIPIENT in lieu of taxes . “Net Revenue” means the Gross Revenue less the Maintenance and Operation Expense. “Original Engineer’s Estimate” means the engineer’s estimate of construction costs included with bid documents . “Principal and Interest Account” means , for a loan that constitutes Revenue-Secured Debt, the account created in the loan fund to be first used to repay the principal of and interest on the loan. “Project” means the project described in this agreement. “Project Completion Date” means the date specified in the agreement on which the Scope of Work will be fully completed . This term is only used in loan agreements. “Project Schedule” means that schedule for the project specified in the agreement. “Revenue-Secured Debt” means an obligation of the RECIPIENT secured by a pledge of the revenue of a utility and one not a general obligation of the RECIPIENT. “Reserve Account” means , for a loan that constitutes a Revenue Secured Debt and if specifically identified as a term and condition of the funding agreement, the account of that name created in the loan fund to secure the payment of the principal of and interest on the loan. Template Version 12/10/2020 Page 22 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton “Risk-Based Determination” means an approach to sub-recipient monitoring and oversight based on risk factors associated to a RECIPIENT or project. “Scope of Work” means the tasks and activities constituting the project . “Section 319” means the section of the Clean Water Act that provides funding to address nonpoint sources of water pollution . “Senior Lien Obligations” means all revenue bonds and other obligations of the RECIPIENT outstanding on the date of execution of this loan agreement (or subsequently issued on a parity therewith, including refunding obligations) or issued after the date of execution of this loan agreement having a claim or lien on the Gross Revenue of the Utility prior and superior to the claim or lien of the loan, subject only to Maintenance and Operation Expense. “State Water Pollution Control Revolving Fund (Revolving Fund)” means the water pollution control revolving fund established by Chapter 90.50A.020 RCW. “Termination Date” means the effective date of ECOLOGY’s termination of the agreement . “Termination Payment Date” means the date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest. “Total Eligible Project Cost” means the sum of all costs associated with a water quality project that have been determined to be eligible for ECOLOGY grant or loan funding, including any required recipient match. “Total Project Cost” means the sum of all costs associated with a water quality project , including costs that are not eligible for ECOLOGY grant or loan funding. “ULID” means any utility local improvement district of the RECIPIENT created for the acquisition or construction of additions to and extensions and betterments of the Utility. “ULID Assessments” means all assessments levied and collected in any ULID . Such assessments are pledged to be paid into the Loan Fund (less any prepaid assessments permitted by law to be paid into a construction fund or account). ULID Assessments will include principal installments and any interest or penalties which may be due. “Utility” means the sewer system, stormwater system, or the combined water and sewer system of the RECIPIENT, the Net Revenue of which is pledged to pay and secure the loan. SECTION 2: THE FOLLOWING CONDITIONS APPLY TO ALL RECIPIENTS OF WATER QUALITY COMBINED FINANCIAL ASSISTANCE FUNDING. The Water Quality Financial Assistance Funding Guidelines are included in this agreement by reference and are available on ECOLOGY’s Water Quality Program website. A. Architectural and Engineering Services: The RECIPIENT certifies by signing this agreement that the requirements of Chapter 39.80 RCW, “Contracts for Architectural and Engineering Services ,” have been, or shall be, met in procuring qualified architectural/engineering services. The RECIPIENT shall identify and separate eligible and ineligible costs in the final architectural/engineering services contract and submit a copy of the contract to ECOLOGY. B. Acquisition: The following provisions shall be in force only if the project described in this agreement is an acquisition project: a. Evidence of Land Value and Title. The RECIPIENT shall submit documentation of the cost of the property rights and the type of ownership interest that has been acquired. b. Legal Description of Real Property Rights Acquired . The legal description of the real property rights purchased with funding assistance provided through this agreement (and protected by a recorded conveyance of rights to the State of Washington ) shall be incorporated into the agreement before final payment. c. Conveyance of Rights to the State of Washington. Upon purchase of real property rights (both fee simple and lesser interests), the RECIPIENT shall execute the document necessary to convey certain rights and responsibilities to ECOLOGY , on behalf of the State of Washington . The documents required will depend on the project type, the real property rights being acquired, and whether or not those rights are being acquired in perpetuity (see options below). The RECIPIENT shall use language provided by ECOLOGY, to record the executed document in the County where the real property lies, and to provide a copy of the recorded document to ECOLOGY. Template Version 12/10/2020 Page 23 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Documentation Options: 1. Deed of Right. The Deed of Right conveys to the people of the state of Washington the right to preserve , protect, and/or use the property for public purposes consistent with the fund source. RECIPIENTs shall use this document when acquiring real property rights that include the underlying land. This document may also be applicable for those easements where the RECIPIENT has acquired a perpetual easement for public purposes . The RECIPIENT must obtain ECOLOGY approval on the draft language prior to executing the deed of right. 2. Assignment of Rights. The Assignment of Rights document transfers certain rights such as access and enforcement to ECOLOGY. The RECIPIENT shall use this document when an easement or lease is being acquired for water quality and habitat conservation. The Assignment of Rights requires the signature of the underlying landowner and must be incorporated by reference in the easement document. 3. Easements and Leases. The RECIPIENT may incorporate required language from the Deed of Right or Assignment of Rights directly into the easement or lease document, thereby eliminating the requirement for a separate document. Language will depend on the situation; therefore, the RECIPIENT must obtain ECOLOGY approval on the draft language prior to executing the easement or lease. d. Real Property Acquisition and Relocation Assistance . 1. Federal Acquisition Policies. See Section 4 of this agreement for requirements specific to Section 319 and SRF funded projects. 2. State Acquisition Policies. When state funds are part of this agreement, the RECIPIENT agrees to comply with the terms and conditions of the Uniform Relocation Assistance and Real Property Acquisition Policy of the State of Washington , Chapter 8.26 RCW, and Chapter 468-100 WAC. 3. Housing and Relocation. In the event that housing and relocation costs, as required by federal law set out in subsection (1) above and/or state law set out in subsection (2) above, are involved in the execution of this project, the RECIPIENT agrees to provide any housing and relocation assistance required. e. Hazardous Substances. 1. Certification. The RECIPIENT shall inspect, investigate, and conduct an environmental audit of the proposed acquisition site for the presence of hazardous substances, as defined in RCW 70.105D.020(10), and certify: i. No hazardous substances were found on the site, or ii. Any hazardous substances found have been treated and/or disposed of in compliance with applicable state and federal laws, and the site is deemed “clean.” 2. Responsibility. Nothing in this provision alters the RECIPIENT's duties and liabilities regarding hazardous substances as set forth in RCW 70.105D. 3. Hold Harmless. The RECIPIENT will defend, protect and hold harmless ECOLOGY and any and all of its employees and/or agents, from and against any and all liability, cost (including but not limited to all costs of defense and attorneys' fees) and any and all loss of any nature from any and all claims or suits resulting from the presence of, or the release or threatened release of, hazardous substances on the property the RECIPIENT is acquiring . f. Restriction On Conversion Of Real Property And/Or Facilities To Other Uses The RECIPIENT shall not at any time convert any real property (including any interest therein) or facility acquired, developed, maintained, renovated, and/or restored pursuant to this agreement to uses other than those purposes for which funds were approved without prior approval of ECOLOGY. For acquisition projects that are term limited, such as one involving a lease or a term-limited restoration, renovation or development project or easement, this restriction on conversion shall apply only for the length of the term, unless otherwise provided in written documents or required by applicable state or federal law. In such case, the restriction applies to such projects for the length of the term specified by the lease, easement, deed, or landowner agreement. C. Best Management Practices (BMP) Implementation: If the RECIPIENT installs BMPs that are not approved by Template Version 12/10/2020 Page 24 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton ECOLOGY prior to installation, the RECIPIENT assumes the risk that part or all of the reimbursement for that activity may be delayed or ineligible. For more details regarding BMP Implementation, please reference the Water Quality Financial Assistance Funding Guidelines available on ECOLOGY’s Water Quality Program funding website . D. Electronic Fund Transfers: Payment will be issued through Washington State’s Office of Financial Management’s Statewide Payee Desk. To receive payment you must register as a statewide vendor by submitting a statewide vendor registration form and an IRS W-9 form at website, https://ofm.wa.gov/it-systems/statewide-vendorpayee-services. If you have questions about the vendor registration process or electronic fund transfers, you can contact Statewide Payee Help Desk at (360) 407-8180 or email PayeeRegistration@ofm.wa.gov. E. Equipment Purchase: Equipment purchases over $5,000 and not included in the scope of work or the Ecology approved construction plans and specifications, must be pre-approved by ECOLOGY’s project manager before purchase . All equipment purchases over $5,000 and not included in a contract for work being completed on the funded project, must also be reported on the Equipment Purchase Report in EAGL. F. Funding Recognition: The RECIPIENT must inform the public about ECOLOGY or any EPA (see Section 3.B for Section 319 funded or Section 5.E for SRF funded projects) funding participation in this project through the use of project signs, acknowledgement in published materials, reports, the news media, websites, or other public announcements. Projects addressing site-specific locations must utilize appropriately sized and weather-resistant signs. Sign logos are available from ECOLOGY’s Financial Manager upon request . G. Growth Management Planning: The RECIPIENT certifies by signing this agreement that it is in compliance with the requirements of Chapter 36.70A RCW, “Growth Management Planning by Selected Counties and Cities.” If the status of compliance changes, either through RECIPIENT or legislative action, the RECIPIENT shall notify ECOLOGY in writing of this change within 30 days. H. Interlocal: The RECIPIENT certifies by signing this agreement that all negotiated interlocal agreements necessary for the project are, or shall be, consistent with the terms of this agreement and Chapter 39.34 RCW, “Interlocal Cooperation Act.” The RECIPIENT shall submit a copy of each interlocal agreement necessary for the project to ECOLOGY upon request . I. Lobbying and Litigation: Costs incurred for the purposes of lobbying or litigation are not eligible for funding under this agreement. J. Post Project Assessment Survey: The RECIPIENT agrees to participate in a brief survey regarding the key project results or water quality project outcomes and the status of long-term environmental results or goals from the project approximately three years after project completion. A representative from ECOLOGY’s Water Quality Program may contact the RECIPIENT to request this data. ECOLOGY may also conduct site interviews and inspections , and may otherwise evaluate the project, as part of this assessment. K. Project Status Evaluation: ECOLOGY may evaluate the status at any time. ECOLOGY’s Project Manager and Financial Manager will meet with the RECIPIENT to review spending trends , completion of outcome measures, and overall project administration and performance. If the RECIPIENT fails to make satisfactory progress toward achieving project outcomes , ECOLOGY may change the scope of work, reduce grant funds, or increase oversight measures. L. Technical Assistance: Technical assistance for agriculture activities provided under the terms of this agreement shall be consistent with the current U.S. Natural Resource Conservation Service (“NRCS”) Field Office Technical Guide for Washington State and specific requirements outlined in the Water Quality Funding Guidelines . Technical assistance, proposed practices, or project designs that do not meet these standards may be eligible if approved in writing by ECOLOGY. SECTION 3: THE FOLLOWING CONDITIONS APPLY TO SECTION 319 AND CENTENNIAL CLEAN WATER FUNDED PROJECTS BEING USED TO MATCH SECTION 319 FUNDS. The RECIPIENT must submit the following documents to ECOLOGY before this agreement is signed by ECOLOGY : 1. Federal Funding Accountability and Transparency Act (FFATA) Form, available on the Water Quality Program website. (This form is used for Section 319 funds only) Template Version 12/10/2020 Page 25 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton 2. “Section 319 Initial Data Reporting” form in EAGL. A. Data Reporting: The RECIPIENT must complete the “Section 319 Initial Data Reporting” form in EAGL before this agreement can be signed by Ecology. This form is used to gather general information about the project for EPA . B. Funding Recognition and Outreach: In addition to Section 2.F. of these Special Terms and Conditions, the RECIPIENT shall provide signage that informs the public that the project is funded by EPA . The signage shall contain the EPA logo and follow usage requirements available at http://www2.epa.gov/stylebook/using-epa-seal-and-logo. To obtain the appropriate EPA logo or seal graphic file, the RECIPIENT may send a request to their Ecology Financial Manager. To increase public awareness of projects serving communities where English is not the predominant language , RECIPIENTS are encouraged to provide their outreach strategies communication in non-English languages. Translation costs for this purpose are allowable, provided the costs are reasonable. (Applies to both the Section 319 funded projects and the Centennial match projects) The RECIPIENT shall use the following paragraph in all reports, documents, and signage developed under this agreement: (Applies to Section 319 funded projects only) “This project has been funded wholly or in part by the United States Environmental Protection Agency under an assistance agreement to the Washington State Department of Ecology . The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency , nor does the mention of trade names or commercial products constitute endorsement or recommendation for use.” C. Load Reduction Reporting: The RECIPIENT shall complete the “Section 319 Annual Load Reduction Reporting” form in EAGL by January 15 of each year and at project close-out. ECOLOGY may hold reimbursements until the RECIPIENT has completed the form. This form is used to gather information on best management practices (BMPs) installed and associated pollutant load reductions that were funded as a part of this project. D. Time Extension: The RECIPIENT may request a one-time extension for up to 12 months. However, the time extension cannot exceed the time limitation established in EPA’s assistance agreement . In the event a time extension is requested and approved by ECOLOGY, the RECIPIENT must complete all eligible work performed under this agreement by the expiration date. (For Section 319 funded projects only) SECTION 4: THE FOLLOWING CONDITIONS APPLY TO SECTION 319 AND STATE REVOLVING FUND (SRF) LOAN FUNDED PROJECTS ONLY. A. Accounting Standards: The RECIPIENT shall maintain accurate records and accounts for the project (PROJECT Records) in accordance with Generally Accepted Accounting Principles (GAAP) as issued by the Governmental Accounting Standards Board (GASB), including standards related to the reporting of infrastructure assets or in accordance with the standards in Chapter 43.09.200 RCW “Local Government Accounting – Uniform System of Accounting .” B. Acquisitions: Section 319 and SRF Equivalency project RECIPIENTs shall comply with the terms and conditions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 84 Stat. 1894 (1970)--Public Law 91-646, as amended by the Surface Transportation and Uniform Relocation Assistance Act , PL 100-17-1987, and applicable regulations and procedures of the federal agency implementing that Act . C. Audit Requirements: In accordance with 2 CFR 200.501(a), the RECIPIENT agrees to obtain a single audit from an independent auditor, if their organization expends $750,000 or more in total Federal funds in their fiscal year. The RECIPIENT must submit the form SF-SAC and a Single Audit Report Package within 9 months of the end of the fiscal year or 30 days after receiving the report from an independent auditor. The SF-SAC and a Single Audit Report Package MUST be submitted using the Federal Audit Clearinghouse’s Internet Data Entry System available at : https://facweb.census.gov/.. D. Archaeological Resources and Historic Properties (Section 106): The RECIPIENT shall comply with the additional requirements under section 106 of the National Historic Preservation Act (NHPA, 36 CFR 800). E. Data Universal Numbering System (DUNS) and Central Contractor Registration (CCR) Requirements: RECIPIENTs shall Template Version 12/10/2020 Page 26 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton have a DUNS number. Unless exempted from this requirement under 2 CFR 25.110, the RECIPIENT must ensure that their organization’s information in the System for Award Management (SAM), https://www.sam.gov, is kept current through project closeout. This requires that the RECIPIENT reviews and updates the information at least annually after the initial registration , and more frequently if information changes. F. Disadvantaged Business Enterprise (DBE): General Compliance, 40 CFR, Part 33. The RECIPIENT agrees to comply with the requirements of the Environmental Protection Agency’s Program for Utilization of Small , Minority, and Women’s Business Enterprises (MBE/WBE) 40CFR, Part 33 in procurement under this agreement. Six Good Faith Efforts, 40 CFR, Part 33, Subpart C. The RECIPIENT agrees to make the following good faith efforts whenever procuring construction, equipment, services, and supplies under this agreement. Records documenting compliance with the following six good faith efforts shall be retained: 1) Ensure Disadvantaged Business Enterprises are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. For Indian Tribal, State and Local and Government RECIPIENTs , this shall include placing Disadvantaged Business Enterprises on solicitation lists and soliciting them whenever they are potential sources. 2) Make information on forthcoming opportunities available to Disadvantaged Business Enterprises and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by Disadvantaged Business Enterprises in the competitive process. This includes, whenever possible, posting solicitations for bids or proposals for a minimum of thirty (30) calendar days before the bid or proposal closing date. 3) Consider, in the contracting process, whether firms competing for large contracts could subcontract with Disadvantaged Business Enterprises. For Indian Tribal, State, and Local Government RECIPIENTs, this shall include dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by Disadvantaged Business Enterprises in the competitive process. 4) Encourage contracting with a consortium of Disadvantaged Business Enterprises when a contract is too large for one of these firms to handle individually. 5) Use services and assistance of the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. 6) If the prime contractor awards subcontracts, require the prime contractor to take the five good faith efforts steps in paragraphs 1 through 5 above. The RECIPIENT agrees to submit ECOLOGY’s Contractor Participation Report Form D with each payment request . Contract Administration Provisions, 40 CFR, Section 33.302. The RECIPIENT agrees to comply with the contract administration provisions of 40 CFR, Section 33.302. Non-discrimination Provision. The RECIPIENT shall not discriminate on the basis of race , color, national origin or sex in the performance of this agreement. The RECIPIENT shall carry out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under EPA financial assistance agreements . Failure by the RECIPIENT to carry out these requirements is a material breach of this agreement which may result in the termination of this contract or other legally available remedies. This does not preclude the RECIPIENT from enacting broader nondiscrimination protections . The RECIPIENT shall comply with all federal and state nondiscrimination laws, including but not limited to, Title VI and VII of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title IX of the Education Amendments of 1972, the Age Discrimination Act of 1975, and Chapter 49.60 RCW, Washington’s Law Against Discrimination, and 42 U.S.C. 12101 et seq, the Americans with Disabilities Act (ADA). In the event of the RECIPIENT’s noncompliance or refusal to comply with any applicable nondiscrimination law , regulation, or policy, this agreement may be rescinded, canceled, or terminated in whole or in part and the RECIPIENT may be declared ineligible for further funding from ECOLOGY. The RECIPIENT shall, however, be given a reasonable time in which to cure this noncompliance. The RECIPIENT shall include the following terms and conditions in contracts with all contractors , subcontractors, engineers, Template Version 12/10/2020 Page 27 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton vendors, and any other entity for work or services pertaining to this agreement. “The Contractor will not discriminate on the basis of race, color, national origin or sex in the performance of this Contract. The Contractor will carry out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under Environmental Protection Agency financial agreements . Failure by the Contractor to carry out these requirements is a material breach of this Contract which may result in termination of this Contract or other legally available remedies.” Bidder List, 40 CFR, Section 33.501(b) and (c). The RECIPIENT agrees to create and maintain a bidders list . The bidders list shall include the following information for all firms that bid or quote on prime contracts, or bid or quote subcontracts, including both MBE/WBEs and non-MBE/WBEs. 1. Entity's name with point of contact 2. Entity's mailing address, telephone number, and e-mail address 3. The procurement on which the entity bid or quoted, and when 4. Entity's status as an MBE/WBE or non-MBE/WBE G. Electronic and information Technology (EIT) Accessibility: RECIPIENTs shall ensure that loan funds provided under this agreement for costs in the development or purchase of EIT systems or products provide individuals with disabilities reasonable accommodations and an equal and effective opportunity to benefit from or participate in a program , including those offered through electronic and information technology as per Section 504 of the Rehabilitation Act, codified in 40 CFR Part 7. Systems or products funded under this agreement must be designed to meet the diverse needs of users without barriers or diminished function or quality. Systems shall include usability features or functions that accommodate the needs of persons with disabilities, including those who use assistive technology. H. Hotel-Motel Fire Safety Act: The RECIPIENT shall ensure that all space for conferences , meetings, conventions or training seminars funded in whole or in part with federal funds complies with the protection and control guidelines of the Hotel and Motel Fire Safety Act (15 USC 2225a, PL 101-391, as amended). Recipients may search the Hotel-Motel National Master List at http://www.usfa.dhs.gov/applications/hotel/ to see if a property is in compliance, or to find other information about the Act. Pursuant to 15 USC 2225a. I. Trafficking In Persons: The RECIPIENT and RECIPIENT employees that are private entities shall not engage in forms of trafficking in persons during the period of time this agreement is effective . This includes, but is not limited to, the procurement of a commercial sex act or forced labor. The RECIPIENT shall notify ECOLOGY immediately of any information received from any source alleging a violation under this provision. SECTION 5: THE FOLLOWING CONDITIONS APPLY TO STATE REVOLVING FUND (SRF) LOAN FUNDED PROJECTS ONLY. The RECIPIENT must submit the following documents/forms to ECOLOGY before this agreement is signed by ECOLOGY : 1. Financial Capability Assessment Documentation 2. Opinion of RECIPIENT’s Legal Council 3. Authorizing Ordinance or Resolution 4. Federal Funding Accountability and Transparency Act (FFATA) Form (Required for SRF Equivalency projects only) 5. CWSRF Federal Reporting Information form available in EAGL 6. Fiscal Sustainability Plan (Asset Management) Certification Form in EAGL (Only required if the project includes construction of a wastewater or stormwater facility construction) 7. Cost and Effectiveness Analysis Certification Form in EAGL (Required for all projects receiving SRF Loan funding) 8. State Environmental Review Process (SERP) Documentation (Required for facility projects only) A. Alteration and Eligibility of Project: During the term of this agreement, the RECIPIENT (1) shall not materially alter the design or structural character of the project without the prior written approval of ECOLOGY and (2) shall take no action which would adversely affect the eligibility of the project as defined by applicable funding program rules and state statutes , or which would cause a violation of any covenant, condition, or provision herein. Template Version 12/10/2020 Page 28 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton B. American Iron and Steel (Buy American): This loan provision applies to projects for the construction, alteration, maintenance, or repair of a “treatment works” as defined in the Federal Water Pollution Control Act (33 USC 1381 et seq.) The RECIPIENT shall ensure that all iron and steel products used in the project are produced in the United States . Iron and Steel products means the following products made primarily of iron or steel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. The RECIPIENT may request waiver from this requirement from the Administrator of the Environmental Protection Agency. The RECIPIENT must coordinate all waiver requests through ECOLOGY . This provision does not apply if the engineering plans and specifications for the project were approved by ECOLOGY prior to January 17, 2014. ECOLOGY reserves the right to request documentation of RECIPIENT’S compliance with this provision . C. Authority of RECIPIENT: This agreement is authorized by the Constitution and laws of the state of Washington , including the RECIPIENT’s authority, and by the RECIPIENT pursuant to the authorizing ordinance or resolution . The RECIPIENT shall submit a copy of the authorizing ordinance or resolution to the ECOLOGY Financial Manager before this agreement shall be signed by ECOLOGY. D. Equivalency Projects: (For designated equivalency projects only) 1. The RECIPIENT must procure architectural and engineering services in accordance with the federal requirements in Chapter 11 of Title 40, U.S.C. (see www.gpo.gov/fdsys/pkg/USCODE-2011-title40/pdf/USCODE-2011-title40-subtitleI-chap11.pdf). E. Fiscal Sustainability Plan Certification: The RECIPIENT shall submit a completed Fiscal Sustainability Plan Certification before this agreement is signed by ECOLOGY. The Fiscal Sustainability Plan Certification is available from the ECOLOGY Financial Manager or on the Water Quality Program website . F. Funding Recognition and Outreach: In addition to Section 2.F of these Terms and Conditions, the RECIPIENT agrees to comply with the EPA SRF Signage Guidance in order to enhance public awareness of EPA assistance agreements nationwide. The signage guidance can be found at: https://ecology.wa.gov/About-us/How-we-operate/Grants-loans/Find-a-grant-or-loan/Water-Quality-grants-and-loans/Facility -project-resources. G. Insurance: The RECIPIENT shall at all times carry fire and extended insurance coverage , public liability, and property damage, and such other forms of insurance with responsible insurers and policies payable to the RECIPIENT on such of the buildings, equipment, works, plants, facilities, and properties of the Utility as are ordinarily carried by municipal or privately-owned utilities engaged in the operation of like systems, and against such claims for damages as are ordinarily carried by municipal or privately-owned utilities engaged in the operation of like systems, or it shall self-insure or participate in an insurance pool or pools with reserves adequate, in the reasonable judgment of the RECIPIENT, to protect it against loss. H. Litigation Authority: No litigation is now pending, or to the RECIPIENT’s knowledge, threatened, seeking to restrain, or enjoin: (i) the execution of this agreement; or (ii) the fixing or collection of the revenues, rates, and charges or the formation of the ULID and the levy and collection of ULID Assessments therein pledged to pay the principal of and interest on the loan (for revenue secured lien obligations); or (iii) the levy and collection of the taxes pledged to pay the principal of and interest on the loan (for general obligation-secured loans and general obligation payable from special-assessment-secured loans); or (iv) in any manner questioning the proceedings and authority under which the agreement, the loan, or the project are authorized. Neither the corporate existence, or boundaries of the RECIPIENT nor the title of its present officers to their respective offices is being contested . No authority or proceeding for the execution of this agreement has been repealed, revoked, or rescinded. I. Loan Interest Rate and Terms: This loan agreement shall remain in effect until the date of final repayment of the loan , unless terminated earlier according to the provisions herein. When the Project Completion Date has occurred, ECOLOGY and the RECIPIENT shall execute an amendment to this loan Template Version 12/10/2020 Page 29 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton agreement which details the final loan amount (Final Loan Amount), and ECOLOGY shall prepare a final loan repayment schedule. The Final Loan Amount shall be the combined total of actual disbursements made on the loan and all accrued interest to the computation date. The Estimated Loan Amount and the Final Loan Amount (in either case, as applicable, a “Loan Amount”) shall bear interest based on the interest rate identified in this agreement as the “Effective Interest Rate ,” per annum, calculated on the basis of a 365 day year. Interest on the Estimated Loan Amount shall accrue from and be compounded monthly based on the date that each payment is mailed to the RECIPIENT. The Final Loan Amount shall be repaid in equal installments , semiannually, over the term of this loan “Loan Term” as outlined in this agreement . J. Loan Repayment: Sources of Loan Repayment 1. Nature of RECIPIENT's Obligation. The obligation of the RECIPIENT to repay the loan from the sources identified below and to perform and observe all other agreements and obligations on its part, contained herein, shall be absolute and unconditional, and shall not be subject to diminution by setoff , counterclaim, or abatement of any kind. To secure the repayment of the loan from ECOLOGY, the RECIPIENT agrees to comply with all of the covenants , agreements, and attachments contained herein. 2. For General Obligation. This loan is a General Obligation Debt of the RECIPIENT. 3. For General Obligation Payable from Special Assessments . This loan is a General Obligation Debt of the RECIPIENT payable from special assessments to be imposed within the constitutional and statutory tax limitations provided by law without a vote of the electors of the RECIPIENT on all of the taxable property within the boundaries of the RECIPIENT . 4. For Revenue-Secured: Lien Position. This loan is a Revenue-Secured Debt of the RECIPIENT’s Utility. This loan shall constitute a lien and charge upon the Net Revenue junior and subordinate to the lien and charge upon such Net Revenue of any Senior Lien Obligations. In addition, if this loan is also secured by Utility Local Improvement Districts (ULID) Assessments, this loan shall constitute a lien upon ULID Assessments in the ULID prior and superior to any other charges whatsoever . 5. Other Sources of Repayment. The RECIPIENT may repay any portion of the loan from any funds legally available to it . 6. Defeasance of the Loan. So long as ECOLOGY shall hold this loan, the RECIPIENT shall not be entitled to, and shall not affect, an economic Defeasance of the loan. The RECIPIENT shall not advance refund the loan. If the RECIPIENT defeases or advance refunds the loan , it shall be required to use the proceeds thereof immediately upon their receipt, together with other available RECIPIENT funds, to repay both of the following: (i) The Loan Amount with interest (ii) Any other obligations of the RECIPIENT to ECOLOGY under this agreement , unless in its sole discretion ECOLOGY finds that repayment from those additional sources would not be in the public interest. Failure to repay the Loan Amount plus interest within the time specified in ECOLOGY’s notice to make such repayment shall incur Late Charges and shall be treated as a Loan Default. 7. Refinancing or Early Repayment of the Project. So long as ECOLOGY shall hold this loan, the RECIPIENT shall give ECOLOGY thirty days written notice if the RECIPIENT intends to refinance or make early repayment of the loan . Method and Conditions on Repayments 1. Semiannual Payments. Notwithstanding any other provision of this agreement, the first semiannual payment of principal and interest on this loan shall be due and payable no later than one year after the project completion date or initiation of operation date, whichever comes first. Thereafter, equal payments shall be due every six months. If the due date for any semiannual payment falls on a Saturday, Sunday, or designated holiday for Washington State agencies , the payment shall be due on the next business day for Washington State agencies . Payments shall be mailed to: Department of Ecology Template Version 12/10/2020 Page 30 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Cashiering Unit P.O. Box 47611 Olympia WA 98504-7611 In lieu of mailing payments, electronic fund transfers can be arranged by working with ECOLOGY’s Financial Manager . No change to the amount of the semiannual principal and interest payments shall be made without a mutually signed amendment to this agreement. The RECIPIENT shall continue to make semiannual payments based on this agreement until the amendment is effective, at which time the RECIPIENT’s payments shall be made pursuant to the amended agreement . 2. Late Charges. If any amount of the Final Loan Amount or any other amount owed to ECOLOGY pursuant to this agreement remains unpaid after it becomes due and payable, ECOLOGY may assess a late charge . The late charge shall be one percent per month on the past due amount starting on the date the debt becomes past due and until it is paid in full. 3. Repayment Limitations. Repayment of the loan is subject to the following additional limitations, among others: those on defeasance, refinancing and advance refunding, termination, and default and recovery of payments. 4. Prepayment of Loan. So long as ECOLOGY shall hold this loan, the RECIPIENT may prepay the entire unpaid principal balance of and accrued interest on the loan or any portion of the remaining unpaid principal balance of the Loan Amount . Any prepayments on the loan shall be applied first to any accrued interest due and then to the outstanding principal balance of the Loan Amount. If the RECIPIENT elects to prepay the entire remaining unpaid balance and accrued interest , the RECIPIENT shall first contact ECOLOGY’s Revenue/Receivable Manager of the Fiscal Office . K. Loan Security Due Regard: For loans secured with a Revenue Obligation: The RECIPIENT shall exercise due regard for Maintenance and Operation Expense and the debt service requirements of the Senior Lien Obligations and any other outstanding obligations pledging the Gross Revenue of the Utility, and it has not obligated itself to set aside and pay into the loan Fund a greater amount of the Gross Revenue of the Utility than, in its judgment, shall be available over and above such Maintenance and Operation Expense and those debt service requirements. Where collecting adequate gross utility revenue requires connecting additional users, the RECIPIENT shall require the sewer system connections necessary to meet debt obligations and expected operation and maintenance expenses. Levy and Collection of Taxes (if used to secure the repayment of the loan): For so long as the loan is outstanding, the RECIPIENT irrevocably pledges to include in its budget and levy taxes annually within the constitutional and statutory tax limitations provided by law without a vote of its electors on all of the taxable property within the boundaries of the RECIPIENT in an amount sufficient, together with other money legally available and to be used therefore, to pay when due the principal of and interest on the loan, and the full faith, credit and resources of the RECIPIENT are pledged irrevocably for the annual levy and collection of those taxes and the prompt payment of that principal and interest. Not an Excess Indebtedness: For loans secured with a general obligation pledge or a general obligation pledge on special assessments: The RECIPIENT agrees that this agreement and the loan to be made do not create an indebtedness of the RECIPIENT in excess of any constitutional or statutory limitations . Pledge of Net Revenue and ULID Assessments in the ULID (if used to secure the repayment of this loan): For so long as the loan is outstanding, the RECIPIENT irrevocably pledges the Net Revenue of the Utility , including applicable ULID Assessments in the ULID, to pay when due the principal of and interest on the loan. Utility Local Improvement District (ULID) Assessment Collection (if used to secure the repayment of the loan): All ULID Assessments in the ULID shall be paid into the Loan Fund and used to pay the principal of and interest on the loan. L. Maintenance and Operation of a Funded Utility: The RECIPIENT shall, at all times, maintain and keep the funded Utility in good repair, working order, and condition. M. Opinion of RECIPIENT’s Legal Counsel: The RECIPIENT must submit an “Opinion of Legal Counsel to the RECIPIENT” to ECOLOGY before this agreement will be signed. ECOLOGY will provide the form. N. Prevailing Wage (Davis-Bacon Act): The RECIPIENT agrees, by signing this agreement, to comply with the Davis-Bacon Act prevailing wage requirements. This applies to the construction, alteration, and repair of treatment works carried out, in Template Version 12/10/2020 Page 31 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton whole or in part, with assistance made available by the State Revolving Fund as authorized by Section 513, title VI of the Federal Water Pollution Control Act (33 U.S.C. 1372). Laborers and mechanics employed by contractors and subcontractors shall be paid wages not less often than once a week and at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor. The RECIPIENT shall obtain the wage determination for the area in which the project is located prior to issuing requests for bids, proposals, quotes or other methods for soliciting contracts (solicitation). These wage determinations shall be incorporated into solicitations and any subsequent contracts. The RECIPIENT shall ensure that the required EPA contract language regarding Davis-Bacon Wages is in all contracts and sub contracts in excess of $2,000. The RECIPIENT shall maintain records sufficient to document compliance with the Davis -Bacon Act, and make such records available for review upon request. The RECIPIENT also agrees, by signing this agreement, to comply with State Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable. Compliance may include the determination whether the project involves “public work” and inclusion of the applicable prevailing wage rates in the bid specifications and contracts. The RECIPIENT agrees to maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and make such records available for review upon request. O. Progress Reports: RECIPIENTS funded with State Revolving Fund Loan or Forgivable Principal shall include the following verification statement in the “General Comments” text box of each progress report. “We verify that we are in compliance with all the requirements as outlined in our funding agreement (s) with the Department of Ecology. This includes but is not limited to: - The Davis-Bacon Act, 29 CFR (If applicable) - Washington State Prevailing Wage Rate, Chapter 39.12 RCW (Pertaining to all recipients) - The Disadvantaged Business Enterprise (DBE), 40 CFR, Part 33” P. Representations and Warranties: The RECIPIENT represents and warrants to ECOLOGY as follows: Application: Material Information. All information and materials submitted by the RECIPIENT to ECOLOGY in connection with its loan application were, when made, and are, as of the date the RECIPIENT signs this agreement, true and correct. There is no material adverse information relating to the RECIPIENT, the project, the loan, or this agreement known to the RECIPIENT, which has not been disclosed in writing to ECOLOGY. Existence; Authority. It is a duly formed and legally existing municipal corporation or political subdivision of the state of Washington or a federally recognized Indian Tribe . It has full corporate power and authority to execute, deliver, and perform all of its obligations under this agreement and to undertake the project identified herein. Certification. Each payment request shall constitute a certification by the RECIPIENT to the effect that all representations and warranties made in this loan agreement remain true as of the date of the request and that no adverse developments, affecting the financial condition of the RECIPIENT or its ability to complete the project or to repay the principal of or interest on the loan, have occurred since the date of this loan agreement. Any changes in the RECIPIENT’s financial condition shall be disclosed in writing to ECOLOGY by the RECIPIENT in its request for payment . Q. Sale or Disposition of Funded Utility: The RECIPIENT shall not sell, transfer, or otherwise dispose of any of the works, plant, properties, facilities, or other part of the funded Utility or any real or personal property comprising a part of the funded Utility unless: 1. The facilities or property transferred are not material to the operation of the funded Utility, or have become unserviceable, inadequate, obsolete, or unfit to be used in the operation of the funded Utility or are no longer necessary, material, or useful to the operation of the funded Utility; or 2. The aggregate depreciated cost value of the facilities or property being transferred in any fiscal year comprises no more than three percent of the total assets of the funded Utility; or 3. The RECIPIENT receives from the transferee an amount equal to an amount which will be in the same proportion to the net amount of Senior Lien Obligations and this LOAN then outstanding (defined as the total amount outstanding less the Template Version 12/10/2020 Page 32 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton amount of cash and investments in the bond and loan funds securing such debt) as the Gross Revenue of the funded Utility from the portion of the funded Utility sold or disposed of for the preceding year bears to the total Gross Revenue for that period. 4. Expressed written agreement by the ECOLOGY-. The proceeds of any transfer under this paragraph must be used (1) to redeem promptly, or irrevocably set aside for the redemption of, Senior Lien Obligations and to redeem promptly the loan, and (2) to provide for part of the cost of additions to and betterments and extensions of the Utility. R. Sewer-Use Ordinance or Resolution for Funded Wastewater Facility Projects : If not already in existence, the RECIPIENT shall adopt and shall enforce a sewer-use ordinance or resolution. Such ordinance or resolution shall be submitted to ECOLOGY upon request. The sewer use ordinance must include provisions to: 1) Prohibit the introduction of toxic or hazardous wastes into the RECIPIENT’s sewer system . 2) Prohibit inflow of stormwater into separated sewer systems. 3) Require that new sewers and connections be properly designed and constructed. S. Termination and Default: Termination and Default Events 1. For Insufficient ECOLOGY or RECIPIENT Funds. ECOLOGY may terminate this loan agreement for insufficient ECOLOGY or RECIPIENT funds. 2. For Failure to Commence Work. ECOLOGY may terminate this loan agreement for failure of the RECIPIENT to commence project work. 3. Past Due Payments. The RECIPIENT shall be in default of its obligations under this loan agreement when any loan repayment becomes 60 days past due. 4. Other Cause. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance in full by the RECIPIENT of all of its obligations under this loan agreement . The RECIPIENT shall be in default of its obligations under this loan agreement if, in the opinion of ECOLOGY, the RECIPIENT has unjustifiably failed to perform any obligation required of it by this loan agreement. Procedures for Termination. If this loan agreement is terminated prior to project completion, ECOLOGY shall provide to the RECIPIENT a written notice of termination at least five working days prior to the effective date of termination (the “Termination Date”). The written notice of termination by the ECOLOGY shall specify the Termination Date and , when applicable, the date by which the RECIPIENT must repay any outstanding balance of the loan and all accrued interest (the “Termination Payment Date”). Termination and Default Remedies No Further Payments. On and after the Termination Date, or in the event of a default event, ECOLOGY may, at its sole discretion, withdraw the loan and make no further payments under this agreement. Repayment Demand. In response to an ECOLOGY initiated termination event , or in response to a loan default event, ECOLOGY may at its sole discretion demand that the RECIPIENT repay the outstanding balance of the Loan Amount and all accrued interest. Interest after Repayment Demand. From the time that ECOLOGY demands repayment of funds, amounts owed by the RECIPIENT to ECOLOGY shall accrue additional interest at the rate of one percent per month , or fraction thereof. Accelerate Repayments. In the event of a default, ECOLOGY may, in its sole discretion, declare the principal of and interest on the loan immediately due and payable, subject to the prior lien and charge of any outstanding Senior Lien Obligation upon the Net Revenue. That is, the loan is not subject to acceleration so long as any Senior Lien Obligations are outstanding. Repayments not made immediately upon such acceleration will incur Late Charges . Late Charges. All amounts due to ECOLOGY and not paid by the RECIPIENT by the Termination Payment Date or after acceleration following a default event, as applicable, shall incur late charges. Template Version 12/10/2020 Page 33 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton Intercept State Funds. In the event of a default event and in accordance with Chapter 90.50A.060 RCW, “Defaults,” any state funds otherwise due to the RECIPIENT may, at ECOLOGY’s sole discretion, be withheld and applied to the repayment of the loan. Property to ECOLOGY. In the event of a default event and at the option of ECOLOGY, any personal property (equipment) acquired under this agreement may, in ECOLOGY’s sole discretion, become ECOLOGY’s property. In that circumstance, ECOLOGY shall reduce the RECIPIENT’s liability to repay money by an amount reflecting the fair value of such property . Documents and Materials. If this agreement is terminated, all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the RECIPIENT shall , at the option of ECOLOGY, become ECOLOGY property . The RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Collection and Enforcement Actions. In the event of a default event, the state of Washington reserves the right to take any actions it deems necessary to collect the amounts due, or to become due, or to enforce the performance and observance of any obligation by the RECIPIENT, under this agreement. Fees and Expenses. In any action to enforce the provisions of this agreement, reasonable fees and expenses of attorneys and other reasonable expenses (including, without limitation, the reasonably allocated costs of legal staff ) shall be awarded to the prevailing party as that term is defined in Chapter 4.84.330 RCW. Damages. Notwithstanding ECOLOGY’s exercise of any or all of the termination or default remedies provided in this agreement, the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by ECOLOGY and /or the state of Washington because of any breach of this agreement by the RECIPIENT . ECOLOGY may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from the RECIPIENT is determined . T. User-Charge System for Funded Utilities: The RECIPIENT certifies that it has the legal authority to establish and implement a user-charge system and shall adopt a system of user -charges to assure that each user of the funded utility shall pay its proportionate share of the cost of operation and maintenance, including replacement during the design life of the project. The user-charge system will include provisions for a connection charge . In addition, the RECIPIENT shall regularly evaluate the user-charge system, at least annually, to ensure the system provides adequate revenues necessary to operate and maintain the funded utility, to establish reserves to pay for replacement, and to repay the loan. GENERAL FEDERAL CONDITIONS If a portion or all of the funds for this agreement are provided through federal funding sources or this agreement is used to match a federal grant award, the following terms and conditions apply to you. A. CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION: 1.The RECIPIENT/CONTRACTOR, by signing this agreement, certifies that it is not suspended, debarred, proposed for debarment, declared ineligible or otherwise excluded from contracting with the federal government, or from receiving contracts paid for with federal funds. If the RECIPIENT/CONTRACTOR is unable to certify to the statements contained in the certification, they must provide an explanation as to why they cannot. 2.The RECIPIENT/CONTRACTOR shall provide immediate written notice to ECOLOGY if at any time the RECIPIENT/CONTRACTOR learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 3.The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact Template Version 12/10/2020 Page 34 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton ECOLOGY for assistance in obtaining a copy of those regulations . 4.The RECIPIENT/CONTRACTOR agrees it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable Code of Federal Regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction. 5.The RECIPIENT/CONTRACTOR further agrees by signing this agreement , that it will include this clause titled “CERTIFICATION REGARDING SUSPENSION, DEBARMENT, INELIGIBILITY OR VOLUNTARY EXCLUSION” without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6.Pursuant to 2CFR180.330, the RECIPIENT/CONTRACTOR is responsible for ensuring that any lower tier covered transaction complies with certification of suspension and debarment requirements. 7.RECIPIENT/CONTRACTOR acknowledges that failing to disclose the information required in the Code of Federal Regulations may result in the delay or negation of this funding agreement, or pursuance of legal remedies, including suspension and debarment. 8.RECIPIENT/CONTRACTOR agrees to keep proof in its agreement file , that it, and all lower tier recipients or contractors, are not suspended or debarred, and will make this proof available to ECOLOGY before requests for reimbursements will be approved for payment. RECIPIENT/CONTRACTOR must run a search in <http://www.sam.gov> and print a copy of completed searches to document proof of compliance. B. FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) REPORTING REQUIREMENTS: CONTRACTOR/RECIPIENT must complete the FFATA Data Collection Form (ECY 070-395) and return it with the signed agreement to ECOLOGY. Any CONTRACTOR/RECIPIENT that meets each of the criteria below must report compensation for its five top executives using the FFATA Data Collection Form . ·Receives more than $25,000 in federal funds under this award. ·Receives more than 80 percent of its annual gross revenues from federal funds. ·Receives more than $25,000,000 in annual federal funds. Ecology will not pay any invoices until it has received a completed and signed FFATA Data Collection Form . Ecology is required to report the FFATA information for federally funded agreements , including the required DUNS number, at www.fsrs.gov <http://www.fsrs.gov/> within 30 days of agreement signature. The FFATA information will be available to the public at www.usaspending.gov <http://www.usaspending.gov/>. For more details on FFATA requirements, see www.fsrs.gov <http://www.fsrs.gov/>. C. FEDERAL FUNDING PROHIBITION ON CERTAIN TELECOMMUNICATIONS OR VIDEO SURVEILLANCE SERVICES OR EQUIPMENT: As required by 2 CFR 200.216, federal grant or loan recipients and subrecipients are prohibited from obligating or expending loan or grant funds to: 1.Procure or obtain; 2.Extend or renew a contract to procure or obtain; or Template Version 12/10/2020 Page 35 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton 3.Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that use covered telecommunications equipment, video surveillance services or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232 <https://www.govinfo.gov/content/pkg/PLAW-115publ232/pdf/PLAW-115publ232.pdf>, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities ). Recipients, subrecipients, and borrowers also may not use federal funds to purchase certain prohibited equipment, systems, or services, including equipment, systems, or services produced or provided by entities identified in section 889, are recorded in the System for Award Management (SAM) <https://sam.gov/SAM/> exclusion list. Template Version 12/10/2020 Page 36 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton GENERAL TERMS AND CONDITIONS Pertaining to Grant and Loan Agreements With the state of Washington, Department of Ecology GENERAL TERMS AND CONDITIONS For DEPARTMENT OF ECOLOGY GRANTS and LOANS 06/24/2021 Version 1. ADMINISTRATIVE REQUIREMENTS a) RECIPIENT shall follow the "Administrative Requirements for Recipients of Ecology Grants and Loans – EAGL Edition ." (https://fortress.wa.gov/ecy/publications/SummaryPages/1701004.html) b) RECIPIENT shall complete all activities funded by this Agreement and be fully responsible for the proper management of all funds and resources made available under this Agreement . c) RECIPIENT agrees to take complete responsibility for all actions taken under this Agreement , including ensuring all subgrantees and contractors comply with the terms and conditions of this Agreement . ECOLOGY reserves the right to request proof of compliance by subgrantees and contractors. d) RECIPIENT’s activities under this Agreement shall be subject to the review and approval by ECOLOGY for the extent and character of all work and services. 2. AMENDMENTS AND MODIFICATIONS This Agreement may be altered, amended, or waived only by a written amendment executed by both parties. No subsequent modification(s) or amendment(s) of this Agreement will be of any force or effect unless in writing and signed by authorized representatives of both parties. ECOLOGY and the RECIPIENT may change their respective staff contacts and administrative information without the concurrence of either party. 3. ACCESSIBILITY REQUIREMENTS FOR COVERED TECHNOLOGY The RECIPIENT must comply with the Washington State Office of the Chief Information Officer , OCIO Policy no. 188, Accessibility (https://ocio.wa.gov/policy/accessibility) as it relates to “covered technology.” This requirement applies to all products supplied under the Agreement , providing equal access to information technology by individuals with disabilities, including and not limited to web sites/pages, web-based applications, software systems, video and audio content, and electronic documents intended for publishing on Ecology’s public web site . 4. ARCHAEOLOGICAL AND CULTURAL RESOURCES RECIPIENT shall take all reasonable action to avoid, minimize, or mitigate adverse effects to archaeological and historic archaeological sites, historic buildings/structures, traditional cultural places, sacred sites, or other cultural resources, hereby referred to as Cultural Resources. The RECIPIENT must agree to hold harmless ECOLOGY in relation to any claim related to Cultural Resources discovered , disturbed, or damaged due to the RECIPIENT’s project funded under this Agreement . RECIPIENT shall: a) Contact the ECOLOGY Program issuing the grant or loan to discuss any Cultural Resources requirements for their project : • Cultural Resource Consultation and Review should be initiated early in the project planning process and must be completed prior to expenditure of Agreement funds as required by applicable State and Federal requirements . * For state funded construction, demolition, or land acquisitions, comply with Governor Executive Order 21-02, Archaeological and Cultural Resources. Template Version 12/10/2020 Page 37 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton • For projects with any federal involvement, comply with the National Historic Preservation Act of 1966 (Section 106). b) If required by the ECOLOGY Program, submit an Inadvertent Discovery Plan (IDP) to ECOLOGY prior to implementing any project that involves field activities. ECOLOGY will provide the IDP form. RECIPIENT shall: • Keep the IDP at the project site. • Make the IDP readily available to anyone working at the project site . • Discuss the IDP with staff, volunteers, and contractors working at the project site. • Implement the IDP when Cultural Resources or human remains are found at the project site . c) If any Cultural Resources are found while conducting work under this Agreement , follow the protocol outlined in the project IDP. • Immediately stop work and notify the ECOLOGY Program, who will notify the Department of Archaeology and Historic Preservation at (360) 586-3065, any affected Tribe, and the local government. d) If any human remains are found while conducting work under this Agreement , follow the protocol outlined in the project IDP. • Immediately stop work and notify the local Law Enforcement Agency or Medical Examiner /Coroner’s Office, the Department of Archaeology and Historic Preservation at (360) 790-1633, and then the ECOLOGY Program. e) Comply with RCW 27.53, RCW 27.44, and RCW 68.50.645, and all other applicable local, state, and federal laws protecting Cultural Resources and human remains. 5. ASSIGNMENT No right or claim of the RECIPIENT arising under this Agreement shall be transferred or assigned by the RECIPIENT . 6. COMMUNICATION RECIPIENT shall make every effort to maintain effective communications with the RECIPIENT 's designees, ECOLOGY, all affected local, state, or federal jurisdictions, and any interested individuals or groups. 7. COMPENSATION a) Any work performed prior to effective date of this Agreement will be at the sole expense and risk of the RECIPIENT . ECOLOGY must sign the Agreement before any payment requests can be submitted . b) Payments will be made on a reimbursable basis for approved and completed work as specified in this Agreement . c) RECIPIENT is responsible to determine if costs are eligible. Any questions regarding eligibility should be clarified with ECOLOGY prior to incurring costs. Costs that are conditionally eligible require approval by ECOLOGY prior to expenditure . d) RECIPIENT shall not invoice more than once per month unless agreed on by ECOLOGY . e) ECOLOGY will not process payment requests without the proper reimbursement forms , Progress Report and supporting documentation. ECOLOGY will provide instructions for submitting payment requests . f) ECOLOGY will pay the RECIPIENT thirty (30) days after receipt of a properly completed request for payment. g) RECIPIENT will receive payment through Washington State’s Office of Financial Management’s Statewide Payee Desk . To receive payment you must register as a statewide vendor by submitting a statewide vendor registration form and an IRS W -9 form at website, https://ofm.wa.gov/it-systems/statewide-vendorpayee-services. If you have questions about the vendor registration process, you can contact Statewide Payee Help Desk at (360) 407-8180 or email PayeeRegistration@ofm.wa.gov. h) ECOLOGY may, at its sole discretion, withhold payments claimed by the RECIPIENT if the RECIPIENT fails to satisfactorily comply with any term or condition of this Agreement . i) Monies withheld by ECOLOGY may be paid to the RECIPIENT when the work described herein , or a portion thereof, has been completed if, at ECOLOGY's sole discretion, such payment is reasonable and approved according to this Agreement , as appropriate, or upon completion of an audit as specified herein. Template Version 12/10/2020 Page 38 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton j) RECIPIENT must submit within thirty (30) days after the expiration date of this Agreement, all financial, performance, and other reports required by this Agreement. Failure to comply may result in delayed reimbursement. 8. COMPLIANCE WITH ALL LAWS RECIPIENT agrees to comply fully with all applicable federal, state and local laws, orders, regulations, and permits related to this Agreement, including but not limited to: a) RECIPIENT agrees to comply with all applicable laws, regulations, and policies of the United States and the State of Washington which affect wages and job safety . b) RECIPIENT agrees to be bound by all applicable federal and state laws , regulations, and policies against discrimination. c) RECIPIENT certifies full compliance with all applicable state industrial insurance requirements . d) RECIPIENT agrees to secure and provide assurance to ECOLOGY that all the necessary approvals and permits required by authorities having jurisdiction over the project are obtained. RECIPIENT must include time in their project timeline for the permit and approval processes. ECOLOGY shall have the right to immediately terminate for cause this Agreement as provided herein if the RECIPIENT fails to comply with above requirements. If any provision of this Agreement violates any statute or rule of law of the state of Washington , it is considered modified to conform to that statute or rule of law. 9. CONFLICT OF INTEREST RECIPIENT and ECOLOGY agree that any officer, member, agent, or employee, who exercises any function or responsibility in the review, approval, or carrying out of this Agreement, shall not have any personal or financial interest, direct or indirect, nor affect the interest of any corporation, partnership, or association in which he/she is a part, in this Agreement or the proceeds thereof. 10. CONTRACTING FOR GOODS AND SERVICES RECIPIENT may contract to buy goods or services related to its performance under this Agreement . RECIPIENT shall award all contracts for construction, purchase of goods, equipment, services, and professional architectural and engineering services through a competitive process, if required by State law. RECIPIENT is required to follow procurement procedures that ensure legal, fair, and open competition. RECIPIENT must have a standard procurement process or follow current state procurement procedures . RECIPIENT may be required to provide written certification that they have followed their standard procurement procedures and applicable state law in awarding contracts under this Agreement . ECOLOGY reserves the right to inspect and request copies of all procurement documentation , and review procurement practices related to this Agreement. Any costs incurred as a result of procurement practices not in compliance with state procurement law or the RECIPIENT's normal procedures may be disallowed at ECOLOGY’s sole discretion . 11. DISPUTES When there is a dispute with regard to the extent and character of the work, or any other matter related to this Agreement the determination of ECOLOGY will govern, although the RECIPIENT shall have the right to appeal decisions as provided for below: a) RECIPIENT notifies the funding program of an appeal request . b) Appeal request must be in writing and state the disputed issue(s). c) RECIPIENT has the opportunity to be heard and offer evidence in support of its appeal . d) ECOLOGY reviews the RECIPIENT’s appeal. e) ECOLOGY sends a written answer within ten (10) business days, unless more time is needed, after concluding the review. Template Version 12/10/2020 Page 39 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton The decision of ECOLOGY from an appeal will be final and conclusive , unless within thirty (30) days from the date of such decision, the RECIPIENT furnishes to the Director of ECOLOGY a written appeal. The decision of the Director or duly authorized representative will be final and conclusive. The parties agree that this dispute process will precede any action in a judicial or quasi-judicial tribunal. Appeals of the Director's decision will be brought in the Superior Court of Thurston County . Review of the Director’s decision will not be taken to Environmental and Land Use Hearings Office . Pending final decision of a dispute, the RECIPIENT agrees to proceed diligently with the performance of this Agreement and in accordance with the decision rendered. Nothing in this Agreement will be construed to limit the parties’ choice of another mutually acceptable method , in addition to the dispute resolution procedure outlined above. 12. ENVIRONMENTAL DATA STANDARDS a) RECIPIENT shall prepare a Quality Assurance Project Plan (QAPP) for a project that collects or uses environmental measurement data. RECIPIENTS unsure about whether a QAPP is required for their project shall contact the ECOLOGY Program issuing the grant or loan. If a QAPP is required, the RECIPIENT shall: • Use ECOLOGY’s QAPP Template/Checklist provided by the ECOLOGY, unless ECOLOGY Quality Assurance (QA) officer or the Program QA coordinator instructs otherwise. • Follow ECOLOGY’s Guidelines for Preparing Quality Assurance Project Plans for Environmental Studies , July 2004 (Ecology Publication No. 04-03-030). • Submit the QAPP to ECOLOGY for review and approval before the start of the work . b) RECIPIENT shall submit environmental data that was collected on a project to ECOLOGY using the Environmental Information Management system (EIM), unless the ECOLOGY Program instructs otherwise. The RECIPIENT must confirm with ECOLOGY that complete and correct data was successfully loaded into EIM , find instructions at: http://www.ecy.wa.gov/eim. c) RECIPIENT shall follow ECOLOGY’s data standards when Geographic Information System (GIS) data is collected and processed. Guidelines for Creating and Accessing GIS Data are available at : https://ecology.wa.gov/Research-Data/Data-resources/Geographic-Information-Systems-GIS/Standards. RECIPIENT, when requested by ECOLOGY, shall provide copies to ECOLOGY of all final GIS data layers, imagery, related tables, raw data collection files, map products, and all metadata and project documentation. 13. GOVERNING LAW This Agreement will be governed by the laws of the State of Washington , and the venue of any action brought hereunder will be in the Superior Court of Thurston County. 14. INDEMNIFICATION ECOLOGY will in no way be held responsible for payment of salaries , consultant's fees, and other costs related to the project described herein, except as provided in the Scope of Work. To the extent that the Constitution and laws of the State of Washington permit , each party will indemnify and hold the other harmless from and against any liability for any or all injuries to persons or property arising from the negligent act or omission of that party or that party's agents or employees arising out of this Agreement . 15. INDEPENDENT STATUS The employees, volunteers, or agents of each party who are engaged in the performance of this Agreement will continue to be employees, volunteers, or agents of that party and will not for any purpose be employees, volunteers, or agents of the other party. Template Version 12/10/2020 Page 40 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton 16. KICKBACKS RECIPIENT is prohibited from inducing by any means any person employed or otherwise involved in this Agreement to give up any part of the compensation to which he/she is otherwise entitled to or receive any fee, commission, or gift in return for award of a subcontract hereunder. 17. MINORITY AND WOMEN’S BUSINESS ENTERPRISES (MWBE) RECIPIENT is encouraged to solicit and recruit, to the extent possible, certified minority-owned (MBE) and women-owned (WBE) businesses in purchases and contracts initiated under this Agreement . Contract awards or rejections cannot be made based on MWBE participation; however, the RECIPIENT is encouraged to take the following actions, when possible, in any procurement under this Agreement : a) Include qualified minority and women's businesses on solicitation lists whenever they are potential sources of goods or services. b) Divide the total requirements, when economically feasible, into smaller tasks or quantities, to permit maximum participation by qualified minority and women's businesses. c) Establish delivery schedules, where work requirements permit, which will encourage participation of qualified minority and women's businesses. d) Use the services and assistance of the Washington State Office of Minority and Women 's Business Enterprises (OMWBE) (866-208-1064) and the Office of Minority Business Enterprises of the U.S. Department of Commerce, as appropriate. 18. ORDER OF PRECEDENCE In the event of inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) applicable federal and state statutes and regulations; (b) The Agreement; (c) Scope of Work; (d) Special Terms and Conditions; (e) Any provisions or terms incorporated herein by reference, including the "Administrative Requirements for Recipients of Ecology Grants and Loans"; (f) Ecology Funding Program Guidelines; and (g) General Terms and Conditions. 19. PRESENTATION AND PROMOTIONAL MATERIALS ECOLOGY reserves the right to approve RECIPIENT’s communication documents and materials related to the fulfillment of this Agreement: a) If requested, RECIPIENT shall provide a draft copy to ECOLOGY for review and approval ten (10) business days prior to production and distribution. b) RECIPIENT shall include time for ECOLOGY’s review and approval process in their project timeline . c) If requested, RECIPIENT shall provide ECOLOGY two (2) final copies and an electronic copy of any tangible products developed. Copies include any printed materials, and all tangible products developed such as brochures, manuals, pamphlets, videos, audio tapes, CDs, curriculum, posters, media announcements, or gadgets with a message, such as a refrigerator magnet, and any online communications, such as web pages, blogs, and twitter campaigns. If it is not practical to provide a copy, then the RECIPIENT shall provide a description (photographs, drawings, printouts, etc.) that best represents the item. Any communications intended for public distribution that uses ECOLOGY’s logo shall comply with ECOLOGY’s graphic requirements and any additional requirements specified in this Agreement . Before the use of ECOLOGY’s logo contact ECOLOGY for guidelines. RECIPIENT shall acknowledge in the communications that funding was provided by ECOLOGY . 20. PROGRESS REPORTING Template Version 12/10/2020 Page 41 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton a) RECIPIENT must satisfactorily demonstrate the timely use of funds by submitting payment requests and progress reports to ECOLOGY. ECOLOGY reserves the right to amend or terminate this Agreement if the RECIPIENT does not document timely use of funds. b) RECIPIENT must submit a progress report with each payment request . Payment requests will not be processed without a progress report. ECOLOGY will define the elements and frequency of progress reports . c) RECIPIENT shall use ECOLOGY’s provided progress report format. d) Quarterly progress reports will cover the periods from January 1 through March 31, April 1 through June 30, July 1 through September 30, and October 1 through December 31. Reports shall be submitted within thirty (30) days after the end of the quarter being reported. e) RECIPIENT must submit within thirty (30) days of the expiration date of the project, unless an extension has been approved by ECOLOGY, all financial, performance, and other reports required by the Agreement and funding program guidelines . RECIPIENT shall use the ECOLOGY provided closeout report format. 21. PROPERTY RIGHTS a) Copyrights and Patents. When the RECIPIENT creates any copyrightable materials or invents any patentable property under this Agreement, the RECIPIENT may copyright or patent the same but ECOLOGY retains a royalty free , nonexclusive, and irrevocable license to reproduce, publish, recover, or otherwise use the material(s) or property, and to authorize others to use the same for federal, state, or local government purposes. b) Publications. When the RECIPIENT or persons employed by the RECIPIENT use or publish ECOLOGY information ; present papers, lectures, or seminars involving information supplied by ECOLOGY; or use logos, reports, maps, or other data in printed reports, signs, brochures, pamphlets, etc., appropriate credit shall be given to ECOLOGY. c) Presentation and Promotional Materials. ECOLOGY shall have the right to use or reproduce any printed or graphic materials produced in fulfillment of this Agreement , in any manner ECOLOGY deems appropriate. ECOLOGY shall acknowledge the RECIPIENT as the sole copyright owner in every use or reproduction of the materials . d) Tangible Property Rights. ECOLOGY's current edition of "Administrative Requirements for Recipients of Ecology Grants and Loans," shall control the use and disposition of all real and personal property purchased wholly or in part with funds furnished by ECOLOGY in the absence of state and federal statutes , regulations, or policies to the contrary, or upon specific instructions with respect thereto in this Agreement . e) Personal Property Furnished by ECOLOGY. When ECOLOGY provides personal property directly to the RECIPIENT for use in performance of the project, it shall be returned to ECOLOGY prior to final payment by ECOLOGY . If said property is lost, stolen, or damaged while in the RECIPIENT's possession, then ECOLOGY shall be reimbursed in cash or by setoff by the RECIPIENT for the fair market value of such property . f) Acquisition Projects. The following provisions shall apply if the project covered by this Agreement includes funds for the acquisition of land or facilities: 1. RECIPIENT shall establish that the cost is fair value and reasonable prior to disbursement of funds provided for in this Agreement. 2. RECIPIENT shall provide satisfactory evidence of title or ability to acquire title for each parcel prior to disbursement of funds provided by this Agreement. Such evidence may include title insurance policies, Torrens certificates, or abstracts, and attorney's opinions establishing that the land is free from any impediment, lien, or claim which would impair the uses intended by this Agreement. g) Conversions. Regardless of the Agreement expiration date , the RECIPIENT shall not at any time convert any equipment , property, or facility acquired or developed under this Agreement to uses other than those for which assistance was originally approved without prior written approval of ECOLOGY. Such approval may be conditioned upon payment to ECOLOGY of that portion of the proceeds of the sale, lease, or other conversion or encumbrance which monies granted pursuant to this Agreement bear to the total acquisition, purchase, or construction costs of such property. Template Version 12/10/2020 Page 42 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton 22. RECORDS, AUDITS, AND INSPECTIONS RECIPIENT shall maintain complete program and financial records relating to this Agreement , including any engineering documentation and field inspection reports of all construction work accomplished. All records shall: a) Be kept in a manner which provides an audit trail for all expenditures. b) Be kept in a common file to facilitate audits and inspections. c) Clearly indicate total receipts and expenditures related to this Agreement . d) Be open for audit or inspection by ECOLOGY, or by any duly authorized audit representative of the State of Washington , for a period of at least three (3) years after the final grant payment or loan repayment, or any dispute resolution hereunder. RECIPIENT shall provide clarification and make necessary adjustments if any audits or inspections identify discrepancies in the records. ECOLOGY reserves the right to audit, or have a designated third party audit, applicable records to ensure that the state has been properly invoiced. Any remedies and penalties allowed by law to recover monies determined owed will be enforced. Repetitive instances of incorrect invoicing or inadequate records may be considered cause for termination. All work performed under this Agreement and any property and equipment purchased shall be made available to ECOLOGY and to any authorized state, federal or local representative for inspection at any time during the course of this Agreement and for at least three (3) years following grant or loan termination or dispute resolution hereunder. RECIPIENT shall provide right of access to ECOLOGY, or any other authorized representative, at all reasonable times, in order to monitor and evaluate performance, compliance, and any other conditions under this Agreement . 23. RECOVERY OF FUNDS The right of the RECIPIENT to retain monies received as reimbursement payments is contingent upon satisfactory performance of this Agreement and completion of the work described in the Scope of Work . All payments to the RECIPIENT are subject to approval and audit by ECOLOGY , and any unauthorized expenditure(s) or unallowable cost charged to this Agreement shall be refunded to ECOLOGY by the RECIPIENT . RECIPIENT shall refund to ECOLOGY the full amount of any erroneous payment or overpayment under this Agreement . RECIPIENT shall refund by check payable to ECOLOGY the amount of any such reduction of payments or repayments within thirty (30) days of a written notice. Interest will accrue at the rate of twelve percent (12%) per year from the time ECOLOGY demands repayment of funds. Any property acquired under this Agreement , at the option of ECOLOGY, may become ECOLOGY's property and the RECIPIENT's liability to repay monies will be reduced by an amount reflecting the fair value of such property. 24. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid , such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision , and to this end the provisions of this Agreement are declared to be severable . 25. STATE ENVIRONMENTAL POLICY ACT (SEPA) RECIPIENT must demonstrate to ECOLOGY’s satisfaction that compliance with the requirements of the State Environmental Policy Act (Chapter 43.21C RCW and Chapter 197-11 WAC) have been or will be met. Any reimbursements are subject to this provision. 26. SUSPENSION When in the best interest of ECOLOGY, ECOLOGY may at any time, and without cause, suspend this Agreement or any portion thereof for a temporary period by written notice from ECOLOGY to the RECIPIENT . RECIPIENT shall resume performance on the next business day following the suspension period unless another day is specified by ECOLOGY. Template Version 12/10/2020 Page 43 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton 27. SUSTAINABLE PRACTICES In order to sustain Washington’s natural resources and ecosystems , the RECIPIENT is fully encouraged to implement sustainable practices and to purchase environmentally preferable products under this Agreement . a) Sustainable practices may include such activities as: use of clean energy, use of double-sided printing, hosting low impact meetings, and setting up recycling and composting programs. b) Purchasing may include such items as: sustainably produced products and services, EPEAT registered computers and imaging equipment, independently certified green cleaning products, remanufactured toner cartridges, products with reduced packaging, office products that are refillable , rechargeable, and recyclable, 100% post-consumer recycled paper, and toxic free products. For more suggestions visit ECOLOGY’s web page, Green Purchasing, https://ecology.wa.gov/Regulations-Permits/Guidance-technical-assistance/Sustainable-purchasing. 28. TERMINATION a) For Cause ECOLOGY may terminate for cause this Agreement with a seven (7) calendar days prior written notification to the RECIPIENT, at the sole discretion of ECOLOGY, for failing to perform an Agreement requirement or for a material breach of any term or condition. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination . Failure to Commence Work. ECOLOGY reserves the right to terminate this Agreement if RECIPIENT fails to commence work on the project funded within four (4) months after the effective date of this Agreement, or by any date mutually agreed upon in writing for commencement of work, or the time period defined within the Scope of Work . Non-Performance. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the RECIPIENT of all of its obligations under this Agreement. In the event the RECIPIENT unjustifiably fails, in the opinion of ECOLOGY, to perform any obligation required of it by this Agreement , ECOLOGY may refuse to pay any further funds, terminate in whole or in part this Agreement, and exercise any other rights under this Agreement . Despite the above, the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by ECOLOGY and the State of Washington because of any breach of this Agreement by the RECIPIENT . ECOLOGY may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from the RECIPIENT is determined. b) For Convenience ECOLOGY may terminate for convenience this Agreement , in whole or in part, for any reason when it is the best interest of ECOLOGY, with a thirty (30) calendar days prior written notification to the RECIPIENT, except as noted below. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination . Non-Allocation of Funds. ECOLOGY’s ability to make payments is contingent on availability of funding . In the event funding from state, federal or other sources is withdrawn, reduced, or limited in any way after the effective date and prior to the completion or expiration date of this Agreement, ECOLOGY, at its sole discretion, may elect to terminate the Agreement, in whole or part, or renegotiate the Agreement, subject to new funding limitations or conditions. ECOLOGY may also elect to suspend performance of the Agreement until ECOLOGY determines the funding insufficiency is resolved . ECOLOGY may exercise any of these options with no notification or restrictions, although ECOLOGY will make a reasonable attempt to provide notice. In the event of termination or suspension, ECOLOGY will reimburse eligible costs incurred by the RECIPIENT through the effective date of termination or suspension. Reimbursed costs must be agreed to by ECOLOGY and the RECIPIENT . In no Template Version 12/10/2020 Page 44 of 44State of Washington Department of Ecology Agreement No: Project Title: Recipient Name: WQC-2022-BremPW-00140 Bremerton Watershed Planning City of Bremerton event shall ECOLOGY’s reimbursement exceed ECOLOGY’s total responsibility under the Agreement and any amendments . If payments have been discontinued by ECOLOGY due to unavailable funds , the RECIPIENT shall not be obligated to repay monies which had been paid to the RECIPIENT prior to such termination . RECIPIENT’s obligation to continue or complete the work described in this Agreement shall be contingent upon availability of funds by the RECIPIENT's governing body. c) By Mutual Agreement ECOLOGY and the RECIPIENT may terminate this Agreement, in whole or in part, at any time, by mutual written agreement. d) In Event of Termination All finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, reports or other materials prepared by the RECIPIENT under this Agreement, at the option of ECOLOGY, will become property of ECOLOGY and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Nothing contained herein shall preclude ECOLOGY from demanding repayment of all funds paid to the RECIPIENT in accordance with Recovery of Funds, identified herein. 29. THIRD PARTY BENEFICIARY RECIPIENT shall ensure that in all subcontracts entered into by the RECIPIENT pursuant to this Agreement , the state of Washington is named as an express third party beneficiary of such subcontracts with full rights as such . 30. WAIVER Waiver of a default or breach of any provision of this Agreement is not a waiver of any subsequent default or breach , and will not be construed as a modification of the terms of this Agreement unless stated as such in writing by the authorized representative of ECOLOGY. End of General Terms and Conditions Template Version 12/10/2020 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: April 13, 2022 Resolution No. 3345 rescinding Resolution No. 3099; and establishing Small Public Works Roster Process COUNCIL MEETING Date: April 20, 2022 Department: Public Works Presenter: Melinda Monroe Phone: (360) 473-5306 SUMMARY: On October 21, 2009, Council adopted Resolution No. 3099 rescinding Resolution No. 3058 and updating the procedures for use of MRSC Rosters for the Small Public Works process. The City is now rescinding Resolution No. 3099 as additional changes to the RCW have occurred. Per current RCW, the bid limits of Small Works contracts are updated changing the definition of a Small Public Work from $300,000 to $350,000. Additionally, the dollar amount requiring notification to all vendors on the roster increased from $200,000 to $250,000 and finally, the definition of a Limited Public Work has been increased from $35,000 to contracts valued at under $50,000. The proposed resolution removes references to the dollar limits previously included in Resolution No. 3099, as well as many of the restatement of allowances already provided to the City under RCW 39.04.155. These changes allow City of Bremerton staff to quickly respond to updates to this RCW in the future. ATTACHMENTS: Resolution No. 3345; Resolution No. 3099 FISCAL IMPACTS (Include Budgeted Amount): STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to adopt Resolution No. 3345 rescinding Resolution No. 3099 and update the Small Works Roster process to align with the new limits as allowed per RCW 39.04.155 and award public works, consulting services, vendor supply, architectural, engineering and other professional services via the MRSC Roster process. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 11/09/2021 4F Page 1 of 4 Resolution_________ Rev. 10/2019 RESOLUTION NO. 3345 A RESOLUTION of the City Council of the City of Bremerton, Washington, on the subjects of rescinding Resolution No. 3099 and establishing a Small Public Works Roster process to award public works contracts and a consulting services roster for architectural, engineering and other professional services. WHEREAS, RCW 39.04.155 and other laws regarding contracting for public works by municipalities, allow certain contracts to be awarded by a Small Works Roster process; and WHEREAS, in order to be able to implement Small Works Roster processes, the City is required by law to adopt a resolution establishing specific procedures; and WHEREAS, RCW 39.80.030 requires that an agency publish in advance that agency’s requirement for professional services and that one of the ways to accomplish that notification is to announce generally to the public its projected requirements for any category or type of professional services and request qualification statements to be kept on file with the agency; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. MRSC Rosters. The City currently contracts with the Municipal Research and Services Center of Washington (MRSC) to adopt for the City use those statewide electronic databases for small public works roster and consulting services developed and maintained by MRSC. In addition, paper and/or electronic rosters may be kept on file by appropriate City departments. SECTION 2. Small Public Works Roster. The following Small Works Roster procedures are established for use by the City pursuant to RCW 39.04.155: 1.Cost. The City need not comply with formal sealed bidding procedures for the construction, building, renovation, remodeling, alteration, repair, or improvement of real property where the estimated cost does not exceed the limits as set forth in RCW 39.04.155(1), as currently enacted and hereafter amended, which includes the costs of labor, material, equipment and sales and/or use taxes as applicable. Instead, the City may use the Small Public Works Roster procedures for public works projects as set forth herein. The breaking of any project into units or accomplishing any projects by phases is prohibited if it is done for the purpose of avoiding the maximum dollar amount of a contract that may be let using the Small Works Roster process. 2.Publication. At least once a year, on behalf of the City, MRSC shall publish in a newspaper of general circulation within the jurisdiction a notice of the existence Page 2 of 4 Resolution_________ Rev. 10/2019 of the roster or rosters and solicit the names of contractors for such roster of rosters. Responsible contractors shall be added to appropriate MRSC Roster(s) at any time that they submit a written request and necessary records. The City may require master contracts to be signed that become effective when a specific award is made using a Small Works Roster. 3. Telephone or Written Quotations. The City shall obtain telephone, written or electronic quotations for public works contracts from contractors on the appropriate Small Works Roster to assure that a competitive price is established and to award contracts to a contractor who meets the mandatory bidder responsibility criteria in RCW 39.04.350(1) and may establish supplementary bidder criteria under RCW 39.04.350(2). a. A contract awarded from a Small Works Roster need not be advertised. Invitations for quotations shall include an estimate of the scope and nature of the work to be performed as well as materials and equipment to be furnished. However, detailed plans and specifications need not be included in the invitation. b. Quotations may be invited from all appropriate contractors on the appropriate Small Works Roster. All requirements to invite and notify vendors on the small works roster as set forth in RCW 39.04.155 (2) (c) as currently enacted and hereafter amended shall be followed. The City has the sole option of determining whether notification to the appropriate amount of remaining contractors is made by: i. Publishing notice in a legal newspaper in general circulation in the area where the work is to be done; ii. Mailing a notice to these contractors; or iii. Sending a notice to these contractors by facsimile or email. c. City representatives shall not inform any contractor of the terms or amount of any other bids for the same project until the project has been officially awarded. d. A written record shall be made by the City representative of each contractor’s bid on the project and of any conditions imposed on the bid. Immediately after an award is made, the bid quotations obtained shall be recorded, open to public inspection, and available by telephone inquiry. 4. Limited Small Public Works Process. If a work, construction, alteration, repair or improvement project is estimated not to exceed cost limit set forth in RCW 39.04.155(3), as currently enacted and hereafter amended, the City will solicit electronic or written quotations from a minimum of three contractors from the appropriate Small Works Roster and shall award the contract to the lowest Page 3 of 4 Resolution_________ Rev. 10/2019 responsible bidder as defined under RCW 39.04.010. After an award is made, the quotations shall be open to public inspection and available by electronic request. For limited public works projects, the City may waive the payment and performance bond requirements of chapter 39.08 RCW and the retainage requirements of chapter 60.28 RCW, thereby assuming the liability for the contractor's nonpayment of laborers, mechanics, subcontractors, material men, suppliers, and taxes imposed under Title 82 RCW that may be due from the contractor for the limited public works project. However, the City shall have the right of recovery against the contractor for any payments made on the contractor's behalf. The City shall maintain a list of the contractors contacted and the contracts awarded during the previous 24 months under the limited public works process, including the name of the contractor, the contractor's registration number, the amount of the contract, a brief description of the type of work performed, and the date the contract was awarded. 5. Award. All of the bids or quotations shall be collected by the Department Director or his designee. Awarding and modification of the public works contracts shall follow the limits and approval procedures set forth in BMC 2.76.100 and BMC 2.76.110. SECTION 3. Consulting Services Roster. 1. Consulting Services. Consulting services are professional services that have a primarily intellectual output or product and include architectural and engineering services as defined in RCW 39.80.020. Consulting Services are also open to Master Contract awards via the MRSC Roster. 2. Publication. At least once a year, on behalf of the City, MRSC shall publish in a newspaper of general circulation within the jurisdiction a notice of the existence of the consulting services roster or rosters and solicit statements of qualifications from firms providing consulting services. Such advertisements will include information on how to find the address and telephone number of a representative of the City who can provide further details as to the City’s projected needs for consulting services. Firms or persons providing consulting services shall be added to appropriate MRSC roster or rosters at any time that they submit a written request and necessary records. The City may require master contracts to be signed that become effective when a specific award is made using a consulting services roster. 3. Professional Architectural and Engineering Services. The MRSC Rosters will distinguish between professional architectural and engineering services as defined in RCW 39.80.020 and other consulting services and will announce generally to the public the City’s projected requirements for any category or type of professional or other consulting services. The City reserves the right to publish an Page 4 of 4 Resolution_________ Rev. 10/2019 announcement on each occasion when professional services or other consulting services are required by the agency and to use paper and/or other electronic rosters that may be kept on file by appropriate City departments. SECTION 4. Severability. If any one or more sections, subsections, or sentences of this Resolution are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this Resolution and the same shall remain in full force and effect. SECTION 5. Effective Date. This Resolution shall take effect and be in force immediately upon its passage. PASSED by the City Council of the City of Bremerton, Washington this _____ day of __________________, 20____. MICHAEL GOODNOW, Council President APPROVED AS TO FORM: ATTEST: KYLIE FINNELL, City Attorney ANGELA HOOVER, City Clerk R:\Legal\Legal\Resolutions\Public Works\2022.03.10 -- 3099 Resolution update - Small Works Roster final 3.15.22.doc RESOLUTION NO. 305? A RESOLUTION of the City Council of the City of Bremerton, Washington on the subjects of rescinding Resolution No. 3058 and establishing a Small Public Works Roster process to award public works contracts and a consulting services roster for architectural, engineering and other professional services. WHEREAS, RCW 39.04.155 and other laws regarding contracting for public works by municipalities, allow certain contracts to be awarded by a Small Works Roster process; and WHEREAS, in order to be able to implement Small Works Roster processes, the City is required by law to adopt a resolution establishing specific procedures; and WHEREAS, RCW 39.80.030 requires that an agency publish in advance that agency's requirement for professional services and that one of the ways to accomplish that notification is to announce generally to the public its projected requirements for any category or type of professional services and request qualification statements to be kept on file with the agency; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: SECTION]. MRSC Rosters. The City wishes to contract with the Municipal Research and Services Center of Washington (MRSC) to adopt for the City use those state wide electronic databases for small public works roster and consulting services developed and maintained by MRSC. In addition, paper and/or electronic rosters may be kept on file by appropriate City departments. SECTION Z Small Public Works Roster The following Small Works Roster procedures are established for use by the City pursuant to RCW 39.04.155: 1. Cost. The City need not comply with formal sealed bidding procedures for the construction, building, renovation, remodeling, alteration, repair, or improvement of real property where the estimated cost does not exceed Three Hundred Thousand Dollars ($300,000.00), which includes the costs of labor, material, equipment and sales and/or use taxes as applicable. Instead, the City may use the Small Public Works Roster procedures for public works projects as set forth herein. The breaking of any project into units or accomplishing any projects by phases is prohibited if it is done for the purpose of avoiding the maximum dollar amount of a contract that may be let using the Small Works Roster process. 1 Small Works Roster 2. Publication. At least once a year, on behalf of the City, MRSC shall publish in a newspaper of general circulation within the jurisdiction a notice of the existence of the roster or rosters and solicit the names of contractors for such roster or rosters. Responsible contractors shall be added to appropriate MRSC Roster(s) at any time that they submit a written request and necessary records. The City may require master contracts to be signed that become effective when a specific award is made using a Small Works Roster. 3. Telephone or Written Quotations. The City shall obtain telephone, written or electronic quotations for public works contracts from contractors on the appropriate Small Works Roster to assure that a competitive price is established and to award contracts to a contractor who meets the mandatory bidder responsibility criteria in RCW 39.04.350(1) and may establish supplementary bidder criteria under RCW 39.04.350 (2) a) A contract awarded from a Small Works Roster need not be advertised. Invitations for quotations shall include an estimate of the scope and nature of the work to be performed as well as materials and equipment to be furnished. However, detailed plans and specifications need not be included in the invitation. b) Quotations may be invited from all appropriate contractors on the appropriate Small Works Roster. As an alternative, quotations may be invited from at least five contractors on the appropriate Small Works Roster who have indicated the capability of performing the kind of work being contracted, in a manner that will equitably distribute the opportunity among the contractors on the appropriate roster. Equitably distribute" means that the City may not favor certain contractors on the appropriate Small Works Roster over other contractors on the appropriate Small Works Roster who perform similar services. If the estimated cost of the work is from one hundred fifty thousand dollars 150,000) to three hundred thousand dollars ($300,000), the City may choose to solicit bids from less than all the appropriate contractors on the appropriate Small Works Roster but must notify the remaining contractors on the appropriate Small Works Roster that quotations on the work are being sought. The City has the sole option of determining whether this notice to the remaining contractors is made by: i) Publishing notice in a legal newspaper in general circulation in the area where the work is to be done; ii) Mailing a notice to these contractors; or iii) Sending a notice to these contractors by facsimile or email. c) At the time bids are solicited, the City representative shall not inform a contractor of the terms or amount of any other contractor's bid for the same proj ect; d) A written record shall be made by the City representative of each contractor's bid on the project and of any conditions imposed on the bid. Immediately after an 2 Small Works Roster award is made, the bid quotations obtained shall be recorded, open to public inspection, and available by telephone inquiry. 4. Limited Public Works Process. If a work, construction, alteration, repair, or improvement project is estimated to cost less than thirty-five thousand dollars 35,000), the City may award such a contract using the limited public works process provided under RCW 39.04.155 (3). For a limited public works project, the City will solicit electronic or written quotations from a minimum of three contractors from the appropriate Small Works Roster and shall award the contract to the lowest responsible bidder as defined under RCW 39.04.010. After an award is made, the quotations shall be open to public inspection and available by electronic request. For limited public works projects, the City may waive the payment and performance bond requirements of chapter 39.08 RCW and the retainage requirements of chapter 60.28 RCW, thereby assuming the liability for the contractor's nonpayment of laborers, mechanics, subcontractors, materialmen, suppliers, and taxes imposed under Title 82 RCW that may be due from the contractor for the limited public works project. However, the City shall have the right of recovery against the contractor for any payments made on the contractor's behalf. The City shall maintain a list of the contractors contacted and the contracts awarded during the previous 24 months under the limited public works process, including the name of the contractor, the contractor's registration number, the amount of the contract, a brief description of the type of work performed, and the date the contract was awarded. 5. Determining Lowest Responsible Bidder. The City Council shall award the contract for the public works project to the lowest responsible bidder provided that, whenever there is a reason to believe that the lowest acceptable bid is not the best price obtainable, all bids may be rejected and the City Council may call for new bids. A responsible bidder shall be a registered and/or licensed contractor who meets the mandatory bidder responsibility criteria established by Chapter 133, Laws of 2007 (SHB 2010) and who meets any supplementary bidder responsibly criteria established by the City. 6. Award. The Department Director or designee shall present all telephone quotations /bids and recommendation for award of the contract to the lowest responsible bidder to the City Council. However, for public works projects under 25,000 the Department Director shall have the authority to award public works contracts without City Council approval. For public works projects over $25,000 the City Council shall award all public works contracts. SECTION 3. Consulting Services Roster 3 Small Works Roster 1. Consulting Services. Consulting services are professional services that have a primarily intellectual output or product and include architectural and engineering services as defined in RCW 39.80.020. 2. Publication. At least once a year, on behalf of the City, MRSC shall publish in a newspaper of general circulation within the jurisdiction a notice of the existence of the consulting services roster or rosters and solicit statements of qualifications from firms providing consulting services. Such advertisements will include information on how to find the address and telephone number of a representative of the City who can provide further details as to the City's projected needs for consulting services. Firms or persons providing consulting services shall be added to appropriate MRSC roster or rosters at any time that they submit a written request and necessary records. The City may require master contracts to be signed that become effective when a specific award is made using a consulting services roster. 3. Professional Architectural and Engineering Services. The MRSC Rosters will distinguish between professional architectural and engineering services as defined in RCW 39.80.020 and other consulting services and will announce generally to the public the City's projected requirements for any category or type of professional or other consulting services. The City reserves the right to publish an announcement on each occasion when professional services or other consulting services are required by the agency and to use paper and /or other electronic rosters that may be kept on file by appropriate City departments. SECTION 4. Severability. If any one or more sections, subsections, or sentences of this Resolution are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this Resolution and the same shall remain in full force and effect. SECTION S. Effective Date. This Resolution shall take effect and be in force immediately upon its passage. PASSED y the City Council of the City of Bremerton, Washington thi day of 2009. CECIL MCCONN L, Council President APPROVED AS TO FORM:ATTEST: R ER A. LUBOVICH, City Attorney CAROL E GEN, City rk H: \Contracts \Small Works Roster Resolution 04- 08.doc 4 Small Works Roster AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: April 13, 2022 Resolution No. 3346 acknowledging Match to Surface Transportation Program (STP) Federal Grant Funds for the SR 303 Phase 2 Corridor Improvements Project COUNCIL MEETING Date: April 20, 2022 Department: Public Works & Utilities Presenter: Vicki Grover Phone: (360) 473-5285 SUMMARY: Staff recommend the City pursue funding from the Surface Transportation Program (STP) for the SR 303 Phase 2 Corridor Improvements Project from the current Countywide grant competition. The improvements would include design and construction of an adaptive signal system for 11 intersections from Burwell to Furneys Lane and two mid-block pedestrian crossings (at Dibb Street and between 6th and 11th Streets). The STP program funds projects at a maximum of 86.5% with a minimum match of $13.5%. The estimated cost of this project is $3,000,000, and staff intend to request $ 2,600,000 in grant funds, requiring the City commit to providing matching funds of $400,000. In addition, the STP Program rules state that expending STP grant funds for any phase of a project, including design, commits the recipient to constructing all phases of the project within 10- years of receipt of the grant funds. For this grant cycle, KRCC has required applicants to include acknowledgment of these requirements from the governing body of the City with the grant applications. ATTACHMENTS: Resolution No. 3346 FISCAL IMPACTS (Include Budgeted Amount): If awarded this grant in the Countywide competition, the City would be required to provide $400,000 in matching funds for the project. The match has been identified as Real Estate Excise Tax (REET) and is included in the REET projection. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve Resolution No. 3346 acknowledging the commitments associated with receipt of Surface Transportation Program Grant funds for the SR 303 Phase 2 Corridor Improvements Project. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 11/09/2021 4G Page 1 of 2 Resolution Document Reference Rev. 09/2021 RESOLUTION NO. 3346 A RESOLUTION of the City Council of the City of Bremerton, Washington, acknowledging commitments with receipt of Federal Grant Funds for the SR 303 Phase 2 Corridor Improvements Project. WHEREAS, the Surface Transportation Program (STP) administered by the Federal Highways Administration (FHWA) through both the Puget Sound Regional Council (PSRC) and Kitsap Regional Coordinating Council (KRCC) provides grant funding for capital improvements; and WHEREAS, competition for STP funding is currently open for funding that will become available in the years 2025 and 2026, WHEREAS, the STP program funds projects at a maximum rate of 86.5% with a required match rate of 13.5%; and WHEREAS, expending STP program funds for any phase of a project, including design, commits the recipient to constructing all improvements included in the design within 10- years of receipt of the grant funds; and WHEREAS, the City of Bremerton desires to pursue funding from the STP program through the KRCC Countywide forum for improvements on SR303 between Burwell Street to Furneys Lane, including adaptive signal systems for 11 intersections within the project limits, and add two mid-block crossings (at Dibb Street and between 6th & 11th Streets), hereby designated as the Design and Construction phases of the SR303 Phase II Corridor Improvements project; and WHEREAS, the Design and Construction phases of the SR303 Phase II Corridor Improvements project has an estimated total project cost of $3,000,000; and WHEREAS, the City intends to seek STP grant funds for the project totaling $2,600,000, with the remaining $400,000 being necessary to match the grant funds; and WHEREAS, the Countywide application for STP grant funds requires acknowledgement from applicants of the required grant match and construction commitment; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The recitals and findings of fact set forth in this resolution are hereby incorporated as if fully set forth herein. Page 2 of 2 Resolution Document Reference Rev. 09/2021 SECTION 2. The City Council acknowledges the commitments associated with acceptance of FHWA STP grant funds for the SR303 Phase II Corridor Improvements project as noted in the recitals and findings of fact as set forth above. SECTION 3. Severability. If any one or more sections, subsections, or sentences of this resolution are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this resolution and the same shall remain in full force and effect. SECTION 4. Effective Date. This Resolution shall take effect and be in force immediately upon its passage. PASSED by the City Council of the City of Bremerton, Washington this _____ day of __________________, 2022. MICHAEL GOODNOW, Council President APPROVED AS TO FORM: ATTEST: KYLIE J. FINNELL, City Attorney ANGELA HOOVER, City Clerk R:\Legal\Legal\Forms\FORMS ON COBWEB\Resolution Rev. 09 2021.doc AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: April 13, 2022 Resolution No. 3347 acknowledging Match to Surface Transportation Program (STP) Federal Grant Funds for the 11th Street Roadway Preservation Project COUNCIL MEETING Date: April 20, 2022 Department: Public Works & Utilities Presenter: Vicki Grover Phone: (360) 473-5285 SUMMARY: Staff recommend the City pursue funding from the Surface Transportation Program (STP) for preservation of 11th Street between Kitsap Way and Pacific Avenue from the current Countywide grant competition. The improvements would include design and construction of mill and fill of the roadway, 56 ADA Curb Ramp upgrades, and traffic signal ADA upgrades. The STP program funds projects at a maximum of 86.5% with a minimum match of $13.5%. The estimated cost of this project is $6,000,000, and staff intend to request $ 5,200,000 in grant funds, requiring the City commit to providing matching funds of $800,000. In addition, the STP Program rules state that expending STP grant funds for any phase of a project, including design, commits the recipient to constructing all phases of the project within 10-years of receipt of the grant funds. For this grant cycle, KRCC has required applicants to include acknowledgment of these requirements from the governing body of the City with the grant applications. ATTACHMENTS: Resolution No. 3347 FISCAL IMPACTS (Include Budgeted Amount): If awarded this grant in the Countywide competition, the City would be required to provide $800,000 in matching funds for the project. The match has been identified as Real Estate Excise Tax (REET) and is included in the REET projection. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve Resolution No.3347 acknowledging the commitments associated with receipt of Surface Transportation Program Grant funds for the 11th Street Roadway Preservation Project. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 11/09/2021 5G Page 1 of 2 Resolution Document Reference Rev. 09/2021 RESOLUTION NO. 3347 A RESOLUTION of the City Council of the City of Bremerton, Washington, acknowledging commitments with receipt of Federal Grant Funds for the 11th Street Roadway Preservation Project. WHEREAS, the Surface Transportation Program (STP) administered by the Federal Highways Administration (FHWA) through both the Puget Sound Regional Council (PSRC) and Kitsap Regional Coordinating Council (KRCC) provides grant funding for capital improvements; and WHEREAS, competition for STP funding is currently open for funding that will become available in the years 2025 and 2026, WHEREAS, the STP program funds projects at a maximum rate of 86.5% with a required match rate of 13.5%; and WHEREAS, expending STP program funds for any phase of a project, including design, commits the recipient to constructing all improvements included in the design within 10- years of receipt of the grant funds; and WHEREAS, the City of Bremerton desires to pursue funding from the STP program through the KRCC Countywide forum for improvements on 11th Street between Kitsap Way and Pacific Avenue, Including 56 Curb Ramp ADA Upgrades and Traffic Signal ADA Upgrades, hereby designated as the Design and Construction phases of the 11th Street Roadway Preservation project; and WHEREAS, the Design and Construction phases of the 11th Street Roadway Preservation project has an estimated total project cost of $6,000,000; and WHEREAS, the City intends to seek STP grant funds for the project totaling $5,200,000, with the remaining $800,000 being necessary to match the grant funds; and WHEREAS, the Countywide application for STP grant funds requires acknowledgement from applicants of the required grant match and construction commitment; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The recitals and findings of fact set forth in this resolution are hereby incorporated as if fully set forth herein. Page 2 of 2 Resolution Document Reference Rev. 09/2021 SECTION 2. The City Council acknowledges the commitments associated with acceptance of FHWA STP grant funds for the 11th Street Roadway Preservation project as noted in the recitals and findings of fact as set forth above. SECTION 3. Severability. If any one or more sections, subsections, or sentences of this resolution are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this resolution and the same shall remain in full force and effect. SECTION 4. Effective Date. This Resolution shall take effect and be in force immediately upon its passage. PASSED by the City Council of the City of Bremerton, Washington this _____ day of __________________, 2022. MICHAEL GOODNOW, Council President APPROVED AS TO FORM: ATTEST: KYLIE J. FINNELL, City Attorney ANGELA HOOVER, City Clerk R:\Legal\Legal\Forms\FORMS ON COBWEB\Resolution Rev. 09 2021.doc AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: April 13, 2022 Goods & Services Agreement for Sole Source Purchase of High Flow Pumps from APSCO, LLC for Lift Station EB-2; and related Budget Amendment COUNCIL MEETING Date: April 20, 2022 Department: PW&U/WWTP Presenter: Eric J. Burris Phone: (360) 473-5448 SUMMARY: Lift station EB-2 has three high-flow pumps that need to be replaced due to age and condition. Service at this location has been especially harsh given saltwater intrusion into the wetwell (since corrected), coupled with intermittent submersion of the pumps that combined to degrade the pump casings to the point that they are no longer reliable. The Flowserve pumps are being sole sourced to avoid high-cost modifications to the wetwell that would be necessary if a different brand of pumps were installed. Staff received a quote from APSCO, LLC for three new, direct replacement pumps in the amount of $277,026 including applicable tax and freight. ATTACHMENTS: 1) Goods & Services Agreement; 2) Quote from APSCO, LLC; and 3) Sole Source Justification FISCAL IMPACTS (Include Budgeted Amount): An increase to the Wastewater Capital Budget is required since this purchase was not included in the 2022 budget. Sufficient funds are available in the Wastewater Capital Fund 454. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to approve a $280,000 increase to the 2022 Wastewater Capital Budget, and approve the Goods & Services Agreement with APSCO, LLC for three Flowserve Pumps in the amount of $277,026 including sales tax, and authorize the Mayor to finalize and execute with substantially the same terms and conditions as presented. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 01/02/2018 4I Page 1 of 8 Goods and Services Agreement Rev. 09/2021 GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and APSCO, LLC ("Vendor"), whose mailing address is: PO BOX 2639, KIRKLAND, WA 98083-2639. 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: Three (3) Flowserve MSX Pump Model 6MSX19AW. II. TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services within 24 WEEKS from the date all parties have signed this Agreement. III. COMPENSATION. The City shall pay the Vendor the total amount of $277,026.00, including applicable Washington State Sales Tax, for the goods, materials and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Delivery of the pumps 24 weeks from acceptable order and release to manufacture as stated per Exhibit A. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services on its own or from a third party, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct the cost to complete this Agreement, including any Additional Costs, from any and all amounts due or to become due the Vendor. 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. Page 2 of 8 Goods and Services Agreement Rev. 09/2021 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. 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 its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment the Vendor must complete the change order work; however, the Vendor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Vendor. If the Vendor disagrees with anything required by a change order, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor shall: 1. Immediately give a signed written notice of protest to the City; Page 3 of 8 Goods and Services Agreement Rev. 09/2021 2. Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a. The date of the Vendor's protest. b. The nature and circumstances that caused the protest. c. The provisions in this Agreement that support the protest. d. The estimated dollar cost, if any, of the protested work and how that estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. 3. The Vendor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. B. Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. C. Vendor's Acceptance of Changes. The Vendor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, 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 d ays from the date Vendor knew, or should have known, of the facts giving rise to the claim. At a minimum, a Vendor's Page 4 of 8 Goods and Services Agreement Rev. 09/2021 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. 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 within 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. Page 5 of 8 Goods and Services Agreement Rev. 09/2021 Before beginning work on the project described in this Agreement, the Vendor shall provide a Certificate of Insurance evidencing: A. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and B. 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. C. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate. D. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. E. 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. Page 6 of 8 Goods and Services Agreement Rev. 09/2021 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 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. Page 7 of 8 Goods and Services Agreement Rev. 09/2021 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 County, 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 addressee at the address stated in this Agreement. Notices to be sent to: Notices to be sent to: CITY: VENDOR: Attn: Attn: City of Bremerton 345 6th Street, Suite 100 Bremerton, WA 98337-1891 M. Assignment. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void. Page 8 of 8 Goods and Services Agreement Rev. 09/2021 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. IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: VENDOR: City of Bremerton APSCO, LLC 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 R:\Legal\Legal\Forms\FORMS ON COBWEB\Goods and Services Agreement Rev 09 2021.docx APSCO SCOPE OF SUPPLY Page 1 Date: February 28, 2022 To: Kevin Golnik Customer: City of Bremerton, WA Subject: Scope of Supply and Commercial Offer REV1 APSCO is pleased to provide the following detailed scope of work for the Duplicate Replacement Flowserve MSX Submersible Pumps for the City of Bremerton, WA. Duplicate Flowserve 6MSX19AW Submersible Pump Equipment Quoted: • Equipment Serial Number: 03M0021, 03M0022, 03M0023 • Manufacturer: Flowserve Equipment Supply Details: • Quantity (3) Three Flowserve MSX Pump Model 6MSX19AW • Conditions of service: 2,175 U.S. gpm at 91 ft TDH • Motor 75HP, 1200RPM, 460/3/60 • Casing Material: Cast Iron • Impeller Material: Cast Iron • Pump Shaft Material: 416SS • Casing Wear Ring Material: Hardened Stainless Steel • Impeller Wear Ring Material: Hardened Stainless Steel Spare Parts: • None Quoted. Accessories: • Lifting Bail Control Panels: • None quoted Variable Frequency Drives: • None quoted Factory Services: • None quoted Field Services: • None Quoted. Documentation: • None Quoted. Equipment Delivery: • Delivery 24 weeks from acceptable order and release to manufacture. APSCO SCOPE OF SUPPLY Page 2 Warranty: • 12 months from delivery not to exceed 18 months from shipment Comments/Exceptions: • Testing is not included in proposal. • Any coatings will be duplicated. However modern day equivalent coatings may need to be provided where needed due to discontinued coating products. Exclusions: • Installation of equipment • Pressure monitoring devices • Field painting • Concrete work, foundations, piping, or piping fittings • Valves, gauges, meters, or other fittings except as described herein • Hatches, hoists or davit cranes unless noted above • Anchor bolts or special tools • Guide rails • Conduit, wiring or cable except as noted herein • Process instrumentation, controls, or electrical wiring unless included above • Field testing and equipment unless noted above • Video taping of training • Taxes of any kind Terms: • Payment Terms: 100% Net 30 Days Quote Validity: • 60 Days Price: • ………………………………………………………………………$____251,400.00_____ Taxes (9%): • ………………………………………………………………………$_____22,626.00_____ Freight to Jobsite: • ………………………………………………………………………$______3,000.00_____ Total: • ………………………………………………………………………$____277,026.00_____ Attachments: • APSCO Terms and Conditions Contacts: Sales Engineer: Application Engineer: Joe Kernkamp Josh Clark Cell Phone: (206)-890-4039 Office Phone: 425-448-9510 90 80 70 200 180 160 140 60 120 50 100 40 -13 20 10 0 80 60 40 20 0 ------1 i-- ,I - . 1 1 I , ,1 1 1 ___1 __I1 1 ._ __L_I .--_ I _ _ I _ -; ------..... . . __ --_--I I I-_______ ._____|1 I ._I . _L l__I __I __ -1 --- I ______[I _ N1 i I I I I __I_ ___ ._____! I I 1 I. I _- - - -- I 1 L_Il; __...1___ ; __ .-'-[1.....-- I _ ,1 1 I I ;1 f I I . 0 500 1000 1500 Capacity USGPM 2000 2500 75 3000 0 This curves shows the expected heads and efficiencies at other capacities but this additional data is approximate only and not guaranteed.FLOWSERVE Model 6MSX19A Speed 1175 RPM Curve Number S002664 APSCO LLC TERMS AND CONDITIONS OF SALE 1. SCOPE: Unless otherwise agreed in writing, Seller's (APSCO, LLC) acceptance of Purchaser's purchase order is conditioned upon Purchaser accepting these terms and conditions. Seller sells its equipment in accordance with the following provisions. 2. PRICES: Prices are F.O.B. Seller's or its supplier's plant. Prices do not include any federal, state or local sales, use or other taxes and taxes will be added to the sale price for Purchaser's account. 3. TERMS: Unless otherwise agreed, all invoices are due and payable 100% net 30 days from date of shipment or notification of readiness to ship. All credit terms are offered subject to Purchaser's credit worthiness with said worthiness to be determined solely by the Seller. Full payment is due as indicated and late payment may be subject to a specified service charge. Purchaser shall pay the full invoiced amount to Seller, regardless of any payment schedule between Purchaser and the Owner, or others. If Purchaser is in default in any payment, Seller may offset any monies of Purchaser available to Seller or in Seller's possession; declare all payments for work completed immediately due and payable; stop all further work until payments are brought current and/or require advance payment for future shipments. 4. ITEMS INCLUDED: Each sale includes only the equipment described in the order. Responsibility for proper operation of equipment if not installed or operated in accordance with Seller's instructions, rests entirely with Purchaser. Seller shall supply only those safety devices, if any, described in the order or in its proposal and drawings, and shall comply with those provisions of the federal Occupational Health and Safety Act of 1970 which Purchaser and Seller have identified as specifically applicable to the manufacture of Seller's equipment hereunder. Seller shall not be responsible for compliance with state or local safety and health statutes of special application unless it has accepted such responsibility in writing. 5. SECURITY INTEREST: Seller retains a security interest in and right of repossession to the equipment until the full purchase price has been paid. Purchaser will not encumber nor permit others to encumber said equipment by any liens or security instruments. In the event legal action is necessary to enforce Purchaser's obligations under this order, Seller shall be entitled to recover its court costs and reasonable attorney's fees if it prevails. Purchaser shall provide insurance for Seller's benefit to protect Seller’s interest against loss or damage until invoice is fully paid. 6. SHIPMENTS AND DELIVERY: Seller shall use its reasonable efforts to meet all shipment or delivery dates recited herein or in Purchaser's order, but any such dates are estimates only and are not guaranteed. Seller shall have no liability to Purchaser for damages or penalties, direct or indirect, for any delay in shipment or delivery, whether such delay is minor or substantial, nor shall Purchaser have the right to declare a breach of contract because of any such delay. Delivery of schedules are subject to prompt receipt by Seller of all necessary information and instructions from Purchaser, including any required approval of drawings, and establishment of agreed terms of payment. Unless otherwise agreed, all shipments are F.O.B. Seller's factory and all claims for damage, delay, or shortage arising from any shipment shall be made directly against the carrier by the Purchaser. When shipments are specified F.O.B. destination, Purchaser shall inspect the equipment, and notify Seller of any damage or shortage within seven days of receipt. Failure to so notify Seller shall constitute acceptance by Purchaser, relieving Seller of liability for damages or shortages. Unless prohibited by Purchaser, Seller shall make partial shipments of completed items for payment under terms of order. 7. WARRANTY: Seller warrants equipment of its manufacture only in accordance with its current applicable Seller’s Product warranty against defects in workmanship and materials, which warranty is incorporated by reference and made a part hereof. 8. PATENTS: Seller agrees that it will defend and indemnify Purchaser against damages arising from proceedings, alleging that Seller's equipment infringes any apparatus claim of a patent existing as of date of order, provided Seller is given prompt written notice of such proceeding or threat thereof under a patent, and Purchaser accords Seller full control of the defense, applicable patent/fraud counterclaims, settlement or compromise thereof and any recoveries thereunder. Purchaser agrees that it shall furnish Seller, on request, all needed information, assistance and authority to enable Seller so to defend. Seller will reimburse Purchaser for actual out-of-pocket expenses, exclusive of legal fees, incurred in rendering assistance at Seller's request. The foregoing states the entire liability of Seller with respect to patent infringement. Purchaser agrees that it shall indemnify the Seller against all claims, demands, damages, penalties, costs and expenses to which the Seller may become liable by reason of any infringement or alleged infringement of a patent or patents arising out of performance of this order if the equipment is constructed in accordance with Purchaser's detailed drawings or designs submitted to Seller. 9. CANCELLATION, SUSPENSION OR DELAY: If Purchaser requests or causes a cancellation, suspension or delay of Seller's work, Purchaser shall pay Seller all appropriate charges incurred up to date of such cancellation, suspension or delay, plus Seller's overhead and reasonable profit. Additionally, all charges related to and risks incident to storage, disposition, and/or resumption of work shall be borne solely by Purchaser. 10. LIMITATION OF LIABILITY: Seller shall not be liable to Purchaser for any consequential or incidental damages of any nature for any reason whatsoever, whether such damages are based in contract or in tort, including strict liability or negligence. The remedies stated in Seller's warranty attached hereto constitute the sole and exclusive remedy of Purchaser for any defect in material and workmanship or performance failure of Seller's equipment. Seller’s liability for direct damages shall not exceed the material portion of the contract price for the defective equipment. 11. CHANGES AND BACKCHARGES: Seller shall not be obligated to make any changes in or additions to the scope of the work unless Seller agrees thereto and an equitable adjustment is made to price and/or delivery. Seller will not approve or accept returns of or backcharges for labor, materials or other costs incurred in modification, adjustment, service or repair or equipment unless previously approved in writing by an authorized employee of Seller. 12. CHANGES IN DESIGN: With proper notification in writing to Purchaser, Seller reserves the right to modify the design and construction of equipment in order to incorporate improvements or to substitute material equal or superior to that originally specified. No charge shall be made to Purchaser for modifications made to Seller's option. 13. PROPRIETARY INFORMATION: All information furnished by Seller is solely for Purchaser's use in connection with the equipment purchased herein, and shall not be disclosed to any third party without Seller’s prior written consent, unless required by law. 14. FORCE MAJUERE: The Seller shall be relieved of its obligations hereunder and of any liabilities contained herein whenever and to the extent to which the fulfillment of such obligations is prevented, frustrated or impeded by conforming to any statue or any rule, regulation, order or requisition made thereunder, or any consequence thereof, by state, federal, national or international prohibition or sanction, by war (whether declared or not), military activity, terrorism, acts of public enemies, accidents, fire, flood, nuclear fallout, acts of God or any cause of like or different kind beyond its control, or by reason of any industrial dispute, or any consequence thereof. 15. GOVERNING LAW: This agreement shall be interpreted in accordance with the laws of the State of Washington, U.S.A., which laws shall be deemed to be the governing law of this contract with regard to any disputes or questions of interpretation between the parties. Tom Knuckey Digitally signed by Tom Knuckey Date: 2022.03.29 09:43:06 -07'00' AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Study Session Date: April 13, 2022 Professional Services Agreement with Kennedy Jenks for a Wastewater Comprehensive Plan Amendment COUNCIL MEETING Date: April 20, 2022 Department: PW&U-Engineering Presenter: Ned Lever Phone: (360) 473-2398 SUMMARY: The City of Bremerton is working with Mason County to coordinate wastewater services in the Puget Sound Industrial Center (PSIC). The City has selected Kennedy Jenks to amend the 2014 Wastewater Comprehensive Plan (WWCP) to address the cooperative planning for collection system improvements and wholesale wastewater treatment services that would be provided by Mason County at their existing treatment facility. This update to the WWCP outlines the capital facilities necessary and will define the fundamental issues that need to be addressed to coordinate the shared wastewater services in the PSIC Area. ATTACHMENTS: 1. Professional Services Agreement with Exhibits A and B FISCAL IMPACTS (Include Budgeted Amount): The budgeted amount of $100,000 is included in the Wastewater CIP. STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing RECOMMENDED MOTION: Move to award the Professional Services Agreement with Kennedy Jenks for the Wastewater Comprehensive Plan Amendment in the amount of $66,614; 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 4J Bremerton/Kennedy Jenks Page 1 of 7 Wastewater Comprehensive Plan Amendment April 2022 PROFESSIONAL SERVICES AGREEMENT Wastewater Comprehensive Plan Amendment The City of Bremerton (“City”) and Kennedy Jenks (“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 March 3, 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. 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 by March 31, 2023. III.Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $66,614. 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 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 Bremerton/Kennedy Jenks Page 2 of 7 Wastewater Comprehensive Plan Amendment April 2022 employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City’s administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V.Indemnification: A.Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement 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. The provisions of this section shall survive the expiration or termination of this Agreement. Bremerton/Kennedy Jenks Page 3 of 7 Wastewater Comprehensive Plan Amendment April 2022 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 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 Bremerton/Kennedy Jenks Page 4 of 7 Wastewater Comprehensive Plan Amendment April 2022 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 Federal Way, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this 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. 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 Bremerton/Kennedy Jenks Page 5 of 7 Wastewater Comprehensive Plan Amendment April 2022 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 office in Federal Way, 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: Angela Hoover Attn: Andrew Perez City of Bremerton Kennedy Jenks 345 6th Street, Suite 100 32001 32nd Avenue South, Suite 100 Bremerton, WA 98337-1891 Federal Way, WA 98001 J.Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K.Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. Bremerton/Kennedy Jenks Page 6 of 7 Wastewater Comprehensive Plan Amendment April 2022 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, 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 Bremerton/Kennedy Jenks Page 7 of 7 Wastewater Comprehensive Plan Amendment April 2022 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 KENNEDY JENKS By: By: Print Name: Greg Wheeler Print Name: Its: Mayor Its: Date: Date: APPROVED AS TO FORM: ATTEST: By: By: Kylie J. Finnell, Bremerton City Attorney Angela Hoover, City Clerk Michael Lubovich Operations Manager EXHIBIT A SCOPE OF SERVICES March 3, 2022 Project Title: City of Bremerton Wastewater Comprehensive Plan Amendment Background Mason County (County) in partnership with the City of Bremerton (City) is planning to extend sewer to the Mason County-Kitsap County line near WSDOT’s proposed Freight Corridor. Northeast of the proposed extension, the PSIC is currently sewered by a Large Onsite Septic System (LOSS) which is owned by the Port of Bremerton. The City’s most recent Wastewater Comprehensive Plan (Plan) shows future PSIC expansions as being sewered by regional treatment facilities located within the City limits. Mason County’s extension of sewer service from their existing service area to the terminus of the Freight Corridor will allow the City to connect portions of the PSIC that would have otherwise required an expansion of the LOSS or a new treatment facility. The City has selected Kennedy Jenks (Contractor) to amend the latest Plan to revise the sewer plan for the PSIC to include the forthcoming Mason County sewer extension and provide for wholesale wastewater treatment services that would be provided by Mason County at their existing treatment facility. Task 1: Plan Amendment Contractor will prepare a Plan Amendment for submission to the Washington State Department of Ecology (Ecology). Contractor Services: Sub-Task 101: Kickoff Meeting a. Prepare for, attend, and facilitate the kick-off meeting with the County and design team members. The meeting is anticipated to have a 1-hour duration. Sub-Task 102: Document Review b.Collect and review existing Plan documents. c.Collect and review PSIC Subarea Plan Sub-Task 103: Phasing Plan Technical Memo a)Develop flow projections and phasing plan b)Prepare a draft Technical Memo for City detailing the flow projections and phasing plan for City review c)Incorporate City comments Sub-Task 104: Plan Amendment Draft Preparation d.Prepare a draft for City review e.Incorporate City comments f.Submit to Ecology for review Sub-Task 105: Plan Amendment Final Draft g. Incorporate Ecology comments h.Submit to Ecology for approval i.Submit final Plan Amendment to Ecology for approval. Sub-Task 106: Ecology Coordination j.Prepare for, attend and facilitate a virtual Kick-off Meeting with Ecology to discuss amendment. The meeting is anticipated to have a 1-hour duration. k.Prepare for, attend and facilitate a virtual Plan Comment Review Meeting with Ecology to discuss amendment. Sub-Task 107: SEPA Checklist (Sub-Contractor) l.Sub-Contractor will prepare the SEPA checklist for the proposed project in conformance with Washington Administrative Code (WAC) 197-11-960 and City standards. The SEPA checklist will briefly describe the project and address the project’s effect on elements of the environment. The Checklist will include a list of permit requirements for the project. Either a Determination of Non- Significance (DNS) or a mitigated DNS will be issued for the project. Deliverables: •Meeting Agendas and Notes (Electronic, Adobe Acrobat format). •Draft Phasing Plan Technical Memo (Electronic, Adobe Acrobat format). •Final Phasing Plan Technical Memo (Electronic, Adobe Acrobat format). •Draft Plan Amendment (Electronic, Adobe Acrobat format). •Final Plan Amendment (Electronic, Adobe Acrobat format). •SEPA checklist (Electronic, Adobe Acrobat format). Assumptions: •Kick-Off Meeting will be in person and attended by two (2) Consultants. •Ecology meetings will be virtual and attended by two (2) Consultants •Flow projections will be taken from Plan, 2012 SKIA (PSIC) Sub-Area Plan, and/or recent information provided by City’s planning department. •Phasing Plan and flow projections will not require •City staff will prepare and publish the DNS (or mitigated DNS) from the SEPA Checklist. •City will be responsible for any interlocal agreements or similar agreements with Mason County and/or the Port of Bremerton which will be required by Ecology as part of the Plan amendment. Task 2 – Project Management Contractor Services: Project Setup a. Contractor will set up the project within Contractor’s accounting system, prepare sub-consulting agreements, and issue a Project Initiation Plan to the deign team, outlining the scope and budget, and develop a baseline schedule. Project Work Plan b. Contractor shall prepare a Project Plan (PWP) as part of the project development efforts. The PWP shall consist of: i. City Expectations ii. Scope of Work (from contract) iii. Staffing Plan, including the Team Organization and Responsibilities iv. Work Plan v. Baseline Schedule (MS Project) vi. Quality Plan Project Management and Administration c. Contractor shall provide project management services needed to execute the scope of work. This shall consist of project administration related to schedule, budget, and scope management, and communication of project activities with the County. d. Contractor will provide management and oversight of in-house project personnel and subconsultants throughout the project. This task shall also consist of the provision of administrative support in the Contractor’s office for the duration of the project. e. Contractor will review and monitor project budget and progress on a regular basis, as well as management of in-house and subconsultant activities. f. Contractor will allocate resources to meet project objectives based on this scope of work and will perform project controls activities to accomplish day to day management of the work. Monthly Project Invoice and Status Report g. Contractor will establish and maintain a Project accounting system to organize and track Project costs in accordance with the Agreement and the work breakdown structure (WBS). h. Contractor will prepare and submit monthly invoices electronically to the County in accordance with the Agreement. Invoices shall be prepared and submitted electronically on a monthly basis. Invoices shall include: i. breakdown of staff effort by major task; ii. a summary of expenditures for the month by major task; iii. a summary of expenditures to date by major task; iv. the amount previously invoiced; v. total invoiced; and vi. budget amount remaining. i. The monthly progress report shall provide narrative summaries of the work performed through the most recent month, planned activities for the upcoming month, items requiring resolution or decisions by the County and issues/concerns, information needs, and a performance schedule update. Assumptions: • Project is expected to have up to 6 total monthly invoices. Schedule Development and Update j. Develop a baseline project schedule for the Project activities defined in this Scope of Work following the notice to proceed and shall maintain the schedule through the life of the project. k. The schedule will identify the major activities for the Project (e.g. task and subtask level activities). l. The schedule will be updated quarterly for the Project tasks. Deliverables: • Draft and final versions of Baseline Project Schedule Task 3 – Project Contingency This task serves as a management reserve fund for unidentified tasks/activities necessary to perform the work. EXHIBIT B COMPENSATION NOTE-include billing/invoice specifics. A. Compensation: CONTRACTOR will be compensated not more than $66,614 for Project. Project / Task Estimated Effort Project: City of Bremerton Wastewater Comprehensive Plan Amendment Task 1. Plan Amendment $53,581 Task 2. Project Management $8,033 Task 3: Project Contingency $5,000 Project 1 - Total $66,614 B. Requests for Payment: 1. At a minimum the invoice is to include: performance period; date of submission; CONTRACTOR's name, remittance address and phone number; number of hours being billed; invoice total; and any additional applicable information. 2. Submit via e-mail to: Ned Lever City Engineer City of Bremerton 345 6th St, Suite 500 Bremerton, WA 98337 (360) 473-5270 Ned.Lever@ci.bremerton.wa.us 3. Payment will be made to CONTRACTOR within thirty (30) days of the receipt of a complete and accurate invoice COUNCIL DISTRICT 5 MICHAEL GOODNOW Guidelines for elected and appointed officials using social media Social media is a tool growing in popularity for developing direct communications with your community and creating informal opportunities to reach out beyond official publications. City policies should cover the “official” city account, employee use of social media inside and outside of work, and elected official use of social media. The extent to which a jurisdiction or individual uses social media varies. Before engaging you should assess your risk tolerance and make sure certain laws – such as the Public Records Act and Open Public Meetings Act – are followed. A few clarifying definitions… Social media can include websites and applications that enable users to create and share content or to participate in social networking. A social platform is a web-based technology that enables the development, deployment and management of social media solutions and services. A third-party system is any system maintained by another entity. This could include Twitter, Facebook, Wordpress, Google, phone carriers, and more. Know when social media is a public record A recent court decision (Nissen v. Pierce County) case outlined a test for when a document on a third-party system is created within the “scope of employment” and is a public record. Scope of employment may include elected officials acting within their capacity as a mayor or councilmember. This includes when an employee or elected official is: •Required by the job duties or •Directed by the employer or •In furtherance of the employer’s interests Retention of documents, including social media, is based on the content and not the platform. City policy should consider retention and adopt a process outlining responsibilities. Make a clear distinction between official accounts, campaign accounts, and personal accounts One way elected officials and staff can clearly distinguish private social media accounts is by adding disclaimers on election and personal accounts, and not using the account for city business. City-sponsored accounts may not be used for campaign-related purposes. To keep a personal account from becoming subject to public records, consider some basic precautions. Do: •Post a disclaimer on your personal account that identifies the account purpose and that the opinions you express are your own. •Limit the account content to personal use. •Understand and use privacy settings to manage the account. •Have a plan in place to respond to or forward city-related comments to the city, including how the record is retained. Don’t: •Don’t write posts on personal accounts that would fit within the scope of employment. •Don’t discuss your private accounts in public meetings or documents. •Don’t link to your private accounts from an official city account. •Don’t use city devices to maintain your private account. First amendment and employment rights City policies should strike an appropriate balance between privacy, liability, and public records concerns. Employees have first amendment and employment rights that need to be balanced against impacts to the image and liability of the city. City policies should provide clear guidance on use of official accounts and advice for keeping clear distinctions between official and personal accounts. (See precautions noted above.) 7A Association of W ashington Cities | 1076 Franklin St SE, Olympia, W A 98501 | awcnet.org | 360.753.4137 Develop and follow your city policy City council policies should address situations that apply to council members and their unique needs. Specifically, council policies should address open public meetings implications, the intersection with campaign rules, impacts on council decision processes, and public records and retention issues. • Evaluate how the elected official and city will respond if an elected official’s personal account receives a complaint or public records request. • Establish a process to follow if an elected official receives a city-related question or comment on their personal account. Outline how the question or comment will be addressed, and how the record will be retained. • Limit “friending” or “liking” by elected officials or board members subject to the Open Public Meetings Act. While court guidance is evolving, elected officials need to avoid inadvertent serial meetings that would violate the notice and public meeting requirements. Courts have found those to occur when a chain of conversations involving “action” by a quorum of the council occurs. Passive receipt of information is generally not considered to be action. • Council may consider adopting rules that outline usage and etiquette, including use both inside and outside of meetings. Establish procedures for approval of official city social media use that considers retention when the accounts are created. • Establish an approval process before a city account is created. • Define who is allowed to post. • Outline processes related to disclosure of passwords, regular password changes, and security. • Know how access will be provided if requested as part of a public records request. • Research your third-party vendor’s retention policy and consider investing in retention software. • Consider limiting posts to “secondary copies” of documents that are already available on a platform that is more easily retained, such as the website. • Consider non-city accounts or websites your city may or may not link to. Some cities avoid linking to accounts or websites they do not control. • Address when and how accounts could be subject to search for public records, and require employees to cooperate in searches and providing affidavits. • Prohibit activities that would be prohibited in other contexts such as: use of public resources for campaign activities; defamatory, discriminatory, or obscene language; violations of intellectual property rights; disclosure of confidential or HIPAA protected healthcare information. For more information MRSC information and sample polices: mrsc.org/Home/Explore-Topics/Management/Information- Technology/Social-Media.aspx#Wash State Archives: www.sos.wa.gov/_assets/archives/RecordsManagement/Blogs-Twitter-and-Managing-Public- Records-Nov-2013.PDF February 24, 2015 by Josh Mahar Category: Social Media Establishing Effective Social Media Policies for your Agency With Facebook now at over 1 billion users and Twitter nearing 300 million, it is hard to ignore social media as an integral part of citizen and community engagement. Local governments should, and are, jumping into the social media arena to both disseminate important government information and to gauge public opinion on projects and initiatives. That said, social media can be a double-edged sword Although there are low barriers to getting involved on social media, there are resource and time commitments that come with it. Further, as some agencies are learning, a few missteps on social media can have serious negative consequences. To ensure your agency uses social media as effectively as possible, I've put together a few key elements you should consider prior to diving in. Ideally, your agency should codify this information in a clear social media policy that all social media managers and department heads adhere to. I've sprinkled a few of my favorite examples in the post below, but you can find a broader list in our sample document library. Identify a purpose and goals. It’s best to begin simply with your objective; don’t do social media just to do social media. Establishing the goals of your social media presence will help create some boundaries for how social media managers use it, and also provide a baseline for measuring success. A good example is Cheney’s purpose of using social media: “As a channel for disseminating time-sensitive information as quickly as possible and as a communications tool which increases the City’s ability to broadcast its messages to the widest possible audience.” Some jurisdictions, such as Bonney Lake and King County, require departments or programs to submit social media proposals for each account that they start to clarify a need and purpose for that distinct social presence. Clarify the logistics. 7A As with any program, the devil is in the details. For the most part, social media details will need to be flexible and experimental, but there are a number of logistical considerations worth spelling out in an agency-wide policy at the outset. Frequency of posting - It may be useful to set up a minimum posting frequency to ensure your accounts stay consistent. Bonney Lake requires updates “at least once per week”. Voice and tone - You will need to decide how formal you’d like your social media accounts to be. You can lean toward the professional side, like Clallam County which states content should be, “businesslike, courteous, and civil.” Or, maybe you want a little more touch of the personal. Bothell suggests posters consider “signing posts with at least your first name, or name and contact information where appropriate.” Imagery Guidelines - Make sure you clarify issues surrounding required permissions for using other’s content, as well as your own, to ensure compliance with copyright issues (see Redmond’s policy). Accessibility - Section 508 of the Federal Rehabilitation Act requires that electronic information is accessible to people with disabilities. This can be hard on social media, but should be considered. One way to address this is to require clear descriptions and captions whenever imagery is used, as Bothell does. Define the rules of public Engagement. Discussion, interaction, and engagement are a crucial part of social media. Encourage this, but also set up clear limits on what is appropriate. Both Cheney and Clallam County have good examples of content policies, clearly identifying material that will be immediately removed if posted, such as obscene/discriminatory language or commercial advertisements. Don’t forget to post your comment policy publicly, so you can direct people to it if they have questions about why their content was removed. On the flip side, you should also have a clear policy on how employees respond to comments. Social media conversations can sometimes get heated and when an employee responds, as King County notes, “these statement are made on behalf of county government; therefore employees should use discretion before posting or commenting.” Bothell requires that, “unless the comment can be responded to in one sentence or less, respond with a name and phone number.” They also advise that media inquiries or issues outside the department’s expertise should be directed to the public information officer. Consider public records issues. Washington’s courts haven’t fully fleshed out all the details of how the PRA relates to social media, but it’s probably best to assume that your social media information should be available for public disclosure. Make sure you have a discussion about how you will retain these records, whether through purchasing software (some examples here) or another method – Cheney stores social media content in word documents. Remember, whatever your method, these rules should also be applied to private messages and deleted comments or posts. Since social media is a bit different than other public forums, it is a good idea to clearly state to the public that posts on your social media are considered public records. Call out elected official use. Follow us: © 2022 Municipal Research and Services Center of Washington (MRSC). All rights reserved. Privacy & Terms. About Josh Mahar Josh served as a Communications and Outreach Coordinator for MRSC and wrote about social media, government performance, and other local government topics. He no longer works for MRSC. VIEW ALL POSTS BY JOSH MAHAR Due to the Open Public Meetings Act, social media becomes even more complex for elected officials, since their online conversations may be illegal. Some jurisdictions, like Cheney, have a whole separate policy for how elected officials use social media. At the very least, you should clarify what they can and can’t do, for example, Bonney Lake asks elected officials to, “not comment or otherwise communicate on the C ity’s Social Media site(s).” Establish a review process. Finally, build in a review process for your social media use. Social media is one of the most dynamic forms of communication, and what’s working today, may not work tomorrow. Bothell has one of the most robust review processes. The public information officer is responsible for conducting an audit of social accounts every six months, “to ensure they are being maintained in compliance with policies and guidelines…” They have also established a Bothell 2.0 working group that consist of social media and other employee web contributors. At monthly meetings they share experiences, highlight tips, and review recent issues, challenges, or questions. For further information on social media and local government see the MRSC social media webpage. Image courtesy of Simon A. MRSC is a private nonprofit organization serving local governments in Washington State. Eligible government agencies in Washington State may use our free, one-on-one Ask MRSC service to get answers to legal, policy, or financial questions.