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2025-05-06 Council Committee A PacketAgenda Edmonds City Council COUNCIL COMMITTEE A CITY COUNCIL CONFERENCE ROOM 121 - 5TH AVENUE N, EDMONDS, WA 98020 MAY 6, 2025, 3:00 PM Edmonds City Council Agenda May 6, 2025 Page 1 COUNCIL COMMITTEE MEETINGS ARE WORK SESSIONS FOR THE COUNCIL AND CITY STAFF. COMMITTEE MEETING AGENDAS DO NOT INCLUDE AUDIENCE COMMENTS OR PUBLIC HEARINGS. PERSONS WISHING TO JOIN THIS MEETING VIRTUALLY IN LIEU OF IN-PERSON ATTENDANCE CAN CLICK ON OR PASTE THE FOLLOWING ZOOM MEETING LINK 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 STAFF AND COUNCILMEMBERS ATTEND COMMITTEE MEETINGS VIRTUALLY, AND MEMBERS OF THE PUBLIC ARE ENCOURAGED TO ATTEND THE SAME WAY. IF MEMBERS OF THE PUBLIC CANNOT ACCESS THE VIRTUAL COMMITTEE MEETINGS WITH THEIR PERSONAL DEVICES, A MONITOR IS PROVIDED AT THE CITY COUNCIL CONFERENCE ROOM AT 121 5TH AVE N, EDMONDS WA. COMMITTEE MEMBERS: MICHELLE DOTSCH (CHAIR), SUSAN PAINE, WILL CHEN, AND COUNCIL PRESIDENT (EX-OFFICIO MEMBER) 1. CALL TO ORDER 2. COMMITTEE BUSINESS 1. Pet Data Contract (5 min) 2. UW PD Contract for Officer Overtime (5 min) 3. ILA SNO911 (5 min) 4. CJTC Interagency Agreement for Instructors (5 min) 5. Development Fee Update (10 min) 6. Job Order Contracting Program - Request for Proposals for Prime Contractors (15 min) 7. Presentation of the Scope of Work for the Safety Action Plan (15 min) 8. 2024 Transportation Impact Fee Annual Report (10 min) 9. An ordinance of the City of Edmonds granting to MCImetro Access Transmission Services, LLC, DBA Verizon Access Tranmission Services, a Delaware limited liability company, (MCI) its successors Edmonds City Council Agenda May 6, 2025 Page 2 and assigns, an extension and continuation of its nonexclusive franchise to install, operate, and maintain a telecommunications system in the right-of-way, establishing an effective date. (10 min) 10. Seattle Fiber Partners agreement addendum 73 (10 min) ADJOURNMENT City Council Agenda Item Meeting Date: 05/6/2025 Pet Data Contract Staff Lead: Chief Rod Sniffen Department: Police Services Preparer: Alexandra Ehlert Background/History Edmonds Municipal Code section 5.05 requires all dogs to be licensed by January 1st of each year. The police department is the designate “animal control authority” and as such, we facilitate and manage pet licensing (dogs and cats). Cat licensing is not required by code, but available. Residents respond in person to the PD or register on-line for dog licenses. In both cases, we utilize the services of PetData as the repository of all dog license data and the on-line service is through their portal. If registering in- person, information and fees are collected and then the information is sent to PetData. Our current agreement with PetData expires on May 4, 2025. The current agreement establishes services, rates, and financial agreements. The police department has forecasted and budgeted for the expenses to continue with this service. There is no budget impact as the fees collected exceed the cost to provide the service. We are working on a proposal to increase our animal licensing fees in the future. The PetData agreement was approved as to form by Sharon Cates on 3/20/25 Staff Recommendation Staff recommends Council approve the mayor to sign the 2025 PetData agreement. Narrative <Type or insert text here> Attachments: 2025 Edmonds Agreement 3.25.2025 2.1 Packet Pg. 3 - 1 - AGREEMENT FOR ANIMAL LICENSING SERVICES __________________________ THIS AGREEMENT FOR ANIMAL LICENSING SERVICES (“Agreement”) is made and entered into by and between the City of Edmonds, Washington hereinafter called “CITY,” and PETDATA, INC., a Texas for-profit corporation, hereinafter called “CONTRACTOR,” as of the date last signed by a party as reflected on the signature page of this Agreement (“the Execution Date”). For good and valuable consideration, CITY and CONTRACTOR agree as follows: 1. SERVICES For the consideration set forth below, CONTRACTOR agrees to provide to CITY the animal licensing services described under “CONTRACTOR’s RESPONSIBILITIES” in Exhibit A, attached hereto and incorporated herein by reference (collectively, the “Services”), upon the terms and conditions of this Agreement. The Services relate to CITY’s licensing and registration of pets. CITY agrees to perform “CITY’s RESPONSIBILITIES” described in Exhibit A. In the event of any conflict between any of the contents of Exhibit A and any of the provisions of the main body of this Agreement, the provisions of the main body of this Agreement will prevail. 2. OVERSIGHT AND COORDINATION All Services shall be performed to the reasonable satisfaction of CITY, as reasonably determined by CITY’s Administrator or other person whom CITY shall from time to time designate to monitor the performance of the Services by CONTRACTOR. CITY agrees to promptly notify CONTRACTOR of the name and contact information of the person who will monitor the performance of the Services on behalf of CITY, and to promptly notify CONTRACTOR of any changes to CITY’S monitoring designee or the contact information for CITY’s monitoring designee. 3. PERFORMANCE OF SERVICES CONTRACTOR acknowledges that, prior to signing this Agreement, CONTRACTOR has become familiar with the scope of the Services required under this Agreement. Subject to CONTRACTOR’s fulfillment of its obligations under this Agreement, the means, methods, timing, and manner of performing the Services shall be within the sole discretion of CONTRACTOR. CONTRACTOR may perform the Services at such location(s) that CONTRACTOR may from time to time determine, and shall not be required to perform any of the Services at a CITY location. CITY acknowledges that CONTRACTOR shall not be obligated to commence the performance of the Services until the Commencement Date, as hereinafter provided. CONTRACTOR shall not be responsible or liable to CITY or any third party for any delays, errors or omissions in the performance of the Services or any losses or damages sustained by CITY or any third party that are caused by (i) CITY or any of CITY’s employees or agents, (ii) the inaccuracy, incompleteness, or other insufficiency of any data furnished by or on behalf of CITY to CONTRACTOR under or in connection with this Agreement, or (iii) any other items furnished by or on behalf of CITY to CONTRACTOR under or in connection with this Agreement. 4. CUSTOM SUPPLIES If CITY requests that CONTRACTOR utilize specific supplies in connection with the performance of the Services, such as, for example, forms, brochures, or rabies books, CITY will provide those supplies to CONTRACTOR without charge. 2.1.a Packet Pg. 4 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) - 2 - 5. BANK ACCOUNTS Licensing fees and any other amounts that are collected by CONTRACTOR for the benefit of CITY under this Agreement will be deposited into an account of one of the following types that is from time to time designated by CITY (a “Bank Account”): A. An account established and maintained by CITY in its name at a bank or other financial institution (a “CITY Account”); or B. A separate account established and maintained by CONTRACTOR at a bank or other financial institution selected by CONTRACTOR in which will be deposited funds that relate solely to this Agreement (a “Maintained Account”). CITY will initially designate the type of Bank Account to be utilized hereunder in a notice that CITY will deliver to CONTRACTOR during the Transition Phase in accordance with Section 11. CITY may thereafter change the designation of the type of Bank Account to be utilized hereunder from time to time upon notice to CONTRACTOR, and CONTRACTOR will have a reasonable time in order to effect any such requested change. CITY will reimburse CONTRACTOR for all out-of-pocket expenses incurred by CONTRACTOR in connection with any change in the type of Bank Account utilized hereunder. CITY acknowledges and consents that CONTRACTOR may make an initial deposit into a Maintained Account from CONTRACTOR’s funds in order to establish the account, which initial deposit will be refunded or otherwise reimbursed to CONTRACTOR. When a Maintained Account is closed, any funds remaining in the account after the payment of all amounts due CITY hereunder will belong to and be disbursed to CONTRACTOR. 6. COMPENSATION TO CONTRACTOR In consideration of the Services, CONTRACTOR shall be entitled to the following compensation: A. Basic Fees. CITY shall pay to CONTRACTOR the following fees for all animal licenses issued during the term of this Agreement, regardless of whether they are issued by CITY, CONTRACTOR, veterinarians, or any other persons: 1) $4.30 for each one-year license or replacement tag and for the first year for each multi-year license (which amount is subject to adjustment as provided below). 2) $2.00 for each additional year after the first year for each multi-year license. 3) $2.50 collection service fee for each late fee, if any, paid by a Licensee during the term of this Agreement. If the United States Postal Service increases its postage rates during the term of this Agreement, the parties agree that CONTRACTOR may adjust its fees under this Section 6A from time to time in order to compensate CONTRACTOR for actual increased postage costs. CONTRACTOR will notify CITY thirty days prior to the date that any increase described in this paragraph will go into effect. The fees paid to CONTRACTOR under this Section 6A are further subject to reasonable adjustment in the event that CITY adds, modifies or eliminates any fees that are charged to Licensees during the term of this Agreement. CITY and CONTRACTOR agree to negotiate any such reasonable adjustments in good faith. As used in this Agreement, the term “Licensee” refers to any person who applies for an animal license to be issued by or on behalf of CITY. 2.1.a Packet Pg. 5 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) - 3 - An animal license will be considered “issued” for purposes of this Agreement regardless of the means, method, program, process, or agency used for the issuance or registration of the license, and whether or not a fee or other consideration is charged or received by the CITY for the license. Without limiting the generality of the foregoing, an animal license that is donated or issued free of charge by the CITY or that is issued as part of a bundling of CITY services or programs will be considered “issued” for purposes of this Agreement. Further, any animal license that is processed by CONTRACTOR for CITY during the term of this Agreement will be considered “issued” for purposes of this Agreement, whether or not the license was or is actually issued or delivered before, during, or after the term of this Agreement. B. Additional Service Fees or Costs. The following fees or cost reimbursements will apply to the extent that the corresponding services described below are requested by CITY: 1) Cost of Bank Account. CITY will be responsible for all out-of-pocket costs related to any Bank Account. CITY will reimburse CONTRACTOR on a monthly basis for any out-of-pocket costs for a Bank Account that are paid by CONTRACTOR. CITY may request copies of the bank statements for a Maintained Account at any time and CONTRACTOR will provide available bank statements for that Maintained Account within five business days after a request is received by CONTRACTOR. 2) Bank Deposit Mailing Fees. If CITY requires CONTRACTOR to deposit money into a CITY Account other than at a branch located in the CITY where CONTRACTOR’s principal office is located, CONTRACTOR may make any deposit to that CITY Account by means of any form of U.S. Mail or overnight delivery service, and the actual cost to transmit the deposits to the required bank location will be borne by CITY and included in invoices submitted to CITY for the Services. 3) Postal Box/Mail Forwarding Fee. If CITY requests CONTRACTOR to establish a local post office box for mail collection and forwarding, CITY will pay or reimburse CONTRACTOR for the actual costs of mail box rental, mail forwarding and postage fees. 4) Supply Fee. If CITY requests changes to supplies or notices that it has previously approved, including but not limited to fee or program changes, CITY will be responsible for the actual costs associated with changing, replacing or discontinuing the use of the previously approved supplies. If CITY terminates this Agreement for any reason other than for cause, CITY will remain responsible for the actual cost of supplies purchased on its behalf. 5) Lock Box Fees. If CITY utilizes a lockbox, the actual fees and costs associated with the lockbox, including the cost to forward mail to CONTRACTOR from a lockbox, shall be borne solely by CITY. C. Charges to Licensees. CITY agrees that CONTRACTOR may charge and collect the following fees directly from Licensees, and CONTRACTOR shall be entitled to retain any such fees so collected as part of CONTRACTOR’s compensation under this Agreement, except as otherwise provided below: 1) $2.00 for each on-line transaction engaged in by a Licensee. 2.1.a Packet Pg. 6 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) - 4 - 2) CONTRACTOR may charge a fee to a Licensee of no more than $25.00 (or, if lower, the maximum amount permitted by applicable law from time to time in effect) for each check or other payment from that Licensee that is returned uncollected for any reason. Any such returned item fee related to a Maintained Account that is actually collected shall be deposited into the Maintained Account and shall be for the benefit of CITY; otherwise the fee shall be retained by CONTRACTOR. 7. MODIFICATIONS OF SERVICES If CITY requests Services in addition to those described in this Agreement, and CONTRACTOR agrees to provide those additional Services, then CONTRACTOR shall be entitled to additional compensation for those additional Services as shall be agreed upon by CONTRACTOR and CITY in a written modification to this Agreement that is signed by CITY and CONTRACTOR. CONTRACTOR shall not be required to perform any such additional Services unless and until the parties have entered into a written modification of this Agreement. Without limiting the other types of services that may be considered to be outside of the scope of the Services described in this Agreement, the following types of Services would be considered to be outside of the scope of the Services described in this Agreement and, therefore, the subject of additional compensation to CONTRACTOR: customized software projects; requests for new features in CONTRACTOR’s software; or requests for CONTRACTOR to implement new procedures or operations. CITY may determine after the Execution Date that certain portions of the Services are no longer necessary, in which event CITY shall notify CONTRACTOR of the portions of the Services that are no longer required, and CONTRACTOR shall be relieved of the responsibility for performing those portions of the Services. However, there shall be no adjustment in CONTRACTOR’s compensation hereunder for any portions of the Services that CONTRACTOR is not required to perform. 8. REPORTS A. Reports from CONTRACTOR. Within 15 business days after the end of each calendar month during the term hereof, CONTRACTOR will submit an animal licensing summary report for the preceding calendar month to CITY in a format that is mutually agreed upon by CITY and CONTRACTOR. Any such report may be transmitted electronically or by any other means. B. Reports from CITY. Within 10 calendar days after the end of each calendar month during the term hereof, CITY will submit a report to CONTRACTOR of all license fees that CITY has received during the preceding calendar month from Licensees, veterinarians or any other source other than CONTRACTOR. Any such report may be transmitted electronically or by any other means. 9. PAYMENTS A. CITY Account Used. If and for so long as a CITY Account is utilized hereunder, the following provisions shall apply (and the provisions of Section 9B shall be inapplicable): Within 15 business days after the end of each calendar month, CONTRACTOR will submit to CITY an invoice with supporting documentation for the compensation due CONTRACTOR under this Agreement for that calendar month. CITY will pay CONTRACTOR the invoiced amount by means of check, ACH payment or other form of payment acceptable to CONTRACTOR within 30 days after the date CONTRACTOR submits the invoice to CITY. Invoices that are not timely paid will, at CONTRACTOR’s option, bear interest from the 30th day after the date that CONTRACTOR submits the invoice to CITY until paid at a rate equal to the lesser of (i) 18% per annum or (ii) the maximum annual rate of interest permitted from time to time under applicable law (or if those rates are the same, then at the rate determined under either clause). Invoices will be submitted electronically to the e-mail address that CITY shall from time to time provide CONTRACTOR for the 2.1.a Packet Pg. 7 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) - 5 - submission of invoices or in such other manner as CITY may from time to time request in writing to CONTRACTOR and that is acceptable to CONTRACTOR. B. Maintained Account Used. If and for so long as a Maintained Account is utilized hereunder, the following provisions shall apply (and the provisions of Section 9A shall be inapplicable): Within 15 business days after the end of each calendar month, CONTRACTOR shall remit to CITY the residual amount, if any, of all license fees collected by CONTRACTOR hereunder during the preceding calendar month after deducting therefrom all fees, costs, expenses, and reimbursements due CONTRACTOR hereunder. If at any time the funds in the Maintained Account are not sufficient to fully pay amounts due to CONTRACTOR hereunder, then CONTRACTOR may recoup any shortfall from any subsequent payments due to CITY under this paragraph until all sums due CONTRACTOR have been fully paid. C. Direct Collections by CITY. If CITY collects any animal license fee or any other amount that is subject to this Agreement directly from a Licensee, veterinarian or other source, other than CONTRACTOR, CITY may either forward the amount collected to CONTRACTOR within fifteen business days for deposit into a Maintained Account, if a Maintained Account is in effect, or retain the amount. In either event, CITY shall report the amount so collected to CONTRACTOR in accordance with Section 8B so that the fee(s) due CONTRACTOR hereunder with respect to the amount collected by CITY may be determined and paid in accordance with this Agreement. 10. TERM The initial term of this Agreement will commence on the Execution Date and will expire at the close of business on the last day of the 36th full calendar month after the Commencement Date, unless this Agreement is sooner terminated in accordance with other provisions of this Agreement. This term of this Agreement will automatically be extended for up to two (2) additional periods of one (1) year each. Subject to the limit on the number of extensions provided in the preceding sentence, the term of this Agreement will be automatically extended for an additional one-year period upon the expiration of the then current term (as it may have previously been extended) unless either party notifies the other party of its intention not to extend the term not later than 90 days prior to the expiration of that then current term. If the term of this Agreement is extended in accordance with this paragraph, then each of the basic fees payable to CONTRACTOR under Section 6A shall be increased by a mutually agreed upon amount, which shall be not more than 3% of the then current amount for that respective fee, throughout the period of such extension. 11. TRANSITION PHASE [Intentionally Omitted] 12. PERMITS AND REQUIREMENTS A. Permits. CONTRACTOR shall obtain the necessary permits(s), if any, required by CITY or its governing ordinances for the performance of the Services. CITY agrees to provide CONTRACTOR with a list of any and all such permits and to cooperate and assist CONTRACTOR in good faith to aid CONTRACTOR in obtaining any such permits in a timely fashion. B. Legal Requirements. 2.1.a Packet Pg. 8 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) - 6 - CONTRACTOR shall, in performing the Services under this Agreement, comply with all federal, state, county, or CITY statutes, laws, codes and ordinances, as amended, that are directly applicable to CONTRACTOR’s performance of the Services. CITY shall notify CONTRACTOR of changes to laws, codes or ordinances affecting CONTRACTOR’s performance of Services under this Agreement of which CITY obtains actual knowledge during the term of this Agreement. 13. COVENANTS REGARDING DATA CONTRACTOR agrees that it will not, without CITY’s consent, use personal data collected on behalf of CITY other than for the performance of the Services or other uses permitted by this Agreement or under applicable law. Further, CONTRACTOR agrees that it will not sell, or intentionally transfer or release, to any third party personal data that CONTRACTOR has collected in performing the Services, except as may otherwise be required by this Agreement or applicable law, and that it will take commercially reasonable measures to prevent the unauthorized release of any such third party personal data. Upon the termination of this Agreement, CONTRACTOR agrees to return or transfer to CITY, in a mutually acceptable format, all animal licensing data maintained by CONTRACTOR under this Agreement within 15 business days after CONTRACTOR has received all sums due CONTRACTOR under this Agreement. 14. INDEMNITY Subject to the limitations on CONTRACTOR’s liability set forth elsewhere in this Agreement, CONTRACTOR agrees to indemnify and hold harmless CITY and its officers and employees from and against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, arising out of CONTRACTOR’s gross negligence or willful misconduct in the performance of the Services under this Agreement. In the event of joint and concurring responsibility of CONTRACTOR and CITY, responsibility and indemnity, if any, shall be apportioned comparatively. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, in or to any other person or entity. 15. INSURANCE REQUIREMENTS CONTRACTOR shall procure, pay for, and maintain during the term of this Agreement: A. Commercial Liability Insurance with a minimum combined single limit coverage of $1,000,000 per occurrence, and a $2,000,000 General Aggregate Limit for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. B. Workers Compensation Insurance to cover obligations imposed by federal and state statutes having jurisdiction or employees engaged in the performance of the work or services of not less than $1,000,000 per accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. CONTRACTOR shall furnish evidence of such coverage to CITY and will provide 30 days’ written notice of policy lapse or cancellation, or of a material change in policy terms. CONTRACTOR does not own any vehicles. However, CONTRACTOR does have coverage for non-owned vehicles under its commercial liability policy. Therefore, CONTRACTOR does not carry and shall not be obligated to carry separate automobile liability coverage. 16. TERMINATION A. Expiration. 2.1.a Packet Pg. 9 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) - 7 - If the term of this Agreement expires and is not extended in accordance with other provisions of this Agreement, then CONTRACTOR shall be paid all amounts due CONTRACTOR hereunder with respect to all periods through the date of termination, including CONTRACTOR’s basic fees under Section 6A with respect to animal licenses or renewals that are in process at the time of termination. B. For Cause. If CONTRACTOR materially breaches this Agreement and fails to cure the breach within 30 days after CITY notifies CONTRACTOR of the breach and specifies the details of the breach, CITY may terminate this Agreement upon notice to CONTRACTOR. In the event of such termination, CONTRACTOR shall be entitled to payment for all amounts due CONTRACTOR hereunder with respect to all periods through the date of termination, including CONTRACTOR’s basic fees under Section 6A with respect to animal licenses or renewals that are in process at the time of termination. C. Termination of Licensing Program. CITY may terminate this Agreement upon not less than 90 days prior notice to CONTRACTOR if CITY determines to terminate its animal licensing program. Upon such termination, CONTRACTOR shall be entitled to payment for all amounts due CONTRACTOR hereunder with respect to all periods through the date of termination plus an additional amount (the “Cancellation Fee”) equal to the sum of all compensation payable to CONTRACTOR under this Agreement for the three calendar months in which the highest monthly compensation was payable to CONTRACTOR hereunder during the twelve calendar months preceding the date of termination (or if shorter during the period from the Execution Date until the date of termination). The parties agree that the Cancellation Fee is reasonable compensation to CONTRACTOR for its lost revenue resulting from the early termination of this Agreement by CITY and is not a penalty. 17. UNFORESEEN CIRCUMSTANCES CONTRACTOR shall not be responsible for any delay or omission in the performance of any of CONTRACTOR’s obligations under this Agreement to the extent caused by natural disaster, power outages, war, civil disturbance, labor dispute or other cause beyond CONTRACTOR’s reasonable control. To the extent CONTRACTOR is able to do so, CONTRACTOR shall provide notice to CITY of any event described in this Section within ten (10) business days after the occurrence of such event. 18. RECORDS/AUDIT CONTRACTOR shall maintain in electronic form or on a database material books, records, and documents directly related to the performance of the Services (collectively, “Records”) during the term of this Agreement and for a period of three years thereafter. CONTRACTOR shall further maintain any Records that were either received or originally generated by CONTRACTOR in paper form for a period of three years after the date(s) that the respective Records were originally received or generated or until the termination, by expiration or otherwise, of this Agreement, whichever occurs first. Any paper Records in existence at the expiration of any such three-year period or at the termination of this Agreement shall either be shipped to CITY or destroyed, at CITY’s option and at CITY’s expense in either case. During the term of this Agreement and for a period of three (3) years thereafter, CITY shall have the right to inspect and audit, at CITY’s expense, and upon reasonable advance notice to CONTRACTOR, the Records that CONTRACTOR is obligated to maintain hereunder as of the time of any such inspection or audit. Notwithstanding the foregoing, any Records maintained by CONTRACTOR during the term of this Agreement that relate to any litigation, appeal, or related settlement arising under or in relation to this Agreement shall be preserved until a final disposition has been made of such litigation. However, CONTRACTOR shall not have any liability for disposing of paper Records in accordance 2.1.a Packet Pg. 10 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) - 8 - with this Agreement prior to the time that CONTRACTOR obtained actual knowledge of the existence of the litigation. 19. NOTICES Any notice, statement, or demand required or permitted to be given hereunder by either party to the other shall be in writing and shall be given personally or by courier, by overnight delivery service, by certified mail, return receipt requested, postage prepaid, or by confirmed (either machine or personal) facsimile transmission, addressed to the recipient as follows: Notices to CITY shall be addressed as follows: ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ Fax:_______________________ Notices to CONTRACTOR shall be addressed as follows: Chris Richey, President PetData, Inc. P.O. Box 141929 (if mailed) Irving, Texas 75014-1929 8585 N Stemmons Fwy, Suite 1100N (if delivered) Dallas, Texas 75247 214-821-3106 (facsimile) Any such notice shall be effective (a) if delivered personally or by courier, when received, (b) if sent by overnight courier, when received, (c) if mailed, on the second business day after being mailed as described above, and (d) if sent by confirmed (either personal or machine) written telecommunication, when dispatched. Any party may change any of its contact information for notices upon not less than ten (10) days’ prior notice to the other party in accordance with this Section. The provisions of this Section shall not govern the means of submission of invoices by CONTRACTOR to CITY under this Agreement. 20. CONTRACTOR’S SYSTEM CITY acknowledges that CONTRACTOR has developed and coordinated proprietary means and methods of performing the Services and related know-how, skills, and property (collectively, the “System”). The System includes, among other items, an interactive website, databases, software, and related items. The System is special and unique to CONTRACTOR and has been developed by CONTRACTOR at great cost and expense to CONTRACTOR. CITY acknowledges that CITY is not acquiring any rights in or to the System, and that the System is and will remain the sole and exclusive property of CONTRACTOR. CITY further acknowledges and agrees that any information that CITY obtains related to the use, formulation or operation of the System that is not generally known is CONFIDENTIAL, may only be used by CITY for the limited purposes described in this Agreement, and may not be disclosed to any third parties except as may be required under applicable law or with CONTRACTOR’s prior, express written consent in CONTRACTOR’s sole discretion. Upon the termination of 2.1.a Packet Pg. 11 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) - 9 - this Agreement, any information and materials, in whatever media or format, related to the System that CITY has in its possession will be returned to CONTRACTOR or destroyed at CONTRACTOR’s option. CITY agrees that it will not attempt to discover, duplicate, or replicate the System in any manner. 21. MISCELLANEOUS A. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which CITY is located. B. Relationship of Parties. The relationship of CITY and CONTRACTOR is that of independent contractors. Nothing in this Agreement is intended to create a partnership or joint venture between the parties, to establish a fiduciary relationship between the parties, or to render either party liable or responsible for any debts, liabilities or other obligations of the other party. C. Entire Agreement. This Agreement, including any exhibits hereto, embodies the complete agreement of the parties hereto, and supersedes all oral or written previous or contemporary agreements or understandings between the parties relating to any of the matters herein. This Agreement may not be amended or otherwise modified except in a writing executed by both parties. The expiration or other termination of this Agreement shall not extinguish any right or remedy existing at the time of termination. D. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. E. Assignment; Binding Effect. Neither party may assign this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, the transfer of CONTRACTOR’s interest in this Agreement to an affiliate of CONTRACTOR or in connection with a merger, consolidation, sale of substantially all of CONTRACTOR’s assets, or business combination involving CONTRACTOR shall not be deemed to be an assignment in violation of this Section, provided that such transferee shall be subject to all of the terms and conditions of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and, where permitted, assigns. F. General. All references in this Agreement to sections and other subdivisions refer to corresponding sections and other subdivisions of this Agreement unless the context indicates otherwise. Titles appearing at the beginning of any such sections or subdivisions are for convenience only and shall not constitute part of such sections or subdivisions and shall be disregarded in construing the language contained in such sections or subdivisions. These words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Words in the singular form shall be construed to include the plural and vice versa, unless the context 2.1.a Packet Pg. 12 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) - 10 - otherwise requires. Words in any gender (including the neutral gender) shall include any other gender, unless the context otherwise requires. Examples shall not be construed to limit, expressly or by implication, the matter they illustrate. The word “includes” and its derivatives shall mean “includes, but is not limited to” and corresponding derivative expressions. The term “or” includes “and/or.” All exhibits attached to this Agreement are incorporated herein by reference. No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. All references herein to “$”, “dollars”, or other sums of money shall refer to U.S. Dollars. References in this Agreement to “business days” shall refer to days other than Saturdays, Sundays, or other days on which CITY offices are closed. Any references in this Agreement to “days” other than business days shall refer to calendar days. Time is of the essence of this Agreement. No delay or forbearance in asserting any right or enforcing any obligation under this Agreement shall constitute a waiver of such right or obligation. G. Authorization. Each of the parties represents and warrants to the other that this Agreement has been duly authorized by all necessary corporate or governmental action on the part of the representing party and that this Agreement is fully binding on such party. H. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. It shall not be necessary for each party to sign each counterpart, and separate signature pages may be attached to any counterpart in order to make a complete counterpart. For purposes of the execution of this Agreement or any amendment hereto or modification hereof, a signature transmitted by facsimile, computer file or other electronic means shall be fully binding as an original signature. [Signature page follows] 2.1.a Packet Pg. 13 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) - 11 - EXECUTED by CITY and by CONTRACTOR on the respective dates set forth below to be effective as of the Execution Date. CITY: Edmonds, Washington By:_______________________________________________ Printed Name: Mike Rosen Title: Mayor Date of Execution:___________________________________ CONTRACTOR: PETDATA, INC. By:_______________________________________________ Printed Name:_____________________________________ Title:____________________________________________ Date of Execution:___________________________________ 2.1.a Packet Pg. 14 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) Exhibit A – Page 1 EXHIBIT A Description of Services This exhibit is attached to and a part of the above and foregoing Agreement for Animal Licensing Services (Agreement). Terms used in this exhibit that are not defined in this exhibit but which are defined elsewhere in the Agreement shall have the respective meanings given to them in the other provisions of the Agreement. In the event of any conflict between any of the provisions of this exhibit and the other provisions of the Agreement, the other provisions of the Agreement shall control. CONTRACTOR RESPONSIBILITIES 1. Process License Applications A. Receive and process animal license applications through the mail. B. Provide online licensing and process applications initiated through CONTRACTOR’s website. C. Enter new and renewal license applications into CONTRACTOR’s proprietary database. D. Deposit, or transmit for deposit, all receipts collected for license fees, with the exception of those payments made via credit card, into a Bank Account. E. Mail license tags within 10 business days after receipt of payment and complete documentation as required by local ordinance and/or CITY policy. F. Update license information in CONTRACTOR’S database and issue replacement tags as needed. G. If CONTRACTOR collects any payments due CITY from Licensees via credit card transactions that are paid to CONTRACTOR, those payments will be deposited, or transmitted for deposit, into a Bank Account within 15 business days after the end of the calendar month in which collected. 2. Mail License Notices A. Mail renewal and reminder notices for expiring animal licenses. Renewal notices will be mailed in the month prior to the license expiration date, or as otherwise agreed upon between CONTRACTOR and CITY. B. Mail billing notices to pet owners who have vaccinated a pet against rabies but have not licensed, if CITY collects rabies vaccination reports from veterinarians. 3. Customer Service for Licensing Program A. Provide customer service to pet owners via phone, email and mail, and respond to requests in a timely fashion. B. Provide customer service to CITY staff, and respond to CITY requests in a timely fashion. C. Provide online access to licensing data to appropriate personnel via CONTRACTOR’s proprietary website, at no additional charge. 4. Manage Reports from Authorized Registrars and Veterinary Clinics A. Process and enter license sales records from any registrars and veterinary clinics authorized to sell animal licenses. 1) Track tag inventories at all authorized registrars, and reconcile reports. 2) Invoice authorized registrars for licenses sold as needed 2.1.a Packet Pg. 15 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) Exhibit A – Page 2 B. Process and enter rabies vaccination records from local veterinary clinics if rabies reporting is required by CITY. C. Follow up with delinquent clinics and registrars and report delinquent clinics and registrars to CITY as needed. 5. Provide veterinarians and other authorized registrars with reasonable quantities of supplies (reporting forms, applications or vaccination certificates, citizen mailing envelopes, etc.) necessary to sell license tags and/or report rabies vaccinations to CONTRACTOR. Supplies are to be printed in one color with the design and layout to be determined by CONTRACTOR. 6. Reporting to CITY A. Send reports to CITY within 15 business days after the end of each month including the number of licenses sold at each location. B. Provide statistical reports to CITY as requested within a timely manner. Depending on the information requested, CONTRACTOR can provide most reports within five business days. C. Process donations on behalf of CITY when a donation is made with the purchase of a license, if CITY requests donations be collected. D. Provide an online tag search to the public if CITY wishes to have CONTRACTOR’s online tag search enabled. CITY RESPONSIBILITIES 1. Purchase license tags to CONTRACTOR’s specifications and ship them to CONTRACTOR. CONTRACTOR recommends that tags be shipped directly from tag vendor to CONTRACTOR to reduce shipping costs. 2. Report CITY license sales electronically or by mail at least monthly by the 10th calendar day of the month for the prior month’s sales. 3. Give CONTRACTOR at least 60 days’ notice of license fee or ordinance changes. 4. Respond to CONTRACTOR inquiries in a timely fashion. 5. Provide feedback to CONTRACTOR regarding program and customer matters. 2.1.a Packet Pg. 16 At t a c h m e n t : 2 0 2 5 E d m o n d s A g r e e m e n t 3 . 2 5 . 2 0 2 5 ( P e t D a t a C o n t r a c t ) City Council Agenda Item Meeting Date: 05/6/2025 UW PD Contract for Officer Overtime Staff Lead: Chief Rod Sniffen Department: Police Services Preparer: Alexandra Ehlert Background/History In 2024, The Police Department and the University of Washington entered into an agreement to provide law enforcement services to the UW for home sporting events. The scope of our participation is to supplant UWPD officers and other contracted police agency personnel for law enforcement presence at sporting events on the UW campus. For our contributions, UW pays the full overtime wage plus benefits for each officer that works the games. This is done on a reimbursement basis. The original agreement was supported by the Edmonds Police Officers Association. Working at/for UW is an opportunity for EPOA members to work in a different environment and apply their knowledge, skills, and abilities while helping out the University. Off-duty work is regulated by the city through agreements or by the EPOA with approval from police administration. The original agreement provides for extensions in one-year periods. Annual renewal requirements include reviewing and update the scope of services. Staff Recommendation Staff recommends Council approve extending this agreement through June 30, 2026. Narrative Purpose: Extend the agreement with the University of Washington whereby we have off-duty Officers working specified events at the UW and the University re-imburses the city for wages and benefits. Attachments: 20231024_Agreement between the City of Edmonds and the Universit 2.2 Packet Pg. 17 2.2.a Packet Pg. 18 At t a c h m e n t : 2 0 2 3 1 0 2 4 _ A g r e e m e n t b e t w e e n t h e C i t y o f E d m o n d s a n d t h e U n i v e r s i t ( U W P D C o n t r a c t f o r O f f i c e r O v e r t i m e ) 2.2.a Packet Pg. 19 At t a c h m e n t : 2 0 2 3 1 0 2 4 _ A g r e e m e n t b e t w e e n t h e C i t y o f E d m o n d s a n d t h e U n i v e r s i t ( U W P D C o n t r a c t f o r O f f i c e r O v e r t i m e ) 2.2.a Packet Pg. 20 At t a c h m e n t : 2 0 2 3 1 0 2 4 _ A g r e e m e n t b e t w e e n t h e C i t y o f E d m o n d s a n d t h e U n i v e r s i t ( U W P D C o n t r a c t f o r O f f i c e r O v e r t i m e ) 2.2.a Packet Pg. 21 At t a c h m e n t : 2 0 2 3 1 0 2 4 _ A g r e e m e n t b e t w e e n t h e C i t y o f E d m o n d s a n d t h e U n i v e r s i t ( U W P D C o n t r a c t f o r O f f i c e r O v e r t i m e ) 2.2.a Packet Pg. 22 At t a c h m e n t : 2 0 2 3 1 0 2 4 _ A g r e e m e n t b e t w e e n t h e C i t y o f E d m o n d s a n d t h e U n i v e r s i t ( U W P D C o n t r a c t f o r O f f i c e r O v e r t i m e ) City Council Agenda Item Meeting Date: 05/6/2025 ILA SNO911 Staff Lead: Chief Rod Sniffen Department: Police Services Preparer: Alexandra Ehlert Background/History Over the last several months, a joint task force has been discussing EMS in Snohomish County and working on some recommendations for improvements; one of which was creating the Snohomish County EMS Agency (SCEMSA). This new agency - which will be negotiating a service level agreement with SNO911 - is expected to ask for staff and support services from SNO911. In order to facilitate these changes, the ILA requires some adjustments. More information is contained in the attached memo from the Deputy Director. Staff Recommendation Staff recommends Council approve the amendments to our SNO911 ILA Narrative Accept amendments to the SNO911 ILA adding sections that support the collaborative efforts of the Snohomish County EMS Joint Task Force Attachments: SNO911 Interlocal Agreement 2025 Updates 20250317[1] SNO911-ILA-Changes-Notification 20250328[1] 2.3 Packet Pg. 23 AMENDED AND RESTATED SNOHOMISH COUNTY REGIONAL PUBLIC SAFETY COMMUNICATIONS AGENCY INTERLOCAL AGREEMENT REVISED AUGUST 2, 2018; SEPTEMBER 19, 2019; NOVEMBER 21, 2019; AUGUST 20, 2020; APRIL 21, 2022, JUNE 20, 2024, MAY 15, 2025 2.3.a Packet Pg. 24 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) i TABLE OF CONTENTS RECITALS .......................................................................................................................................... 1 SECTION 1. CREATION OF SNOHOMISH COUNTY 911; MERGER ........................................ 3 SECTION 2. TERM OF AGREEMENT ............................................................................................ 5 SECTION 3. DEFINITIONS .............................................................................................................. 5 SECTION 4. SNOHOMISH COUNTY 911 SERVICES ................................................................ 11 SECTION 5. SNOHOMISH COUNTY 911 POWERS ................................................................... 12 SECTION 6. GOVERNING BOARD: COMPOSITION AND OPERATION ............................... 14 SECTION 7. TECHNICAL ADVISORY COMMITTEES ............................................................. 19 SECTION 8. ANNUAL AGENCY REPORT .................................................................................. 21 SECTION 9. EXECUTIVE DIRECTOR ......................................................................................... 22 SECTION 10. PERSONNEL POLICY ............................................................................................ 23 SECTION 11. OPERATIONAL POLICY AND SYSTEM EVALUATION; RADIO SYSTEM OPERATIONS ................................................................................................................................... 23 SECTION 12. BUDGET; ASSESSMENT FORMULA; PAYMENT OF ASSESSMENTS; DELINQUENCIES; RESERVE FUNDS .......................................................................................... 25 SECTION 13. ISSUANCE OF DEBT .............................................................................................. 28 SECTION 14. CONVERSION OF STATUS OF PARTICIPATING AGENCIES; ADDITION OF NEW PRINCIPALS OR SUBSCRIBERS; PROVISION OF ADDITIONAL SERVICES TO PRINCIPALS ..................................................................................................................................... 28 SECTION 15. RETAINED POWERS OF PARTICIPATING AGENCIES ................................... 30 SECTION 16. INVENTORY AND PROPERTY ............................................................................ 30 SECTION 17. WITHDRAWAL BY OR TERMINATION OF PRINCIPAL ................................. 30 SECTION 18. AMENDMENT OF AGREEMENT ......................................................................... 31 SECTION 19. MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS .................................................................................................................................... 32 SECTION 20. TERMINATION OF AGREEMENT; DISSOLUTION............................................ 32 SECTION 21. DISPUTE RESOLUTION ........................................................................................ 33 SECTION 22. INSURANCE ............................................................................................................ 34 SECTION 23. INDEMNIFICATION AND HOLD HARMLESS................................................... 34 SECTION 24. INTERGOVERNMENTAL COOPERATION ........................................................ 36 SECTION 25. NOTICE .................................................................................................................... 36 SECTION 26. COMPLIANCE WITH LAWS ................................................................................. 36 SECTION 27. VENUE ..................................................................................................................... 37 SECTION 28. NO THIRD PARTY BENEFICIARIES ................................................................... 37 SECTION 29. SEVERABILITY ...................................................................................................... 37 SECTION 30. RATIFICATION ....................................................................................................... 37 SECTION 31. EXECUTION, COUNTERPARTS, AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT, AND EFFECTIVE DATE .................................................................. 37 2.3.a Packet Pg. 25 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) ii EXHIBITS AND APPENDICES Exhibit A Process for Selecting Governing Board Members and Alternates .........A-1 Exhibit B Principal Assessment Formula …………………………………..….…B-1 Appendix B-1 Definition of “Calls for Service”……………….…………….B-1-1 Exhibit C Principals and Associate Agencies of Snohomish County 911…............C-1 2.3.a Packet Pg. 26 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 1 AMENDED AND RESTATED SNOHOMISH COUNTY REGIONAL PUBLIC SAFETY COMMUNICATIONS AGENCY INTERLOCAL AGREEMENT THIS AMENDED AND RESTATED SNOHOMISH COUNTY REGIONAL PUBLIC SAFETY COMMUNICATIONS AGENCY INTERLOCAL AGREEMENT (this “Agreement”), incorporating all exhibits hereto, is authorized by the parties to the Snohomish County Regional Public Safety Communications Agency Interlocal Agreement effective as of June 20, 2024. RECITALS WHEREAS, pursuant to chapters 24.03 and 24.06 of the Revised Code of Washington (“RCW”), the Snohomish County Regional Public Safety Communications Agency Interlocal Agreement, deemed adopted and effective as of January 1, 2018, including the exhibits thereto (the “Original Agreement”), and the Articles of Incorporation Due to Consolidation filed on October 18, 2017 (the “Articles of Consolidation”), the governing boards of the Southwest Snohomish County Public Safety Communication Agency, a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.03 RCW as expressly authorized by RCW 39.34.030(3)(b) (“SNOCOM”), and the Snohomish County Police Staff and Auxiliary Services Center, a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.06 RCW as expressly authorized by RCW 39.34.030(3)(b) (“SNOPAC”), voted to consolidate SNOCOM and SNOPAC into a new single corporation under chapter 24.06 RCW known as the “Snohomish County Regional Public Safety Communications Agency” (“Snohomish County 911”); and WHEREAS, the governing boards of Snohomish County 911 and the Snohomish County Emergency Radio System, a municipal instrumentality of its members, jointly organized by such members as a nonprofit corporation under chapter 24.06 RCW as expressly authorized by RCW 39.34.030(3)(b) (“SERS”), voted to merge SERS into Snohomish County 911 effective January 1, 2019; and WHEREAS, Snohomish County 911 provides emergency communication services on behalf of its member agencies throughout Snohomish County; and WHEREAS, the Original Agreement was amended on August 2, 2018; September 19, 2019; November 21, 2019; August 20, 2020; and April 21, 2022; WHEREAS, by this Amended and Restated Agreement effective as of the date stated above, the Governing Board of Snohomish County 911 desires to create procedural 2.3.a Packet Pg. 27 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 2 efficiencies and remove historical provisions that are no longer applicable from this Agreement; WHEREAS, this Agreement is authorized by the Interlocal Cooperation Act (chapter 39.34 RCW) and the Nonprofit Miscellaneous and Mutual Corporations Act (chapter 24.06 RCW); NOW THEREFORE, in consideration of the promises and agreements contained in this Agreement and subject to the terms and conditions set forth herein, it is mutually understood and agreed by the parties as follows: SECTION 1. CREATION OF SNOHOMISH COUNTY 911; MERGER. a. Creation of Snohomish County 911. Pursuant to Resolution No. 2017-02 adopted by the SNOCOM Board of Directors on October 12, 2017 and Resolution No. 2017-02 adopted by the SNOPAC Board of Directors on October 12, 2017, at least two-thirds of each Board voted in favor of consolidating SNOCOM and SNOPAC as described in the Original Agreement and approved a plan of consolidation (the “Plan of Consolidation”) as required by chapters 24.03 and 24.06 RCW. Subsequent to such approval, representatives of SNOCOM and SNOPAC executed the Articles of Consolidation and filed such Articles with the Secretary of State. As permitted by RCW 23.95.210, the effective date for the consolidation was January 1, 2018 (the “Consolidation Effective Date”). As of the Consolidation Effective Date: i. SNOCOM and SNOPAC became a single corporation to be known as “Snohomish County 911.” Snohomish County 911 was organized as a municipal instrumentality of its Principals pursuant to RCW 39.34.030 and as a nonprofit corporation under chapter 24.06 RCW as authorized by chapter 39.34 RCW. ii. SNOCOM, SNOPAC and each party to the Original Agreement (listed in Exhibit C attached hereto) delegated to Snohomish County 911 the authority to provide emergency communication services as provided herein. iii. The separate existence of SNOCOM and SNOPAC, except as formed as Snohomish County 911, ceased. iv. As a result, Snohomish County 911 possesses all the rights, privileges, immunities, and franchises, of both a public and private nature, of each of SNOCOM and SNOPAC; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of SNOCOM and SNOPAC, were 2.3.a Packet Pg. 28 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 3 taken and deemed transferred to and vested in Snohomish County 911 without further act or deed; and title to any real estate, or any interest therein, vested in Snohomish County 911. v. Snohomish County 911 is responsible and liable for all the liabilities and obligations of each of SNOCOM and SNOPAC, and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such consolidation had not taken place, or Snohomish County 911 may be substituted in its place. Neither the rights of creditors nor any liens upon the property of SNOCOM or SNOPAC shall be impaired by such consolidation. vi. Snohomish County 911, as successor to SNOCOM and SNOPAC, has all rights, privileges, interest, defenses and indemnity protections of all insurance providers for SNOCOM and SNOPAC, including past and current providers, that existed prior to consolidation. b. Merger of SERS and Snohomish County 911. Pursuant to Resolution No. 18-01 adopted by the SERS Board of Directors on October 4, 2018 and Resolution No. 2018-17 adopted by the Snohomish County 911 Board of Directors on October 18, 2018, at least two-thirds of each Board voted in favor to merge SERS into Snohomish County 911 as described in this Agreement and approved a plan of merger (the “Plan of Merger”) as required by chapter 24.06 RCW. Subsequent to such approval, representatives of SERS and Snohomish County 911 executed the Articles of Merger and filed such Articles with the Secretary of State. As permitted by RCW 23.95.210, the effective date for the merger was January 1, 2019 (the “Merger Effective Date”). As of the Merger Effective Date: i. SERS was merged into Snohomish County 911 as provided in the Articles of Merger. ii. The separate existence of SERS ceased. iii. Snohomish County 911 thereupon and thereafter possessed all the rights, privileges, immunities, and franchises, of both a public and private nature, of SERS; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to SERS, were and shall be taken and deemed to be transferred to and vested in Snohomish County 911 without further act or deed; and the title to any real estate, or any interest therein, vested in Snohomish County 911 shall not revert or be in any way impaired by reason of such merger. 2.3.a Packet Pg. 29 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 4 iv. Snohomish County 911 was and shall be responsible and liable for all the liabilities and obligations of SERS, and any claim existing or action or proceeding pending by or against any of such corporation may be prosecuted as if such merger had not taken place, or Snohomish County 911 may be substituted in its place. Neither the rights of creditors nor any liens upon the property of SERS shall be impaired by such merger. v. Snohomish County 911, as successor to SERS, has all rights, privileges, interest, defenses and indemnity protections of all insurance providers for SERS, including past and current providers, that existed prior to merger. vi. All amounts held in reserve funds held by SERS as of the Merger Effective Date were transferred to Snohomish County 911 to be placed in a Radio System reserve fund or funds at Snohomish County 911. vii. The statements set forth in the Articles of Merger shall be deemed to be the articles of incorporation of Snohomish County 911, and shall amend and restate, in their entirety, the Articles of Consolidation. viii. This Agreement shall govern the Snohomish County 911. ix. Snohomish County 911 has and shall continue to have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a nonprofit corporation organized under chapter 24.06 RCW. SECTION 2. TERM OF AGREEMENT. This Agreement shall carry forward the initial 6-year term provided for in the Original Agreement. The initial term of this Agreement, therefore, shall be from the Merger Effective Date through December 31, 2023 (the “Initial Term”). Thereafter, this Agreement shall be of infinite duration, subject to termination provisions contained herein. During the Initial Term no Principal may withdraw from this Agreement, provided that a Principal may convert or be converted to Subscriber status as provided in Sections 12 and 14, may annex to or join with another Principal as described in Section 6.q, or may upon action of the Governing Board be terminated from participation in this Agreement as provided in Section 12. SECTION 3. DEFINITIONS. Capitalized terms used in this Agreement shall have the following meanings: a. Additional Services. “Additional Services” are optional services provided by Snohomish County 911 that assist Participating Agencies in the performance of their 2.3.a Packet Pg. 30 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 5 emergency services duties but are outside the scope of Emergency Communications Services as defined in Section 4.a., for example and without limitation, managed mobile computer services. Additional Services may be offered to all Participating Agencies Principals and Subscribers and third parties that serve one or more Participating Agencies from time to time by separate contract. Terms of agreement for provision of Additional Services are to be negotiated between Snohomish County 911 and a Participating Agencythe other party to the contract and require Simple Majority Vote approval of the Governing Board; except that an agreement with a non-Participating Agency requires a Supermajority Vote. Fees for Additional Services are not part of the Assessment Formula and are not considered User Fees. b. Agreement. “Agreement” means this Amended and Restated Snohomish County Regional Public Safety Communications Agency Interlocal Agreement, as it may hereafter be further amended or modified from time to time, together with all exhibits and appendices hereto, as they may hereafter be amended or modified. c. Ancillary Services. “Ancillary Services” are services that are part of the overall array of Emergency Communications Services, and related to the core functioning of Emergency Communications Services, for example and without limitation, Police Records Services and school panic button monitoring. Ancillary Services are provided by Snohomish County 911 to all Principals and Subscribers and the costs of Ancillary Services are incorporated into User Fees and Assessments. d. Articles of Consolidation. “Articles of Consolidation” mean the Articles of Incorporation Due to Consolidation of Snohomish County 911 as defined in Section 1. e. Articles of Merger. “Articles of Merger” mean the Articles of Incorporation Due to Merger of Snohomish County 911 as defined in Section 1. f. Assessments. “Assessments” mean the portion of User Fees charged to Principals for Emergency Communication Services in accordance with the Assessments formula as provided for in Exhibit B. Assessments are a subset of User Fees. Changes to the Assessment formula require Supermajority Approval of the Governing Board. g. Associate Agency. “Associate Agency” is a unit of local government that has agreed to the terms of this Agreement from time to time who is not a Direct Provider and is not Directly Served by Snohomish County 911 but which receives police and/or fire/EMS services though a contract with a Principal or Subscriber of Snohomish County 911. Associate Agencies participate in the selection of a non-voting Governing Board Member as described in Exhibit A. A list of the Associate Agencies as of the Merger Effective Date is included in Exhibit C. 2.3.a Packet Pg. 31 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 6 h. Consolidation Effective Date. “Consolidation Effective Date” means January 1, 2018. i. Directly Served. “Directly Served” means Principals and Subscribers who receive Emergency Communication Services from Snohomish County 911 and pay User Fees to Snohomish County 911 in exchange for such services. A Principal or Subscriber may operate both fire/EMS service and police service but elect to have only one or the other service Directly Served by Snohomish County 911. j. Direct Provider. “Direct Provider” means a Participating Agency that provides fire/EMS services and/or police services directly, rather than through contract with another agency. k. EMS. “EMS” means Emergency Medical Services as described in RCW 84.52.069(5), as now or later amended, including the provision by the Participating Agencies of emergency medical care or emergency medical services, including related personnel costs, training for such personnel, and related equipment, supplies, vehicles and structures needed for the provision of emergency medical care or EMS. l. Enhanced Police Records Services. “Enhanced Police Records Services” are services in addition to Police Records Services, and include computer searches and actions to enter, modify or delete computer police records associated with: misdemeanor warrants, orders of protection and other orders and directives; stolen property, vehicles, guns or missing persons; performing 20-minute warrant hit confirmations; and serving as the legal holder of records on behalf of a Police Agency for such records. m. Executive Director. The “Executive Director” is the chief executive officer for Snohomish County 911 appointed by and serving at the pleasure of the Governing Board. n. Emergency Communication Services. “Emergency Communication Services” mean those services described in Section 4.a. o. Emergency Public Safety Radio System. The “Emergency Public Safety Radio System” or “Radio System” is the Snohomish County emergency radio system developed, owned and operated by SERS prior to the Merger Effective Date, including all additions, replacement and improvements thereto, and shall include the Emergency Radio System Replacement Project. p. Emergency Public Radio System Replacement Project. The “Emergency Public Radio System Replacement Project” or “Radio System Replacement Project” is the project to (i) replace and upgrade the Radio System as it exists as of the Merger Effective 2.3.a Packet Pg. 32 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 7 Date, including all equipment, improvements and real and personal property necessary to accomplish such project, (ii) provide for an initial replacement of the existing subscriber equipment for public safety agencies within Snohomish County, and (ii) replace the existing alpha-numeric paging system. q. Fire Agency. A “Fire Agency” is a Principal that is a Direct Provider of fire and/or EMS services. r. Fire/EMS Technical Advisory Committee. The “Fire/EMS Technical Advisory Committee” is the advisory board composed of Representatives from Principal and Subscriber fire and EMS departments or agencies as described in Section 7. s. Governing Board. The “Governing Board” is the body described in Section 6 and shall be the governing body of Snohomish County 911. t. Initial Term. “Initial Term” shall have the meaning set forth in Section 2 of this Agreement. u. Merger Effective Date. The “Merger Effective Date” is January 1, 2019. v. Member. A “Member” or “Governing Board Member” is the individual representing a Principal on the Governing Board, or his or her designated alternate. w. Original Agreement. “Original Agreement” means the Snohomish County Regional Public Safety Communications Agency Interlocal Agreement, deemed adopted and effective as of January 1, 2018, including the exhibits thereto. The parties to the Original Agreement were Principals of Snohomish County 911 as of the Consolidation Effective Date and will continue to be Principals of Snohomish County 911 as of the Merger Effective Date. A list of the Principals as of the Merger Effective Date is included in Exhibit C. x. Participating Agencies or Participants. “Participating Agencies” or “Participants” refer to Principals and all Subscribers, as they may be so constituted from time to time, and individually referred to as a “Participating Agency” or “Participant.” y. Plan of Consolidation. “Plan of Consolidation” means the plan approved by SNOPAC and SNOCOM as required by chapters 24.03 and 24.06 RCW. z. Plan of Merger. “Plan of Merger” means the plan approved by Snohomish County 911 and SERS as required by chapter 24.06 RCW. 2.3.a Packet Pg. 33 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 8 aa. Police Agency. A “Police Agency” is a Principal that is a Direct Provider of policing services. bb. Police Records Services. “Police Records Services” include performing computer searches and entries to locate and/or clear of public safety database records (WACIC/NCIC) including but not limited to stolen articles, stolen vehicles, stolen guns, missing persons and warrants, as well as entry and dissemination of State ACCESS system administrative messages. cc. Police Technical Advisory Committee. The “Police Technical Advisory Committee” is the advisory board composed of Representatives from Principal and Subscriber police, sheriff or similar departments or agencies as described in Section 7. dd. Principal. A “Principal” is a general purpose municipal corporation or government agency, a fire district, a Public Safety Interlocal Operation, a regional fire protection service authority created pursuant to chapter 52.26 RCW, or a State agency created under the laws of State, which is a Direct Provider of police services or fire/EMS services or both, and which is a party to the Original Agreement, has executed this Agreement, or has agreed in writing to the terms of this Agreement. The Principals of Snohomish County 911 as of the Merger Effective Date are listed in Exhibit C. ee. Public Safety Interlocal Operation. “Public Safety Interlocal Operation” includes a joint operation of fire districts and cities for provision of public fire and EMS services entered into and operating pursuant to chapter 39.34 RCW, and may also include a public development authority created pursuant to RCW 35.21.730 et. seq. or a regional fire protection service authority created pursuant to chapter 52.26 RCW, or a nonprofit corporation created for the purpose of facilitating a joint operation between fire districts and cities pursuant to RCW 39.34.030(3). ff. Radio System. “Radio System” means the Emergency Public Safety Radio System. gg. Radio Unit. A “Radio Unit” is a mobile (vehicular), portable (handheld) or control station (desktop) radio which has been authorized and programmed to operate on the Emergency Public Safety Radio System. hh. Representative. “Representative” refers to the individual representing a Principal or a Subscriber on the Police Technical Advisory Committee or Fire/EMS Technical Advisory Committee, or his or her designated alternate. 2.3.a Packet Pg. 34 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 9 ii. SERS. “SERS” was the Snohomish County Emergency Radio System agency created pursuant to chapters 39.34 and 24.06 RCW and an interlocal agreement effective July 1, 1999, as thereafter amended. jj. Simple-Majority Vote. A “Simple-Majority Vote” of the Governing Board means a majority of the votes of the Members present constituting a quorum and voting. kk. Single-Service Principal. A “Single-Service Principal” is a Principal that is formed as a city or town under the laws of State that (1) directly provides either fire/EMS service or police service, but not both, and (2) receives the service it does not directly provide from a Principal or Subscriber. ll. SNOCOM. “SNOCOM” was the Southwest Snohomish County Public Safety Communication Agency, formed pursuant to chapters 39.34 and 24.03 RCW. mm. Snohomish County 911. “Snohomish County 911” refers to the intergovernmental agency formed as of the Consolidation Effective Date pursuant to chapters 39.34 and 24.06 RCW, the Original Agreement (as amended and restated by this Agreement) and the Articles of Consolidation. nn. SNOPAC. “SNOPAC” was the Snohomish County Police Staff and Auxiliary Services Center formed pursuant to chapters 39.34 and 24.06 RCW. oo. State. “State” means the state of Washington. pp. Subscriber. A “Subscriber” is a public or private entity or agency that has agreed to pay Snohomish County 911 for Emergency Communication Services or other services as offered at a rate or rates according to such terms and conditions as may be established by Snohomish County 911 as evidenced by separate contract between Snohomish County 911 and such entity. A “Subscriber” may also be a Principal that is converted to Subscriber status as provided in Sections 12 and 14. qq. Supermajority Vote. A “Supermajority Vote” means Governing Board approval of an item accomplished by securing affirmative votes of both: (1) not less than seventy percent (70%) of all Members of the Governing Board present constituting a quorum and voting, and (2) not less than one voting Governing Board Member representing a Principal Fire Agency or Agencies. rr. Technical Advisory Committees. “Technical Advisory Committees” are the Police Technical Advisory Committee and the Fire/EMS Technical Advisory Committee established by Section 7. 2.3.a Packet Pg. 35 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 10 ss. User Fees. “User Fees” are fees for service charged to Participating Agencies for all services for Emergency Communication Services provided by Snohomish County 911 whether provided to Principals or Subscribers. User Fees exclude fees for Additional Services and nominal annual membership fees charged to Associate Agencies. User Fees charged to Subscribers may be approved by Simple Majority Vote of the Governing Board. tt. 911 Calls. “911 Calls” are those calls received or dispatched via the statewide emergency communication network of telephone or via other communications means as described in chapter 38.52 RCW. SECTION 4. SNOHOMISH COUNTY 911 SERVICES. a. Snohomish County 911 has the responsibility and authority for providing Emergency Communication Services and all related incidental functions for communicating and dispatching services between the public and Participating Agencies in the furtherance of improved public safety and emergency response, including the following more specifically described services (collectively, “Emergency Communication Services”): i. Receiving 911 Calls and non-emergency public safety calls for police, fire and medical services; ii. Notifying, dispatching, directing, supporting and coordinating public safety personnel response, including dispatching emergency police, fire, medical and other special or supporting specialized emergency responses services and resources (for example and without limitation, SWAT response); iii. Hosting, configuring, and administering public safety technology networks, systems and applications in support of the delivery of Emergency Communications Services; iv. Updating, maintaining and managing radio communications systems (excluding, unless specifically approved by Governing Board, the Emergency Public Safety Radio System), computer systems, support files and resource materials necessary to accomplish the above; v. Police Records Services; vi. Establishing and updating from time to time standard protocols for communications to and from personnel in the field; vii. Providing certain Ancillary Services; and 2.3.a Packet Pg. 36 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 11 viii. Upon a Supermajority Vote of the Governing Board (which approval was received at the time of approval of this Agreement and shall become effective as of the Merger Effective Date), providing services previously provided by SERS together with all necessary or advisable additional services and actions directly related to the Emergency Public Radio System. b. Beginning January 1, 2022, Enhanced Police Records Services shall be provided as an Additional Service to former SNOCOM Police Agencies in recognition of those agencies’ prior receipt of those services from SNOCOM prior to the Consolidation Effective Date. c. Snohomish County 911 may also, when authorized by a Simple Majority Vote of the Governing Board, provide Additional Services, when authorized by a Simple Majority Vote for services offered directly to Participating Agencies or Supermajority Vote for services offered to third parties that serve one or more Participating Agencies. Additional Services will be offered by separate contract as optional services to Participating Agencies or to third parties that serve one or more Participating Agencies. Charges for Additional Services, if any, shall be accounted for separately and shall not be included in the calculation of User Fees. SECTION 5. SNOHOMISH COUNTY 911 POWERS. Snohomish County 911, through its Governing Board, shall have all powers allowed by law for interlocal agencies created under RCW 39.34.030 and chapter 24.06 RCW, as they now exist or may hereafter be amended, and as authorized, amended, or removed by the Governing Board, as provided for in this Agreement, and including but not limited to the following: a. Recommend action to the legislative bodies of the Participating Agencies; b. Review and approve budgets for Snohomish County 911; c. Establish policies for expenditures of budget items for Snohomish County 911; d. Review and adopt personnel policies for Snohomish County 911; e. Review and approve operating policies and procedures for Snohomish County 911, its programs and Emergency Communication Services provided pursuant to this Agreement; f. Establish a fund or special fund or funds as authorized by RCW 39.34.030 for the operation of the Snohomish County 911; 2.3.a Packet Pg. 37 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 12 g. Conduct regular and special meetings as may be designated by the Governing Board consistent with the State Open Public Meetings Act (chapter 42.30 RCW); h. Maintain and manage records in accordance with the State Public Records Act (chapter 42.56 RCW and chapter 40.14 RCW) and other applicable State applicable and federal records laws and regulations; i. Determine what services (including but not limited to Emergency Communication Services and Additional Services) shall be offered and under what terms they shall be offered; j. Retain, terminate, direct and supervise the Executive Director; k. Create committees to review and make recommendations for purposes and duties of committees; l. Approve strategic plans; m. Approve the addition of new Principals and Subscribers and the terms of their participation in Snohomish County 911 and receipt of Emergency Communication Services; n. Enter into agreements with or make purchases from third parties for goods, assets, property and/or services necessary to fully implement the purposes of this Agreement; o. Establish fees and charges for services provided to Participating Agencies; p. Direct and supervise the activities of any advisory board or committee established by the Governing Board; q. Enter into agreements with, and receive and distribute funds, from any federal, state or local agencies; r. To the extent permitted by law, accept loans or grants of funds from any federal, state, local or private agencies and receive and distribute such funds; s. Receive all funds allocated to Snohomish County 911 for services provided pursuant to this Agreement; t. Purchase, take, receive, lease, take by gift, or otherwise acquire, own, hold, construct, improve, use and otherwise deal in and with real or personal property, or any interest therein, in the name of Snohomish County 911; 2.3.a Packet Pg. 38 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 13 u. Sell, convey, lease, exchange, transfer, and otherwise dispose of all of its real and personal property and assets; v. Sue and be sued, complain and defend, in all courts of competent jurisdiction in Snohomish County 911’s name; w. Make and alter bylaws for the administration and regulation of its affairs consistent with this Agreement; x. Hold radio frequency licenses and software and other licenses to enable Snohomish County 911 to operate radio communications and dispatch systems to meet its public safety responsibilities; y. Enter into contracts with Subscribers and other relevant parties to provide Emergency Communication Services and Additional Services pursuant to this Agreement; z. Any and all other acts necessary to further Snohomish County 911’s goals and purposes; and aa. Except as expressly provided above or in Section 13, Snohomish County 911 shall not have the power or authority to issue debt in its own name. SECTION 6. GOVERNING BOARD: COMPOSITION AND OPERATION. a. Composition. Snohomish County 911 shall be governed by a Governing Board composed of fifteen (15) voting members. Ten (10) of the Governing Board voting member seats shall be allocated to Police Agencies and five (5) Governing Board voting member seats shall be allocated to Fire Agencies. Governing Board Members and their alternates shall be selected in the manner described in Exhibit A. b. Qualifications to Serve. A Governing Board Member, or his or her alternate must be duly selected in the manner described in Exhibit A and must be either: an elected official; chief administrative officer; chief law enforcement officer or fire chief from a Principal, or a person directly-reporting to the chief law enforcement officer or fire chief; or in the case of Snohomish County, the Snohomish County Executive or a person reporting directly to the Snohomish County Executive. c. Terms of Office. Governing Board Members are elected every two (2) years by caucuses no later than the April Governing Board meeting of that year, as described further in Exhibit A. The terms of the newly elected Board Members commence with the first Governing Board meeting in May. 2.3.a Packet Pg. 39 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 14 d. Election to Receive Service From Snohomish County 911; Impact on Governing Board Representation. Each Principal shall determine which of its respective public service departments or operations will be Directly Served by Snohomish County 911. The initial election by each Principal as to which of their respective departments or operations will receive services from Snohomish County 911 will be recorded by the submittal by each Principal of a completed service election form. The service election form determines whether a Principal participates in a caucus to select either or both a Police Agency Governing Board Member or a Fire Agency Governing Board Member. Single Service Principals shall also participate in the caucus for the non-voting Governing Board Member. Each Principal shall promptly provide written notice to Snohomish County 911 of any changes in its services impacting its qualification as a Police Agency or Fire Agency. e. Conditions for Serving on Governing Board. All Governing Board Members and their alternates shall serve without compensation from Snohomish County 911. However, Snohomish County 911 may pay for or reimburse Governing Board Members and alternates for reasonable out-of-pocket costs related to service on the Governing Board. Members may only serve for such time as they meet the qualification of a Governing Board Member for the Principals with which they served of the start date of their then current term on the Governing Board. f. Alternates. Alternates shall be selected and shall serve in the absence of Governing Board Members in the manner described in Exhibit A. Alternates must meet the same qualifications as Governing Board Member. g. Quorum. A simple majority of the voting Members (or their alternates) in number (excluding any Member that represents a Principal which been terminated by vote of the Governing Board, or which has given notice of withdrawal and is not permitted to vote per terms of Section 17.f) shall constitute a quorum of the Governing Board for purposes of doing business on any issue. h. Voting. The Board shall strive to operate by consensus. All Board decisions on items not listed in Section 6.i require a Simple Majority Vote for approval. A Governing Board Member may not split his or her vote on an issue and there shall be no weighted voting. No voting by proxies or mail-in ballots is allowed. Voting by a designated alternate is not considered a vote by proxy. A Governing Board Member representing a Principal that has given notice of withdrawal or which has been terminated by vote of the Governing Board shall be authorized to cast votes at the Governing Board only on budget items to be implemented prior to the withdrawal or termination date. i. Items Requiring Supermajority Vote for Approval. A Supermajority Vote of the Governing Board shall be required in order to approve the following items or actions: 2.3.a Packet Pg. 40 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 15 i. Amendment to the Principals’ Assessment formula(s); ii. Approval of a budget that exceeds the prior approved budget by a percentage in excess of the most recently published Consumer Price Index – Urban for the Seattle/ Tacoma/Bremerton metropolitan area, June - June, calculated by the Federal Bureau of Labor Statistics, or its successor index, plus 4% (adjusted as necessary to accomplish the same annual cost increase limitation in the event Snohomish County 911 transitions to a biennial budget). iii. A decision to acquire assets, equipment, real or personal property valued at over $500,000; iv. Admission of a new Principal (other than admission of an Associate Agency as a Principal, or a Principal created by the merger, consolidation or other process as described in Section 6.r); v. Reinstatement of a Principal that has been converted to Subscriber; vi. Appointing the Executive Director (a Simple Majority Vote is required for removal of the Executive Director); vii. Expansion of the scope of services provided by Snohomish County 911 within the Scope of Section 4.a and 4.b; viii. Adoption or amendment of any bylaws, or amendment of the Articles; ix. Merger, consolidation, sale of all or substantially all assets of the Snohomish County 911 per Section 19; x. Modification of this Agreement (except for those items requiring approval of all legislative bodies of the Principals per Section 18); xi. Termination or dissolution of Snohomish County 911 per Section 20; xii. Approval of debt pursuant to Section 13; and xiii. Any other action requiring a two-thirds or sixty six-percent (66%) supermajority vote under chapter 24.06 RCW. j. Officers. The Governing Board shall have four officers, a President and Vice-President, Secretary and Treasurer, who will serve two (2) year terms, coterminous with Governing Board Member elections. It will be the function of the President to preside 2.3.a Packet Pg. 41 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 16 at the meetings of the Governing Board. The Vice-President shall assume this role in absence of the President. Immediately following the election of Governing Board Members, at the first meeting of the Governing Board, the officers shall be elected by Simple Majority Vote of the Members. In the event of a vacancy in the President position, the Vice-President shall assume the President position for the balance of the term of the departed President. In the event of a vacancy in the Vice-President position, the Governing Board shall by Simple Majority Vote elect a new Vice-President to serve to the balance of the term of the departed Vice-President. Any officer appointed by the Governing Board may be immediately removed by Simple Majority Vote of the Governing Board, with or without cause, in which event the Governing Board shall promptly elect a new officer who shall serve for the remainder of the unexpired two-year term. The Governing Board may appoint persons to serve as Secretary and Treasurer of Snohomish County 911; provided, that such persons shall not be Members of the Governing Board. The duties of all officers shall be further described in the Snohomish County 911 Bylaws. k. Staffing. The Executive Director shall assign agency staff to support the Governing Board as he or she deems appropriate. l. Meetings. The Governing Board shall meet not less than four (4) times per year, at least once each calendar quarter, at a time and place designated by the President of the Governing Board or by a majority of its Members. Regular meetings shall be held pursuant to a schedule adopted by the Governing Board. Special meetings may be called by the President or a majority of Governing Board Members upon giving all other Members notice of such meeting in accordance with chapter 42.30 RCW (which, as of the date of this Agreement, requires written notice to be provided to each Member at least twenty-four (24) hours prior to the meeting). Notwithstanding the foregoing, the President or Members calling a special meeting will, in good faith, attempt to provide at least ten (10) days prior written notice of a special meeting, however, failure to do so will not invalidate any otherwise legal action taken at a meeting where the proper notice was provided in accordance with chapter 42.30 RCW. In an emergency, the Governing Board may dispense with written notice requirements for special meetings, but must, in good faith, implement best efforts to provide fair and reasonable notice to all Governing Board Members. Members of the Governing Board may participate in a meeting through the use of any means of communication by which all Members and members of the public participating in such meeting can hear each other during the meeting. Any Governing Board Members participating in a meeting by such means is deemed to be present in person at the meeting for all purposes including, but not limited to, establishing a quorum. m. Bylaws. The Governing Board shall be authorized to establish bylaws that govern procedures of the Governing Board. 2.3.a Packet Pg. 42 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 17 n. Parliamentary Authority. Robert’s Revised Rules of Order shall govern any proceeding of the Governing Board to the extent not inconsistent with this Agreement or the bylaws adopted by the Governing Board. o. Consultation with Technical Advisory Committees. It is the intent of this Agreement that the Governing Board shall seek the active participation and advice of Participating Agencies in the determination of Snohomish County 911 operating policies. The Technical Advisory Committees shall have the opportunity to provide reports at each regular Governing Board meeting. The Governing Board shall consider input from the Technical Advisory Committees in its deliberations. p. Boundary Changes or Service Territory Changes. It is the responsibility of each Participating Agency to provide reasonable advance notice to Snohomish County 911 of any boundary changes, or service territory changes that may occur due to annexation, merger, or other reason, so that Snohomish County 911 may accurately dispatch calls, accurately track calls for service data and accurately assess User Fees; provided, however, until such time as Snohomish County 911 has sufficiently accurate data (such as an official population estimate from the State) by which to calculate User Fees for the Participating Agencies(s) involved, Snohomish County 911 shall continue to bill each Participating Agency on the basis of Snohomish County 911’s most accurate data and the parties involved in the boundary or service territory change shall amongst themselves address any User Fee allocation issues. q. Service Changes; Merger or Annexation of a Participating Agency; Formation of New Public Safety Interlocal Operation. It is the responsibility of each Participating Agency to provide reasonable advance notice to Snohomish County 911 of any boundary changes, or service territory changes that may occur due to annexation, merger, or other reason. In the event a Participating Agency merges or annexes to a Principal or becomes a member agency of a Public Safety Interlocal Operation that is a Principal, the merged or annexed Participating Agency’s rights and obligations under this Agreement shall be assumed in full by the Principal without further action by the Governing Board. In the event that Participating Agencies, which meet the qualifications of this paragraph, join together to create a new Public Safety Interlocal Operation (for example and without limitation, creation of a new regional fire authority under chapter 52.26 RCW), and as a result of such formation the fire/EMS operation or police operation of such Participating Agencies are no longer Directly Served by Snohomish County 911, then after all of the necessary assignments and agreements are executed related to the creation of the Public Safety Interlocal Operation, the newly created Public Safety Interlocal Operation shall become a Principal and a party to this Agreement without further action of the Governing 2.3.a Packet Pg. 43 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 18 Board. At such time the rights and obligations of the forming Participating Agencies shall be assumed by the Public Safety Interlocal Operation. Notwithstanding the foregoing, in order for the newly created Public Safety Interlocal Operation to become a Principal and a party to this Agreement without further action of the Governing Board, each Participating Agency at the time of formation of the newly created Public Safety Interlocal Operation must (i) be a current Principal and party to this Agreement, or (ii) have previously been a member of SNOCOM or SNOPAC and otherwise independently qualifies as a Principal under this Agreement. Notwithstanding anything in this paragraph to the contrary, if a merged or annexed Principal retains a separate public safety operation that is Directly Served by Snohomish County 911, then that Principal shall maintain its status and shall retain all its rights and obligations under this Agreement with respect to its Directly Served public safety operation. r. Associate Agencies. Associate Agencies shall be charged a nominal annual membership fee at a level set from time to time by Simple Majority Vote of the Governing Board. An Associate Agency which stops contracting for police and/or fire/EMS services from a Principal and requests to be Directly Served by Snohomish County 911 shall be approved by the Governing Board as a Principal per Section 14.d and shall not be subject to any latecomer fees in making this transition. SECTION 7. TECHNICAL ADVISORY COMMITTEES. a. Creation and Membership. Two Technical Advisory Committees shall be created to serve in an advisory capacity to the Governing Board and Executive Director. i. Police Technical Advisory Committee. The Police Technical Advisory Committee shall consist of the chief or his or her designee from each Principal and Subscriber police department or equivalent agency or operation Directly Served by Snohomish County 911. ii. Fire/EMS Technical Advisory Committee. The Fire/EMS Technical Advisory Committee shall consist of the chief or his or her designee from each Principal and Subscriber with a Fire/EMS department or equivalent agency or operation Directly Served by Snohomish County 911. b. Technical Advisory Committee Representatives. Persons serving on either Technical Advisory Committee shall serve without compensation from Snohomish County 911. However, Snohomish County 911 may pay for or reimburse Representatives and alternates for reasonable out-of-pocket costs related to service on the Technical Advisory Committees. 2.3.a Packet Pg. 44 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 19 c. Alternates. Each Representative serving on a Technical Advisory Committee may designate one alternate, confirmed in writing, to serve when such Representative is absent or unable to serve provided that such alternates must have operational responsibilities within their respective agencies. Written notice of the appointment of an alternate shall be provided to the Chair the applicable Technical Advisory Committee prior to the alternate serving in the absence of the Representative. d. Powers. Each Technical Advisory Committee shall meet individually as frequently as their members deem appropriate, but not less than twice each year, for the purpose of promoting interagency collaboration and cooperation, information sharing, discussion and review of agency operating policy and such other matters as the Governing Board may request. The Technical Advisory Committees shall provide advice, information, and recommendations to the Governing Board and the Executive Director. e. Quorum. One-quarter of the Representatives of each Technical Advisory Committee (or any alternates present and participating in place of a Representative) shall constitute a quorum for meetings of such Committee. f. Voting. All actions and recommendations of the Technical Advisory Committees shall be approved by majority vote of those present and voting. Each Representative shall have one vote. There will be no weighted voting, proxy voting, or mail-in voting. g. Officers. Each Technical Advisory Committee shall have two officers, a Chair and Vice-Chair. It will be the function of the Chair to preside at the meetings of his/her respective Technical Advisory Committee, and the Vice-Chair shall assume this role in absence of the Chair. The officers shall be annually elected by vote of the Committee Representatives. h. Staffing. The Technical Advisory Committees shall be staffed by the Executive Director, or his or her designee, and such additional agency staffing as the Executive Director may deem appropriate. i. Meetings. All meetings of each Technical Advisory Committee shall be open to the public if and to the extent required by chapter 42.30 RCW. Regular meetings shall be held pursuant to a schedule approved by the Technical Advisory Committee. Special meetings may be called by the Chair of the Technical Advisory Committee or a majority of the Representatives of the Technical Advisory Committee. Members of the Technical Advisory Committees may participate in meetings through the use of any means of communication by which all Representatives and members of the public participating in such meeting can hear each other during the meeting. Any Representatives participating 2.3.a Packet Pg. 45 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 20 in a meeting by such means is deemed to be present in person at the meeting for all purposes including, but not limited to, establishing a quorum. SECTION 8. ANNUAL AGENCY REPORT. a. Contents. The Executive Director shall prepare an Annual Agency Report no later than April of each year. The report shall include a description of: i. Activities of Snohomish County 911 for the previous calendar year; ii. The proposed work program and significant events in the current calendar year; financial condition of Snohomish County 911; iii. Results of Governing Board adopted performance benchmarks; and iv. The proposed budget policy for the upcoming year. b. Availability. The Executive Director shall ensure that the Annual Agency Report is distributed to the Governing Board and Principals and made available the general public each year. SECTION 9. EXECUTIVE DIRECTOR. The Governing Board shall be responsible for the appointment and termination of the Executive Director. An interim Executive Director may be appointed to serve in such capacity until a permanent Executive Director is appointed by the Governing Board. A Supermajority Vote of the Governing Board is required to appoint the Executive Director of Snohomish County 911. The Executive Director shall be responsible to the Governing Board and shall advise it from time to time on a proposed budget and other appropriate matters in order to fully implement the purposes of this Agreement. The Executive Director shall administer Snohomish County 911 in its day-to-day operations, including but not limited to: approving and overseeing the administration of all operating procedures and public records management procedures consistent with Governing Board policies; and appointing persons to fill other staff positions in the Snohomish County 911 and overseeing the evaluation and discipline, hiring and firing of employees, and administration of collective bargaining agreements and other personnel contracts consistent with Governing Board policies. 2.3.a Packet Pg. 46 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 21 Only the Governing Board shall be authorized to hire or retain legal counsel and independent accountants and auditors. Other consultants or legal counsel for specialized purposes within the Executive Director’s signing authority as it may be defined by the Board from time to time may be designated in such manner as the Governing Board may determine subject to Sections 5 and 6. The Executive Director shall have experience in technical, financial and administrative fields and his or her appointment shall be on the basis of merit only. The Executive Director is an “at will” employee and may be terminated upon the Simple Majority Vote of the Governing Board. SECTION 10. PERSONNEL POLICY The Executive Director shall, as necessary from time to time, submit to the Governing Board a proposed personnel policy for the Governing Board’s approval, rejection or modification. All modifications or revisions to such personnel policies must be approved by the Governing Board if and to the extent required in such policies. SECTION 11. OPERATIONAL POLICY AND SYSTEM EVALUATION; RADIO SYSTEM OPERATIONS. a. Operational Effectiveness. The Executive Director shall actively consider and evaluate means and opportunities toward the enhancement of operational effectiveness of emergency services. The Executive Director shall present his or her recommendations to the Technical Advisory Committees and the Governing Board from time to time. b. Operational Standards for Radio System. The Governing Board shall adopt operation and maintenance standards for the Radio System. The Technical Advisory Committees shall submit to the Governing Board recommendations regarding operation and maintenance standards for the Radio System. c. Radio System Use. Each Participating Agency shall use the Radio System exclusively for approved Radio System purposes and in strict accordance with all applicable federal law and regulations. Principals hereby agree, and Subscribers shall agree in their applicable contract to agree, to abide by all Federal Communication Commission rules and regulations concerning the use of shared radio facilities. d. Radio System Access Priorities. Principals shall have priority access to the Radio System. Upon approval by the Governing Board, access may be provided by contract to Subscribers in the following priority: 2.3.a Packet Pg. 47 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 22 i. Priority 1: public safety (police, fire and emergency medical services) Subscribers; Subscribers able to interact with control stations in public school districts and public hospitals within Snohomish County; and other public agencies served by compatible radio communication systems; ii. Priority 2: other public agencies with emergency response duties; and iii. Priority 3: other entities, as determined by the Governing Board. Emergency Public Safety Radio System Replacement Project. Notwithstanding anything in this Agreement to the contrary, no Participating Agency assumes the obligation to fund capital costs related to the design, development, construction or maintenance of the Radio System Replacement Project, and neither the full faith and credit or taxing power is pledged by a Participating Agency for such purpose, except as such obligation may be agreed to and specifically set forth in a separate agreement between the Participating Agency and Snohomish County. SECTION 12. BUDGET; ASSESSMENT FORMULA; PAYMENT OF ASSESSMENTS; DELINQUENCIES; RESERVE FUNDS. a. Budget Fiscal Year. The Snohomish County 911 budget fiscal year shall be either the calendar year, or two calendar years, as the Governing Board may determine. c. Budget Approval. The Executive Director shall present a proposed budget to the Governing Board by no later than August 1 preceding the next budget period and the Governing Board shall approve its budget by no later than September 25. Thereafter and in no event later than September 30, Participating Agencies shall be advised on the programs and objectives contained in the proposed budget, of any changes in the User Fee formula(e), and of the required financial participation for each Principal and Subscriber for the following year(s) based upon the proposed budget. Participation by each Principal and Subscriber is contingent upon subsequent legislative appropriation for the following fiscal year. Principals and Subscribers shall promptly notify Snohomish County 911 if it does not approve its budget allocation. Any Principal not approving its full budget allocation (Assessment and cost of any Additional Services it has agreed to purchase) shall be automatically converted to Subscriber status effective the first day of the budget year (whether biennial or annual) for which the Principal did not approve its budget allocation, and subject to penalty as described in Section 12. d. User Fee Formula. The User Fee formula applicable to Principals for Emergency Communications Services referred to as the “Assessment formula”, shall be initially approved as set forth in Exhibit B to this Agreement. The Assessment formula(e) may be changed from time to time as part of the budget process, and any such changes shall be approved by Supermajority Vote of the Governing Board in accordance with Section 6.i. Additional Services require only Simple Majority Vote of the Governing 2.3.a Packet Pg. 48 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 23 Board to approve. The Assessment formula(e) for Principals may be different from the User Fee formula applicable to Subscribers. It is expressly contemplated that Participating Agencies may become subject to differential User Fee formulae (including differential Assessment formula(e)) over time based upon the benefit conferred to such agencies. e. Payment of Assessments. Assessments shall be payable not less frequently than quarterly on or before such dates as the Governing Board may determine. f. Delinquent Assessments. Snohomish County 911 shall, within seven (7) business days of the due date, send notice to any delinquent Principal and provide a 60-day cure period from the original due date of the payment. If such Assessments, are not paid in full within 60 (sixty) days of the original due date, then the Principal delinquent in payment of Assessments shall upon such 60th day be deemed immediately converted to the status of a Subscriber as described in Section 14. In the event a Principal converted to Subscriber status due to non-payment of fees shall not have paid in full all Assessments owing by six (6) months after the original due date, then the Governing Board may terminate services to such Subscriber, which termination shall not absolve the Subscriber of its obligation to pay all Assessments past due, together with all accrued interest, calculated at 1.5% per month from the date the Assessment was originally due. g. Terms of Subscriber Contracts. Snohomish County 911 may enter into contracts with Subscribers from time to time for the purpose of providing Emergency Communication Services and other services as provided herein. Subscriber contracts may provide for the same or different payment schedules and payment formulas as those which apply to Principals; provided that, a Subscriber which, at the time it determined to become a Subscriber, was qualified to become a Principal but elected not to, shall be subject to payment of a risk premium of not less than six percent of its annual User Fees, or such other greater amount as the Governing Board may determine. Revenues from such risk premium shall be placed in Snohomish County 911 reserves. Subscriber contracts shall provide that User Fees not paid when due by a Subscriber shall begin to accrue interest on the date the User Fee was originally due and shall continue until the User Fee is paid (together with all accrued interest) in full at the Federal Prime Rate plus 3%. Snohomish County 911 shall, within seven (7) business days of the due date, send notice to any delinquent Subscriber. In the event a Subscriber does not pay in full all User Fees plus accrued interest within six (6) months from the date of initial delinquency, the Governing Board may terminate services to such Subscriber. Any such termination shall not absolve the Subscriber of its obligation to pay any amounts owing to Snohomish County 911, including any accrued interest. h. Reserve Funds. The Governing Board shall establish capital and operating reserve funds or accounts at the times and in the amounts necessary to ensure funds are 2.3.a Packet Pg. 49 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 24 on hand to reasonably address planned and unforeseen capital and operating expenses and to minimize the need for large increases in Assessments and/or User Fees from year to year as a result of acquisition or replacement of capital assets or equipment, and to fund the timely replacement of aging technology, equipment and systems. SECTION 13. ISSUANCE OF DEBT. Except as otherwise provided in Section 5, Snohomish County 911 shall not have the power to issue obligations or to incur debt. However, it is anticipated that Snohomish County 911 may require capital funding from time to time to support facilities, technology and equipment needs. Bonds, notes or other evidences of indebtedness may be issued from time to time by one or more Participating Agencies or by another issuer pursuant to a separate agreement between one or more Participating Agencies and Snohomish County 911 in order to provide capital financing for Snohomish County 911 on terms as agreed upon by the parties thereto. The security and sources of payment for any such debt will be determined at the time of issuance, which may include User Fees and/or capital contributions from the Principals. Any User Fees and/or capital contributions for such purposes shall be approved by Supermajority Vote of the Governing Board. Further, in the event that any Principal is obligated to make a capital contribution, such obligation shall be subject to approval by its legislative authority. To the extent that any bonds or other debt is issued on a tax-exempt basis under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), the Participating Agencies agree to not (1) make any use of the proceeds from the sale of such bonds or other debt that will cause the bonds or other debt to be “arbitrage bonds” within the meaning of the Code, or (2) act or fail to act in a manner that will cause the bonds or other debt to be considered obligations not described in Section 103(a) of the Code. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to amend or otherwise modify any terms or conditions of a separate agreement between a Participating Agency and Snohomish County (or other Participating Agency or Agencies) with respect to capital contributions, guarantees or the repayment of debt. SECTION 14. CONVERSION OF STATUS OF PARTICIPATING AGENCIES; ADDITION OF NEW PRINCIPALS OR SUBSCRIBERS; PROVISION OF ADDITIONAL SERVICE TO PRINCIPALS. a. As described in Sections 12.c and 12.f hereof, a Principal may be converted to Subscriber status for failure to approve its share of the budget or for nonpayment or delinquency in payment of User Fees. On the date of such conversion, said former Principal shall: 2.3.a Packet Pg. 50 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 25 i. lose its right to participate in a caucus for selecting a voting Governing Board member; ii. lose its right to receive a share of Snohomish County 911 assets upon dissolution of Snohomish County 911; iii. become subject to payment of User Fees in accordance with the then applicable User Fee formula for Subscribers; and iv. be bound by the terms of the applicable Subscriber service contract(s). The conversion of a Principal to Subscriber shall not discharge or relieve any Principal of its outstanding obligations to Snohomish County 911. b. A Principal may alternately elect to convert to Subscriber status effective the first day of the next budget period (whether Snohomish County 911 is operating under an annual or biennial budget) by giving notice of its intent to the Governing Board not less than nine (9) months in advance of such effective date. Such conversion shall be effective as proposed without further action of the Governing Board, barring any basis for terminating the Principal and action thereon by the Governing Board. c. A governmental entity otherwise meeting the qualifications of a Principal in Section 3 hereof may be admitted as a Principal of Snohomish County 911 upon Supermajority Vote of the Governing Board as required under Section 6.j. Similarly, a Subscriber may apply to the Governing Board to be converted to Principal status. As a condition of becoming a Principal, whether by conversion or new admission, the Governing Board may require payment or other contributions or actions by the new Principal as the Governing Board may deem appropriate, and may set such start date for service as it deems appropriate, it being the intention of this provision that the addition of new Principals shall not cause the then-current Participants to incur additional cost. Upon such conversion or new admission, such new Principal shall execute this Agreement or agree in writing to the term of this Agreement in its capacity as Principal and shall thereafter be subject to all provisions of this Agreement applicable to Principals. d. Notwithstanding anything to the contrary in this Agreement, an Associate Agency meeting the qualifications of a Principal may become a Principal effective the first day of the next budget year, without making any latecomer payment or contribution, upon giving notice of its intent to the Governing Board not less than nine (9) months in advance of such effective date. Such conversion shall be become effective on such date without further action of the Governing Board. 2.3.a Packet Pg. 51 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 26 e. The determination of whether to accept new Subscribers shall be made by the Governing Board in a manner similar, and subject to such terms and conditions, as that for accepting new Principals, it being the intention that the addition of new Subscribers shall not cause pre-existing Participating Agencies to incur additional cost. f. A Principal wishing to receive service from Snohomish County 911 for an operating department in addition to a department already served by Snohomish County 911 may make application to the Governing Board in the same manner as, and be subject to such conditions and approvals as the Governing Board may deem appropriate for, an entity (other than an Associate Agency) seeking admission as a new Principal. SECTION 15. RETAINED POWERS OF PARTICIPATING AGENCIES. Each Participating Agency shall retain the responsibility and authority for its operational departments and for such equipment and services as are required at its place of operation to interconnect to Snohomish County 911’s operations. Interconnecting equipment and services necessary to the provision of authorized Snohomish County 911 services may be funded through Snohomish County 911’s budget and operational programs. SECTION 16. INVENTORY AND PROPERTY. Equipment, vehicles and furnishings for Snohomish County 911’s operation shall be acquired as provided by law. If any Participating Agency provides equipment or furnishings for Snohomish County 911’s use, title to the same shall rest with the respective local entity unless that equipment or furnishing is acquired by Snohomish County 911. The Executive Director shall maintain and bi-annually update an inventory of equipment and furnishings owned by, leased or temporarily assigned to Snohomish County 911, and the values thereof. In event of dissolution or termination of Snohomish County 911, assigned or loaned items shall be returned to the lending entity and all other items or funds derived from the sale thereof shall be distributed to Principals as described in Section 20. SECTION 17. WITHDRAWAL BY OR TERMINATION OF PRINCIPAL. a. Any Principal may withdraw its membership and terminate its participation in this Agreement by providing written notice and serving that notice on the Governing Board on or before June 30 in any year. After providing appropriate notice as provided in this Section, that Principal’s membership withdrawal shall become effective on the last day of the calendar year following the year in which the notice is given. A Principal that has given notice of its intent to terminate must meet with the Executive Director or his or her designee to develop a departure plan. The departure plan is intended to ensure an orderly separation of the Principal from New Agency and ensure minimal disruption in 911 Calls response for the public. The departure plan may include the transfer of funds and equipment 2.3.a Packet Pg. 52 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 27 or other assets and must be approved by Simple Majority Vote of the Board. Notwithstanding anything herein to the contrary, Principals shall be prohibited from withdrawing their membership and terminating their participation in this Agreement during the Initial Term; provided, a Principal may give appropriate notice of its intent to withdraw pursuant to this Section during the Initial Term, and in such event that Principal’s membership withdrawal shall become effective on the last day of the calendar year that coincides with the end of the Initial Term. b. Notwithstanding the foregoing, a Principal may be terminated at any time by action of the Governing Board for delinquencies of at least six (6) months in payment of Assessments and interest per Section 12.f. c. Time is of the essence in giving notice of termination and/or withdrawal. d. A terminating and/or withdrawing Principal is deemed to forfeit any and all rights it may have to Snohomish County 911’s personal or real property, or any other ownership in Snohomish County 911, unless otherwise provided by the Governing Board; provided further that this forfeit of rights shall not apply to personal property on loan to Snohomish County 911 from the terminating or withdrawing Principal. e. The termination and/or withdrawal of a Principal shall not discharge or relieve any Principal of its outstanding obligations to Snohomish County 911. f. A Governing Board Member representing a Principal that (i) has given notice of withdrawal, or (ii) has been terminated by vote of the Governing Board which termination is effective at a future date, shall be authorized to cast votes at the Governing Board only on budgets items to be implemented prior to the withdrawal or termination date. SECTION 18. AMENDMENT OF AGREEMENT. The following terms of this Agreement may only be amended in writing after receipt of the approval of the legislative authorities of all Principals: a. Expansion of the scope of services provided by the Snohomish County 911 beyond the scope of Section 4. b. The composition of the Governing Board and terms of office as provided in Sections 6.a and 6.d. c. Voting rights of Governing Board Members. d. Powers of the Governing Board. 2.3.a Packet Pg. 53 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 28 e. Hold harmless and indemnification requirements. f. Provisions regarding duration, termination or withdrawal. g. The conditions of this Section. The parties to this Agreement acknowledge and agree that provisions in this Agreement that are not specifically identified in (a) through (g) above reflect the Principals’ direction as to the initial operational and administrative policies and procedures to be implemented by the Governing Board. With the exception of the foregoing items that require affirmative approval of the legislative authorities of all Principals, the parties to this Agreement authorize the Governing Board to modify this Agreement from time to time in order to carry out the corporate purposes of Snohomish County 911. Any such modification shall be in writing and executed by the President of the Governing Board after providing not less than thirty (30) days’ advance written notice to all Principals of such proposed modification, and upon approval of a Supermajority Vote of the Governing Board. Nothing in this Section shall be construed to require legislative authority consent for the addition of a new Principal, conversion of an Associate Agency to a Principal, or agreement to serve an additional Subscriber. SECTION 19. MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS. Approval of the merger or consolidation of Snohomish County 911 with another entity, or the sale of all or substantially all assets of Snohomish County 911, shall require a Supermajority Vote of the Governing Board. SECTION 20. TERMINATION OF AGREEMENT; DISSOLUTION. a. Generally. This Agreement may be terminated upon the approval of a Supermajority Vote of the Governing Board. The termination shall be by direction of the Governing Board to wind up business by a date specified by the Governing Board, which date shall be at least one (1) year following the date of the vote to terminate. Upon the final termination date, this Agreement shall be fully terminated. b. Distribution of Property on Termination of Agreement. Upon termination of this Agreement, all property acquired during the life of this Agreement remaining in ownership of Snohomish County 911 shall be disposed of in the following manner: i. Real or Personal Property. All real or personal property purchased pursuant to this Agreement and all unexpended funds or reserve funds, net of all outstanding Snohomish County 911 liabilities, shall be distributed to those 2.3.a Packet Pg. 54 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 29 Principals still participating in the Snohomish County 911 on the day prior to the termination date and shall be apportioned between Principals based on the ratio that the average of each Principals’ contributions to the operating budget over the preceding five (5) years bears to the total of all then remaining Principals’ User Fees paid during such five-year period. The Governing Board shall have the discretion to allocate the real or personal property and funds as it deems appropriate, and the apportionment, determined consistent with the preceding sentence, need not be exact. ii. Loaned Property. In the event of dissolution or termination of the Snohomish County 911, assigned or loaned assets shall be returned to the lending entity. iii. Allocation of Liabilities. In the event outstanding liabilities of the Snohomish County 911 exceed the value of personal and real property and funds on hand, all Principals shall contribute to retirement of those liabilities in the same manner as which they would share in the distribution of properties and funds. c. Notwithstanding the foregoing, this Agreement may not be terminated if to do so would abrogate or otherwise impair any outstanding obligations of the Snohomish County 911, unless provision is made for those obligations. SECTION 21. DISPUTE RESOLUTION. a. Whenever any dispute arises between a Principal or the Principals or between the Principals and the Snohomish County 911 (referred to collectively in this Section as the “parties”) under this Agreement which is not resolved by routine meetings or communications, the parties agree to seek resolution of such dispute by the process described in this Section, which shall also be binding on Subscribers. b. The parties shall seek in good faith to resolve any such dispute or concern by meeting, as soon as feasible. The meeting shall include the President of the Governing Board, the Executive Director, and a representative(s) of the Principal(s), if a Principal(s) is involved in the dispute, and/or a person designated by the Subscriber(s), if a Subscriber(s) is involved in the dispute. c. If the parties do not come to an agreement on the dispute or concern, any party may request mediation through a process to be mutually agreed to in good faith between the parties within 30 days, which may include binding or nonbinding decisions or recommendations (whichever is mutually agreed to). The mediator(s) shall be mutually agreed upon and shall be skilled in the legal and business aspects of the subject matter of 2.3.a Packet Pg. 55 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 30 this Agreement. The parties shall share equally the costs of mediation and assume their own costs. SECTION 22. INSURANCE. The Governing Board, Executive Director, and Technical Advisory Committees shall take such steps as are reasonably practicable to minimize the liability of the Participating Agencies, including but not limited to the utilization of sound business practice. The Governing Board shall determine which, if any, insurance policies or self-insurance programs for governmental entities authorized in the State of Washington may be reasonably and practicably acquired to cover liability exposures and other potential losses arising from the operations of the Snohomish County 911 and the activities of the parties pursuant to this Agreement (which may include Directors and Officers, Commercial General Liability, Auto, Workers’ Compensation, Stop Gap/Employer’s Liability, errors and omissions, crime/ fidelity insurance, CyberRisk, property damage or loss), and shall direct the acquisition of same. SECTION 23. INDEMNIFICATION AND HOLD HARMLESS. a. Each Principal shall defend, indemnify and hold other Principals, their officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of that Principal’s negligent acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries or damages are caused solely by the acts of a Principal; provided, that if any such Claim is based on the concurrent negligence of more than one Principal, then the indemnifying party’s obligation hereunder applies only to the extent of its negligence. b. Each Principal shall defend, indemnify and hold the Snohomish County 911 and its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of that Principal’s negligent acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries and damages are caused solely by the acts of the Snohomish County 911; provided, that if any such Claim is based on the concurrent negligence of Snohomish County 911 and Principal, then the indemnifying party’s obligation hereunder applies only to the extent of its negligence. c. As provided in its Articles, the Snohomish County 911 shall defend, indemnify and hold each Principal its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of the Snohomish County 911’s acts or omissions in connection with the 2.3.a Packet Pg. 56 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 31 performance of its obligations under this Agreement, except to the extent the injuries and damages are caused solely by the acts of any Principal;; provided, that if any such Claim is based on the concurrent negligence of Snohomish County 911 and a Principal, then the indemnifying party’s obligation hereunder applies only to the extent of its negligence. d. The Snohomish County 911 will hold harmless, indemnify and defend its officers, officials, employees and volunteers from any and all legal liability, claims or lawsuits of any kind for injuries, damages, losses of any kind occurring to another, including attorney fees, which may arise out of the good faith performance of their duties to the Snohomish County 911 and performed in the scope of their employment or service to the Snohomish County 911, except to the extent the injuries, losses and/or damages are caused by the intentional and knowing wrongful acts of any of the Snohomish County 911’s officers, officials, employees or volunteers. e. Subscribers shall be required to agree to indemnify and hold harmless each Principal and the Snohomish County 911, their officers, officials, employees and volunteers from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of Subscriber’s negligent acts or omissions in connection with the receipt of services from Snohomish County 911. To such degree as the Governing Board determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of Snohomish County 911, Snohomish County 911 may also indemnify and hold harmless Subscribers. f. In the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of a party hereto and the Snohomish County 911, its officers, officials, employees, and volunteers, the party’s liability hereunder shall be only to the extent of the party’s negligence. It is further specifically and expressly understood that the indemnification provided in this Section constitutes the party’s waiver of immunity under Industrial Insurance Title 51 RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this Section shall survive the expiration or termination of this Agreement. g. Each party shall give the other parties proper notice as provided herein of any claim or suit coming within the purview of these indemnities. Termination of this Agreement, a Principal’s withdrawal from the Snohomish County 911, or a Principal’s conversion to Subscriber status (collectively for purposes of this subparagraph “Termination”), shall not affect the continuing obligations of each of the parties as indemnitors hereunder with respect to those indemnities and which shall have occurred prior to such Termination. 2.3.a Packet Pg. 57 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 32 SECTION 24. INTERGOVERNMENTAL COOPERATION. The Snohomish County 911 shall cooperate with local, state and federal governmental agencies in order to maximize the utilization of any grant funds for equipment and operations and to enhance the effectiveness of the Snohomish County 911’s operations and minimize costs of service delivery. SECTION 25. NOTICE. Notices required to be given to Snohomish County 911 under the terms of this Agreement shall be directed to the following unless all Principals are otherwise notified in writing: President of the Governing Board and Executive Director, Snohomish County 911 c/o Snohomish County 911 1121 S.E. Everett Mall Way, Suite 200 Everett, WA 98208 Notices to Principals, Subscribers, Associate Agencies, Governing Board Members or Representatives required hereunder may be given by mail, overnight delivery, facsimile or email, or personal delivery. Each Principal shall provide the President of the Governing Board written notice of the address for providing notice to said Principal. Any Principal wishing to change its mail or email address shall promptly notify the President of the Governing Board. Notice or other written communication shall be deemed to be delivered at the time when the same is postmarked in the mail or overnight delivery services, sent by facsimile or email (with confirmation of transmission), or received by personal delivery. SECTION 26. COMPLIANCE WITH LAWS. During the term of this Agreement, the parties hereto agree to comply with all federal, State, and local laws as necessary to carry out the terms of this Agreement. Further, to the extent that any Emergency Communication Services and/or Additional Services involve the retention, security, confidentiality or other handling of certain “protected” health information under the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations thereunder by the U.S. Department of Health and Human Services and other applicable laws including chapter 70.02 RCW, the Washington Uniform Health Care Information Act, as amended, the parties agree to comply with such laws and execute documents as necessary to implement the requirements under such laws. 2.3.a Packet Pg. 58 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 33 SECTION 27. VENUE. The venue for any action related to this Agreement shall be in the Superior Court in and for Snohomish County, Washington at Everett, Washington, or if applicable, in Federal District Court, Western District of Washington. SECTION 28. NO THIRD PARTY BENEFICIARIES. There are no third-party beneficiaries to this Agreement. No person or entity other than a party to this Agreement shall have any rights hereunder or any authority to enforce its provisions, and any such rights or enforcement must be consistent with and subject to the terms of this Agreement. In addition to the foregoing, nothing in this Agreement is intended to create a special relationship or other basis for third party liability. SECTION 29. SEVERABILITY. The invalidity or any clause, sentence, paragraph, subdivision, section or portion of this Agreement shall not affect the validity of the remainder of this Agreement. SECTION 30. RATIFICATION. All prior acts taken by the Principals and Snohomish County 911 consistent with this Agreement are hereby ratified and confirmed. SECTION 31. EXECUTION, COUNTERPARTS, AMENDMENT AND RESTATEMENT OF ORIGINAL AGREEMENT, AND EFFECTIVE DATE. The Original Agreement was executed on behalf of each Principal by its duly authorized representative following approval of the Original Agreement by motion, resolution or ordinance of its legislative authority. Pursuant to the terms of the Original Agreement and except for certain amendments as provided in Section 18 of the Original Agreement, the Original Agreement may be amended from time to time by Supermajority Vote of the Governing Board of Snohomish County 911 without further approval of legislative authorities of the Principals. Pursuant to Section 4, Section 6.j and Section 18 of the Original Agreement, after giving 30 days’ notice to each Principal as required by Section 18 of the Original Agreement, the Governing Board of Snohomish County 911, by Supermajority Vote of its Principals, authorized the amendment and restatement of the Original Agreement by the execution and delivery of this Agreement. 2.3.a Packet Pg. 59 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) 34 This Agreement shall be deemed adopted and effective as of June 20, 2024, and as of such date, this Agreement shall control the operations and governance of Snohomish County 911. This Agreement shall be filed and/or posted as required by chapter 39.34 RCW. This Agreement shall be executed by the President of the Governing Board, and attested to by the Secretary of the Governing Board. IN WITNESS WHEREOF, this Agreement shall be effective as of the date set forth above. Snohomish County 911 By: ______________________________ Jon Nehring Board President Attest: By: ______________________________ Terry Peterson Board Secretary Approved as to Form: By: _________________________________ Attorney for Snohomish County 911 2.3.a Packet Pg. 60 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) A-1 10156 99999 hg108542r9 EXHIBIT A Process for Selecting Governing Board Members and Alternates Governing Board Members are selected every two (2) years in April, through the process described below. If not defined in this Exhibit A, capitalized terms have the meaning stated in the Agreement. As used in this Exhibit A:  Population Served means the residential population of all territory Directly Served by a Principal Police Agency or Fire Agency, according to the most recent annual report issued by the State Office of Financial Management each year determining the population of each jurisdiction.  Administration and Technology Cost Center means all costs allocated to this cost center that are not otherwise attributed to another cost center as defined in Exhibit B. Step 1. Police Agencies are divided into four (4) caucuses a. Rank each Police Agency by the pro rata share of the Administration and Technology Cost Center for each Police Agency from smallest to largest, provided, however, that to avoid double counting, Population Served shall be based on the population for which the Police Agency has general policing responsibilities; contracts for special services (such as bomb squad or SWAT responses only) are not included in the calculation of Population Served. b. Snohomish County shall be its own caucus (until and unless it is no longer the largest Police Agency in terms of pro rata share of the Administration and Technology Cost Center, in which case all four caucuses shall be determined as per Subsection c below). c. The remaining Police Agencies shall be divided into three roughly equal caucuses based on pro rata share of the Administration and Technology Cost Center, starting from the smallest Police Agency and working up to agencies serving more population. In deciding where to divide caucuses, the following rules shall apply: i. No Police Agency shall be divided into two caucuses. ii. Caucuses with the smallest agencies (the two caucuses with three Governing Board Member seats, referred to as Small and Medium 2.3.a Packet Pg. 61 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) A-2 10156 99999 hg108542r9 Police Agencies on the Police Agencies Table below) shall be sized by rounding up (exceeding the pro rata share target to the extent necessary to completely include the pro rata share target and not divide any Police Agency between caucuses), and the larger Police Agency caucus (two Governing Board Member seats, referred to as Next Largest Police Agencies in the Police Agencies Table below) shall be rounded down. Step 2. Fire Agencies are divided into three (3) caucuses a. Rank each Fire Agency by Population Served, from the smallest to the largest, provided, however, that to avoid double counting, Population Served shall be based on fire suppression responsibility; contracts for limited services (such as BLS/ALS response/transport) are not included in the calculation of Population Served. b. Divide the Fire Agencies into three (3) caucuses based on whether they are small, medium or large agency, defined as follows: i. A Large Fire Agency is defined as an agency serving 14% or more of the total Population Served by all Fire Agencies. ii. A Medium Fire Agency is defined as an agency serving more than 3% and less than 14% of the total Population Served by all Fire Agencies. iii. A Small Fire Agencies is defined as an agency serving 3% or less of the total Population Served by all Fire Agencies. Step 3. Each Caucus selects Board Members a. In April, designated representatives from each Principal in each Police Agency caucus and each Fire Agency caucus shall meet together and select Governing Board Members to represent them on the Governing Board for the next two- year term. Caucuses may determine their own rules for nominating and selecting Governing Board Members, provided that the following rules shall apply: i. Representatives to the caucus shall be designated by the legislative body of the Principal they represent (or by such other person as local codes may require). Designated representatives must be qualified to serve as a Governing Board Member. ii. An individual need not attend the caucus in order to be selected as a Governing Board Member, so long as the person otherwise meet the qualifications of a Governing Board Member. iii. Each Principal within a caucus shall have an equal vote in selecting each Governing Board Member. 2.3.a Packet Pg. 62 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) A-3 10156 99999 hg108542r9 iv. Any Principal who has designated more than one representative to the caucus, and is unable to unanimously decide where to place their vote, at the time the vote is called, shall forfeit their vote. v. Voting by proxy will not be allowed. vi. No Principal may have an elected official or staff member hold more than one (1) Governing Board seat in a single caucus unless there are more seats than Principals in the caucus. vii. The Secretary shall record the votes of the caucus, confirming the individuals to whom the caucus’s Board seats are to be allocated for the next term of office. This record shall be included in the next regularly scheduled board meeting packet. b. The number of Governing Board Members to be selected by each caucus shall be as follows: Police Agencies (10 Board Members) Caucus 1: Largest Agencies (Currently Snohomish County is the only member) 2 Governing Board Members, one of which must be the County Sheriff or an assistant or deputy sheriff directly reporting to the Sheriff – unless or until the County is no longer the Largest Policy Agency (in terms of Population Served), in which case the two board members shall be selected as per Caucus 2. Caucus 2: Next Largest Police Agencies 2 Governing Board Members, of which one must be operational staff and one must be an elected official Caucus 3: Medium Police Agencies 3 Governing Board Members, of which one must be an operational staff and one must be an elected official Caucus 4: Small Police Agencies 3 Governing Board Members, of which one must be an operational staff and one of must be an elected official 2.3.a Packet Pg. 63 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) A-4 10156 99999 hg108542r9 Fire Agencies (5 Board Members) Caucus 1: Large Fire/EMS Agencies 3 Governing Board Members Caucus 2: Medium Fire/EMS Agencies 1 Governing Board Member Caucus 3: Small Fire/EMS agencies 1 Governing Board Member Step 4. Each Caucus Selects a Slate of Designated Alternates, in Priority Order. a. Each caucus shall select a slate of designated alternates in a number equal to the number of Governing Board seats allocated to that caucus. b. Each caucus shall prioritize its alternates to determine the order in which the alternates are called upon to participate at a Governing Board meeting in the event of an absence of any Governing Board member representing the caucus. Caucuses may determine their own rules for nominating and selecting Board Alternates, provided that the rules set forth in Step 3.a for selecting of Board Members shall apply. Vacancies Any vacancies shall be promptly filled by the appointing caucus, which shall meet either in person or telephonically to select a replacement Board Member and/or Alternate to serve the remainder of the vacant position’s unexpired term. Such selection process shall be subject to the rules outlined in Step 3. 2.3.a Packet Pg. 64 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) B-1 10156 99999 hg108542r9 EXHIBIT B Principal Assessment Formula Assessments are calculated and charged separately for each Emergency Communications Service provided for each Principal that has elected to receive such service. A Principal that has elected to receive both Police and Fire/EMS Emergency Communications Services will pay one Assessment for service to its Police agency and one Assessment for service to its Fire/EMS agency. A Principal that has elected to receive only police or Fire/EMS Emergency Communications Services from Snohomish County 911 only pays an Assessment for the service so received. Capitalized terms used in Exhibit B not defined in this Exhibit B have the meaning set forth in the body of the Interlocal Agreement. Description of the formula to derive Assessments for individual Principals. Step 1: Divide the Net Adopted Budget into four cost pools:  Administration and Technology  Call Takers  Police Dispatch  Fire Dispatch The costs allocable to each cost pool are further defined below (see “Definitions”) Step 2: Apply Revenues to cost pools according to the following guidelines:  E-911 Tax Revenues will first be applied to offset all costs associated with the Call Takers cost pool. Any E-911 Tax Revenues over and above the amount necessary to fund all costs in the Call Takers cost pool will be applied to fund permissible costs for such revenues within the Administration, Technology, and Wireless Technology cost pool.  Emergency Communications and Facility Tax Revenues will be applied to fund permissible costs for such revenues within the Administration, Technology, and Wireless Technology cost pool. Revenues that exceed the Administration, Technology, and Wireless Technology cost pool will be applied to member assessments using the formula assigned to this cost pool.  The portion of Subscriber Contract revenues attributable to all Emergency Communications Services except revenues attributable to the Wireless Technology cost pool will be applied to the Police Dispatch and/or Fire Dispatch cost pool, based on the services billed to the Subscriber. For example, revenues from a Subscriber contract for Emergency Communications Services with the Stillaguamish Tribe to service its Police Agency will be applied to reduce the size of the Police Dispatch cost pool, except for any increment of such revenue charged for Wireless Technology cost pool items. 2.3.a Packet Pg. 65 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) B-2 10156 99999 hg108542r9  The portion of any Subscriber Contract revenues attributable to Radio System services will be applied to the Administration, Technology, and Wireless Technology cost pool, including but not limited to any revenues attributable to cell tower leases and other non-Assessment revenue attributable to the Radio System.  Additional Services revenues will be applied to the Administration and Technology, Police Dispatch, Fire Dispatch, and/or Wireless Technology cost pool, based upon where the costs of those services are allocated. Step 3: Divide the Administration and Technology, Call Taker, Police Dispatch and Fire Dispatch cost pools between Police Agencies and Fire Agencies:  Amounts in the Administration and Technology cost pool will be divided based on the ratio of dispatch workstations assigned to each service (initially, 8 police dispatch stations and 5 fire stations)  Police 62%  Fire 38% If the Board approves deployment of an additional dispatch work station to serve Police or Fire Agencies, this ratio will automatically change (the change is not considered a formula change requiring Governing Board approval).  Amounts in the Call Taker cost pool will be divided based on a ratio that reflects an assessment of actual time spent by call takers processing each type of call:  Police 75%  Fire 25% A change in this ratio requires Supermajority Vote of the Governing Board.  Calculate a Cost per Console by dividing total Police Dispatch and Fire Dispatch Costs by the total number of dispatch stations.  Amounts in the Police Dispatch cost pool are allocated to Police Agencies and are further separated out on a Cost-per-Console basis as between Shared Dispatch Station costs and Dedicated Dispatch Station costs. (In 2017, of the 8 Initial Police Dispatch stations, 5 were shared and 3 were dedicated—1 to Marysville Police, and 2 to Everett Police).  Amounts in the Fire Dispatch cost pool are allocated to Fire Agencies and are further separated out on a Cost-per-Console basis as between Shared Dispatch Station costs and Dedicated Dispatch Station costs (In 2017, there were 5 Shared Dispatch Stations in the Fire Dispatch cost pool and no Dedicated Dispatch Stations). 2.3.a Packet Pg. 66 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) B-3 10156 99999 hg108542r9 Step 4: Allocate costs to individual Principals, calculating Fire and Police Agency assessments separately as follows:  Police Agency Principal Assessments: 1. Calculate the sum of costs allocated to all Police Agencies in the Administration and Technology Cost pool plus the Call Taker cost pool, and subtract Police Agency Subscriber contract revenues. Allocate the resulting total amount between all Police Agency Principals based on the Shared Cost Allocation Calculation. The total Police Agency Principal Assessment for any individual Principal is this amount plus the individual dispatch cost allocation derived from either item 2 or 3 below as applicable to the individual Principal: 2. For Principal Police Agencies assigned to Shared Police Dispatch stations: Each such Principal is allocated a shared of all Shared Police Dispatch Station costs based on the Shared Cost Allocation Calculation. 3. For Principal Police Agencies with Dedicated Police Dispatch stations: Each such Principal is allocated a cost equivalent to the Cost per Console multiplied by the number of dedicated Police Dispatch stations for which they have contracted.  Fire Agency Principal Assessments: 1. Calculate the sum of costs allocated to all Fire Agencies in the Administration and Technology Cost pool plus the Call Taker cost pool, and subtract Fire Agency Subscriber contract revenues. Allocate the resulting total amount between all Fire Agency Principals based on the Shared Cost Allocation Calculation. The total Fire Agency Principal Assessment for any individual Principal is this amount plus the individual dispatch cost allocation derived from either item 2 or 3 below as applicable to the individual Principal. 2. For Principal Fire Agencies assigned to Shared Fire Dispatch stations: Each such Principal is allocated a shared of all Shared Fire Dispatch Station costs based on the Shared Cost Allocation Calculation. 3. For Principal Fire Agencies with Dedicated Fire Dispatch stations: Each such Principal is allocated a cost equivalent to the Cost per Console multiplied by the number of dedicated Fire Dispatch stations for which they have contracted. 2.3.a Packet Pg. 67 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) B-4 10156 99999 hg108542r9  Shared Cost Allocation Calculation: Take the total sum to be allocated and divide it up based on three different factors: 1. 54% of total costs are allocated based on the percentage share of a Principal’s Calls for Service as compared to total Calls for Service of all such agencies (police or fire—including Principals and Subscribers). Calls for Service shall be calculated as an annual average based on the most recent 8 calendar quarters (see definition of Call Calculation Period). 2. 23% of costs are allocated based on the percentage share of a Principal’s Assessed Value as compared to the total Assessed Value of all such agencies (police or fire, Principals and Subscribers). 3. 23% of costs are allocated based on the percentage share of a Principal’s Population Served as compared to the total Population of all such agencies (police or fire, Principals and Subscribers). Principals who were “SERS Phase II” agencies and have a contract with Snohomish County whereby the Principals remit operations and maintenance expenses for SERS to the County to be passed through to SERS will continue to pay operation and maintenance expense of the Radio System under such existing agreements until such agreements are modified to permit direct payment of these charges, or such until such agreements expire, whichever is first. DEFINITIONS Fire Agency or Fire Agencies: unless expressly noted otherwise, in this Exhibit these terms include both Principals and Subscribers Directly Providing fire and medical services that are Directly Served by Snohomish County 911. Police Agency or Police Agencies: unless expressly noted otherwise, in this Exhibit these terms include both Principals and Subscribers Directly Providing police services that are Directly Served by Snohomish County 911. Cost-Per-Console Total labor costs to staff all police and fire dispatch consoles divided by the number of consoles. Net Adopted Budget means the budget approved by the Governing Board after action by all individual Principals, applicable in the time period for which the Assessment is payable, less Other Revenues. Other Revenues mean revenues received by Snohomish County 911 from sources other than User Fees, E-911 tax revenues and Additional Services, including without limitation Associate Agency fees, other miscellaneous revenues, grants, or awards that may be available from time to time to offset the operating and capital costs of Snohomish County 911. 2.3.a Packet Pg. 68 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) B-5 10156 99999 hg108542r9 Administration and Technology Costs include all costs associated with providing the supervision, management, facilities costs, insurance, reserve contributions, etc., of running the public safety dispatch center and technologies including wireless technologies, and all other expenditures in the Net Adopted Budget not included in the definition of Call Taker Costs and Dispatch Costs. Call Taker Costs include all labor costs associated with the prescribed number of operational staff assigned to staff the call taking function. Police Dispatch Costs include all labor costs associated with the prescribed number of operational staff assigned to all dispatch workstations designated for serving Police Agencies. Fire Dispatch Costs include all labor costs associated with the prescribed number of operational staff assigned to all dispatch workstations designated for serving Fire Agencies. Shared Dispatch Stations are dispatch stations that not dedicated by agreement (as opposed to workload allocation) to serve a single Principal or Subscriber. Dedicated Dispatch Stations are dispatch stations that are dedicated by agreement to serve a single Principal or Subscriber. Labor Costs are direct costs of salary and benefits. E-911 tax revenues mean revenues received by Snohomish County 911 from Snohomish County pursuant to State law. Calls for Service are defined on Appendix B-1, provided that until Snohomish County 911 has been in operation for more than three years, the calculation of the number of Calls for Service shall be determined in whole or in part (to the extent necessary to determine the two-year average number of calls for service) based on the number of Calls for Service by each Charged Operation as reported by the records of the dispatch agency previously serving each Charged Operation, and consistent with the definition of Calls for Service in Appendix B-1. Charged Operation refers to an individual Principal’s fire/EMS agency/operation, being charged under the Assessment formula. The Call Calculation Period is defined as the first calendar quarter of the preceding budget year, and the 7 calendar quarters preceding that. (For example, in 2019, the Call Calculation Period be the first quarter of 2018, plus the preceding 7 calendar quarters—all of 2017, and the last three quarters of 2016). Population Served has the meaning set forth in Exhibit A. 2.3.a Packet Pg. 69 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) B-6 10156 99999 hg108542r9 Assessed Value is the Assessed Value of taxable real property in an individual Principal or Subscriber’s or Snohomish County 911 Service Territory for the Charged Operation (as applicable) for the most recently available tax year, as published by the State Office of Financial Management or Snohomish County Assessor. “Service Area” means the geographic area of all territory Directly Served by a Principal Police Agency or Fire Agency, with the County’s Service Area excluding incorporated areas that are Directly Served by another Police Agency. 2.3.a Packet Pg. 70 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) B-1-1 10156 99999 hg108542r9 Appendix B-1 Definition of “Calls for Service” The purpose of this Exhibit is to define Calls for Service for purposes of billing/funding calculations. Snohomish County 911 will bill each Principal based on the User Fee formula, which incorporates consideration of Calls for Service as defined in this Exhibit. Section 1. Call for Service Defined: Snohomish County 911 defines a Call for Service for workload analysis and User Fee calculation as any request for service or unit initiated activity resulting in creation of a Computer Aided Dispatch System (CAD) incident that requires oversight by or interaction with Snohomish County 911 personnel, with the exception of the following: a. Any mutual aid incident where another Snohomish County 911 Principal within the same classification (police/fire/medic) is dispatched as the primary responding agency. For example, a police department that responds into another police department’s jurisdiction to provide assistance does not constitute a Call for Service charged to the mutual aid responder. However, an incident involving both police and fire/EMS would result in a Call for Service for both classifications. Similarly, any mutual aid request dispatched to a location outside the Snohomish County 911 service area shall not constitute a Call for Service. b. Any incident that is a duplicate of another Call for Service, or associated with another Call for Service. For example, multiple calls about a single brush fire incident will result in only one Call for Service for the fire/EMS responder. c. Any incident that is cancelled by Snohomish County 911 personnel due to an error or similar internal reasons. This does not include “cleared incidents”, which are incidents that are cancelled when the requesting party calls back to cancel the response after the incident has been entered into CAD. d. Any informational broadcast including but not limited to CAD entries type codes of NOTICE, NOTICEP & INFO. e. Any informational incident used for tracking non police or Fire/EMS activity created by dispatchers solely for the purpose of assisting the dispatcher in tracking such activity, for example, utility call-outs. Section 2: Assignment of CFS: As a general rule, CAD incidents are assigned to a Principal when the incident occurs within its authorized dispatch area (geo-verified location) and service discipline (Police/Fire) with the following exceptions: a. Transit, Fire Marshall, Narcotics Task Force: these incidents are assigned to the responsible countywide agency regardless of location. 2.3.a Packet Pg. 71 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) B-1-2 10156 99999 hg108542r9 b. Traffic Stops: assigned to the initiating agency. c. Non-geo verified incidents, in County: assigned to initiating agency. If there are significant anomalies in the manner calls have been measured by SNOCOM and SNOPAC, those anomalies shall be adjusted in a manner determined reasonable by the Governing Board (Supermajority Vote item) in order to develop a fair means for determining the number of calls across all agencies. 2.3.a Packet Pg. 72 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) F-1 EXHIBIT C Principals and Associate Agencies of Snohomish County 911 PRINCIPALS: SNOHOMISH COUNTY CITY OF ARLINGTON CITY OF BRIER CITY OF EDMONDS CITY OF EVERETT CITY OF LAKE STEVENS CITY OF LYNNWOOD CITY OF MARYSVILLE CITY OF MILL CREEK CITY OF MONROE CITY OF MOUNTLAKE TERRACE CITY OF MUKILTEO CITY OF WOODWAY MARYSVILLE FIRE DISTRICT NORTH COUNTY REGIONAL FIRE AUTHORITY SNOHOMISH REGIONAL FIRE AND RESCUE SNOHOMISH COUNTY FIRE DISTRICT NO. 4 SNOHOMISH COUNTY FIRE DISTRICT NO. 5 SNOHOMISH COUNTY FIRE DISTRICT NO. 15 SNOHOMISH COUNTY FIRE DISTRICT NO. 16 SNOHOMISH COUNTY FIRE DISTRICT NO. 17 SNOHOMISH COUNTY FIRE DISTRICT NO. 19 SNOHOMISH COUNTY FIRE DISTRICT NO. 21 SNOHOMISH COUNTY FIRE DISTRICT NO. 22 SNOHOMISH COUNTY FIRE DISTRICT NO. 24 SNOHOMISH COUNTY FIRE DISTRICT NO. 25 SNOHOMISH COUNTY FIRE DISTRICT NO. 26 SNOHOMISH COUNTY FIRE DISTRICT NO. 27 SOUTH SNOHOMISH COUNTY FIRE & RESCUE REGIONAL FIRE AUTHORITY 2.3.a Packet Pg. 73 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) F-2 ASSOCIATE AGENCIES: CITY OF DARRINGTON CITY OF GOLD BAR CITY OF GRANITE FALLS CITY OF SNOHOMISH CITY OF STANWOOD CITY OF SULTAN 2.3.a Packet Pg. 74 At t a c h m e n t : S N O 9 1 1 I n t e r l o c a l A g r e e m e n t 2 0 2 5 U p d a t e s 2 0 2 5 0 3 1 7 [ 1 ] ( I L A S N O 9 1 1 ) ACTION REQUESTED for Proposed Amendments to the SNO911 Interlocal Agreement Date: March 28, 2025 To: Principals of Snohomish County 911 From: RE: Terry Peterson, Deputy Director/Board Secretary Legislative Action Requested – Updated Interlocal Agreement Enclosed are proposed amendments to the Snohomish County 911 (SNO911) Interlocal Agreement (ILA). These amendments have been reviewed and approved by the SNO911 Board and now require formal approval from each Principal’s legislative body by May 15, 2025, unless this authority has been delegated within your jurisdiction. Summary of Proposed Changes 1. Expanded Contracting Authority: The amendments authorize the SNO911 board to enter into contracts for Additional Services with both member agencies and third parties (who serve member agencies). This adjustment supports the collaborative efforts of the Snohomish County EMS Joint Task Force. 2. Preparation for Future EMS Partnership: These changes support the newly established Snohomish County EMS Agency (SCEMSA). Once operational, SCEMSA’s governing board is expected to negotiate a Service Level Agreement (SLA) with SNO911 for the provision of: dedicated staff, support services (e.g., financial management, HR, and IT), and office space within SNO911's future headquarters. The changes do not bind SNO911 to enter into the agreement, but allow it to occur if and when the SNO911 Board approves it in the future. A redlined version of the ILA reflecting these updates is attached for your review. Action is requested by your legislative body to approve the changes by May 15, 2025. If you would like to provide comment to the Board, we welcome your participation. This item is on the agenda for discussion at Regular Board Meetings in April 2025. The SNO911 Board Meets Monthly on the third-Thursday of the month at 0830. Meeting notice and details are posted on our website at www.sno911.org. If your agency has any comments or questions regarding the proposed amendments, you can reach me at tpeterson@sno911.org or (425) 407-3905. 2.3.b Packet Pg. 75 At t a c h m e n t : S N O 9 1 1 - I L A - C h a n g e s - N o t i f i c a t i o n 2 0 2 5 0 3 2 8 [ 1 ] ( I L A S N O 9 1 1 ) City Council Agenda Item Meeting Date: 05/6/2025 CJTC Interagency Agreement for Instructors Staff Lead: Chief Rod Sniffen Department: Police Services Preparer: Alexandra Ehlert Background/History The WA State CJTC model for police academies uses staff from contributing agencies to deliver the curriculum developed and approved by the training commission. There are handful of State employees that do oversight and administration; however, the bulk of the instructor cadre are all commissioned Officers (or SMEs) on-loan to the academy for this purpose. Edmonds PD has one staff member - Corporal Brad Hair - that applied for and was accepted as a full-time staff member at the Burien academy location. We have a contract with CJTC that covers Brad’s entire salary and benefits on a monthly reimbursement basis. In March, CJTC opened its newest regional academy in Arlington. Prior to the launch, CJTC reached out to numerous agencies looking for instructor staff to work at the Arlington location, on a part-time basis. The full-time staff members have already been selected and hired. Edmonds PD Officer L. Daniels expressed interest in doing this part-time work. Officer Daniels is a control/defensive tactics instructor for our agency and works in our training unit. Sharing his skills with CJTC builds his resume and experience, gives him more exposure, and everyone benefits. We are able to have Officer Daniels flex his schedule and do the academy teaching as part of his regular duty day which is two days per week. Overtime may be necessary from time to time, however minimal. For our contribution, CJTC will re- imburse us at a fixed rate for Officer Daniel’s hours. Although not 100% of his wages and benefits, the time spent instructing is part of his regular duties so any amount we get would be a cost recovery for us. This Agreement allows us to invoice CJTC for Officer Daniels, or any other instructor we may offer on a part-time basis, to the regional academy. Sharon Cates has approved it as to form. Staff Recommendation Staff recommends Council approve the chief of police to sign the CJTC agreement for re-imbursement Narrative Purpose Approve an Interagency Agreement with the WA State Criminal Justice Training Commission (CJTC) allowing us to recover costs for our staff to teach at the regional academy in Arlington. Attachments: Interagency_Agreement_for_Part-Time_Instructo (1) 2.4 Packet Pg. 76 Contract Routing Sheet - IAA Washington State Criminal Justice Training Commission CJTC 330 Rev. 12/2024 Contract Requestor Name Request Date Anticipated Start Date Division/Program Program Index Code(s) Proposed Contractor (If Any) New Amend Returning Contract Timeframe: Candidate’s Name: Candidate’s Rank: Acadis Flag Check Clear: Yes No Documents Attached: Curriculum Vitae (CV)/Resume Letter of Interest Professional Standards Review Agency Endorsement Evaluations Complaint History (for current and former LEO or CO) Other: Complaint History Attestation Form (for all applicants) Notes/Comments: Budget Considerations (All questions to be answered by Budget/Fiscal) Yes No Needs Further Review Has the budget for this been established? Is the above listed PI code appropriate for this contract? If no, please list. PI Code(s): Does the proposed contractor currently hold any contracts with CJTC for the proposed timeframe? If yes, please list. Contract #s: HR/Risk Considerations (All questions to be answered by HR/Risk) Is this, or similar, work done by any current employee? Will any current employee(s) be displaced, denied, or limited work by the decision to purchase services by contract? Program Manager Name Recommendation Signature Date Division Manager Name Recommendation Signature Date Budget/Fiscal Manager Name Recommendation Signature Date HR/Risk Manager Name Recommendation Signature Date Assistant Director Name Recommendation Signature Date Deputy Director Name Recommendation Signature Date (over $50,000) Docusign Envelope ID: 3BE78713-34D3-4D1A-816D-865AABE3DC51 3/27/2025 Tim Morgan BTD/BLEA- NW Edmonds PD 3/24/25-3/31/28 113 This agreement is for reimbursement of on-duty part-time instructors 3/24/25 X Paul Bakala 3/30/2025Approve Approve X Brian Elliott 3/31/2025 X X X 3/31/2025 Marisa Peer X Approve Dave Miller 3/31/2025Approve 4/14/2025ApproveJerrell Wills Docusign Envelope ID: AF5FED47-E5FE-4950-94E3-F9417D342A82 2.4.a Packet Pg. 77 At t a c h m e n t : I n t e r a g e n c y _ A g r e e m e n t _ f o r _ P a r t - T i m e _ I n s t r u c t o ( 1 ) ( C J T C I n t e r a g e n c y A g r e e m e n t f o r I n s t r u c t o r s ) W AS HI N GT O N S T AT E CRIMINAL JUSTICE TRAINING COMMISSION Monica A. Alexander, Executive Director 19010 1st Avenue South  Burien, WA 98148  Phone: 206-835-7300  www.cjtc.wa.gov T R AI N I N G T H E GUARDIANS OF D E MO C R A C Y INTERAGENCY AGREEMENT No. This agreement, hereinafter referred to as the “Agreement”, is made and entered into by and between the Washington State Criminal Justice Training Commission, hereinafter referred to as the "WSCJTC", and the Edmonds Police Department, hereinafter referred to as the “Agency”. Whereas the WSCJTC, pursuant to Chapter 43.101.RCW, is empowered to provide programs and standards for the training of criminal justice personnel and in conjunction therewith may contract with individuals and agencies for the purpose of training; and Whereas the Agency has the ability to provide the part-time services of Agency personnel (hereinafter referred to as “Instructors”) for the purposes of administering Basic Training Academies, including the Basic Law Enforcement Academy; Now, therefore, for and in consideration of the mutual promises set forth hereafter, the parties hereto mutually agree as follows: 1. Term This Agreement shall commence on the 24th day of March, 2025 and terminate on the 31st day of March, 2028, subject to prior termination as provided herein and unless as extended by written mutual agreement of the parties hereto. 2. Part-Time Instructors The Agency may provide to the WSCJTC the part-time services of on-duty and qualified Agency personnel to provide academy instruction and instructional support. These part -time Instructors must be approved by the WSCJTC Regional Academies Commander prior to instructing WSCJTC courses. Assignments will be submitted to the WSCJTC Regional Academies Commander for approval. Such services may include, but not be limited to:  Being familiar with, and adhering to, the policies and procedures of the Basic Training Division and the WSCJTC  Coordinating with the Assistant Commander to ensure that all training materials and equipment are available and ready for use and are in good working order  Being familiar with the course lesson plan prior to instruction  Participating in course briefing and debriefing  Providing instruction and delivering written and practical exercises in assigned courses as prescribed in the course lesson plan(s)  Supporting and assisting with practical training exercises  Tutoring/counseling academy attendees  Proctoring recruit testing to ensure compliance with established expectations  Evaluating recruit performance in accordance with established rubrics  Maintaining accurate student attendance and performance records as required Docusign Envelope ID: AF5FED47-E5FE-4950-94E3-F9417D342A82 2.4.a Packet Pg. 78 At t a c h m e n t : I n t e r a g e n c y _ A g r e e m e n t _ f o r _ P a r t - T i m e _ I n s t r u c t o ( 1 ) ( C J T C I n t e r a g e n c y A g r e e m e n t f o r I n s t r u c t o r s ) March 21, 2025 Page 2  Ensuring that all equipment used in the instruction are properly stored and/or cleaned upon the completion of instruction and any damaged or dysfunctional equipment is reported to the Assistant Commander, or their designee, as soon as possible after the training session  Suggesting revisions to academy programs and curriculum in accordance with the policies and procedures of the WSCJTC to ensure that all materials are current, relevant, and rigorous a. Payment for Part-Time Instructors WSCJTC will reimburse the Agency for the payment of part-time Instructors, which are the Agency’s employees. The hourly rate assigned to each instructor will be based on the WSCJTC Contractor Pay Scale. WSCJTC will notify the Agency upon the approval of any revision to the pay scale. WSCJTC shall pay said reimbursement amount upon submission by the Agency of an invoice to WSCJTC. The Agency will send detailed invoices to WSCJTC at the end of each month that include the following:  Instructor Name  Subject taught  Dates and hours worked  Dollar amount  Academy session number 3. Payment Compensation for the work provided in accordance with this Agreement has been established under the terms of RCW 39.34.130. All costs shall be reimbursed monthly, when applicable. 4. Billing Procedures The Agency shall submit an invoice to WSCJTC at the end of each month in which services were provided. WSCJTC shall pay the Agency for all approved and completed work by warrant or account transfer within thirty (30) days of invoicing. All invoices shall be submitted to: Registered Mail: Electronic Mail: WSCJTC btdaccounting@cjtc.wa.gov Attn: Basic Training Division 19010 1st Ave S Burien, WA 98148 5. Agreements Outside of This Agreement This Agreement contains the complete agreement between the parties and shall, as of the effective date hereof, supersede all agreements, either written or oral, between the parties. The parties agree that neither of them has made any representations with respect to the subject matter of this Agreement or any representations, including the executing and delivery hereof, except such representations as are specifically set forth herein; and each of the parties hereto acknowledges that it has relied on its own judgment in entering into this Agreement. Docusign Envelope ID: AF5FED47-E5FE-4950-94E3-F9417D342A82 2.4.a Packet Pg. 79 At t a c h m e n t : I n t e r a g e n c y _ A g r e e m e n t _ f o r _ P a r t - T i m e _ I n s t r u c t o ( 1 ) ( C J T C I n t e r a g e n c y A g r e e m e n t f o r I n s t r u c t o r s ) March 21, 2025 Page 3 6. Modification No waiver or modification of this Agreement or any covenants, conditions, or limitations herein contained shall be valid unless in writing and duly executed by the parties to be charged therewith; and no evidence of any waiver or modification shall be offered or received in evidence of any proceeding or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties herein under, unless such waiver or modification is in writing duly executed as aforesaid; and the parties further agree tha t the provisions of this section may not be waived except as herein set forth. 7. Termination of Agreement This Agreement may be terminated without cause at any time by mutual agreement of the parties hereto, or by either party after thirty-days (30) following the other party's receipt of a written intent to terminate. The parties retain the right to cancel this Agreement upon ten (10) days written notice to the other party if either party fails to properly keep any of the provisions of this Agreement. In the event of termination under this section, the Agency will be entitled to receive, to the date of such termination on a pro rata basis, the compensation as set forth in section (2a) herein. 8. Health and Safety To protect the health and safety of WSCJTC and students of the WSCJTC, Instructors employed by the Agency understands the WSCJTC maintains control over its operations and agrees to submit to directions and protocols put in place to carry out its mission, including submitting to infectious disease testing when directed to do so by the WSCJTC. The Instructors must report the results to WSCJTC's confidential appointee. The Instructors agree to follow the health and safety protocols put in place by WSCJTC during scheduled academy sessions. Failure to abide by these requirements may result in their release from WSCJTC’s service and termination of the Agreement as set forth in section (7). 9. Employment Obligations of Parties The Agency agrees to pay to the Instructors the full salary and benefits, including all increases to said salary and benefits, accruing to them as employees of the Agency during the period of their services herein under. Additionally, the Agency agrees to extend to the Instructors all rights, privileges, and benefits attendant to and resulting from their employment by the Agency, including any and all promotional opportunities otherwise available to them. 10. Independent Capacity The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. 11. Indemnification/Hold Harmless Each party shall be responsible for the acts, errors, and omissions of itself and its own officers, employees, and agents acting within the scope of their authority and within the scope of the performance agreement(s). Docusign Envelope ID: AF5FED47-E5FE-4950-94E3-F9417D342A82 2.4.a Packet Pg. 80 At t a c h m e n t : I n t e r a g e n c y _ A g r e e m e n t _ f o r _ P a r t - T i m e _ I n s t r u c t o ( 1 ) ( C J T C I n t e r a g e n c y A g r e e m e n t f o r I n s t r u c t o r s ) March 21, 2025 Page 4 12. Medical/Health and Workers' Compensation Benefits In the event of any injury to, or the illness or death of any employee of the Agency’s while acting in performance of this Agreement, the Agency agrees to extend to the instructor medical / health and workers' compensation benefits and other compensation, to the same extent and in the same manner as if such injury, illness, or death had occurred during work assignment in and for the Agency. 13. Venue Stipulation This Agreement shall be construed as having been made and delivered with the State of Washington, and the laws of the State of Washington shall be applicable to its construction and enforcement. Any action at law, suit in equity, or judicial proceeding for the enforcem ent of this Agreement or any provision hereto shall be instituted in King County, Seattle, Washington. 14. Assignment Each party to this Agreement stipulates that the Agreement is one for personal services and accordingly neither party hereto may assign, sublet, or transfer any interest in this Agreement. 15. Compliance with Laws The parties hereto agree to comply in carrying out the terms of this Agreement with all applicable federal, state, and local laws, ordinances, and regulations, including but not necessarily limited to, the laws pertaining to civil rights and laws pertaining to the WSCJTC and the Agency, including merit system rules. 16. Rights in Data Material created from this Agreement shall be “works for hire” as defined by the U.S. Copyright Act of 1976 and shall be owned by WSCJTC, including but not limited to reports, documents, videos, curricular material, exams or recordings. Such materials are subject to RCW 42.56, the Public Records Act; the WSCJTC may disclose such documents in accordance with the PRA. 17. Notices All notices given herein shall be in writing and shall be sent by electronic mail to the parties at their recognized business addresses. 18. Headings The article headings contained in this Agreement are inserted solely as a matter of convenience and for reference and in no way define, limit, or describe the scope or intent of the pro visions of this Agreement. Docusign Envelope ID: AF5FED47-E5FE-4950-94E3-F9417D342A82 2.4.a Packet Pg. 81 At t a c h m e n t : I n t e r a g e n c y _ A g r e e m e n t _ f o r _ P a r t - T i m e _ I n s t r u c t o ( 1 ) ( C J T C I n t e r a g e n c y A g r e e m e n t f o r I n s t r u c t o r s ) March 21, 2025 Page 5 IN WITNESS WHEREOF, the parties have affixed their signatures on the dates below. Washington State Criminal Justice Training Commission Edmonds Police Department, Washington Monica Alexander, Executive Director Date Rodney Sniffen, Chief Date Criminal Justice Training Commission 19010 1st Avenue South Burien, Washington 98148 Edmonds Police Department 250 5th Avenue North Edmonds, WA 98020 cc: Paul Bakala, Regional Academies Commander, WSCJTC Dave Miller, Assistant Director, WSCJTC Brian Elliott, Fiscal Manager, WSCJTC Jerrell Wills, Deputy Director, WSCJTC Tim Morgan, Assistant Commander of NW Regional Campus, WSCJTC Docusign Envelope ID: AF5FED47-E5FE-4950-94E3-F9417D342A82 2.4.a Packet Pg. 82 At t a c h m e n t : I n t e r a g e n c y _ A g r e e m e n t _ f o r _ P a r t - T i m e _ I n s t r u c t o ( 1 ) ( C J T C I n t e r a g e n c y A g r e e m e n t f o r I n s t r u c t o r s ) 21 | Page 1 /22/2025 Attachment D - WSCJTC Contractor Pay Scale Training Bureau Basic Training Division and Applied Skills Training Division Support Positions Actor $40/hr Range Safety Officer $45/hr Firearms Qualification Administrator $65/hr Instructor Patrol Procedures Basic (PPB) $65/hr Emergency Vehicle Operations (EVOC) $65/hr Control Defensive Tactics (CDT) $65/hr Firearms (FA) $65/hr Patrol Tactics (PT) $65/hr Special Weapons and Tactics (SWAT) $65/hr Advanced Training Division and Gender Based Violence Training Division Support Positions GBVD Actor w/ Required Training $50/hr Private Security/LEOSA Chief $60/hr Instructor GBVD Instructor/Facilitator $65/hr Private Security/LEOSA $55/hr 1st Level/Mid-manager $65/hr Docusign Envelope ID: AF5FED47-E5FE-4950-94E3-F9417D342A82 2.4.a Packet Pg. 83 At t a c h m e n t : I n t e r a g e n c y _ A g r e e m e n t _ f o r _ P a r t - T i m e _ I n s t r u c t o ( 1 ) ( C J T C I n t e r a g e n c y A g r e e m e n t f o r I n s t r u c t o r s ) 22 | Page 1 /22/2025 CIT Statewide & MIDD $65/hr 21 CPL $65/hr Other ATD Instruction Up to $65/hr Curriculum Development Subject Matter Expert - Consultant As determined by the Deputy Director Developer As determined by the Deputy Director Notes ▪ Contractors performing work for multiple disciplines will be paid at the rate associated with the type of instruction. ▪ Exceptions may be made under special circumstances by the Executive Director. Ex: Instructors teaching technical pieces of curriculum whose education/experience require a JD, PHD, MD, or significant Executive Level Leadership. ▪ Commuting distance is defined as 60 miles from the instructor's official residence. Reimbursement of mileage only applies when WSCTC requires the contractor travel to perform work outside of their primary work location and travel is approved in advance. Docusign Envelope ID: AF5FED47-E5FE-4950-94E3-F9417D342A82 2.4.a Packet Pg. 84 At t a c h m e n t : I n t e r a g e n c y _ A g r e e m e n t _ f o r _ P a r t - T i m e _ I n s t r u c t o ( 1 ) ( C J T C I n t e r a g e n c y A g r e e m e n t f o r I n s t r u c t o r s ) City Council Agenda Item Meeting Date: 05/6/2025 Development Fee Update Staff Lead: Shane Hope Department: Planning & Development Preparer: Heather Lakefish Background/History Edmonds has adjusted its development fees periodically (including at the start of 2024) to reflect cost of living increases, based on the CPI. A comprehensive fee study has not been done for at least ten years. As the City’s budget crisis has loomed, recognition has growth that we should look harder at increasing revenues, including through development fees, in all reasonable ways. Staff Recommendation Consider the information presented and ask any questions. Narrative The City Council approved $10,000 in the 2025 budget for the Planning and Development Department to conduct a development fee study and make recommendations about any proposed fee changes. In early 2025, the Department began preliminarily to look at its fee schedule and observed that at least some Planning and Engineering fees were likely lower than they should be. The Department began working on methodology for conducting the study. An RFQ was developed and advertised for a qualified consultant to conduct the study for $10,000. Responses are due May 9. With consultant costs for such work having grown significantly in the last few years, this amount may be quite a bit below what a qualified consultant would charge. Consequently, the Department is prepared to conduct much of the study itself. Possibly, the $10,000 could go toward a narrower but technical component of the study that the staff could hand off to a consultant. Regardless, staff will begin working on the study next month. An important consideration is that legally a city cannot charge development fees that are higher than typical costs for the permitting work that is covered by the fees. (In other words, City fees generally cannot be earning a real profit.) The fee study will look at staff hours involved with various types of permits and other costs of doing business, such as having an electronic permit system. It also will look at comparator cities. Generally, cities prefer to not be too far above or below the rates set by other cities. That’s because they don’t want to drive business away by charging significantly higher fees than the rest of the region and also they don’t want to unnecessarily subsidize the development process by having fees too low. This fall, the Department anticipates bringing Council the results of the fee study and a recommended fee schedule resolution for potential adoption. 2.5 Packet Pg. 85 City Council Agenda Item Meeting Date: 05/6/2025 Job Order Contracting Program - Request for Proposals for Prime Contractors Staff Lead: Phil Williams 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 expected to benefit multiple divisions and departments, including Public Works Engineering and Construction, Road Maintenance, Wastewater, Surface Water, Facilities, Parks, Recreation and Cultural Services 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. July 6, 2021 - The City Council approved a Professional Services Agreement(PSA) for JOC services with Gordian, Inc. May 21, 2024 - The City approves on consent to extend the Professional Services Agreement and General Construction Contractor contracts. Staff Recommendation The Public Works Director and Facilities Manager recommend forwarding this item to the Council's Consent Agenda to accept the Request for Proposal supplied under the existing professional services agreement with Gordian Group for continued administration of the Job Order Contracting program. Narrative The objectives of the City’s Job Order Contracting 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 existing PSA with Gordian Group for Job Order Contracting program administration is still valid for the City in compliance with RCW 39.10.410.420.460. The RFP advertises for contractors to work under the city’s existing Job Order Contracting program and is renewed every three years with an optional fourth year for the city to option. Attachments: Request for Proposal_2025_JOC Program 2.6 Packet Pg. 86 Page 1 of 135 City of Edmonds Request for Proposals Job Order Contracting General Construction Services 2025 RFP due date no later than June 16, 2025, 2:00 p.m. Pacific Local Time Point of Contact: Thom Sullivan, Facilities Manager, Thom.Sullivan@edmondswa.gov RFP Timeline Event Date Issue Date May 19, 2025 Mandatory Pre-Proposal Meeting June 2, 2025, 1:30 p.m. – 2:30 p.m. Deadline for Final Questions June 5, 2025, 5:00 p.m. Pacific Local Time Proposal Due Date June 16, 2025, 2:00 p.m. Pacific Local Time Award July 2025 Contract Start Date July 31, 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 from Builder’s Exchange of Washington, http://www.bxwa.com and clicking on “Posted Projects”, “Public Works”, “City of Edmonds”, and “Projects Bidding”. It is the Proposer’s responsibility to check for addenda and other new documents on-line. The Request for Proposal may be examined at the Engineering Division on the second floor of Edmonds City Hall, 121 Fifth Avenue North, Edmonds, WA 98020 by appointment only. E -mail Rob English at Robert.English@edmondswa.gov to schedule an appointment. 2.6.a Packet Pg. 87 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 2 of 135 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. Join the Zoom meeting on your computer or mobile app: Need public meeting web link, Meeting ID, and Passcode Submittal Requirements Submit Sealed Proposals to: City of Edmonds, City Hall, 121 5th Ave North, Edmonds, WA 98020 Clearly label the outside of the sealed envelope containing one (1) unbound original proposal, one (1) flash drive in pdf format, and one (1) sealed price sheet containing the Proposal Name and contact information listed above. Only Proposals that arrive in the City Clerk’s office by the deadline will be considered. The City will post its Intent to Award on July, 14, 2025 on the City’s website at: Need city website link for finding award information • Proposal Submittal – Sealed Proposals may be submitted in person at Edmonds City Hall (121 5th Ave North, Edmonds, WA) by 2:00 p.m. on June 16, 2025. • Proposal Opening – The proposals will be opened and read aloud at 2:15 PM via a live internet stream and concurrent conference call. Proposers who are interested in seeing/hearing the proposal opening may use either of the following: o Join a live stream of the proposal opening at the following website: Need public meeting web link, Meeting ID, and Passcode; and conference call number & Meeting ID Questions All questions must be in writing and submitted to Thom Sullivan, Facilities Manager, at Thom.Sullivan@edmondswa.gov. 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. The City of Edmonds reserves the right to reject any or all proposals, and to waive irregularities or informalities in the proposal or in the RFP. No Proposer may withdraw their proposal after the hour set for the opening thereof or before award of contract. 2.6.a Packet Pg. 88 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 3 of 135 Title VI Requirements The City of Edmonds, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252,42 U.S.C. 2000d to 2000d -4) and the Regulations, hereby notifies all Proposers that will affirmatively ensure that any contract entered into pu rsuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. If you have questions, please contact Rob English at (425) 771 -0220 or via e-mail at Robert.English@edmondswa.gov. For information about this project in another language, you may request, free of charge, language assistance services by contacting Rob English. Si tiene alguna pregunta, comuníquese con Rob English al (425) 771 -0220 o por correo electrónico a Robert.English@edmondswa.gov. Si desea obtener información sobre este proyecto en otro idioma, puede solicitar servicios gratuitos de asistencia lingüística poniéndose en contacto con Rob English. 2.6.a Packet Pg. 89 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 4 of 135 TABLE OF CONTENTS 1. INSTRUCTIONS 1.1 Proposal Submittal Page 6 1.2 Proposal Closing Page 6 1.3 Offer Period Page 6 1.4 Request for Due Date Extension Page 6 1.5 Withdrawal of Proposal Page 6 1.6 Single Response Page 7 1.7 Evaluation & Award Page 7 1.8 Waiver of Minor Administrative Irregularities Page 7 666656 1.9 Excluded Parties Page 7 1.10 Business License Page 7 1.11 Protest Procedures Page 8 1.12 Non-Endorsement Page 8 1.13 Proprietary Material Submitted/Public Disclosure Page 8 1.14 Cost of Preparing Proposals 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 12 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 16 2.12 Intents and Affidavits Page 16 2.13 Performance and Payment Bonds Page 16 2.14 Retainage Bond Page 17 2.15 Option to Extend Page 17 2.16 Option Year Price Increase Page 17 2.17 Payment Page 17 2.18 Compliance with OMWBE Goals and Good Faith Effort Page 17 3. PROPOSAL SUBMITTAL REQUIREMENTS 3.1 Submittal Requirements Page 17 3.2 Content and Format Page 18 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 21 4.03 Price Sheet Page 22 4.04 Questionnaire Page 23 2.6.a Packet Pg. 90 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 5 of 135 4.05 Certificate of Non-Debarment/Suspension Page 25 Certification of Compliance with Wage Payment Statutes Page 26 Job Order Contract Page 27 Payment and Performance Bond Page 35 Retainage Bond Page 36 5. GENERAL CONDITIONS Table of Contents Page 39 6. FEMA SUPPLEMENTARY CONDITIONS Page 127 7. JOB ORDER CONTRACT TITLE VI APPENDICES 1 AND 2 Page 133 8. CONSTRUCTION TASK CATALOG® TECHNCIAL SPECIFICATIONS Links Provided on Page 11 2.6.a Packet Pg. 91 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 6 of 135 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. 2.6.a Packet Pg. 92 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 7 of 135 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 Proposal s (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. 2.6.a Packet Pg. 93 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 8 of 135 1.11 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. 1.12 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. 1.13 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 2.6.a Packet Pg. 94 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 9 of 135 cost and expense, be responsible for defending the nondisclosure before the court. 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 the City will have no obligation to advocate for nondisclosure in any forum and has no liability whatsoever to any Proposer for the disclosure of any material or record of any kind when that disclosure is in accordance with applicable law or in accordance with an order applying applicable law entered by the Superior Court or a Washington appellate court. By submitting a 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. 1.14 COST OF PREPARING PROPOSALS The City of Edmonds is not liable for any costs incurred by Proposers in the preparation and presentation of proposals and demonstrations submitted in response to this Request for Proposals. 2.6.a Packet Pg. 95 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 10 of 135 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 (“JOC”) 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 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 2.6.a Packet Pg. 96 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 11 of 135 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: https://fortive.box.com/s/uybvcxectp8lncliuh1dp041537a6vod 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, 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. 2.6.a Packet Pg. 97 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 12 of 135 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. 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, 2.6.a Packet Pg. 98 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 13 of 135 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 1. Proposers must provide five separate Adjustment Factors. The Adjustment Factors are as follows: • Normal Working Hours (General Facilities): Monday thru Friday 7:00 am to 4:00 pm except City holidays; • 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 4:00 pm except City holidays; • Other Than Normal Working Hours (Secured Facilities): Monday thru Friday 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 used to determine the Proposal Criteria Figure: Adjustment Factor % Weight (For Evaluation Only) Normal Working Hours (General Facilities) 40% Other than Normal Working Hours (General Facilities) 10% Normal Working Hours (Secured Facilities) 30% Other than Normal Working Hours (Secured Facilities) 10% Non-Prepriced 10% 2.6.a Packet Pg. 99 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 14 of 135 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 contractor registration in compliance with Chapter 18.27 RCW, a plumbing contractor license in compliance with Chapter 18.106 RCW, an elevator contractor license in compliance with Chapter 70.87 RCW, or an electrical contractor license in compliance with Chapter 19.28 RCW, as required under the provisions of those chapters; (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 2.6.a Packet Pg. 100 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 15 of 135 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. e. Have a certificate of contractor registration in compliance with Chapter 18.27 RCW, a plumbing contractor license in compliance with Chapter 18.106 RCW, an elevator contractor license in compliance with Chapter 70.87 RCW, or an electrical contractor license in compliance with Chapter 19.28 RCW, as required under the provisions of those chapters. 2.6.a Packet Pg. 101 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 16 of 135 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 PAYMENT AND PERFORMANCE BOND A Payment and Performance Bond for the Job Order Contract is required. The 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 a bond 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 a new Payment and Performance Bond or rider(s) as required by the City. Job Order Contractors must use a Payment and Performance Bond form acceptable to the City. 2.6.a Packet Pg. 102 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 17 of 135 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. 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: City of Edmonds Attn: JOC Contract Administrator [To email address as directed by the City] 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. 2.6.a Packet Pg. 103 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 18 of 135 SECTION 3 – PROPOSAL SUBMITTAL REQUIREMENTS 3.1 Submittal Requirements 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: 1. Minimum Qualifications per Section 4 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 2.6.a Packet Pg. 104 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 19 of 135 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. 2.6.a Packet Pg. 105 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 20 of 135 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 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 2.6.a Packet Pg. 106 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 21 of 135 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 Relevant Experience 50 Evaluate responses to Questionnaire 4.04. 2 Technical Capability, Approach and Capacity 75 Evaluate responses to Questionnaire 4.04. 3 Communication and Customer Service 50 Evaluate responses to Questionnaire 4.04. 4 Risk, Performance and Quality Assurance 25 Evaluate responses to Questionnaire 4.04. which 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. 2.6.a Packet Pg. 107 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 22 of 135 FORM 4.02 PROPOSER COMMITMENT AND INFORMATION – SUBMITTAL REQUEST FOR PROPOSALS 2022 – 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: • I 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 Title: Authorizing Official Email: Authorizing Official Phone: Authorizing Official Signature: 2.6.a Packet Pg. 108 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 23 of 135 FORM 4.03 PRICE SHEET – SUBMITTAL REQUEST FOR PROPOSAL 2022 – 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 the Adjustment Factors and the calculation of the Proposal Criteria Figure, the individual Adjustment Factors 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: Adjustment Factor Name Proposed Adjustment Factor X Multiplier = Total 1. Normal Working Hours (General Facilities) . X 0.40 = . 2. Other Than Normal Working Hours (General Facilities) . X 0.10 = . 3. Normal Working Hours (Secured Facilities) . X 0.30 = . 4. Other Than Normal Working Hours (Secured Facilities) . X 0.10 = . 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. 2.6.a Packet Pg. 109 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 24 of 135 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. 1. 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. 2.6.a Packet Pg. 110 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 25 of 135 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 acceptan ce after January 1, 2021. 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. 2.6.a Packet Pg. 111 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 26 of 135 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 seq. 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 2.6.a Packet Pg. 112 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 27 of 135 CERTIFICATION OF COMPLIANCE WITH WAGE PAYMENT STATUTES SUBMITTAL The Proposer hereby certifies that, within the three-year period immediately preceding the RFP date (May 19, 2025), 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: _______________ City: ______________________ State: ___________ Check One: Sole Proprietorship ☐ 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. 2.6.a Packet Pg. 113 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 28 of 135 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. 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 2.6.a Packet Pg. 114 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 29 of 135 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: _____________. 2.6.a Packet Pg. 115 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 30 of 135 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, 2.6.a Packet Pg. 116 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 31 of 135 then the Contractor’s obligations under this Section 6 shall apply only to the extent allowed by RCW 4.24.115. 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 Contract or 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: 2.6.a Packet Pg. 117 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 32 of 135 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-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 th e 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) 2.6.a Packet Pg. 118 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 33 of 135 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 Secti on 8.7 may be 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. 2.6.a Packet Pg. 119 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 34 of 135 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, 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, its Appendices 1 & 2 and the General and Supplementary Conditions, and all other Contract Documents referenced in Section 8, above . 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, 2.6.a Packet Pg. 120 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 35 of 135 then the assignee shall assume all duties, obligations, and liabilities of the Contractor as stated herein. 10.9 Counterpart Originals: This Contract may be 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. 2.6.a Packet Pg. 121 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 36 of 135 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 Rosen, Mayor ATTEST/AUTHENTICATED: _____________________________ Scott Passey, City Clerk Date: _________________ APPROVED AS TO FORM: ____________________________ Office of the City Attorney CONTRACTOR _______________________________________ [Contractor’s Complete Legal Name] By: ____________________________________ _______________________________________ Typed/Printed Name: Title: ___________________ Date: __________________ 2.6.a Packet Pg. 122 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 37 of 135 PAYMENT AND PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That whereas the CITY OF EDMONDS, WASHINGTON, has awarded hereinafter designated as the “Principal,” a contract for the construction of the project, which consists of Invitation to Bid, referenced Standard Specifications, Technical Specifications, Plans, Accepted Proposal and Agreement, all as hereto attached and made a part hereof; and whereas, said principal is required under the terms of said contract to furnish a bond for the faithful performance and payment of said contract. NOW, THEREFORE, we the principal and , a corporation, organized and existing under and by virtue of the laws of the State of , and duly authorized to do business in the State of Washington, as surety, are held and firmly bound unto the CITY OF EDMONDS and the State of Washington, for and in behalf of in the sum of ($ ) lawful money of the United States, for the payment of which sum well and truly be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly, severally and firmly by those presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bonded principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements of any and all duly authorized modifications of said contract that may hereafter be made, at the time and in the manner therein specified, and shall pay all laborers, mechanics, subcontractors and material men, and all persons who shall supply such person or persons or subcontractors with provisions and supplies for the carrying on of such work, on his, her, or their parts, and shall indemnify and save harmless the CITY OF EDMONDS, WASHINGTON, its officers and agents, and shall further save harmless and indemnify said CITY OF EDMONDS, WASHINGTON from any defect or defects in any of the workmanship or materials entering into any part of the work or designated equipment covered by said contract, which shall develop or be discovered within one year after the physical completion of such work, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect, provided that the liability hereunder for defects in materials and workmanship for a period of one year after the physical completion of such work. THE SURETY, for value received, further stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the work to be performed thereunder of the specifications accompanying the same shall in any way affect its obligation on this bond, and the Surety does hereby waive notice of any change, extension of time, alterations or additions to the terms of the contract or the work or to the specifications. 2.6.a Packet Pg. 123 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 38 of 135 The Surety hereby agrees that modifications and changes may be made in the terms and provisions of the aforesaid contract without notice to the Surety, and any such modifications or changes increasing the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this Performance Bond in a like amount, such increase, however, not to exceed twenty-five percent of the original amount of this bond without the consent of the Surety. IN WITNESS WHEREOF, this instrument is executed in three counterparts, each of which shall be deemed an original, this day of , 20 . Principal By Title TWO WITNESSES ATTEST (if corporation) Surety By Title Its Address of local office and agent of surety company is APPROVED AS TO FORM Office of the City Attorney 2.6.a Packet Pg. 124 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 39 of 135 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 ______________, the Principal executed a contract (the “Contract”) with the City known as: Project Name: 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. 2.6.a Packet Pg. 125 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 40 of 135 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 Chap ter 60.28 RCW shall be effective against the Principal and the Surety and any judgment under Chapter 60.28 RCW 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 of , 20 . Principal By _ Typed/Printed Name: Its Surety By Typed/Printed Name: Attorney-in-Fact 2.6.a Packet Pg. 126 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 41 of 135 GENERAL CONDITIONS ARTICLE 1 DEFINITIONS ........................................................................................................................... 42 1.1 Definition of Terms .......................................................................................................................... 42 1.1.1 JOC Specific Definition of Terms .................................................................................................... 49 1.2 Definitions/Abbreviations ....................................................................................................................... 52 ARTICLE 2 PRELIMINARY MATTERS ................................................................................................. 54 2.1 City Operations ............................................................................................................................... 54 2.2 Starting the Job Order (Notice to Proceed) ..................................................................................... 54 2.3 Job Order Completion Time ............................................................................................................ 54 2.4 Extension of Time ........................................................................................................................... 55 2.5 Before Starting Work....................................................................................................................... 55 2.6 Preconstruction Conference. .......................................................................................................... 56 ARTICLE 3 CONTRACT DOCUMENTS: INTENT, CORRELATION, EXECUTION OF AND OWNERSHIP OF CONTRACT DOCUMENTS ......................................................................................................................... 57 3.1 Intent...................................................................................................................................................... 57 3.2 Correlation of the Contract Documents ........................................................................................... 57 3.3 No Warranties by the City ............................................................................................................... 58 ARTICLE 4 PHYSICAL CONDITIONS AND REFERENCE POINTS .................................................... 59 4.1 Unforeseen Physical Conditions ..................................................................................................... 59 ARTICLE 5 BONDS AND INSURANCE ............................................................................................... 60 5.1 Performance Bond .......................................................................................................................... 60 5.2 Payment Bond ................................................................................................................................ 60 5.3 Contractor's Liability Insurance ....................................................................................................... 61 5.4 Contractor Pollution Liability............................................................................................................ 68 5.5 Waiver of Rights.............................................................................................................................. 69 5.6 Receipt and Application of Property Insurance Proceeds ............................................................... 70 ARTICLE 6 CONTRACTOR'S RESPONSIBILITIES.............................................................................. 71 6.1 Examination of the Site of Work and Detailed Scope of Work ........................................................ 71 6.2 Error, Inconsistency, Omission or Variance in the Contract Documents......................................... 71 6.3 Supervision ............................................................................................................................................ 71 6.4 Labor, Materials, and Equipment .................................................................................................... 72 6.5 Equivalent Materials and Equipment, "or Equal" ............................................................................. 73 6.6 Disposal of Demolished Materials ................................................................................................... 73 6.7 Subcontractors and Sub-Subcontractors ........................................................................................ 74 6.8 Patent Fees and Royalties .............................................................................................................. 75 6.9 Laws and Regulations ..................................................................................................................... 76 6.10 Taxes ..................................................................................................................................................... 76 6.11 Use of Premises.............................................................................................................................. 76 6.12 Record Documents ......................................................................................................................... 77 6.13 Safety and Protection ...................................................................................................................... 77 6.14 Emergencies .......................................................................................................................................... 78 6.15 Shop Drawings and Samples .......................................................................................................... 78 6.16 Continuing the Work ....................................................................................................................... 79 6.17 Warranties ............................................................................................................................................. 79 6.19 Progress Schedule .......................................................................................................................... 80 6.20 On-Site Documents......................................................................................................................... 81 6.21 Working Drawings, Product Data, Samples, and Other Submittals ................................................ 81 6.22 Cutting, Fitting and Patching of Work .............................................................................................. 82 2.6.a Packet Pg. 127 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 42 of 135 6.23 Inspection of the Work .................................................................................................................... 82 6.24 Uncovering of Work ........................................................................................................................ 83 6.25 Correction of Work .......................................................................................................................... 83 6.26 Responsibility for Work ................................................................................................................... 84 6.27 Hazardous Materials ....................................................................................................................... 84 6.28 Clean-up ................................................................................................................................................ 85 6.29 Protection of Work During Suspension ........................................................................................... 86 6.30 Notice and Detailed Breakdown of Claim ........................................................................................ 86 6.32 Prerequisite to Suit .......................................................................................................................... 86 6.33 Indemnification ...................................................................................................................................... 87 ARTICLE 7 ADDITIONAL WORK AND WORK BY OTHERS ............................................................. 89 7.1 Additional Work ............................................................................................................................... 89 ARTICLE 8 CITY'S RESPONSIBILITIES ............................................................................................. 90 8.1 Authority of the Project Manager ..................................................................................................... 90 8.2 Administration of the Contract ......................................................................................................... 90 8.3 City's Right to Carry Out Other Work .............................................................................................. 91 8.4 Officers and Employees of the City Have No Personal Liability ...................................................... 91 8.5 Gratuities ............................................................................................................................................... 91 8.6 Service of Notices on the Contractor .............................................................................................. 91 ARTICLE 9 PROJECT MANAGER'S STATUS DURING WORK ........................................................ 92 9.1 City's Representative ...................................................................................................................... 92 9.2 Clarifications and Interpretations ..................................................................................................... 92 9.3 Rejecting Defective Work ................................................................................................................ 92 9.5 Decisions on Disagreements .......................................................................................................... 92 9.6 Limitations on Project Manager's Responsibilities ......................................................................... 93 9.8 Requests for Instruction ................................................................................................................. 93 ARTICLE 10 CHANGES IN THE WORK.................................................................................................95 10.1 Changes to Contract Documents .................................................................................................... 95 10.2 Change Order and Supplemental Job Order .................................................................................. 95 10.3 Job Order Price ............................................................................................................................... 96 10.4 Job Order Completion Time. .......................................................................................................... 96 ARTICLE 11 WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK..................................................................................................... 98 11.1 Warranty and Guarantee ................................................................................................................ 98 11.2 Access to Work ............................................................................................................................... 98 11.3 Tests and Inspections ..................................................................................................................... 98 11.4 City May Stop the Work .................................................................................................................. 99 11.5 Correction or Removal of Defective Work ....................................................................................... 99 11.6 Acceptance of Defective Work ........................................................................................................ 99 11.7 City May Correct Defective Work ................................................................................................... 99 ARTICLE 12 PAYMENTS TO CONTRACTOR AND COMPLETION...................................................... 101 12.1 Application for Progress Payment ................................................................................................... 101 12.2 Contractor's Warranty of Title .......................................................................................................... 101 12.3 Review of Applications for Progress Payment ................................................................................ 101 12.4 Substantial Completion ................................................................................................................... 102 12.5 Partial Utilization ............................................................................................................................. 102 12.6 Final Inspection ............................................................................................................................... 103 2.6.a Packet Pg. 128 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 43 of 135 12.7 Final Application for Payment ......................................................................................................... 103 12.8 Final Payment and Acceptance ...................................................................................................... 104 12.9 Contractor's Continuing Obligation.................................................................................................. 104 12.10 Waiver of Claims ............................................................................................................................. 104 ARTICLE 13 SUSPENSION OF WORK AND TERMINATION .............................................................. 105 13.1 Suspend the Work .......................................................................................................................... 105 13.2 City May Terminate ......................................................................................................................... 105 13.3 Termination for Convenience. ......................................................................................................... 106 13.4 Minimum Contract Value Not Achieved ........................................................................................... 107 13.5 Contractor may Stop Work or Terminate. ....................................................................................... 107 ARTICLE 15 MISCELLANEOUS .................................................................................................................. 108 15.1 General Requirements .................................................................................................................... 108 15.2 Giving Notice ................................................................................................................................... 108 15.3 Computation of Time ....................................................................................................................... 108 15.4 Non-Discrimination ................................................................................................................................ 108 15.5 Contractor Selection .............................................................................................................................. 109 15.6 Contractor’s Personnel .......................................................................................................................... 109 ARTICLE 16 JOC PROCEDURE FOR ORDERING WORK .................................................................. 110 16.1 Initiation of a Job Order. .................................................................................................................. 110 16.2 Preparation of the Price Proposal ................................................................................................... 110 16.3 Review of the Job Order Proposal and Issuance of the Job order .................................................. 114 ARTICLE 17 ENR CCI ADJUSTMENT OF THE ADJUSTMENT FACTORS......................................... 117 ARTICLE 18 SOFTWARE, JOC SYSTEM LICENSE, AND COOPERATIVE PURCHASING ............... 119 18.1 JOC System License....................................................................................................................... 119 18.2 Cooperative Purchasing.................................................................................................................. 119 ARTICLE 19 COMPLIANCE WITH THE JOC RCW REQUIREMENTS .............................................. 120 19.1 Contractor's Responsibility ........................................................................................................... 120 19.2 Maximum Job Order Value .......................................................................................................... 120 19.3 Adjustment Factors and Construction Task Catalog®.................................................................. 120 19.4 Prevailing Wage Rates to be Paid................................................................................................ 120 19.5 Executed OMWBE Plan. .............................................................................................................. 120 19.6 Subcontracting.................................................................................................................................... 120 19.7 Public Records ............................................................................................................................. 120 19.8 Audits and Retention of Records ................................................................................................. 120 19.9 Public Notice Requirements .......................................................................................................... 120 19.10 Public Inspection of Certain Records-Protection of Trade Secrets .............................................. 120 2.6.a Packet Pg. 129 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 44 of 135 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 Order Contract) The written agreement between the City and the Contractor. Application for Payment The form accepted by Project Manager which is to be used by Contractor in requesting progress or final payment and which is to include such supporting documentation as is required by the Contract Documents. Bonds Performance and payment bonds and other instruments of security. Contract Administrator The authorized representative of the City who is assigned 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 2.6.a Packet Pg. 130 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 45 of 135 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. Drawings 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 Contract Federally Funded Job Order Federal Contract Clauses The date indicated in the Contract on which it becomes 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. A Job Order designated by the City as federally funded, in which case the Job Order includes the Federal Contract Clauses. The current federal contract clauses determined by the City to be applicable to a Federally Funded Job Order. 2.6.a Packet Pg. 131 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 46 of 135 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. 2.6.a Packet Pg. 132 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 47 of 135 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 Award The written notice by City identifying the highest ranked Proposers and indicating that the City intends to award a contract to that Proposer(s) or enter into negotiations with such Proposer(s). 2.6.a Packet Pg. 133 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 48 of 135 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 Materials or equipment furnished by the City which is to be incorporated into the Work by the Contractor. 2.6.a Packet Pg. 134 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 49 of 135 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. Proposal 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. Proposer 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 meaning 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. 2.6.a Packet Pg. 135 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 50 of 135 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 Completion The Work or a specified part thereof has progressed to the 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 Conditions That portion of the Contract Documents that amends or 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. 2.6.a Packet Pg. 136 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 51 of 135 Surety 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 2.6.a Packet Pg. 137 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 52 of 135 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 Order] 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 2.6.a Packet Pg. 138 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 53 of 135 Working 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. 2.6.a Packet Pg. 139 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 54 of 135 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 2.6.a Packet Pg. 140 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 55 of 135 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 2.6.a Packet Pg. 141 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 56 of 135 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. 2.6.a Packet Pg. 142 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 57 of 135 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 2.6.a Packet Pg. 143 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 58 of 135 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 2.6.a Packet Pg. 144 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 59 of 135 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. 2.6.a Packet Pg. 145 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 60 of 135 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 2.6.a Packet Pg. 146 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 61 of 135 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 2.6.a Packet Pg. 147 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 62 of 135 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 St ate 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 fo r 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 2.6.a Packet Pg. 148 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 63 of 135 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 Bond ability” 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. 5.3 Contractor's 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 2.6.a Packet Pg. 149 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 64 of 135 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 (“ISO”) occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop gap liability, independent contractors, products- completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named an insured under the Contractor’s Commercial General Liability 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 endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. 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 liab ility policy shall be written on an occurrence basis. The Contractor shall provide proof 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 2.6.a Packet Pg. 150 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 65 of 135 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 VII, 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. 2.6.a Packet Pg. 151 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 66 of 135 5.3.2 Contractor’s Insurance for Other Losses. The Contractor shall assume full responsibility 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 or jurisdiction 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 bu t 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. 2.6.a Packet Pg. 152 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 67 of 135 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 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. i. 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. j. 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 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 2.6.a Packet Pg. 153 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 68 of 135 Conditions; include coverage for the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of all such additional insureds; and the insurance afforded to these additional insureds shall provid e 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 City’s Liability 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 Property Insurance a. Builder’s Risk: Unless otherwise provided in the Supplementary Conditions and on a Job Order by Job Order basis as required by the City, the Contractor shall purchase and maintain builder’s risk insurance upon the Work on a completed value basis, in the amount of the full insurable replacement cost thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and 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 Supplementary Conditions, the parties required to be insured shall collectively be referred to as “insureds.” 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 2.6.a Packet Pg. 154 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 69 of 135 movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused 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. xi. 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. 2.6.a Packet Pg. 155 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 70 of 135 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. 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. f. 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. 2.6.a Packet Pg. 156 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 71 of 135 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; 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. 2.6.a Packet Pg. 157 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 72 of 135 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 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 2.6.a Packet Pg. 158 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 73 of 135 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, inco nsistency, 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. 2.6.a Packet Pg. 159 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 74 of 135 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. 2.6.a Packet Pg. 160 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 75 of 135 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. 2.6.a Packet Pg. 161 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 76 of 135 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). 2.6.a Packet Pg. 162 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 77 of 135 • 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 2.6.a Packet Pg. 163 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 78 of 135 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. 2.6.a Packet Pg. 164 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 79 of 135 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. 2.6.a Packet Pg. 165 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 80 of 135 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 2.6.a Packet Pg. 166 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 81 of 135 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. 2.6.a Packet Pg. 167 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 82 of 135 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. 2.6.a Packet Pg. 168 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 83 of 135 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 2.6.a Packet Pg. 169 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 84 of 135 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 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 (paper, electronic) in which they were originally prepared. 6.22 Cutting, Fitting and Patching of Work 6.22.1 The Contractor will be responsible for all cutting, fitting, patching, or such 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 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. 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 2.6.a Packet Pg. 170 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 85 of 135 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. 2.6.a Packet Pg. 171 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 86 of 135 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 2.6.a Packet Pg. 172 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 87 of 135 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 2.6.a Packet Pg. 173 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 88 of 135 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. 2.6.a Packet Pg. 174 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 89 of 135 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 suc h 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 Gove rnment 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. 2.6.a Packet Pg. 175 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 90 of 135 (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 2.6.a Packet Pg. 176 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 91 of 135 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 2.6.a Packet Pg. 177 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 92 of 135 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). 8.2 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 2.6.a Packet Pg. 178 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 93 of 135 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 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 2.6.a Packet Pg. 179 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 94 of 135 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. 2.6.a Packet Pg. 180 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 95 of 135 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: 2.6.a Packet Pg. 181 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 96 of 135 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 2.6.a Packet Pg. 182 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 97 of 135 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/dec reases 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. 2.6.a Packet Pg. 183 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 98 of 135 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 wh en 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. 2.6.a Packet Pg. 184 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 99 of 135 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 fun ctions 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 2.6.a Packet Pg. 185 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 100 of 135 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 this Article 11. 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 2.6.a Packet Pg. 186 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 101 of 135 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 2.6.a Packet Pg. 187 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 102 of 135 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 2.6.a Packet Pg. 188 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 103 of 135 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; 2.6.a Packet Pg. 189 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 104 of 135 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 2.6.a Packet Pg. 190 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 105 of 135 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. 2.6.a Packet Pg. 191 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 106 of 135 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 sha ll 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 2.6.a Packet Pg. 192 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 107 of 135 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 2.6.a Packet Pg. 193 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 108 of 135 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 2.6.a Packet Pg. 194 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 109 of 135 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. END OF ARTICLE 13 ARTICLE 14 NOT USED END OF ARTICLE 14 2.6.a Packet Pg. 195 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 110 of 135 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. 2.6.a Packet Pg. 196 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 111 of 135 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 C ity. 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 2.6.a Packet Pg. 197 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 112 of 135 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. l. 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 t he 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; 2.6.a Packet Pg. 198 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 113 of 135 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. 2.6.a Packet Pg. 199 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 114 of 135 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 2.6.a Packet Pg. 200 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 115 of 135 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 2.6.a Packet Pg. 201 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 116 of 135 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. 2.6.a Packet Pg. 202 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 117 of 135 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 me ans. 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. 2.6.a Packet Pg. 203 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 118 of 135 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 O rders. END ARTICLE 16 2.6.a Packet Pg. 204 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 119 of 135 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). 2.6.a Packet Pg. 205 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 120 of 135 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 Orde r 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 2.6.a Packet Pg. 206 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 121 of 135 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 2.6.a Packet Pg. 207 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 122 of 135 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. 2.6.a Packet Pg. 208 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 123 of 135 19.5 EXECUTED OMWBE PLAN 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 Ci ty 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; ii. 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 r equired above by incorporating the provisions of this Audit section into any agreements with Subcontractors or Suppliers related to this Contract; and 2.6.a Packet Pg. 209 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 124 of 135 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. Cooperatio n 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 o f 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 c osts 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; 2.6.a Packet Pg. 210 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 125 of 135 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 information as related to how equipment was recorded to the project; ix. Contractors’ rental agencies’, Subcontractors’, and lower tier subcontractors’ invoices; x. Contracts, purchase orders and agreements between the Contractor and each of its Subcontractors, and all lower tier subcontractor contracts and supplier contracts; xi. Subcontractors’ and lower tier subcontractors’ payment certificates/payment applications; 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; xv. Cash disbursements journal; xvi. All documents which relate to each and every claim together with all documents which support the amount of damages to each claim; xvii. All schedule documents, including man-loaded schedules, work plans, planned resource codes, phasing documents and summaries; xviii. All other documents, including email, related to the Project, Claims, or Supplemental Job Orders; xix. Any documentation or information relied upon for the purposes of translating the bid amounts to original budget amounts; xx. Original budget and updated budgets used for tracking job performance throughout 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; 2.6.a Packet Pg. 211 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 126 of 135 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 2.6.a Packet Pg. 212 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 127 of 135 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 2.6.a Packet Pg. 213 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 128 of 135 SUPPLEMENTARY CONDITIONS – FEMA AND OTHER FEDERALLY FUNDED PROJECT NOTE: These Supplementary Conditions apply to FEMA and other federally funded City projects. The City anticipates that most projects performed thru the Job Order Contracting program will not be FEMA funded or otherwise federally funded. The Agreement/Contract (collectively, “Contract”) may be funded in whole or in part by federal grant funding received by The City of Edmonds from the Federal Emergency Management Agency (“FEMA”), which is part of the United States Department of Homeland Security (“DHS”), or other Federal Funding sources. Therefore, Consultant/Contractor (collectively, the “Contractor”) must comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to, the contractual provision set forth in Title 2 of the Code of Federal Regulations, Part 200, in connection with the Contractor’s performance of the work or services covered by the Contract (the “Project”). All such federal laws and regulations shall be deemed to be inserted in the Contract and the Contract shall be read and enforced as though such federal laws and regulations were included therein. Anything to the contrary herein notwithstanding, all FEMA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in the Contract. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Edmonds request that would cause the City to be in violation of these FEMA terms and conditions or any other federal law or regulation applicable to the receipt of FEMA grants. If any provision of the Contract shall be such as to effect noncompliance with any FEMA requirement, such provision shall not be deemed to form a part thereof, but the balance of the Contract shall remain in full force and effect. In addition, the Contractor agrees to the following specific provisions: 1.1 Debarment .1 The Contractor and any prospective lower tier participant certifies, by submission of this proposal, 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. .2 The City will ensure the Contractor and any lower participants are not debarred by checking the government’s Excluded Parties List System at SAM.gov prior to executing a contract. 1.2 Cost Plus Percentage Not Allowed .1 Notwithstanding any provisions in the Contract to the contrary, the Contractor and any prospective lower tier participant are prohibited from using cost plus percentage contracts. This includes, but is not limited to, the use of percentages for change orders or mark-ups on sub-contractors or materials. Cost plus fixed fee, either lump sum or unit price, is authorized. 2.6.a Packet Pg. 214 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 129 of 135 1.3 Additional Federal Contracting Requirements .1 The Contractor must comply with Executive Order 11246 of September 24, 1965, entitled Equal Employment Opportunity, as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41CFR chapter 60). .2 The Contractor must comply with the requirements of the Age Discrimination Act of 1975 (42 U.S.C. § 6101 et seq.), which prohibits discrimination on the basis of age in any program or activity receiving Federal financial assistance. .3 The Contractor must comply with the requirements of Titles I, II, and III of the Americans with Disabilities Act, which prohibits recipients of federal funding from discriminating 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. §§ 12101–12213). .4 The Contractor must comply with the requirements of Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.), which provides that no person in the United States will, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. Implementing regulations for the Act are found at 6 C.F.R. Part 21 and 44 C.F.R. Part 7. .5 The Contractor must comply with Title VIII of the Civil Rights Act of 1968, which prohibits Contractors from discriminating in the sale, rental, financing, and advertising of dwellings, or in the provision of services in connection therewith, on the basis of race, color, national origin, religion, disability, familial status, and sex (42 U.S.C. § 3601 et seq.), as implemented by the Department of Housing and Urban Development at 24 C.F.R. Part 100. The prohibition on disability discrimination includes the requirement that new multifamily housing with four or more dwelling units—i.e., the public and common use areas and individual apartment units (all units in buildings with elevators and ground-floor units in buildings without elevators)—be designed and constructed with certain accessible features (see 24 C.F.R. § 100.201). .6 The Contractor must comply with the Copeland Anti-Kickback Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). .7 The Contractor must comply with the Davis-Bacon Act (40 U.S.C. 276a to 276a7) as supplemented by Department of Labor regulations (29 CFR Part 5). a. This project is a public work in the State of Washington, funded in whole or in part with public funds. Therefore, the higher of the two applicable prevailing wage rates, federal or state, will be enforced. .8 The Contractor must comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327330) as supplemented by Department of Labor regulations (29 CFR Part 5). 2.6.a Packet Pg. 215 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 130 of 135 .9 The Contractor must provide reporting as specified in the plans, specifications and deliverables section of the Contract. .10 The City shall have patent rights with respect to any discovery or invention which arises or is developed in the course of or under such contract. .11 The City shall have copyrights and rights respective to any data which arises or is developed in the course of or under such contract. .12 The County, State, the Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representatives shall have access to any books, documents, papers, and records of the Contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. .13 The Contractor must maintain records for three years after grantees or subgrantees make final payments and all other pending matters are closed. .14 The Contractor must comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000) .15 The Contractor must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. .16 The Contractor must comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94163, 89 Stat. 871). .17 The City is entitled to exercise all administrative, contractual, or other legal remedies permitted by law to enforce the Contractor’s compliance with the terms of the Contract. .18 The Contractor must acknowledge its use of federal funding when issuing requests for proposals, bid invitations, and other documents describing the Project in connection with performing the Contract. 2.6.a Packet Pg. 216 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 131 of 135 .19 If the Contractor collects PII (Personally Identifiable Information) in connection with the Project, the Contractor is required to have a publicly available privacy policy that describes what PII they collect, how they use the PII, whether they share PII with third parties, and how individuals may have their PII corrected where appropriate. .20 The Contractor must comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. § 701 et seq.), which is adopted at 2 C.F.R Part 3001, which requires that all organizations receiving grants from any Federal agency agree to maintain a drug-free workplace. .21 The Contractor must comply with the requirements of 31 U.S.C. § 3729 which sets forth that no recipient of federal payments shall submit a false claim for payment. See also 38 U.S.C. § 3801-3812 which details the administrative remedies for false claims and statements made. .22 The Contractor must comply with Preference for U.S. Flag Air Carriers: (air carriers holding certificates under 49 U.S.C. § 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. § 40118) and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B-138942. .23 The Contractor must comply with the Title VI of the Civil Rights Act of 1964 (Title VI) prohibition against discrimination on the basis of national origin, which requires that recipients of federal financial assistance take reasonable steps to provide meaningful access to persons with limited English proficiency (“LEP”) to their programs and services. Providing meaningful access for persons with LEP may entail providing language assistance services, including oral interpretation and written translation. .24 The Contractor must comply with 31 U.S.C. §1352, which provides that none of the funds provided under an award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal action concerning the award or renewal. .25 Unless otherwise provided by law, the Contractor is subject to the Bayh-Dole Act, Pub. L. No. 96-517, as amended, and codified in 35 U.S.C. § 200 et seq. The Contractor is subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from financial assistance awards are in 37 C.F.R. Part 401 and the standard patent rights clause in 37 C.F.R. § 401.14. .26 The Contractor must comply with U.S. Executive Order 13224 and U.S. law that prohibit transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. 2.6.a Packet Pg. 217 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 132 of 135 .27 The Contractor must comply with the requirements of the government-wide award term which implements Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 U.S.C. § 7104). This is implemented in accordance with OMB Interim Final Guidance, Federal Register, Volume 72, No. 218, November 13, 2007. Full text of the award term is located at 2 CFR § 175.15. .28 The Contractor must comply with the Rehabilitation Act of 1973, including all sections, that prohibits discrimination on the basis of disability. The standards for deciding if employment discrimination exists under the Rehabilitation Act are the same as those used in Title I of the Americans with Disabilities Act. .29 The Contractor must maintain the currency of the information in the Universal Identifier and System of Award Management (SAM) until submission of the final financial report required under the award or receive final payment, whichever is later, as required by 2 C.F.R. Part 25. .30 The Contractor must comply with requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act), which amends 18 U.S.C. §§ 175–175c. Among other things, the USA PATRIOT Act prescribes criminal penalties for possession of any biological agent, toxin, or delivery system of a type or in a quantity that is not reasonably justified by a prophylactic, protective, bona fide research, or other peaceful purpose. .31 The Contractor must comply with the statutory requirements for whistleblower protections (if applicable) at 10 U.S.C § 2409, 41 U.S.C. 4712, and 10 U.S.C. § 2324, 41 U.S.C. §§ 4304 and 4310. .32 The Contractor must obtain DHS’s approval prior to using the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials, including use of the United States Coast Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials. .33 The Contractor must acknowledge and agree—and require any sub-contractors, successors, transferees, and assignees to acknowledge and agree—to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. Additionally: a. the Contractor must cooperate with any compliance review or complaint investigation conducted by DHS; b. the Contractor must give DHS access to and the right to examine and copy records, accounts, and other documents and sources of information related to the grant and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance; c. the Contractor must submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports; d. the Contractor must comply with all other special reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance; 2.6.a Packet Pg. 218 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 133 of 135 e. if, during the past three years, the Contractor has been accused of discrimination on the grounds of race, color, national origin (including limited English proficiency), sex, age, disability, religion, or familial status, the Contractor must provide a list of all such proceedings, pending or completed, including outcome and copies of settlement agreements to the DHS awarding office (FEMA) and the DHS Office of Civil Rights and Civil Liberties; and f. in the event any court or administrative agency makes a finding of discrimination on grounds of race, color, national origin (including limited English proficiency), sex, age, disability, religion, or familial status against the Contractor, or the Contractor settles a case or matter alleging such discrimination, the Contractor must forward a copy of the complaint and findings to the DHS Component and/or awarding office (FEMA). .34 Small and Minority Businesses: The non-Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. Affirmative steps must include: a. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; b. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; c. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; d. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; e. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and f. Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (a) through (e) of this section. http://www.ecfr.gov/cgi- bin/text-idx?node=se2.1.200_1321&rgn=div8 The United States has the right to seek judicial enforcement of these obligations. 2.6.a Packet Pg. 219 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 134 of 135 JOB ORDER CONTRACT APPENDIX 1 (Appendix A of USDOT 1050.2A Standard Title VI Assurances) During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter collectively referred to as the “Contractor”) agrees as follows: 1. Compliance with Regulations: The 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 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 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, request for proposal, or negotiation made by the 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 Contractor of the 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 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 Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the 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 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: • Withholding of payments to the Contractor under the Agreement until the Contractor complies; and/or • Cancellation, termination, or suspension of the Agreement, in whole or in part. 6. Incorporation of Provisions: The 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 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 Contractor becomes involved in, or is threatened with, litigation by a subcontractor or supplier as a result of such direction, the 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 Contractor may request the appropriate federal agency enter into such litigation to protect the interests of the United States. 2.6.a Packet Pg. 220 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) Page 135 of 135 JOB ORDER CONTRACT APPENDIX 2 (Appendix E of USDOT 1050.2A Standard Title VI Assurances) During the performance of this contract, the Contractor, for itself, its assignees, and successors in the interest (hereinafter referred to as the “Contractor”) 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 et seq.), (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). 2.6.a Packet Pg. 221 At t a c h m e n t : R e q u e s t f o r P r o p o s a l _ 2 0 2 5 _ J O C P r o g r a m ( J o b O r d e r C o n t r a c t i n g - A d v e r t i s e R e q u e s t f o r P r o p o s a l s ) City Council Agenda Item Meeting Date: 05/6/2025 Presentation of the Scope of Work for the Safety Action Plan Staff Lead: Rob English/Bertrand Hauss Department: Engineering Preparer: Emiko Rodarte Background/History none Staff Recommendation Forward item to a future consent agenda for approval. Narrative The City partnered with ten other agencies, including Puget Sound Regional Council (PSRC), on securing a $2.87 million grant through the U.S. Department of Transportation’s Safe Streets and Roads for All (SS4A) Grant Program to complete their Safety Action Plans. The City's federal share of the grant is $300,000. This program focuses on the development of a Safety Action Plan by developing well-defined strategies to prevent future roadway fatalities and serious injuries for all modes of transportation. A robust data collection and analysis of the City’s roadways will be conducted and include a data-driven crash analysis in order to develop mitigation strategies and a prioritized corridor / intersection improvements project list. The final document will provide a plan to improve the safety for all roadway users with the goal to reduce roadway fatalities and serious injuries. This planning document is required to make the City eligible for future SS4A Implementation Grant applications, for projects identified in the plan. The City received Statement of Qualifications (SOQ ‘s) from three consulting firms (Fehr & Peers, Kimley Horn, and Transpo Group) to complete the Safety Action Plan. The Selection Committee chose Fehr & Peers based on their qualifications and experience in preparing similar Safety Action Plans. Attachment 1 is the proposed scope of work and includes the following tasks: · Safety analysis - existing conditions, common risk factors, road network analysis, and data dashboard; · Establishment of Vision Zero Statement; · Community engagement - surveys, Open Houses, and Stakeholder group; · Identification of projects list; · Establishment of criteria to complete project priorities; · Final prioritized projects list; · Completion of Safety Action Plan; and 2.7 Packet Pg. 222 · Methodology for updating Annual Traffic Collision Data. Those tasks are scheduled to be completed in early 2026, in order to make the City eligible for a SS4A Implementation Program grant application in Spring 2026. The fee to complete the scope of work is $289,932 (including $9,500 in management reserve). The consultant's fee and staff time to develop the plan will be funded by the federal grant ($300,000) and the required local match ($75,000) from the Street Fund (Fund 112). Attachments: Attachment 1 - scope and fee 2.7 Packet Pg. 223 Date: 4/28/25 To: Bertrand Hauss; City of Edmonds From: Taylor Whitaker, Kendra Breiland; Fehr & Peers Subject: Scope for Edmonds CSAP The purpose of the Comprehensive Safety Action Plan (CSAP) is to evaluate the most recent available data on crashes in the City of Edmonds and recommend strategies to reduce severe and fatal crashes in locations where crashes have occurred, as well as over a wider geographic area. Tasks will include educating stakeholders on the Safe System Approach, evaluating crash data, identifying potential mitigation strategies, prioritizing these strategies based on community input and an equity lens, and translating this input into an Edmonds CSAP that qualifies as an action plan for the USDOT Safe Streets and Roads For All program. Tasks will also include providing a comprehensive data dashboard for future tracking and training for updating the dashboard. Task 1: Project Management, Leadership and Goal Setting, and Planning Structure To facilitate close communication with the City team, Fehr & Peers and Alta Planning + Design (henceforth known as Consultant) will host a one hour virtual kick off meeting to review scope, schedule, and budget and discuss key priorities for this project. Tasks 1.1 Project Kick Off Meeting The Consultant will convene and facilitate a kick-off meeting with City staff to: • Review and confirm the goals, scope, schedule and budget for the project. • Define the roles and responsibilities of consultant team members. • Define administration and project management expectations (communication protocol, regular meetings with City project manager, monthly progress reporting, project completion schedule, invoicing). • Request key data for base mapping and safety analysis. The kick-off meeting will also ensure that key team members emerge with a shared understanding of expectations and study objectives. The Consultant will prepare a draft agenda for the meeting and a meeting summary with follow-up items from the meeting. Task 1.2 Project Management and Coordination The Consultant will work with the City’s project manager to schedule and host bi weekly half hour check- in coordination calls over the course of this project to foster frequent communication on emerging project needs and ensure the project scope, schedule, and budget are effectively managed. 2.7.a Packet Pg. 224 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) The Consultant will prepare agendas when needed for meetings and propose maintaining a shared document (e.g., SharePoint, OneDrive, Google Docs) for ongoing coordination that can be easily referenced by all parties. Throughout the project, the Consultant will produce and maintain a project schedule confirming meetings, project deliverables, and review deadlines. Monthly progress reports will be provided with each invoice outlining tasks accomplished and deliverables provided in the monthly billing cycle. This scope also includes expected Consultant attendance (expected in person attendance) at up to four Council or Committee of the Whole meetings. This scope also includes ‘direct costs’ which covers project overhead costs such as printing, data communications, travel, and other expenses necessary to successfully implement the project. Task 1.3 Leadership and Goal Setting Given the recent grant requirements of the Safe Streets and Roads for All Program, having a Vision Statement to commit to an eventual goal of zero fatalities and serious injuries will be critical to grant funding selection. In advance of the meeting the Consultant will provide example Vision Statements from other agencies to kick off the conversation. It is our understanding that City staff will take the lead in establishing a vision statement in collaboration with its identified safety partners and direction from the City Council. The Consultant will provide support in finalizing the vision statement for the CSAP by participating in a one-hour working session led by City staff and provide written comments on a draft prepared by City staff. If the City has previously engaged in vision discussions with its safety partners, the working session could be scheduled in concert with the kick-off meeting. Task 1.4 Assessment of Plans, Policies, and Guidelines The Consultant will review current prioritized projects, programs, and policies. This effort will establish a framework of action items that help the City to move toward and ultimately achieve its safety goals. This will be documented in an excel benchmarking worksheet to inform a later task. Task 1.5 Task Force Development and Meetings Through the course of the project, collaboration with other agencies and/or their elected officials may be required for educational purposes and/or to discuss projects within their jurisdiction or to gain consensus on regional strategies. Up to three meetings are assumed, with a combination of in-person and virtual meetings. The Consultant will be developing agendas, PowerPoints, and content for these meetings. It is assumed Edmonds will recruit Task Force members and reserve a location (if the meetings are not virtual). The Consultant will use these meetings to reflect on input from the community and provide opportunities to weigh in on high crash locations, risk factors, and proposed updated policies and safety projects. This will include context about the planning process, research/evaluation themes, and recommendations. The Consultant will develop project scoring criteria in close collaboration with the Task Force. At the final task force meeting, the Consultant will share the recommendation summaries. 2.7.a Packet Pg. 225 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) Task 1 Deliverables • Kick-off Meeting • Meeting minutes for the bi-weekly phone calls/virtual meetings • Attendance at four (4) Council or Committee of the Whole meetings • Monthly invoices and progress report • Working session to discuss draft vision statement • Written comments on draft vision statement • Assessment of Plans, Policies, and Guidelines • Task Force meeting attendance, agendas, presentations and action items (3) Task 2: Safety Analysis The Consultant will obtain the most recent five-years worth of collision data from WSDOT for the City of Edmonds. The collision data will be reviewed and cleaned (clearly identifying missing data, correcting inconsistencies in data entry, etc.) before it is loaded into a GIS database. The GIS database will allow the City to quickly filter crashes based on location, crash type (rearend, broadside, turning vehicle/ bicycle, etc.), mode of transportation involved, severity (fatality, serious injury, other), and contributing factor. The Consultant will provide a data needs request list to the City in advance of these tasks. Task 2.1 Existing Conditions Analysis Once the data is in GIS format, the Consultant will analyze all fatal and serious crashes and look for trends to determine risk factors. Specifically, we will investigate the traits of the parties involved, collision types (e.g., rear-end, broadside), preceding movements, unsafe behaviors, and other contributing factors like time of day, weather, distraction, or alcohol/ drug influence. The Consultant will also investigate trends in contextual variables (i.e. risk factors) such as roadway speeds, ADT, functional class, number of travel lanes, intersection traffic controls, the presence of street lighting, the presence of pedestrian and bicycle facilities, and the types of nearby land uses. The Consultant will assess how these variables may affect the safety of roadway users, with a particular focus on pedestrians and cyclists. The Consultant will develop a High Injury Network (HIN) based on the weighted crash data. This will form the basis for the Risk Factor analysis described in Task 2.3. Task 2.2 Identification of Common Risk Factors The Consultant will build on the previous task by identifying common safety risk factors. WSDOT reports that to date, applicants have an average of six risk factors. The Consultant will share its findings in a one- hour phone call with City staff. A risk factor heat map will be generated based on to the presence of the most important risk factors identified. The risk factor mapping approach will be based on the client’s preferences and project need. 2.7.a Packet Pg. 226 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) Task 2.3 Analyze Road Network for Common Risk Factors The Consultant will analyze the City’s roadway network to determine where the common risk factors are present. (Note: WSDOT is flexible about how this analysis is conducted, though many jurisdictions perform this analysis on a corridor-by-corridor basis.) The Consultant will flag high-risk locations as those with the greatest number of risk factors. This serves to identify those locations/corridors with high collision potential. Task 2.4 Data Dashboard The Consultant will develop an online Safety Dashboard to convey an interactive map of safety data. Data filters could be provided so that the map(s) can display data by a specific jurisdiction, year, posted speed of roadway, roadway classification, traffic volumes, number of lanes, disadvantaged community status, crash severity and other spatial data to be determined in consultation with Edmonds staff, and based on data readily available. The data used in the creation of the Safety Dashboard will be the same data set used in Task 2. To help inform the overall design and content of the Safety Dashboard, The Consultant will provide examples of other dashboards such that the desired elements can be identified and incorporated into the Safety Dashboard. Task 2 Deliverables • Three (3) Risk Factor Maps for each mode: Vehicle, Bicycle, Pedestrian • Citywide collision database in GIS • Draft Existing Conditions Slide Deck, inclusive of work products developed in Tasks 2.1 through 2.3, for City Review • High Injury Network map • Final Existing Conditions Slide Deck for inclusion in Draft CSAP • Data Dashboard Task 3: Engagement, Collaboration, and Equity Considerations To develop this CSAP, the Consultant will leverage national expertise, local knowledge of Edmonds, and data analysis advancements to deliver the best product for the community. Stakeholder and community engagement are key elements in the development of a CSAP. These resources recommend involving stakeholders to address engineering solutions in the development and implementation of the plan. Community outreach is also a valuable component in developing a plan that is equitable, that supplements data with observations of those who travel the City each day, and that prioritizes investments in a way that aligns with community, stakeholder, elected official, and City goals. Engagement will be organized into two phases: • Phase 1: Identify Community Priorities and Needs (Summer 2025) 2.7.a Packet Pg. 227 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) • Phase 2: Share the Draft Plan (Winter 2025) Task 3.1 Project Website, Survey, and Interactive Map For online engagement, the Consultant Team will develop copy for a webpage on the City’s website and an interactive map and survey. Task 3.2 Community Engagement Plan The Consultant will work with the City to develop a Community Engagement Plan to outline the goals, timeline, roles, engagement activities, communication channels, and build the key stakeholder contact list. The Engagement Plan will also draw from the equity analysis and highlight how we will engage with historically marginalized groups in the city. The Community Engagement Plan will also include relevant feedback from other recent planning processes, if applicable. To develop the engagement plan, the Consultant will facilitate a focused half hour meeting with City Staff to discuss stakeholder mapping, promotional channels and planned events. The Community Engagement Plan will provide details on what combination of engagement activities and materials will meet the needs of the community and project. Engagement activity options could include: Interactive in-person activities: • One Open house • Presence at community events and festivals (3) • Content for newsletters and press release Interactive virtual activities: • Online surveys Task 3.3 Community Engagement Materials The Consultant Team will prepare a set of highly visual materials to use for project engagement. The Consultant Team will create engagement materials for Phase 1, then update for Phase 2. The exact mix of materials will be determined in the Engagement Plan. A flyer and social media graphic is assumed. Task 3.4 Community Engagement Activities Based on the final Community Engagement Plan completed in Task 3.2, the Consultant Team and City staff will collaborate to deliver community engagement activities. Engagement activities will remain flexible to meet unexpected changes and conditions throughout the duration of the project, but any changes to the Engagement Plan must be approved by City staff. Task 3.5 Project Website, Survey, and Interactive Map The Consultant Team will conduct an equity analysis using a data-driven approach that identifies concentrations of historically disadvantaged or vulnerable populations using public health and demographic indicators such as age, vehicle access, economic activity, etc. Special attention will be paid to 2.7.a Packet Pg. 228 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) demographic groups who are likely to face mobility restrictions. The Consultant Team will leverage an internal tool which will enable weights used for each variable to be customized based on City priorities and contextual needs. This tool will also consider an additional national or state-wide tool, such as the Census (ACS), HUD Location Affordability Index, or state or federal grant relevant datasets. This analysis will map areas of high need; the results will be summarized in a brief memo. A half-hour meeting to discuss with City staff is assumed. Task 3.6 Engagement Summary The Consultant Team will summarize findings from events and the survey into a brief memorandum to inform project outcomes.. Task 3 Deliverables • Draft and final survey and interactive map • Draft and Final Engagement Plan • Draft and Final a flyer, social media graphic, • Engagement Plan Development Meeting (agenda, facilitation, notes) • Event plans and staff time to support (or equivalent effort): o Phase 1:  3 pop-up events (1 consultant staff, 3 hours each)  1 open house (2 consultant staff, 2 hours each) • 3-4 Workshop Boards • One equity analysis map • Up to 3 page memorandum, summarizing the equity analysis • Draft and final engagement summary for phase 1 and phase 2. Assumptions: • One consolidated round of edits per batch of deliverables. • Alta is creating copy, materials, assisting with staffing. City staff are the managing promotion, sending out information, hosting the website etc. • City will provide branding guidelines for visual identity for the materials. • Key materials will be in Spanish. • City is responsible for all printing costs and refreshments for meetings 2.7.a Packet Pg. 229 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) Task 4: Policies, Strategy, and Project Selections From the subset of high risk/high-collision corridors, the Consultant, in conjunction with City staff, will identify up to ten priority project locations consisting of hot spots, sub-corridors, or small zones. Task 4.1 Identify Draft Priority Project Locations The Consultant will identify priority project locations, shaped by the High Injury Network (developed in Task 2.1), risk factor analysis (developed in Task 2.3), equity analysis (developed in Task 3.5) and stakeholder and community engagement (collected in Task 3). The Consultant will also check the list of locations against projects that are currently planned or funded through local, regional, and WSDOT priorities. Developing these recommended strategies and projects will require a prioritization methodology to make it clear which should be pursued first. To this end, the team will develop scoring criteria in close collaboration with the stakeholder group and City staff. The Consultant will finalize the criteria after one (1) hour long collaborative meeting with City staff. Task 4.2 Identify Countermeasures to Address Prioritized Locations and Final Project Selection The Consultant Team will reference emerging best practices as well as established guidance such as FHWA Proven Safety Countermeasures and National Highway Traffic Safety Administration (NHTSA) Countermeasures That Work to pursue recommendations that have documented track records in improving safety outcomes. The Consultant Team will recommend pairing proven strategies with projects where appropriate, such as including targeted enforcement and education with a roadway redesign project. The project list will include the following elements: • Short, medium, and long-term recommendations to provide projects and strategies that can be implemented at different times and yield benefits at each stage. For example, quick build projects may be identified that could be implemented first for short term safety improvements. • Describe scoring criteria used for rating projects suitable for implementation so that project priorities are transparent and maximize safety and comfort improvements. • Include solutions regarding policy development and engineering standards to support safety systemwide. Task 4.3 Implementation Strategies & Tracking The Consultant will develop a list of prioritized projects, programs, and policies based on the opportunities identified through the safety analyses as well as feedback from City staff, stakeholders, and community. This effort will establish a framework of action items that helps the City to move toward and ultimately achieve its Safety goals. The Consultant shall develop an implementation strategy that categorizes all identified projects and programs into prioritized tiers. The tiers will organize the proposed implementation activities by priority 2.7.a Packet Pg. 230 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) and identify quick-build (immediate), near-term (2 to 5 years), mid-term (6 to 10 years), and long-term (10+ years) actions to advance those priorities towards implementation. Near-term actions are likely to include actions such as policy and development code changes, educational and outreach efforts, and low- cost quick build engineering strategies. Mid and long-term strategies are likely to include more comprehensive infrastructure changes, including corridor improvements. The implementation strategy shall reflect: • Prioritized projects and potential challenges or planning needs to support implementation • Funding strategies for project delivery and potential funding sources for projects • Opportunities to leverage other investments to accelerate safety investments (e.g., redevelopment, Sound Transit/WSDOT projects, etc.) • Critical considerations to maintain the improvements • Key partners with whom implementation may need to be coordinated The implementation strategy may be developed concurrently to prepare other report materials. Task 4.4 Policy and Progress Changes Based on the project, program, and policy review, specific programs and strategies, such as context appropriate speed limits, safe routes to school programs, enforcement, emergency vehicle preemption, emergency response times, and others will be developed in consultation with the Task Force and Edmonds staff. For each program and strategy, the following will be provided: a description of the program and/or strategy, specific actions that will be taken, strategy/program goals and performance indicators. Task 4 Deliverables • List of top Priority Projects, revised based on one round of consolidated comments • Graphical/map depiction of the preliminary Priority Projects with PowerPoint slide deck describing their characteristics and relative prioritization, revised based on one round of consolidated comments • Excel spreadsheet matrix pairing priority projects with potential countermeasures, revised based on one round of consolidated comments • Implementation strategies and performance measures and goals based on priority projects 2.7.a Packet Pg. 231 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) Task 5: Annual Traffic Report Replacement Task 5.1 Annual Traffic Report Replacement The Consultant will work with the City to develop a process and timeline to document and track crashes in Edmonds. The Consultant will utilize the Data Dashboard developed in Task 2.4 and the results of Task 4 to inform the analysis process within the Annual Traffic Report Replacement. The Consultant will ensure that the defined process is repeatable and consistent, providing a reliable framework for future updates. The Consultant will provide comprehensive training and documentation on these tools and updating data categorization. Task 5 Deliverables • One (1) training meeting for dashboard • Memorandum documenting methodology Task 6: Report Documentation The CSAP document is where all the previously completed efforts come together to document projects and strategies with measurable benefits for safety. The Consultant Team will deliver a high-quality CSAP that is effective and implementable to meet the City’s objectives. Task 6.1 Comprehensive Safety Action Plan Development The Consultant Team will prepare a Draft CSAP that incorporates the work completed during Tasks 1 through 4. The Draft Plan will present existing safety conditions, collision patterns, priority project locations, a prioritized list of projects, community engagement feedback, implementation strategies, and policies and plans. The Consultant Team will meet with City staff to review staff feedback on the Draft CSAP. The Consultant Team will provide the draft plan in advance of the meeting. The Consultant Team will incorporate feedback received from City staff into a final CSAP. City staff will take the lead on plan adoption. The Consultant will receive one round of consolidated comments from the City encompassing applicable feedback from City staff and other stakeholders invited to review the Draft CSAP at the City’s discretion. After resolving comments from the City, we will reformat the Draft and associated project graphics into a visually appealing and public facing executive summary document using InDesign. If needed, a response to comments will be provided to document how each comment was ultimately addressed or incorporated. The Final CSAP report will include maps and graphics to complement the report narrative and make it accessible to non-technical readers. Task 6 Deliverables • Administrative Draft CSAP document for City review 2.7.a Packet Pg. 232 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) • Draft CSAP Executive Summary InDesign document for City review • Draft CSAP document for City review • Final Executive Summary document • Final CSAP document 2.7.a Packet Pg. 233 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) Draft Fee Proposal for Edmonds CSAP 28-Apr-25 Fehr & Peers (Prime)Alta Planning (Sub) Project Manager Whitaker Principal- in-Charge Breiland Planner Weisman Graphics Engineer Project Coordinator Labor Hours Direct Labor Costs Labor Overhead Fee Direct Costs Subtotal Alta Project Manager Bianca Popescu Associate Planner Katie Selin Principal Planner Derek Abe Data Analyst Dunn Civil Analytics Lead Wasserman Associate Engineer Ward Graphic Design Web Development Johnson Engagement Planner Chiffelle Planner Luu Project Engineer Liliquist Project Accountant Labor Hours Alta Subtotal Total Hours Total Costs Direct Rates + OH $185 $148 $230 $119 $204 $155 $107 $110 $172 $132 $155 $135 Fixed Fee 23%$43 $34 $53 $27 $47 $36 $25 $25 $40 $30 $36 $31 Tasks $57.69 $108.17 $42.31 $52.40 $44.71 $35.58 181.39%23%2025 Hourly Rate $228 $182 $283 $211 $250 $191 $191 $166 $146 $135 $162 $131 Task 1 - Project Management, Leadership and Goal Setting, and Planning Structure Task 1.1 Project Kick Off Meeting 4 2 2 1 9 $567.30 $1,029.03 $130.48 $120.00 $1,846.80 2 2 4 $819.12 13 $2,665.92 Task 1.2 Project Mangement and Coordination 36 16 36 11 99 $5,722.10 $10,379.32 $1,316.08 $1,220.00 $18,637.50 10 6 6 70 92 $14,261.32 191 $32,898.82 Task 1.3 Leadership and Goal Setting 16 4 6 3 29 $1,716.32 $3,113.23 $394.75 $370.00 $5,594.31 2 2 $455.74 31 $6,050.05 Task 1.4 Assessment of Policies, Plans, and Guidelines 16 2 24 5 47 $2,332.72 $4,231.32 $536.53 $500.00 $7,600.57 2 2 $455.74 49 $8,056.31 Task 1.5 Task Force Development 48 6 48 16 15 133 $6,821.12 $12,372.83 $1,568.86 $1,450.00 $22,212.81 5 10 4 12 31 $5,709.09 164 $27,921.90Task 2 - Safety Data Analysis Task 2.1 Existing Conditions Analysis 16 2 48 16 10 92 $4,364.46 $7,916.69 $1,003.83 $930.00 $14,214.98 2 4 6 $1,301.58 98 $15,516.56 Task 2.2 Identification of Common Risk Factors 8 2 36 6 52 $2,414.50 $4,379.66 $555.34 $510.00 $7,859.50 2 4 6 $1,301.58 58 $9,161.08 Task 2.3 Analyze Road Network for Common Risk Factors 6 2 4 4 2 18 $1,012.48 $1,836.54 $232.87 $220.00 $3,301.89 8 1 24 4 37 $8,182.56 55 $11,484.45 Task 2.4 Data Dashboard 8 2 36 8 7 61 $2,869.28 $5,204.59 $659.93 $610.00 $9,343.80 2 4 6 $1,301.58 67 $10,645.38Task 3: Engagement, Collaboration, and Equity Considerations Task 3.1 Project Website, Survey, and Interactive Map 3 1 1 5 $316.82 $574.68 $72.87 $70.00 $1,034.37 2 10 8 40 21 81 $13,269.47 86 $14,303.84 Task 3.2 Community Engagement Plan 4 2 1 7 $482.68 $875.53 $111.02 $100.00 $1,569.23 4 8 2 8 22 $4,011.64 29 $5,580.87 Task 3.3 Community Engagement Materials 2 2 1 5 $367.30 $666.25 $84.48 $80.00 $1,198.02 2 8 20 12 42 $8,347.38 47 $9,545.40 Task 3.4 Community Engagement Activities 4 2 1 7 $482.68 $875.53 $111.02 $100.00 $1,569.23 17 10 18 20 65 $12,049.61 72 $13,618.84 Task 3.5 Equity Impact Assessment 2 2 1 5 $367.30 $666.25 $84.48 $80.00 $1,198.02 4 1 8 2 22 37 $6,359.30 42 $7,557.32 Task 3.6 Engagement Summary 4 2 16 3 25 $1,392.24 $2,525.38 $320.22 $300.00 $4,537.84 2 6 8 10 10 36 $5,685.44 61 $10,223.28Task 4: Policies, Strategy, and Project Selections Task 4.1 Identify Draft Priority Project Locations 4 2 2 2 1 11 $656.72 $1,191.22 $151.05 $140.00 $2,138.99 8 4 2 16 30 $5,122.94 41 $7,261.93 Task 4.2 Identify Countermeasures to Address Prioritized Locations and Final Project Selection 4 2 8 2 16 $875.94 $1,588.87 $201.47 $190.00 $2,856.27 8 8 40 2 45 103 $18,582.76 119 $21,439.03 Task 4.3 Implementation Strategies and Tracking 8 4 4 2 18 $1,134.60 $2,058.05 $260.96 $240.00 $3,693.61 8 4 2 24 38 $6,084.74 56 $9,778.35 Task 4.4 Policy and Progress Changes 16 4 36 8 8 72 $3,582.72 $6,498.70 $824.03 $760.00 $11,665.44 4 4 $911.48 76 $12,576.92Task 5: Annual Traffic Report Replacement Task 5.1 Annual Traffic Report Replacement 16 2 36 8 8 70 $3,366.38 $6,106.28 $774.27 $720.00 $10,966.92 0 $0.00 70 $10,966.92Task 6: Report Documentation Task 6.1 Comprehensive Safety Action Plan Development 37 13 56 48 6 20 180 $9,405.16 $17,060.02 $2,163.19 $2,000.00 $30,628.37 8 4 0 12 $2,549.72 192 $33,178.09 Total for all Tasks 262 76 374 124 16 109 961 $50,250.82 $91,149.96 $11,557.69 $10,710.00 $163,668.47 102 68 14 48 6 8 86 48 36 125 45 70 656 $116,762.79 1,617 $280,431.26 Management Reserve (5%) $ 9,500.00 Total for all Tasks Plus 5% Management Reserve $289,931.26 Notes: Actual billing rate at the time of service may vary depending on the final staffing plan at the time the project starts; the overall fee will not be exceeded. Mileage is billed at the IRS rate plus 10% handling fee All other direct and subconsultant expenses are billed with 10% handling fee Other direct costs such as computer, communications, and reproduction charges are billed as a percentage of labor Rates and staff are subject to change at any time, without notice, and within the total budget shown 1 2.7.a Packet Pg. 234 At t a c h m e n t : A t t a c h m e n t 1 - s c o p e a n d f e e ( P r e s e n t a t i o n o f t h e S c o p e o f W o r k f o r t h e S a f e t y A c t i o n P l a n ) City Council Agenda Item Meeting Date: 05/6/2025 2024 Transportation Impact Fee Annual Report Staff Lead: Rob English Department: Engineering Preparer: Emiko Rodarte Background/History N/A Staff Recommendation Forward item to Received for Filing on the May 13, 2025 City Council meeting agenda. Narrative In 2004, the City authorized the collection of Transportation Impact Fees to help pay for transportation projects that are needed to serve new growth and development. Pursuant to Section 3.36.080(C) of the Edmonds City Code (ECC), Attachment 1 is an accounting of the Transportation Impact Fee Fund for 2024. The City collected a total of $351,605 in transportation impact fees during 2024. These revenues combined with the earned interest of $221,471 and the 2024 beginning fund balance of $2,621,663 resulted in a total available funding of $3,152,364. On the expense side and in accordance with section 3.36.100 of the ECC, the transportation impact fee fund paid $21,282.36 for the annual debt service to the Public Works Trust Fund (PWTF) for the 220th Street SW Improvements Project and $7,603.71 for the local match on the 76th Ave/220th St. Intersection Improvement Project and $13,489.20 for the Highway 99 - Stage 4 Project. Attachments: Attachment 1 - Report Attachment 2 - Presentation 2.8 Packet Pg. 235 2024 Transportation Impact Fee Receipts and Funds Transfer Transportation Impact Fee Fund Account Number: 112.502.345.86.000.00 2024 Owner/Applicant Site Address Fund Name Transaction Reference Amount Transferred Cumulative Total Beginning Balance $2,621,663.08 01/02/2024 BLD2023-0612 R33676 Jensen SFR SFR w/ ADU ADU addition to existing garage X $4,092.36 424 Daley St.$2,625,755.44 01/16/2024 BLD2022-1176 R34048 Chung vacant SFR X $6,249.14 727 Bell St.$2,632,004.58 03/22/2024 BLD2022-0923 R35807 BK Investment Group LLC none live/work 3 live/work units containing 1 townhouse and 500 sq. ft. general office in each X $35,082.42 614 5th Ave. S, Building A $2,667,087.00 03/22/2024 BLD2022-1104 R35807 BK Investment Group LLC none live/work 1 townhouse and 600 sq. ft. X $12,783.14 614 5th Ave. S, B101 general office $2,679,870.14 03/22/2024 BLD2022-1103 R35807 BK Investment Group LLC none live/work 1 townhouse and 600 sq. ft. X $12,783.14 614 5th Ave. S, B102 general office $2,692,653.28 03/22/2024 BLD2022-1102 R35807 BK Investment Group LLC none live/work 1 townhouse and 600 sq. ft. X $12,783.14 614 5th Ave. S, B103 general office $2,705,436.42 04/29/2024 BLD2022-0381 R36698 Select Homes Inc. vacant SFR X $6,249.14 919 Cedar St.$2,711,685.56 05/21/2024 BLD2022-1035 R37300 Landsverk Quality Homes Inc. vacant SFR X $6,249.14 19128 94th Ave. W $2,717,934.70 06/05/2024 BLD2023-1530 R37579 Landsverk Quality Homes Inc. vacant SFR X $6,249.14 8823 194th St. SW $2,724,183.84 06/11/2024 BLD2023-1286 R37739 Landsverk Quality Homes Inc. vacant SFR X $6,249.14 19124 94th Ave. W $2,730,432.98 06/12/2024 BLD2023-1484 R37759 Landsverk Quality Homes Inc. vacant SFR X $6,249.14 8811 194th St. SW $2,736,682.12 06/17/2024 GJ 240113 -$21,282.36 $2,715,399.76 06/26/2024 BLD2023-0640 R38136 Koh vacant SFR X $6,249.14 15604 75th Pl. W $2,721,648.90 06/26/2024 BLD2023-0287 R38124 Landsverk Quality Homes Inc. vacant SFR X $6,249.14 19126 94th Ave. W $2,727,898.04 07/05/2024 BLD2024-0134 R38333 Select Homes Inc. vacant SFR X $6,249.14 10429 240th Pl. SW $2,734,147.18 07/19/2024 BLD2023-1599 R38691 Spence vacant SFR X $6,249.14 17606 72nd Ave. W $2,740,396.32 RECEIPTS TRANSFERS Date Permit Number Receipt Number Previous ITE Land Use New ITE Land Use Notes Fee Collected with Building Permit Fee Amount PWTF Annual Loan Payment 2.8.a Packet Pg. 236 At t a c h m e n t : A t t a c h m e n t 1 - R e p o r t ( 2 0 2 4 T r a n s p o r t a t i o n I m p a c t F e e A n n u a l R e p o r t ) 2024 Transportation Impact Fee Receipts and Funds Transfer Transportation Impact Fee Fund Account Number: 112.502.345.86.000.00 2024 Owner/Applicant Site Address Fund Name Transaction Reference Amount Transferred Cumulative Total RECEIPTS TRANSFERS Date Permit Number Receipt Number Previous ITE Land Use New ITE Land Use Notes Fee Collected with Building Permit Fee Amount 08/14/2024 BLD2024-0268 R39327 Henson SFR multi-family garage conversion to X $4,092.36 23620 79th Ave. W apartment $2,744,488.68 08/19/2024 BLD2023-1534 R39430 Landsverk Quality Homes Inc. vacant SFR X $6,249.14 18809 94th Ave. W $2,750,737.82 08/28/2024 BLD2024-1125 /BLD2022-0527 R39633 Westgate Station II vacant mixed-use 2,350 sq. ft. retail, 2,630 sq. ft. office, & 20 apartments X $127,245.90 9601 Edmonds Way $2,877,983.72 09/26/2024 BLD2022-1329 R40280 Bukowski (310 Daley Project) duplex townhome one townhouse unit X $2,477.41 306 Daley St., Lot A $2,880,461.13 09/26/2024 BLD2022-1326 R40280 Bukowski (310 Daley Project) none townhome one townhouse unit X $3,318.13 310 Daley St., Lot C $2,883,779.26 09/26/2024 BLD2022-1325 R40280 Bukowski (310 Daley Project) duplex townhome one townhouse unit X $2,477.41 308 Daley St., Lot B $2,886,256.67 09/26/2024 BLD2022-1327 R40280 Bukowski (310 Daley Project) none townhome one townhouse unit X $3,318.13 312 Daley St., Lot D $2,889,574.80 10/01/2024 BLD2023-1083 R40387 Hopper vacant SFR X $6,249.14 1005 Olympic Ave. $2,895,823.94 10/09/2024 BLD2024-0989 R40520 Mead SFR SFR w/ ADU Remodel to create ADU w/in existing SFR X $3,124.57 403 12th Pl. N $2,898,948.51 10/09/2024 BLD2022-1541 R40570 Glacier Environmental Services Inc. SFR office and storage 5,000 sq. ft. office and 3,200 sq. ft. storage warehouse X $43,400.96 7509 212th St. SW $2,942,349.47 10/31/2024 BLD2024-0064 R41079 Port of Edmonds boat dry storage office 311 sq. ft. mobile office building X $3,386.79 600 Admiral Way $2,945,736.26 12/03/2024 BLD2023-0799 R41670 Cochran vacant SFR X $6,249.14 8475 Frederick Pl.$2,951,985.40 12/31/2024 GJ 240285 -$21,092.91 $2,930,892.49 $351,604.68 $221,471.31 $3,152,363.80 to 76th/220th Intersection and Hwy 99 Stg 4 Total Transportation Impact Fess collected in 2024 = Interest Earned 2024 2024 YEAR-END BALANCE= 2.8.a Packet Pg. 237 At t a c h m e n t : A t t a c h m e n t 1 - R e p o r t ( 2 0 2 4 T r a n s p o r t a t i o n I m p a c t F e e A n n u a l R e p o r t ) 2024 Transportation Impact Fee Report May 6, 2025 2.8.b Packet Pg. 238 At t a c h m e n t : A t t a c h m e n t 2 - P r e s e n t a t i o n ( 2 0 2 4 T r a n s p o r t a t i o n I m p a c t F e e A n n u a l R e p o r t ) 2024 Fee Summary $2,621,663Beginning Balance $351,605Impact Fees Expenditures ($21,282)220th St. Loan Payment ($ 7,604)76th/220th Intersection Improvements ($13,489)Highway 99 Revitalization – Stage 4 $221,4712024Interest $3,152,364Ending Balance 2.8.b Packet Pg. 239 At t a c h m e n t : A t t a c h m e n t 2 - P r e s e n t a t i o n ( 2 0 2 4 T r a n s p o r t a t i o n I m p a c t F e e A n n u a l R e p o r t ) Transportation Impact Fee History $- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 10-Year History Impact Fees IMPACTFEESYEAR $1,286,2362004-14 $66,3342015 $139,0312016 $372,4812017 $201,3482018 $442,2452019 $805,6482020 $292,7302021 $323,8882022 $323,5732023 $351,6052024 $4,605,119TOTAL 2.8.b Packet Pg. 240 At t a c h m e n t : A t t a c h m e n t 2 - P r e s e n t a t i o n ( 2 0 2 4 T r a n s p o r t a t i o n I m p a c t F e e A n n u a l R e p o r t ) City Council Agenda Item Meeting Date: 05/6/2025 An ordinance of the City of Edmonds granting to MCImetro Access Transmission Services, LLC, DBA Verizon Access Tranmission Services, a Delaware limited liability company, (MCI) its successors and assigns, an extension and continuation of its nonexclusive franchise to install, operate, and maintain a telecommunications system in the right-of-way, establishing an effective date. Staff Lead: Rob English/Jeanie McConnell Department: Engineering Preparer: Emiko Rodarte Background/History none Staff Recommendation Forward item to the consent agenda for approval. Narrative The proposed franchise ordinance would amend and extend an existing franchise held by MCI. Existing ordinance 4093 granted to MCI a five year franchise to place facilities in the right-of-way. The proposed amendment and extension is for a term through March 31, 2030. The proposed ordinance contains updates including the definition of communication service and right- of-way, relocation, recovery of costs, insurance, and notice addresses. MCI will reimburse the city for its costs incurred in negotiating and processing this franchise after receipt of an itemized bill. Alternative Continue to engage in franchise negotiations. Attachments: Attachment 1 - Ordinance 2.9 Packet Pg. 241 City of Edmonds Ordinance No. ______ 1 ORDINANCE NO. ________ AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, GRANTING TO MCIMETRO ACCESS TRANSMISSION SERVICES LLC, D/B/A VERIZON ACCESS TRANSMISSION SERVICES, A DELAWARE LIMITED LIABILITY COMPANY, AN EXTENSION AND CONTINUATION OF ITS NON-EXCLUSIVE FRANCHISE TO INSTALL, OPERATE, AND MAINTAIN A TELECOMMUNICATIONS SYSTEM IN, ON, OVER, UPON, ALONG AND ACROSS THE PUBLIC RIGHTS-OF-WAY OF THE CITY OF EDMONDS, WASHINGTON, PRESCRIBING CERTAIN RIGHTS, DUTIES, TERMS AND CONDITIONS WITH RESPECT THERETO AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City of Edmonds, Washington (the “City”) granted MCImetro Access Transmission Services Corp., d/b/a Verizon Access Transmission Services (the “Franchisee”) a non-exclusive franchise (the “Franchise”) to install, operate and maintain a telecommunications system within the City’s public rights-of-way under City Ordinance Number 4093, effective December 15, 2017; WHEREAS, Franchisee has requested that the Franchise be extended; WHEREAS, since receiving the Franchise, Franchisee has substantially complied with all terms of the Franchise and ordinances of the City; WHEREAS, MCImetro Access Transmission Services Corp. d/b/a Verizon Access Transmission Services (“MCImetro Corp.”) changed its name to MCImetro Access Transmission Services LLC d/b/a Verizon Access Transmission Services as the result of its conversion from a corporation to a limited liability company on July 31, 2021; WHEREAS, the City Council finds it desirable for the welfare of the City and its residents that the Franchise be continued and extended from the expiration date under ordinance 4093 and through the term granted under the terms of this Ordinance; WHEREAS, the City Council has the authority under state law to grant franchises for the use of city rights-of-way; and WHEREAS, the City is willing to grant a continuation and extension of the Franchise under certain terms and conditions as contained herein. 2.9.a Packet Pg. 242 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON DO ORDAIN AS FOLLOWS: Section 1. Subsection 1(c) of the Franchise is amended as follows: (c) "Communication Service" shall mean any telecommunications services, telecommunications capacity, or dark fiber, provided by the Franchisee using its Facilities, either directly or as a carrier for its subsidiaries, Affiliates, or any other person engaged in Communication Services, including, but not limited to, the transmission of voice, data or other electronic information, facsimile reproduction, burglar alarm monitoring, meter reading and home shopping, or other subsequently developed technology that carries an electronic signal over fiber optic cable. Communication Service shall also include: (i) non- switched, dedicated and private line, high capacity transmission services to firms, businesses and institutions within the City; and (ii) internet access services to residents, firms, businesses and institutions within the City. However, Communications Services shall not include the provision of cable television, open video, or similar services, as defined in the Communications Act of 1934, as amended, for which a separate franchise would be required. “Communication Service” or "Telecommunications service" means the transmission of information by wire, radio, optical cable, electromagnetic, or other similar means for hire, sale, or resale to the general public. For the purpose of this subsection, "information" means knowledge or intelligence represented by any form of writing, signs, signals, pictures, sounds, or any other symbols. For the purpose of this chapter, telecommunications service excludes the over-the-air transmission of broadcast television or broadcast radio signals. It also excludes "Personal wireless services" as defined in RCW 35.99.010. Section 2. Subsection 1(i) of the Franchise is amended as follows: (i) "Public Way" shall mean the surface of, and any space above or below, any public street, highway, freeway, bridge, path, alley, court, boulevard, sidewalk, parkway, lane, drive, circle, or other public right-of-way, including, but not limited to, public utility easements, utility strips, or rights-of-way dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the City in the Service Area, which shall entitle the City and the Franchisee the use thereof for the purpose of installing, operating, repairing, and maintaining the Facilities. Public Way shall also mean any easement now or hereafter held by the City within the Service Area for the purpose of public travel, or for utility or public service use dedicated for compatible uses, and shall include other easements or rights-of-way, which within their proper use and meaning entitle the City and the Franchisee to the use the Service over the Facilities. 2.9.a Packet Pg. 243 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 3 i. “Public Way” or “Right-of-way” shall mean land acquired or dedicated for public roads and streets in the City, but does not include: (a) Land dedicated for roads, streets, and highways not opened and not improved for motor vehicle use by the public, except to the extent such land is already accommodating similar Facilities; (b) Structures, including poles and conduits, located within the right-of-way; (c) Federally granted trust lands or forest board trust lands; (d) Lands owned or managed by the state parks and recreation commission; or (e) Federally granted railroad rights-of-way acquired under 43 U.S.C. Sec. 912 and related provisions of federal law that are not open for motor vehicle use. Section 3. Section 5 of the Franchise is amended as follows: Section 5. Term of Franchise. The term of this Franchise shall be for a period of five (5) years from the date of acceptance as set forth in Section 31 (Acceptance) through March 31, 2030, unless sooner terminated. This Franchise shall not renew unless and until the City and Franchisee reach agreement on a renewal and said agreement is approved by ordinance of the City Council. In the event that agreement cannot be reached, this Franchise shall terminate at the end of the then current term. Nothing in this Section prevents the parties from reaching agreement on renewal earlier than the time periods indicated. If Franchisee requests renewal of this Franchise, then during the period that the parties are conducting good faith discussions concerning renewal, this Franchise shall not terminate in the event the term of this Franchise as set forth in this Section 5 expires, PROVIDED THAT the request for renewal must occur prior to the expiration date to take advantage of this continuation provision. Section 4. Section 7 of the Franchise is amended as follows: Section 7. Relocation of Facilities. A. The Franchisee agrees and covenants, to protect, support, temporarily disconnect, relocate, or remove from any Public Way any portion of its Facilities when so required by the City Engineer by reason of traffic conditions, public safety, dedications of new Public Ways and the establishment and improvement thereof, widening and improvement of existing Public Ways, street vacations, freeway construction, change or establishment of street grade, or the construction of any public improvement or structure by any governmental agency acting in a governmental capacity; provided that the Franchisee shall in all cases have the privilege to 2.9.a Packet Pg. 244 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 4 temporarily bypass, in the authorized portion of the same public way upon approval by the City Engineer, any section of cable or any other facility required to be temporarily disconnected or removed. B. Upon the reasonable request of the City Engineer and in order to facilitate the design of City street and right-of-way improvements, the Franchisee agrees to, at its sole cost and expense, locate, and if reasonably determined necessary by the City, to excavate and expose portions of its Facilities for inspection so that the location of same may be taken into account in the improvement design, PROVIDED that, Franchisee shall not be required to excavate and expose its Facilities unless the Franchisee's as-built plans and maps of its Facilities submitted pursuant to Section 9 (Maps and Records) of this Franchise are reasonably determined by the City Engineer to be inadequate for purposes of this paragraph. The decision to relocate said Facilities in order to accommodate the City's improvements shall be made by the City Engineer upon review of the location and construction of the Franchisee's Facilities. C. If the City Engineer determines that the project necessitates the relocation of the Franchisee's then existing Facilities, the City shall: l. Within a reasonable time, which shall be no less than 30 days, prior to the commencement of such improvement project, provide the Franchisee with written notice requiring such relocation. Provided, however, that in the event an emergency posing a threat to public safety, health or welfare, or in the event of an emergency beyond the control of the City and which will result in severe financial consequences to the City, the City shall give the Franchisee written notice as soon as practicable; and 2. Provide the Franchisee with copies of information for such improvement project and a proposed location for the Franchisee's Facilities so that the Franchisee may relocate its Facilities in other Public Ways in order to accommodate such improvement project. 3. The Franchisee shall complete relocation of its Facilities at no charge or expense to the City so as to accommodate the improvement project at least 10 days prior to commencement of the project. In the event of an emergency as described herein, the Franchisee shall relocate its Facilities within the time period specified by the City Engineer. D. The Franchisee may, after receipt of written notice requesting a relocation of its Facilities, submit to the City written alternatives to such relocation. The City shall evaluate such alternatives and advise the Franchisee in writing if one or more of the alternatives are suitable to accommodate the work, which would otherwise necessitate relocation of the Facilities. If so requested by the City, the Franchisee shall submit additional information to assist the City in making such evaluation. The City shall give each alternative proposed by the Franchisee full and fair consideration, within a reasonable time, so as to allow for the relocation work to be performed in a timely manner. In the event the City ultimately determines that there is no other reasonable alternative, the Franchisee shall relocate its Facilities as otherwise provided in this Section. 2.9.a Packet Pg. 245 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 5 E. The provisions of this Section shall in no manner preclude or restrict the Franchisee from making any arrangements it may deem appropriate when responding to a request for relocation of its Facilities by any person or entity other than the City, where the Facilities to be constructed by said person or entity are not or will not become City-owned, operated or maintained Facilities; provided, that such arrangements do not unduly delay a City construction project. F. The Franchisee will indemnify, hold harmless, and pay the costs of defending the City against any and all claims, suits, actions, damages, or liabilities for delays on City construction projects caused by or arising out of the failure of the Franchisee to relocate its Facilities in a timely manner; provided, that the Franchisee shall not be responsible for damages due to delays caused by the City or circumstances beyond the reasonable control of the Franchisee. G. The cost and expenses associated with relocation of the Franchisee's Facilities shall be the responsibility of the Franchisee unless the Franchisee had paid for the installation or relocation cost of the same Facilities at the request of the City within the past five years. Notwithstanding any other provision of this Ordinance, in the event of a conflict between this Ordinance and the provisions of applicable state law, the provisions of the applicable state law shall control. H. ln the event that the City orders the Franchisee to relocate its Facilities for a project which is primarily for private benefit, the private party or parties causing the need for such project shall reimburse the Franchisee for the cost of relocation in the same proportion as their contribution to the cost of the project. In the event of an unforeseen emergency that creates a threat to the public safety, health, or welfare, the City may require the Franchisee to relocate its Facilities at its own expense, any other portion of this Section notwithstanding. I. Where relocation of Facilities is required by the City, City and Franchisee shall comply with RCW § 35.99.060(2). If RCW 35.99.060(2) is amended after the date of this Franchise, then the parties’ obligations are likewise amended. J. Permittee acknowledges and agrees that the placement of its Facilities on third party-owned poles does not convey an ownership interest in such poles. Permittee acknowledges and agrees that to the extent Permittee’s Facilities are on poles owned by third parties, the City shall not be responsible for any costs associated with requests arising out of a relocation. A relocation includes movement of Facilities arising out of pole removal, replacement, or upgrade. Permittee is not permitted to purchase any utility owned pole in order to avoid relocation or costs associated with relocation unless specifically authorized by the City. K. Franchisee shall be responsible for its costs and expenses for any relocation consistent with ECDC Section 18.05.060. Section 5. Section 14 of the Franchise is amended as follows: 2.9.a Packet Pg. 246 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 6 The Franchisee shall be subject to all permit fees associated with activities undertaken through the authority granted in this Franchise or under the laws of the City. Where the City incurs costs and expenses for review, inspection, or supervision of activities undertaken through the authority granted in this Franchise or any ordinances relating to the subject for which a permit fee is not established, the Franchisee shall reimburse the City directly for any and all reasonable costs, after receipt of an itemized bill. In addition to the above, the Franchisee shall promptly reimburse the City for any and all reasonable costs the City incurs in response to any emergency involving the Franchisee's Facilities, after receipt of an itemized bill. The time of City employees shall be charged at their respective rate of salary, including overtime if applicable, plus benefits and a reasonable overhead. All billings will be itemized as to specifically identify the costs and expenses for each project for which the City claims reimbursement. The billing may be on an annual basis, but the City shall provide the Franchisee with the City's itemization of costs at the conclusion of each project for information purposes. Provided, however, that this Section shall not be construed to allow the City to invoice Franchisee for costs incurred during the processing of Franchisee's initial franchise application to the extent that such costs were covered by application fees paid to the City pursuant to a fee schedule duly established by the City. Section 14. Recovery of Costs. The City intends to recover its costs to the fullest extent permitted by law. Franchisee shall be subject to all permit fees associated with activities undertaken through the authority granted in this Franchise or under the laws of the City. Where the City incurs costs and expenses that are in excess of or otherwise not covered by a published fee, Franchisee shall reimburse the City the actual administrative expenses incurred by the City that are directly related to receiving and approving a permit, license, and this Franchise, to inspecting plans and construction, to supervision of activities undertaken through the authority granted in this Franchise or any ordinances relating to the subject for which a permit fee is not established, or to the preparation of a detailed statement pursuant to chapter 43.21C RCW. Franchisee shall further reimburse the City for Franchisee’s proportionate share of all, actual, identified expenses incurred by the City in planning, constructing, installing, repairing or altering any City facility as a result of the construction or the presence in the Right-of-Way of the Franchisee’s Facilities. Fees for which Franchisee is responsible under this Section may include reimbursement for time associated with attorneys, consultants, City Staff, and City Attorney’s Office review. In addition to the above, the Franchisee shall promptly reimburse the City for any and all reasonable costs the City incurs in response to any emergency involving the Franchisee’s Facilities. The time of City employees shall be charged at their respective rate of salary, including overtime if applicable plus benefits and reasonable overhead. Any other costs will be billed proportionately on an actual cost basis. All billings will be itemized as to specifically identify the costs and expenses for which the City claims reimbursement. A charge for the actual costs incurred 2.9.a Packet Pg. 247 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 7 in preparing the billing may also be included in said billing. Payment shall be made within thirty (30) calendar days of the date of receiving a bill. Section 6. Section 17 of the Franchise is amended as follows: The Franchisee shall procure and maintain insurance against claims for injuries to persons or damages to property which may arise from or in connection with the exercise of the rights, privileges and authority granted hereunder to the Franchisee, its agents, representatives or employees. The Franchisee shall provide to the City, for its inspection, an insurance certificate including the City as an additional insured as its respective interests may appear under this Agreement on the commercial general liability and commercial automobile liability prior to the commencement of any work or installation of any Facilities pursuant to this Franchise. Such insurance certificate shall evidence: A. Commercial general liability insurance, written on an occurrence basis, including contractual liability coverage, with limits of $5,000,000 per occurrence for bodily injury and property damage, B. Commercial Automobile liability covering all owned, non-owned and hired vehicles with a combined single limit of $3,000,000.00 each accident for bodily injury and property damage. C. Worker's compensation within statutory limits and employer's liability insurance with limits of $1,000,000.00 each accident/disease/policy limit. The liability insurance policies required by this Section shall be maintained by the Franchisee throughout the term of this Franchise, and such other period of time during which the Franchisee is operating without a Franchise hereunder, or is engaged in the removal of its Facilities. Payment of deductibles and self-insured retentions shall be the sole responsibility of the Franchisee. The commercial general liability insurance required by this Section shall contain a clause stating that the coverage shall apply separately to each insured against whom a claim is made or suit is brought. The Franchisee's insurance shall be primary insurance with respect to the City. Any insurance maintained by the City shall be in excess of the Franchisee's insurance and shall not contribute with it. Upon receipt of notice from its insurer(s) Franchisee shall provide the city with thirty (30) days prior written notice of cancellation. Franchisee shall obtain and furnish to the City replacement insurance certificate(s) meeting the requirements of this Section. Section 17. Insurance. For purposes of this Section, Grantee is Franchisee and Public Entity is City. A. Insurance Term 2.9.a Packet Pg. 248 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 8 The Grantee shall procure and maintain for the duration of the Franchise and as long as Grantee has Facilities in the rights-of-way, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Franchise and use of the rights-of-way. B. No Limitation The Grantee’s maintenance of insurance as required by the Franchise shall not be construed to limit the liability of the Grantee to the coverage provided by such insurance, or otherwise limit the Public Entity’s recourse to any remedy available at law or in equity. C. Minimum Scope of Insurance The Grantee shall obtain insurance of the types and coverage described below: 1. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 or equivalent and shall cover liability arising from premises-operations, stop gap liability, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The Public Entity shall be named as an additional insured under the Grantee’s Commercial General Liability insurance policy with respect this Franchise using ISO endorsement CG 20 12 05 09 or equivalent or substitute endorsement providing at least as broad coverage. 2. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01or equivalent. 3. Contractors Pollution Liability insurance shall be in effect throughout the entire Franchise covering losses caused by pollution conditions that arise from the operations of the Grantee. Contractors Pollution Liability shall cover bodily injury, property damage, cleanup costs and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims. 4. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. D. Amounts of Insurance The Grantee shall maintain the following insurance limits: 2.9.a Packet Pg. 249 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 9 1. Commercial General Liability insurance shall be written with limits of $10,000,000 each occurrence, $10,000,000 general aggregate. 2. Automobile Liability insurance with a combined single limit of $10,000,000 each accident for bodily injury and property damage. 3. Contractors Pollution Liability insurance shall be written in an amount of $2,000,000 per occurrence, with an annual aggregate of $2,000,000. E. Other Insurance Provisions Grantee’s Commercial General Liability, Automobile Liability and Contractors Pollution Liability insurance policy or policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect the Public Entity. Any insurance, self-insurance, or self-insured pool coverage maintained by the Public Entity shall be excess of the Grantee’s insurance and shall not contribute with it. F. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII G. Verification of Coverage The Grantee shall furnish the Public Entity with original certificates and a copy of the amendatory endorsements annually, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Franchise. Upon request by the Public Entity, the Grantee shall furnish certified copies of all endorsements required in this Franchise and evidence of all subcontractors’ coverage. H. Subcontractors The Grantee shall cause each and every Subcontractor to obtain and maintain insurance coverage that complies with all applicable requirements of the Grantee-provided insurance as set forth herein, except the Grantee shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Grantee shall ensure that the Public Entity is an additional insured on each and every Subcontractor’s Commercial General liability insurance policy using an endorsement as least as broad as ISO form CG 20 26 or equivalent. I. Notice of Cancellation 2.9.a Packet Pg. 250 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 10 Grantee shall provide the Public Entity with written notice of any policy cancellation within two business days of their receipt of such notice. J. Failure to Maintain Insurance Failure on the part of the Grantee to maintain the insurance as required shall constitute a material breach of Franchise, upon which the Public Entity may, after giving five business days notice to the Grantee to correct the breach, terminate the Franchise. 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 Public Entity on demand. K. Grantee – Self-Insurance If the Grantee is self-insured or becomes self-insured during the term of the Franchise , Grantee or its affiliated parent entity shall comply with the following: (i) provide the Public Entity, upon request, a copy of Grantee’s or its parent company’s most recent audited financial statements, if such financial statements are not otherwise publicly available; (ii) Grantee or its parent company is responsible for all payments within the self-insured retention; and (iii) Grantee assumes all defense and indemnity obligations as outlined in the indemnification section of this Franchise. Section 7. Section 21 of the Franchise is amended as follows: Section 21. Forfeiture and Revocation. A. This Franchise may be terminated for failure by Franchisee to comply with the material provisions hereof and other provisions of the Edmonds Municipal Code. In addition to termination, the City may impose lesser sanctions, including, but not limited to, monetary penalties liquidated damages as provided herein, for violation of this Franchise in accordance with the terms of the Franchise herein. The City may moreover pursue other rights or remedies as may be available to it herein, or in law or in equity. B. If the City has reason to believe that Franchisee is in violation of this Franchise or other provisions of the Edmonds Municipal Code, the following procedures shall be followed by the City: 1. The City shall provide Franchisee with a detailed written notice, by certified mail, detailing the violation, the steps necessary to cure such violation, and a reasonable time period within which the violation must be cured. Within thirty days (30) thereafter, Franchisee shall respond demonstrating that no violation occurred, that any problem has been corrected, or with a proposal to correct the problem within a specified period of time. 2.9.a Packet Pg. 251 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 11 2. Franchisee may request an extension of time to cure an alleged violation if construction is suspended or delayed by the City, or where unusual weather, natural consequences (e.g., earthquakes, floods, etc.), extraordinary acts of third parties, or other circumstances which are reasonably beyond the control of Franchisee delay progress, provided that Franchisee has not, through its own actions or inactions, contributed to the delay. The amount of additional time allowed will be determined by the City. The extension of time in any case shall not be greater than the extent of the actual non-contributory delay experienced by Franchisee. 3. If said response is not satisfactory to City, the City may declare Franchisee to be in default, with written notice, by certified mail, to Franchisee in accordance with the Notice requirements of this Franchise. Within ten business days after notice to Franchisee, Franchisee may deliver to the City a request for a hearing before the City Council. If no such request is received, the City may declare the Franchise terminated for cause or impose lesser sanctions. and/or pursue other rights or remedies as may be available to it herein, or in law or in equity, including but not limited to obtaining a court order compelling specific performance and recovery of damages and costs incurred by the City, or in lieu of the foregoing monetary damages, collecting liquidated damages per paragraph C below. 4. If Franchisee files a timely written request for a hearing, such hearing shall be held within thirty (30) days after the City's receipt of the request therefor. Such hearing shall be open to the public and Franchisee and other interested parties may offer written and/or oral evidence explaining or mitigating such alleged non-compliance. Within ten days after the hearing, the City Council, on the basis of the record, will make the determination as to whether there is cause for termination, whether the Franchise will be terminated, or whether lesser sanctions should be imposed. and/or to pursue other rights or remedies. The City Council may in its sole discretion fix an additional time period to cure violations. If the deficiency has not been cured at the expiration of any additional time period or if the City Council does not grant any additional period, the City Council may by resolution declare the Franchise to be terminated and forfeited or impose lesser sanctions and/or pursue other rights or remedies. 5. If Franchisee appeals revocation and termination, such revocation may be held in abeyance pending judicial review by a court of competent jurisdiction, provided the Franchisee is otherwise in compliance with this Franchise. While revocation is held in abeyance, City may suspend the issuance of additional permits. In any such appeal, Franchisee shall be responsible for the costs of preparing and filing the City’s administrative record with the Court and such costs shall be paid prior to the City’s filing thereof. C. In the event that the City elects to impose monetary penalties upon the Franchisee for failure to comply with the material provisions of this Franchise, collect liquidated damages, said penaltiesdamages shall be assessed at five hundred dollars ($500.00) per day, per violation, for each day beyond thirty (30) days that Franchisee has been in violation. If liquidated damages are used, then those damages shall be the exclusive monetary remedy for the breach. D. Monetary penalties Liquidated damages may be assessed retroactive to the date that notification was provided to Franchisee in such cases where Franchisee has been non-responsive 2.9.a Packet Pg. 252 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 12 in correcting the violation or in the case of flagrant violations. If payment of any penalty liquidated damages is delinquent by three (3) months or more, the City may: (1) require partial or total forfeiture of any performance bond or other surety posted by Franchisee; (2) terminate this Franchise; and/or (3) commence a civil action in a court of competent jurisdiction to collect said penalty liquidated damages. E. Franchisee shall not be deemed to be in default, failure, violation, or non- compliance with any provision of this Franchise where performance was rendered impossible due to materially, substantially, and reasonably to an act of God, fire, flood, storm, or other element or casualty, theft, war, disaster, strike, lock-out, boycott, prevailing war or war preparation, or bona fide legal proceedings, beyond the control of Franchisee. Section 8. Section 22 of the Franchise is amended as follows: Section 22. City Ordinances and Regulations. Nothing herein shall be deemed to direct or restrict the City's ability to adopt and enforce all necessary and appropriate ordinances regulating the performance of the conditions of this Franchise, including any valid ordinance made in the exercise of its police powers in the interest of public safety and for the welfare of the public and Franchisee agrees to comply with all applicable law, ordinances, and regulations lawfully enacted pursuant to the police powers of the City, or hereafter enacted in accordance therewith. The City reserves its right to exercise its police powers, notwithstanding anything in this Franchise to the contrary. By way of example and not limitation, the City currently is reviewing its right-of-way code, Title 18 of the Edmonds Community and Development Code (ECDC). The terms, conditions, and provisions of Title 18 of the Edmonds Community and Development Code (ECDC), existing at the time of execution of this continuation and extension ordinance or as may thereafter be amended, are incorporated herein by reference. All rights granted hereunder are subject to the terms, conditions, and requirements of Title 18 ECDC. The City shall have the authority at all times to control by appropriate regulations the locations, elevation, manner or construction and maintenance of any Facilities by the Franchisee, and the Franchisee shall promptly conform with all such regulations, unless compliance would cause the Franchisee to violate other requirements of the law. Section 9. Section 26 of the Franchise is amended as follows: Section 26. Notice. Any notice or information required or permitted to be given to the parties under this Franchise may be sent to the following addresses unless otherwise specified: CITY: City of Edmonds City Engineer 121 5th Avenue North Edmonds, WA 98020 2.9.a Packet Pg. 253 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 13 Telephone: (425) 771-0220 FRANCHISEE: MCIMETRO ACCESS TRANSMISSION SERVICES CORP. D/B/A VERIZON ACCESS TRANSMISSION SERVICES Attn: Franchise Manager 600 Hidden Ridge Mailcode: HQE02G295 Irving, TX 75038NAME with a copy (except for invoices) to: Verizon Business Services 1320 N. Courthouse Road, Suite 900 Arlington, VA, USA 2220l Attn: Vice President and Deputy General Counsel, Network and Technology MCImetro Access Transmission Services LLC Attn: Franchise Manager 600 Hidden Ridge Irving, TX 75038 With copy of notice to: Verizon Legal Department Attn: Network Legal Team 1300 I Street, NW 5th Floor Washington, DC 20005 Notice shall be deemed given upon receipt in the case of personal delivery, three days after deposit in the United States Mail in the case of regular mail, or the next day in the case of overnight delivery. Section 10. Section 28 of the Franchise is amended as follows: Section 28. Attorney’s Fees. Except as otherwise provided in this Franchise, If if any suit or other action is instituted in connection with any controversy arising under this Franchise, the prevailing party each party shall be entitiled to recover all of its costs and expenses including such sum as the court may judge reasonable for attorney’s fees, including fees upon appeal of any judgment or ruling. responsible for its own attorneys’ fees and costs and expenses; This section shall have no effect on the indemnity and defense obligations of this Franchise. 2.9.a Packet Pg. 254 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 14 Section 11. Miscellaneous. (a)No Other Amendments. Except as expressly modified by this Ordinance, all terms, conditions and provisions of the Franchise shall continue in full force and effect as set forth therein. (c)Acceptance. Within 60 days after the passage and approval of this ordinance, the extended and amended Franchise shall be accepted by Franchisee by its filing with the City Clerk an unconditional written acceptance thereof. Failure of the Franchisee to so accept this extended and amended Franchise within said period of time shall be deemed a rejection thereof, and the rights and privileges herein granted shall, after the expiration of the 60 day period, absolutely cease and determine, unless the time period is extended by ordinance duly passed for that purpose. (d)Grant Fee. Permittee shall pay a Grant Fee which is a fee for the actual administrative expenses incurred by the City that are related to receiving and approving this Master Permit pursuant to RCW 35.21.860, including the costs associated with the City's legal costs incurred in drafting and processing this Master Permit. Permittee shall further pay the franchise application fee if not already paid. Permittee shall pay the reimbursements pursuant to this Section within thirty (30) days after receipt of an invoice from the City. No right of way construction permits shall be issued to Permittee until such time as the City has received payment of this Grant Fee. (e)Effective Date. This Ordinance being an exercise of a power specifically delegated to the City legislative body, is not subject to referendum and shall take effect and be in full force five (5) days after the passage and publication of an approved summary thereof consisting of the title. CITY OF EDMONDS Mayor Mike Rosen ATTEST/AUTHENTICATED: City Clerk 2.9.a Packet Pg. 255 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 15 APPROVED AS TO FORM OFFICE OF THE CITY ATTORNEY: By:________________________________ JEFF TARADAY FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: PUBLISHED: EFFECTIVE DATE: ORDINANCE NO.: 2.9.a Packet Pg. 256 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City of Edmonds Ordinance No. ______ 16 SUMMARY OF ORDINANCE NO. ___________ Of the City of Edmonds, Washington On the ____ day of ______________, 2025, the City Council of the City of Edmonds passed Ordinance No. ______. A summary of the content of said ordinance, consisting of the title, provides as follows: AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, GRANTING TO MCIMETRO ACCESS TRANSMISSION SERVICES LLC, D/B/A VERIZON ACCESS TRANSMISSION SERVICES, A DELAWARE LIMITED LIABILITY COMPANY, AN EXTENSION AND CONTINUATION OF ITS NON-EXCLUSIVE FRANCHISE TO INSTALL, OPERATE, AND MAINTAIN A TELECOMMUNICATIONS SYSTEM IN, ON, OVER, UPON, ALONG AND ACROSS THE PUBLIC RIGHTS-OF-WAY OF THE CITY OF EDMONDS, WASHINGTON, PRESCRIBING CERTAIN RIGHTS, DUTIES, TERMS AND CONDITIONS WITH RESPECT THERETO AND ESTABLISHING AN EFFECTIVE DATE. The full text of this Ordinance will be mailed upon request. DATED this ___ day of ______________, 2025. ____________________________________ City Clerk, Scott Passey 2.9.a Packet Pg. 257 At t a c h m e n t : A t t a c h m e n t 1 - O r d i n a n c e ( M C I M e t r o F r a n c h i s e R e n e w a l ) City Council Agenda Item Meeting Date: 05/6/2025 Seattle Fiber Partners agreement addendum 73 Staff Lead: Fiber agreement addendum 73 Department: Information Services Preparer: Brian Tuley Background/History In 2003 a group of organizations created the Fiber Partners Consortium to manage and service fiber optic cable that runs along 99. Over time, additional organizations have joined the consortium, which decreases maintenance costs to each member. Construction and accidents in the region necessitate ongoing maintenance and repair of fiber. The City of Seattle fiber network group performs the physical maintenance and repair of the fiber. Staff Recommendation Staff requests the addendum be added to the next council meeting on consent to approve mayoral signature. Narrative Addendum 73 to the fiber partners agreement adds one partner to the consortium and corrects the name listed of a previously approved partner. Attachments: Addendum 73_Adding_Local_connectiity Lab-corrections 2025_0314 2.10 Packet Pg. 258 2.10.a Packet Pg. 259 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 260 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) hankersu@kingcounty.gov Charles Beall Superintendent Robert Sears Charles_Beall@nps.gov 2.10.a Packet Pg. 261 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) agencyagreements@soundtransit.org Esther Jang Esther Jang eakinzel@seattleschools.org 2.10.a Packet Pg. 262 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) Í»¿¬¬´»Ú·¾»®Ñ²»Ð¿®¬²»®-¸·° ß¼¼»²¼«³éíóß¼¼·²¹ÔÑÝßÔ ÝÑÒÒÛÝÌ×Ê×ÌÇ ÔßÞ ¿-¿Ú·¾»®Ð¿®¬²»® Û¨¸·¾·¬ß ó Ù»²»®¿´Ì»®³-¿²¼Ý±²¼·¬·±²- 2.10.a Packet Pg. 263 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 264 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 265 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 266 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 267 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 268 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 269 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 270 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 271 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 272 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 273 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 274 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 275 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 276 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 277 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 278 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 279 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 280 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 281 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 282 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 283 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 284 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 285 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 286 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 287 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 288 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 289 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 290 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 291 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 292 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 293 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 294 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 295 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 296 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 297 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 298 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 299 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 300 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 301 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 302 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 303 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 304 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 305 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 306 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 307 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 308 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 309 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 310 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 311 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 312 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 ) 2.10.a Packet Pg. 313 At t a c h m e n t : A d d e n d u m 7 3 _ A d d i n g _ L o c a l _ c o n n e c t i i t y L a b - c o r r e c t i o n s 2 0 2 5 _ 0 3 1 4 [ R e v i s i o n 1 ] ( F i b e r a g r e e m e n t a d d e n d u m 7 3 )