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2022-01-11 City Council - Full PPW Agenda-30561 o Agenda Edmonds City Council PARKS & PUBLIC WORKS COMMITTEE - ZOOM VIRTUAL ONLINE MEETING EDMONDS CITY COUNCIL MEETINGS WEB PAGE, HTTP://EDMONDSWA.IQM2.COM/CITIZENS/DEFAULT.ASPX, EDMONDS, WA 98020 JANUARY 11, 2022, 7:30 PM THIS MEETING IS HELD VIRTUALLY USING THE ZOOM MEETING PLATFORM. TO VIEW OR LISTEN TO THE COMMITTEE MEETING IN ITS ENTIRETY, PASTE THE FOLLOWING INTO A WEB BROWSER USING A COMPUTER OR SMART PHONE: HTTPS://ZOOM. US/J/95798484261 OR JOIN BY DIAL -UP PHONE: US: +1 253 215 8782 WEBINAR ID: 957 9848 4261 COUNCIL COMMITTEE MEETINGS ARE WORK SESSIONS FOR THE COUNCIL AND CITY STAFF. COMMITTEE MEETING AGENDAS DO NOT INCLUDE AUDIENCE COMMENTS OR PUBLIC HEARINGS. CALL TO ORDER COMMITTEE BUSINESS 1. 2022 Parks, Recreation & Open Space (PROS) Plan Update (20 min) 2. Frances Anderson Center Tenant Building Use Agreements & Rate Increase (15 min) 3. Presentation to adopt Resolution to amend the Purchasing Policies and Procedures for Job Order Contracting (15 min) 4. Presentation to Authorize advertisement of a Request for Proposal for Job Order Contracting (20 min) 5. Agreement with Cascade Bicycle Club for the Citywide Pedestrian Crossing Enhancements Project (10 min) 6. Public pedestrian and water meter vault easements at 21200 72nd Ave W (10 min) 7. Contract Change Order for City Park Odor Scrubber (15 min) ADJOURN Edmonds City Council Agenda January 11, 2022 Page 1 2.1 City Council Agenda Item Meeting Date: 01/11/2022 2022 Parks, Recreation & Open Space (PROS) Plan Update Staff Lead: Angie Feser Department: Parks, Recreation & Cultural Services Preparer: Scott Passey Background/History The 2022 Parks, Recreation & Open Space (PROS) Plan development has been ongoing since January of last year in preparation for Council review and approval consideration slated for the end of February. The State of Washington Recreation & Conservation Office (RCO) submittal deadline is March 1, 2022 in order to remain eligible for park acquisition and development grant funding. This presentation to provide an update of the process in preparation for review and approval consideration by the full Council. Staff Recommendation No recommendation for action during this meeting. This is to provide a briefing of the PROS Plan process to date as well as share the steps in the draft document review in the next two months. Narrative This presentation will provide an introduction to a PROS Plan, its purpose and composition; development of the plan and community engagement to this point; and the process of draft review during this and next month leading up to Council's consideration for approval. Packet Pg. 2 2.2 City Council Agenda Item Meeting Date: 01/11/2022 Frances Anderson Center Tenant Building Use Agreements & Rate Increase Staff Lead: Shannon Burley Department: Parks, Recreation & Cultural Services Preparer: Shannon Burley Background/History There are six (6) organizations that lease space and enhance the community offerings in Edmonds at the Frances Anderson Center (FAC): one (1) child care provider - Main Street Kids, one (1) preschool - Edmonds Montessori, two (2) art based programs - Edmonds Arts Festival Foundation and Sculptor's Workshop and two (2) recreation based programs - Olympic Ballet and Sno-King Youth Club. Four (4) of the six (6) tenants have a multi -year lease agreement in place. Staff Recommendation Determine rate increase for 2022, authorize contracts attached to be put on the January 18, 2022 consent agenda. Narrative COVID-19 has been particularly hard on many of the tenants due in large part to the prolonged closure of the Frances Anderson Center to the public. The FAC closed in March 2020 and despite a brief opening in Summer of 2021, remains closed to the public in January 2022. Tenants are allowed in the building however they must follow safety guidelines often limiting their ability to generate pre -pandemic revenue. In 2021 two tenants were granted partial relief of their rent obligations due to the prolonged closure of the FAC and the subsequent impact on their ability to conduct business. Attached are two (2) building use agreements; each has been approved by legal and the tenant for review and authorization. Further, the fully executed agreements for the four (4) tenants with multi- year agreements are attached for reference. All tenants are subject to an annual fee increase based on the All Urban Consumers Index (CPI-U) for the Seattle -Tacoma -Bellevue area. The July 2021 increase in the CPI-U is 5.52%. The impact of this increase per tenant is demonstrated in the attached table (2022 Annual Lease Rates). Due to the COVID-19 impacts on tenants and the prolonged closure of the building, staff requests that the Council review the 2022 price increase and make a recommendation to accept 5.52%; keep rates flat (0% increase); or suggest an increase between the two options such as 3% as shown in the table. Further, the staff requests that the council evaluate adding a CPI-U increase cap to all agreements. This is a best practice that assists tenants in forecasting expense increases. An example of this can be found in the section 5 paragraph of the Draft Sculptors Workshop Agreement attached. Packet Pg. 3 2.2 "Fees for 2023 and any annual renewal term thereafter shall be adjusted on an annual basis. Such fees shall increase by one hundred percent (100%) of that percentage increase set forth in the All Urban Consumers Index (CPI-U) for the Seattle -Tacoma -Bellevue area for the period from June to June, as is specified by the Bureau of Labor Statistics, United States Department of Labor, which increase shall not exceed three percent (3%) per year." Attachments: EAFF Building Use Agreement 2021_fully signed Edmonds Montessori Building Use Agreement 2021_fully signed MSK Building Use Agreement 2021_fully signed SnoKing Building Use Agreement 2021_fully signed 2022 Sculptors Workshop Lease DRAFT Olympic Ballet 2022 Lease DRAFT 2022 Annual Lease Rate Options Packet Pg. 4 2.2.a '17c. 1 g9V CITY OF EDMONDS 700 MAIN ST I EDMONDS, WA 98020 1426.771.0230 1 FAX 426,771.0253 MIKE NELSON MAYOR PARKS, RECREATION AND CULTURAL SERVICES DEPARTMENT BUILDING USE AGREEMENT THIS AGREEMENT, made this29th day of January 2021, by and between the CITY OF EDMONDS, a non -charter optional municipal code city organized under the laws of the State of Washington, as Lessor, and EDMONDS ARTS FESTIVAL FOUNDATION as Lessee. 1. The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish, State of Washington, generally known as the Frances E. Anderson Cultural and Leisure Center, located at 700 Main Street. Edmonds, and described as follows: Room 203 - 246 sq. ft. Room 125 - 325.5 sq. ft. 2. DECLARATION: The Lessor hereby declares its determination that parts of the subject property are not presently required for City recreation purposes. Upon a determination by the Director of Parks and Recreation, or other official designated by the Director or the Mayor, that subject premises may become necessary for City recreation purposes, this Lease shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject premises will no longer be needed, the Lessee will send a written notification to the City of Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right of the City to terminate this Lease for breach of any term of this Lease. 3. PURPOSES: The subject property is to be used for an art gallery and storage. No other business or activities shall be undertaken on the premises without the written consent of the Lessor, Lessee may not use hallways for storage or for a meeting area unless the space is leased. 4. TERM: This Lease shall be for an initial term commencing on Januai•) 1, 2021 and ending on Decem ber 31, 2023. It may be renewed at the sole discretion of the Lessor for future annual terms, upon determination by the Lessor that the premises will be not be required for City recreation purposes during the ensuing year. Said determination to renew shall be made on or before November 1 of the preceding year of the Lease; failure to provide written notice of renewal shall terminate the lease on December 31, 2023 or December 31 of any annual renewal term thereafter. • Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 5 2.2.a FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of 6$ 09.80 per month for 2021. Said fee is broken down as follows: (1) 571.5 sq. ft. at $1.01277/sq. ft. = $578.80 (2) $-00- for state leasehold property tax (see item 6 below) (3) $30.00 for power and heat (see item 7 below) (4) $-00- per month for water service (see item 7 below) Fees for 2022, 2023 and any annual renewal term thereafter shall be adjusted on an annual basis. Such fees shall increase by one hundred percent (100%) of that percentage increase set forth in the All Urban Consumers Index (CPI-U) (1982-1984=100) for the Seattle -Tacoma - Bellevue area for the period from June to June, as is specified by the Bureau of Labor Statistics, United States Department of Labor. All payments shall be paid at the office of the Edmonds City Treasurer, 121 5th Avenue N, Edmonds, Washington, 98020. If any monthly payment is not received on or before the tenth day of each month, a late payment fee of $9.13 shall be assessed and then immediately due and payable by the Lessee. This late payment fee is based upon the cost of comparable short term borrowing by the Lessee and may be adjusted annually. 6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary exemption form with the Lessor's Finance Division. 7. UTILITIES: A flat rate of 02.00 per month will be charged for providing power and heat for 2021. This utility fee may be adjusted annually. Water service is not provided. In the event the Lessee orders any other public utilities which shall be used in or charged against the leased premises, Lessee shall pay the same during the full term of the Lease. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor shall have access to the premises for purposes of inspection at reasonable hours during the term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the premises without demand or notice at the end of the term, or renewal thereof, and leave the same in a neat and clean condition, and will deliver up all keys belonging to the premises to the Lessor. 9. RESPONSIBILITIES: Lessee's NeL-Iieence: Lessor or Lessor's agents shall not be liable for any damage or injuries either to persons or property, sustained by the Lessee, its employees, agents, or third persons by reason of the negligent act of the Lessee, its agents, employees, or invitees, nor shall Lessor be liable for loss of any property kept on the premises. 10. INSURANCE: The lessee shall procure and maintain, for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection Frith the Lessee's operation and use of the subject premises. Lessee's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Lessee to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. • Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 6 2.2.a Lessee shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City shall be named as an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 2. Property insurance shall be written on an all risk basis. Property insurance shall be written covering the full value of Lessee's property and improvements with no coinsurance provisions. The Lessee's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in excess of the Lessee's insurance and shall not contribute with it. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. At the time of execution of this Agreement, the Lessee shall furnish the Lessor with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. The Lessee shall provide the Lessor with written notice of any policy cancellation, within two business days of their receipt of such notice. Lessee and Lessor hereby release and discharge each other from all claims, losses, and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. Failure on the part of the Lessee to maintain the insurance as required shall constitute a material breach of lease, upon which the Lessor may, after giving five business days' notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Lessor on demand. 11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used in accordance with the laws of the State of Washington, the Edmonds City Code, and other appropriate and applicable governmental agencies, and in accordance with all the directions, rules, and regulations of health officers, fire marshals, building inspectors, or other appropriate officer, provided, however, Lessee shall assume no responsibility for structural code requirements or required modifications, if any. The governmental operations of the City of Edmonds will no longer purchase or provide single -use polystyrene or other plastic -based, non-compostable food service packaging or ware for any City -sponsored function providing food and/or beverages. Renters and officially -recognized users of City owned buildings are strongly encouraged to comply with these restrictions. 12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make no alterations or improvements to the leased premises, or to any of the furniture or equipment • Incorporated August 11, 1890 s Sister City - Hekinan, Japan Packet Pg. 7 2.2.a located on the premises subject to this Lease without the prior written consent of the Lessor. Lessor is not obligated to grant its consent. The Lessor shall be under no obligation to make additions or changes to the leased premises after the Lessee occupies the space. Changes and additions include, but are not limited to, painting, electrical or plumbing changes, additions or alterations to doors, windows, draperies, walls, floors and vents, locks (unless required for building security), or any other change unless Lessor determines it is required for health and/or safety. 13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or designee prior to being installed and be in keeping with the Anderson Center's sign policy. Lessee will not use exterior windows for permanent signs or displays without the written permission of the Lessor. 14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and other display boards in Anderson Center with the approval of the Lessor's Deputy Director or designee. 15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work performed, materials furnished, or other obligations incurred by the Lessee. 16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises, nor assign the Lease or any part thereof, and agrees and stipulates that a material consideration for the execution of this Lease is its personal acceptance of the Lease Agreement. 17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the use of the subject premises by any group, organization, individual, or legal entity other than the reasonable and necessary use by the Lessee, its employees, or responsible adult participants and children duly enrolled in its authorized programs, without the prior written permission of the Lessor. 18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by fire, earthquake, or other casualty to such an extent as to render the same untenantable in whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate, with rent prorated to the date of the loss. 19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department, 700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be sent by registered or certified mail and addressed to the Lessee at P.O. Box 699, Edmonds, WA 98020, and delivery of all such notices shall be conclusively presumed to be effective upon posting of such in the United States mail, postage prepaid. 20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and agreements contained herein, then the Lessor may immediately cancel the term of this Lease • Incorporated August 11, 1890 s Sister City - Hekinan, Japan Packet Pg. 8 2.2.a and reenter said premises. The Lessor shall be the sole distributor of keys and shall control the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the Frances Anderson Center, as appropriate. 21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily incurred by the City, including reasonable attorney's fees. 22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of any of the covenants and agreements of this Lease or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such provision, or any other covenants or agreement, but the same shall be and remain in full force and effect. 23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to remove from the leased premises all personal property located therein, and may place the same in storage in a public warehouse at the expense and risk of the owners thereof. 24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers, officials, employees and volunteers harmless from any and all claims, suits, actions or liabilities for bodily injury or death or property damage suffered or alleged to be suffered by Lessee, its agents, employees, invitees or other third parties upon or about the leased premises or in any way arising out of or in connection with the Lessee's use of the leased premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph is to have Lessee act an insurer as to Lessor. 25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of the annual Arts Festival evening event to enable the Edmonds Arts Festival to exercise sole control of the Anderson Center premises that night. 26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department. Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm. Lessor reserves the right to amend these hours at any time and to determine days when the building will be closed. Any use of the leased area at times other than the current hours of operation must be approved in writing by the Lessor. Any use of the Anderson Center facilities other than leased space will require Lessee to make prior written arrangements with Lessor and pay current rental rates. 27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines, in its sole discretion, to temporarily close the leased premises to the public for reasons related to -,public health and safer% re.g.. a natural event, such as an earth(}nake_ or tomada. a pandemic or other Incorporated August 11, 1890 0 Sister City - Hekinan, Japan Packet Pg. 9 2.2.a nuhlic health risk: a_plumbina, heating or other buiIdim-, malfunction or other similar occurrence), and that closure renders the Lessee unable to conduct business at the leased premises, the Lessor may, at the discretion of the Department Director (or designee), suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above. ATTE�lAUTHE TED: Sca assey, tity Cl_ C LESSOR: CITY OF EDMO DS: Mi ael Nelson, Mayor APPRCqED.68 TO FORM: LESSEE: EDMONDS ARTS FESTIVAL FOUNDATION Office of the City Attorney I' Printed Name L pyc. s i c�Lyy L Title Mail' ng Address WA City State Zip go 41q9511 Phone 1JQ 1Ae-1 L. i n aQ�vwteY� Gn�, Email Incorporated August 11, 1990 Sister City - Hekinan, Japan Packet Pg. 10 2.2.b ''le, 189u CITY OF EDMONDS 700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253 MIKE NELSON MAYOR PARKS, RECREATION AND CULTURAL SERVICES DEPARTMENT BUILDING USE AGREEMENT THIS AGREEMENT, made this 70 day of January 2021, by and between the CITY OF EDMONDS, a non -charter optional municipal code city organized under the laws of the State of Washington, as Lessor, and EDMONDS MONTESSORI LLC as Lessee. 1. The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish, State of Washington, generally known as the Frances E. Anderson Cultural and Leisure Center, located at 700 Main Street Edmonds, and described as follows: Room 126 -1,024 sq. ft. Room 121 - 992 sq. ft. DECLARATION: The Lessor hereby declares its determination that parts of the subject property are not presently required for City recreation purposes. Upon a determination by the Director of Parks and Recreation, or other official designated by the Director or the Mayor, that subject premises may become necessary for City recreation purposes, this Lease shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject premises will no longer be needed, the Lessee will send a written notification to the City of Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right of the City to terminate this Lease for breach of any term of this Lease. 3. PURPOSES: The subject property is to be used for preschool instruction and after -school child care. No other business or activities shall be undertaken on the premises without the written consent of the Lessor. Lessee may not use hallways for storage or for a meeting area unless the space is leased. 4. TERM: This Lease shall be for an initial term commencing on January 1, 2021 and ending on Deeemher 31, 2023. It may be renewed at the sole discretion of the Lessor for future annual terms, upon determination by the Lessor that the premises will be not be required for City recreation purposes during the ensuing year. Said determination to renew shall be made on or before November 1 of the preceding year of the Lease; failure to provide written notice of renewal shall terminate the lease on December 31, 2023 or December 31 of any annual renewal term thereafter. • Incorporated August 11, 1890 a Sister City - Hekinan, Japan Packet Pg. 11 2.2.b 5. FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of 2 358.90 per month for 2021. Said fee is broken down as follows: (1) 2,016 sq. ft. at $1.01/sq. ft. = $2,041.74 (2) $262.16 for state leasehold property tax (see item 6 below) (3) $30.00 for power and heat (see item 7 below) (4) $25.00 for water service (see item 7 below) Fees for 2022, 2023 and any annual renewal term thereafter shall be adjusted on an annual basis. Such fees shall increase by one hundred percent (100%) of that percentage increase set forth in the All Urban Consumers Index (CPI-U) (1982-1984=100) for the Seattle -Tacoma - Bellevue area for the period from June to June, as is specified by the Bureau of Labor Statistics, United States Department of Labor. All payments shall be paid at the office of the Edmonds City Treasurer, 121 5`h Avenue N, Edmonds, Washington, 98020. If any monthly payment is not received on or before the tenth day of each month, a late payment fee of $35.38 shall be assessed and then immediately due and payable by the Lessee. This late payment fee is based upon the cost of comparable short term borrowing by the Lessee and may be adjusted annually. 6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary exemption form with the Lessor's Finance Division. 7. UTILITIES: For 2021, a flat rate ofS30.00 per month will be charged for providing power and heat, and a flat rate of$25.00 per month will be charged for providing leased spaces with water. These fees may be adjusted annually. In the event the Lessee orders any other public utilities which shall be used in or charged against the leased premises, Lessee shall pay the same during the full term of the Lease. 8. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor shall have access to the premises for purposes of inspection at reasonable hours during the term of this Lease, including renewals. The Lessee agrees that it wil I quit and surrender the premises without demand or notice at the end of the term, or renewal thereof, and leave the same in a neat and clean condition, and will deliver up all keys belonging to the premises to the Lessor. 9. RESPONSIBILITIF..S: Lessee's_NegliUnce: Lessor or Lessor's agents shall not be liable for any damage or injuries either to persons or property, sustained by the Lessee, its employees, agents, or third persons by reason of the negligent act of the Lessee, its agents, employees, or invitees, nor shall Lessor be liable for loss of any property kept on the premises. 10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the subject premises. Lessee's maintenance of insurance as required by this Agreement shall not be construed to limit the • Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 12 2.2.b liability of the Lessee to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. Lessee shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City shall be named as an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 2. Propea insurance shall be written on an all risk basis. Property insurance shall be written covering the full value of Lessee's property and improvements with no coinsurance provisions. The Lessee's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in excess of the Lessee's insurance and shall not contribute with it. insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. At the time of execution of this Agreement, the Lessee shall furnish the Lessor with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. The Lessee shall provide the Lessor with written notice of any policy cancellation, within two business days of their receipt of such notice. Lessee and Lessor hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. Failure on the part of the Lessee to maintain the insurance as required shall constitute a material breach of lease, upon which the Lessor may, after giving five business days' notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Lessor on demand. 11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used in accordance with the laws of the State of Washington, the Edmonds City Code, and other appropriate and applicable governmental agencies, and in accordance with all the directions, rules, and regulations of health officers, fire marshals, building inspectors, or other appropriate officer, provided, however, Lessee shall assume no responsibility for structural code requirements or required modifications, if any. The governmental operations of the City of Edmonds will no longer purchase or provide single -use polystyrene or other plastic -based, non-compostable food service packaging or ware for any City -sponsored function providing food and/or beverages. Renters and officially -recognized users of City owned buildings are strongly encouraged to comply with these restrictions. • incorporated August 11, 1890 Sister City - Hekinan, Japan Packet Pg. 13 2.2.b 12. ALTERATIONS DR IMPROVEMENTS: The Lessee covenants and agrees that it will make no alterations or improvements to the leased premises, or to any of the furniture or equipment located on the premises subject to this Lease without the prior written consent of the Lessor. Lessor is not obligated to grant its consent. The Lessor shall be under no obligation to make additions or changes to the leased premises after the Lessee occupies the space. Changes and additions include, but are not limited to, painting, electrical or plumbing changes, additions or alterations to doors, windows, draperies, walls, floors and vents, locks (unless required for building security), or any other change unless Lessor determines it is required for health and/or safety. 13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or designee prior to being installed and be in keeping with the Anderson Center's sign policy. Lessee will not use exterior windows for permanent signs or displays without the written permission of the Lessor. 14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and other display boards in Anderson Center with the approval of the Lessor's Deputy Director or designee. 15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work performed, materials furnished, or other obligations incurred by the Lessee. 16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises, nor assign the Lease or any part thereof, and agrees and stipulates that a material consideration for the execution of this Lease is its personal acceptance of the Lease Agreement. 17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the use of the subject premises by any group, organization, individual, or legal entity other than the reasonable and necessary use by the Lessee, its employees, or responsible adult participants and children duly enrolled in its authorized programs, without the prior written permission of the Lessor. 18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by fire, earthquake, or other casualty to such an extent as to render the same untenantable in whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate, with rent prorated to the date of the loss. 19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department, 700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds, Washington, 98020, and delivery of all such notices shall be conclusively presumed to be effective upon posting of such in the United States mail, postage prepaid. s Incorporated August 11, 1890 Sister City - Hekinan, Japan Packet Pg. 14 2.2.b 20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and agreements contained herein, then the Lessor may immediately cancel the term of this Lease and reenter said premises. The Lessor shall be the sole distributor of keys and shall control the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the Frances Anderson Center, as appropriate. 21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily incurred by the City, including reasonable attorney's fees. 22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of any of the covenants and agreements of this Lease or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such provision, or any other covenants or agreement, but the same shall be and remain in full force and effect. 23. REMOVAL -OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to remove from the leased premises all personal property located therein, and may place the same in storage in a public warehouse at the expense and risk of the owners thereof. 24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers, officials, employees and volunteers harmless from any and all claims, suits, actions or liabilities for bodily injury or death or property damage suffered or alleged to be suffered by Lessee, its agents, employees, invitees or other third parties upon or about the leased premises or in any way arising out of or in connection with the Lessee's use of the leased premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph is to have Lessee act an insurer as to Lessor. 25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of the annual Arts Festival evening event to enable the Edmonds Arts Festival to exercise sole control of the Anderson Center premises that night. 26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department. Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm. Lessor reserves the right to amend these hours at any time and to determine days when the building will be closed. Any use of the leased area at times other than the current hours of operation must be approved in writing by the Lessor. Any use of the Anderson Center facilities other than leased space will require Lessee to make prior written arrangements with Lessor and pay current rental rates. a Incorporated August 11, 1890 a Sister City - Hekinan, Japan Packet Pg. 15 2.2.b 27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines, in its sole discretion, to temporarily close the leased premises to the public for reasons related to public health and safety (e.g., a natural event, such as an earthquake or tornado; a pandemic or other public health risk; a plumbing, heating or other building malfunction; or other similar occurrence), and that closure renders the Lessee unable to conduct business at the leased premises, the Lessor may, at the discretion of the Department Director (or designee), suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above. ATrTF�iJT N CATED: S assey, City 6erk APPROVED AS TO FORM: Office of the City Attorney STATE OF WASHINGTON ) COUNTY OF SNOHOMISH) LESSOR: CITY OF EDM NDS: Mi ael Nelson, Mayor LESS EDMONDS ONTESSORi LLC VW Lf }1'IS4-1. ke Title 1,� 72- LISLo 0 Email -i►1 On this 20 day of TEt 'x , 2oLl , before me, the undersigned, a Notary Public in and for the State of Wash gton, duly commissioned and sworn, personally appeared Ch,r;s-h r,Ye.. � 4-, to me known to be the iMevbevr II'AP-vkK je-1r of the Lessee that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said Lessee, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. WITNESS my hand and official seal hereto of ixed the day and year first above written. CARRIENotar H Public NOTARY PUBLIC Notary Public State of Washington Commission # 20413E My Comm. Expires Nov 14, 2022 • Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 16 2.2.b My commission expires: II - (�-2"D2z Incorporated August 11, 1890 Sister City - Hekinan, Japan Packet Pg. 17 2.2.c `Ile. I89v CITY OF EDMONDS 700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253 MIKE NELSONMAYOR PARKS, RECREATION AND CULTURAL SERVICES DEPARTMENT BUILDING USE AGREEMENT THIS AGREEMENT, made this 5th day of January 2021, by and between the CITY OF EDMONDS, a non -charter optional municipal code city organized under the laws of the State of Washington, as Lessor, and Angie Bahm dba TODDLE TIME'S MAIN STREET KIDS as Lessee. 1. The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish, State of Washington, generally known as the Frances E. Anderson Cultural and Leisure Center, located at 700 Main Street. Edmonds, and described as follows: Rooms 132A, 132B, 133, 133A, 135A, 135B, 137, 139, Lounge Rm, Storage Rm Total Space = 4,884 sq. ft. 2. DECLARATION: The Lessor hereby declares its determination that parts of the subject property are not presently required for City recreation purposes. Upon a determination by the Director of Parks and Recreation, or other official designated by the Director or the Mayor, that subject premises may become necessary for City recreation purposes, this Lease shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject premises will no longer be needed, the Lessee will send a written notification to the City of Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right of the City to terminate this Lease for breach of any term of this Lease. 3. PURPOSES: The subject property is to be used for children's day care/preschool activities. No other business or activities shall be undertaken on the premises without the written consent of the Lessor. Lessee may not use hallways for storage or for a meeting area unless the space is leased. 4. TERM: This Lease shall be for an initial term commencing on January 1, 2021 and ending on December 31, 2025. It may be renewed at the sole discretion of the Lessor for future annual terms, upon determination by the Lessor that the premises will be not be required for City recreation purposes during the ensuing year. Said determination to renew shall be made on or before November l of the preceding year of the Lease; failure to provide written notice of renewal shall terminate the lease on December 31, 2025 or December 31 of any annual renewal term thereafter. a Incorporated August 11, 1890 a Sister City - Hekinan, Japan Packet Pg. 18 2.2.c FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of $5,731.48 per month for 2021. Said fee is broken down as follows: (1) 4,884 sq. ft. at $1.01277/sq. ft. _ $4,946.37 (2) $635.11 for state leasehold property tax (see item 6 below) (3) $70.00 for power and heat (see item 7 below) (4) $80.00 per month for water service (see item 7 below) Fees for 2022, 2023, 2024, 2025 and any annual renewal term thereafter shall be adjusted on an annual basis. Such fees shall increase by one hundred percent (100%) of that percentage increase set forth in the All Urban Consumers Index (CPI-U) (l 982-1984=100) for the Seattle -Tacoma -Bellevue area for the period from June to June, as is specified by the Bureau of Labor Statistics, United States Department of Labor. All payments shall be paid at the office of the Edmonds City Treasurer, 121 51h Avenue N, Edmonds, Washington, 98020. If any monthly payment is not received on or before the tenth day of each month, a late payment fee of $85.97 shall be assessed and then immediately due and payable by the Lessee. This late payment fee is based upon the cost of comparable short term borrowing by the Lessee and may be adjusted annually. 6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary exemption form with the Lessor's Finance Division. 7. UTILITIES: For 2021, a flat rate of 7$ 0.00 per month will be charged for providing power and heat, and a flat rate of $80.00 per month will be charged for providing leased spaces with water. These utility fees may be adjusted annually. In the event the Lessee orders any other public utilities which shall be used in or charged against the leased premises, Lessee shall pay the same during the full term of the Lease. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor shall have access to the premises for purposes of inspection at reasonable hours during the term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the premises without demand or notice at the end of the term, or renewal thereof, and leave the same in a neat and clean condition, and will deliver up all keys belonging to the premises to the Lessor. 9. RESPONSIBILITIES: Lessee's Negligence: Lessor or Lessor's agents shall not be liable for any damage or injuries either to persons or property, sustained by the Lessee, its employees, agents, or third persons by reason of the negligent act of the Lessee, its agents, employees, or invitees, nor shall Lessor be liable for loss of any property kept on the premises. 10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the subject premises. Lessee's maintenance of insurance as required by this Agreement shall not be construed to limit the ■ Incorporated August 1], 1890 • Sister City - Hekinan, Japan Packet Pg. 19 2.2.c liability of the Lessee to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. Lessee shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City shall be named as an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 2. Properly insurance shall be written on an all risk basis. Property insurance shall be written covering the full value of Lessee's property and improvements with no coinsurance provisions. The Lessee's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in excess of the Lessee's insurance and shall not contribute with it. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. At the time of execution of this Agreement, the Lessee shall furnish the Lessor with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. The Lessee shall provide the Lessor with written notice of any policy cancellation, within two business days of their receipt of such notice. Lessee and Lessor hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. Failure on the part of the Lessee to maintain the insurance as required shall constitute a material breach of lease, upon which the Lessor may, after giving five business days' notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Lessor on demand. 11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used in accordance with the laws of the State of Washington, the Edmonds City Code, and other appropriate and applicable governmental agencies, and in accordance with all the directions, rules, and regulations of health officers, fire marshals, building inspectors, or other appropriate officer, provided, however, Lessee shall assume no responsibility for structural code requirements or required modifications, if any. The governmental operations of the City of Edmonds will no longer purchase or provide single -use polystyrene or other plastic -based, non-compostable food service packaging or ware for any City -sponsored function providing food and/or beverages. Renters and officially -recognized users of City owned buildings are strongly encouraged to comply with these restrictions. • Incorporated August 1], 1890 s Sister City - Hekinan, Japan Packet Pg. 20 2.2.c 12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make no alterations or improvements to the leased premises, or to any of the furniture or equipment located on the premises subject to this Lease without the prior written consent of the Lessor. Lessor is not obligated to grant its consent. The Lessor shall be under no obligation to make additions or changes to the leased premises after the Lessee occupies the space. Changes and additions include, but are not limited to, painting, electrical or plumbing changes, additions or alterations to doors, windows, draperies, walls, floors and vents, locks (unless required for building security), or any other change unless Lessor determines it is required for health and/or safety. 13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or designee prior to being installed and be in keeping with the Anderson Center's sign policy. Lessee will not use exterior windows for permanent signs or displays without the written permission of the Lessor. 14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and other display boards in Anderson Center with the approval of the Lessor's Deputy Director or designee. 15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work performed, materials furnished, or other obligations incurred by the Lessee. 16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises, nor assign the Lease or any part thereof, and agrees and stipulates that a material consideration for the execution of this Lease is its personal acceptance of the Lease Agreement. 17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the use of the subject premises by any group, organization, individual, or legal entity other than the reasonable and necessary use by the Lessee, its employees, or responsible adult participants and children duly enrolled in its authorized programs, without the prior written permission of the Lessor. 18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by fire, earthquake, or other casualty to such an extent as to render the same untenantable in whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate, with rent prorated to the date of the loss. 19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department, 700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds, Washington, 98020, and delivery of all such notices shall be conclusively presumed to be effective upon posting of such in the United States mail, postage prepaid. • Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 21 2.2.c 20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and agreements contained herein, then the Lessor may immediately cancel the term of this Lease and reenter said premises. The Lessor shall be the sole distributor of keys and shall control the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the Frances Anderson Center, as appropriate. 21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily incurred by the City, including reasonable attorney's fees. 22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of any of the covenants and agreements of this Lease or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such provision, or any other covenants or agreement, but the same shall be and remain in full force and effect. 23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to remove from the leased premises all personal property located therein, and may place the same in storage in a public warehouse at the expense and risk of the owners thereof. 24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers, officials, employees and volunteers harmless from any and all claims, suits, actions or liabilities for bodily injury or death or property damage suffered or alleged to be suffered by Lessee, its agents, employees, invitees or other third parties upon or about the leased premises or in any way arising out of or in connection with the Lessee's use of the leased premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph is to have Lessee act an insurer as to Lessor. 25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of the annual Arts Festival evening event to enable the Edmonds Arts Festival to exercise sole control of the Anderson Center premises that night. 26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department. Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm. Lessor reserves the right to amend these hours at any time and to determine days when the building will be closed. Toddle Time's Main Street Kids approved hours of operation are 6:00am — 6:00 pm, Monday -Friday. Any use of the leased area at times other than the current hours of operation must be approved in writing by the Lessor. Any use of the Anderson Center facilities other than leased space will require Lessee to make prior written arrangements with Lessor and pay current rental rates. e Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 22 2.2.c 27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines, in its sole discretion, to temporarily close the leased premises to the public for reasons related to -public health and safety (e.g,, a natural event, such as an earthquake or tornado; a pandemic or other public health risk; a plumbing, heating or other building malfunction; or other similar occurrence), and that closure renders the Lessee unable to conduct business at the leased premises, the Lessor may, at the discretion of the Department Director (or designee), suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above. ATTXiFFIATH.E j1C',AATED: ro assey, City Cler APPROVED AS TO FORM: ,OV r'.w"_ Office of the City Attorney LESSOR: CITY OF EDM DS: J Mi acl Nelson, Mayor ESSEE: TODDLE TIME'S MAIN STREET KIDS Ei:===� Owner M iling Address City State lip G1 - a 3a 5°l�l Phone s}T_ I r G 1 Email N-111 11 1 ------------ • Incorporated August 11, 1890 a Sister City - Hekinan, Japan Packet Pg. 23 2.2.d 'rJ1c. 1 89v CITY OF EDMONDS 700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253 MIKE NELSON MAYOR PARKS, RECREATION AND CULTURAL SERVICES DEPARTMENT BUILDING USE AGREEMENT THIS AGREEMENT, made this 1 Ith day of January 2021, by and between the CITY OF EDMONDS, a non -charter optional municipal code city organized under the laws of the State of Washington, as Lessor, and SNO-KING YOUTH CLUB as Lessee. 1. The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish, State of Washington, generally known as the Frances E. Anderson Cultural and Leisure Center, located at 700 Main Street, Edmonds, and described as follows: Rooms 111 and 113 (two-thirds [2/3] of space as divided) = 1,700 sq. ft. 2. DECLARATION: The Lessor hereby declares its determination that parts of the subject property are not presently required for City recreation purposes. Upon a determination by the Director of Parks and Recreation, or other official designated by the Director or the Mayor, that subject premises may become necessary for City recreation purposes, this Lease shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject premises will no longer be needed, the Lessee will send a written notification to the City of Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right of the City to terminate this Lease for breach of any term of this Lease. 3. PURPOSES: The subject property is to be used for office and storage. No other business or activities shall be undertaken on the premises without the written consent of the Lessor. Lessee may not use hallways for storage or for a meeting area unless the space is leased. 4. TERM: This Lease shall be for an initial term commencing on January 1, 2021 and ending on December 31, 2023. It may be renewed at the sole discretion of the Lessor for future annual terms, upon determination by the Lessor that the premises will be not be required for City recreation purposes during the ensuing year. Said determination to renew shall be made on or before November 1 of the preceding year of the Lease; failure to provide written notice of renewal shall terminate the lease on December 31, 2023 or December 31 of any annual renewal term thereafter. 5. FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of S1,761.71 per month for 2021. Said fee is broken down as follows: (1) 1,700 sq. ft. at $1.012770/sq. ft.=$1,721.71 (2) -00- for state leasehold property tax (see item 6 below) (3) $25.00 for power and heat (see item 7 below) (4) $15.00 per month for water service (see item 7 below) • Incorporated August H , 1890 • Sister City - Hekinan, Japan Packet Pg. 24 2.2.d Fees for 2022, 2023 and any annual renewal term thereafter shall be adjusted on an annual basis. Such fees shall increase by one hundred percent (100%) of that percentage increase set forth in the All Urban Consumers Index (CPI-U) (1982-1984=100) for the Seattle -Tacoma - Bellevue area for the period from June to June, as is specified by the Bureau of Labor Statistics, United States Department of Labor. All payments shall be paid at the office of the Edmonds City Treasurer, 121 51h Avenue N, Edmonds, Washington, 98020. If any monthly payment is not received on or before the tenth day of each month, a late payment fee of $26.43 shall be assessed and then immediately due and payable by the Lessee. This late payment fee is based upon the cost of comparable short term borrowing by the Lessee and may be adjusted annually. 6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary exemption form with the Lessor's Finance Division. UTILITIES: For 2021, a flat rate ofS25.00 per month will be charged for providing power and heat, and a flat rate of S15.00 per month will be charged for providing leased spaces with water. These fees may be adjusted annually. In the event the Lessee orders any other public utilities which shall be used in or charged against the leased premises, Lessee shall pay the same during the full term of the Lease. 8. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor shall have access to the premises for purposes of inspection at reasonable hours during the term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the premises without demand or notice at the end of the term, or renewal thereof, and leave the same in a neat and clean condition, and will deliver up all keys belonging to the premises to the Lessor. 9. RESPONSIBILITIES: Lessee's Negligence: Lessor or Lessor's agents shall not be liable for any damage or injuries either to persons or property, sustained by the Lessee, its employees, agents, or third persons by reason of the negligent act of the Lessee, its agents, employees, or invitees, nor shall Lessor be liable for loss of any property kept on the premises. 10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the subject premises. Lessee's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Lessee to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. Lessee shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 25 2.2.d City shall be named as an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 2. Proper insurance shall be written on an all risk basis. Property insurance shall be written covering the full value of Lessee's property and improvements with no coinsurance provisions. The Lessee's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in excess of the Lessee's insurance and shall not contribute with it. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. At the time of execution of this Agreement, the Lessee shall furnish the Lessor with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. The Lessee shall provide the Lessor with written notice of any policy cancellation, within two business days of their receipt of such notice. Lessee and Lessor hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. Failure on the part of the Lessee to maintain the insurance as required shall constitute a material breach of lease, upon which the Lessor may, after giving five business days' notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Lessor on demand. 11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used in accordance with the laws of the State of Washington, the Edmonds City Code, and other appropriate and applicable governmental agencies, and in accordance with all the directions, rules, and regulations of health officers, fire marshals, building inspectors, or other appropriate officer, provided, however, Lessee shall assume no responsibility for structural code requirements or required modifications, if any. The governmental operations of the City of Edmonds will no longer purchase or provide single -use polystyrene or other plastic -based, non-compostable food service packaging or ware for any City -sponsored function providing food and/or beverages. Renters and officially -recognized users of City owned buildings are strongly encouraged to comply with these restrictions. 12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make no alterations or improvements to the leased premises, or to any of the furniture or equipment • Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 26 2.2.d located on the premises subject to this Lease without the prior written consent of the Lessor Lessor is not obligated to grant its consent. The Lessor shall be under no obligation to make additions or changes to the leased premises after the Lessee occupies the space. Changes and additions include, but are not limited to, painting, electrical or plumbing changes, additions or alterations to doors, windows, draperies, walls, floors and vents, locks (unless required for building security), or any other change unless Lessor determines it is required for health and/or safety. 13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or designee prior to being installed and be in keeping with the Anderson Center's sign policy. Lessee will not use exterior windows for permanent signs or displays without the written permission of the Lessor. 14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and other display boards in Anderson Center with the approval of the Lessor's Deputy Director or designee. 15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work performed, materials furnished, or other obligations incurred by the Lessee. 16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises, nor assign the Lease or any part thereof, and agrees and stipulates that a material consideration for the execution of this Lease is its personal acceptance of the Lease Agreement. 17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the use of the subject premises by any group, organization, individual, or legal entity other than the reasonable and necessary use by the Lessee, its employees, or responsible adult participants and children duly enrolled in its authorized programs, without the prior written permission of the Lessor. 18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by fire, earthquake, or other casualty to such an extent as to render the same untenantable in whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate, with rent prorated to the date of the loss. 19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department, 700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds, Washington, 98020, and delivery of all such notices shall be conclusively presumed to be effective upon posting of such in the United States mail, postage prepaid. 20. DEFAULT AND REENTRY: if Lessee violates or defaults in any of the covenants and agreements contained herein, then the Lessor may immediately cancel the term of this Lease • Incorporated August 11, 1890 ■ Sister City - Hekinan, Japan Packet Pg. 27 2.2.d and reenter said premises. The Lessor shall be the sole distributor of keys and shall control the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the Frances Anderson Center, as appropriate. 21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily incurred by the City, including reasonable attorney's fees. 22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of any of the covenants and agreements of this Lease or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such provision, or any other covenants or agreement, but the same shall be and remain in full force and effect. 23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to remove from the leased premises all personal property located therein, and may place the same in storage in a public warehouse at the expense and risk of the owners thereof. 24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers, officials, employees and volunteers harmless from any and all claims, suits, actions or liabilities for bodily injury or death or property damage suffered or alleged to be suffered by Lessee, its agents, employees, invitees or other third parties upon or about the leased premises or in any way arising out of or in connection with the Lessee's use of the leased premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph is to have Lessee act an insurer as to Lessor. 25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of the annual Arts Festival to enable the Edmonds Arts Festival to exercise sole control of the Anderson Center premises that night. 26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department. Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm. Lessor reserves the right to amend these hours at any time and to determine days when the building will be closed. Any use of the leased area at times other than the current hours of operation must be approved in writing by the Lessor. Any use of the Anderson Center facilities other than leased space will require Lessee to make prior written arrangements with Lessor and pay current rental rates. • Incorporated August H , 1890 ■ Sister City - Hekinan, Japan Packet Pg. 28 2.2.d 27. PREMISES AVAILABILITY. The parties agree that in the event the Lessor determines. in its sole discretion, to temporarily close the ]eased premises to the public for reasons related to .public health and safety (e.g., a natural event, such as an earthquake or tomado; a pandemic or other public health risk; a plumbing, heating or other building malfunction; or other similar occurrence), and that closure renders the Lessee unable to conduct business at the leased premises, the Lessor may, at the discretion of the Department Director (or designee), suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above. A E-ST/AU TICATED: cotroassey, City. APPROVED AS TO FORM: Office of the City Attorney STATE OF WASHINGTON ) ) LESSOR: CITY OF EDM NDS: M': ael Nelson, Mayor LES 'FE: SNO-KING YOUTH CLUB C .. Adam Quaintance, Executive Director 700 Auirn 54- «i 0- Mailing Address alrwo�ds 90?.a City State Zip Phone ad�Vvi2)S "C- Er nai i . . M�z — - - • Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 29 2.2.e 4)7C. I S9v CITY OF EDMONDS 700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253 PARKS, RECREATION AND CULTURAL SERVICES DEPARTMENT BUILDING USE AGREEMENT MIKE NELSON MAYOR THIS AGREEMENT, made this day of January 2022, by and between the CITY OF EDMONDS, a non -charter optional municipal code city organized under the laws of the State of Washington, as Lessor, and SCULPTORS WORKSHOP as Lessee. The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish, State of Washington, generally known as the Frances E. Anderson Cultural and Leisure Center, located at 700 Main Street, Edmonds, and described as follows: Rooms 210 and 211=1,920 sq. ft. 2. DECLARATION: The Lessor hereby declares its determination that parts of the subject property are not presently required for City recreation purposes. Upon a determination by the Director of Parks and Recreation, or other official designated by the Director or the Mayor, that subject premises may become necessary for City recreation purposes, this Lease shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject premises will no longer be needed, the Lessee will send a written notification to the City of Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right of the City to terminate this Lease for breach of any term of this Lease. 3. PURPOSES: The subject property is to be used for pottery, sculpting, and studio use. No other business or activities shall be undertaken on the premises without the written consent of the Lessor. During the two times per year on which the Lessee conducts its biannual sales on the premises, the Lessee may use the hallway and the meeting room located by the back door, as well as approximately four tables. On those sale days, the Lessee may park in the parking area behind the workshop for purposes of loading and unloading. Otherwise, the Lessee may not use hallways for storage or for a meeting area unless the space is leased. 4. TERM: This Lease shall be for an initial term commencing on January 1, 2022 and ending on December 31, 2023. It may be renewed at the sole discretion of the Lessor for future annual terms, upon determination by the Lessor that the premises will be not be required for City recreation purposes during the ensuing year. Said determination to renew shall be made on or before November 1 of the preceding year of the Lease; failure to provide written notice of renewal shall terminate the lease on December 31, 2023. 5. FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of $2,390.31 per month for 2022. Said fee is broken down as follows: • Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 30 2.2.e (1) 1,920 sq. ft. at $1.068675/sq. ft. _ $2,051.86 (2) $263.46 for state leasehold property tax (see item 6 below) (3) $50.00 for power and heat (see item 7 below) (4) $25.00 per month for water service (see item 7 below) Fees for 2023 and any annual renewal term thereafter shall be adjusted on an annual basis. Such fees shall increase by one hundred percent (100%) of that percentage increase set forth in the All Urban Consumers Index (CPI-U) for the Seattle -Tacoma -Bellevue area for the period from June to June, as is specified by the Bureau of Labor Statistics, United States Department of Labor, which increase shall not exceed three percent (3%) per year. All payments shall be paid at the office of the Edmonds City Treasurer, 121 51h Avenue N, Edmonds, Washington, 98020. If any monthly payment is not received on or before the tenth day of each month, a late payment fee of $35.85 shall be assessed and then immediately due and payable by the Lessee. This late payment fee is based upon the cost of comparable short term borrowing by the Lessee. 6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary exemption form with the Lessor's Finance Division. 7. UTILITIES: For 2022, a flat rate of $50.00 per month will be charged for providing power and heat, and a flat rate of $25.00 per month will be charged for providing leased spaces with water. In the event the Lessee orders any other public utilities which shall be used in or charged against the leased premises, Lessee shall pay the same during the full term of the Lease. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor shall have access to the premises for purposes of inspection at reasonable hours during the term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the premises without demand or notice at the end of the term, or renewal thereof, and leave the same in a neat and clean condition, and will deliver up all keys belonging to the premises to the Lessor. 9. RESPONSIBILITIES: Lessee's Negligence: Lessor or Lessor's agents shall not be liable for any damage or injuries either to persons or property, sustained by the Lessee, its employees, agents, or third persons by reason of the negligent act of the Lessee, its agents, employees, or invitees, nor shall Lessor be liable for loss of any property kept on the premises. 10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the subject premises. Lessee's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Lessee to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 31 2.2.e Lessee shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City shall be named as an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 2. Property insurance shall be written on an all risk basis. Property insurance shall be written covering the full value of Lessee's property and improvements with no coinsurance provisions. The Lessee's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in excess of the Lessee's insurance and shall not contribute with it. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. At the time of execution of this Agreement, the Lessee shall furnish the Lessor with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. The Lessee shall provide the Lessor with written notice of any policy cancellation, within two business days of their receipt of such notice. Lessee and Lessor hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. Failure on the part of the Lessee to maintain the insurance as required shall constitute a material breach of lease, upon which the Lessor may, after giving five business days' notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Lessor on demand. 11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used in accordance with the laws of the State of Washington, the Edmonds City Code, and other appropriate and applicable governmental agencies, and in accordance with all the directions, rules, and regulations of health officers, fire marshals, building inspectors, or other appropriate officer, provided, however, Lessee shall assume no responsibility for structural code requirements or required modifications, if any. The governmental operations of the City of Edmonds will no longer purchase or provide single -use polystyrene or other plastic -based, non-compostable food service packaging or ware for any City -sponsored function providing food and/or beverages. Renters and officially -recognized users of City owned buildings are strongly encouraged to comply with these restrictions. • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 32 2.2.e 12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make no alterations or improvements to the leased premises, or to any of the furniture or equipment located on the premises subject to this Lease without the prior written consent of the Lessor. Lessor is not obligated to grant its consent. The Lessor shall be under no obligation to make additions or changes to the leased premises after the Lessee occupies the space. Changes and additions include, but are not limited to, painting, electrical or plumbing changes, additions or alterations to doors, windows, draperies, walls, floors and vents, locks (unless required for building security), or any other change unless Lessor determines it is required for health and/or safety. 13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or designee prior to being installed and be in keeping with the Anderson Center's sign policy. Lessee will not use exterior windows for permanent signs or displays without the written permission of the Lessor. 14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and other display boards in Anderson Center with the approval of the Lessor's Deputy Director or designee. 15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work performed, materials furnished, or other obligations incurred by the Lessee. 16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises, nor assign the Lease or any part thereof, and agrees and stipulates that a material consideration for the execution of this Lease is its personal acceptance of the Lease Agreement. 17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the use of the subject premises by any group, organization, individual, or legal entity other than the reasonable and necessary use by the Lessee, its employees, or responsible adult participants and children duly enrolled in its authorized programs, without the prior written permission of the Lessor. 18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by fire, earthquake, or other casualty to such an extent as to render the same untenantable in whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate, with rent prorated to the date of the loss. 19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department, 700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds, Washington, 98020, and delivery of all such notices shall be conclusively presumed to be effective upon posting of such in the United States mail, postage prepaid. • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 33 2.2.e 20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and agreements contained herein, then the Lessor may immediately cancel the term of this Lease and reenter said premises. The Lessor shall be the sole distributor of keys and shall control the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the Frances Anderson Center, as appropriate. 21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily incurred by the City, including reasonable attorney's fees. 22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of any of the covenants and agreements of this Lease or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such provision, or any other covenants or agreement, but the same shall be and remain in full force and effect. 23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to remove from the leased premises all personal property located therein, and may place the same in storage in a public warehouse at the expense and risk of the owners thereof. 24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers, officials, employees and volunteers harmless from any and all claims, suits, actions or liabilities for bodily injury or death or property damage suffered or alleged to be suffered by Lessee, its agents, employees, invitees or other third parties upon or about the leased premises or in any way arising out of or in connection with the Lessee's use of the leased premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph is to have Lessee act an insurer as to Lessor. 25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of the annual Arts Festival evening event to enable the Edmonds Arts Festival to exercise sole control of the Anderson Center premises that night. 26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department. Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm. Lessor reserves the right to amend these hours at any time and to determine days when the building will be closed. Any use of the leased area at times other than the current hours of operation must be approved in writing by the Lessor. Any use of the Anderson Center facilities other than leased space will require Lessee to make prior written arrangements with Lessor and pay current rental rates. • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 34 2.2.e 27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines, in its sole discretion, to temporarily close the leased premises to the public for reasons related to public health and safety (e.g., a natural event, such as an earthquake or tornado; a pandemic or other public health risk; a plumbing, heating or other building malfunction; or other similar occurrence), and that closure renders the Lessee unable to conduct business at the leased premises, the Lessor may, at the discretion of the Department Director (or designee), suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above. ATTEST/AUTHENTICATED: Scott Passey, City Clerk APPROVED AS TO FORM: Office of the City Attorney LESSOR: CITY OF EDMONDS: Michael Nelson, Mayor LESSEE: SCULPTORS WORKSHOP Printed Name Title Mailing Address City State Zip Phone Email • Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 35 2.2.e STATE OF WASHINGTON ) COUNTY OF SNOHOMISH ) On this day of , 20_, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the of the Lessee that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said Lessee, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the day and year first above written. NOTARY PUBLIC My commission expires: • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 36 2.2.f ��)c. 1 fly\) CITY OF EDMONDS 700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253 PARKS, RECREATION AND CULTURAL SERVICES DEPARTMENT BUILDING USE AGREEMENT MIKE NELSON MAYOR THIS AGREEMENT, made this day of January 2022, by and between the CITY OF EDMONDS, a non -charter optional municipal code city organized under the laws of the State of Washington, as Lessor, and OLYMPIC BALLET SCHOOL MVOG, INC. as Lessee. 1. The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish, State of Washington, generally known as the Frances E. Anderson Cultural and Leisure Center, located at 700 Main Street, Edmonds, and described as follows: Room 122 —1,617 sq. ft. Room 124 — 400 sq. ft. Room 300 — 78 sq. ft. Room 302 — 744 sq. ft. Room 303/305, 304 and 306 — 2,562 sq. ft. 2. DECLARATION: The Lessor hereby declares its determination that parts of the subject property are not presently required for City recreation purposes. Upon a determination by the Director of Parks and Recreation, or other official designated by the Director or the Mayor, that subject premises may become necessary for City recreation purposes, this Lease shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject premises will no longer be needed, the Lessee will send a written notification to the City of Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right of the City to terminate this Lease for breach of any term of this Lease. 3. PURPOSES: The subject property is to be used for office, ballet and dance school, and performing company. No other business or activities shall be undertaken on the premises without the written consent of the Lessor. Lessee may not use hallways for storage or for a meeting area unless the space is leased. 4. TERM: This Lease shall be for an initial term commencing on January 1, 2022 and ending on December 31, 2024. It may be renewed at the sole discretion of the Lessor for future annual terms, upon determination by the Lessor that the premises will be not be required for City recreation purposes during the ensuing year. Said determination to renew shall be made • Incorporated August 11, 1890 • Sister City - Hekinan, Japan Packet Pg. 37 2.2.f on or before November 1 of the preceding year of the Lease; failure to provide written notice of renewal shall terminate the lease on December 31, 2024. 5. FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of $,5541.32 per month for 2022. Said fee is broken down as follows: (1) 3,384sq. ft. at $.788013/sq. ft. _ $2,666.64 (2) 2,017 sq. ft. at $1.068675/sq. ft. _ $2,115.52 (3) $619.16 for state leasehold property tax (see item 6 below) (4) $70.00 for power and heat (see item 7 below) (5) $30.00 per month for water service (see item 7 below) Fees for 2023, 2024 and any annual renewal term thereafter shall be adjusted on an annual basis. Such fees shall increase by one hundred percent (100%) of that percentage increase set forth in the All Urban Consumers Index (CPI-U) for the Seattle -Tacoma -Bellevue area for the period from June to June, as is specified by the Bureau of Labor Statistics, United States Department of Labor, which increase shall not exceed three percent (3%) per year. All payments shall be paid at the office of the Edmonds City Treasurer, 121 5th Avenue N, Edmonds, Washington, 98020. If any monthly payment is not received on or before the tenth (IOth) day of each month, a late payment fee of $83.12 shall be assessed and then immediately due and payable by the Lessee. This late payment fee is based upon the cost of comparable short term borrowing by the Lessee and may be adjusted annually. 6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary exemption form with the Lessor's Finance Division. 7. UTILITIES: A flat rate of $70.00 per month will be charged for providing power and heat, and a flat rate of $30.00 per month will be charged for providing water. In the event the Lessee orders any other public utilities which shall be used in or charged against the leased premises, Lessee shall pay the same during the full term of the Lease. 8. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor shall have access to the premises for purposes of inspection at reasonable hours during the term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the premises without demand or notice at the end of the term, or renewal thereof, and leave the same in a neat and clean condition, and will deliver up all keys belonging to the premises to the Lessor. 9. RESPONSIBILITIES: Lessee's Negligence: Lessor or Lessor's agents shall not be liable for any damage or injuries either to persons or property, sustained by the Lessee, its employees, agents, or third persons by reason of the negligent act of the Lessee, its agents, employees, or invitees, nor shall Lessor be liable for loss of any property kept on the premises. • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 38 2.2.f 10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Lessee's operation and use of the subject premises. Lessee's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Lessee to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. Lessee shall obtain insurance of the types described below: A. Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City shall be named as an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. B. Property insurance shall be written on an all risk basis. Property insurance shall be written covering the full value of Lessee's property and improvements with no coinsurance provisions. The Lessee's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in excess of the Lessee's insurance and shall not contribute with it. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. At the time of execution of this Agreement, the Lessee shall furnish the Lessor with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. The Lessee shall provide the Lessor with written notice of any policy cancellation, within two business days of their receipt of such notice. Lessee and Lessor hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. Failure on the part of the Lessee to maintain the insurance as required shall constitute a material breach of lease, upon which the Lessor may, after giving five business days' notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Lessor on demand. 11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used in accordance with the laws of the State of Washington, the Edmonds City Code, and other appropriate and applicable governmental agencies, and in accordance with all the directions, rules, and regulations of health officers, fire marshals, building inspectors, or other appropriate officer, provided, however, Lessee shall assume no responsibility for structural code requirements or required modifications, if any. • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 39 2.2.f The governmental operations of the City of Edmonds will no longer purchase or provide single -use polystyrene or other plastic -based, non-compostable food service packaging or ware for any City -sponsored function providing food and/or beverages. Renters and officially -recognized users of City owned buildings are strongly encouraged to comply with these restrictions. 12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make no alterations or improvements to the leased premises, or to any of the furniture or equipment located on the premises subject to this Lease without the prior written consent of the Lessor. Lessor is not obligated to grant its consent. The Lessor shall be under no obligation to make additions or changes to the leased premises after the Lessee occupies the space. Changes and additions include, but are not limited to, painting, electrical or plumbing changes, additions or alterations to doors, windows, draperies, walls, floors and vents, locks (unless required for building security), or any other change unless Lessor determines it is required for health and/or safety. 13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or designee prior to being installed and be in keeping with the Anderson Center's sign policy. Lessee will not use exterior windows for permanent signs or displays without the written permission of the Lessor. 14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and other display boards in Anderson Center with the approval of the Lessor's Deputy Director or designee. 15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work performed, materials furnished, or other obligations incurred by the Lessee. 16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises, nor assign the Lease or any part thereof, and agrees and stipulates that a material consideration for the execution of this Lease is its personal acceptance of the Lease Agreement. 17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the use of the subject premises by any group, organization, individual, or legal entity other than the reasonable and necessary use by the Lessee, its employees, or responsible adult participants and children duly enrolled in its authorized programs, without the prior written permission of the Lessor. 18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by fire, earthquake, or other casualty to such an extent as to render the same untenantable in whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate, with rent prorated to the date of the loss. • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 40 2.2.f 19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department, 700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds, Washington, 98020, and delivery of all such notices shall be conclusively presumed to be effective upon posting of such in the United States mail, postage prepaid. 20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and agreements contained herein, then the Lessor may immediately cancel the term of this Lease and reenter said premises. The Lessor shall be the sole distributor of keys and shall control the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the Frances Anderson Center, as appropriate. 21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily incurred by the City, including reasonable attorney's fees. 22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of any of the covenants and agreements of this Lease or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such provision, or any other covenants or agreement, but the same shall be and remain in full force and effect. 23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to remove from the leased premises all personal property located therein, and may place the same in storage in a public warehouse at the expense and risk of the owners thereof. 24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers, officials, employees and volunteers harmless from any and all claims, suits, actions or liabilities for bodily injury or death or property damage suffered or alleged to be suffered by Lessee, its agents, employees, invitees or other third parties upon or about the leased premises or in any way arising out of or in connection with the Lessee's use of the leased premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph is to have Lessee act an insurer as to Lessor. 25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of the annual Arts Festival evening event to enable the Edmonds Arts Festival to exercise sole control of the Anderson Center premises that night. 26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department. Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm. Lessor reserves the right to amend these hours at any time and to determine days when the building will be closed. Any use of the leased area at times other than the current hours of • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 41 2.2.f operation must be approved in writing by the Lessor. Any use of the Anderson Center facilities other than leased space will require Lessee to make prior written arrangements with Lessor and pay current rental rates. 27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines, in its sole discretion, to temporarily close the leased premises to the public for reasons related to public health and safety (e.g., a natural event, such as an earthquake or tornado; a pandemic or other public health risk; a plumbing, heating or other building malfunction; or other similar occurrence), and that closure renders the Lessee unable to conduct business at the leased premises, the Lessor may, at the discretion of the Department Director (or designee), suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above. ATTEST/AUTHENTICATED: Scott Passey, City Clerk APPROVED AS TO FORM: Office of the City Attorney LESSOR: CITY OF EDMONDS: Michael Nelson, Mayor LESSEE: OLYMPIC BALLET SCHOOL MVOG, INC Oleg Gorboulev, Owner Mailing Address City State Zip Phone Email • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 42 2.2.f STATE OF WASHINGTON ) COUNTY OF SNOHOMISH ) On this day of , 20 , before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the of the Lessee that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said Lessee, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. WITNESS my hand and official seal hereto affixed the day and year first above written NOTARY PUBLIC My commission expires: • Incorporated August 11, 1890 • Sister City - Hekinan, Japan I Packet Pg. 43 2.2.g Frances Anderson Center Tenant 2022 Monthly Payment Options Term - Exp. Sq ft 2021 Monthly Pmt. Monthly Increase (3%) Payment per Month (3%) Monthly Increase (5.52%) Payment per Month (5.52%) Edmonds Arts Festival Foundation 3 yrs - 2023 571.5 $ 608.80 $17.36 $626.16 $ 31.95 $ 640.75 Edmonds Montessori Main Street Kids Childcare Olympic Ballet 3 yrs - 2023 5 yrs - 2025 2,016.0 $ 2,358.90 $ 5,731.48 $69.12 $2,428.02 $ 127.18 $ 2,486.08 4,884.0 $167.45 $5,898.13 $ 308.10 $ 6,039.58 3 yrs - 2024 5,401.0 $ 5,256.67 $154.70 $ 5,411.37 $ 284.65 $ 5,541.32 Sculptors Workshop 2 yrs - 2023 1,920.0 $ 2,269.20 $65.82 $2,335.02 $ 121.12 $ 2,390.31 Sno-King Youth Club 3 yrs - 2023 1,700.0 $ 1,761.71 $51.65 $1,813.36 $ 95.04 $ 1,856.75 Total: 1 $17,986.76 $ 526.10 $ 18,512.06 1 $ 968.03 $ 18,954.79 Packet Pg. 44 2.3 City Council Agenda Item Meeting Date: 01/11/2022 Presentation to adopt Resolution to amend the Purchasing Policies and Procedures for Job Order Contracting Staff Lead: Rob English Department: Public Works & Utilities Preparer: Royce Napolitino Background/History The City's Contracting and Purchasing Policies and Procedures were last updated in July of 2018. While, during Washington State's 66th Legislature in the 2019 Regular Sessions, RCW 39.10.410.420 - .460 was amended to allow all public agencies to use Job Order Contracting (JOC) for public works projects when a determination is made that the use of job order contracts will benefit the public. A draft Resolution Amending the Purchasing Policies and Procedures was presented to the City Council on August 11, 2020, but never approved. The City moved to create a Job Order Contracting policy on April 6, 2021 in accordance with the aforementioned revisions from the State's 66th Legislature. The JOC program is anticipated to be utilized in many different departments/divisions including Public Works Engineering & Construction, Road Maintenance, Wastewater, Surface Water, Facilities, Parks, Recreation and Cultural Services and other public works areas/projects. Staff Recommendation Forward item to the consent agenda for City Council approval. Narrative The objectives of the City of Edmonds' JOC program are to: rapidly engage contractors in the performance of small to medium sized public work projects; to reduce construction, design, and planning costs; and to develop relationships and contracts with contractors to more quickly and efficiently respond to emergency situations. Attached are the draft resolution to amend the City's purchasing policies and the presentation provided to City Council in August, 2020. Attachments: Draft Resolution Job order contracting explained- power point Packet Pg. 45 2.3.a RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, TO AMEND THE CITY OF EDMONDS CONTRACTING AND PURCHASING POLICIES AND PROCEDURES TO ADD PROVISIONS RELATING TO JOB ORDER CONTRACTING. WHEREAS, the City of Edmonds last amended its Contracting and Purchasing Policies and Procedures in July 2018; and WHEREAS, in July 2019, the Washington State legislature amended Chapter 39.10 RCW to allow cities to use an alternative public works contracting procedure known as job order contracting; and WHEREAS, pursuant to RCW 39.10.420(3), "public bodies may use a job order contract for public works projects when a determination is made that the use of job order contracts will benefit the public by providing an effective means of reducing the total lead-time and cost for the construction of public works projects for repair and renovation required at public facilities through the use of unit price books and work orders by eliminating time-consuming, costly aspects of the traditional public works process, which require separate contracting actions for each small project"; and WHEREAS, the City Council has determined that the use of job order contracting for public works projects will benefit the public as provided in RCW 39.10.420, and that it is in the best interests of the City to adopt policies and procedures relating to job order contracting; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO RESOLVE AS FOLLOWS: To authorize the amendment to the City of Edmonds Contracting and Purchasing Policies and Procedures to add the provisions relating to job order contracting that are attached hereto as Attachment A. RESOLVED this day of 2022. APPROVED: MAYOR, MICHAEL NELSON Packet Pg. 46 2.3.a ATTEST/AUTHENTICATED: CITY CLERK, SCOTT PASSEY FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: RESOLUTION NO. Packet Pg. 47 2.3.a ATTACHMENT A The following new section to be added to the end of the Procurement of Public Works section of the City of Edmonds Contracting and Purchasing Policies and Procedures: Job Order Contracting A "job order contract" is a contract in which the contractor agrees to a fixed period, indefinite quantity delivery order contract, which provides for the use of negotiated, definitive work orders for public works. Pursuant to RCW 39.10.420, all public bodies of the state of Washington are authorized to award job order contracts and use the job order contracting procedure. The City Council has determined that the use of job order contracts will benefit the public by providing an effective means of reducing the total lead time and cost for the construction of public works projects for repair and renovation required at public facilities through the use of unit price books and work orders by eliminating time consuming, costly aspects of the traditional public works process, which requires separate contracting actions for each small project. The maximum total dollar amount that may be awarded under a job order contract is Four Million Dollars ($4,000,000) per year for a maximum of three (3) years. Any unused capacity from the previous year may be carried over for one year and added to the immediately following year's limit. Job order contracts may be executed for an initial contract term of not to exceed two (2) years, with the option of extending or renewing the job order contract for one (1) year. The City may have no more than three (3) job order contracts in effect at any one time. The maximum dollar amount for each work order issued under a job order contract is Five Hundred Thousand Dollars ($500,000), excluding Washington state sales and use tax. All work orders issued for the same project will be treated as a single work order for purposes of the dollar limit on work orders. The City will adhere to all requirements of Chapter 3 9. 10 RCW with regard to its Job Order Contracting program. Packet Pg. 48 2.3.b Job Order Contracting A Washington State Procurement Option Packet Pg. 49 2.3.b Procurement Options • Design - Bid - Build • Design -Build • General Contractor/Construction Manager • Job Order Contracting • Small Works Roster 2 Packet Pg. 50 2.3.b Definition of JOC • "Existing Washington State RCW 39.10.420 to RCW 39.10.460 Job order contract" means a contract in which the contractor agrees to a fixed period, indefinite quantity delivery order contract which provides for the use of negotiated, definitive work orders for public works Q Packet Pg. 51 2.3.b General reasons to choose JOC • Multi le projects that typically range from $25,000 to $350,000 in value • Total dollar volume of work is less than $4 million per year • Limited owner staff availability for proper implementation of other methods • Urgency for project completion 0 Packet Pg. 52 2.3.b Unique aspect.- -'Jos • The owner can stop the JOC contract at any time • Procurement of JOC Contractor = the best competitive coefficient (no hidden costs) • Partnership with JOC Contractor leads to trust and a familiarity with owner's unique needs • Constant value engineering provides best value practices • Unit Price Book = best average cost • JOC eliminates change order philosophy since change orders are based on Unit Price Book .01 Packet Pg. 53 2.3.b What is JOC's construction niche? • Fast response for small ($350,,000 or Bess) repair, renovation, remodel and alteration projects • Services provided on an on -call basis • Lump -sum fixed price for each work order • Owner negotiates (consensus) the scope of work • Cost coefficient is established upfront 0 Packet Pg. 54 2.3.b OC Contractor's Coefficient • The coefficient provides a factor or multiplier that applies to all items in the Unit Price Book • JOC is responsible for: u* Quality Control and Safety C�Superintendent & Field Engineer eRisk Identification & Incidental Sketches eCorporate Fees of Administration and Margin eProject Management Sub contractor procurement, Value engineering, Procurement -materials & supplies, General conditions, Project closeout, As -built drawings & operations manuals C�Bond and Insurance Costs • Sub -contractors do NOT use Unit Price Book 7 Packet Pg. 55 2.3.b ypical Projects • Infrastructure upgrade projects (usually multi -discipline) — Bathroom renovation — ADA Compliance renovation projects — Communication/security systems installations — Classroom renovations — Parks and playfields renovation projects Packet Pg. 56 2.3.b Some Benefits of J"' for Owners • Reduced lead time — no need to plan or prepare bid documents and drawings for each work order • Eliminated bid time • Expedited engineering, since JOC projects usually require no architectural or engineering services for construction of projects • Joint scoping and re-scoping as needed 0 Packet Pg. 57 2.3.b Increased Opportunities for Small and Disadvantaged Businesses • JOC furnishes bonding for most subcontractors • JOC completes "red tape" requirements • JOC uses best value bid analysis for subcontractors &partners with subcontractors • JOC recruits small and disadvantaged businesses • JOC coaches subcontractors in all aspects of quality work, safety and project management (as needed) • JOC pays subcontractors promptly, typically subcontractor payment is not tied to JOC contractor's payment from the owner, and no retainage is held. 10 Packet Pg. 58 2.3.b Mapping the JOC Process SCOPING PHASE No Other Procurement Method Used PROPOSALPHASE Yes First Call to JOC Contractor L Yes PROPOSAL PHASE Proposal is Is Work Order Award Negotiated Within Budget? Yes is Made Owner & JOC I Contractor No Revise Work ~� Order Scope Notes I.- 1 - Owner, Owner's Staff and JOC Contractor Conduct Site Visit 11 Packet Pg. 59 2.3.b Site visit with Owner LJ Owner and JOC Contractor walk site G)Visit job site with Owner's representative and Users, where possible GIDetermine project information scope (i.e. desired materials, special needs, etc.) G)Take measurements of field conditions G)Take photos for documentation and communication purposes GIDetermine cost and schedule parameters G)Issue comprehensive Site -Visit Minutes 12 Packet Pg. 60 2.3.b Deveinn Scope of Work LJ Scope of Work Development G)Discuss scope with Owner and Facility Manager OQuestions to clarify scope of work answered G)Produce detailed scope of work G)Produce any sketches required G)Review and revise the estimate with Owner for final scope 13 Packet Pg. 61 2.3.b Scope of Work Example ka • Remove and reinstall e-. urinals and 2 commodes • Demo / dispose of 3 existing lights Reuse existing circuit for new lights. • Remove & replace 2 existing HVAC grilles • Install gyp ceiling at 8' 8" with 4 new surface mounted explosion proof lights. Relocate existing smoke detector to new ceiling • Demo CMU for 42" opening min. (exist opening +/- 36") • Demo & dispose of existing metal partitions and replace with new 4" CMU covered completely with ceramic tile, with one block scupper at bottom of each y .,�no ceramic tile, floors and walls, tyin. and walls, typ (exist ceramic on walls is approx. 8'-0" high) 14 Packet Pg. 62 2.3.b Scope of Work Example • Demo existing partitions, repla) CMU covered completely with c & scupper at bottom of each is the • Install new mirror provided by owner - Remove existing paper towel dispenser and turn over to Owner • Install I ea hand dryer, wire to existing, adjacent I l Mutlet. All new wiring to be concealed • NOTE: Replace entry door - 3-Ox7-0, HM with kickplates both sides, reuse hardware Typical all restrooms +Demo & dispose of vanity & sinks, install new stainless steel counter with integral sinks supplied by owner (save existing P- traps & faucets for reuse on new sinks) • Demo ceramic tile, floors & walls, typ. 15 Packet Pg. 63 2.3.b Proposal Phase ❑Work Order Request LJ Proposal Package GCover Letter G)Work Order Form GComprehensive Line Item Estimate G)Preliminary Schedule GFinal Scope of Work LJ Scope Negotiations — reach consensus LJ Final Work Order Form is signed by Facility Manager 16 Packet Pg. 64 2.3.b Work Order Proposal Estimate Package Proposal Package Delivery • JOC contractor details the project execution plan and schedule • JOC contractor identifies time saving suggestions where possible • JOC contractor provides value engineering ideas, "constructability" input, and quality control • Owner and contractor review and discuss line item estimate ... Consensus 17 Packet Pg. 65 2.3.b JOC Cons. is Negotiations under JOC are different from other delivery Methods ❑ JOC negotiations are based on line item selection, line item quantity and schedule, not price ❑ The result of negotiations is consensus The Owner has the opportunity to review and discuss the Work Order proposal so that they can answer "Yes" to the following questions before approving the Work Order Proposal Estimate Package: - Are the estimated line items appropriate? - Are the estimated quantities correct? - Is the proposed schedule acceptable? - Is the bottom line price fair and reasonable? 18 Packet Pg. 66 2.3.b Construction • Prepare all subcontract documents • Mobilize and manage all subcontractors • Provide on -site supervision of ongoing work • Provide jobsite safety supervision • Provide quality control and assurance for the work • Provide regular progress reports gas needed) • Conduct pre -final and final inspections 19 Packet Pg. 67 2.3.b Project Closeout • Final punch list (if necessary) • Acceptance of work • As -built documentation • Operation and maintenance manuals, equipment lists, and training where applicable 20 Packet Pg. 68 2.4 City Council Agenda Item Meeting Date: 01/11/2022 Presentation to Authorize advertisement of a Request for Proposal for Job Order Contracting Staff Lead: Rob English Department: Public Works & Utilities Preparer: Royce Napolitino Background/History During the 2019 Legislative Sessions, RCW 39.10.420-460 was amended to allow all public agencies to use Job Order Contracting (JOC) for public works projects when a determination is made that the use of job order contracts will benefit the public. The Job Order Contracting program is anticipated to benefit multiple divisions and departments, including Public Works Engineering and Construction, Road Maintenance, Wastewater, Surface Water, Facilities, Parks, Recreation and Cultural Services and other public works projects. March 9, 2021 - The Parks and Public Works committee and the Finance committee approved the Job Order Contracting agenda bill for consent on the City Council's full agenda. April 6, 2021 - The City Council consented the approval of Job Order Contracting initiating staff process for advertising a Request for Proposal. May 18, 2021 - The City Council called for a full presentation of Proposal and Professional Services agreement. July 6, 2021- The City Council approved a Professional Services Agreement(PSA) for JOC services with Gordian, Inc. Staff Recommendation Forward the item to the consent agenda for City Council approval. Narrative The objectives of the City's JOC program are to rapidly engage contractors in the performance of small to medium sized public works projects; to reduce construction, design, and planning costs; and to develop relationships and contracts with contractors to more quickly and efficiently respond to emergency situations. The JOC program is anticipated to be utilized in several different departments/divisions including Public Works Engineering & Construction, Road Maintenance, Wastewater, Surface Water, Facilities, Parks, Recreation and Cultural Services and other public works areas/projects. Packet Pg. 69 2.4 Attached is the draft Request for Proposals (RFP) for Job Order Contracting General Construction Services. The RFP has been developed in coordination with Gordian Inc. and the City Attorney's office. Staff is requesting authorization to advertise the RFP and request proposals for the City's Job Order Contracting Program. Attachments: Request for Proposal Packet Pg. 70 2.4.a City of Edmonds Request for Proposals RFP TBD Job Order Contracting General Construction Services 2022 RFP due date no later than February XX, 2022, 2:00 p.m. Pacific Local Time Point of Contact: Robert English, Purchasing Coordinator Robert. English(o)-edmondswa.gov RFP Timeline Event Date Issue Date January XX, 2022 Mandator Pre -Proposal Meeting February X, 2022, 9:30 a.m. — 10:30 a.m. Deadline for Final Questions February X, 2022, 5:00 p.m. Pacific Local Time Proposal Due Date February XX, 2022, 2:00 p.m. Pacific Local Time Award Late April 2022 Contract Start Date May 2022 Contract Term Two (2) years with one (1) bilateral option term of one 1 year Information & Addenda Detailed proposal information including the scope of work and all submittal requirements can be obtained �rorn[[AUI the City of Edmonds website at: or, from Builder's Exchange of Washington, http://www.bxwa.com/bxwa toc/pub/244.html. "Posted Projects", "Public Works", "City of Edmonds". It is the Proposer's responsibility to check for addenda and other new documents on-line. Virtual Pre -Proposal Meeting Information The purpose of this pre -proposal conference will be to discuss and answer questions regarding this solicitation and the project scope. It is mandatory that Proposers attend in order to facilitate questions regarding this project. Please join City of Edmonds and Gordian to review Edmonds's JOC RFP. The meeting is through Microsoft Teams Page 1 of 126 Packet Pg. 71 2.4.a OoH[AL2] on your computer or mobile app Join with a video conferencing device Video Conference ID: 119 418 483 3 Or call in (audio only) United States, Seattle Phone Conference ID: Find a local number I Reset PIN Learn More I Meeting options Submittal Requirements Submit Sealed Proposals to: City of Edmonds, Edmonds City Hall 121 5th Ave North, Edmonds, WA Clearly label the outside of the sealed envelope containing one unbound original proposal, one (1) flash drive in pdf format, and sealed price sheet containing the Proposal Name, Proposal number �BD I[SEcs]and contact information listed above. Only Proposals that arrive in the City Clerk's office by the deadline will be considered. INOTICEI[AE41: At the time of this solicitation, Edmonds City Hall closed to the public in response to the COVID- 19 event. Deliveries by carrier are being accepted Monday through Friday, from 8:00 a.m. to 4:00 p.m., or Proposers wishing to drop off submittals may call upon arrival at City Hall and a staff member will meet you at the door to accept your sealed proposal. Questions All questions must be in writing and submitted to Robert�[ABi English, , Insert email here. Unauthorized contact regarding this Request for Proposal with City of Edmonds employees or Proposers may result in disqualification. Questions via phone will not be accepted. Any oral communications will be considered unofficial and non -binding on the City of Edmonds. Proposers should rely only on written statements issued by the individual named above. 0 0. 0 L L �0 a� a W c W E a Page 2 of 126 Packet Pg. 72 2.4.a TABLE OF CONTENTS INSTRUCTIONS 1 Proposal Submittal Page 5 2 Proposal Closing Page 5 3 Offer Period Page 5 4 Request for Due Date Extension Page 5 5 Withdrawal of Proposal Page 5 6 Single Response Page 6 7 Evaluation & Award Page 6 8 Waiver of Minor Administrative Irregularities Page 6 9 Excluded Parties Page 6 10 Business License Page 6 11 Bid Protest Procedures Page 7 12 Non -Endorsement Page 7 13 Proprietary Material Submitted/Public Disclosure Page 7 14 Cost of Preparing Proposals Page 9 15 Cooperative Purchasing Page 9 2. SPECIFICATIONS 2.1 Request for Proposals Intent Summary Page 10 2.2 Contract Value Page 10 2.3 Contractor License Fee/Identity of Unit Price Book to be Used Page 10 2.4 Scope of Work Page 11 2.5 Key Personnel Page 12 2.6 Job Order Contracting Process Overview Page 12 2.7 Compliance with Applicable Codes, Laws, and Regulations Page 12 2.8 Federal Regulations Page 13 2.9 Adjustment Factors Page 13 2.10 Mandatory Qualifications Page 14 2.11 Prevailing Wage Compliance Page 15 2.12 Intents and Affidavits Page 15 2.13 Performance and Payment Bonds Page 15 2.14 Retainage Bond Page 16 2.15 Option to Extend Page 16 2.16 Option Year Price Increase Page 16 2.17 Payment Page 16 3. PROPOSAL SUBMITTAL REQUIREMENTS 3.0 Submittal Requirements Page 17 3.1 Content and Format Page 17 4. PROPOSAL EVALUATION PROCESS 4.1 General Page 18 4.2 Contract Award and Execution Page 18 4.3 Evaluation Criteria Page 18 FORMS: 4.02 Contractor Commitment and Information Page 20 4.03 Price Sheet Page 21 4.04 Questionnaire Page 22 Page 3 of 126 Packet Pg. 73 2.4.a 4.05 Certificate of Non-Debarment/Suspension Certification of Compliance with Wage Payment Statutes Job Order Contract Performance Bond Payment Bond Retainage Bond 5. GENERAL CONDITIONS Table of Contents 6. FEMA SUPPLEMENTARY CONDITIONS 7. TITLE VI APPENDICES 1 AND 2 8. CONSTRUCTION TASK CATALOG® TECHNCIAL SPECIFICATIONS Attached Page 24 Page 25 Page 26 Page 34 Page 35 Page 36 Page 38 Attached Links Provided Page 4 of 126 Packet Pg. 74 2.4.a SECTION 1 - INSTRUCTIONS 1.1 PROPOSAL SUBMITTAL The City Clerk must receive the Proposer's proposal in its entirety by 2:00 p.m. Pacific Time on the Due Date. Proposals arriving after the deadline will be returned unopened. All timely submitted proposals and accompanying documentation will become the property of the City of Edmonds as provided in Section 1.13. Proposal pricing must be submitted on the forms provided in this document in a sealed envelope. To receive consideration for award, the proposal shall be completed and signed by an authorized representative of the Proposer. Submission of a proposal constitutes acceptance of the procedures, evaluation criteria, and other instructions of this RFP. A Proposer may only withdraw a proposal as provided in Section 1.5. 1.2 PROPOSAL CLOSING At the appointed time, the names of the Proposers who submitted proposals will be read aloud at an administrative opening. The opening will be held via an online virtual platform Information to access the administrative opening will be posted on the City's website calendar at least one (1) week before the submittal due date. 1.3 OFFER PERIOD All proposals submitted shall remain open for ninety (90) days from the submittal bid due date. The City of Edmonds reserves the right to extend this period. 1.4 REQUEST FOR DUE DATE EXTENSION Proposers may request an extension of the Proposal Due Date. A Proposer shall supply any justification and additional information that will facilitate an evaluation and decision by the City of Edmonds. Any approved extension will be issued in an addendum and applicable to all Proposers desiring to submit a proposal. 1.5 WITHDRAWAL OF PROPOSALS Proposers may withdraw a proposal which has been submitted at any time up to the Proposal Due Date and time. To accomplish this, a written request signed by an authorized representative of the Proposer must be submitted to the RFP Coordinator named on the Request for Proposals cover sheet. The Proposer may submit another proposal at any time up to that due date and time. Unless otherwise determined by the RFP Coordinator, no Proposer may withdraw or modify its proposal after the hour set for the opening thereof. Page 5 of 126 Packet Pg. 75 2.4.a 1.6 SINGLE RESPONSE At the City of Edmond's sole discretion, it may deem a single response to the RFP as a failure of competition, and in the best interest of the City of Edmonds, the single proposal may be rejected, and the RFP may be cancelled. 1.7 EVALUATION & AWARD The City of Edmonds will award a contract to the responsive and responsible Proposer(s) whose offer(s) best meet the needs of the City or, at the City's sole discretion, reject any and all Proposals. a. Responsive Proposer — A business entity or individual who has submitted a proposal that fully conforms in all material respects to the Request for Proposals (RFP) and all of its requirements, including all form and substance. b. Responsible Proposer — A business entity or individual who has the financial and technical capacity to perform the requirements of the RFP solicitation and subsequent contract. 1.8 WAIVER OF MINOR ADMINISTRATIVE IRREGULARITIES The City of Edmonds reserves the right, at its sole discretion, to waive minor administrative irregularities and informalities contained in any proposal submitted and accepted by the City. The City further reserves the right to make awards to the responsible Proposer whose proposal is determined to be the most advantageous to the City of Edmonds. The City of Edmonds reserves the right to reject any and all Proposals 1.9 EXCLUDED PARTIES All Proposers must certify that they are not on the United States Comptroller General's list of ineligible contractors nor the list of parties excluded from Federal procurement or non - procurement programs. See https://www.sam.gov. Any proposal received from a Proposer who does not so certify, or who has been deemed ineligible or excluded, shall be rejected by the City. 1.10 BUSINESS LICENSE As mandated by Edmonds City Code 4.72.020, if awarded a contract, the Awarded Job Order Contractor shall obtain a City of Edmonds business license prior to the execution of the contract and shall maintain the business license in good standing throughout the term of the contract. Page 6 of 126 Packet Pg. 76 2.4.a 1.12 1.13 BID PROTEST PROCEDURES The City of Edmonds shall provide a protest period of at least ten (10) business days following the day of the announcement of the apparent successful proposal(s) to allow a protester to file a detailed statement of the grounds of the protest. Any Proposer wishing to protest must file a detailed written statement of the grounds of the protest, noting the bid number, with the City Clerk no later than 5:00 pm on the second business day. The City shall promptly make a determination on the merits of the protest and provide to all Proposers a written decision of denial or acceptance of the protest. The City shall not execute the protested contract until two (2) business days following the City's decision on the protest. NON -ENDORSEMENT In selecting a Proposer(s) to provide services to the City of Edmonds, the City is neither endorsing nor suggesting that the Proposer's services are the best or only solution to the City's needs. The Proposer agrees to make no reference to the City of Edmonds in any literature, promotional material, brochures, sales presentation or the like without the prior review and express written consent of the City of Edmonds. PROPRIETARY MATERIAL SUBMITTED/PUBLIC DISCLOSURE A. Property of the City of Edmonds Unless withdrawn as provided in Section 1.5, all materials submitted in response to this RFP shall become the property of the City of Edmonds. Selection or rejection of a proposal does not affect this right of ownership. In this section, the term "proposal" is generic and refers to proposals, statements of qualification, letters of interest and any other material submitted in response to this RFP. B. Proposals are Public Records Pursuant to Chapter 42.56 RCW and other statutes regarding public agencies, all materials submitted under this RFP shall be considered a public record and except to the extent protected by state and/or federal laws will be available for inspection and copying by the public following contract award. Records will not be released by the City of Edmonds prior to contract award in order to protect the integrity of the procurement process, unless otherwise required by law. C. Public Records Exemption / Notice of RCW 39.10.470 In accordance with RCW 39.10.470, trade secrets (as defined in RCW 19.108.010) or other proprietary information submitted by a Proposer in connection with this RFP might not be subject to public disclosure under chapter 42.56 RCW if the Proposer specifically states in writing the reasons why protection from disclosure is necessary and identifies the data or materials to be protected. Proposers shall specifically designate and clearly label as "CONFIDENTIAL" any and all such materials or portions thereof that they deem to contain trade secrets or other proprietary information. Proposers should carefully consider what is truly confidential and should not mark an entire proposal as confidential. The Proposer shall provide the legal basis for the exemption to the City upon request. If the City receives a request for such information and the City's non -disclosure of such information is challenged in a court of competent jurisdiction, the Proposer shall, at its sole cost and expense, be responsible for defending the nondisclosure before the court. a Page 7 of 126 Packet Pg. 77 2.4.a D. Proposals Not Marked as Confidential If a proposal or other material does not clearly identify the "CONFIDENTIAL" portions, the City will not notify the Proposer that its proposal will be made available for inspection and copying, and the City may publicly disclose such non -clearly identified portion with no liability whatsoever to the Proposer. E. Process for Disclosing Information If a request is made for disclosure of material or any portion marked "CONFIDENTIAL," the City will determine whether the material should be made available under the law. If the City determines that the material is subject to disclosure and a notification request has been specifically made, the City will seek to notify the Proposer of the request and allow the proposer ten (10) business days after such notification to take appropriate legal action in Superior Court at the Proposer's sole expense and liability. If the Proposer does not within such ten (10) business days serve the Office of the City Attorney with a copy of an order entered by the Superior Court that expressly prohibits the City from disclosure of the material marked "CONFIDENTIAL," then the Proposer will be deemed to have consented to the public disclosure of the material marked "CONFIDENTIAL" and the City may publicly disclose such material without any liability whatsoever to the Proposer. F. Indemnification by Proposer To the extent that the City withholds from disclosure all or any portion of a Proposer's material marked "CONFIDENTIAL", the Proposer, by submitting a proposal in response to this RFP, agrees to indemnify, defend and hold harmless the City of Edmonds from all lawsuits, liabilities, losses, damages, penalties, attorneys' fees and costs the City incurs arising from or relating to such withholding from disclosure. G. Consent to Procedure Proposers, by submission of materials marked "CONFIDENTIAL", acknowledge and agree that N the City will have no obligation to advocate for nondisclosure in any forum and has no liability Q whatsoever to any Proposer for the disclosure of any material or record of any kind when that a disclosure is in accordance with applicable law or in accordance with an order applying o applicable law entered by the Superior Court or a Washington appellate court. By submitting a N proposal, the Proposer consents to the procedure in this Section as its sole remedy and waives ; and releases all claims against the City arising from the City's actions taken in accordance with this procedure. c a� 1.14 COST OF PREPARING PROPOSALS E The City of Edmonds is not liable for any costs incurred by Proposers in the preparation and a presentation of proposals and demonstrations submitted in response to this Request for Proposals. 1.15 COOPERATIVE PURCHASING Chapter 39.34 RCW allows cooperative purchasing between public agencies in the State of Page 8 of 126 Packet Pg. 78 2.4.a Washington. Public agencies that file an Interlocal Joint Purchasing Agreement with the City of Edmonds may wish to procure the goods and/or services herein offered by the selected Proposer(s). The selected Proposer(s) shall have the option of extending the same cost, terms, and conditions offered to the City of Edmonds to other public agencies under a separate agreement, contract or purchase order(s). The City of Edmonds is not liable in any regard for such agreement, contracts or purchase orders. Each public agency accepts responsibility for compliance with any additional or varying laws and regulations governing purchase by or on behalf of the public agency. The City of Edmonds accepts no responsibility for the performance of the Proposer(s) in providing goods and/or services to other public agencies, nor any responsibility for the payment price to the Proposer(s) for other public agency purchases. SECTION 2 - SPECIFICATIONS 2.1 INTENT SUMMARY / REASONS FOR USING JOB ORDER CONTRACTS The City of Edmonds has determined that the use of the Job Order Contracting system benefits the public by providing an effective means of reducing total lead-time, facilitating collaboration between the Job Order Contractor and design team, and reducing cost for public works projects. Through the use of unit price books and Job Orders, time consuming, costly aspects of traditional public works processes can be eliminated. As a part of the Job Order Contracting program, the City is accepting proposals from experienced contractors. The City expects a collaborative process of project procurement that combines the commitment, expertise and skills of the City and the Job Order Contractor(s) to achieve the completion of projects in the best interest of the public. 2.2 CONTRACT VALUE The Minimum Contract Value for each awarded Contract is $25,000. The awarded Job Order Contractor(s) are each guaranteed to receive the opportunity to perform Job Orders totaling at least $25,000 during the Base Term of their Contract. The Estimated Annual Value per Contract is $2,000,000 per year. Job Order Contractor(s) may be issued Job Orders exceeding the Estimated Annual Value during any year of their Contract. Job Order Contractor(s) are not guaranteed to receive this volume of Job Orders. It is merely an estimate. The City has no obligation to issue Job Orders in excess of the Minimum Contract Value. The City reserves the right to issue up to the maximum amount specified in RCW 39.10.440, which is up to $4 Million per Job Order Contractor per year. The Maximum Contract Value shall not exceed the value set forth in the RCW. The maximum dollar amount for a Job Order is $500,000, excluding Washington state sales and user tax. 2.3 CONTRACTOR LICENSE FEE / IDENTITY OF UNIT PRICE BOOK TO BE USED The City selected The Gordian Group's (Gordian) Job Order Contracting ("JOU) System for their JOC program. The Gordian JOC Solution includes Gordian's proprietary JOC System Software and JOC applications (JOC Applications) and construction cost data (Construction Page 9 of 126 Packet Pg. 79 2.4.a Task Catalog®), which shall be used by the Job Order Contractor solely for the purpose of fulfilling its obligations under its Job Order Contract, including preparation and submission of Job Order Proposals, subcontractor lists, and other requirements specified by the City. The Job Order Contractor's use, in whole or in part, of Gordian's JOC Applications, Construction Task Catalog® and other proprietary materials provided by Gordian for any purpose other than to execute work under its Job Order Contract for the City is strictly prohibited unless otherwise approved in writing by Gordian. Job Order Contractor(s) shall be required to execute Gordian's JOC System License and Fee Agreement and pay a one percent (1 %) JOC System License Fee to Gordian to obtain access to the Gordian JOC Solution. Should Gordian, or any applicable tax authority, conclude that any sales and/or use tax shall be imposed on any part of the of the transactions contemplated herein, said tax shall be collected from the Job Order Contractor, in addition to the fees set forth herein, and remitted by Gordian. The JOC System License Fee applies to all Job Orders issued to the Job Order Contractor under the terms of its Job Order Contract. Job Order Contractor(s) shall include the JOC System License Fee in the Adjustment Factors. Links to the Job Order Contract Construction Task Catalog° (CTC) and Technical Specifications: [AL6] 2.4 SCOPE OF WORK The City is seeking to obtain the services of experienced general construction contractors with work experience similar to the type of work the City may procure through its Job Order Contracting program. A Job Order Contract is an indefinite quantity construction contract pursuant to which the Job Order Contractor may perform an ongoing series of individual projects at different locations and facilities under the jurisdiction of the City. Job Order Contracting is typically used for small to medium sized repair and rehabilitation work, replacement in kind projects, and minor new construction. The Contract Documents include a Construction Task Catalog° containing Pre -priced Tasks for construction work with preset Unit Prices. All Unit Prices are based on local labor, material and equipment costs and are for the direct cost of construction. As a part of the Job Order Contracting program, the City is accepting proposals from experienced contractors. Job Order Contracts will be awarded through an advertised process. It is the intent of the City to award Job Order Contracts to no more than three (3) separate contractors using the evaluation factors and the relative weight of the Adjustment Factors. Award(s) will be made to the highest scored contractor(s). Thereafter, as work is identified, the Job Order Contractor will attend a Joint Scope Meeting with the City to review and discuss the proposed work. The City will prepare a Detailed Scope of Work and issue a Request for Job Order Proposal to the Job Order Contractor. The Job Order Contractor will then prepare a Job Order Proposal including a Price Proposal, 0 Q. 0 L a L 4° a� a a� c a� E 0 2 a Page 10 of 126 Packet Pg. 80 2.4.a construction schedule, list of proposed subcontractors, and other requested documentation. The value of the Price Proposal shall be determined by summing the total of the following calculation for each Pre -priced Task: Unit Price x quantity x Adjustment Factor, plus the value of all Non-Prepriced Tasks. The Job Order Price shall equal the value of the approved Price Proposal. If the Job Order Proposal is found to be complete and accurate, the City may issue a Job Order to the Job Order Contractor. A Job Order will reference the Detailed Scope of Work and set forth the Job Order Completion Time and the Job Order Price. The Job Order Contractor will be paid the Job Order Price for completing the Detailed Scope of Work within the Job Order Completion Time. Extra work, credits, and deletions will be contained in a Supplemental Job Order. 2.5 KEY PERSONNEL The Job Order Contractor agrees to provide all key personnel necessary to perform all work, including the individuals who were named in the proposal submitted in response to this Request for Proposals. These key personnel shall remain assigned for the duration of the awarded Job Order Contract, unless otherwise agreed to in writing by the City, which shall not be unreasonably withheld. In the event the Job Order Contractor proposes to substitute any of the key personnel designated in the proposal, the individual(s) proposed must demonstrate similar qualifications and experience as required to successfully perform such duties. The City shall have the sole right to determine whether key personnel proposed as substitutes are qualified to work on the project. The Job Order Contractor and its subcontractors must obtain and maintain, during the Contract Term, all licenses required by state or local laws, codes, regulations or rules. The Job Order Contractor shall, upon request of the City, submit to the City evidence that it and its subcontractors hold the required licenses and that those licenses are current. 2.6 JOB ORDER CONTRACTING PROCESS OVERVIEW • Projects are identified by City departments. • The Job Order Contractor jointly scopes the work with the City. • The Job Order Contractor prepares a Detailed Scope of Work. • The City reviews the scope of work, modifies the scope as applicable and requests a price proposal from the Job Order Contractor. • The Job Order Contractor prepares a Job Order Proposal for the Project including a Price Proposal, Schedule, list of Subcontractors, Sketches or Drawings, and other requested documentation. • If the Job Order Proposal is found to be complete and reasonable, a Job Order may be issued. • A Job Order will reference the Detailed Scope of Work and set forth the completion time and price. The price will be a lump sum, fixed price for the completion of the Detailed Scope of Work. • A separate Job Order will be issued for each Project. Extra work, credits, and deletions will be contained in Supplemental Job Orders. Page 11 of 126 Packet Pg. 81 2.4.a All Job Orders issued prior to the expiration of the Job Order Contract shall be performed and completed as part of such contract. Payments will be made, and the guarantee period will continue after the contract term has expired. All terms and conditions of the Job Order Contract apply to each Job Order. 2.7 COMPLIANCE WITH APPLICABLE CODES, LAWS, AND REGULATIONS The Work shall be conducted by the Job Order Contractor in strict accordance with the Contract Documents and all applicable Federal, State, and City laws, regulations and codes, including, but not limited to: • City of Edmonds Standard Plans, as required per Job Order. • WSDOT Standard Specifications for Road, Bridge, and Municipal Construction, current edition, and all amendments • Manual of Uniform Traffic Control Devices (MUTCD) • Environmental Protection Agency and Washington Department of Ecology Standards • Others, as required 2.8 FEDERAL REGULATIONS At times the City is a recipient of federal funding. When a Job Order is funded with federal funds, the City will attach any grant terms, conditions and special requirements that will be applicable to the Job Order. The Job Order Contractor must abide by all federal terms and conditions in effect for that Job Order. Current Federal clauses are attached for reference 2.9 ADJUSTMENT FACTORS N 0 a 1. Proposers must provide five separate Adjustment Factors. The Adjustment Factors are as a follows: L 0 • Normal Working Hours (General Facilities): Monday thru Friday 7:00 am to 4:00 pm N except City holidays; a • Other Than Normal Working Hours (General Facilities): Monday thru Friday 4:01 pm to 6:59 am and all day Saturday, Sunday and City holidays; • Normal Working Hours (Secured Facilities): Monday thru Friday 7:00 am to E 4:00 pm except City holidays; CU • Other Than Normal Working Hours (Secured Facilities): Monday thru Friday a 4:01 pm to 6:59 am and all day Saturday, Sunday and City holidays; • Non-Prepriced: For Non-Prepriced Work. 2. The Other than Normal Working Hours Adjustment Factors must be equal to or greater than the Normal Working Hours Adjustment Factors. The Non-Prepriced Adjustment Factor must be equal to or greater than 1.0000. 3. For proposal evaluation purposes only, the following work distributions shall be Page 12 of 126 Packet Pg. 82 2.4.a used to determine the Proposal Criteria Figure: Adjustment % Weight Factor (For Evaluation Only) Normal Working Hours 40% (General Facilities) Other than Normal Working 10% Hours General Facilities Normal Working Hours 30% Secured Facilities Other than Normal Working 10% Hours Secured Facilities Non-Prepriced 10% 4. The Construction Task Catalog® is priced at a net value of 1.0000. The price shall be an increase to (e.g., 1.1000) or decrease from (e.g., 0.9500) the Unit Prices listed in the Construction Task Catalog®. Proposers who submit Adjustment Factors other than as listed above may be considered non -responsive and their proposal may be rejected. 5. Material price spike adjustment: For the purpose of this clause, a "major spike" is defined as a spike in a specific material cost of more than 25% above what the cost of that material was on the date the Construction Task Catalog® was issued. In the event a major spike occurs in a specific material cost, the Contractor may submit a request for a price modification to a Unit Price or individual Job Order. In order to initiate such a request, the Contractor shall, a) identify the specific material that has experienced a major spike, b) identify Pre -priced Task(s) or Job Orders that require the material experiencing a major spike, and c) demonstrate that the spike exists by submitting a minimum of three quotes on material supplier letterhead to show that the current price meets the "major spike" definition above. The City, after review of a request, may elect to adjust the Unit Price or Job Order by considering it a NPP item. The adjustment will be for the difference between the material cost at the time the Construction Task Catalog® was issued times the quantity stated in the Job Order. The adjustment will not include any other markup, and the NPP adjustment factor will not apply. The City, at its option, may also determine that a 25% or more decrease in a material cost warrants the same NPP adjustment downward in the Unit Price or a Job Order. 2.10 MANDATORY QUALIFICATIONS 1. Proposers must meet the qualifications described in this section or be subject to disqualification from the RFP process. To be considered responsible to be awarded a Job Order Contract, the Proposer must: (a) At the time of proposal submittal, have a certificate of registration in compliance with Chapter Page 13 of 126 Packet Pg. 83 2.4.a 18.27 RCW; (b) Have a current state Unified Business Identifier (UBI) number; (c) If applicable, have Industrial Insurance coverage for the Proposer's employees working in Washington as required in Title 51 RCW; an Employment Security Department number as required in Title 50 RCW; and a Washington State Department of Revenue state excise tax registration number as required in Title 82 RCW; (d) Not be disqualified from bidding on any public works contract under RCW 39.06.010 or 39.12.065(3); (e) For public works projects subject to the apprenticeship utilization requirements in RCW 39.04.320, not have been found out of compliance by the Washington State Apprenticeship and Training Council for working apprentices out of ratio, without appropriate supervision, or outside their approved work processes as outlined in their standards of apprenticeship under Chapter 49.40 RCW for the one-year period immediately preceding the date of the RFP; and (f) Have received training from the Washington State Department of Labor & Industries or a training provider approved by the Department on the requirements related to public works and prevailing wages under Chapter 39.04 RCW and Chapter 39.12 RCW unless the Proposer has completed three (3) or more public works projects and has had a valid business license in Washington for three (3) or more years, and (g) Within the three-year period immediately preceding the date of the RFP, not have been determined by a final and binding citation and notice of assessment issued by the Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082, any provision of Chapter 49.46, 49.48, or 49.52 RCW. 2. Subcontractor Responsibility: The Awarded Job Order Contractor shall include the language of this Section 1 in each of its first tier subcontracts and shall require each of its subcontractors to include the same language in each of their subcontracts, adjusting only as necessary the terms used for the contracting parties. The requirements of this section apply to all subcontractors regardless of tier. At the time of subcontract execution, the Awarded Job Order Contractor shall verify that each of its first -tier subcontractors meets the following bidder responsibility criteria: a. At the time of bid submittal, have a current certification of registration in compliance with Chapter 18.27 RCW. b. Have a current Washington State Unified Business Identifier (UBI) number. c. Not be disqualified from bidding on any public works contract under RCW 39.06.010 or 39.12.065(3). d. If applicable: i. Have Industrial Insurance (Workers' Compensation) coverage for the subcontractor's employees working in Washington State, as required in Title 51 RCW; ii. Have a Washington State Employment Security Department number, as required in Title 50 RCW; and iii. Have a Washington State Department of Revenue state excise tax registration number, as required in Title 82 RCW. Page 14 of 126 Packet Pg. 84 2.4.a e. Have an electrical contractor license, if required by Chapter 19.28 RCW. f. Have an elevator contractor license, if required by Chapter 70.87 RCW. 2.11 PREVAILING WAGE COMPLIANCE Job Order Contractors shall pay prevailing wages for all work that would otherwise be subject to the requirements of Chapter 39.12 RCW. Prevailing wages for all work performed pursuant to each Job Order must be the rates in effect at the time the individual Job Order is issued. Some Job Orders may be funded through federally programs. For these Job Orders, Job Order Contractors shall be compliant with the Davis Bacon Act, Copeland Anti -Kickback Act and all other relevant federal clauses as provided with the Job Order. Contractors must pay prevailing wages or Davis -Bacon wages, whichever is higher. 2.12 INTENTS AND AFFIDAVITS Each Job Order issued will require the submittal of a "Statement of Intent to Pay Prevailing Wages" and an "Affidavit of Wages Paid" that have been approved by the Washington State Department of Labor and Industries by the Job Order Contractor and any subcontractors. 1. The City of Edmonds must have a copy of the approved forms before it will make payment(s) to the Job Order Contractor. 2. The applicable wage rate for the work is the rate in effect on the date the Job Order is issued. 3. Upon contract execution and prior to the performance of Job Orders, the Job Order Contractor must submit to the City a copy of the Statement of Intent to Pay Prevailing Wages as it was filed online with the Washington State Department of Labor and Industries. 2.13 PERFORMANCE AND PAYMENT BONDS A Payment Bond and a Performance Bond for the Job Order Contract are required. Each bond will be in the penal sum no less than $2,000,000. Additionally, a "Letter of Bondability" issued by a surety licensed in the state of Washington demonstrating that the surety will provide bonds to the Job Order Contractor of up to $4,000,000 is required. In the event the parties agree to extend the Base Term, or if the cumulative amount of Work issued and not yet completed and accepted exceeds the bonded amounts, the Job Order Contractor shall deliver new Payment and Performance Bonds or rider(s) as required by the City. Job Order Contractors must use a Performance Bond form and a Payment Bond form acceptable to the City. 2.14 RETAINAGE BOND The City requires each Job Order Contractor to provide a Retainage Bond in the penal sum equal to $100,000. If the cumulative amount of required Retainage under Chapter 60.28 RCW exceeds this amount, the Job Order Contractor shall deliver a rider or a new Retainage Bond as required by the City. The Job Order Contractor must use a Retainage Bond form acceptable to the City. Page 15 of 126 Packet Pg. 85 2.4.a 2.15 OPTION TO EXTEND The parties may mutually elect to extend the Job Order Contract for one (1) additional year, in which case all contract terms and conditions will remain unchanged for the extension year. 2.16 OPTION YEAR PRICE INCREASE See Article 17 of the General Conditions, attached hereto for reference. 2.17 PAYMENT The City will make one (1) payment for all Job Orders that have a Job Order Completion Time of 45 days or less, or a Job Order Price of $25,000 or less. For all other Job Orders, the City may make partial, monthly payments based on a percentage of the work completed. Before submitting an Application for Payment (Final or Partial) the Job Order Contractor shall reach an agreement with the City's Project Manager concerning the percentage complete of the detailed Scope of Work and the dollar value for which the Application for Payment may be submitted. No down payment or advance payment of any kind will be made. Washington State law requires proof that the materials have been furnished, the services rendered, or the labor performed as described before payment may be made. All invoices must list the Job Order number and, along with supporting documents, be submitted to the following email address: City of Edmonds — Engineering Department Attn: JOC Contract Administrator I ddl[aL7] Accounts payable email 2.18 COMPLIANCE WITH OMWBE GOALS AND GOOD FAITH EFFORT Proposers must include in their proposal a good faith effort statement to comply with the Washington State OMWBE inclusion plan. Proposers must also submit their Diverse Business Inclusion Plan. Prior to the first Job Order, the City may approve, in consultation with the OMWBE Office or the equivalent local agency, the Job Order Contractor's Diverse Business inclusion Plan. This plan and tracking system should be reviewed by the JOC Steering Committee, comprised of representatives from both the City and the Job Order Contractor. The Diverse Business Inclusion Plan covers the entire Job Order Contract performance period and is not required at the Job Order level. SECTION 3 — PROPOSAL SUBMITTAL REQUIREMENTS 3.1 Submittal Reauirements The City shall adhere to RCW 39.10.430. Proposals will be evaluated by the following: A. The following documents and qualifications are required and will be evaluated: Minimum Qualifications per Section 4 Page 16 of 126 Packet Pg. 86 2.4.a 2. Form 4.02 Contractor Commitment and Information 3. Responses to Form 4.04 Questionnaire — Sections 1, 2, 3 and 4 4. Form 4.05 Debarment Form 5. Certification of Compliance with Wage Payment Statutes 6. Excluded Parties Listing System Search 7. Form 4.03 Price Sheet (must be included with proposal in a separate sealed envelope only) B. Awarded Job Order Contractor(s) will be requested to provide the following documents as part of the Award package: 1. Signed Contract 2. Performance Bond 3. Payment Bond 4. Retainage Bond 5. Insurance Certificate(s) 6. W-9 7. City of Edmonds Business License 3.2 Content and Format Clearly label the outside of the sealed envelope containing one unbound original proposal and one (1) flash drive in pdf format. Form 4.03 Price Sheet must be included with proposal in an additional separate sealed envelope only. Suggested response format: • Standard 8 1/2" x 11" paper; • Single sided, numbered pages; • Typed with a minimum of 11-point font; • Foldouts containing charts, spreadsheets, exhibits are permissible; • Brochures or other reference documentation may be included separately. SECTION 4 — PROPOSAL EVALUATION PROCESS 4.1 GENERAL All proposals will be reviewed to determine compliance with the requirements as specified in the RFP. Proposals will be evaluated on how well the proposal meets the needs of the City, as described in the Proposer's response to each requirement and the evaluation criteria identified in the RFP. It is important that the responses be clear and complete so that the evaluators can adequately understand all aspects of the proposal. 4.2 CONTRACT AWARD AND EXECUTION A contract award will be made for the proposal(s) that best meets the needs of the City of Edmonds. The award of a Job Order Contract to the successful Proposer(s) will be notice of acceptance. The award of a Job Order Contract will bind the Proposer to furnish the Page 17 of 126 Packet Pg. 87 2.4.a service in accordance with the information herein, responses to questions, the Proposer's proposal, other representations made, as well as all other terms and conditions of the Job Order Contract in its final form. 4.3 EVALUATION CRITERIA A City of Edmonds evaluation panel will review and score proposals in accordance with the requirements stated in this RFP. 1. Preliminary Evaluation of Minimum Qualifications 2. Phase 1: Evaluation of Responses to Questionnaire 4.04 3. Phase 2: Evaluation of Adjustment Factor Proposal 4.03 Minimum Qualifications: Preliminary Evaluation: The proposals will be reviewed to ensure the proposal meets the following minimum qualifications. If the minimum qualifications are not satisfied, the proposal will be eliminated from consideration. # Points Description 1 Eligibility Pass/Fail Minimum qualifications: • Registered/Licensed Contractor; • UBI number; • Current Employment Security account; • Current Dept. of Revenue account; • Current Worker's Compensation account • Not be disqualified from bidding on public works contracts Page 18 of 126 Packet Pg. 88 2.4.a Proposals will then be evaluated based on the following weighted criteria and how well the proposal meets the requirements as described in the RFP. Phase 1: Criteria Criteria Points Description 1 Qualifications and 50 Evaluate responses to Relevant Questionnaire 4.04. Experience 2 Technical 75 Evaluate responses to Capability, Questionnaire 4.04. Approach and Capacity 3 Communication and 50 Evaluate responses to Customer Service Questionnaire 4.04. 4 Risk, Performance 25 Evaluate responses to and Quality Questionnaire 4.04. which Assurance includes past performance on similar contracts Total 200 Evaluators will then open the sealed envelopes from the highest scoring firms containing Form 4.03 Price Sheet. Form 4.03 Price Sheet (must be included with proposal in a separate sealed envelope only) Phase 2: Criteria Criteria Points Description 5 Price Proposal 100 Evaluate Proposers' Adjustment Factors to determine fairness and reasonableness, points will be based on the perceived value of the proposal response in relation to the listed scope of work. Page 19 of 126 Packet Pg. 89 2.4.a FORM 4.02 PROPOSER COMMITMENT AND INFORMATION - SUBMITTAL REQUEST FOR PROPOSALS 2022 - TBD JOB ORDER CONTRACTING FOR GENERAL CONSTRUCTION SERVICES Company Name: Company Address: City: State: ZIP: Tax ID #: UBI#: Contractor's License #: State of Washington Department of Employment Security # Legal status of organization, i.e., corporation, partnership, sole proprietorship. Contact Name (if different from Authorizing Official): Contact Title: Contact Email: Contact Direct Phone: Contact Address (If different from above): City: State: ZIP: By responding to this RFP, the Proposer understands and agrees to be bound by all requirements and contract terms and conditions contained in this RFP. By signing this form, the Proposer acknowledges receipt and understanding of any and all addenda issued for this RFP. This form, signed by an individual authorized to legally commit the Proposer, shall be submitted as the cover page. The Proposer also certifies that: • 1 am authorized to commit my company to this proposal and that the information herein is valid for 120 days from this date. • That all information presented herein is accurate and complete and that the scope of work can be performed as presented in this proposal upon the City's request. • That I have had an opportunity to ask questions regarding this proposal and that those questions have been answered • That this proposal response is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting an offer for this proposal and is in all respects fair and without collusion or fraud. Authorizing Official Name: Authorizing Official Email: Authorizing Official Signature: Authorizing Official Title: Authorizing Official Phone: Page 20 of 126 Packet Pg. 90 2.4.a FORM 4.03 PRICE SHEET - SUBMITTAL REQUEST FOR PROPOSAL 2022 - TBD JOB ORDER CONTRACTING FOR GENERAL CONSTRUCTION SERVICES Proposer Name: This form must be included with proposal in a separate sealed envelope Specify all Adjustment Factors to (4) decimal places. Use conventional rounding methodology (i.e., if the number in the 5th decimal place is 0-4, the number in the 4th decimal remains unchanged; if the number in the 5th decimal place is 5-9, the number in the 4th decimal is rounded upward). If any of the Adjustment Factors are not specified to the 4th decimal, the remaining decimals will be considered to be zero. The Other Than Normal Working Hours Adjustment Factor must be greater than or equal to the Normal Working Hours Adjustment Factor. The Non-Prepriced Task Adjustment Factor must be greater than or equal to 1.0000. The City reserves the right to make arithmetic corrections, if any. In the event of discrepancy between th Adjustment Factors and the calculation of the Proposal Criteria Figure, the individual Adjustment Factor; in the column titled "Proposed Adjustment Factors" will prevail and will be used to calculate the Proposal Criteria Figure. When submitting Job Order Price Proposals related to specific Job Orders, the Job Order Contractor must utilize one or more of the Adjustment Factors applicable to the Work being performed. Having carefully examined the contract documents prepared by the City of Edmonds and having familiarized ourselves with the JOC procurement system and procedure for ordering work, the undersigned proposes to perform the Tasks required by each individual Job Order using the following Adjustment Factors: Proposed X Adjustment Factor Name Adjustment Factor Multiplier = Total 1 Normal Working Hours (General X 0.40 = Facilities 2' Other Than Normal Working Hours 0.10 = General Facilities)X 3 Normal Working Hours (Secured X 0.30 = Facilities 4' Other Than Normal Working Hours X 0.10 = (Secured Facilities) 5. Non-Prepriced Work X 0.10 = Add all the Total amounts in the right column. _ The Sum of these Total amounts is the Proposal Criteria Figure. Note: The weighted percentages (x multiplier) are for the purpose of calculating the Proposal Criteria Figure only. No assurances are made by the City that Work will be ordered under the Contract in a distribution consistent with the weighted percentages. The Proposal Criteria Figure is only used for the purpose of determining the lowest proposed price. It is not used to prepare Price Proposals. When preparing Price Proposals, the Job Order Contractor shall use one or more of the Adjustment Factors written above. Page 21 of 126 Packet Pg. 91 2.4.a FORM 4.04 QUESTIONNAIRE Proposers shall complete this "Questionnaire" providing the information in the same order requested below. Proposers may emphasize in their narrative any areas of their proposal that they believe exceed the City's requirements. Qualifications and Relevant Experience A. Briefly describe your company. Include: • how long the company has been in the business under the current name; • approximate volume of annual work; • an estimated percentage of work that is subcontracted; • percentage of work that is general contracting; • percentage of work that is Job Order Contracting; and • total number of staff dedicated to Job Order Contracting contracts. B. Describe the qualifications of your company, its business experience and achievements. C. Who are you proposing to be the project manager, superintendent and contract coordinator if awarded this contract? What is their experience with job order contracting? What are their years of experience, years in industry, years with the company, year(s) of applicable licenses, etc. Provide a list of three (3) major projects that person has been involved in and their role. D. Provide names, tenure, roles, and responsibilities for other key team members E. What is your staff turnover rate annually for the past five (5) years? F. Describe your company's prior subcontracting experience and ability to manage multiple subcontractors working on multiple project sites simultaneously. G. What characteristics most distinguish your company from your competitors? 2. Technical Capability, Approach, and Capacity A. What is your approach to managing multiple subcontractors? Describe your execution, management, and control of a sample Job Order project. B. Describe how your company will select subcontractors and the basis for such selection. C. Describe your company's quality assurance and inspection policy. D. Provide your company's minority and women's business enterprises business plan. Identify, in specific detail, how the company will maximize participation of certified women and minority business enterprises under this Job Order Contract. E. Provide your company's local business utilization plan. Identify, in specific detail, how the company will maximize participation of local businesses under this Job Order Contract. Local businesses are considered those businesses located in the City of Edmonds. Page 22 of 126 Packet Pg. 92 2.4.a F. Describe your approach to subcontracting versus self -performing the work with your own forces. Identify the types of work the Proposer intends on self - performing. G. What is your availability for this Project? Please include a statement of other work currently under way or anticipated to be in progress during the time frame of this Project and show how you intend to schedule projects, so this Project is accomplished as well. H. Describe your process to ensure compliance with Washington State laws and regulations. 3. Communication and Customer Services A. How will your project manager communicate with the City of Edmonds' project manager in all phases of the Job Order Contract? (How often are status reports provided)? B. Describe your company's policy for correcting defective workmanship. C. Describe your company's approach to achieving Customer Satisfaction. D. Where is your company's office located and what are your customer service hours? 4. Risk, Performance, and Quality Assurance A. Provide a list of current and past Job Order Contracts. Priority should be on providing current and active contracts within the past five (5) years that demonstrate successful contract performance. Include the following for each reference: a. Entity name and full address; b. Point of contact name, title, e-mail address, and phone number; c. Contract title, number, start and completion dates; d. Describe the job orders, clearly indicating the scope of work for which you were responsible. Detailed project information and/or pictures are not required but may be submitted at the Proposer's discretion. Submit projects that have achieved final acceptance after January 1, 2018. e. Describe any problems or major issues encountered during the projects listed and what was done to resolve it. B. Have you defaulted on any contracts within the past three (3) years or failed to meet contract terms? If so, describe. Page 23 of 126 Packet Pg. 93 2.4.a FORM 4.05 CERTIFICATE OF NON -DEBARMENT / SUSPENSION - SUBMITTAL CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION LOWER TIER COVERED TRANSACTIONS The Lower Tier Participant (Applicant for a third -party subcontract or subgrant under a federally funded project), , hereinafter referred to as Contractor, certifies, by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency. Where the Contractor is unable to certify to any of the statements in this certification, such Contractor shall attach an explanation to this submittal. The Contractor, , certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification and understands that the provisions of 31 U.S.C. Section 3801 et sea. are applicable thereto. Signature of Authorized Official Title of Authorized Official Date THIS FORM SHALL BE COMPLETED AND RETURNED BY THE PRIME CONTRACTOR WITH THEIR ORIGINAL PROPOSAL PACKAGE Page 24 of 126 Packet Pg. 94 2.4.a CERTIFICATION OF COMPLIANCE WITH WAGE PAYMENT STATUTES SUBMITTAL The Proposer hereby certifies that, within the three-year period immediately preceding the RFP date ( ), the Proposer is not a "willful" violator, as defined in RCW 49.48.082, of any provision of chapters 49.46, 49.48, or 49.52 RCW, as determined by a final and binding citation and notice of assessment issued by the Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction. I certify under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct. Proposer's Business Name: Signature of Authorized Official*: Printed Name: Title Date: Check One: Sole Proprietorship ❑ City: State: Partnership ❑ Joint Venture ❑ Corporation ❑ State of Incorporation, or if not a corporation, State where business entity was formed: If a co -partnership, give firm name under which business is transacted: * If a corporation, proposal must be executed in the corporate name by the president or vice-president (or any other corporate officer accompanied by evidence of authority to sign). If a co- partnership, proposal must be executed by a partner. Page 25 of 126 Packet Pg. 95 2.4.a CITY OF EDMONDS, WASHINGTON JOB ORDER CONTRACT THIS JOB ORDER CONTRACT (hereinafter "the Contract") is entered into by and between the City of Edmonds (hereinafter " the City") and [Insert Contractor's Name] (hereinafter "the Contractor"). The City and the Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: SECTION 1 - WORK The Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: The Work of this Contract will be set forth in each Detailed Scope of Work referenced in the individual Job Orders. The Contractor is required to complete each Detailed Scope of Work for the Job Order Price within the Job Order Completion Time. The value of the Job Order Price Proposal shall be calculated by summing the total of the calculation for each Pre -priced Task (Unit Price x quantity x Adjustment Factor) plus the value of all Non-Prepriced Tasks. SECTION 2 — CITY REPRESENTATIVES 2.1 Project Manager: The City will appoint a Project Manager for each Job Order, who shall be the City's representative, assume all duties and responsibilities and have the rights and authority assigned to the Project Manager in the Contract Documents in connection with completion of the Work in accordance with the Job Order and the Contract Documents. 2.2 Contract Administrator: The JOC Contract Administrator is designated by the City to manage the Job Order Contracting program for the City. The Contract Administrator will oversee the execution of the program on behalf of the City and will provide overall guidance to the Project Managers and Contractor(s) in the execution of Job Orders. The Contract Administrator shall intervene in disputes or disagreements between the Project Manager and the Contractor. The Contract Administrator also may exercise any authority granted to Project Managers under the Contract Documents with respect to any Job Order at any time. SECTION 3 - CONTRACT TIME 3.1 The Base Term of the Contract is two (2) years. 3.2 There is one (1) bilateral Option Term. Both parties must agree to extend the Contract for the Option Term. The duration of the Option Term is one year. 3.3 The City and the Contractor may agree to extend the Option Term. Page 26 of 126 Packet Pg. 96 2.4.a 3.4 All Job Orders issued during the term of this Contract shall be valid and in effect notwithstanding that the Detailed Scope of Work may be performed, payments may be made, and/or the guarantee period may continue after the Contract term has expired. All terms and conditions of the Contract apply to each Job Order. 3.5 The Contractor shall commence work upon issuance of a Job Order and shall complete the Detailed Scope of Work for the Job Order Price within the Job Order Completion Time. SECTION 4 - CONTRACT PRICE 4.1 The City shall pay the Contractor for completion of each Detailed Scope of Work in accordance with the Contract Documents. 4.2 The Contract is an indefinite -quantity contract for general construction work and services. The Minimum Contract Value of Job Orders that the Contractor is guaranteed the opportunity to perform under this Contract is Twenty -Five Thousand Dollars ($25,000). The Estimated Annual Value is two Million Dollars ($2,000,000) for the City's Job Order Contracting Program. The City reserves the right to issue up to the maximum amount specified in RCW 39.10.40 of Four Million Dollars ($4,000,000) per year or such greater amount that may be authorized by statute. The Maximum Contract Value shall not exceed the value set forth in the RCW. 4.3 The Contractor is not guaranteed to receive the Estimated Annual Value. It is merely an estimate. Owner has no obligation to give the Contractor the opportunity to perform Job Orders in excess of the Minimum Contract Value. 4.4 The Contractor shall perform all work required, necessary, proper for or incidental to completing the Detailed Scope of Work called for in each individual Job Order issued pursuant to this Contract for the Unit Prices set forth in the Construction Task Catalog° and the following Adjustment Factors: Normal Working Hours Adjustment Factor (General Facilities) 7:00 am to 4:00 pm Monday through Friday, except for City Holidays: Other Than Normal Working Hours Adjustment Factor (General Facilities) 4:01 pm to 6:59 am Monday through Friday, and all -day Saturday, Sunday and City Holidays: Normal Working Hours Adjustment Factor (Secured Facilities) 7:00 am to 4:00 pm Monday through Friday, except for City Holidays: Other Than Normal Working Hours Adjustment Factor (Secured Facilities) 4:01 pm to 6:59 am Monday through Friday, and all -day Saturday, Sunday and City Holidays: Non-Prepriced Adjustment Factor: Page 27 of 126 Packet Pg. 97 2.4.a SECTION 5 - PAYMENT PROCEDURES The Contractor shall submit Applications for Payment in accordance with Article 12 the General Conditions. Applications for Payment will be processed by the Contract Administrator with approval by the Project Manager as provided in the General Conditions. 5.1 Progress Payments. The City shall make progress payments on account of the Job Order Price on the basis of the Contractor's Invoices as recommended by Project Manager and Contract Administrator in accordance with the General Conditions. All progress payments will be on the basis of the progress of the Work as established in the General Conditions (and in the case of Unit Price Work based on the number of units completed). 5.2.1 Final Payment. Upon final completion and acceptance of the work in accordance with the General Conditions, City shall pay the remainder of the Job Order Price as recommended by Project Manager and Contract Administrator. A Certificate of Completion signed by the Project Manager is required prior to payment of any final invoice(s). 5.2.2 Schedule. As determined by the Project Manager, progress payments shall be made per the Project Payment Schedule. 5.2.3 Separate Contract. Per RCW 39.10.450, for purposes of chapters 39.08, 39.12, 39.76, and 60.28 RCW, each Job Order issued shall be treated as a separate contract. The Contractor will provide the bonds as set forth in the RFP and in the General Conditions on the forms provided by the City. SECTION 6 - INDEMNIFICATION The indemnity and defense obligations in this Section 6 are in addition to any other indemnity and defense obligation elsewhere in the Contract Documents. A. The Contractor will defend and indemnify the City from any and all Claims arising out of, in connection with, or incident to any acts, errors, omissions, or conduct by the Contractor relating to, or arising out of its performance of, this Contract. The Contractor will defend and indemnify the City whether a Claim is asserted directly against the City, or whether a Claim is asserted indirectly against the City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from the City. The amount of insurance obtained by, obtainable by, or required of the Contractor does not in any way limit the Contractor's duty to defend and indemnify the City. The City retains the right to approve Claims investigation and counsel assigned to said Claim and all investigation and legal work regarding said Claim shall be performed under a fiduciary relationship to the City. B. The Contractor's obligations under this Section shall not apply to Claims caused by the sole negligence of the City. If: (1) RCW 4.24.115 applies to a particular Claim; and (2) such Claim is caused by or results from the concurrent negligence of: (a) the Contractor, its employees, subcontractors/subconsultants or agents; and (b) the City, then the Contractor's obligations under this Section 6 shall apply only to the extent allowed by RCW 4.24.115. Page 28 of 126 Packet Pg. 98 2.4.a C. As used in this section: (1) "City" includes the City's officers, employees, agents, and representatives; (2) "Claims" include all losses, claims, demands, expenses (including, but not limited to, attorney's fees and litigation expenses), suits, judgments, or damage, whether threatened, asserted or filed against the City, whether such Claims sound in tort, contract, or any other legal theory, whether such Claims have been reduced to judgment or arbitration award, irrespective of the type of relief sought or demanded (such as money or injunctive relief), and irrespective of the type of damage alleged (such as bodily injury, damage to property, economic loss, general damages, special damages, or punitive damages); and (3) "Contractor" includes the Contractor, its employees, agents, representatives and subcontractors. D. The Contractor waives any right of contribution against the City. It is agreed and mutually negotiated that in any and all claims against the City, its agents or employees, the Contractor, a subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor, or anyone for whose acts any of them may be liable, the defense and indemnification obligations hereunder shall not be limited in any way by any limitation on the amount of damages, compensation, or benefits payable by or for the Contractor or any subcontractor under industrial worker's compensation acts, disability benefit acts, or other employees' benefit acts. The Contractor's and City's signatures hereto indicate specific waiver of the Contractor's industrial insurance immunity in order to fulfill this indemnity. Solely for the purpose of indemnification and defense as provided in this Contract, the Contractor specifically waives any immunity under the State Industrial Insurance Law, Title 51 RCW. The Contractor expressly acknowledges that this waiver of immunity under Title 51 RCW was the subject of mutual negotiation and was specifically entered into pursuant to the provisions of RCW 4.24.115. SECTION 7 - CONTRACTOR'S REPRESENTATIONS The Contractor makes the following representations: 7.1 The Contractor has familiarized itself with the nature and extent of the Contract Documents, Work, locality, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance or furnishing of the Work. 7.2 The Contractor is fully qualified to perform the Work to be performed hereunder in a competent and professional manner. 7.3 The Contractor has given the Project Manager written notice of all conflicts, errors or discrepancies that it has discovered in the Contract Documents and the written resolution thereof by the Project Manager is acceptable to the Contractor. SECTION 8 - CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between the City and the Contractor concerning the Work consist of the following: 8.1 This Contract and its exhibits, if any. In a Federally Funded Job Order (as defined in the General Conditions) this Contract includes the applicable current Federal Contract Clauses, which the City will specifically designate in the Job Order. These Federal Contract Clauses are only applicable to that specific Federally Funded Job Order and have no force or effect with respect to any other Job Order. A Federally Funded Job Order may also include one - Page 29 of 126 Packet Pg. 99 2.4.a time changes to the Contract Documents specifically for that Job Order signed for the City by the Contract Administrator as necessary to coordinate the requirements of the applicable Federal Contract Clauses with the requirements of the Contract Documents. 8.2 General Conditions, attached hereto and incorporated by reference. 8.3 Supplementary Conditions, attached hereto and incorporated by reference. 8.4 The RFP and all addenda, incorporated by reference. 8.5 Contractor's Proposal, incorporated by reference. If there is inconsistency between any provision of the Contractor's Proposal and any other Contract Document, then the provision imposing the more stringent requirement on the Contractor will control. 8.6 The Construction Task Catalog® and Technical Specifications, incorporated by reference 8.7 All Job Orders and related documents, including but not limited to, the Detailed Scope of Work with Drawings and/or Specifications, Request for Proposal, Price Proposal, Job Order Proposal, Notice to Proceed, submittals, record documents, and all required close-out documentation and warranties, incorporated by reference. If there is inconsistency between any provision of the documents listed in this Section 8.7 and any other Contract Document, then the provision imposing the more stringent requirement on the Contractor will control. There are no Contract Documents other than those listed above in this Section 8. The Contract Documents may only be amended, modified or supplemented as provided in the General Conditions or Supplementary Conditions. All Contract Documents are essential parts of the Contract, and a requirement occurring in one is as binding as though occurring in all. In cases of conflict in the requirements and provisions as set out by the Contract Documents, the specifications, or the drawings, such conflict shall be reconciled by the order of precedence in the order the Contract Documents are set forth above. Additionally, in the event of conflicting provisions within the Job Order Contract, the following order of precedence with item (a) representing the highest precedence for resolution of the conflict shall apply: a) Contract Modifications (later takes precedence over earlier) b) Job Order Contract c) Addenda (later takes precedence over earlier) d) Job Orders (including Detailed Scopes of Work, Job Order Proposals, and any Supplemental Job Orders) e) Request for Proposals f) General Terms and Conditions g) Special and Supplementary Conditions (when provided) h) The Construction Task Catalog© i) Gordian Technical Specifications Any modification of any Contract Document listed in sections 8.1 to 8.6 above requires an amendment executed by an authorized representative of the City and by an authorized representative of the Contractor. Changes to Contract Documents listed under Section 8.7 may be Page 30 of 126 Packet Pg. 100 2.4.a executed by an authorized representative of the Contractor and by the Project Manager or the Contract Administrator for the City. SECTION 9 — PREVAILING WAGES Contractor shall comply with all state and federal laws relating to the employment of labor and wage rates to be paid. The Contractor will be required to file prevailing wage intents and affidavits with the Washington State Department of Labor & Industries for each Job Order. A Federally - Funded Job Order may specify the Davis -Bacon Act and Copeland Anti -Kickback Act, in which case the Contractor shall comply with these requirements. The Contractor will pay Washington state prevailing wages or Davis -Bacon wages, whichever is higher. SECTION 10 - MISCELLANEOUS 10.1 Terms used in this Contract which are defined in Article 1 of the General Conditions will have the meanings indicated in the General Conditions. 10.2 No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 10.3 City and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents. 10.4 This Contract is governed by the laws of the State of Washington, without regard to the principles of conflict of laws. Any action or suit brought in connection with this Contract shall be exclusively brought in the Superior Court of King County, Washington. 10.5 Force Majeure: Neither party shall be liable to the other or deemed in breach or default for any failure or delay in performance under this Contract during the time and to the extent its performance is prevented by reasons of Force Majeure. For the purposes of this Contract, Force Majeure means an occurrence that is beyond the reasonable control of and without fault or negligence of the party claiming force majeure and which, by exercise of due diligence of such party, could not have been prevented or overcome. Force Majeure shall include natural disasters, including fire, flood, earthquake, windstorm, avalanche, mudslide, and other similar events; acts of war or civil unrest when an emergency has been declared by appropriate governmental officials; acts of civil or military authority; freight embargoes; epidemics; quarantine restrictions; labor strikes; boycotts; terrorist acts; riots; insurrections; explosions; and nuclear accidents. A party claiming suspension or termination of its obligations due to force majeure shall give the other party prompt written notice, but no more than two (2) working days after the event, of the impediment and its effect on the ability to perform; failure to provide such notice shall preclude recovery under this provision. 10.6 Nondiscrimination: In hiring or employment made possible or resulting from this Contract, Page 31 of 126 Packet Pg. 101 2.4.a there shall be no unlawful discrimination against any employee or applicant for employment because of sex, age (except minimum age and retirement provisions), race, color, creed, national origin, citizenship or immigration status (except if authorized by federal or state law, regulation, or government contract), marital status, sexual orientation, honorably discharged veteran or military status, the presence of any sensory, mental, or physical handicap or the use of a trained dog guide or service animal by a person with a disability, unless based upon a bona fide occupational qualification. This requirement shall apply to but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. No person shall be denied or subjected to discrimination in receipt or the benefit of any services or activities made possible by or resulting from this Contract on the grounds of sex, race, color, creed, national origin, age (except minimum age and retirement provisions), citizenship or immigration status (except if authorized by federal or state law, regulation, or government contract), marital status, sexual orientation, honorably discharged veteran or military status, the presence of any sensory, mental or physical handicap, or the use of a trained dog guide or service animal by a person with a disability. 10.7 Integration: The agreement between the parties shall consist of this Contract and its Appendices 1 & 2, the Request for Proposals, including the Scope of Work and Proposal form, and all Supplementary Conditions. These writings constitute the entire agreement of the parties and shall not be amended except by a writing executed by both parties. In the event of any conflict between this written Contract and any provision in the Contract Documents, the order of precedence shall apply. 10.8 This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by the Contractor to any other person or entity without the prior written consent of the City, which consent will not be unreasonably withheld. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of the Contractor as stated herein. 10.9 Counterpart Originals: This Contract maybe executed in any number of counterpart originals, each of which shall be deemed to constitute an original Contract, and all of which shall constitute one Contract. The execution of one counterpart by a Party shall have the same force and effect as if that Party had signed all other counterparts. a Page 32 of 126 Packet Pg. 102 2.4.a IN WITNESS WHEREOF, the City and the Contractor have signed this Contract. This Contract is effective as of the date of the last person to sign it, and may be executed in multiple counterparts, each of which shall be deemed an original. CITY OF EDMONDS, WASHINGTON Mike Nelson, Mayor Date: kTTEST/AUTHENT ICATED: Scott Passey, City Clerk Date: APPROVED AS TO FORM: of the City Attorney CONTRACTOR [Contractor's Complete Legal Name] By: Typed/Printed Name: Its (Title): Date: Page 33 of 126 Packet Pg. 103 2.4.a PERFORMANCE BOND Bond No.: The City of Edmonds has awarded to (Principal), a contract for the construction of the project designated as , (Contract), and said Principal is required to furnish a bond for performance of all obligations under the Contract. The Principal, and (Surety), a corporation organized under the laws of the State of and licensed to do business in the State of Washington as surety and named in the current list of "Surety Companies Acceptable in Federal Bonds" as published in the Federal Register by the Audit Staff Bureau of Accounts, U.S. Treasury Dept., are jointly and severally held and firmly bound to the City of Edmonds in the sum of Two Million US Dollars ($2,000,000.00), subject to the provisions herein. This statutory performance bond shall become null and void, if and when the Principal, its heirs, executors, administrators, successors, or assigns shall well and faithfully perform all of the Principal's obligations under the Contract and fulfill all the terms and conditions of all duly authorized modifications, additions, and changes to said Contract that may hereafter be made, at the time and in the manner therein specified; and if such performance obligations have not been fulfilled, this bond shall remain in full force and effect. The Surety for value received agrees that no change, extension of time, alteration or addition to the terms of the Contract, the specifications accompanying the Contract, or to the work to be performed under the Contract shall in any way affect its obligation on this bond, and waives notice of any change, extension of time, alteration or addition to the terms of the Contract or the work performed. The Surety agrees that modifications and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond may be executed in two (2) original counterparts, and shall be signed by the parties' duly authorized officers. This bond will only be accepted if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the surety. PRINCIPAL SURETY Printed Name: Title Printed Name: Title: Name, address, and telephone number of local office/agent of Surety is: APPROVED AS TO FORM: Office of the City Attorney Date: Page 34 of 126 Packet Pg. 104 2.4.a PAYMENT BOND Bond No. The City of Edmonds has awarded to (Principal), a contract for the construction of the project designated as (Contract), and said Principal is required under the terms of that Contract to furnish a payment bond in accord with Title 39.08 Revised Code of Washington (RCW) and (where applicable) 60.28 RCW. The Principal, and (Surety), a corporation organized under the laws of the State of and licensed to do business in the State of Washington as surety and named in the current list of "Surety Companies Acceptable in Federal Bonds" as published in the Federal Register by the Audit Staff Bureau of Accounts, U.S. Treasury Dept., are jointly and severally held and firmly bound to the City of Edmonds in the sum of Two Million US Dollars ($2,000,000.00), subject to the provisions herein. This statutory payment bond shall become null and void, if and when the Principal, its heirs, executors, administrators, successors, or assigns shall pay all persons in accordance with RCW Titles 39.08 and 39.12 including all workers, laborers, mechanics, subcontractors, and material suppliers, and all persons who shall supply such contractor or subcontractor with provisions and supplies for the carrying on of such work and shall pay the taxes, increases, and penalties incurred on the project; and if such payment obligations have not been fulfilled, this bond shall remain in full force and effect. The Surety for value received agrees that no change, extension of time, alteration or addition to the terms of the Contract, the specifications accompanying the Contract, or to the work to be performed under the Contract shall in any way affect its obligation on this bond, except as provided herein, and waives notice of any change, extension of time, alteration or addition to the terms of the Contract or the work performed. The Surety agrees that modifications and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond may be executed in two (2) original counterparts, and shall be signed by the parties' duly authorized officers This bond will only be accepted if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the surety. PRINCIPAL SURETY Printed Name: Title Printed Name: Title: Name, address, and telephone number of local office/agent of Surety is: APPROVED AS TO FORM: Office of the City Attorney Page 35 of 126 Packet Pg. 105 2.4.a RETAINAGE BOND Bond No. KNOW ALL MEN BY THESE PRESENTS, that , a corporation organized under the laws of the State of and registered to do business in the State of Washington as a contractor, as Principal, and , a corporation organized under the laws of the State of and registered to transact business in the in the State of Washington as surety, as Surety, their heirs, executors, administrators, successors and assigns, are jointly and severally held and bound to the City of Edmonds, Washington, hereinafter called "City", and are similarly held and bound unto the beneficiaries of the trust fund created by RCW Chapter 60.28, in the sum of and /100's Dollars ($ ) the payment of which, well and truly to be paid, we bind ourselves, our heirs, executors and successors, jointly and severally, formally by these presents. THE CONDITIONS OF THE ABOVE OBLIGATION ARE THAT: WHEREAS, on the Principal executed a contract (the "Contract") with the City known as: Project Name: RFP TBD[aL81l[SEC91 JOB ORDER CONTRACTING FOR GENERAL CONSTRUCTION SERVICES And, WHEREAS, said Contract and RCW Chapter 60.28 require the City to withhold certain funds from monies earned by the Principal during the progress of the construction, hereinafter referred to as "earned retained funds"; and WHEREAS, the Principal requested that the City release the earned retained funds, as allowed under Chapter 60.28 RCW; NOW, THEREFORE, the condition of this obligation is such that the Surety is held and bound to the City to indemnify, defend and hold the City harmless from any and all loss, costs or damages that the City may sustain by reason of release of said earned retained funds to the Principal, then this obligation to be null and void, otherwise to remain in full force and effect. PROVIDED, HOWEVER, it is expressly understood and agreed that: 1. Any suit or action under this bond must be instituted within the time period provided by applicable law. The bond shall be subject to all claims and liens provided for by law or Contract against the earned retained funds and in the same manner and priority as set forth for retained percentages in Chapter 60.28 RCW and the Contract. Page 36 of 126 Packet Pg. 106 2.4.a 2. The Surety hereby consents to and waives notice of any extension in the time for performance of the Contract, assignment of obligations under the Contract, or Contract alteration, termination, amendment or change order. 3. Until written release of this obligation by the City, this bond may not be terminated or canceled by the Principal or Surety for any reason. Any extension of time for the Principal's performance on the Contract, assignment of obligations under the Contract, or Contract alteration, amendment or change order shall not release the Surety from its obligation under this bond. 4. Chapter 60.28 RCW authorizes the City to substitute a retainage bond in lieu of earned retained funds and the Surety hereby waives any defense that this bond is void or otherwise not authorized by law. 5. Any claim or suit against the City to foreclose the liens provided for by Chapter 60.28 RCW shall be effective against the Principal and the Surety and any judgment under Chapter60.28 against the City shall be conclusive against the Principal and the Surety. 6. The laws of the State of Washington shall apply to the determination of the rights and obligations of the parties hereunder. Venue for any dispute or claim hereunder shall be the state courts of Washington in Snohomish County, Washington. SIGNED AND SEALED THIS Principal By Typed/Printed Name: Its Surety Typed/Printed Name: Attorney -in -Fact 20 Page 37 of 126 Packet Pg. 107 2.4.a SECTION 5 - GENERAL CONDITIONS ARTICLE 1 DEFINITIONS...........................................................................................................................37 1.1 Definition of Terms..........................................................................................................................37 1.1.1 JOC Specific Definition of Terms....................................................................................................42 1.2 Definitions/Abbreviations.......................................................................................................................44 ARTICLE PRELIMINARY MATTERS.................................................................................................46 2.1 City Operations...............................................................................................................................46 2.2 Starting the Job Order (Notice to Proceed).....................................................................................46 2.3 Job Order Completion Time............................................................................................................46 2.4 Extension of Time...........................................................................................................................47 2.5 Before Starting Work.......................................................................................................................47 2.6 Preconstruction Conference...........................................................................................................48 ARTICLE 3 CONTRACT DOCUMENTS: INTENT, CORRELATION, EXECUTION OF AND OWNERSHIP OF CONTRACTDOCUMENTS.........................................................................................................................49 3.1 Intent...................................................................................................................................................... 49 3.2 Correlation of the Contract Documents...........................................................................................49 3.3 No Warranties by the City...............................................................................................................50 ARTICLE 4 PHYSICAL CONDITIONS AND REFERENCE POINTS....................................................51 4.1 Unforeseen Physical Conditions.....................................................................................................51 ARTICLE 5 BONDS AND INSURANCE...............................................................................................52 5.1 Performance Bond..........................................................................................................................52 5.2 Payment Bond................................................................................................................................52 5.3 Contractor's Liability Insurance.......................................................................................................53 5.4 Contractor Pollution Liability............................................................................................................55 ARTICLE 6 CONTRACTOR'S RESPONSIBILITIES..............................................................................56 6.1 Examination of the Site of Work and Detailed Scope of Work........................................................56 6.2 Error, Inconsistency, Omission or Variance in the Contract Documents.........................................56 6.3 Supervision............................................................................................................................................56 6.4 Labor, Materials, and Equipment....................................................................................................57 6.5 Equivalent Materials and Equipment, "or Equal".............................................................................58 6.6 Disposal of Demolished Materials...................................................................................................58 6.7 Subcontractors and Sub-Subcontractors........................................................................................59 6.8 Patent Fees and Royalties..............................................................................................................60 6.9 Laws and Regulations.....................................................................................................................61 6.10 Taxes.....................................................................................................................................................61 6.11 Use of Premises..............................................................................................................................61 6.12 Record Documents.........................................................................................................................62 6.13 Safety and Protection......................................................................................................................62 6.14 Emergencies..........................................................................................................................................63 6.15 Shop Drawings and Samples..........................................................................................................63 6.16 Continuing the Work.......................................................................................................................64 6.17 Warranties............................................................................................................................................. 64 6.19 Progress Schedule..........................................................................................................................64 6.20 On -Site Documents.........................................................................................................................65 6.21 Working Drawings, Product Data, Samples, and Other Submittals................................................66 6.22 Cutting, Fitting and Patching of Work..............................................................................................67 Page 38 of 126 Packet Pg. 108 2.4.a 6.23 Inspection of the Work....................................................................................................................67 6.24 Uncovering of Work........................................................................................................................67 6.25 Correction of Work..........................................................................................................................68 6.26 Responsibility for Work...................................................................................................................69 6.27 Hazardous Materials.......................................................................................................................69 6.28 Clean-up................................................................................................................................................70 6.29 Protection of Work During Suspension...........................................................................................70 6.30 Notice and Detailed Breakdown of Claim........................................................................................71 6.32 Prerequisite to Suit..........................................................................................................................71 6.33 Indemnification...................................................................................................................................... 71 ARTICLE 7 ADDITIONAL WORK AND WORK BY OTHERS............................................................. 73 7.1 Additional Work...............................................................................................................................73 ARTICLE 8 CITY'S RESPONSIBILITIES 74 8.1 Authority of the Project Manager.....................................................................................................74 p 8.2 Administration of the Contract.........................................................................................................74 -0 8.3 City's Right to Carry Out Other Work..............................................................................................75 8.4 Officers and Employees of the City Have No Personal Liability......................................................75 8.5 Gratuities............................................................................................................................................... 75 0 8.6 Service of Notices on the Contractor..............................................................................................75 a 0 L ARTICLE 9 PROJECT MANAGER'S STATUS DURING WORK ........................................................ 77 L ° 9.1 City's Representative......................................................................................................................77 v 9.2 Clarifications and Interpretations.....................................................................................................77 9.3 Rejecting Defective Work................................................................................................................77 9.5 Decisions on Disagreements..........................................................................................................77 9.6 Limitations on Project Manager's Responsibilities......................................................................... 78 N 9.8 Requests for Instruction................................................................................................................. 78 L a� ARTICLE 10 CHANGES IN THE WORK.................................................................................................80 Q 10.1 Changes to Contract Documents....................................................................................................80 10.2 Change Order and Supplemental Job Order..................................................................................80 N 0 10.3 Job Order Price...............................................................................................................................81 0 10.4 Job Order Completion Time........................................................................................................... 81 a L 0 ARTICLE 11 WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR N ACCEPTANCE OF DEFECTIVE WORK.....................................................................................................83 11.1 Warranty and Guarantee................................................................................................................83 11.2 Access to Work...............................................................................................................................83 11.3 Tests and Inspections.....................................................................................................................83 11.4 City May Stop the Work ..................... 11.5 Correction or Removal of Defective Work.......................................................................................84 11.6 Acceptance of Defective Work........................................................................................................84 CU 11.7 City May Correct Defective Work................................................................................................... 84 Q ARTICLE 12 PAYMENTS TO CONTRACTOR AND COMPLETION ................................................. 12.1 Application for Progress Payment.............................................................................................. 12.2 Contractor's Warranty of Title..................................................................................................... 12.3 Review of Applications for Progress Payment........................................................................... 12.4 Substantial Completion.............................................................................................................. 12.5 Partial Utilization........................................................................................................................ 12.6 Final Inspection.......................................................................................................................... 86 86 86 86 87 87 88 Page 39 of 126 Packet Pg. 109 2.4.a 12.7 Final Application for Payment.........................................................................................................88 12.8 Final Payment and Acceptance......................................................................................................89 12.9 Contractor's Continuing Obligation..................................................................................................89 12.10 Waiver of Claims.............................................................................................................................89 ARTICLE 13 SUSPENSION OF WORK AND TERMINATION.............................................................. 90 13.1 Suspend the Work..........................................................................................................................90 13.2 City May Terminate.........................................................................................................................90 13.3 Termination for Convenience.......................................................................................................... 91 13.4 Minimum Contract Value Not Achieved........................................................................................... 91 13.5 Contractor may Stop Work or Terminate........................................................................................ 91 ARTICLE 15 MISCELLANEOUS..................................................................................................................92 15.1 General Requirements....................................................................................................................92 15.2 Giving Notice...................................................................................................................................92 15.3 Computation of Time.......................................................................................................................92 15.4 Non-Discrimination................................................................................................................................92 ARTICLE 16 JOC PROCEDURE FOR ORDERING WORK.................................................................. 93 16.1 Initiation of a Job Order...................................................................................................................93 16.2 Preparation of the Price Proposal...................................................................................................93 16.3 Review of the Job Order Proposal and Issuance of the Job order..................................................96 ARTICLE 17 ENR CCI ADJUSTMENT OF THE ADJUSTMENT FACTORS.........................................97 ARTICLE 18 SOFTWARE, JOC SYSTEM LICENSE, AND COOPERATIVE PURCHASING ...............99 18.1 JOC System License.......................................................................................................................99 18.2 Cooperative Purchasing..................................................................................................................99 ARTICLE 19 COMPLIANCE WITH THE JOC RCW REQUIREMENTS ..................... 19.1 Contractor's Responsibility.................................................................................. 19.2 Maximum Job Order Value................................................................................. 19.3 Adjustment Factors and Construction Task Catalog® ......................................... 19.4 Prevailing Wage Rates to be Paid....................................................................... 19.5 Executed OMWBE Plan...................................................................................... 19.6 Subcontracting.......................................................................................................... 19.7 Public Records.................................................................................................... 19.8 Audits and Retention of Records........................................................................ 19.9 Public Notice Requirements................................................................................ 19.10 Public Inspection of Certain Records -Protection of Trade Secrets ..................... .......................100 .......................100 .......................100 .......................100 ....................... 100 ....................... 101 ........................ 101 ....................... 101 ....................... 101 ........................104 ....................... 104 Page 40 of 126 Packet Pg. 110 2.4.a ARTICLE 1 DEFINITIONS 1.1 Definition of Terms: Wherever used in these General Conditions or in the other Contract Documents, the following terms have the meanings indicated which are applicable to both the singular and plural thereof. Acceptance The official act of the City, Contract Administrator, or Project Manager as described in Article 12. Addenda Written or graphic instruments issued prior to the submittal of Contractor Proposals which clarify, correct or change the Proposal documents or the Contract Documents Contract (or Job The written agreement between the City and the Contractor. Order Contract) The form accepted by Project Manager which is to be used by Application for Contractor in requesting progress or final payment and which is Payment to include such supporting documentation as is required by the Contract Documents. Bonds Performance and payment bonds and other instruments of security. Contract The authorized representative of the City who is assigned Administrator immediate charge of the administration of the Job Order Contract. Contract Documents All of the documents constituting the Contract. Contractor The individual, firm, partnership, corporation or combination thereof with whom City has entered into the Contract. City The City of Edmonds. Depending on the context, the term City may also include all of the City's elected officials, officers, employees and other authorized representatives Page 41 of 126 Packet Pg. 111 2.4.a Day Unless otherwise designated in the Contract Documents, a calendar day of twenty-four (24) hours measured from midnight to the next midnight. Defective An adjective which when modifying the word Work refers to Work that is unsatisfactory, faulty or deficient, or does not conform to the Contract Documents or does not meet the requirements of any inspection, test or approval referred to in the Contract Documents, or has been damaged prior to Project Manager's recommendation of final payment. Drawinas The drawings which show the character and scope of the Work to be performed and which have been prepared or approved by Project Manager assigned to the Job order and which are referred to in the Detailed Scope of Work. Effective Date of the The date indicated in the Contract on which it becomes Contract effective, but if no such date is indicated, it means the date on which the Contract is signed and delivered by the last of the two parties to sign and deliver. Federally Funded Job A Job Order designated by the City as federally funded, in Order which case the Job Order includes the Federal Contract Clauses. Federal Contract The current federal contract clauses determined by the City to Clauses be applicable to a Federally Funded Job Order. Page 42 of 126 Packet Pg. 112 2.4.a Field Order A written order issued by Project Manager which orders minor changes in the Work in accordance with section 10.1.5, but which does not involve a change in the Price or the Completion Time. Final Completion Occurs when all requirements have been completed as stated in section 2.3 and Article 12. Final Payment The payment to be made to the Contractor in accordance with Article 12. Hazardous Materials The term "Hazardous Materials" means any hazardous or toxic substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table 49 CFR 172.101 or listed by the Environmental Protection Agency as hazardous substances in 40 CFR Part 302 and any amendments thereto, and any substances, materials or wastes that are or become regulated under federal, state or local law. Hazardous Materials or substances shall also include, but not be limited to: regulated substances, petroleum products, pollutants, and any and all other environmental contamination as defined by, and in any and all federal. State and/or local laws, rules, regulations, ordinances or statutes now existing or hereinafter enacted relating to air, soil, water, environmental or health and safety conditions. Inspector The City's authorized representative assigned to make inspections of the Contractor's performance of the Work. Liquidated Damages The amount prescribed herein to be paid to the City, or to be deducted from any payments due or to become due the Contractor, for each day's delay in completing the whole or any specified portion of the work beyond the time allowed in the Job Order. At the sole discretion of the City, liquidated damages will be assessed, if at all, on a Job Order -by -Job Order basis. For each calendar day that the Detailed Scope of Work for a Job Order shall remain incomplete after the Job Order Completion Time, the amount per calendar day specified in following table, Schedule of Liquidated Damages, will be deducted from any money due the Contractor, not as a penalty but as liquidated damages; provided however that due account shall be taken of any adjustment of the Job Order Completion Time as provided for elsewhere in this Contract. Page 43 of 126 Packet Pg. 113 2.4.a Value of Job Order Liquidated Damages $0 to $10,000 $100/Day $10,001 to $50,000 $250/Day Over $50,000 $500/Day Notice of Intent to The written notice by City identifying the highest ranked Award Proposers and indicating that the City intends to award a contract to that Proposer(s) or enter into negotiations with such Proposer(s). Page 44 of 126 Packet Pg. 114 2.4.a Notice to Proceed A written notice given by City to Contractor fixing the date on Which the start of Work will commence and on which Contractor shall start to perform its obligation within the completion time under the Contract Documents. Payment Bond The form of security approved by the City, furnished by the Contractor and its surety guaranteeing the complete and faithful payment of all labor, material, equipment, and any other services provided to the Work. Performance Bond The form of security approved by the City, furnished by the Contractor and its surety guaranteeing the complete and faithful performance of the construction of the Work as specified in the Contract Documents. Plans The concept or mental formulation for the Work. The plans may be represented graphically by drawings, by the written words within the Contract Documents, or both. City Furnished Materials or equipment furnished by the City which is to be Materials or incorporated into the Work by the Contractor. Equipment Page 45 of 126 Packet Pg. 115 2.4.a Product Data The illustrations, standard schedules, performance charts, brochures, diagrams, and other information furnished by the Contractor to illustrate a material, product, or system. Project The collective improvements to be constructed by the Contractor pursuant to issuance of a Job order. A Project will consist of one Job order and any Supplemental Job Orders issued. Project Manager The authorized representative of the City who is assigned immediate charge of the work of the project. Pr000sal The offer or proposal of the Contractor submitted in response to the City's Request For Proposal for the selection of Contractor(s). Usually referred to as the Contractor's Proposal Pr000ser Any individual, firm, partnership, corporation or combination thereof formally submitting a proposal for the work contemplated, or any portion thereof, acting directly or through an authorized representative. Provide The all-inclusive actions required to furnish, install, connect, adjust, test, and make ready for use or occupancy. Punch List Shall have the meanina set forth in Article 12. RFP The Request for Proposal issued by the City for the selection of the Contractor(s). Samples Physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. Schedule of Prices Means the Unit Prices set forth in the Contract Documents. Shop Drawings All drawings, diagrams, illustrations, brochures, standard schedules, performance charts, instructions, and other data which are specifically prepared by Contractor, a Subcontractor, manufacturer, fabricator, supplier or distributor to illustrate some portion of the Work, material or equipment. Specifications Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards, performance requirements and workmanship as applied to the Work and certain administrative details applicable thereto. Page 46 of 126 Packet Pg. 116 2.4.a Subcontractor An individual, firm, or corporation having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the site. Sub -Subcontractor A Sub -Subcontractor is a business entity that has an agreement with a Subcontractor to perform a portion of the Work. The term Sub -Subcontractor means and includes the Sub -Subcontractor at all tiers. Substantial The Work or a specified part thereof has progressed to the Completion point where, in the opinion of Project Manager as evidenced by his/her certificate of Substantial Completion, the Detailed Scope of Work is sufficiently complete, in accordance with the Contract Documents, so that the Work or specified part can be utilized for the purposes for which it was intended; or if there be no such certificate issued, when final payment is due in accordance with section 12.4. The terms "substantially complete" and "substantially completed" as applied to any Work refer to Substantial Completion. Supplementary That portion of the Contract Documents that amends or Conditions supplements these General Conditions. Supplier A vendor, supplier, distributor, or materialman other than the Prime Contractor, which supplies material or equipment used in the performance of the Work. Page 47 of 126 Packet Pg. 117 2.4.a Suretv The company or association which is bound with and for the Contractor for the acceptable performance of the Contract and for its payment of all obligations arising out of the Contract Titles or Headings The titles or headings of the sections, divisions, parts, articles, paragraphs, or subparagraphs of the specifications are intended only for convenience of reference and shall not be considered as having any bearing on the interpretation of the text. Unit Prices The price published in the Construction Task Catalog° for a specific construction or construction related work task. Unit Prices for new Pre -priced Tasks can be established during the course of the Contract and added to the Construction Task Catalogs°. Each Unit Price is comprised of labor, equipment, and material costs to accomplish that specific Pre -priced Task Work The entire completed project or the various separately identifiable parts required to be furnished in accordance with the Contract Documents. Work is the result of performing services, furnishing labor, and furnishing and incorporating materials and equipment into the project, all as required by the Contract Documents. 1.1.1 Job Order Contracting Specific Definition of Terms: Adjustment Factor A competitively bid adjustment to be applied to the unit prices listed in the Construction Task Catalog°. Also known as a "coefficient." Base Term The initial period of the Contract and does not include any Option Terms. Construction Task Catalog° A comprehensive listing of construction related tasks together with a specific unit of measure and a published Unit Price. Detailed Scope of Work A document setting forth the work the Contractor is obligated to complete for a particular Job Order. Estimated Annual Value An estimate of the value of Job Orders that could be issued to the Contractor each year. Job Order A written order issued by the City, such as a Purchase Order, requiring the Contractor to complete the Detailed Scope of Work Page 48 of 126 Packet Pg. 118 2.4.a within the Job Order Completion Time for the Order Price. A project may consist of one or more Job Orders with one or more Supplemental Job Orders. [Job Order] CompletionTime The time within which the Contractor must complete the Detailed Scope of Work. [Job Order] Price The value of the approved Job Order Price Proposal and the amount the Contractor will be paid for completing a Job Order. [Job Orderl Price Proposal A price proposal prepared by the Contractor that includes the Pre -priced Tasks, Non-Prepriced Tasks, quantities and appropriate Adjustment Factors required to complete the Detailed Scope of Work. Job Order Proposal A set of documents including at least: (a) Job Order Price Proposal; (b) required drawings or sketches; (c) list of anticipated Subcontractors and Materialmen; (d) Construction schedule; and (e) other requested documents. Joint Scope Meeting A site meeting to discuss the work before the Detailed Scope of Work is finalized. Minimum Contract Value The minimum value of Job orders that the Contractor is guaranteed the opportunity to perform under this Contract_ Non-Prepriced Task A task that is not set forth in the Construction Task Catalog®. Normal Working Hours (General Facilities) Includes the hours from 7:00 a.m. to 4:00 p.m. Monday through Friday, except for City Holidays in Facilities classified as General by the City of Edmonds. Normal Working Hours (Secured Facilities) Includes the hours from 7:00 a.m. to 4:00 p.m. Monday through Friday, except for City Holidays in Facilities classified as Secured by the City of Edmonds. Notice to Proceed A written notice issued by the City directing the Contractor to proceed with construction activities to complete the Job Order. Option Term An additional period of time beyond the Contract Term which extends the termination date of the Contract. Other than Normal Page 49 of 126 Packet Pg. 119 2.4.a Workina Hours (General Facilities) Includes the hours of 4:01 p.m. to 6:59 a.m., Monday to Friday and all day Saturday, Sunday, and City Holidays in Facilities classified as General by the City of Edmonds. Other than Normal Working Hours (Secured Facilities) Includes the hours of 4:01 p.m. to 6:59 a.m., Monday to Friday and all day Saturday, Sunday, and City Holidays in Facilities classified as Secured by the City of Edmonds. Proposal Criteria Figure The amount determined in the Proposal Criteria Figure Calculation section of the Price Proposal, which is used for the purposes of determining the lowest price. Pre -priced Task A task described in and for which a unit price is set forth in the Construction Task Catalog®. Request for Proposal A written request to the Contractor to prepare a Proposal for the Detailed Scope of Work referenced therein. Supplemental Job Order A secondary Job Order developed after the initial Job Order has been issued for the purpose of changing, deleting, or adding work to the initial Detailed Scope of Work, or changing the Job Order Completion Time. Technical Specifications The written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. Unit Price The price published in the Construction Task Catalog® for a specific construction or construction related work task. Unit Prices for new Pre -priced Tasks can be established during the course of the Contract and added to the Construction Task Catalogs®. Each Unit Price is comprised of labor, equipment, and material costs to accomplish that specific Pre -priced Task. Work All materials, labor and use of tools, equipment, and services necessary by the Contractor and/or Subcontractor to complete the Job Order. Page 50 of 126 Packet Pg. 120 2.4.a 1.2 Definitions/Abbreviations AAR Association of American Railroads ACI American Concrete Institute AISC American Institute of Steel Construction ANSI American National Standards Institute APA American Plywood Association API American Petroleum Institute ARA American Railway Association AREA American Railway Engineering Association ASCE American Society of Civil Engineers ASHRAE American Society of Heating, Refrigeration and Air Conditioning Engineers ASME American Society of Mechanical Engineers ASTM American Society for Testing and Materials AWS American Welding Society COS City of Edmonds CPM Critical Path Method of Project Scheduling CRSI Concrete Reinforcing Steel Institute FAA Federal Aviation Administration FHWA Federal Highway Administration FM Factory Mutual FS Federal Specification FTA Federal Transit Administration IEEE Institute of Electrical and Electronics Engineers ISO Insurance Service Office JIC Joint Industrial Council NAAMM National Association of Architectural Metal Manufacturers NBFU National Board of Fire Underwriters NEC National Electrical Code NEMA National Electrical Manufacturer's Association NESC National Electrical Safety Code NIOSH National Institute of Occupational Safety and Health NFPA National Fire Protection Association OFCCP Office of Federal Contract Compliance Programs OSHA Occupational Safety and Health Act Page 51 of 126 Packet Pg. 121 2.4.a PCA Portland Cement Association PSCAAPCA Puget Sound Clean Air Pollution Control Agency SAE Society of Automotive Engineers SMACNA Sheet Metal and Air Conditioning Contractors National Association SSPC Steel Structures Painting Council SWI Steel Window Institute UFC Uniform Fire Code UL Underwriter's Laboratory WISHA Washington Industrial Safety & Health Act Administration END ARTICLE 1 Page 52 of 126 Packet Pg. 122 2.4.a ARTICLE 2 PRELIMINARY MATTERS 2.1 City Operations The City is an operating facility which will continue in full operation throughout the term of this Contract. Where facility operations conflict with those of the Contractor, the operations of the facility will take precedence over those of the Contractor. It shall be the sole responsibility of the Contractor to schedule and coordinate its activities with those of the facility to assure minimum disruption of facility operations. 2.2 Starting the Job Order (Notice to Proceed) The Contractor shall show evidence that work has commenced on the Job Order within seven (7) days from the effective date of the Notice to Proceed. Work in this case is not limited to physical work at the project site. Work started prior to the effective date stated in the Notice to Proceed shall be at the Contractor's risk. 2.3 Job Order Completion Time 2.3.1 The Job Order Completion Time will commence to run on the effective date stated in the Notice to Proceed. The City Contract Administrator will transmit an executed copy of the Job Order to the Contractor as well as a Notice to Proceed. 2.3.2 The Job Order Completion Time is that period of time allotted in the Job Order, as adjusted, for the Contractor to achieve Substantial and/or Final Completion of the Detailed Scope of Work. 2.3.3 The term "day" as used in the Contract Documents shall mean a calendar day unless otherwise specifically designated. 2.3.4 Substantial Completion occurs when the City can use the Work for the use for which it is intended, and when all required documentation has been properly submitted to the City in accordance with the Job Order. Such documentation shall include but is not necessarily limited to: a. Maintenance and Operations manuals; b. Warranties; and c. Submittals required by the Specifications. 2.3.5 Final Completion occurs when all requirements of the Job Order and Contract Documents have been properly and completely fulfilled including but not limited to: a. Completion of re -inspection and City approval of all Punch List items; b. Submittal of final invoice and approval by the Contract Administrator and Project Manager; c. Submittal of all properly completed as -built record drawings; and d. Submittal of any other documents required by the Job Order. Page 53 of 126 Packet Pg. 123 2.4.a 2.3.6 Final Acceptance is the formal action of the City accepting the Work as complete. 2.3.7 Progress and Completion a. All time limits stated in the Job Orders are of the essence of this Contract. b. The Contractor shall begin the Work on the date indicated in the Notice to Proceed and shall diligently prosecute the Work with adequate equipment and forces in order to bring the Work to completion within the Job Order Completion Time. 2.4 Extension of Time Any extension of Job Order Completion Time must have the written approval of the Project Manager/City and must conform to the procedures set forth in Article 10.4. 2.5 Before Starting Work 2.5.1 Before undertaking each part of the Work, the Contractor shall carefully study and compare the Detailed Scope of Work and check and verify pertinent figures shown thereon and all applicable field measurements. The Contractor shall promptly report in writing to the Project Manager any conflict, error or discrepancy which the Contractor may discover; however, the Contractor shall not be liable to the City for failure to report any conflict, error or discrepancy in the Detailed Scope of Work, Drawings or Specifications, unless the Contractor had actual knowledge thereof or should reasonably have known thereof. 2.5.2 If requested, within five (5) days after the effective date of the Notice to Proceed and prior to start of Work (unless otherwise specified in the General Requirements), the Contractor shall submit to the Project Manager for review a preliminary Schedule of the Values of the work. Each bid item shall be broken down to its basic elements. The cost breakdown for both lump sum and unit price estimates shall include: a. Labor; b. Materials; c. Equipment; d. Overhead, profit and taxes; e. Other factors; f. Time required. 2.5.3 If requested, within ten (10) days after the effective date of the Notice to Proceed and prior to start of Work, unless otherwise specified in the General Requirements, the Contractor is to submit to the Project Manager for review an estimated Progress Schedule indicating the starting and completion dates of the various stages of the Work and a Preliminary Schedule of Shop Drawings submissions. The Schedule should include a bar chart. The Contractor may use a commercial scheduling program such as the "Microsoft Project" or equal. All submissions of schedule Page 54 of 126 Packet Pg. 124 2.4.a information to the Project Manager or other City representatives are to be provided in hard copy format and electronic format. 2.6 Preconstruction Conference Within seven (7) days after the effective date of the Job Order, but before the Contractor starts the Work at the site, unless otherwise specified in the Contract Documents, a conference will be held with the Contractor, Project Manager, Contract Administrator and others as determined by the Project Manager for review of the schedules to establish procedures for handling Shop Drawings and other submittals, for processing Applications for Payment, and to establish a working understanding among the parties as to the Work. END ARTICLE 2 Page 55 of 126 Packet Pg. 125 2.4.a ARTICLE 3 CONTRACT DOCUMENTS: INTENT, CORRELATION, EXECUTION OF AND OWNERSHIP OF CONTRACT DOCUMENTS 3.1 Intent 3.1.1 The Contract Documents comprise the entire Contract between the City and the Contractor concerning the Work. 3.1.2 The Detailed Scope of Work is complementary; what is called for by one is as binding as if called for by all. 3.1.3 It is the intent of the Detailed Scope of Work to describe a complete Project or part thereof or performance requirements to be completed in accordance with the Contract Documents. Any Work that may reasonably be inferred from the Detailed Scope of Work and the Contractor's Price Proposal as being required to produce the intended result shall be supplied whether or not it is specifically called for. Words, which have a well-known technical or trade meaning and are used to describe Work, materials or equipment, shall be interpreted in accordance with such meaning. Reference to standard specifications, manuals or codes of any technical society, organization or association, or to the code of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual or code in effect at the time of Price Proposal Submittal or on the effective date of the Job Order. However, no provision of any referenced standard specification, manual or code whether or not specifically incorporated by reference in the Detailed Scope of Work shall change the duties and responsibilities of the City or the Contractor, or any of their agents or employees from those set forth in the Contract Documents. Clarifications and interpretations of the Detailed Scope of Work shall be issued by the Project Manager as provided for in section 9.2. 3.2 Correlation of the Contract Documents 3.2.1 Each Contract Document is an essential part of the Contract between the City and the Contractor. The Contract Documents are intended to be complementary and prescribe and provide for all Work required by the Job Orders. Anything mentioned in the Specifications and not shown in the Detailed Scope of Work, or shown in the Drawings and not mentioned in the Specifications, shall be of like effect as if shown or mentioned in both. Any Work, materials or equipment that has not been specifically included in the Detailed Scope of Work but which is reasonably required to produce the intended result shall be provided by the Contractor as though it had been specifically included. 3.2.2 If there are discrepancies between the various Contract Documents, Specifications shall govern over Conditions and Drawings, Drawings shall govern over Conditions, larger scale drawings shall govern over smaller scale drawings, Supplementary Conditions shall govern over General Conditions, computed dimensions shall govern over scaled dimensions, and specific descriptions shall govern over general ones. Page 56 of 126 Packet Pg. 126 2.4.a 3.2.3 In the event of a conflict between the Detailed Scope of Work or the Contract Documents and applicable laws, codes, ordinances, regulations or orders of governmental authorities having jurisdiction over the Work or any portion thereof, or in the event of any conflict between such applicable laws, codes, ordinances, regulations, or orders, the most stringent requirements of any of the above shall govern and be considered as a part of this Contract in order to afford the City the maximum benefits thereof. 3.3 No Warranties by the City 3.3.1 No information derived from inspection of records or reports of investigation concerning the Work or conditions at the site(s) of the Work made or provided by the City will in any way relieve the Contractor from its responsibility for properly performing its obligations under the Contract Documents. Such records and reports are provided solely for the convenience of the Contractor with no warranties whatsoever, express or implied, by the City. Such records and reports are not part of the Contract Documents. The Contractor shall make its own conclusions and interpretations from the data supplied, information available from other sources, and the Contractor's own observations. 3.3.2 The Contract Documents will be governed by the laws of the State of Washington END ARTICLE 3 Page 57 of 126 Packet Pg. 127 2.4.a ARTICLE 4 PHYSICAL CONDITIONS AND REFERENCE POINTS 4.1 Unforeseen Physical Conditions The Contractor shall promptly notify the Project Manager in writing of any latent physical conditions at the site or in an existing structure differing materially from those indicated or referred to in the Detailed Scope of Work. The Project Manager will promptly review those conditions. If the Project Manager finds that there are latent physical conditions which differ materially from those intended in the Detailed Scope of Work, the Project Manager will prepare a Supplementary Job Order incorporating modifications to plans and specifications as necessary to proceed with and complete the Work. END ARTICLE 4 Page 58 of 126 Packet Pg. 128 2.4.a ARTICLE 5 BONDS AND INSURANCE 5.1 Performance Bond The Contractor shall furnish a duly executed Performance Bond upon a form provided by the City within ten (10) calendar days following receipt of the Notice of Award. The Bond shall be executed by a licensed surety which is registered with the Washington State Insurance Commissioner and the surety's name shall appear in the current Authorized Insurance Company List for the State of Washington published by the Office of the Insurance Commissioner, and must be approved by the U.S. Department of Treasury as evidenced by a listing in the Federal Register. In addition, the surety must be rated "A-, FSC (6)" or higher by A.M. Best Rating Guide. The penal amount of the bond shall be in an amount equal to the amount stated in the Proposal Requirements and conditioned upon the faithful performance of the Contract by the Contractor. If the Surety on any Performance Bond furnished by the Contractor is declared bankrupt or becomes insolvent, or its right to do business is terminated in the state of Washington, or it ceases to meet the requirements as stated above, the Contractor shall within five (5) days thereafter substitute another Bond and Surety. The City reserves the right to approve or reject any substitute Bond and Surety. The Performance Bond will initially be in the penal sum equal to Two Million Dollars ($2,000,000). In the event the parties agree to exercise the option to extend the Contract, or if the cumulative amount of Work issued and not yet completed and accepted exceeds such amount, the Contractor shall deliver a new Performance Bond or a rider as required by the City. Additionally, the Contractor shall also provide a signed "Letter of Bondability" stating that the Contractor is able to bond to the possible increased Contract Value of Four Million Dollars ($4,000,000). For a Federally Funded Work Order, the Contractor may be required to submit an additional performance bond in accordance with the applicable Federal Contract Clauses. 5.2 Payment Bond The Contractor shall also furnish a duly executed Payment Bond upon a form provided by the City, within ten (10) calendar days following receipt of the Notice of Award. The Bond shall be executed by a licensed surety which is registered with the Washington State Insurance Commissioner and the surety's name shall appear in the current Authorized Insurance Company List in the State of Washington published by the Office of the Insurance Commissioner, and must be approved by the U.S. Department of Treasury as evidenced by a listing in the Federal Register. In addition, the surety must be rated "A-, FSC (6)" or higher by A.M. Best Rating Guide. The penal amount of the bond shall be in the amount stated in the Proposal Requirements and conditioned upon the payment by the Contractor to all laborers, mechanics, Subcontractors, suppliers, and all persons who shall supply for the performance of the Work covered by this Contract. If the Surety on any Payment Bond furnished by the Contractor is declared bankrupt or becomes insolvent, or its right to do business is terminated in the state of Washington, or Page 59 of 126 Packet Pg. 129 2.4.a 5.3 it ceases to meet the requirements as stated above, the Contractor shall within five (5) days thereafter substitute another Bond and Surety. The City reserves the right to approve or reject any substitute Bond and Surety. The Payment Bond will initially be in the penal sum equal to Two Million Dollars ($2,000,000). In the event the parties agree to exercise the option to extend the Contract, or if the cumulative amount of Work issued and not yet completed and accepted exceeds such amount, the Contractor shall deliver a new Payment Bond or a rider as required by the City. Additionally, The Contractor shall also provide a signed "Letter of Bondability" stating that the Contractor is able to bond to the possible increased Contract Value of Four Million Dollars ($4,000,000). For a Federally Funded Work Order, the Contractor may be required to submit an additional payment bond in accordance with the applicable Federal Contract Clauses. Contractor'sl[SEc101I[SEc11] Liability Insurance 5.3.1 The Contractor shall purchase and maintain such commercial general liability and other insurance as will provide protection from claims set forth below which may arise out of or result from the Contractor's performance of the Work and the Contractor's other obligations under the Contract Documents, whether such performance is by the Contractor, by any Subcontractor, by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. a. Commercial General Liability Insurance on an Occurrence Basis in an amount not less than Two Million Dollars ($2,000,000) per occurrence and at least Five Million Dollars ($5,000,000) in the annual aggregate, including but not limited to: 1. Bodily Injury Liability; 2. Property Damage Liability (to include explosion, collapse and underground); 3. Blanket Contractual Liability; 4. Premises/Operations (including off -site operations); 5. Broad Form Property Damage Liability; 6. Products: Completed Operations Liability; 7. Personal Injury Liability; 8. Liability for Property of Others in the Care, Custody and Control of the Contractor. Claims Covered: The Contractor shall purchase and maintain commercial general liability insurance, covering all operations by or on behalf of the Contractor, on an occurrence basis, against: 1. claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees. 2. claims for damages insured by reasonably available personal injury liability coverage. 3. claims for damages, other than to the Work itself, because of injury to or destruction Page 60 of 126 Packet Pg. 130 2.4.a of tangible property wherever located, including loss of use resulting therefrom. Form and Content: The Contractor's commercial liability policy shall be written on a 1996 (or later) ISO commercial general liability form (occurrence form) and include the following coverages and endorsements: 1. Products and completed operations coverage: a. Such insurance shall be maintained for three (3) years after final payment. b. The Contractor shall furnish the City and each other additional insured (as identified in the Supplementary Conditions or elsewhere in the Contract) evidence of continuation of such insurance at final payment and three (3) years thereafter. 2. Blanket contractual liability coverage, to the extent permitted by law, including but not limited to coverage of the Contractor's contractual indemnity obligations in Section 6.32 ("Indemnification"). 3. Broad form property damage coverage. 4. Severability of interest. 5. Underground, explosion, and collapse coverage. 6. Personal injury coverage. 7. Additional insured endorsements that include both ongoing operations and products and completed operations coverage through ISO Endorsements CG 20 10 10 01 and CG 20 37 10 01 (together); or CG 20 10 07 04 and CG 20 37 07 04 (together); or their equivalent. 8. For design professional additional insureds, ISO Endorsement CG 20 32 07 04, "Additional Insured —Engineers, Architects or Surveyors Not Engaged by the Named Insured" or its equivalent. Commercial General Liability Insurance shall be written on Insurance Services Office a ("ISO") occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop gap liability, independent contractors, products- completed operations, o personal injury and advertising injury, and liability assumed under an insured contract. o The City shall be named an insured under the Contractor's Commercial General Liability a insurance policy with respect to the Work performed for the City using ISO Additional ° Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations N endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. a a� b. Comprehensive Automobile Liability Insurance: The Contractor shall purchase and maintain automobile liability insurance against claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance, or use of any motor vehicle. The automobile liability policy shall be written on an occurrence basis. The Contractor shall provide proof a of insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence, including but not limited to: 1. Bodily Injury Liability; 2. Property Damage Liability; 3. Personal Injury Liability; 4. Owned and Non -Owned Auto Liability; 5. Hired and Borrowed Auto Liability. Comprehensive Automobile Liability Insurance covering all owned, non -owned, hired Page 61 of 126 Packet Pg. 131 2.4.a and leased vehicles as well as employee vehicles utilized in performance or the Work or at the Work site shall be provided. Coverage shall be written on ISO form CA 00 01 or a substitute form providing equivalent liability coverage. The insurance policy shall be endorsed to provide contractual liability coverage. c. Worker's Compensation as required by Washington law and Employer's Liability Insurance (Stop Gap) with limits not less than One Million Dollars ($1,000,000) per occurrence. If the City authorizes sublet work, the Contractor shall require each subcontractor to provide Worker's Compensation Insurance for its employees, unless the Contractor covers such employees. The Contractor shall purchase and maintain workers' compensation and employer's liability insurance for: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts; 2. United States Longshoreman and Harbor Workers' Compensation Act and Jones Act coverage (if applicable); 3. claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees (by stop -gap endorsement in monopolist worker's compensation states); and 4. Foreign voluntary worker compensation (if applicable). The Contractor shall comply with the following conditions and procure and keep in force during the term of this Contract, at the Contractor's own cost and expense, the policies of insurance with companies authorized to do business in the State of Washington, which are rated at least "A" or better and with a numerical rating of no less than VI I, by A.M. Best Company and which are acceptable to the City. The Contractor's insurance coverage shall be primary insurance as respect to the City. Any insurance, self-insurance or other coverage maintained by the City shall be for the protection of the City and excess to the Contractor's insurance and shall not contribute with it. The above liability policies shall be endorsed to contain a provision that the policy shall not be canceled or materially changed without thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. No cancellation provision in any insurance policy shall be construed in derogation of the continuous duty of the Contractor to furnish the required insurance during the term of this Contract. The Insurer or his/her agent will furnish to the Contract Administrator upon request, prior to any Work being performed, a copy of any policy cited above, certified to be a true and complete copy of the original. The Contractor shall provide the Contract Administrator, prior to any Work being performed, a Certificate of Insurance and additional insured endorsement(s) acceptable to the City Attorney evidencing the above -required insurance(s) and naming the City of Edmonds, its officers, employees and agents as Additional Insureds on the Commercial General Liability Insurance policy and the Business Automobile Liability Insurance policy with respect to the operations performed and services provided under this Contract; and that such insurance shall apply as primary insurance on behalf of such Additional Insureds. The City shall be named as an Additional Insured by endorsement using ISO Form CG 2010 or equivalent. Receipt by the City of any certificate showing less coverage than required is not a waiver of the Contractor's obligations to fulfill the requirements. 5.3.2 Contractor's Insurance for Other Losses. The Contractor shall assume full responsibility Page 62 of 126 Packet Pg. 132 2.4.a for all loss or damage from any cause whatsoever to any tools, the Contractor's employee owned tools, machinery, equipment or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers or subcontractors as well as to any temporary structures, scaffolding and protective fences. 5.3.3 General Provisions a. The City and the Contractor shall obtain and maintain insurance as required in this Section and in the Supplementary Conditions. b. All insurance required by the Contract to be purchased and maintained by the City or the Contractor shall be obtained from insurance companies that are duly licensed or authorized, in the state orjurisdiction in which the Project is located, to issue insurance policies for the required limits and coverages. Unless a different standard is indicated in the Supplementary Conditions, all companies that provide insurance policies required under this Contract shall have an A.M. Best rating of A-VII or better. c. The Contractor shall deliver to the City, with copies to each named insured and additional insured (as identified in this Section, in the Supplementary Conditions, or elsewhere in the Contract), certificates of insurance establishing that the Contractor has obtained and is maintaining the policies, coverages, and endorsements required by the Contract. Upon request by the City or any other insured, the Contractor shall also furnish other evidence of such required insurance, including but not limited to copies of policies and endorsements, and documentation of applicable self -insured retentions and deductibles. The Contractor may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this provision. d. The City shall deliver to the Contractor, with copies to each named insured and additional insured (as identified in this Section, the Supplementary Conditions, or elsewhere in the Contract), certificates of insurance establishing that the City has obtained and is maintaining the policies, coverages, and endorsements required of the City by the Contract (if any). Upon request by the Contractor or any other insured, the City shall also provide other evidence of such required insurance (if any), including but not limited to copies of policies and endorsements, and documentation of applicable self -insured retentions and deductibles. The City may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this provision. e. Failure of the City or the Contractor to demand such certificates or other evidence of the other party's full compliance with these insurance requirements, or failure of the City or the Contractor to identify a deficiency in compliance from the evidence provided, shall not be construed as a waiver of the other party's obligation to obtain and maintain such insurance. f. If either party does not purchase or maintain all of the insurance required of such party by the Contract, such party shall notify the other party in writing of such failure to purchase prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. g. If the Contractor has failed to obtain and maintain required insurance, the City may exclude the Contractor from the site, impose an appropriate set-off against payment, and exercise the City's termination rights under Article 13. h. Without prejudice to any other right or remedy, if a party has failed to obtain required insurance, the other party may elect to obtain equivalent insurance to protect such 0 0. 0 a �0 a� a a� c a� E a Page 63 of 126 Packet Pg. 133 2.4.a other party's interests at the expense of the party who was required to provide such coverage, and the Contract Price shall be adjusted accordingly. The City does not represent that insurance coverage and limits established in this Contract necessarily will be adequate to protect the Contractor or the Contractor's interests. The insurance and insurance limits required herein shall not be deemed as a limitation on the Contractor's liability under the indemnities granted to the City and other individuals and entities in the Contract. k. General provisions: The policies of insurance required by this Paragraph 5.3.3 shall: i. include at least the specific coverages provided in this Article; ii. be written for not less than the limits of liability provided in this Article and in the Supplementary Conditions, or required by Laws or Regulations, whichever is greater; iii. contain a provision or endorsement that the coverage afforded will not be canceled, materially changed, or renewal refused until at least ten (10) days prior written notice has been given to the Contractor. Within three (3) days of receipt of any such written notice, the Contractor shall provide a copy of the notice to the City, the �Engineer[SEC121, and each other insured under the policy; iv. remain in effect at least until final payment (and longer if expressly required in this Article) and at all times thereafter when the Contractor may be correcting, removing, or replacing defective Work as a warranty or correction obligation, or otherwise, or returning to the site to conduct other tasks arising from the Contract Documents; and v. be appropriate for the Work being performed and provide protection from claims that may arise out of or result from the Contractor's performance of the Work and the Contractor's other obligations under the Contract Documents, whether it is to be performed by the Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable. vi. The coverage requirements for specific policies of insurance must be met by such policies, and not by reference to excess or umbrella insurance provided in other policies. Umbrella or excess liability: The Contractor shall purchase and maintain umbrella or excess liability insurance written over the underlying employer's liability, commercial general liability, and automobile liability insurance described in the paragraphs above. Subject to industry - standard exclusions, the coverage afforded shall follow form as to each and every one of the underlying policies. Contractor's pollution liability insurance: The Contractor shall purchase and maintain a policy covering third -party injury and property damage claims, including clean-up costs, as a result of pollution conditions arising from the Contractor's operations and completed operations. This insurance shall be maintained for no less than three (3) years after final completion. Additional insureds: The Contractor's commercial general liability, automobile liability, umbrella or excess, and pollution liability policies shall include and list as additional insureds the City and the Engineer, and any individuals or entities identified in the Supplementary Conditions; include coverage for the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of all such additional a Page 64 of 126 Packet Pg. 134 2.4.a insureds; and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby (including as applicable those arising from both ongoing and completed operations) on a non-contributory basis. The Contractor shall obtain all necessary endorsements to support these requirements. Contractor's professional liability insurance: If the Contractor will provide or furnish professional services under this Contract, through a delegation of professional design services or otherwise, then the Contractor shall be responsible for purchasing and maintaining applicable professional liability insurance. This insurance shall provide protection against claims arising out of performance of professional design or related services, and caused by a negligent error, omission, or act for which the insured party is legally liable. It shall be maintained throughout the duration of the Contract and for a minimum of two (2) years after Substantial Completion. If such professional design services are performed by a Subcontractor, and not by the Contractor itself, then the requirements of this paragraph may be satisfied through the purchasing and maintenance of such insurance by such Subcontractor. 5.3.4 Citv's Liabilitv Insurance a. In addition to the insurance required to be provided by the Contractor under Paragraph 5.3.3, the City, at the City's option, may purchase and maintain at the City's expense the City's own liability insurance as will protect the City against claims which may arise from operations under the Contract Documents. b. The City's liability policies, if any, operate separately and independently from policies required to be provided by the Contractor, and the Contractor cannot rely upon the City's liability policies for any of the Contractor's obligations to the City, the Engineer, or third parties. 5.3.5 Proaerty Insurance a. Builder's Risk: Unless otherwise provided in the Supplementary Conditions and on a N Job Order by Job Order basis as required by the City, the Contractor shall purchase 0 and maintain builder's risk insurance upon the Work on a completed value basis, in the a amount of the full insurable replacement cost thereof (subject to such deductible o amounts as may be provided in the Supplementary Conditions or required by Laws and N Regulations). This insurance shall: ; i. include the City and the Contractor as named insureds, and all Subcontractors, and any individuals or entities required by the Supplementary Conditions to be insured under such builder's risk policy, as insureds or named insureds. For purposes of the remainder of this Paragraph 5.3.5 and any corresponding M Supplementary Conditions, the parties required to be insured shall collectively be referred to as "insureds." a ii. be written on a builder's risk "all risk" policy form that shall at least include insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; terrorism; vehicle impact; aircraft; smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused Page 65 of 126 Packet Pg. 135 2.4.a by flood); and such other perils or causes of loss as may be specifically required by the Supplementary Conditions. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; or flood, are not commercially available under builder's risk policies, by endorsement or otherwise, such insurance may be provided through other insurance policies acceptable to the City and the Contractor. iii. cover, as insured property, at least the following: (a) the Work and all materials, supplies, machinery, apparatus, equipment, fixtures, and other property of a similar nature that are to be incorporated into or used in the preparation, fabrication, construction, erection, or completion of the Work, including City - furnished or assigned property; (b) spare parts inventory required within the scope of the Contract; and (c) temporary works which are not intended to form part of the permanent constructed Work but which are intended to provide working access to the site, or to the Work under construction, or which are intended to provide temporary support for the Work under construction, including scaffolding, form work, fences, shoring, falsework, and temporary structures. iv. cover expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects). V. extend to cover damage or loss to insured property while in temporary storage at the site or in a storage location outside the site (but not including property stored at the premises of a manufacturer or Supplier). vi. extend to cover damage or loss to insured property while in transit. vii. allow for partial occupation or use of the Work by the City, such that those portions of the Work that are not yet occupied or used by the City shall remain covered by the builder's risk insurance. viii. allow for the waiver of the insurer's subrogation rights, as set forth below. ix. provide primary coverage for all losses and damages caused by the perils or causes of loss covered. X. not include a co-insurance clause. A. include an exception for ensuing losses from physical damage or loss with respect to any defective workmanship, design, or materials exclusions. xii. include performance/hot testing and start-up. xiii. be maintained in effect, subject to the provisions herein regarding Substantial Completion and partial occupancy or use of the Work by the City, until the Work is complete. b. Notice of Cancellation or Change: All the policies of insurance (and the certificates or other evidence thereof) required to be purchased and maintained in accordance with this Paragraph 5.3.5 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least ten (10) days prior written notice has been given to the purchasing policyholder. Within three (3) days of receipt of any such written notice, the purchasing policyholder shall provide a copy of the notice to each other insured. c. Deductibles: The purchaser of any required builder's risk or property insurance shall pay for costs not covered because of the application of a policy deductible. a Page 66 of 126 Packet Pg. 136 2.4.a d. Partial Occupancy or Use by the City: If the City will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 12.4 and 12.5, then the City (directly, if it is the purchaser of the builder's risk policy, or through the Contractor) will provide notice of such occupancy or use to the builder's risk insurer. The builder's risk insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy; rather, those portions of the Work that are occupied or used by the City may come off the builder's risk policy, while those portions of the Work not yet occupied or used by the City shall remain covered by the builder's risk insurance. e. Additional Insurance: If the Contractor elects to obtain other special insurance to be included in or supplement the builder's risk or property insurance policies provided under this Paragraph 5.3.5, it may do so at the Contractor's expense. Insurance of Other Property: If the express insurance provisions of the Contract do not require or address the insurance of a property item or interest, such as tools, construction equipment, or other personal property owned by the Contractor, a Subcontractor, or an employee of the Contractor or a Subcontractor, then the entity or individual owning such property item will be responsible for deciding whether to insure it, and if so in what amount. The Contractor certifies that it is aware of the provisions of Title 51 of the Revised Code of Washington which requires every employer to be insured against liability of Workers' Compensation, or to undertake self-insurance in accordance with the provisions of that Title. The Contractor shall comply with the provisions of Title 51 of the Revised Code of Washington before commencing the performance of any Work. The Contractor shall provide the Contract Administrator with evidence of Workers' Compensation Insurance (or evidence of qualified self-insurance) before any Work is commenced. In case of breach of any provision of this section, the City may, at its option and with no obligation to do so, provide and maintain at the expense of the Contractor, such types of insurance in the name of the Contractor, and with such insurers, as the City may deem proper, and may deduct the cost of providing and maintaining such insurance from any sums which may be found or become due to the Contractor under this Contract or may demand the Contractor to promptly reimburse the City for such cost. 5.4 Contractor Pollution Liability 5.4.1 If a Job Order requires Contractor Pollution Liability, the successful Contractor(s) will be required to provide Contractor Pollution Liability with minimum limits of liability of not less than One Million Dollars ($1,000,000) per claim or occurrence and Two Million Dollars ($2,000,000) aggregate per policy period of one (1) year. If the Contractor Pollution Liability coverage is written on a claims -made form: a. The retroactive date must be shown and must be before the date of the Contract or the start of Work; Page 67 of 126 Packet Pg. 137 2.4.a b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Work; c. If coverage is canceled or non -renewed and not replaced with another claims - made policy form with a retroactive date prior to the Contract Date the Contractor must purchase an extended period coverage for a minimum of five (5) years after the completion of the Work; d. A copy of the claims reporting requirements must be submitted to the City for review. 5.5 Waiver of Rights 5.5.1 All policies purchased in accordance with Paragraph 5.3.5, expressly including the builder's risk policy, shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any insureds thereunder, or against the Engineer or its consultants, or their officers, directors, members, partners, employees, agents, consultants, or subcontractors. The City and the Contractor waive all rights against each other and the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work; and, in addition, waive all such rights against the Engineer, its consultants, all Subcontractors, all individuals or entities identified in the Supplementary Conditions as insureds, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by the City or the Contractor as trustee or fiduciary, or otherwise payable under any policy so issued. 5.5.2 The City waives all rights against the Contractor, Subcontractors, and the Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them, for: a. loss due to business interruption, loss of use, or other consequential loss extending beyond direct physical loss or damage to the City's property or the Work caused by, arising out of, or resulting from fire or other perils whether or not insured by the City; and b. loss or damage to the completed Project or part thereof caused by, arising out of, or resulting from fire or other insured peril or cause of loss covered by any property insurance maintained on the completed Project or part thereof by the City during partial occupancy or use, after Substantial Completion, or after final payment. c. Any insurance policy maintained by the City covering any loss, damage or consequential loss referred to in Paragraph 5.5.2(b) shall contain provisions to the effect that in the event of payment of any such loss, damage, or consequential loss, the insurers will have no rights of recovery against the Page 68 of 126 Packet Pg. 138 2.4.a Contractor, Subcontractors, or the Engineer, or the officers, directors, members, partners, employees, agents, consultants, or subcontractors of each and any of them. 5.5.3 The Contractor shall be responsible for assuring that the agreement under which a Subcontractor performs a portion of the Work contains provisions whereby the Subcontractor waives all rights against the City, the Contractor, all individuals or entities identified in the Supplementary Conditions as insureds, the Engineer and its consultants, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by builder's risk insurance and any other property insurance applicable to the Work. 5.6 Receipt and Application of Property Insurance Proceeds 5.6.1 Any insured loss under the builder's risk and other policies of insurance required by Paragraph 5.3.5 will be adjusted and settled with the named insured that purchased the policy. Such named insured shall act as fiduciary for the other insureds and give notice to such other insureds that adjustment and settlement of a claim is in progress. Any other insured may state its position regarding a claim for insured loss in writing within fifteen (15) days after notice of such claim. 5.6.2 Proceeds for such insured losses may be made payable by the insurer either jointly to multiple insureds, or to the named insured that purchased the policy in its own right and as fiduciary for other insureds, subject to the requirements of any applicable mortgage clause. A named insured receiving insurance proceeds under the builder's risk and other policies of insurance required by Paragraph 5.3.5 shall distribute such proceeds in accordance with such agreement as the parties in interest may reach, or as otherwise required under the dispute resolution provisions of this Contract or applicable Laws and Regulations. 5.6.3 If no other special agreement is reached, the damaged Work shall be repaired or replaced, the money so received applied on account thereof, and the Work and the cost thereof covered by Supplemental Job Order, if needed. END ARTICLE 5 Page 69 of 126 Packet Pg. 139 2.4.a ARTICLE 6 CONTRACTOR'S RESPONSIBILITIES 6.1 Examination of the Site of Work and Detailed Scope of Work By submitting a Job Order Proposal for a Job Order, the Contractor represents that it has carefully examined and investigated the site(s) of the Work, including material site(s), and the Detailed Scope of Work. The submission of its Job Order Proposal shall be conclusive evidence that the Contractor represents and acknowledges that it has made such examinations and investigations and is satisfied as to the conditions to be encountered in the performance of the Work, including the character, quantity, quality, and Detailed Scope of the Work, safety precautions to be undertaken, the quantities and qualities of materials to be supplied, and equipment and labor to be used, the requirements of the Detailed Scope of Work and how all such requirements correlate to the conditions at the site(s) of the Work. The Contractor shall determine from careful examination of the Detailed Scope of Work and the site of the Work, the methods, materials, labor, and equipment required to perform the Work in full, and the Contractor shall reflect the same in its Proposal. 6.2 Error, Inconsistency, Omission or Variance in the Contract Documents The Contractor shall promptly report to the Project Manager and/or the Contract Administrator any error, inconsistency, omission, or variance from applicable laws, statutes, codes, ordinances, or regulations which it discovers in the Detailed Scope of Work. If the Contractor promptly reports such discovery prior to commencement of any portion of the Work affected by any such error, inconsistency, omission, or variance, the Contractor shall not be liable to the City for damage resulting from such error, inconsistency, omission, or variance. If, however, the Contractor fails either to carefully study and compare the Detailed Scope of Work, or to promptly report the discovery of any error, inconsistency, omission, or variance known or believed by the Contractor to exist, the Contractor shall assume full responsibility therefore and shall bear all costs, liabilities and damages attributable to such error, inconsistency, omission, or variance. 6.3 Supervision 6.3.1 The Contractor shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Detailed Scope of Work. The Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of Work. The Contractor shall be responsible to see that the finished Work complies accurately with the Detailed Scope of Work. 6.3.2 The Contractor will provide a competent resident supervisor who understands the contract and the task being performed to continuously oversee the contract work. The supervisor will not be replaced without written notice to the Project Manager except under extraordinary circumstances. The supervisor will be the Contractor's representative at the site and shall have authority to act on behalf of the Contractor. All communications given to the supervisor shall be as binding as if given to the Contractor. Page 70 of 126 Packet Pg. 140 2.4.a a. Any supervisor who repeatedly fails to follow the Project Manager's written or oral orders, directions, instructions, or determinations, or who has proven to be incompetent, careless, or negligent shall be subject to removal from the Work site. Upon the written request of the Project Manager or the Contract Administrator, the Contractor shall immediately remove such supervisor and name a replacement in writing. 6.3.3 The Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform the Work as required by the Detailed Scope of Work The Contractor shall at all times maintain good discipline and order at the site. 6.3.4 Non-compliance with the Project Manager's request to remove and replace personnel at any level shall be grounds for terminating the Contract under the terms of Article 13. 6.3.5 The Contractor shall be fully responsible to the City for the acts or omissions of its employees, agents, Subcontractors, Sub -Subcontractors, suppliers, and their agents and employees, and all other persons who are to perform any of the Work. 6.3.6 The Contractor may not assign any portion of this Contract without the City's prior written consent. 6.4 Labor, Materials, and Equipment 6.4.1 The Contractor shall furnish all materials, equipment, labor, transportation, equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, and sanitary facilities and all other facilities and incidentals necessary for the execution, testing, initial operation and completion of the Work. 6.4.2 All materials and equipment shall be of good quality and new, except as otherwise provided in the Detailed Scope of Work. If required by the Project Manager, the Contractor shall furnish satisfactory evidence (including reports or required tests) as to the kind and quality of materials and equipment. 6.4.3 All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturer, fabricator, supplier or distributor, except as otherwise provided in the Contract Documents. 6.4.4 For equipment and materials that are permanently incorporated in the Work, the Contractor will provide to the Project Manager all Owners Manuals and Operating Instructions furnished by the equipment or material manufacturer. Page 71 of 126 Packet Pg. 141 2.4.a 6.5 Equivalent Materials and Equipment, "or Equal" 6.5.1 Whenever materials or equipment are specified or described in the Detailed Scope of Work, Drawings, Construction Task Catalog° or Specifications by using the name of a proprietary item or the name of a particular manufacturer, fabricator, supplier or distributor, the naming of the item is intended to establish the type, function, and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or equipment of other manufacturers, fabricators, suppliers or distributors may be accepted by the Project Manager if sufficient information is submitted by the Contractor to allow the Project Manager to determine that the material or equipment proposed is equivalent to that named. The procedure for review by the Project Manager will be as set forth in Section 6.5.2 below as supplemented in the General Requirements. 6.5.2 Requests for review of substitute items of material and equipment will not be accepted by the Project Manager from anyone other than the Contractor. If the Contractor wishes to furnish or use a substitute item of material or equipment, the Contractor shall make written application to the Project Manager for acceptance thereof, certifying that the proposed substitute will perform adequately the functions called for by the general design, be similar and of equal substance to that specified, and be suited to the same use and capable of performing the same function as that specified. The application will state whether or not acceptance of the substitute for use in the Work will require a change in the Drawings or Specifications to adapt the design to the substitute and whether or not incorporation or use of the substitute in connection with the Work is subject to payment of any license fee or royalty. All variations of the proposed substitute from that specified shall be identified in the application and available maintenance, repair and replacement service will be indicated. The application will also contain an itemized estimate of all costs that will result directly or indirectly from acceptance of such substitute, including costs of redesign and claims of other contractors affected by the resulting change, all of which shall be considered by the Project Manager in evaluating the proposed substitute. The Project Manager may require the Contractor to furnish at the Contractor's expense additional data about the proposed substitute. The Project Manager will be the sole judge of acceptability, and no substitute will be ordered or installed without the Project Manager's prior written acceptance. The City may require the Contractor to furnish at the Contractor's expense a special performance guarantee or other surety with respect to any substitute. 6.6 Disposal of Demolished Materials 6.6.1 Waste material is defined as all material from demolition or other source that is unsuitable to, or in excess of, the needs of the Work or material that is designated for removal and disposal off of City property. All waste materials shall become the property of the Contractor. Materials containing substances classified as hazardous, potentially hazardous, infectious, toxic, or dangerous under applicable Local, State and/or Federal regulations shall be handled and disposed of as directed by applicable regulations, the Detailed Scope of Work and/or the Contract Documents. Page 72 of 126 Packet Pg. 142 2.4.a Proof of proper disposal of substances classified as hazardous, potentially hazardous, infectious, toxic, or dangerous is required by the City. 6.6.2 The Contractor is solely responsible for the lawful managing and disposal of waste material and shall indemnify, defend and hold the City harmless from all liability, damages, claims, lawsuits, penalties and expenses, whether direct, indirect or consequential including but not limited to attorney's and consultant's fees and other expenses of litigation or arbitration arising from or in any way connected with, the demolition, removal or disposal of materials, except as specified for hazardous materials. 6.6.3 The value of waste materials, if any, shall be reflected in the total Job Order price 6.6.4 During the course of the Work, if the Contractor encounters site materials that it believes may be hazardous, potentially hazardous, infectious, toxic, or dangerous, the Contractor will immediately notify the Project Manager and the Contract Administrator. 6.6.5 The City will retain title to all hazardous waste presently on -site encountered during demolition and removal. This does not include hazardous materials generated by the Contractor, such as used motor oils, lubricants, cleaners, etc. The Contractor shall dispose of such hazardous waste according to the Detailed Scope of Work and the Contract Documents, following local, State, and Federal regulations. The City of Edmonds will be shown as the hazardous waste generator and will sign all hazardous waste shipment manifests for non -contractor generated hazardous wastes. Nothing contained within these Contract Documents shall be construed or interpreted as requiring the Contractor to assume the status of the City or generator of hazardous waste substances for non -contractor generated hazardous wastes. 6.6.6 The Contractor shall follow all Environmental Protection Agency (EPA) and all other regulations regarding reporting the disposal of all materials. 6.7 Subcontractors and Sub -Subcontractors 6.7.1 Mandatory Criteria: As required by RCW 39.06.020 and 39.04.350(1), all subcontractors must satisfy all of the following criteria: • At the time of bid submittal, have a certificate of registration in compliance with Chapter 18.27 RCW; • Have a current state unified business identifier number; • If applicable, have Industrial Insurance coverage for the bidder's employees working in Washington as required in Title 51 RCW; an Employment Security Department number as required in Title 50 RCW; and a state excise tax registration number as required in Title 82 RCW; and • Not be disqualified from bidding on any public works contract under RCW 39.06.010 or 39.12.065(3). Page 73 of 126 Packet Pg. 143 2.4.a • If bidding on a public works project subject to the apprenticeship utilization requirements in RCW 39.04.320, not have been found out of compliance by the Washington State Apprenticeship and Training Council for working apprentices out of ratio, without appropriate supervision, or outside their approved work processes as outlined in their standards of apprenticeship under Chapter 49.04 RCW for the one-year period immediately preceding the date of the bid solicitation; and 6.7.2 The Contractor shall not employ any Subcontractor or other person or organization (including those who are to furnish the principal items of materials or equipment), whether initially or as a substitute, against whom the Project Manager may have reasonable objection. Acceptance of any Subcontractor, other person or organization by the City or the Project Manager shall not constitute a waiver of any right of the City to reject defective Work. If the City after due investigation has reasonable objection to any Subcontractor other person or organization proposed by the Contractor after the issuance of the Job Order, the Contractor shall submit an acceptable substitute. The Contractor shall not be required to employ any Subcontractor, other person or organization against whom the Contractor has reasonable objection. 6.7.3 The Contractor shall be fully responsible for all acts and omissions of its Subcontractors and of persons and organizations directly or indirectly employed by them and of persons and organizations for whose acts any of them may be liable to the same extent that the Contractor is responsible for the acts and omissions of persons directly employed by the Contractor. Nothing in the Contract Documents shall create any contractual relationship between the City or any contractor or other person or organization having a direct contract with the Contractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any contractor or other person or organization, except as may otherwise be required by law. The City may furnish to any Subcontractor or other person or organization, to the extent practicable, evidence of amounts paid to the Contractor on account of specific Work done. 6.7.4 All Work performed for the Contractor by a Subcontractor will be pursuant to an appropriate agreement between the Contractor and the Subcontractor which specifically binds the Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of the City. The City reserves the right to obtain copies of any Subcontractor and supplier agreements at any tier from the Contractor. 6.7.5 The Contractor will pay Subcontractors, in accordance with its contractual obligations to such parties, all the amounts the Contractor has received from the City on account of their work. The Contractor will impose similar requirements on Subcontractors to pay those parties with whom they have contracted. 6.8 Patent Fees and Royalties 6.8.1 The Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any Page 74 of 126 Packet Pg. 144 2.4.a invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Detailed Scope of Work for use in the performance of the Work and if to the actual knowledge of the City its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by the City in the Job Order. The Contractor shall indemnify and hold harmless the City and anyone directly or indirectly employed by either of them from and against all claims, damages, losses and expenses (including attorneys' fees) arising out of any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Detailed Scope of Work, and shall defend all such claims in connection with any alleged infringement of such rights. 6.9 Laws and Regulations 6.9.1 The Contractor shall give all notices and comply with all laws, ordinances, rules, and regulations applicable to the Work. If the Contractor observes that the Specifications or Drawings are at variance therewith, the Contractor shall give the Project Manager prompt written notice thereof, and any necessary changes shall be adjusted by an appropriate modification. If the Contractor performs any Work knowing or having reason to know that it is contrary to such laws, ordinances, rules and regulations, and without such notice to the Project Manager, the Contractor shall bear all costs arising therefrom; however, it shall not be the Contractor's primary responsibility to make certain that the Detailed Scope of Work, Specifications and Drawings are in accordance with such laws, ordinances, rules and regulations. 6.10 Taxes 6.10.1 The Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid in accordance with the law of the State of Washington. All taxes are considered to be included in the Adjustment Factors. 6.11 Use of Premises 6.11.1 The Contractor shall confine equipment, the storage of materials and equipment and the operations of workmen to areas permitted by the City, and shall not unreasonably encumber the premises with equipment or other materials. 6.11.2 During the progress of the Work, the Contractor shall keep the premises free from accumulations of waste materials, rubbish, and other debris resulting from the Work. At the completion of the Work, the Contractor will remove all waste materials, rubbish, and debris from and about the premises as well as all tools, appliances, equipment and machinery, and surplus materials. The Contractor will leave the site clean and ready for occupancy by the City and restore to original condition any portions of the site not designated for alteration by the Detailed Scope of Work. Page 75 of 126 Packet Pg. 145 2.4.a 6.11.3 The Contractor will not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor will the Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.12 Record Documents 6.12.1 The Contractor shall keep one (1) record copy of all Specifications, Drawings, Addenda, modifications, Shop Drawings and samples at the site, in good order and annotated to show all changes made during the construction process. These will be available to the Project Manager and the Contract Administrator for examination and shall be delivered to the Project Manager for the City upon completion of the Work before final payment is made. 6.13 Safety and Protection 6.13.1 The Contractor will be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. The Contractor shall take all necessary precautions for the safety of, and provide the necessary protection to prevent damage, injury or loss to: a. All employees on the Work and other persons who may be affected thereby; b. All the Work and all materials or equipment to be incorporated therein, whether in storage on or off the site; and c. Other property at the site or adjacent thereto, including vegetation, walks, pavements, roadways, structures, and utilities not designated for removal, relocation or replacement in the course of construction. It will be the Contractor's responsibility to protect the Work and repair any damages to the Work until after Final Acceptance, as defined in Article 12, has been achieved. 6.13.2 The Contractor will comply with all applicable laws, ordinances, rules, regulations, and orders of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss; and will erect and maintain all necessary safeguards for such safety and protection. The Contractor will notify owners of adjacent property and utilities when prosecution of the Work may affect them. All damage, injury or loss to any property caused, directly or indirectly, in whole or in part, by the Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, shall be remedied by the Contractor (except damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of the City or the Project Manager or anyone employed by either of them or anyone for whose acts either of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of the Contractor). The Contractor's duties and responsibilities for the safety and protection of the Work will continue until such time as all the Work is completed and the Project Manager has issued a notice to the Contractor in accordance with these General Conditions that the Work is acceptable. Page 76 of 126 Packet Pg. 146 2.4.a 6.13.3 The Contractor shall designate a responsible member of its organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's supervisor unless otherwise designated in writing by the Contractor to the City. 6.14 Emergencies 6.14.1 In emergencies affecting the safety or protection of persons, Work or property at the site or adjacent thereto, the Contractor, without special instruction or authorization from the Project Manager, is obligated to act to prevent threatened damage, injury or loss. The Contractor will give the Project Manager and the Contract Administrator prompt written notice of any significant changes in the Work or deviations from the Detailed Scope of Work caused thereby. 6.15 Shop Drawings and Samples 6.15.1 After checking and verifying all field measurements, the Contractor will submit Shop Drawings to the Project Manager for review and approval, as specified in the Job Order. The data shown on the Shop Drawings will be complete with respect to dimensions, design criteria, materials of construction and like information to enable the Project Manager to review the information as required. 6.15.2 The Contractor will promptly submit to the Project Manager for review and approval all samples required by the Job Order. All samples will have been checked by and stamped with the approval of the Contractor, identified clearly as to material, manufacturer, any pertinent catalog numbers, and the use for which intended. 6.15.3 At the time of sample and drawings submissions, any identified deviations from the Detailed Scope of Work will be called, in writing, to the Project Manager's attention. 6.15.4 The Project Manager will review Shop Drawings and samples within fifteen (15) days, but the Project Manager's review and approval shall be only for conformance with the design concept of the Project and for compliance with the information given in the Detailed Scope of Work and will not extend to means, methods, sequences, techniques, or procedures of construction or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. The Contractor will make any corrections required by the Project Manager and return the required number of corrected copies of Shop Drawings and resubmit new samples for review and approval. The Contractor will direct specific attention in writing to revisions other than the corrections called for by the Project Manager on previous submittals. The Contractor's stamp of approval on any Shop Drawing or sample shall constitute a representation to the City and the Project Manager that the Contractor has either determined and Page 77 of 126 Packet Pg. 147 2.4.a verified all quantities, dimensions, field construction criteria, materials, catalog numbers, and similar data or assumes full responsibility for doing so, and that the Contractor has reviewed or coordinated each Shop Drawing or sample with the requirements of the Detailed Scope of Work and the Contract Documents. 6.15.5 Where a Shop Drawing or sample is required by the Job Order, no related Work shall be commenced until the submittal has been reviewed and approved by the Project Manager. 6.16 Continuing the Work 6.16.1 The Contractor shall carry on the Work and maintain the progress schedule during all disputes or disagreements with the City. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as the Contractor and the City may otherwise agree in writing. 6.17 Warranties 6.17.1 All Work will be of good quality, free from fault or defect, and in strict accordance with the requirements of the Detailed Scope of Work. Any Work not conforming to the foregoing warranty, including unapproved or unauthorized substitutions, shall be considered defective. 6.17.2 All Subcontractors', Sub -Subcontractors', manufacturers', and Suppliers' warranties and guarantees, expressed or implied, respecting any part of the Work and all materials used therein shall be obtained and enforced by the Contractor for the benefit of the City without the necessity of separate transfer or assignment thereof. When directed by the Project Manager or required by the Contract Documents, the Contractor shall require that Subcontractors, Sub -Subcontractors, manufacturers, and Suppliers execute separate warranties and guarantees in writing directly to the City. Warranty provisions which purport to limit or alter the City's rights under the Contract Documents are null and void. 6.17.3 The Contractor warrants that title to all Work, materials, and equipment covered by a request for a progress payment or final payment will pass to the City either by incorporation in the Work or upon the receipt of payment by the Contractor, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances. The Contractor further warrants that no Work, materials, or equipment covered by a request for a progress payment or final payment will have been acquired by the Contractor, or by any other person performing Work at the project site or furnishing materials and equipment for the project, which Work, materials, or equipment are subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller of the same or is otherwise imposed by the Contractor or other person. Page 78 of 126 Packet Pg. 148 2.4.a 6.18 Not Used 6.19 Progress Schedule 6.19.1 Within ten (10) days after the effective date of the Notice to Proceed and prior to start of Work unless otherwise specified in the Job Order, the Contractor will prepare and submit a Progress Schedule in a form satisfactory to the Project Manager. Failure to submit a proposed Progress Schedule within the allowed time will not constitute grounds for an extension of the Job Order Completion Time. 6.19.2 The Progress Schedule will consist of a network analysis of the Critical Path Method (CPM) in arrow diagram form showing an activity description, cost, and calendar day duration for all significant design, manufacturing, construction, and installation activities. An activity list will be included with each copy of the Progress Schedule. 6.19.3 Within thirty (30) calendar days after receipt, the City will review, add comments, and return three (3) copies of the Progress Schedule to the Contractor. Review by the City of the proposed Progress Schedule does not constitute an approval of the Contractor's construction means, methods, sequences, or schedule. 6.19.4 The Progress Schedule shall outline the proposed operations, the interrelations of the various operations, and the order of performance in sufficient detail that progress of the Work can be evaluated accurately at any time during the performance of the Work. If abbreviations are used in the make-up of the Progress Schedule, a legend is to be provided to define all abbreviations. 6.19.5 If milestone completions are required by the Job Order, then those milestones are to be clearly defined on the Progress Schedule. 6.19.6 Should it become evident that the Contractor may fail to meet the scheduled dates as shown, the Project Manager may require the Contractor to submit a recovery schedule demonstrating its proposed plan to make up lag in scheduled progress and to ensure completion of the Work within the Job Order Completion Time. The Contractor, upon request, will be required at the Contractor's own expense to submit a revised Progress Schedule and to increase the Contractor's work force and working hours (second and third shifts) as required to bring the actual completion dates of the activities into conformance with the Progress Schedule. Further, the Contractor will submit a revised Progress Schedule at no cost to the City when, in the opinion of the Project Manager, the Contractor's sequence of Work varies significantly from that shown on the Progress Schedule. The City reserves the right to withhold progress payments until such time as an approved modified Progress Schedule in a form satisfactory to the Project Manager has been provided by the Contractor. Page 79 of 126 Packet Pg. 149 2.4.a 6.19.7 Failure of the Contractor to substantially comply with the requirements of this section may be considered grounds for a determination by the City that the Contractor is failing to prosecute the Work with such diligence as will ensure its completion within the time specified, and to take whatever action the City deems necessary and appropriate under the terms of the Contract Documents. 6.20 On -Site Documents 6.20.1 The Contractor is to maintain at the Project site, in good order for ready reference by the Project Manager, one (1) complete record copy of the Detailed Scope of Work, including changes in the Work, Field Orders, and all working drawings, Progress Schedule, and other approved submittals. 6.20.2 The Job Order record drawings are to be marked to truly record all changes made during construction, i.e., the "as -built" conditions. The Project's record drawings are to be updated on a weekly basis and before elements of the Work are covered or hidden from view. After the completion of the Work or portions of the Work and before requesting final inspection, the record copy of the Drawings will be given to the Project Manager. 6.21 Working Drawings, Product Data, Samples, and Other Submittals 6.21.1 The Contractor will review and submit all working drawings, product data, samples and other items required to be submitted to the City accompanied by a "shop drawing multi -transmittal" form. Such submittals will be given to the City in a complete and final form at least thirty (30) days prior to any Contractor need for review response or such other longer time that may be needed to allow time for detailed review by the City or others. The Contractor should allow sufficient time for the possibility of rejection of the submittal, needed revisions, and resubmittal review time. 6.21.2 By submitting working drawings, product data, and samples, the Contractor represents that it has determined and verified all materials, field measurements, and related field construction criteria are in accordance with the Detailed Scope of Work, and that the Contractor has checked and coordinated the information contained within the submittal with the requirements of the Detailed Scope of Work. The costs incurred by the City to review resubmitted working drawings, product data, and samples may be offset from any monies due the Contractor when the Contractor has failed to comply with this Subsection. 6.21.3 Review and approval by the City of the Contractor's working drawings, product data, or samples does not relieve the Contractor of responsibility for the accuracy of dimensions and details. Likewise, any review and comments do not relieve the contractor from complying with every requirement of the Job Order drawings and specifications unless the Contractor has called written attention to any deviations contained in the submittal and these deviations have been reviewed and accepted. By omission of any feature, capability, or part of any item submitted, the Page 80 of 126 Packet Pg. 150 2.4.a Contractor implies that these missing features, capabilities, or parts will be furnished exactly as required by the Job Order documents. Review and approval shall not constitute acceptance by the City of the correctness or adequacy of such submittals, nor shall it constitute a representation or warranty by the City that the drawings will satisfy the requirements of the Job Order. The review of a specific item shall not indicate approval of an assembly in which the item functions. The City's review or approval of a submittal shall not relieve the Contractor from responsibility for errors or omissions in the submittals. 6.21.4 Any Work delayed by reason of a properly rejected submittal is deemed to be entirely the Contractor's risk and will not be the basis for a claim by the Contractor for additional compensation or an extension of Job Order Completion Time. Drawings marked "subject to change" or the like will not be reviewed. The City is not required to review submittals that depend for their review on other submittals not yet submitted. 6.21.5 When resubmitting a submittal, the Contractor is to direct specific attention, in writing or on the resubmittal itself, to all revisions it has made. 6.21.6 No portion of the Work requiring submittal of a working drawing, product data, or sample is to be commenced until the submittal has been approved by the City as provided in these General Conditions. All portions of the Work involving submittals shall be performed in accordance with the approved submittals. 6.21.7 As -Built Drawings: If the Contractor is provided, or prepares, drawings as part of the N Detailed Scope of Work, then as the Detailed Scope of Work progresses the Contractor shall keep a complete and accurate record of changes to, and deviations from, such drawings. The As -Built Drawings will be created in the same medium g (paper, electronic) in which they were originally prepared. N 6.22 Cutting, Fitting and Patching of Work 0 0. ° a 6.22.1 The Contractor will be responsible for all cutting, fitting, patching, or such L 0 other altering as may be required to complete the Work, or to make its several parts fit together properly. 6.22.2 The Contractor will not damage or endanger any portion of the Work, other work of the City, or that of any separate contractor(s) by cutting, fitting, patching or other E altering of any work, or by excavation. The Contractor will not alter any of the work of the City or any separate contractor without written authorization from the City. a 6.23 Inspection of the Work 6.23.1 The Project Manager or authorized representative shall have the right but not the obligation to inspect the Work, and to reject and refuse all labor and materials or methods of application, or any part thereof, which does not comply in kind, quality or material with the requirements of the Detailed Scope of Work. Any labor or material rejected, as not conforming to the Contract Documents shall be promptly removed. Labor and materials which do so conform will be furnished and Page 81 of 126 Packet Pg. 151 2.4.a delivered in place thereof; and if the Contractor refuses or neglects to remove such rejected material or to rebuild any such rejected Work, or otherwise correct the defects as the Project Manager directs, the City may obtain, use and employ materials, labor, tools, and implements to do the same and the expense thereof will be deducted from moneys which may otherwise be due or become due to the Contractor. 6.24 Uncovering of Work 6.24.1 If any portion of the Work should be covered prior to inspection called for by law or as required by the Contract Documents, the Contractor will, upon request of the Project Manager, uncover or remove the Work for inspection by the Project Manager or other governmental representatives, and replace the Work to the standard required by the Detailed Scope of Work, all at the Contractor's expense. 6.24.2 If any other portion of the Work has been covered or completed, the Contractor will, upon the request of the Project Manager, remove or uncover such Work for the Project Manager's observation. The Contractor will subsequently restore that portion of the Work to the standard required by the Detailed Scope of Work at no additional costs to the City. 6.25 Correction of Work 6.25.1 The Contractor will, at no additional expense to the City, promptly correct all Work which is defective or otherwise fails to conform to the requirements of the Detailed Scope of Work. Such Work is to be corrected even though it was previously inspected by the City, payment for it was included in a progress payment, whether or not it was completed, and whether or not it was observed before or after the date of Substantial Completion. 6.25.2 If, within one (1) year after Substantial Completion of the Work or within such longer period of time as may be prescribed by law or by the terms of any applicable additional warranty required by the Job Order, any of the Work is found to be defective or otherwise not in conformance with the Detailed Scope of Work, the Contractor will, at its cost, promptly correct such defective or non- conforming Work after receipt of written notice from the City. The obligation of this subsection shall survive termination of the Contract. 6.25.3 If the Contractor refuses or neglects to correct the defects as directed by the Project Manager, the City may obtain, use, and employ materials, labor, tools and implements to do the same and the expense thereof shall be deducted from moneys which may otherwise be due or become due to the Contractor or the City. If the Contractor fails to promptly correct defective or non -conforming Work, the City may correct it as provided in section 6.25, or may terminate this Contract. 6.25.4 Work corrected by the Contractor pursuant to section 6.25 will also be subject to the provisions of this section to the same extent as Work originally performed and for an additional one-year period commencing upon City acceptance of corrected work. Page 82 of 126 Packet Pg. 152 2.4.a 6.25.5 Nothing contained in this section is to be construed to establish a period of limitation with respect to any other obligation imposed on the Contractor by the Contract Documents or law, including the obligations imposed by section 6.17. The establishment of the time period of one year after the date of Final Completion or such longer period of time as may be prescribed by law or by the terms of any warranty required by the Job Order relates only to the specific obligation of the Contractor to correct defective or non -conforming Work, and bears no relationship to the time within which the Contractor's obligation to comply with the Job Order may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to obligations imposed on it by the Contract Documents or as otherwise may exist in law. 6.25.6 The City may, at its sole option, elect to retain defective or nonconforming Work In such case, the Contractor will reduce the Job Order Price in a reasonable amount to account for such defect or non-conformance. 6.26 Responsibility for Work 6.26.1 All Work performed under the Contract and all materials to be incorporated in the Work, whether in storage or on the Project site and whether under the care, custody and control of the Contractor, Subcontractor, or Sub -Subcontractor, shall be at the sole risk of loss and responsibility of the Contractor until Final Completion of the entire Project, except as may be limited by the Project Manager in writing for the period following Substantial Completion of the Work or designated portion thereof as provided in section 12.4. Damage from any cause to either permanent or temporary Work, utilities, materials, equipment, existing structures, the Project site, and other property owned by the City or others, shall be repaired by the Contractor to the satisfaction of the Project Manager at no additional cost to the City. At no time during the execution of this Contract shall the Contractor direct City staff or City agents to assist in the execution of the Work. 6.27 Hazardous Materials 6.27.1 The Contractor will comply with WAC 296-901 Global Harmonized System for Hazard Communication; and provide proper communications with personnel to prevent injury or illness. 6.27.2 The Contractor will take the following precautions to lessen the possibility of exposure to any hazardous material(s): • Notify all Subcontractors and/or suppliers of any Hazardous Materials that may be on site; • Label any Hazardous Materials brought on site as to contents, hazard warning, name and address of manufacturer; • Provide the following written information to the Project Manager prior to commencement of Work: 1. A list of Hazardous Materials to be used during the construction phase of the Page 83 of 126 Packet Pg. 153 2.4.a Work along with appropriate Material Safety Data Sheets. 2. A list of any Hazardous Materials that have been incorporated into the Project and will remain on site, along with the Material Safety Data Sheets. 6.27.3 The Contractor is not to cause or permit any Hazardous Material(s), as defined herein, to be brought upon, kept, or used in or about the job site except to the extent such Hazardous Materials are necessary for the prosecution of the Work or are required pursuant to the Contract Documents. Removal of such Hazardous Materials will be undertaken within twenty-four (24) hours following the City's demand for such removal. Removal will be undertaken by the Contractor at its sole cost and expense and will be performed in accordance with all applicable laws. Any damage to the Work, the job site or any adjacent property resulting from the improper use, or any discharge or release of Hazardous Materials, will be remedied by the Contractor at its sole cost and expense, and in compliance with all applicable laws. The Contractor will immediately notify the City of any release or discharge of any Hazardous Materials on the job site. The Contractor will be responsible for making any and all disclosures required under applicable "Community Right -to -Know" laws. The Contractor will not clean or service any tools, equipment, vehicles, materials, or other items in such a manner as to cause a violation of any laws or regulations relating to Hazardous Materials. All residue and waste materials resulting from any such cleaning or servicing will be collected and moved from the job site in accordance with all applicable laws and regulations. The Contractor will immediately notify the City of any citations, orders, or warnings issued to or received by the Contractor, or of which the Contractor otherwise becomes aware, which relate to any Hazardous Materials on the job site. Without limiting any other indemnification provisions pursuant to law or specified in this Contract, the Contractor will indemnify, defend at the Contractor's sole cost with legal counsel approved by the City and hold the City harmless from and against any and all such claims, demands, losses, damages, disbursements, liabilities, obligations, fines, penalties, costs, and expenses in removing or remediating the effect of any Hazardous Materials on, under, from or about the job site, arising out of or relating to, directly or indirectly, the Contractor's failure to comply with any of the requirements of Section 6.27. 6.28 Clean-up 6.28.1 At all times, and as may specifically be requested by the Project Manager, the Contractor will clean-up and remove all refuse resulting from the Work in order that the Project site remains free from an accumulation of construction debris. Upon failure to do so within twenty-four (24) hours after request by the Project Manager, such clean-up Work may be done by the City and the cost be charged to the Contractor and deducted from the Job Order Price. 6.28.2 Upon completion of the Work and before final inspection, the Contractor will clean the entire Work premises occupied or used in connection with the Work of all rubbish, surplus and discarded materials, false work, temporary structures, equipment, and debris. The entire Work premises shall be left in a clean, neat, and Page 84 of 126 Packet Pg. 154 2.4.a presentable condition. The Contractor will not remove warning, regulatory, or guide signs prior to Final Completion except as requested by the Project Manager. 6.29 Protection of Work During Suspension 6.29.1 In preparation for and during any suspension of Work as provided in section 13.1, the Contractor will take every precaution to prevent damage to, or deterioration of, the Work. Except as provided elsewhere in the Job Order, the Contractor will be responsible for all damage or deterioration to the Work during the period of suspension and shall, at its sole expense, correct or restore the Work to a condition acceptable to the Project Manager prior to resuming Work. A suspension of Work will not relieve the Contractor of any of its responsibilities under the Job Order. 6.30 Notice and Detailed Breakdown of Claim 6.30.1 Notice. If unforeseen conditions or changes in the Work arise for which the Contractor believes an equitable adjustment in time or money or any other adjustment in Job Order Completion Time or Job Order Price is or will be due, the Contractor will give the City immediate oral notice followed by written notice within seven (7) calendar days of such event. In all events, notice must be given and the Project Manager's direction received prior to performing the Work which the Contractor believes entitles it to such adjustments. Notice must identify in detail the basis for the claim. The date such written notice is received by the City shall define the start of time for any purpose regarding the claim. 6.30.2 Detailed Breakdown. Within thirty (30) calendar days of the City's receipt of the written notice above, the Contractor is to provide the City with a written breakdown of all of the elements and sub elements of the claim detailing the increase in the Job Order Completion Time and/or Job Order Price being sought. 6.30.3 If the Contractor fails to satisfy the requirements of this section, the Contractor will be deemed to have waived all rights to assert the claim against the City. 6.30.4 Unless otherwise directed by the City, the Contractor shall continue performance under this Contract while matters in dispute are being resolved. 6.30.5 For Federally Funded Job Orders, the requirements in this Section 6.30 are in addition to any claim requirements in the Federal Contract Clauses. 6.31 Prerequisite to Suit No legal action against the City may be filed on account of a claim or other liability arising out of or related to Work unless: a. The requirements of section 6.30 have been complied with; and b. The lawsuit is filed and served on the City within one hundred eighty (180) days of the date of Substantial Completion. The Contractor's failure to strictly comply with all requirements of this section shall be a complete bar to any claims, suits, or causes of action against the City. Page 85 of 126 Packet Pg. 155 2.4.a For Federally Funded Job Orders, the requirements in this Section 6.31 are in addition to any claim requirements in the Federal Contract Clauses. 6.32 Indemnification 6.32.1 The Contractor shall defend, indemnify and hold harmless the City and its agents from all liability, claims, damages, losses and expenses, whether direct, indirect or consequential (including, but not limited to, attorneys' and consultants' fees and other expenses of litigation or arbitration) arising out of the performance of the Work, which is caused, or alleged to be caused, in whole or in part, by any negligent act or omission of the Contractor (which for the purposes of this Article 6.32 shall include the Contractor and all of its Subcontractors, Sub - Subcontractors, Suppliers, agents, any other person directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable); provided, however, that where such liability, claim, damage, loss or expense arises from the concurrent negligence of (1) the City or its agents, and (2) the Contractor, it is expressly agreed that the Contractor's obligations of indemnity under this section shall be effective only to the extent of the Contractor's negligence. Such obligations shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any person or entity described in this section. This section shall not be construed so as to require the Contractor to defend, indemnify, or hold harmless the City from such claims, damages, losses or expenses caused by or resulting from the sole negligence of the City or its agents. 6.32.2 In any and all claims against the City or its agents, the indemnification obligation of Article 6.32.1 above shall not be limited in any way to the extent of insurance coverage described in Articles 5.3 and 5.4 of the General Conditions, or by articles, which apply to insurance coverage, of the Supplementary Conditions, or by any limitation on the amount or type of damages, compensation benefits payable by or for the Contractor under applicable workers' compensation, benefit, or disability laws (including, but not limited to the Industrial Insurance laws, Title 51 of the Revised Code of Washington). The Contractor expressly waives any immunity the Contractor might have had under such laws with respect to the indemnities set forth in these General Conditions, and, by agreeing to enter this Contract, acknowledges that the foregoing waiver has been mutually negotiated by the parties. 6.32.3 For federally funded job orders, the following clause applies: No Federal Government Obligations to Third Parties (1) The City of Edmonds and the Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Recipient, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. Page 86 of 126 Packet Pg. 156 2.4.a (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. END ARTICLE 6 Page 87 of 126 Packet Pg. 157 2.4.a ARTICLE 7 ADDITIONAL WORK AND WORK BY OTHERS 7.1 Additional Work 7.1.1 The City may perform additional work related to the Project by itself or let other direct contracts which may contain General Conditions similar to these. The Contractor shall afford the other contractors who are parties to such direct contracts (or the City, if the City is performing the additional work with City employees) reasonable opportunity for the introduction and storage of materials and equipment and the execution of work, and shall properly connect and coordinate its Work with theirs. 7.1.2 If any part of the Contractor's Work depends for proper execution or results upon the work of any such other contractor or the City, the Contractor shall inspect and promptly report to the Project Manager in writing any patent or apparent defects or deficiencies in such other work that render it unsuitable for such proper execution and results. The Contractor's failure so to report will constitute an acceptance of the other work as fit and proper for integration with the Contractor's Work except for latent or non -apparent defects and deficiencies in the other work. 7.1.3 The Contractor will do all Work required to make its several parts come together properly and integrate with such other work. The Contractor will not endanger any work of others by otherwise altering their work and will only alter their work with written consent of the Project Manager and the others whose work will be affected 7.1.4 If the performance of additional work by other contractors or the City was not noted in the Detailed Scope of Work, written notice will be given to the Contractor prior to starting any such additional work. The City will coordinate and schedule any such additional Work not noted in the Detailed Scope of Work to avoid interference or conflict with ongoing or scheduled work by the Contractor. END ARTICLE 7 Page 88 of 126 Packet Pg. 158 2.4.a ARTICLE 8 CITY'S RESPONSIBILITIES 8.1 Authority of the Project Manager 8.1.1 A Project Manager's authority is specific to the Job Order to which he or she is assigned. 8.1.2 The Contract Administrator will exercise all authority of the Project Manager with respect to any and all Job Orders at any time. 8.1.3 The Contract Administrator will be the City's representative and shall administer all Contract Documents. With respect to a Job Order, Final Acceptance as provided for in Article 12 will be accomplished by the Project Manager. The Project Manager and the Contract Administrator have the authority to enforce all obligations imposed on the Contractor by the Contract Documents. 8.1.4 The Work will be performed in accordance with the Detailed Scope of Work and the Contract Documents. The Project Manager has the authority but not the obligation to reject Work that is defective or does not otherwise conform to the Detailed Scope of Work. 8.1.5 The Project Manager is not responsible for and will not have control or charge of the means, methods, techniques, sequences, or procedures of Work, or for safety precautions or programs incidental thereto, these being the sole responsibility of the Contractor. The Project Manager will not be responsible for or have any control or charge of the acts or omissions of the Contractor, Subcontractor, Sub - Subcontractor, Suppliers, or any of their agents or employees, or any other persons performing a portion of the Work. 8.1.6 The City will issue all communications to the Contractor through the Project Manager or the Contract Administrator, as determined. In case of termination of the employment of the Project Manager or the Contract Administrator, the City will appoint a replacement(s). 8.1 Administration of the Contract 8.2.1 Nothing in this Article or elsewhere in the Contract Documents shall be construed as requiring the Project Manager, the Contract Administrator, the Inspector, a consultant, or other representative of the City to direct or advise the Contractor as to the method or manner of performing the Work. No approval or advice given by the City as to the method or manner of performing the Work or procuring materials to be furnished will constitute a representation or warranty by the City that the result of such method or manner will conform to the Detailed Scope of Work or achieve the desired results. Such approval or advice will neither relieve the Contractor of any of its obligations under the Contract nor create any liability to the City on account of approval or advice. The Project Manager or the Inspectors may call to the attention of the Contractor defective Work or Work that does not conform otherwise to the Detailed Scope of Work. However, the failure of the Page 89 of 126 Packet Pg. 159 2.4.a Project Manager or the Inspectors to so inform the Contractor will not constitute approval or acceptance of such defective or non -conforming Work. 8.2.2 The presence of the Project Manager or the Inspector during the progress of any Work does not relieve the Contractor from responsibility for defects in the Work, nor does it bind the City in determining Final Completion of the Work. 8.2.3 Work done or material furnished which at any time is found not to conform to the requirements of the Contract Documents shall be at the Contractor's risk and expense and shall furnish no basis for an increase in the Contract Sum or Contract Time, even though the Project Manager or the Inspector fails to reject such Work or material. 8.3 City's Right to Carry Out Other Work The City reserves the right at all times to perform or cause to be performed other and additional work on or near the site of the Project. Should such other or additional work or City operations be either underway or subsequently undertaken at or near the Project, the the Contractor will coordinate its activities with those of all other work forces and conduct its activities to avoid or minimize any conflict between the operations of the Contractor and those persons performing the other or additional work or operations. 8.4 Officers and Employees of the City Have No Personal Liability Neither the elected officials, Project Manager, Contract Administrator, Inspector, nor any other officer, employee or agent of the City shall be personally liable to the Contractor for any of their acts or omissions arising out of the Project. 8.5 Gratuities The Contractor will not extend any loan, gratuity, or gift of money or services in any form whatsoever to any employee or officer of the City or City consultant, nor will the Contractor rent or purchase any equipment, materials, or services from any employee or officer of the City or any City consultant. 8.6 Service of Notices on the Contractor Any written notice required under the Contract Documents to be given to the Contractor may, at the option of the City, be served on the Contractor by personal service, electronic or facsimile transmission, mail, or private courier delivery to the last address provided in writing to the City Project Manager and the Contract Administrator. For the purpose of measuring time in determining the parties' rights and obligations with respect to notice given pursuant to the Job Order and Contract Documents (other than that given by personal service), notice is conclusively presumed to be received by the Contractor on the next business day following the City's electronic or facsimile transmittal placing the notice in the U.S. mail or delivering it to the private courier. END ARTICLE 8 Page 90 of 126 Packet Pg. 160 2.4.a ARTICLE 9 PROJECT MANAGER'S STATUS DURING WORK 9.1 City's Representative The Project Manager will be the City's representative for a Job Order. The Project Manager and the City's Contract Administrator will be identified to the Contractor prior to commencement of the Work. 9.2 Clarifications and Interpretations The Project Manager will issue with reasonable promptness such written clarifications or interpretations of the Detailed Scope of Work in the form of Drawings or otherwise as the Project Manager may determine necessary, which will be consistent with or reasonably inferable from the overall intent of the Detailed Scope of Work. If the Contractor believes that a written clarification or interpretation justifies an increase in the Job Order Price or Job Order Completion Time, the Contractor may make a claim as provided in Article 10. 9.3 Rejecting Defective Work The Project Manager will have authority to disapprove or reject Work which is defective, and will also have authority to require special inspection or testing of the Work, whether or not the Work is fabricated, installed or completed. 9.4 Not Used 9.5 Decisions on Disagreements 9.5.1 The Contract Administrator will be the initial interpreter of the Contract Documents while the Project Manager will be the initial interpreter of the requirements of the Job Order and judge of the acceptability of the Work. Additional disputes relating to the acceptability of the Work or the interpretation of the requirements of the Detailed Scope of Work or Contract Documents pertaining to the execution and progress of the Work shall be referred to the Contract Administrator in writing with a request for a formal decision in accordance with this section, which the Contract Administrator will render in writing within a reasonable time. Written notice of each such dispute shall be delivered by the claimant to the Contract Administrator within fifteen (15) calendar days of the occurrence after the event giving rise thereto, and written supporting data will be submitted to the Contract Administrator within forty-five (45) calendar days of such occurrence unless the Contract Administrator allows an additional period of time to ascertain more accurate data. 9.5.2 The rendering of a decision by the Contract Administrator pursuant to section 9.5.1 with respect to any such dispute (except any which have been waived by the making or acceptance of final payment as provided in section 12.8) will be a condition precedent to any exercise by the City or the Contractor of such rights or remedies as either may otherwise have under the Contract Documents or at law in respect of any such dispute. Page 91 of 126 Packet Pg. 161 2.4.a 9.6 Limitations on Project Manager's Responsibilities 9.6.1 Neither the Project Manager's authority to act under this Article 9 or elsewhere in the Contract Documents nor any decision made by the Project Manager in good faith either to exercise or not exercise such authority shall give rise to any duty or responsibility of the Project Manager to the Contractor, any Subcontractor, any manufacturer, fabricator, supplier or distributor, or any of their agents or employees or any other person performing any of the Work. 9.6.2 Whenever in the Contract Documents the terms "as ordered", "as directed", "as required", "as allowed" or terms of like effect or import are used, or the adjectives "reasonable", "suitable", "acceptable", "proper" or "satisfactory" or adjectives of like effect or import are used, to describe a requirement, direction, review or judgment of the Project Manager as to the Work, it is intended that such requirement, direction, review or judgment will be solely to evaluate the Work for compliance with the Contract Documents unless there is a specific statement indicating otherwise. The use of any such term or adjective never indicates that the Project Manager shall have authority to supervise or direct performance of the Work or authority to undertake responsibility contrary to the provisions of Sections 9.8.2 or 9.8.3. 9.6.3 The Project Manager will not be responsible for the Contractor's means, methods, techniques, sequences or procedures of Work, or the safety precautions and programs incident thereto, and the Project Manager will not be responsible for the Contractor's failure to perform the Work in accordance with the Detailed Scope of Work. 9.6.4 The Project Manager will not be responsible for the acts or omissions of the Contractor or of any Subcontractor, or of the agents or employees of the Contractor or any Subcontractor, or of any other persons at the site or otherwise performing any of the Work. 9.7 Not Used 9.8 Requests for Instruction 9.8.1 Due to the highly variable nature of the materials and facilities encountered within the site, the Contractor will require instructions from the Project Manager as new areas are uncovered or exposed by the Work in progress. In the event that the Contractor requests such instructions in order to comply with the Contract requirements, the Project Manager will provide the instructions in writing, within forty- eight (48) hours. During the 48-hour period, no additional payments will be made to the Contractor for equipment, labor, or any other item related to the request for instructions. 9.8.2 In addition, the requirements of the Detailed Scope of Work may be supplemented and minor variations and deviations in the work may be authorized, in one or more of the following ways: Page 92 of 126 Packet Pg. 162 2.4.a a. The Project Manager may authorize minor variations in the work from the requirements of the Detailed Scope of Work which do not involve an adjustment in the Job Order Price or Job Order Completion Time and are consistent with the overall intent of the Contract Documents. These may be accomplished by a Field Order and will be binding on the City, and also on the Contractor who shall perform the Work involved promptly. If the Contractor believes that a Field Order justifies an increase in the Job Order Price or an extension of the Job Order Completion Time and the parties are unable to agree as to the amount or extent thereof, the Contractor may make a claim as provided in Article 10. b. The Project Manager's approval of a Shop Drawing or sample. c. The Project Manager's written interpretation or clarification. END ARTICLE 9 Page 93 of 126 Packet Pg. 163 2.4.a ARTICLE 10 CHANGES IN THE WORK 10.1 Changes to Contract Documents Non -Job Order Specific Contract Documents. Modification of the following Contract Documents after the effective date of the Contract requires a Contract amendment signed by an authorized representative of the Contractor and an authorized representative of the City: Contract, General Conditions, Supplementary Conditions, RFP and addenda thereto, Contractor's Proposal, and the Construction Task Catalog°. Job -Order Specific Contract Documents. Modification of the following Contract Documents and requirements after the effective date of the Contract are to be signed by the Contract Administrator and the Project Manager: all Job Orders and Job -Order specific documents, including but not limited to the Detailed Scope of Work, Job Order Completion Time, Request for Proposal, Price Proposal, Job Order Proposal, Notice to Proceed, submittals, record documents, and all required close- out documentation and warranties. Any modification that increases/decreases the Job Order Price must be signed by the Contract Administrator. 10.2 Change Order and Supplemental Job Order Changes to the Contract may be accomplished after execution of the Contract and without invalidating the Contract. The City, without invalidating the Job Order, may order changes in the Work by altering, adding to, or deducting from the Work, by issuing a Supplemental Job Order. All Supplemental Job Orders shall be developed and priced in accordance with the Procedures for Developing All Job Orders. Credits for Pre -priced and Non-Prepriced Tasks shall be calculated at the pre-set Unit Prices and multiplied by the appropriate Adjustment Factors. The result is that a credit for Tasks that have been deleted from the Detailed Scope of Work will be given at 100% of the value at which they were included in the original Job Order Price Proposal. All such Work shall be executed under the applicable conditions of the Contract Documents. The Project Manager may authorize minor changes in the Work that do not change the Job Order price, which are consistent with the overall intent of the Detailed Scope of Work. These may be accomplished by a Field Order and shall be binding on the City, and also on the Contractor who shall perform the change promptly. Additional Work performed without authorization of a Supplemental Job Order will not entitle the Contractor to an increase in the Job Order Price or an extension of the Job Order Completion Time. Page 94 of 126 Packet Pg. 164 2.4.a The Contractor may request a Supplemental Job Order to reflect modifications to the Work resulting from unforeseen site conditions. If the Project Manager determines that such unforeseen site conditions require a modification of the Work, the Project Manager will prepare a Supplemental Job Order for execution by the Contract Administrator incorporating such modifications as necessary to proceed with and complete the Work. The Contractor shall be responsible for reallocation of its work force when work cannot be continued in an area due to unforeseen conditions. In no event will the City reimburse the Contractor for charges caused by delays unless prior written authorization is provided by the City. 10.3 Job Order Price The Job Order Price constitutes the total compensation subject to authorized adjustments payable to the Contractor for performing the Detailed Scope of work. All duties, responsibilities and obligations assigned to or undertaken by the Contractor shall be at its expense without change in the Job Order Price. Contractor Mobilization consists of preconstruction expenses and costs of preparatory work and operations performed by the Contractor that are not defined as a part of a payment item and are considered to be part of the Job Order Price. 10.4 Job Order Completion Time Any extension of Job Order Completion Time must have the written approval of the City and must conform to the procedures set forth herein. In event of delay in completion of the Work caused by acts of God, or public enemy, or another contractor in the performance of a contract with the City, or caused by fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or weather, the sole and exclusive remedy of the Contractor will be an equitable extension of time allowed for completion. Reasonable Delays. The Contractor should anticipate that some reasonable delays, including those caused by normal weather patterns, may occur. The Contractor shall not be entitled to any compensation, damages, or extension of the Contract Time for such reasonable delays. Excusable Delays. The Job Order Completion Time may be extended without compensation by the City for a period equivalent to the time that the Contractor was delayed in the Work by one or more of the following causes, beyond the control of the City and the Contractor, occurring during the performance of the Work: a. Fire or other casualty for which the Contractor is not at fault or otherwise responsible; b. Strike, riot, war, or civil disorder; c. Suspension of Work due to unusual and severe weather; d. Suspension of Work due to other unsuitable conditions in accordance with Article 13. Page 95 of 126 Packet Pg. 165 2.4.a Unreasonable Delays. Extensions of Job Order Completion Time, if any, will be determined by the Project Manager. Time extensions will be allowed only to the extent that completion of the Work is unreasonably delayed through no fault of the Contractor, which must in all cases unless otherwise determined by the Project Manager be substantiated by impact to the critical path on the Progress Schedule. Any extension of the Job Order Completion Time by the City will be set forth in writing, which shall specify the calendar days by which the Contract Time is to be increased. No extension of time shall be allowed for any claimed delay which is caused by or results from concurrent delay or the fault, negligence, or collusion of the Contractor or its Subcontractors, suppliers, or any others, or any of their acts or failure to act or to timely perform the Work according to the Contract. Failure to make timely submittals to the City, procure materials or workmen, or perform the Work in accordance with the requirements of the Detailed Scope of Work, or to adequately plan for such functions will not be an adequate reason for an extension of the Job Order Completion Time. In no event shall the Contractor be entitled to loss or damage, including a change in Job Order Price for any delay in the Contractor's prosecution of the Work, even if such delay is caused by the City, except to the extent such acts or omissions of the City result in a delay to the Project's critical path, in which case the Contractor may receive an adjustment to the Job Order Price and/or an extension of the Job Order Completion Time. Any request for such cost shall be established and documented by the Contractor in detail to the satisfaction of the Project Manager. If the Contractor fails to fully comply with section 6.30, its claim for an extension of the Job Order Completion Time or adjustment to the Job Order Price on account of such claimed delay is waived. The Job Order Completion Time may only be changed by the City. Any request for an extension in the Job Order Completion Time shall be based on written notice delivered to the Project Manager and the Contract Administrator within fifteen (15) days of the occurrence of the event giving rise to the request. All requests for adjustment in the Job Order Completion Time shall be determined by the Contract Administrator if the Project Manager and the Contractor cannot otherwise agree. Any change in the Job Order Completion Time resulting from any such request shall be incorporated in a Field Order. The Job Order Completion Time will be extended in an amount equal to time lost due to delays beyond the control of the Contractor if a request is made therefore as provided in this Article 10. All time limits stated in the Job Orders and the Contract Documents are of the essence of the Contract. The provisions of this Article 10 shall not exclude recovery for damages including compensation for additional professional services for delay by either party. END ARTICLE 10 Page 96 of 126 Packet Pg. 166 2.4.a ARTICLE 11 WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 11.1 Warranty and Guarantee The Contractor warrants and guarantees to the City that all Work will be in accordance with the Detailed Scope of Work and will not be defective. Prompt notice of all defects shall be given to the Contractor. All defective Work, whether or not in place, may be rejected, corrected or accepted as provided in (Article 13[sEc131. 11.2 Access to Work The Project Manager and the Project Manager's representatives, other representatives of the City, testing agencies and governmental agencies with jurisdictional interests will have access to the Work at reasonable times for their observation, inspection and testing. The Contractor shall provide proper and safe conditions for such access. 11.3 Tests and Inspections 11.3.1 The Contractor will give the Project Manager a minimum of seven (7) days' notice of readiness of the Work for all required inspections, tests or approvals. 11.3.2 If any law, ordinance, rule, regulation, code, or order of any public body having jurisdiction requires any Work or part thereof to specifically be inspected, tested or approved, the Contractor will assume full responsibility, pay all costs in connection, and furnish the Project Manager with the required certificates of inspection, testing or approval. The Contractor will also be responsible for and pay all costs in connection with any inspection or testing required in connection with the City's or the Project Manager's acceptance of a manufacturer, fabricator, supplier or distributor of materials or equipment proposed to be incorporated in the Work, or of materials or equipment submitted for approval prior to the Contractor's purchase thereof for incorporation in the Work. The cost of all other inspections, tests and approvals required by the Contract Documents shall be paid by the City unless otherwise specified. 11.3.3 All inspections, tests or approvals other than those required by law, ordinance, rule, regulation, code or order of any public body having jurisdiction will be performed by organizations acceptable to the City and the Contractor or by the Project Manager if so specified. 11.3.4 If any Work that is to be inspected, tested or approved is covered without written concurrence of the Project Manager, it must, if requested by the Project Manager, be uncovered for observation. Such uncovering shall be at the Contractor's expense unless the Page 97 of 126 Packet Pg. 167 2.4.a Contractor has given the Project Manager timely notice of the Contractor's intention to cover such Work and the Project Manager has not acted with reasonable promptness in response to such notice. 11.3.5 Neither observations by the Project Manager nor inspections, tests or approvals by others will relieve the Contractor from its obligations to perform the Work in accordance with the Detailed Scope of Work. 11.4 City May Stop the Work If the Work is defective, or the Contractor fails to supply sufficient skilled workmen or suitable materials or equipment, the City may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of the City to stop the Work will not give rise to any duty on the part of the City to exercise this right for the benefit of the Contractor or any other party. 11.5 Correction or Removal of Defective Work If required by the Project Manager, the Contractor shall promptly, without cost to the City and as specified by the Project Manager, either correct any defective Work, whether or not fabricated, installed or completed, or, if the Work has been rejected by the Project Manager, remove it from the site and replace it with non -defective Work. 11.6 Acceptance of Defective Work If, instead of requiring correction or removal and replacement of defective Work, the City prefers to accept it, the City may do so. In such case, if acceptance occurs prior to the Project Manager's recommendation of final payment, a Supplemental Job Order shall be issued incorporating the necessary revisions in the Detailed Scope of Work, including appropriate reduction in the Price; or, if the acceptance occurs after such recommendation, an appropriate amount shall be paid by the Contractor to the City. 11.7 City May Correct Defective Work If the Contractor fails within a reasonable time after written notice of the Project Manager to proceed to correct and to correct defective Work or to remove and replace rejected Work as required by the Project Manager in accordance with section 11.5, or if the Contractor fails to perform the Work in accordance with the Contract Documents (including any requirements of the progress schedule), the City may, after seven (7) days' written notice to the Contractor, correct and remedy any such deficiency. In exercising its rights under this section the City shall proceed expeditiously. To the extent necessary to complete corrective and remedial action, the City may exclude the Contractor from all or part of the site, take possession of all or part of the Work, and suspend the Contractor's services related thereto, take possession of the Contractor's tools, appliances, equipment and machinery at the site and incorporate in the Work all materials and equipment stored at the site or for which the City has paid the Contractor but which are stored elsewhere. The Page 98 of 126 Packet Pg. 168 2.4.a Contractor shall allow the City and the City's representatives, agents and employees such access to the site as may be necessary to enable the City to exercise its rights under this Section. All direct and indirect costs of the City in exercising such rights shall be charged against the Contractor in an amount verified by the Project Manager, and a Supplemental Job Order shall be issued incorporating the necessary revisions in the Detailed Scope of Work and a reduction in the Job Order Price. Such direct and indirect costs shall include, in particular but without limitation, compensation for additional professional services required and all costs of repair and replacement of work of others destroyed or damaged by correction, removal or replacement of the Contractor's defective Work. The Contractor shall not be allowed an extension of the Job Order Completion Time because of any delay in performance of the Work attributable to the exercise by the City of the City's rights hereunder. END ARTICLE 11 Page 99 of 126 Packet Pg. 169 2.4.a ARTICLE 12 PAYMENTS TO CONTRACTOR AND COMPLETION 12.1 Application for Progress Payment Unless otherwise specified in the General Requirements, the Contractor will submit Applications for Payment & Invoices to the Contract Administrator for review and approval following completion of each Job Order. Under no circumstances will the City pay Job Order Invoices more often than once a month. The Payment Application shall be accompanied by such supporting documentation as is required by the Contract Documents and also as the Contract Administrator reasonably requires. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the site or at another location agreed to in writing, the Invoice shall also be accompanied by such data, satisfactory to the City, as will establish the City's title to the material and equipment and protect the City's interest therein, including applicable insurance. 12.2 Contractor's Warranty of Title The Contractor warrants and guarantees that title to all Work, materials and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to the City at the time of payment free and clear of all liens, claims, security interests and encumbrances (hereafter in these General Conditions referred to as "Liens"). 12.3 Review of Applications for Progress Payment 12.3.1 The Contractor Administrator and the Project Manager will, within ten (10) days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the Invoice for payment, or return the Invoice to the Contractor indicating in writing reasons for refusing to recommend payment. In the latter case, the Contractor may make the necessary corrections and resubmit the Application. Within thirty (30) days of receipt of a correct Invoice and with the Contract Administrator's and the Project Manager's recommendations, pay the Contractor the invoiced amount. 12.3.2 Not Used 12.3.3 Not Used 12.3.4 The Project Manager may refuse to recommend the whole or any part of any payment if, in his/her opinion, it would be incorrect to make such representations to the City. He/she may also refuse to recommend any such payment, or, because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any such payment previously recommended to such extent as may be necessary in the Project Manager's opinion to protect the City from loss because: a. the Work is defective, or completed Work has been damaged requiring correction or replacement; b. written claims have been made against the City or Liens have been filed in connection with the Work; Page 100 of 126 Packet Pg. 170 2.4.a c. the Job Order Price has been reduced because of Supplemental Job Order(s); d. The City has been required to correct defective Work or complete the Work in accordance with section 11.7; e. of the Contractor's unsatisfactory prosecution of the Work in accordance with the Detailed Scope of Work; f. the Contractor's failure to make payment to a Subcontractor, or for labor, materials or equipment; or g. of quantity adjustment or correction. 12.4 Substantial Completion 12.4.1 When the Contractor considers the entire Work ready for its intended use, the Contractor will certify in writing to the Project Manager that the entire Work is substantially complete and request that the Project Manager issue a Certificate of Substantial Completion. Within a reasonable time thereafter, the Contractor and the Project Manager will make an inspection of the Work to determine the status of completion. If the Project Manager does not consider the Work substantially complete, the Project Manager will notify the Contractor in writing giving his/her reasons. If the Project Manager considers the Work substantially complete, the Project Manager will prepare a Certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative "punch list" of items to be completed or corrected before final payment. A copy of the Certificate of Substantial Completion shall be forwarded to the Contract Administrator. 12.4.2 The City has the right to exclude the Contractor from the Work after the date of Substantial Completion, but will allow the Contractor reasonable access to complete or correct items on the punch list. 12.5 Partial Utilization Use by the City of completed portions of the Work may be accomplished prior to Substantial Completion of all the Work subject to the following: a. The City at any time may request in writing to the Contractor to permit the City to use any part of the Work which is believed to be substantially complete and can be used without significant interference with the other parts of the Work. If the Contractor agrees, the Contractor will certify to the City and the Project Manager that said part of the Work is substantially complete and request the Project Manager to issue a Certificate of Substantial Completion for that part of the Work. Within a reasonable time the City, Contractor and Project Manager will make an inspection of that part of the Work to determine its status of completion. If the Project Manager does not consider that part of the Work to be substantially complete, the Project Manager will notify the Contractor in writing giving his/her reasons. If the Project Manager considers that part of the Work to be substantially complete, the Project Manager will execute and deliver to the Contractor a certificate to that effect, fixing the date of Substantial Completion as to that part of the Work, attaching a tentative list (punch list) of items to be completed or corrected before final payment. The City will have the right to exclude the Contractor from any part of the Work which the Project Manager has so certified to Page 101 of 126 Packet Pg. 171 2.4.a be substantially complete, but will allow the Contractor reasonable access to complete or correct items on the tentative list. b. In lieu of the issuance of a Certificate of Substantial Completion as to part of the Work, the City may take over operation of a facility constituting part of the Work whether or not it is substantially complete if such facility is functionally and separately usable; provided that prior to any such takeover, the City and the Contractor have agreed as to the division of responsibilities between the City and the Contractor for security, operation, safety, maintenance, correction period, heat, utilities and insurance with respect to such facility. 12.6 Final Inspection Upon written notice from Contractor that the Work is complete, the Project Manager will make a final inspection with the Contractor and will notify the Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. The Contractor shall immediately take such measures as are necessary to remedy such deficiencies. 12.7 Final Application for Payment At the time of submission of its Final Application for Payment, the Contractor shall, unless otherwise determined by the Contract Administrator, provide the following information: 12.7.1 an affidavit for the Contractor confirming that there are no claims, obligations or liens outstanding or unsatisfied for labor, services, material, equipment, taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect the City's interests; 12.7.2 a general release executed by the Contractor in a form acceptable to the City waiving, upon receipt of final payment by the Contractor, all claims, except those claims previously made in writing to the City and remaining unsettled at the time of final payment; 12.7.3 all operating manuals, warranties and other deliverables required by the Contract Documents; 12.7.4 if applicable, certified payrolls from the Contractor and all Subcontractors; 12.7.5 "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" from the Contractor and each Subcontractor filed with the City and the Department of Labor and Industries; and 12.7.6 Certification of Use or Deferred Sales Tax Paid or both, and if required by the City, other data establishing payment or satisfaction of obligations, including, but not limited to, receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the City. If a Subcontractor refuses to furnish a release or waiver required by the City, the Contractor may furnish a bond satisfactory to the City to indemnify the City against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the City all money that the City may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. Page 102 of 126 Packet Pg. 172 2.4.a 12.8 Final Payment and Acceptance 12.8.1 If, on the basis of the Project Manager's observation of the Work during construction and final inspection, and the Contract Administrator and Project Manager's review of the final Application for Payment and accompanying documentation, the Project Manager is satisfied that the Work has been completed and the Contractor has fulfilled all of its obligations with regard to construction of the Project, the Project Manager will indicate approval of final payment by signing such invoice. The Contract Administrator will sign the final invoice as well and submit for final payment. The Project Manager will give written notice to the Contractor that the Work is acceptable subject to the provisions of Section 12.9. Otherwise, the Contract Administrator will return the Payment Application to the Contractor, indicating in writing the reasons for refusing to recommend final payment, in which case the Contractor shall make the necessary corrections and resubmit the Application. If the Application and accompanying documentation are appropriate as to form and substance, the City will, within thirty (30) days after receipt, pay the Contractor. 12.8.2 Payment will be made to the Contractor only for those portions of the work that have been fully completed and accepted. 12.9 Contractor's Continuing Obligation The Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. Neither recommendation of any progress or final payment by Project Manager, nor the issuance of a Certificate of Substantial Completion, nor any payment by the City to the Contractor under the Contract Documents, nor any use or occupancy of the Work or any part thereof by the City, nor any act of acceptance by the City nor any failure to do so, nor the issuance of a notice of acceptability by the Project Manager pursuant to section 12.8, nor any correction of Defective Work by the City shall constitute an acceptance of Work not in accordance with the Contract Documents or a release of the Contractor's obligation to perform the Work in accordance with the Contract Documents. 12.10 Waiver of Claims The making and acceptance of final payment shall constitute the Contractor's waiver of all claims by the Contractor against the City other than those previously made in writing and still unsettled. END ARTICLE 12 Page 103 of 126 Packet Pg. 173 2.4.a ARTICLE 13 SUSPENSION OF WORK AND TERMINATION 13.1 Suspend the Work The City may, at any time and without cause, suspend the Work or any portion for a period of not more than thirty (30) calendar days with written notice to the Contractor. Notice will state the date when work will resume. The Contractor will resume the work on said date. The Contractor will be allowed an increase in the Job Order price or an extension of the Job Order completion time or both directly attributable to any suspension if it makes a claim as provided in Article 10 unless suspension of the Work is mutually agreed upon by the City and the Contractor. 13.2 City May Terminate 13.2.1 Upon the occurrence of any one or more of the following events of default: a. Contractor is adjudged bankrupt or insolvent; b. Contractor makes a general assignment for the benefit of creditors; c. a trustee or receiver is appointed for Contractor or for any of Contractor's property; d. Contractor files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws; e. Contractor repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment; f. Contractor repeatedly fails to make prompt payments to Subcontractor or for labor, materials or equipment; g. Contractor disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction; h. Contractor disregards the authority of Project Manager or Contract Administrator; i. Contractor refuses or fails to prosecute Job Orders or any separable part thereof, with the diligence that will ensure its completion within the Job Order Completion Time or any extension or fails to complete the work within this time; or j. Contractor otherwise violates in any substantial way any provisions of the Contract Documents, this includes without limitation breach of applicable Federal Contract Clauses in a Federally Funded Job Order. The City may, after giving the Contractor and its Surety sixty (60) days' written notice specifying the event of default, terminate the services of the Contractor, exclude the Contractor from the site, and take possession of the Work and of all the Contractor's tools, appliances, equipment and machinery at the site and use the same to the full extent they could be used by the Contractor (without liability to the Contractor for trespass or conversion), incorporate in the Work all materials and equipment stored at the site or for which the City has paid the Contractor but which are stored elsewhere, and finish the Work as the City may deem expedient. The City may complete the Work itself or with other contractors. The Contractor shall not be entitled to receive any further payment until the work is finished. If the unpaid balance of the Job Order Price exceeds the direct and indirect costs of completing Page 104 of 126 Packet Pg. 174 2.4.a the Work, including compensation for additional professional services, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor or its Surety shall pay the difference to the City. The Contractor and its sureties shall be liable for any other damage to the City resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. 13.2.2 Where the Contractor's services have been so terminated by the City, the termination will not affect any rights of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due the Contractor by the City will not release the Contractor from liability. 13.2.3 Upon seven (7) days written notice to the Contractor, the City may without cause and without prejudice to any other right or remedy elect to abandon the Work and terminate the Contract. The City will have all remedies in law and equity, including the right to specific performance (or injunction or other appropriate equitable remedy), without further assistance, and the rights to termination or suspension as provided herein. In such case, the Contractor shall be paid for all work completed and accepted as complete by the Project Manager. 13.2.4 Inasmuch as the Contractor can be adequately compensated by money damages for any breach of this Contract, which may be committed by the City, the Contractor expressly agrees that no default, act or omission of the City shall constitute a material breach of this Contract, entitling the Contractor to cancel or rescind the Contract (unless the City directs the Contractor to do so) or to suspend or abandon performance. 13.2.5 If there is a dispute regarding a Federally Funded Job Order, the parties will use the dispute resolution in the Federal Contract Clauses, if any. 13.2.6 Unless otherwise directed by the City, the Contractor shall continue performance under this Contract while matters in dispute are being resolved 13.3 Termination for Convenience 13.3.1 In addition to the City's other termination rights, the City may terminate the Contract for convenience. Upon ten (10) days' written notice to the Contractor, the City may, for its convenience and without cause, elect to terminate this Contract or any portion of this Contract. 13.3.2 If the Work or any portion thereof is terminated for convenience, the Contractor shall, subject to the limitation set forth in 13.3.3 below, be entitled to be paid that portion of the Job Order Price that corresponds to the percentage of work that is complete and accepted, in accordance with the Contract Documents, but shall not be entitled to any other costs or damages whatsoever including without limitation fee or profit on terminated Work. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. 13.3.3 The total sum to be paid to the Contractor under this Section 13.3 shall not exceed the Job Order Price(s) outstanding at the time of termination, as reduced by the amount of Page 105 of 126 Packet Pg. 175 2.4.a payments otherwise made, the price of Work not terminated, and as otherwise permitted by this Contract. The amounts payable to the Contractor shall exclude the fair value of property not under the City's control which is destroyed, lost, stolen or damaged so as to become undeliverable to the City. 13.3.4 Any claim, request for equitable adjustment or other demand for extra compensation or time extension by the Contractor arising from or related to acts, events, occurrences or omissions prior to the effective date of the convenience termination shall continue to be subject to and resolved in accordance with the rules (contractual or legal, express or implied) in effect prior to the termination. The convenience termination will not convert this Contract into a cost reimbursement contract. 13.4 Minimum Contract Value Not Achieved If, in the Base Term, the City, at no fault of the Job Order Contractor, fails to issue Job Orders totaling at least the Minimum Contract Value, then the Contractor's sole remedy is as set forth in RCW 39.10.440(7). 13.5 Contractor May Stop Work or Terminate If, through no act or fault of the Contractor or its subcontractors, the Work is suspended for a period of more than sixty (60) days by the City or under an order of court or other public authority, then the Contractor may, upon seven (7) days' written notice to the City, terminate the Contract and recover from the City payment for all Work completed and accepted. ARTICLE 14 NOT USED END OF ARTICLE 13 END OF ARTICLE 14 Page 106 of 126 Packet Pg. 176 2.4.a ARTICLE 15 MISCELLANEOUS 15.1 General Requirements 15.1.1 Should the City or the Contractor suffer injury or damage to its person or property because of any error, omission or act of the other party or of any of the other party's employees or agents or others for whose acts the other party is legally liable, claim shall be made in writing to the other party within a reasonable time of the first observance of such injury or damage. 15.1.2 The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon Contractor by sections 11.1, and 13.2 and all of the rights and remedies available to City thereunder, shall be in addition to, and shall not be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by law or contract, by special warranty or guarantee or by other provisions of the Contract Documents, and the provisions of this section shall be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. All representations, warranties and guarantees made in the Contract Documents shall survive final payment and termination or completion of this Contract. 15.2 Giving Notice Whenever any provision of the Contract Documents requires the giving of written notice it shall be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 15.3 Computation of Time When any period of time is referred to in the Contract Documents by days, it shall be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation. 15.4 Non -Discrimination The Contractor shall not discriminate on the grounds of race, color, sex or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in such discrimination, including discrimination in employment practices. In the event of the Contractor's noncompliance with the nondiscrimination provisions of the Contract Documents or applicable law, the City may impose such sanctions as it, or the City's funding agencies, may determine to be appropriate, including, but not limited to: (a) withholding of payments to the Contractor until the Contractor complies, and (b) termination or suspension of the Contract, in whole or in part. Page 107 of 126 Packet Pg. 177 2.4.a 15.5 Contractor Selection 15.5.1 The City may award an individual Job Order to any selected Contractor. Selection of the Contractor and award of the Job Order will be in compliance with established City procedures and based on one or more of the following criteria: 15.5.2 Rotational selection among all Contractors, unless otherwise determined by the City. 15.5.3 Evaluation of past and current performance on Job Orders of a similar nature and type of work, project size, construction management challenges, schedule performance, design management requirements, etc. 15.5.4 Balancing Job Order volume among Contractors. 15.5.5 Price, as determined by the Adjustment Factors of the Contractors. 15.5.6 Limitations posed by bonding capacity of the Contractors. 15.5.7 Other appropriate criteria as deemed in the best interest of the City. 15.6 Contractor's Personnel 15.6.1 The Contractor shall assign a full-time person as its representative for this Contract. This person shall be acceptable to the City and shall have a cell phone at which he or she can be reached at all times. 15.6.2 The Contractor shall have an office within the City of Edmonds or within close proximity (no more than 20 miles) of the City of Edmonds. 15.6.3 The Contractor shall also have at all times an Office Manager and a Superintendent assigned to this Contract. Additional staff will be provided depending on the volume of work. For each Job Order issued, the Contractor shall identify the Superintendent responsible for that Job Order. The Superintendent shall be reachable 24 hours a day, seven days a week. If the named Superintendent is not available because of illness or vacation or the like, the Contractor shall notify the City of a substitute Superintendent. At all times, the Contractor shall provide at least one Superintendent for every four Job Orders. Whenever, in the sole discretion of the City, the Contractor is not providing a sufficient level of supervision, the City may direct the Contractor to increase the level of supervision for any or all projects, including but not limited to the right to direct the Contractor to assign a full time, dedicated Superintendent for any project; submit daily management, inspection, activity, and planning reports; substitute subcontractors; submit daily photographs of the work in place and the work areas prepared for the next day's work; and develop a site specific quality control program, all at no cost to the City. END ARTICLE 15 Page 108 of 126 Packet Pg. 178 2.4.a ARTICLE 16 JOC PROCEDURE FOR ORDERING WORK 16.1 Initiation of a Job Order. 16.1.1 As the need exists, the Contract Administrator will notify the Contractor of a Project, schedule a Joint Scope Meeting, and issue a Notice of Joint Scope Meeting. The Contractor does not have the right to refuse to perform any Project, Pre -priced Task, or Non-Prepriced Task. 16.1.2 The Contractor shall attend the Joint Scope Meeting and discuss, at a minimum: a. general scope of the work to be performed; b. possible alternatives for performing the work and value engineering; c. access to the site and protocol for admission; d. hours of operation; e. staging area and areas that are off-limits; f. requirements for catalog cuts, technical data, samples and shop drawings; g. requirements for professional services, sketches, drawings, and specifications; h. construction duration, due date for Detailed Scope of Work; i. the presence of hazardous materials; j. organization of Price Proposal — by location, by corner, etc. k. date on which the Job Order Proposal is due. I. if the Job Order will be a Federally Funded Job Order, the applicable Federal Contract Clauses, such as, for example, Davis -Bacon and DBE requirements. 16.1.3 Upon completion of the joint scoping process, the Contractor will prepare a draft Detailed Scope of Work referencing any sketches, drawings, photographs, and specifications required to document accurately the work to be accomplished. The City shall review the Detailed Scope of Work and request any required changes or modifications. When an acceptable Detailed Scope of Work is complete, the City will issue a Request for Proposal that will require the Contractor to prepare a Job Order Proposal within a certain period of time. The Detailed Scope of Work will be the basis on which the Contractor will develop its Job Order Proposal and the City will evaluate the same. The Contractor does not have the right to refuse to perform any task or any work in connection with a particular Project. 16.1.4 The City may, at its option, include quantities in the Detailed Scope of Work if it helps to define the Detailed Scope of Work, if the actual quantities required are not known or cannot be determined at the time the Detailed Scope of Work is prepared, if the Contractor and the City cannot agree on the quantities required, or for any other reason as determined by the City. In all such cases, the City shall issue a Supplemental Job Order adjusting the quantities appearing in the Detailed Scope of Work to the actual quantities. 16.1.5 If the Contractor requires additional information to clarify the Detailed Scope of Work before preparing the Job Order Proposal, the Contractor will make such request quickly so that the Job Order Proposal can be submitted on time. 16.2 Preparation of the Price Proposal. 16.2.1 The Contractor's Job Order Proposal shall include, at a minimum: a. Job Order Price Proposal; Page 109 of 126 Packet Pg. 179 2.4.a b. Support documentation for Non-Prepriced Tasks; c. Required drawings or sketches; d. List of anticipated Subcontractors including a MBE/WBE Certification if required; e. Construction schedule; f. Other requested documents. 16.2.2 The Job Order Price shall be the value of the approved Job Order Price Proposal. 16.2.3 The value of the Job Order Price Proposal shall be calculated by summing the total of the calculations for each Pre -priced Tasks (Unit Price x quantity x Adjustment Factor) plus the value of all Non-Prepriced Tasks. 16.2.4 The Contractor will prepare Price Proposals in accordance with the following: a. Pre -priced Task: A task described for which a unit price is set forth in the Construction Task Catalog°. The Contractor shall select the appropriate Pre - priced Tasks, enter the accurate quantities, and select the appropriate Adjustment Factor to be used for each such Pre -priced Task. The Contractor shall use the Adjustment Factors in effect on the date the Price Proposal is due, even though the Job Order may be issued after the Adjustment Factors have been updated. b. Non-Prepriced Task: A task that is not set forth in the Construction Task Catalog°. c. Information submitted in support of Non-Prepriced Tasks shall include, but not limited to the following: 1) Catalog cuts, specifications, technical data, drawings, or other information as required to evaluate the task. 2) If the Contractor will perform Work with its own forces, it must submit three (3) independent quotes for all material to be installed and will use Pre -priced Tasks for labor and equipment from the Construction Task Catalog°. If the Work is to be subcontracted, the Contractor must submit three (3) independent quotes from subcontractors. The Contractor will not submit a quote or bid from any supplier or subcontractor that the Contractor is not prepared to use. The City may require additional quotes and bids if the suppliers or subcontractors are not acceptable or if the prices are not reasonable. If three (3) quotes or bids cannot be obtained, the Contractor will provide the reason in writing for the City's approval. If approved, less than three (3) quotes or bids will be allowed. 3) After a Non-Prepriced Task has been approved by the City, the Unit Price for such task will be established, following approval by the City, and fixed as a permanent Non- Prepriced Task which will no longer require price justification. 4) The City's determination as to whether a task is a Pre -priced Task or a Non-Prepriced Task shall be final, binding and conclusive as to the Contractor. Page 110 of 126 Packet Pg. 180 2.4.a 16.2.5 Whenever, because of trade jurisdiction rules or small quantities, the cost of a minor task in the Job Order Price Proposal is less than the cost of the actual labor and material to perform such task, the City may permit the Contractor to be paid for such task as a Non- Prepriced Task, or use Pre -priced labor tasks and material component pricing to cover the actual costs incurred. Provided, however, that there is no other work for that trade on the Project or other work for that trade cannot be scheduled at the same time and the final charge does not exceed One Thousand Dollars ($1,000). 16.2.6 The Contractor shall make the necessary arrangements for and obtain all filings and permits required for the Work, including the preparation of all drawings, sketches, calculations and other documents and information that may be required therefor. If the Contractor is required to pay an application fee for filing a project, a fee to obtain a building permit, or any other permit fee to the City, State or some other governmental or regulatory agency, then the amount of such fee paid by the Contractor for which a receipt is obtained shall be treated as a Reimbursable Task to be paid without mark-up. The cost of expediting services or equipment use fees are not reimbursable. 16.2.7 The Contractor shall provide incidental engineering and architectural services required in connection with a particular Job Order including drawings and information required for filing. 16.2.8 The Contractor's Job Order Proposal shall be submitted by the date indicated on the Request for Proposal. All incomplete Job Order Proposals shall be rejected. The time allowed for preparation of the Contractor's Job Order Proposal will depend on the complexity and urgency of the Job Order but should average between seven and fourteen days. On complex Job Orders, such as Job Orders requiring incidental engineering/architectural drawings and approvals and permits, allowance will be made to provide adequate time for preparation and submittal of the necessary documents. 16.2.9 In immediate response situations and minor maintenance and repair Job Orders requiring immediate completion, the Job Order Proposal may be required quickly and the due date will be so indicated on the Request for Proposal or, as described below, the Contractor may be directed to begin work immediately with the paperwork to follow. 16.2.10 For purposes of Using the Construction Task Catalog®, the project site is defined as the exterior perimeter of a building. For work not performed in a building, the project site is defined as the limits of the work area. 16.2.11 By submitting a Job Order Proposal to the City, the Contractor agrees to accomplish the Detailed Scope of Work in accordance with the Request for Proposal at the price submitted. It is the Contractor's responsibility to include the necessary tasks and quantities in the Job Order Price Proposal and apply the appropriate Adjustment Factor(s) prior to delivering it to the City. 16.2.12 If the Contractor requires clarifications or additional information regarding the Detailed Page 111 of 126 Packet Pg. 181 2.4.a Scope of work in order to prepare the Job Order Proposal, the request must be submitted so that the submittal of the Job Order Proposal is not delayed. 16.2.13 In the event the Contractor is required to work in a secured facility or location where labor, materials, and equipment must be inspected, the Contractor will be permitted to add labor hours to the Job Order Price Proposal to account for lost time as a result of such inspection. 16.2.14 The final price submitted for Non-Prepriced Tasks shall be according to the following formula: For Non-Prepriced Tasks Performed with Contractor's Own Forces: A = The hourly rate for each trade classification not in the Construction Task Catalog° multiplied by the quantity; B = The rate for each piece of Equipment not in the Construction Task Catalog° multiplied by the quantity; C = Lowest of three (3) independent quotes for all materials, unless a lower number of quotes is approved by the Owner with a letter of justification. Total for a Non-Prepriced Tasks performed with Contractor's Own Forces = (A+B+C) x Non-Prepriced Task Adjustment Factor For Non-Prepriced Tasks Performed by Subcontractors: If the Non-Prepriced Task is to be subcontracted, the Contractor must submit three (3) independent quotes for the work. D = Lowest of three (3) Subcontractor Quotes Total Cost for Non-Prepriced Tasks performed by Subcontractors = D x Non-Prepriced Task Adjustment Factor a. After a Non-Prepriced Task has been approved by the City, the Unit Price for such task will be established, and fixed as a permanent Non-Prepriced Task which will no longer require price justification. b. The City's determination as to whether a task is a Pre -priced Task or a Non-Prepriced Task will be final, binding and conclusive to the Contractor. 16.2.15 The Contractor will make the necessary arrangements for and obtain all filings and permits required for the Work, including the preparation of all drawings, sketches, calculations and other documents and information that may be required. If the Contractor is required to pay an application fee for filing a project, a fee to obtain a building permit, or any other permit fee to the City, State or some other governmental or regulatory agency, then the amount of such fee paid for which a Page 112 of 126 Packet Pg. 182 2.4.a receipt is obtained will be treated as a Reimbursable Task to be paid without markup. 16.2.16 The Contractor shall provide incidental engineering and architectural services required in connection with a particular Job Order including drawings and information required for filing. 16.2.17 The Contractor's Job Order Proposal is to be submitted by the date indicated on the Request for Proposal. All incomplete Job Order Proposals shall be rejected. The time allowed for preparation of the Contractor's Job Order Proposal will depend on the complexity and urgency of the Job Order but should average between seven (7) and fourteen (14) days. On complex Job Orders, such as Job Orders requiring incidental engineering/architectural drawings and approvals and permits, allowance will be made to provide adequate time for preparation and submittal of the necessary documents. 16.2.18 In emergency situations and minor maintenance and repair Job Orders requiring immediate completion, the Job Order Proposal may be required quickly and the due date will be so indicated on the Request for Proposal. 16.2.19 By submitting a Job Order Proposal to the City, the Contractor agrees to accomplish the Detailed Scope of Work in accordance with the Request for Proposal at the price submitted. It is the Contractor's responsibility to include the necessary tasks and quantities in the Price Proposal and apply the appropriate Adjustment Factor(s) prior to delivering it to the City. 16.2.20 If the Contractor requires clarifications or additional information regarding the scope of work in order to prepare the Job Order Proposal, the request must be submitted so that the submittal of the Job Order Proposal is not delayed. 16.3 Review of the Job Order Proposal and Issuance of the Job Order 16.3.1 The City will evaluate the entire Price Proposal and compare these with the City's estimate of the Detailed Scope of Work to determine the reasonableness of approach, including the appropriateness of the tasks and quantities proposed. All incomplete Job Order Proposals will be rejected. The City will review the Price Proposal to determine the accuracy of the Pre -priced Tasks, quantities, Adjustment Factors, and Non-Prepriced Tasks. 16.3.2 The Contractor may choose the means and methods of construction; subject however, to the City's right to reject any means and methods proposed by the Contractor that: a. Will constitute or create a hazard to the work, or to persons or property; or b. Will not produce finished Work in accordance with the terms of the Contract; or c. Unnecessarily increases the price of the Job Order when alternative means and methods are available. Page 113 of 126 Packet Pg. 183 2.4.a 16.3.3 The City reserves the right to reject a Job Order Proposal or cancel a Project for any reason. The City also reserves the right not to issue a Job Order if it is determined to be in the best interests of the City. The City may perform such work by other means. The Contractor will not recover any costs arising out of or related to the development of the Job Order including but not limited to the costs to attend the Joint Scope Meeting, review the Detailed Scope of Work, prepare a Job Order Proposal including incidental architectural and engineering services, subcontractor costs, and the costs to review the Job Order Proposal with the City. 16.3.4 By submitting a Job Order Proposal to the City, the Contractor agrees to accomplish the Detailed Scope of Work in accordance with the Request for Proposal at the lump sum price submitted. It is the Contractor's responsibility to include the necessary Pre- priced Tasks and Non-Prepriced Tasks and quantities in the Job Order Price Proposal prior to delivering it to the City. 16.3.5 It is the Contractor's responsibility to include the necessary Pre -priced Tasks and Non-Prepriced Tasks, accurate quantities, and correct Adjustment Factors in the Price Proposal prior to delivering it to the City. 16.3.6 If the Job Order Proposal is found to be complete and accurate, The City may issue a Job Order to the Contractor. 16.3.7 The Job Order signed by The City and delivered to the Contractor constitutes The City's acceptance of the Contractor's Job Order Proposal. 16.3.8 A Job Order will reference the Detailed Scope of Work and set forth the Job Order Completion Time and the Job Order Price. The Job Order Price shall be the value of the approved Price Proposal. 16.3.9 All clauses of this Contract shall apply to each Job Order. 16.3.10 The Contractor will be paid the Job Order Price for completing the Detailed Scope of Work within the Job Order Completion Time. 16.3.11 The City, without invalidating the Job Order, may order changes in the Detailed Scope of Work by adding to, changing, or deleting from the Detailed Scope of Work, by issuing a Supplemental Job Order. All Supplemental Job Orders shall be developed in accordance with these procedures for ordering work. 16.3.12 The City may decide not to issue a Job Order under development, may decide to cancel a Job Order or any portion of a Job Order, or cancel a Project or any portion of a Project, for any reason. In such case, the Contractor shall not recover any costs arising out of or related to the development of the Job Order including but not limited to attending the Joint Scope Meeting, preparing or reviewing the Detailed Scope of Work, preparing a Job Order Proposal (including incidental architectural and engineering services), subcontractor costs, or reviewing the Job Order Proposal with The City. The City may perform such work by other means. Page 114 of 126 Packet Pg. 184 2.4.a 16.3.13 A Job Order will reference the Detailed Scope of Work and set forth the Job Order Completion Time, and the Job Order Price. A separate Job Order will be issued for each Project. Extra work, credits, and deletions will be contained in a Supplemental Job Order. The Job Order Price shall be a lump sum, fixed price for the completion of the Detailed Scope of Work. 16.3.14 Each Job Order provided to the Contractor will reference the Detailed Scope of Work and set forth the Job Order Price and the Job Order Completion Time. All clauses of this Contract shall be applicable to each Job Order. The Job Order, signed by the City and delivered to the Contractor constitutes the City's acceptance of the Contractor's Job Order Proposal. A signed copy of the Job Order will be provided to the Contractor. 16.3.15 In the event that immediate emergency response is necessary, the Contractor shall be required to follow alternative procedures as established by the City. The Contractor shall begin work as directed notwithstanding the absence of a fully developed Request for Proposal, Detailed Scope of Work, or Job Order. The Contractor shall be compensated for such work as if the work had been ordered under the standard procedures. The Contractor must submit to the City's Representative, their emergency procedure/ safety plan prior to starting work. The Contractor must be responsible for quality assurance and quality control. 16.3.16 Federally Funded Job Orders When the City initiates a Job Order, the City will specify whether the Job Order is a Federally Funded Job Order or not. If the Job Order has no such specification, then the Job Order is not a Federally Funded Job Order. A Federally Funded Job Order is subject to the Federal Contract Clauses, which will be provided by the City. In the event of irreconcilable conflict between the Federal Contract Clauses applicable to a Federally Funded Job Order and other Contract Documents, such Federal Contract Clauses control. The Federal Contract Clauses do not apply to Job Orders that are not Federally Funded Job Orders. END ARTICLE 16 Page 115 of 126 Packet Pg. 185 2.4.a ARTICLE 17 ENGINEERING NEWS RECORD CONSTRUCTION COST INDICES ADJUSTMENT OF THE ADJUSTMENT FACTORS 17.1 Economic Price Adjustment: The Adjustment Factors may be updated on each anniversary of the Contract date to account for changes in construction costs, provided, the Contractor requests in writing, approximately fourteen (14) to thirty (30) days prior to the anniversary of the Contract date, that the Adjustment Factors be updated. Such request shall be delivered to the City and to the Consultant/Gordian. In the event the Contractor fails to deliver the request timely, then the City will determine the date on which the Adjustment Factors will be updated, but in no event will such date be later than thirty (30) days after the written request is received by the City. Thereafter, the Contractor's Adjustment Factors will be adjusted according to the following: 17.2 The Contractor's Normal Working Hours and Other than Normal Working Hours Adjustment Factors will be adjusted according to the following: 17.2.1 A Base Year Index will be calculated by averaging the 12-month Construction Cost Indices (CCI) for Seattle, WA, published in the Engineering News Record (ENR) for the twelve (12) months immediately prior to the month of the bid due date (e.g. April bid date, Base Year Index is April of the prior year to March of the bid date year). 17.2.2 A Current Year Index will be calculated by averaging the 12-month Construction Cost Indices (CCI) for Seattle, WA, published in the Engineering News Record (ENR) for the twelve (12) months beginning with the month of anniversary of the bid due date (e.g. April bid date, Current Year Index is April of the prior year to March of the current year). 17.2.3 The Economic Price Adjustment will be calculated by dividing the Current Year Index by the Base Year Index. 17.2.4 The Contractor's original Adjustment Factors will be multiplied by the Economic Price Adjustment to obtain the Contractor's new Adjustment Factors effective for the next twelve (12) months. 17.2.5 Averages shall be obtained by summing the 12-month indices and dividing by twelve (12). 17.3 All calculations in this article will be carried to the fifth decimal place and rounded to the fourth decimal place. The following rules shall be used for rounding: 17.3.1 The fourth decimal place shall be rounded up when the fifth decimal place is five (5) or greater. 17.3.2 The fourth decimal place shall remain unchanged when the fifth decimal place is less than five (5). Page 116 of 126 Packet Pg. 186 2.4.a 17.4 Engineering News Record occasionally revises indices. Engineering News Record Construction Cost Indices used in the calculations described above will be those currently published at the time the Economic Price Adjustment calculation is performed. No retroactive adjustments will be made as a result of an Engineering News Record revision. Revised Construction Cost Indices, if any, will be used in subsequent calculations. 17.5 Under all circumstances, should the Contractor submit a Job Order Proposal with inaccurate Adjustment Factors, the act of submission by the Contractor is a waiver of all rights to any further compensation above the Job Order Price submitted in the Job Order Proposal. 17.6 The Contractor cannot delay submission of the Job Order Proposal past the due date to take advantage of a scheduled update of the Adjustment Factors. In that event, the Contractor shall use the Adjustment Factors that would have been in effect without the delay. 17.7 The Adjustment Factor for Non-Prepriced Tasks will remain constant for the duration of the Contract. END ARTICLE 17 Page 117 of 126 Packet Pg. 187 2.4.a ARTICLE 18 Software, JOC System License, and Cooperative Purchasing 18.1 JOC System License 18.1.1 The City selected The Gordian Group's (Gordian) Job Order Contracting (JOC) System for their JOC program. The Gordian JOC Solution includes Gordian's proprietary JOC System Software and JOC Applications, construction cost data (Construction Task Catalog@,) which will be used by the Contractor solely for the purpose of fulfilling its obligations under this Contract, including preparation and submission of Job Order Proposals, subcontractor lists, and other requirements specified by the City. Contractor's use, in whole or in part, of Gordian's JOC Applications, Construction Task Catalog® and other proprietary materials provided by Gordian for any purpose other than to execute work under this Contract for the CITY is strictly prohibited unless otherwise approved in writing by Gordian. The Contractor shall be required to execute Gordian's JOC System License and Fee Agreement and pay a one percent (1 %) JOC System License Fee to obtain access to the Gordian JOC Solution. 18.2 Cooperative Purchasing 18.2.1 RCW 39.34 allows cooperative purchasing between public agencies (political subdivisions) in the State of Washington. Public agencies that file an Interlocal Joint Purchasing Agreement with the City of Edmonds may also wish to procure the goods and/or services herein offered by the selected Contractor. The selected Contractor shall have the option of extending its offer to the City of Edmonds to other agencies for the same cost, terms and conditions. 18.2.2 The City of Edmonds does not accept any responsibility for agreements, contracts or purchase orders issued by other public agencies to the Contractor. Each public agency accepts responsibility for compliance with any additional or varying laws and regulations governing purchase by or on behalf of the public agency. The City of Edmonds accepts no responsibility for the performance of the Contractor in providing goods and/or services to other public agencies, nor any responsibility for the payment price to the Contractor for other public agency purchases. END ARTICLE 18 Page 118 of 126 Packet Pg. 188 2.4.a ARTICLE 19 COMPLIANCE WITH THE JOC RCW REQUIREMENTS 19.1 CONTRACTOR'S RESPONSIBILITY Contractor acknowledges that it has carefully examined the RFP documents and the Job Order Contracting RCW's. For example, the Contract is subject to RCW 39.10.200; 39.10.210; 39.10.420; 39.10.430; 39.10.440; 39.10.450; 39.10.460; and, 39.10.470. 19.2 MAXIMUM JOB ORDER VALUE The maximum dollar amount for an individual Job Order is Five Hundred Thousand dollars ($500,000) pretax. All Job Orders for the same project (original plus any Supplemental Job Orders) shall be treated as a single Job Order for the purpose of the $500,000 limit. A Job Order issued for a particular project may not exceed $500,000 excluding sales tax and Gordian fees. As required by RCW 39.10.450(3), no more than twenty percent of the dollar value of a Job Order may consist of items of work not contained in the Unit Price book. As required by RCW 39.10.450(4), any new permanent, enclosed building space constructed under a Job Order shall not exceed three thousand (3,000) gross square feet. 19.3 ADJUSTMENT FACTORS AND CONSTRUCTION TASK CATALOG° The Contractor is paid for the Job Order based upon a fixed percentage multiplier (Adjustment Factor) and fixed prices based on The Gordian Group's Construction Task Catalog° agreed to in the initial contract. Everything that is to be included in the Contractor's Adjustment Factors is listed and identified in the Construction Task Catalog° under Construction Task Catalog° Section and "Using the Construction Task Catalog°," pages 00-1 through 00-7. 19.4 PREVAILING WAGE RATES TO BE PAID A. Prior to making any payment, the City must receive a Labor and Industries approved copy of the "Statement of Intent to Pay Prevailing Wages" form from the Contractor, all sub -contractors and lower -tiers. Each progress payment application is to include a signed statement that prevailing wages have been paid. With final invoicing of a project, the City must receive a Labor and Industries certified copy of the "Affidavit of Wages Paid" form from the Contractor, all sub -contractors and lower -tiers. B. It is the Contractor's sole responsibility to ensure that the approved Intents and certified Affidavits are filed from all sub -contractors and lower -tiers and filed with the City for each Job Order. C. Job Order contractors shall pay prevailing wages for all work that would otherwise be subject to the requirements of chapter 39.12 RCW. Prevailing wages for all work performed pursuant to each Job Order must be the rates in effect at the time the individual Job Order is issued. D. If the Job Order is Funded by the Federal Transit Administration, the Davis -Bacon Act and Copeland Anti -Kickback applies. 19.5 EXECUTED OMWBE PLAN Page 119 of 126 Packet Pg. 189 2.4.a A. Per RCW 39.10.450, a public body may issue no Job Orders under a Job Order Contract until it has approved, in consultation with the Office of Minority and Women's Business Enterprises or the equivalent local agency, a plan prepared by the Contractor that equitably spreads certified women and minority business enterprise subcontracting opportunities, to the extent permitted by the Washington state civil rights act, RCW 49.60.400, among the various subcontract disciplines. B. The executed plan is required before the City will sign the Contract. 19.6 SUBCONTRACTING At least ninety percent (90%) of all work contained in a Job Order Contract must be subcontracted to entities other than the Contractor. The Contractor must distribute contracts as equitably as possible among qualified and available subcontractors including minority and woman -owned subcontractors to the extent permitted by law. 19.7 RETAINAGE The City requires each Contractor to provide a Retainage Bond in the penal sum equal to 5% of the Maximum Contract Value or $100,000 whichever is greater. If the cumulative amount of required retainage under Chapter 60.28 RCW exceeds this amount, the Contractor shall deliver a new Retainage Bond as required by the City. The Contractor must use a Retainage Bond form acceptable to the City. 19.8 PUBLIC RECORDS Under Washington state public records laws, records and documents including but not limited to written, printed, graphic, electronic, photographic or voice mail materials and/or transcriptions, recordings or reproductions provided to City or used by the City in connection to the Contract Documents become a public record subject to mandatory disclosure upon request by any person, unless the records and documents are exempt from public disclosure by a specific provision of law. The City has no obligation to enforce any exemption. Contractor will fully cooperate with the City to comply with the Washington state public records laws. 19.9 AUDITS AND RETENTION OF RECORDS A. All of the Project Records related to this Contract shall be open to inspection, audit, and/or copying by the City: i. During the Contract Time; For a period of not less than six (6) years after the date of Final Acceptance of the last Work or termination of the Contract. The Contractor shall also ensure that the wage, payroll and cost records of all Subcontractors and Suppliers at all tiers is retained and open to similar inspection or audit for the period required above by incorporating the provisions of this Audit section into any agreements with Subcontractors or Suppliers related to this Contract; and Page 120 of 126 Packet Pg. 190 2.4.a iii. If any Claim, audit, or litigation arising out of, in connection with, or related to this Contract is initiated, all documents and records shall be resolved or completed, whichever occurs later. B. The Contractor, its Subcontractors and Suppliers will make a good faith effort to cooperate with the City when the City gives notice of its need to inspect or audit Project Records. Cooperation will include assistance as may be reasonably required in the course of inspection or audit, including access to personnel with knowledge of the contents of the records being inspected or audited so that the information in the records is properly understood by the persons performing the inspection or audit. Cooperation will also include establishing a specific mutually agreeable timetable for making the records available for inspection by the City and its designee. Unless otherwise agreed, if the Contractor, its Subcontractors and Suppliers cannot make at least some of the relevant records available for inspection within fourteen (14) days of the City's written request, cooperation will necessarily entail providing the City with a reasonable explanation for the delay in production of records. Failure to cooperate will impact future responsibility determinations. C. The Contractor agrees that no Claim will be made against the City for the Work described herein unless the Contractor makes available to the City all documents and records. Failure to maintain and retain sufficient records to allow the City to verify all costs or damages or failure to permit the City or its designee access to the books and records shall constitute a waiver of the rights of the Contractor, Subcontractor, and Supplier to claim or be compensated for any damages, additional time or money under this Contract and shall bar any recovery there under. D. Inspection, audit, and/or copying of Project Records may be performed by the City at any time with not less than fourteen (14) days written notice; provided however, if an audit is to be commenced more than sixty (60) days after Final Acceptance of the Contract, the Contractor will be given thirty (30) days' notice of the time when the audit or inspection is to begin. E. The Contractor and its Subcontractors and Suppliers shall provide adequate facilities, acceptable to the City, for inspection, auditing, and/or copying during normal business hours. F. No additional compensation will be provided to the Contractor, its Subcontractors, or Suppliers for time or money spent in complying with the requirements of this Audit section. If the Contractor is formally dissolved, assigns or otherwise divests itself of its legal capacity under this Contract, then it will immediately notify the City and preserve such records, at its expense, as directed by the City. G. This Audit Section shall survive for six (6) years after the termination or expiration of this Contract, or conclusion of all Claims, audits or litigation, whichever occurs later. H. At a minimum, the following documents shall be considered Project Records and made available for inspection, auditing and copying: i. Daily time cards, time -sheets, daily reports, inspection reports, and supervisor's reports; ii. Insurance, welfare, and benefits records; Page 121 of 126 Packet Pg. 191 2.4.a iii. Payroll registers; iv. Earnings records; v. All relevant tax forms and records, including any state and federal payroll tax rate schedules governing the employer's payroll tax rates paid on behalf of employees that work on the project and any payroll tax forms summarizing the amounts paid; vi. Material invoices and requisitions; vii. Material cost distribution worksheets; viii. Equipment records including a list of company -owned equipment and an equipment distribution report containing equipment descriptions, equipment number, equipment rates, recorded equipment hours, phase or cost codes, dates, and any other relevant 0 information as related to how equipment was recorded to the project; L ix. Contractors' rental agencies', Subcontractors', and lower tier subcontractors' o invoices; x. Contracts, purchase orders and agreements between the Contractor and each of its N Subcontractors, and all lower tier subcontractor contracts and supplier contracts; 0 0. A. Subcontractors' and lower tier subcontractors' payment certificates/payment at applications; ,0 xii. Canceled checks, payroll and Contractors; xiii. Job cost reports, including both a job cost summary report comparing budgeted amounts to recorded amounts by cost type and phase or cost code and a job cost history/detail/transaction report listing each individual transaction by phase or cost code; xiv. General Ledger; a xv. Cash disbursements journal; o xvi. All documents which relate to each and every claim together with all documents o which support the amount of damages to each claim; a xvii. All schedule documents, including man -loaded schedules, work plans, planned 0 N resource codes, phasing documents and summaries; ; xviii. All other documents, including email, related to the Project, Claims, or a Supplemental Job Orders; xix. Any documentation or information relied upon for the purposes of translating the bid a� E amounts to original budget amounts; xx. Original budget and updated budgets used for tracking job performance throughout a the project; xxi. Labor distribution reports summarizing straight time, overtime, and double time by employee and also separately summarizing base wage amounts versus labor burden and benefit amounts; Page 122 of 126 Packet Pg. 192 2.4.a xxii. Copies of all draft and approved change orders including a supplementary documentation or information relied upon for the purposes of pricing the change orders; xxiii. To the extent any of the above -referenced records exist in machine readable format, the Contractor will make them available in that form. This requirement specifically includes but is not limited to an obligation to provide the information and access in the native format in which it is maintained by the Contractor. The Contractor will, as reasonably requested by the City, provide read-only access to and reasonable technical support necessary to make use of any enterprise or legacy software utilized by the Contractor to manipulate and/or store the relevant data. 19.10 PUBLIC NOTICE REQUIREMENTS The Contractor will publish notification of intent to perform public works projects at the beginning of each contract year in a statewide publication and in a legal newspaper of general circulation in every county in which the public works projects are anticipated, per RCW 39.10.440 (5). 19.11 PUBLIC INSPECTION OF CERTAIN RECORDS -PROTECTION OF TRADE SECRETS A. RCW 39.10.470(1) and (2) state as follows: (1) Except as provided in subsections (2) and (3) of this section, all proceedings, records, contracts, and other public records relating to alternative public works transactions under this chapter shall be open to the inspection of any interested person, firm, or corporation in accordance with Chapter 42.56 RCW. (2) Trade secrets, as defined in RCW 19.108.010, or other proprietary information submitted by a bidder, offeror, or contractor in connection with an alternative public works transaction under this chapter shall not be subject to Chapter 42.56 RCW if the bidder, offeror, or contractor specifically states in writing the reasons why protection is necessary, and identifies the data or materials to be protected. B. The following shall govern to the application of RCW 39.10.470 to this Contract and the Work: 1. Proprietary information and trade secrets must be clearly identified as "CONFIDENTIAL." 2. If any document or record does not clearly identify the "CONFIDENTIAL" portions, the City will not notify the Contractor that such documents and records will be made available for inspection and copying, and the City may publicly disclose such non - clearly identified portions with no liability whatsoever to the Contractor. 3. If a request is made for disclosure of material or any portion marked "CONFIDENTIAL," the City will determine whether the material should be made available under the law. If the City determines that the material is subject to disclosure, the City will seek to notify the Contractor of the request and allow the proposer ten (10) business days after such notification to take appropriate legal action in Snohomish County Superior Court at the Contractor's sole expense and Page 123 of 126 Packet Pg. 193 2.4.a liability. If the Contractor does not within ten (10) business days serve the Office of the City Attorney with a copy of an order entered by the Superior Court that expressly prohibits the City from disclosure of the material marked "CONFIDENTIAL," then the proposer will be deemed to have consented to the public disclosure of the material marked "Confidential" and the City may publicly disclose such material without any liability whatsoever to Contractor. 4. To the extent that the City withholds from disclosure all or any portion of Contractor's material marked "CONFIDENTIAL", the Contractor shall indemnify, defend and hold harmless the City of Edmonds from all lawsuits, liabilities, losses, damages, penalties, attorneys' fees and costs the City incurs arising from or relating to such withholding from disclosure. END OF SECTION 19 Page 124 of 126 Packet Pg. 194 2.4.a Excluded Parties Listing System Search This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Edmonds. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Edmonds, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Date: Signature: Company Name: Title: Page 125 of 126 Packet Pg. 195 2.4.a PAGE INTENTIONALLY LEFT BLANK Q Page 126 of 126 Packet Pg. 196 2.5 City Council Agenda Item Meeting Date: 01/11/2022 Agreement with Cascade Bicycle Club for the Citywide Pedestrian Crossing Enhancements Project Staff Lead: Rob English Department: Public Works & Utilities Preparer: Rob English Background/History On March 10th, 2020, City Council approved an Agreement between the City and Cascade Bicycle Club for the Education Program (as part of Citywide Pedestrian Crossing Enhancements project). Staff Recommendation Forward the item to the consent agenda for City Council approval. Narrative In 2016, a Safe Routes to School Grant in the amount of $1.49 Million was secured for the Citywide Pedestrian Crossing Enhancements Project. The project consisted of improving pedestrian safety at nine locations throughout the City, through the installation of Rectangular Rapid Flashing Beacons (RRFB's) at 7 locations (all installations completed in 2021), a new HAWK signal at SR-524 @ 841h Ave. W (system to be activated upon completion of striping modifications along SR-524 and addition of crosswalk markings / pending favorable weather conditions), and a new traffic signal at SR-104 @ 232n1 St. SW (to be installed by the end of January 2022 /pending favorable weather conditions). The agreement is being revised since the elements included in the agreement have been modified due to the COVID outbreak. The completion of this program has been changed from the end of 2020 to December 2022, since a limited bicycle program has been running due to the COVID pandemic in early 2020. A bike rodeo event was initially scheduled to take place upon completion of the in -class education. However, this event has been removed since it is not possible under current COVID conditions and replaced with additional hours dedicated to the in -class program implementation. An education program was identified in the grant application for $20,000 to Edmonds Elementary Schools within the Edmonds School District. The Edmonds School District and Cascade Bicycle Club have an on -going LET'S GO Bicycle Program for 3rd graders at elementary schools within the District (program started back in 2015). The program provides a 3-week curriculum with a focus of the necessary skills needed to prevent the most common bicycle and pedestrian errors (through in -class instruction and bike training). Attachments: Cascade Bicycle Club Agreement January 2022 Packet Pg. 197 2.5.a AGREEMENT BETWEEN THE CITY OF EDMONDS AND CASCADE BICYCLE CLUB CONCERNING THE 2016 SAFE ROUTES TO SCHOOL GRANT FOR THE CITYWIDE PEDESTRIAN CROSSING ENHANCEMENTS WITHIN THE EDMONDS SCHOOL DISTRICT (K-6T" GRADE SCHOOLS WITHIN EDMONDS ONLY) February 1, 2022 — December 31, 2022 THIS AGREEMENT concerning the 2016 Safe Routes to Schools Grant for Citywide Pedestrian Crossing Enhancements is made and entered into by and between the City of Edmonds (hereinafter "EDMONDS"), a municipal corporation organized under the laws of the State of Washington, and Cascade Bicycle Club (hereinafter "CASCADE"), a non-profit organization. WHEREAS, EDMONDS and CASCADE applied to the Washington State Department of Transportation (WSDOT) for, and were awarded, a 2016 Safe Routes to Schools Federal grant for completing pedestrian crossing enhancements to various schools throughout the City; and WHEREAS, CASCADE and Edmonds School District have an on -going MOU (for the LET'S GO Bicycle and Pedestrian Safety PROGRAM); and WHEREAS, there is a great need to maintain the on -going education program to school children and their parents, regarding bicycle and pedestrian safety, and encourage active transportation to school; and WHEREAS, EDMONDS and CASCADE would like to implement the provisions of the Grant; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is agreed by the parties hereto as follows: I. PURPOSE The purpose of this AGREEMENT is to set forth the mutual obligations, responsibilities and rights of EDMONDS and CASCADE with respect to participation in the Grant for the implementation of the Citywide Pedestrian Crossing Enhancement project ("Project"). Funds for the Grant will be administered through the WSDOT's Highways and Local Programs (H&LP) Division on a reimbursement basis only. II. EFFECTIVE DATE AND DURATION This AGREEMENT shall become effective immediately upon execution by all parties and shall remain in effect until the obligations of the parties are discharged, or as otherwise extended, terminated or modified as set forth below. III. EDMONDS RESPONSIBILITIES EDMONDS shall be responsible for: A. Administration of the Grant in accordance with all WSDOT Highways and Local Programs reporting requirements. B. Design and construction management of the Pedestrian Crossing Enhancements project. C. Project management services for the design and construction of the Project. Packet Pg. 198 2.5.a D. Coordination of reimbursement of Project funds with WSDOT Highways and Local Programs. E. Meetings with CASCADE staff and others on an as needed basis to discuss issues and evaluate the effectiveness of the Project. IV. CASCADE RESPONSIBILITIES CASCADE shall be responsible for: A. 'Let's Go' Bicycle and Pedestrian Safety Programming for 3-5`" graders - support for nine schools B. Bicycle helmet education and fitting protocols (incorporated within the LG programming) C. Evaluation and Reporting • Let's Go schools served during the duration of the contract and estimated population size served. • Health & Fitness Details: number of volunteers, education staff and participants with a few photos. D. Program Administration E. Submitting invoice documentation for reimbursement that meet the requirements of the Grant funding and WSDOT. Documentation shall include description of work performed and staffing. V. PAYMENT A. CASCADE shall invoice EDMONDS for reimbursement of funds spent on those items listed under Section IV of this AGREEMENT. The invoices shall be submitted within forty five (45) days of expenditure. Reimbursement payments to CASCADE shall be made by EDMONDS upon approval of CASCADE's invoice documentation and reimbursement by WSDOT for CASCADE's expenditures. The amount of all invoices submitted for reimbursement by CASCADE shall not exceed twenty thousand dollars ($20,000). B. EDMONDS shall invoice WSDOT Highways and Local Programs for reimbursement funds spent on those items listed under Section III and Section IV of this AGREEMENT. The total amount of all invoices submitted for reimbursement by EDMONDS shall not exceed one million four hundred and ninety thousand dollars ($1,490,000). A. [Q VI. HOLD HARMLESS AND INDEMNIFICATION v CASCADE shall hold harmless, indemnify and defend EDMONDS, its officers, appointed and elected officials, employees and agents from and against any and all claims, actions, suits, liabilities, losses, expenses, damages and judgments of any nature whatsoever, including costs °a and attorney's fees in defense thereof, for injury, sickness, disability or death to persons or a� damage to property or business, caused by or arising out of CASCADE's negligent or intentional acts, errors or omissions in the performance of this AGREEMENT and arising by reason of v CASCADE's participation in this Project; PROVIDED, HOWEVER, that CASCADE's obligations c hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the E sole negligence of EDMONDS, its officers, elected and appointed officials, employees or agents; PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, CASCADE's a obligations hereunder shall apply only to the percentage of fault attributable to CASCADE, its officers, officials, employees or agents. This promise to indemnify and hold harmless shall include claims or litigations brought by CASCADE's employees, as well as third parties, and to the extent necessary, CASCADE waives its immunity under RCW Title 51. This waiver is mutually negotiated by EDMONDS and CASCADE. EDMONDS shall hold harmless, indemnify and defend CASCADE, its officers, employees, and agents from and against any and all claims, actions, suits, liabilities, losses, expenses, damages and judgments of any nature whatsoever, including costs and attorney's fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of EDMONDS' negligent or intentional acts, errors or omissions in the perfo Packet Pg. 199 2.5.a of this AGREEMENT and arising by reason of EDMONDS' participation in this Project; PROVIDED, HOWEVER, that EDMONDS' obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of CASCADE, its officers, elected and appointed officials, employees or agents; PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, EDMONDS' obligations hereunder shall apply only to the percentage of fault attributable to EDMONDS, its officers, officials, employees or agents. This promise to indemnify and hold harmless shall include claims or litigations brought by EDMONDS' employees, as well as third parties, and to the extent necessary, EDMONDS waives its immunity under RCW Title 51. This waiver is mutually negotiated by EDMONDS and CASCADE. C. The parties hereby agree that, except as expressly set forth in this AGREEMENT, the performance of services pursuant to this AGREEMENT shall not constitute an assumption by EDMONDS of any CASCADE obligations or responsibilities. D. The parties hereby agree that, except as expressly set forth in this AGREEMENT, the performance of services pursuant to this AGREEMENT shall not constitute an assumption by CASCADE of any EDMONDS obligations or responsibilities. E. The provisions of this article shall survive the expiration or termination of this AGREEMENT with respect to any event occurring prior to such expiration or termination. VII. INSURANCE A. EDMONDS, as a member of the Washington Cities Insurance Authority (WCIA), shall have the WCIA provide CASCADE with an Evidence of Coverage letter confirming liability coverage of at least $1,000,000 per -occurrence; and confirming blanket contractual coverage that will extend protection to the indemnitee of the member, except for the sole negligence of the indemnitee; and subject to the terms, conditions, exclusions and limits of liability of the current WCIA Coverage Agreement. B. CASCADE, as a member of PLC Insurance, LLC shall have PLC Insurance, LLC provide EDMONDS with an Evidence of Coverage Letter confirming liability coverage that will extend protection to the indemnitee of the member, except for the sole negligence of the indemnitee; and subject to the terms, conditions, exclusions and limits of liability of the current PLC Insurance, LLC Coverage Agreement. VIII. TERMINATION This AGREEMENT may be terminated at any time by mutual agreement of EDMONDS and CASCADE. This AGREEMENT shall automatically terminate and expire when all terms of the Grant and AGREEMENT have been completed and all funds have been dispersed. This AGREEMENT may be terminated immediately with cause by EDMONDS or CASCADE. IX. PROJECT RECORDS During the term of the AGREEMENT, and for a period of not less than six (6) years from the final payment to CASCADE, both parties shall keep all records and accounting pertaining to the Project available for inspection and audit by the State and copies of all records, accounts, documents or other data pertaining to the Project shall be furnished upon request. If any litigation, claim, or audit is commenced, the records and accounts, along with supporting documentation, shall be retained by the parties until all litigation, claim or audit finding has been resolved even though such litigation, claim, or audit may continue past the six -year retention period. X. DISPUTE RESOLUTION A. If a dispute arises between CASCADE and EDMONDS regarding this AGREEMENT, the parties agree that they will attempt to resolve the issue through mutual negotiation. In the event that the parties are not able to reach an agreement through such negotiations, the parties agree to engage in mediation in order to resolve the dispute. Mediation may be requested by either party, and shall be attempted prior to the institution of any lawsuit arising un Packet Pg. 200 2.5.a AGREEMENT. PROVIDED, HOWEVER, both parties may mutually agree in writing to waive mandatory mediation and proceed directly to litigation. Mediation shall be conducted under the then -current Commercial Mediation Rules of the American Arbitration Association or, if such model procedure no longer exists, some other mutually acceptable procedure. EDMONDS and CASCADE shall agree on a single mediator. The parties agree to share the costs of mediation equally. B. This AGREEMENT has been made pursuant to, and shall be construed according to, the laws of the State of Washington. In the event that mediation is unsuccessful and either party finds it necessary to institute legal proceedings to enforce any provision of this AGREEMENT, such proceedings may only be brought in the Superior Court of Snohomish County, Washington. XI. CHANGES AND MODIFICATIONS Either party may request changes, amendments, or additions to any portion of this AGREEMENT; however, except as otherwise provided in this AGREEMENT, no such change, amendment, or addition to any portion of this AGREEMENT shall be valid or binding upon either party unless it is in writing and executed by both parties. All such changes shall be made part of this AGREEMENT. XII. COMPLIANCE WITH LAWS EDMONDS and CASCADE shall comply with all applicable federal, state, and local laws in performing this AGREEMENT. XIII. NONWAIVER EDMONDS' or CASCADE's forbearance or delay in exercising any right or remedy with respect to a failure by the other party to comply with one of its obligations under this AGREEMENT shall not constitute a waiver of the particular non-compliance at issue, nor shall it constitute a waiver of any other concurrent or future act of non-compliance by the other party. XIV. SEVERABILITY Should any clause, phrase, sentence or paragraph of this AGREEMENT or its application be declared invalid or void by a court of competent jurisdiction, the remaining provisions of this AGREEMENT or its applications of those provisions not so declared shall remain in full force and effect. Packet Pg. 201 2.5.a XV. NON-DISCRIMINATION Equal Opportunity Employer In all CASCADE services, programs or activities and all CASCADE hiring and employment made possible by or resulting from this AGREEMENT, there shall be no discrimination by CASCADE or by CASCADE's employees, agents, subcontractors or representatives against any person because of sex, age, (except minimum age and retirement provisions), race, color, creed, national origin, marital status or the presence of any disability including sensory, mental or physical handicaps, except those based upon a bona fide occupational qualification, in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CASCADE shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act, Section 504 of the Rehabilitation Act of 1973 or any other applicable federal, state or local law or regulation regarding non-discrimination. Any material violation of this provision shall be grounds for termination of this AGREEMENT by EDMONDS and, in the case of CASCADE's breach, may result in ineligibility for further EDMONDS agreements. Title VI Assurances Because this AGREEMENT is subject to Federal nondiscrimination laws, CASCADE agrees that the provisions of Appendices 1 & 2, attached hereto and incorporated herein by this reference, apply to this AGREEMENT. XVI. NOTICES AND AGREEMENT ADMINISTRATORS Unless otherwise directed in writing, notices, reports and payments shall be delivered to the following persons who are responsible for administering this AGREEMENT: CITY OF EDMONDS Bertrand Hauss Transportation Engineer 1215`h Ave N Edmonds, WA 98020 CASCADE BICYCLE CLUB Richard Smith Executive Director 7787 62"d Ave W Seattle, WA 98115 Notices mailed by either party shall be deemed effective on the date received. Either party may change its address for receipt of reports, notices, or payments by giving the other written notice of not less than five (5) days prior to the effective date. For accounting purposes, the respective Federal Tax Identification Numbers are: City of Edmonds: 91-6001244 Cascade Bicycle Club: 91-2165219 Packet Pg. 202 2.5.a XVII. ENTIREAGREEMENT These provisions and Appendices 1& 2 represent the entire and integrated agreement of the parties and may not be modified or amended except as provided herein. Whether oral or written, any understanding, which is not incorporated herein, is expressly excluded. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT, effective on the latest date shown below. The signatories below represent and warrant that they possess the authority to execute this AGREEMENT and bind their respective entities. DATED THIS DAY OF 120 CITY OF EDMONDS CASCADE BICYCLE CLUB By By Director of Public Works , Executive Director APPROVED AS TO FORM: Office of the City Attorney STATE OF WASHINGTON ) )ss COUNTY OF ) On this day of , 20 , before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the of the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. NOTARY PUBLIC My commission expires: Packet Pg. 203 2.5.a APPENDIX 1 (Appendix A of USDOT 1050.2A Standard Title VI Assurances) During the performance of this AGREEMENT, CASCADE, for itself, its assignees, and successors in interest (hereinafter collectively referred to as the "Consultant/Contractor") agrees as follows: 1. Compliance with Regulations: The Consultant/Contractor shall comply with the acts and regulations relative to nondiscrimination in federally -assisted programs of the United States Department of Transportation (USDOT), Title 49, Code of Federal Regulations, Part 21 (49 CFR 21), as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. 2. Nondiscrimination: The Consultant/Contractor, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, national origin, sex, age, disability, income - level, or LEP in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Consultant/Contractor shall not participate directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Consultant/ Contractor for work to be performed under a subcontract, including procurement of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by the Consultant/Contractor of the Consultant's/Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, national origin, sex, age, disability, income -level, or LEP. 4. Information and Reports: The Consultant/Contractor shall provide all information and reports required by the Regulations and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the appropriate state or federal agency to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a Consultant/Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Consultant/Contractor shall so certify to the City, or state or federal agency, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the Consultant's/Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such contract sanctions as it or the appropriate state or federal agency may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Consultant/Contractor under the Agreement until the Consultant/Contractor complies; and/or b. Cancellation, termination, or suspension of the Agreement, in whole or in part. 6. Incorporation of Provisions: The Consultant/Contractor shall include the provisions of the above paragraphs one (1) through five (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Consultant/Contractor shall take such action with respect to any subcontractor or procurement as the City or appropriate state or federal agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if the Consultant/Contractor becomes involved in, or is threatened with, litigation by a subcontractor or supplier as a result of such direction, the Consultant/ Contractor may request that the City enter into such litigation to protect the interests of the City; or may request that the appropriate state agency enter into such litigation to protect the interests of the State of Washington. In addition, the Consultant/Contractor may request the appropriate federal agency enter into such litigation to protect the interests of the United States. Packet Pg. 204 2.5.a APPENDIX 2 (Appendix E of USDOT 1050.2A Standard Title VI Assurances) During the performance of this AGREEMENT, CASCADE, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non -Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 etseq.), (prohibits discrimination on the basis of sex); • Section 504 of Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non -Discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Person with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure the LEP person have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100 ); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Packet Pg. 205 2.5.a Improving Lives Through Bicycling E Seattle, WA -8155 cascade P (206) 224-9252e Nwww.cascade.org15 info@cascade.org BICYCLE CLUB 0 /CascadeBicycleQub y @cascadebicycle ®@cascadebicycle Citywide Pedestrian Crossing Enhancements Program City of Edmonds — WSDOT Grant Awarded 2016 Proposed Bicycle Education Programming Deliverables Term: February 1, 2022 — December 312022 Total Project Expenses: $20,000 Let's Go Bicycle and Pedestrian Safety Program Implementation -- $20,000 Let's Go is a free, three-week safety unit that provides physical education teachers with the curriculum, skills, and equipment needed to implement a bicycle and pedestrian course for their students. In South Snohomish County, Cascade works with 16 schools and accompanying teachers, who serve 4,719 elementary and middle school students (grades three to eight) each year. This funding allocation will contribute to approximately nine schools within the overall program. To reach these audiences, Let's Go uses a curriculum that we designed in alignment with the State of Washington's physical education standards. This curriculum gives students skills and knowledge to prevent the most common bicycle and pedestrian errors made by young children. It also seeks to inspire a love of bicycling, physical activity, and active lifestyles. Cascade provides coaching and instruction for public school teachers on how to implement our curriculum in public schools. To fuel this instruction, we also maintain and transport a fleet of 120 youth bicycles, helmets, four trailers, and other bicycle/curriculum equipment for use in public schools. This service gives students access to the equipment they need to learn bicycle -handling skills, properly fit helmets, and use hand signals while riding. Most importantly, this fleet gives students a chance to learn the importance of bicycling as a meaningful and healthy way to stay active and travel to school. This funding will only be allocated to Edmonds schools within the Edmonds School District. Administration -- Incorporated in the above budget allocations Packet Pg. 206 2.6 City Council Agenda Item Meeting Date: 01/11/2022 Public pedestrian and water meter vault easements at 21200 72nd Ave W Staff Lead: Rob English Department: Public Works & Utilities Preparer: Rob English Background/History None Staff Recommendation Place item on future consent agenda for approval by City Council. Narrative The City is currently reviewing a proposed senior living facility, Anthology Senior Living, at 21200 72nd Ave W. Edmonds Community Development Code Chapter 16.60 - General Commercial Zone, requires specific streetscape (planting) and pedestrian (sidewalk) zones to be created along the property frontage. In meeting these requirements, a portion of the sidewalk will be located on private property (on both 72nd Ave W and 212t" St SW) and therefore, public pedestrian easements shall be provided to the City. In addition, the water meter proposed for the subject development requires a vault that is too large to fit entirely within public property and therefore, a public water meter vault easement shall be provided to the City for the encroachment onto private property. Subsequent to City Council approval of the public easements, the easement documents will be recorded against the subject property. Attachments: Attachment 1 - Vicinity Map Attachment 2 - Pedestrian Easement (West Sidewalk) Legal Description Attachment 3 - Pedestrian Easement (North Sidewalk) Legal Description Attachment 4 - Water Meter Vault Easement Legal Description Attachment 5 - Site Improvement Plan Packet Pg. 207 . City of Edmonds Anthology Senior Living 9 S7 r� W SHT 73 S30 T27N R4E DMONOS s FERANC, w ^� LU a H 00 ko SHT 10 S20 T27N C 208TH ST SW 204TH ST SW J L---] L I I I I I I Y I I I I I I I I I � � JOV gP,( I a I SHT 14 = S29 T27.A' R4E 220TH ST SW i 3 ILU JIJ _a 1: 12,125 0 1,010.38 2,020.8 Feet 1,504.7 This ma Is a user generated static output from an Internet mapping site and is foi 18,056 p B p pp B reference only. Data layers that appear on this map may or may not be accurate WGS_1984_Web _Mercator _Auxiliary -Sphere current, or otherwise reliable © City of Edmonds THIS MAP IS NOT TO BE USED FOR DESIGN OR CONSTRUCTION I Legend Notes Vicinity Map 21200 72nd Ave W I 2.6.a I CD Q 04 M M M a) r 3 M L N a �9 to CL a CL M 2 C a) t v Q t a Packet Pg. 208 1 2.6.b Return Address: City Clerk City of Edmonds 121 - 5th Ave. N. Edmonds, WA 98020 PEDESTRIAN EASEMENT Property Address: 21200 72°a Avenue W, Edmonds, Washington 98026 Assessor's Property Tax Parcel No.: 005807-000-004-01 IN CONSIDERATION of benefits to accrue to the grantors herein, the undersigned, CA SENIOR EDMONDS WA PROPERTY OWNER, LLC, a Delaware limited liability company ("GRANTORS") hereby grant to the CITY OF EDMONDS, a Washington Municipal Corporation ("GRANTEE"), a permanent public pedestrian easement for the location and operation of a sidewalk and necessary appurtenances, over, across, through, and below the following described property, together with the right of access to the easement at any time for the stated purposes. The easement hereby granted is located on the parcel legally described on Exhibit A, attached hereto and incorporated herein by this reference, in the COUNTY OF SNOHOMISH, STATE OF WASHINGTON, and is more particularly described and depicted in Exhibits B and C, attached hereto and incorporated herein by this reference. GRANTOR understands and agrees for itself and its successors and assigns not to cause or allow the construction or maintenance of any building or other structure in or upon the area conveyed without the prior written consent of GRANTEE, which consent shall not be unreasonably withheld, conditioned or delayed. GRANTOR understands and agrees that GRANTEE may cause the summary removal of any such building or structure so placed without GRANTOR's consent and that GRANTOR shall make no claim for and shall hold GRANTEE harmless from any claim by a third person for damage to or destruction of the property so removed. GRANTEE agrees to indemnify, defend and hold GRANTOR harmless from any and all liability or damage, including attorneys' fees and costs, incurred or arising directly from GRANTEE's use of the easement as stated above, except those arising from any of GRANTOR's acts, omissions or negligence. GRANTORS expressly reserve all rights not inconsistent with those granted to GRANTEE herein. (Remainder of Page Intentionally Left Blank) FINAL DRAFT - Pedestrian Easement-Anthology-(80050826v3)-c 80050826.3 Packet Pg. 209 2.6.b DATED THIS DAY OF 2022. CA SENIOR EDMONDS WA PROPERTY OWNER, LLC, a Delaware limited liability company By: Name: Title: STATE OF WASHINGTON ) ) ss COUNTY OF SNOHOMISH ) On this day personally appeared before me , the of CA Senior Edmonds WA Property Owner, LLC, Delaware limited liability company, and to me known to be the individual described in and who executed the within and foregoing instrument and acknowledged that (s)he signed the same as free and voluntary act and deed, for the uses and purposes therein mentioned. UNDER MY HAND AND OFFICIAL SEAL THIS DAY OF ,20 NOTARY PUBLIC in and for the State of Washington, residing at (Signatures Continue on Following Page) FINAL DRAFT - Pedestrian Easement-Anthology-(80050826v3)-c 80050826.3 Packet Pg. 210 2.6.b Accepted by the City Council dated CITY OF EDMONDS Michael Nelson, Mayor day of 202_. ATTEST/AUTHENTICATED: Scott Passey, City Clerk APPROVED AS TO FORM: Office of the City Attorney FINAL DRAFT - Pedestrian Easement-Anthology-(80050826v3)-c 80050826.3 Packet Pg. 211 2.6.b EXHIBIT A PARCEL LEGAL DESCRIPTION THE NORTH 159 FEET OF TRACT 4, SOLNER'S FIVE ACRE TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 7 OF PLATS, PAGE 25, RECORDS OF SNOHOMISH COUNTY, WASHINGTON. EXCEPT THE WEST 100 FEET THEREOF. (ALSO KNOWN AS LOT 4 OF CITY OF EDMONDS SHORT PLAT NO. S-20-77, RECORDED UNDER AUDITOR'S FILE NO. 7705310298). SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. NW 1/4, NW 1/4, SEC. 29, TWP. 27N., RGE. 4E., W.M. CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON ��aanee �O D AxisREDMOND, Survey & Mapping 15241 NE 90TH ST WA 98052 TEL. 425.823-5700 FAX 425.823-6700 www.axismap.com JOB NO, 18.210 DATE 9/7/21 DRAWN BY ERM CHECKED BY WTB SCALE N/A SHEET IOF3 FINAL DRAFT - Pedestrian Easement-Anthology-(80050826v3)-c 80050826.3 Packet Pg. 212 2.6.b EXHIBIT B PUBLIC SIDEWALK EASEMENT LEGAL DESCRIPTION THE EAST 1.00 FOOT OF THE SOUTH 126.50 FEET OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THE NORTH 159 FEET OF TRACT 4, SOLNER'S FIVE ACRE TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 7 OF PLATS, PAGE 25, RECORDS OF SNOHOMISH COUNTY, WASHINGTON. EXCEPT THE WEST 100 FEET THEREOF. (ALSO KNOWN AS LOT 4 OF CITY OF EDMONDS SHORT PLAT NO. S-20-77, RECORDED UNDER AUDITOR'S FILE NO. 7705310298). SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. CONTAINING AN AREA OF ±126 Sp. FT. MORE OR LESS. TRAVIS �Q 44FWA v ti L4 1 0 46372 NW 1/4, NW 1/4, SEC. 29, TWP. 27N., RGE. 4E., W.M. CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON O� AxisREDMOND, Survey & Mapping 15241 NE 90TH ST WA 98052 TEL. 425.823-5700 FAX 425.823-6700 www.axismap.com 103 NO. 18 210 DATE 9/7/21 DRAWN BY ERM CHECKED BY WTB SCALE N/A SHEET 2OF3 FINAL DRAFT - Pedestrian Easement-Anthology-(80050826v3)-c 80050826.3 Packet Pg. 213 2.6.b EXHIBIT C PUBLIC SIDEWALK EASEMENT LEGAL DEPICTION N89.52'54"W 1374.51' — 212TH ST SW o M 213.54' LOT 4 A7[IS ' 1'x126.5' GRAPHIC SCALE PUBLIC ' SIDEWALK i EASEMENT � ® i i 0 15. 30' io N 1"=30' 1O THIS EXHIBIT HAS BEEN PREPARED TO ASSIST IN THE INTERPRETATION OF THE ACCOMPANYING LEGAL DESCRIPTION. IF THERE IS A CONFLICT BETWEEN THE WRITTEN LEGAL DESCRIPTION AND THIS SKETCH, THE LEGAL DESCRIPTION SHALL PREVAIL. SoZ( of v)--7 G� t 0-AZ�p298 Soo?-5 N89'52'53"W 213.20' ®�-3 NW 1/4, NW 1/4, SEC. 29, TWP. 27N., RGE. 4E., W.M. CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON �ODaaaae`�� Axis.ED15241MOND,E WA 98052 TEL. 425.823-5700 Survey & Mapping FAX 425.823-6700 i� 30' in www.axismap.com JOB NO. DATE 18-210 9/7/21 DRAWN BY CHECKED BY ERM WTB SCALE SHEET 1"=30' 3OF3 FINAL DRAFT - Pedestrian Easement-Anthology-(80050826v3)-c 80050826.3 Packet Pg. 214 2.6.c Return Address: City Clerk City of Edmonds 121 - 5th Ave. N. Edmonds, WA 98020 PEDESTRIAN EASEMENT Property Address: 21200 72°d Avenue W, Edmonds, Washington 98026 Assessor's Property Tax Parcel No.: 005807-000-004-01 IN CONSIDERATION of benefits to accrue to the grantors herein, the undersigned, CA SENIOR EDMONDS WA PROPERTY OWNER, LLC, a Delaware limited liability company ("GRANTORS") hereby grant to the CITY OF EDMONDS, a Washington Municipal Corporation ("GRANTEE"), a permanent public pedestrian easement for the location and operation of a sidewalk and necessary appurtenances, over, across, through, and below the following described property, together with the right of access to the easement at any time for the stated purposes. The easement hereby granted is located on the parcel legally described on Exhibit A, attached hereto and incorporated herein by this reference, in the COUNTY OF SNOHOMISH, STATE OF WASHINGTON, and is more particularly described and depicted in Exhibits B and C, attached hereto and incorporated herein by this reference. GRANTOR understands and agrees for itself and its successors and assigns not to cause or allow the construction or maintenance of any building or other structure in or upon the area conveyed without the prior written consent of GRANTEE, which consent shall not be unreasonably withheld, conditioned or delayed. GRANTOR understands and agrees that GRANTEE may cause the summary removal of any such building or structure so placed without GRANTOR's consent and that GRANTOR shall make no claim for and shall hold GRANTEE harmless from any claim by a third person for damage to or destruction of the property so removed. GRANTEE agrees to indemnify, defend and hold GRANTOR harmless from any and all liability or damage, including attorneys' fees and costs, incurred or arising directly from GRANTEE's use of the easement as stated above, except those arising from any of GRANTOR's acts, omissions or negligence. GRANTORS expressly reserve all rights not inconsistent with those granted to GRANTEE herein. (Remainder of Page Intentionally Left Blank) FINAL DRAFT - Pedestrian Easement (North Sidewalk)-Anthology-(81410721v1)-c 81410721.1 Packet Pg. 215 2.6.c DATED THIS DAY OF 2022. CA SENIOR EDMONDS WA PROPERTY OWNER, LLC, a Delaware limited liability company By: Name: Title: STATE OF WASHINGTON ) ) ss COUNTY OF SNOHOMISH ) On this day personally appeared before me , the of CA Senior Edmonds WA Property Owner, LLC, Delaware limited liability company, and to me known to be the individual described in and who executed the within and foregoing instrument and acknowledged that (s)he signed the same as free and voluntary act and deed, for the uses and purposes therein mentioned. UNDER MY HAND AND OFFICIAL SEAL THIS DAY OF ,20 NOTARY PUBLIC in and for the State of Washington, residing at (Signatures Continue on Following Page) FINAL DRAFT - Pedestrian Easement (North Sidewalk)-Anthology-(81410721v1)-c 81410721.1 Packet Pg. 216 2.6.c Accepted by the City Council dated CITY OF EDMONDS Michael Nelson, Mayor day of 202_. ATTEST/AUTHENTICATED: Scott Passey, City Clerk APPROVED AS TO FORM: Office of the City Attorney FINAL DRAFT - Pedestrian Easement (North Sidewalk)-Anthology-(81410721v1)-c 81410721.1 Packet Pg. 217 2.6.c EXHIBIT A PARCEL LEGAL DESCRIPTION THE NORTH 159 FEET OF TRACT 4, SOLNER'S FIVE ACRE TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 7 OF PLATS, PAGE 25, RECORDS OF SNOHOMISH COUNTY, WASHINGTON. EXCEPT THE WEST 100 FEET THEREOF. (ALSO KNOWN AS LOT 4 OF CITY OF EDMONDS SHORT PLAT NO. S-20-77, RECORDED UNDER AUDITOR'S FILE NO. 7705310298). SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON, NW 1/4, NW 1/4, SEC. 29, TWP. 27N., RGE. 4E., W.M. CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON www.axismap.com JOB NO. DATE pOoa��DD 18 210 9/7/21 O 15241 NE 90TH ST Axis REDMOND, WA 98052 DRAWN BY CHECKED BY TEL. 425.823-5700 ERM WTB Survey & Mapping FAX 425.823-6700 SCALE SHEET N/A 1OF3 FINAL DRAFT - Pedestrian Easement (North Sidewalk)-Anthology-(81410721vl)-c 81410721.1 Packet Pg. 218 2.6.c EXHIBIT B PUBLIC SIDEWALK EASEMENT LEGAL DESCRIPTION THE NORTH 8.00 FEET OF THE WEST 196.00 FEET OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THE NORTH 159 FEET OF TRACT 4, SOLNER'S FIVE ACRE TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 7 OF PLATS, PAGE 25, RECORDS OF SNOHOMISH COUNTY, WASHINGTON. EXCEPT THE WEST 100 FEET THEREOF. (ALSO KNOWN AS LOT 4 OF CITY OF EDMONDS SHORT PLAT NO. S-20-77, RECORDED UNDER AUDITOR'S FILE NO. 7705310298). SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. CONTAINING AN AREA OF t1,568 SO. FT. MORE OR LESS, NW 1/4, NW 1/4, SEC. 29, TWP. 27N., RGE. 4E., W.M. CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON va �pQQ�e� Axis Survey & Mapping 15241 NE 90TH ST REDMOND, WA 98052 TEL. 425.823-5700 FAX 425.823-6700 www.axlsmap.com JOB NO. 18 DATE 9/7/21 DRAWNWN B BY ERM CHECKED BY WTB SCALE N/A SHEET 2OF3 FINAL DRAFT - Pedestrian Easement (North Sidewalk)-Anthology-(81410721vl)-c 81410721.1 Packet Pg. 219 2.6.c EXHIBIT C PUBLIC SIDEWALK EASEMENT LEGAL DEPICTION THIS EXHIBIT HAS BEEN PREPARED TO — Q — ASSIST IN THE INTERPRETATION OF THE ACCOMPANYING LEGAL DESCRIPTION. IF eoo THERE IS A CONFLICT BETWEEN THE w v WRITTEN LEGAL DESCRIPTION AND THIS cis SKETCH, THE LEGAL DESCRIPTION SHALL PREVAIL. GRAPHIC SCALE 0 30' 60' 212TH ST SW 1° = 60, N89-52'54"W 1374.51' 0 0 M � 8.0, 213.54' 196.0' 30' 1 B'xl96' PUBLIC iv SIDEWALK EASEMENT N9 o c LO LOT 4 N 1® 3 0 00 �3 M � � Q o EDMOZps"j1 ? N o n z SNOR�1"1p531029$ O z N89'52'53"W 213.20' 30' Jo 3 NW 1/4, NW 1/4, SEC. 29, TWP. 27N., RGE. 4E., W.M. CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON www.axismap.com �pQQ�ee JOB NO, DATE 18-210 9/7/21 15241 NE 90TH ST AxisREDM..D, WA 98052 DRAWN BY CHECKED BY TEL. 425.823 5700 ERM WTB Survey & Mapping FAX 425.823-6700 SCALE SHEET 1"=603OF3 FINAL DRAFT - Pedestrian Easement (North Sidewalk)-Anthology-(8141072Iv1)-c 81410721.1 Packet Pg. 220 2.6.d Return Address: City Clerk City of Edmonds 121 - 5th Ave. N. Edmonds, WA 98020 WATER METER VAULT EASEMENT Grantor: CA SENIOR EDMONDS WA PROPERTY OWNER, LLC, a Delaware limited liability company Grantee: CITY OF EDMONDS, a Washington Municipal Corporation Property Address: 21200 72°a Avenue W, Edmonds, Washington 98026 Assessor's Property Tax Parcel No.: 005807-000-004-01 IN CONSIDERATION of benefits to accrue to the grantors herein, the undersigned, CA SENIOR EDMONDS WA PROPERTY OWNER, LLC, a Delaware limited liability company ("GRANTORS") hereby grant to the CITY OF EDMONDS, a Washington Municipal Corporation ("GRANTEE"), a permanent easement for the installation, construction, operation, maintenance, repair, reconstruction and/or replacement of a water meter vault and necessary appurtenances, over, across, through, and below the following described property, and the further right, at GRANTEE's sole expense, to remove trees, bushes, undergrowth and other obstructions thereon interfering with the location, construction, operation, maintenance, repair, reconstruction and/or replacement of said water meter vault and necessary appurtenances, together with the right of access to the easement at any time for the stated purposes. The easement hereby granted is located on the parcel legally described on Exhibit A, attached hereto and incorporated herein by this reference, in the COUNTY OF SNOHOMISH, STATE OF WASHINGTON, and the easement area (the "EASEMENT AREA") is more particularly described and depicted in Exhibits B and C, attached hereto and incorporated herein by this reference. GRANTEE shall, at GRANTEE'S sole expense, be responsible for the maintenance, repair, replacement, removal, relocation and reconstruction of the water meter vault and necessary appurtenances. Further, GRANTEE agrees to restore to substantially the original condition such improvements as are disturbed during the construction, maintenance, and repair of said utility or utilities; provided, however, GRANTOR shall not construct any permanent structures over, upon or below, within the EASEMENT AREA. Notwithstanding the foregoing, (a) GRANTEE acknowledges that a certain storm sewer line, storm sewer drain or other facilities (collectively, the "EXISTING FACILITIES") may be located in the Easement Area by virtue of that certain Storm Sewer Easement Agreement recorded May 16, 2018 as Recording Number 201805160124, as modified by that certain Partial Release and First Amendment to Storm Sewer Easement Agreement recorded February 14, 2019 as Recording Number 201902140157 (as amended, the "EXISTING EASEMENT"), (b) GRANTOR shall be solely responsible for any repairs or restoration of the EXISTING FACILITIES necessitated by GRANTEE's use of the EASEMENT AREA in accordance with this water meter vault easement agreement, and (c) GRANTOR shall be solely responsible for any damage to the water meter vault and necessary appurtenances arising in connection with the maintenance, repair, reconstruction or replacement of the EXISTING FACILITIES. Nothing set forth herein shall be construed as a revocation of the rights of the grantee set forth in the Existing Easement. Except as expressly provided to the contrary in this agreement, GRANTEE agrees to indemnify, defend and hold GRANTOR harmless from any and all liability or damage, including attorneys' fees and costs, incurred or arising directly from GRANTEE's use, maintenance, repair, replacement, removal, relocation and reconstruction of and access to the systems, except those arising from any of GRANTOR'S acts, omissions or negligence. GRANTORS expressly reserve all rights not inconsistent with those granted to GRANTEE herein. (Remainder of Page Intentionally Left Blank) FINAL DRAFT - Water Meter Vault Easement-Anthology-(81296584v2)-c 81296584.2 Packet Pg. 221 2.6.d DATED THIS DAY OF 2022. CA SENIOR EDMONDS WA PROPERTY OWNER, LLC, a Delaware limited liability company By: Name: Title: STATE OF WASHINGTON ) ) ss COUNTY OF SNOHOMISH ) On this day personally appeared before me , the of CA Senior Edmonds WA Property Owner, LLC, Delaware limited liability company, and to me known to be the individual described in and who executed the within and foregoing instrument and acknowledged that (s)he signed the same as free and voluntary act and deed, for the uses and purposes therein mentioned. UNDER MY HAND AND OFFICIAL SEAL THIS DAY OF ,20 NOTARY PUBLIC in and for the State of Washington, residing at (Signatures Continue on Following Page) FINAL DRAFT - Water Meter Vault Easement-Anthology-(81296584v2)-c 81296584.2 Packet Pg. 222 2.6.d Accepted by the City Council dated CITY OF EDMONDS Michael Nelson, Mayor day of 202_. ATTEST/AUTHENTICATED: Scott Passey, City Clerk APPROVED AS TO FORM: Office of the City Attorney FINAL DRAFT - Water Meter Vault Easement-Anthology-(81296584v2)-c 81296584.2 Packet Pg. 223 2.6.d EXHIBIT A ENCUMBERED PARCEL THE NORTH 159 FEET OF TRACT 4, SOLNER'S FIVE ACRE TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 7 OF PLATS, PAGE 25, RECORDS OF SNOHOMISH COUNTY, WASHINGTON EXCEPT THE WEST 100 FEET THEREOF. (ALSO KNOWN AS LOT 4 OF CITY OF EDMONDS SHORT PLAT NO. S-20-77, RECORDED UNDER AUDITOR'S FILE N0. 7705310298). SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON. NW 1/4, NW 1/4, SEC. 29, TWP. 27N., RGE. 4E., W.M. CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON www.axismap.com JOB N0. DATE Axis 15241 NE 90TH ST, 18-210 12/27/21 SUITE 100 REDMOND, WA 98052 Survey &Mapping TEL. 425.823-5700 FAX 425.823-6700 DRAWN 8Y ARH CHECKED 8Y WTB SCALE N/A SHEET 1 OF 3 FINAL DRAFT - Water Meter Vault Easement-Anthology-(81296584v2)-c 81296584.2 Packet Pg. 224 2.6.d EXHIBIT B EASEMENT LEGAL DESCRIPTION THAT PORTION OF THE NORTH 159 FEET OF TRACT 4, SOLNER'S FIVE ACRE TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 7 OF PLATS, PAGE 25, RECORDS OF SNOHOMISH COUNTY, WASHINGTON. EXCEPT THE WEST 100 FEET THEREOF. (ALSO KNOWN AS LOT 4 OF CITY OF EDMONDS SHORT PLAT NO. S-20-77, RECORDED UNDER AUDITOR'S FILE NO. 7705310298). SITUATE IN THE COUNTY OF SNOHOMiSH, STATE OF WASHINGTON. MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY CORNER OF THE SAID LOT 4; THENCE SOUTH 89'52'54" EAST, ALONG THE NORTHERLY LINE THEREOF, 14.50 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00'03'46" WEST 7.73 FEET; THENCE SOUTH 89'52'54" EAST 16.67 FEET; THENCE NORTH 00'03'46" EAST 7.73 FEET TO THE NORTH LINE OF SAID LOT 4; THENCE NORTH 89'52'54" WEST 16.67 FEET TO THE POINT OF BEGINNING CONTAINING AN AREA OF f128,9 SQ. FT, NW 1/4, NW 1/4, SEC. 29, TWP, 27N., RGE. 4E., W.M. CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON Axis 15241 NE 90TH ST, SUITE 100 REDMOND, WA 98052 Survey &Mapping TEL. 425,823-5700 FAX 425.823-6700 www.axismap.com JOB NO. 1$-210 DATE 12/27/21 DRAWN BY ARH CHECKED BY WTB SCALE N/A SHEET 2 OF 3 FINAL DRAFT - Water Meter Vault Easement-Anthology-(81296584v2)-c 81296584.2 Packet Pg. 225 2.6.d EXHIBIT C EASEMENT DEPICTION a. Is GRAPHIC SCALE 0 5' 10, 212TH ST SW S89"52'54'E POINT OF 14.50' BEGINNING POINT OF N89'52'54"W COMMENCEMEMT 0 16.67' n S89'52'54"E r� o 16.67' j o z LOT 4 THIS EXHIBIT HAS BEEN PREPARED TO ASSIST IN THE INTERPRETATION OF THE ACCOMPANYING LEGAL DESCRIPTION. IF THERE IS A CONFLICT BETWEEN THE WRITTEN LEGAL DESCRIPTION AND THIS SKETCH, THE LEGAL DESCRIPTION SMALL PREVAIL. NW 1/4, NW 1/4, SEC. 29, TWP. 27N., RGE. 4E., W.M. CITY OF EDMONDS, SNOHOMISH COUNTY, WASHINGTON www.axismap.com JOB NO. DATE � Axis 15241 NE 90TH ST, SUITE 100 REDMOND, WA 98052 Survey &Mapping TEL. 425.823-5700 FAX 425.823-6700 18-210 12/27/21 PRAWN BY ARH CHECKED BY WTB SCALE 1"=10' SHEET 3 OF 3 FINAL DRAFT - Water Meter Vault Easement-Anthology-(81296584v2)-c 81296584.2 Packet Pg. 226 2.6.e 212TH STREET SW 3' 12 6? ACRNTY ZONE WDRI VARIES MIN. }'/MAIL Y D5 CONCRETE CURB m Y IMpE LANDSCAPE WDM IrEASTINU 2121H 51RE SDFWALK VARIES MIN. 8 SW nIPROVEMEN75 ZIM STREET SW - SECTION A SCALE: NTS A s� lT. �- 1 5 LANDSCAPE ? WDIH YARICS I m SCREEN WALL DVCONCRETE CURB 9 rRASN 5' MI I RN AVE SrgpNG AREA SIDEWALK RDTH VARIES- WROVDIENRS MN. 5 EM. GAS `�/��i LT i0 , PEMAIN 72ND AVE W - SECTION B SCALE NTS DRAFT — PARTIAL SITE IMPROVEMENT PLAN - r N"IX SITE I CIVIL Z S 11235 8.9. 611$11 8W1e 1. (� DRIlevue, wR 98004 r L: 425.459.950111: 42b453-W C —na ng.-. C CLIENT1 WNER 0 C ANTHOLOGY ANTHOLOG' OF EDMOND I NAVIX PRWECI NUMBER: 6961 PROJECT ADDRESS i c Sc 21200 72ND AVE W { EDMONDS, WA 98026 y c r STAMP Z s y7ZA •y — 1 c "�srw.• �',� osrzs�roz! c s c REVI$IDNS s Eir ISSUED FOR: 0 DESAC,N REVIEW SUaAxTTAI Q a DESIGN REVIEW RESUBMRTM1L 3 DESIGN RENEW RESVEMRTK s i 6 CIVIL Pi PERMIT REWRMInK IX 6 PERYR RDSURYRIK Q r RERYNI.WRYRTK 8 DESIGN REVIEW RES.-- 9 DESIGN REVIEW RESUSMRTLL ` RESUE IiiAL c s SECTION, TOWNSHIP, RANG xw ua xw+raas0 zarux,RAx PROJECT TEAM Y REYIEWEADY'. j. GI + DESIGNED Rv_ - s c MEET NAME S BLDE0116 i IMPROVE PLA Ju10121 �r SHEET NUMBEA��r ` C-1.0 Packet Pg. 227 2.7 City Council Agenda Item Meeting Date: 01/11/2022 Contract Change Order for City Park Odor Scrubber Staff Lead: Pamela Randolph Department: Public Works & Utilities Preparer: Rob English Background/History None Staff Recommendation Forward the item to the City Council for approval. Narrative Hydrogen Sulfide gas is being released into the atmosphere from a City owned sewer mainline and private roof vents in the area of Pine St and 2nd/3rd Ave S. The gas has a rotten egg smell which results in numerous complaints from residents in the area. An activated carbon odor scrubber has been identified as the most efficient and effective method of capturing and destroying the odor. The Odor Scrubber facility will be constructed at the south entry way into City Park, just north of Pine St at 2nd Ave. S. The 2022 Budget (Decision Package 68) includes $448,020 to construct this facility. The amount programmed in the decision package was prepared in July, 2021. During fall 2021, more detailed designs were developed and additional work and requirements were added that have resulted in an increase in cost. Staff will provide information on the added scope of work and costs at the committee meeting. Construction of the facility is being completed under a Contract Change Order as part of the Carbon Recovery Project at the Wastewater Treatment Plant. Packet Pg. 228