RFQ 03-26-30046 POM Guest Docks Redesign.pdf

REQUEST FOR QUALIFICATIONS #03-26-30046

Consulting, Design, and Construction Observation Services For The Port Orchard Marina Guest Docks

QUALIFICATIONS DUE July 28, 2026, AT 2:00 PM

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INDEX

I. ADVERTISEMENT

II. REQUEST FOR QUALIFICATIONS

III. SELECTION PROCESS & SCORING

a. Supplemental Questionnaire

b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary

Exclusion

IV. APPENDIX

a. Professional Services Contract (“Pro Forma” agreement)

b. Federal Contact Provisions

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I. ADVERTISEMENT

Port of Bremerton Request for Qualifications #03-26-30046

Consulting, Design, and Construction Observation Services For The Port Orchard Marina Guest Docks

Notice is hereby given that Port of Bremerton is soliciting statements of Qualifications (SOQ) from firms interested in providing consulting engineering services for the Port of Bremerton’s Port Orchard Marina Guest Floats. SOQs are to be submitted electronically through https://mrscrosters.bonfirehub.com.

Responses are due no later than July 28, 2026, at 2:00 PM.

Following the due date, a list of responding firms will be posted online within 5 business days.

Tim Petrick, Director of Marine Facilities timp@portofbremerton.org Port of Bremerton 8850 SW State Hwy 3 Bremerton, WA 98312 Phone: 360-813-0829

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II. REQUEST FOR QUALIFICATIONS

1. Introduction

The Port of Bremerton is soliciting the submission of professional engineering consulting services Statement of Qualifications (SOQ) for the design, funding assistance, and permitting assistance for the Port Orchard Marina guest dock and fuel dock. The Port intends to negotiate a fixed-fee contract for the project for Bremerton Marina Guest Float “F” Design and Replacement and establish hourly rates for services. The Port intends to initiate a separate task order for Bremerton Marina Fuel Dock West Breakwater Design and Replacement will be scoped and executed later and based on the negotiated hourly rate for services incorporated into the Professional Services Contract.

The Port of Bremerton (Port) is a junior taxing district in the state of Washington, organized in 1913 under provisions of the laws of the State, codified at RCW 53.04.010 et seq. It is governed by a three-person elected Board of Commissioners. The Board of Commissioners appoints the Chief Executive Officer who is responsible for the Port’s day-to-day operations.

With construction beginning in 2026, the Port Orchard Marina is undergoing a replacement of the new north and east breakwaters, approach floats, a new gangway, and demolition of the existing structures and utilities. This construction will be occurring while the design for the guest docks is underway.

The Port Orchard Marina is located at 707 Sidney Parkway, Port Orchard, WA 98366.

To access the RFQ, submit questions online, view any issued addenda, download documents, and view plan holders, visit: https://mrscrosters.bonfirehub.com. For technical support with MRSC Rosters, call 206.625.1300 Ext. 14. For vendor support on electronic bidding, visit https://procurement-help.eunasolutions.com/hc/en-us.

No pre-proposal conference is scheduled.

2. General Scope of Services

This contract is for professional engineering consulting services. The Port of Bremerton reserves the right to inquire into the proposer’s ability to provide Professional Services and verify project references. The successful firm will be required to execute an A&E Professional Services contract agreement with the Port.

Qualifications will only be accepted from firms that can demonstrate having a broad background and extensive experience in the field of marine facilities A/E services.

• Primary competency areas: civil, structural, mechanical, electrical and architectural/planning.

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• Secondary competency areas: geotechnical, coastal/ocean, environmental/permitting, construction management.

The Port intends to seek grant funding (State or Federal) for the construction of the project. The scope includes assisting the Port with developing grant applications such as the Boating Infrastructure Grant Program (BIG), Boating Facilities Program (BFP), and others where eligible.

The Port may negotiate professional services agreements to be executed in a basis of an initial scope of individual tasks with the intent to amend the agreement when construction and future services are negotiated such as bidding support and construction observations services.

(Note: This general scope attempts to identify major items of work. Prior to any contract award, a more detailed and specific scope of work will need to be developed and agreed upon, and a task order executed)

Projects

The following are projects:

1. Port Orchard Marina Guest Dock Redesign The redesign of the guest dock will begin with the stretch of dock from the new breakwater head walk to the activity float.

2. Port Orchard Marina Fuel Dock Redesign (West Breakwater)

The projects will be initiated based on funding availability. The scope includes evaluations, surveys, design services, construction management services, grant writing services, and bidding support services as negotiated for each task order. The Port intends to pursue grant funding for these projects to fund planning and/or development of the projects. A qualified firm will have experience assisting with the development of grant applications related to the projects. These can include State or Federal grants.

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Map

• Task Area 1: Yellow Outlined, Guest Dock

• Task Area 2: Green Outlined Area, Fuel Dock

Federal Provisions

While no current grants or Federal funds are secured to fund the projects included in this RFQ, the Port anticipates applying for Federal grant funds in the future, where available, to fund projects.

Any contracts awarded under this request for qualifications may be funded in part by United States Federal and Washington State agency or department funds. The proposed contract will be under and subject to Executive Order 11246 of 24 September 1965, as amended (Affirmative Action to Ensure Equal Opportunity). Qualifications received from a proposer who debarred from doing business with Washington State or the Federal government will be deemed non-responsive. Federal provisions are included in the appendix. In the event of conflicting requirements between the Port, State, and Federal agencies, the more restrictive requirement, or higher prevailing wage rate will prevail, where applicable.

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This RFQ is subject to 2 CFR 200 for Federal Awards and Part 1500, Chapter XV, Subtitle B of Title 2- Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

The projects included in the RFQ are subject to funding. In the event any or all of the projects listed are not funded by the Port in future budget years, or grants not secured, no task order will be executed for the project. This RFQ and the resulting contract for professional service is not a guarantee of future work if the projects if funds are not secured.

The Port may negotiate individual task orders with the awarded consultant for services to assist with grant applications to secure funding for the listed projects.

3. Schedule

Legal Ad 7/01/26 Question Deadline 7/17/26 Qualifications Due 7/28/26 Contract Award (anticipated) 8/18/26

4. Delivery of Responses

Responses are to be submitted electronically through:

https://mrscrosters.bonfirehub.com

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III. SELECTION PROCESS & SCORING

1. Selection Process

The Port of Bremerton will designate a Selection Committee which will score and evaluate responsive submittals. The Port intents to announce a short list of 2-3 of the highest scoring firms. The final number of firms short-listed is dependent of the number of responses received.

The Port will enter into negotiations for a contract with the firm who has the highest combined score from the initial evaluation and the interview. If the Port of Bremerton is not able to successfully negotiate an agreement with the highest scoring firm, the Port of Bremerton will formally cease negotiations in writing with that firm and then move into negotiations with the second highest scoring firm.

The Port of Bremerton reserved the right to cancel the RFQ or evaluation process at any time and decide not to award an agreement.

2. Submittal Requirements

To be considered responsive, the RFQ submittals must be submitted before the published deadline. Submittals shall include, but are not limited to, the following:

1. Key personnel professional qualification, experience and availability for the proposed work; their reputation, professional integrity and competence; and their knowledge of Washington state and federal regulations, policies, and procedures related to marine construction in the Puget Sound

2. Capability to perform the work: Document recent experience in project support in marine facilities comparable to those of the Port, the quality of projects previously undertaken, and capability to complete projects without major cost escalations or overruns. Include client contact information for key projects listed.

3. Provide a list of project experience, as well as any which have been completed in the last three years. List the project manager you assigned to each project. Identify the starting dates for all projects, and the completion dates (where completed).

4. Qualifications and experience of outside consultants regularly engaged to support marine projects.

5. Demonstrated ability to comply to facilitate grant applications in partnership with the Port to secure grant funds, where eligible.

6. Supplemental Questionnaire

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7. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion

No cost or fee schedules shall be submitted with your proposal. Consultants will be selected on the basis of their qualifications and experience, with fees determined through negotiations following selection. The qualifications of consultants are evaluated and the best qualified consultant is selected, subject to a mutual understanding of the scope of services and negotiation of a fair and reasonable fee.

Responses are to be uploaded and submitted electronically as one .pdf format file through https://mrscrosters.bonfirehub.com/.

3. Selection Process and Criteria

Consultants will be selected based on the following criteria:

1. Qualifications of consultant and any subconsultants. (35 points)

2. Previous relevant project experience. (25 points)

3. Capacity and availability to perform. (20 points)

4. Demonstrated understanding of the project’s location and challenges (20 points)

Total possible points = 100

4. Notices

All qualification documents submitted shall become the property of the Port of Bremerton and may thereafter be used by Port without compensation to the proposers. Lengthy and costly submittals are discouraged.

Terms and Conditions

1. The Port reserves the right to reject any and all RFQ’s and choose not to award, and to waive minor irregularities in any RFQ.

2. The Port reserves the right to request clarification of information submitted, and to request additional information from any team.

3. The Port reserves the right to award any contract to the next most qualified team if the originally awarded team and the Port do not reach an agreement within thirty days.

4. The contract resulting from acceptance of an RFQ by the Port shall be in a form supplied or approved by the Port and shall reflect the specifications in this Request.

The Port reserves the right to reject any proposed agreement or contract that does not conform to the specifications contained in this Request and which is not approved by the Port’s attorney.

5. The Port shall not be responsible for any costs incurred by the firm in preparing, submitting or presenting its response to the Request.

6. This RFQ represents the current status of the project; details may change as the conceptual planning continues; updates can be found on the Port’s website at www.portofbremerton.org.

P.9 03-26-30046 https://mrscrosters.bonfirehub.com/ http://www.portofbremerton.org/

Public Records Act Under Washington State Law (reference RCW Chapter 42.56, the “Public Records Act”) all materials received or created by the Port of Bremerton are considered public records.

These records include but are not limited to the proposal submittals, agreement documents, contract work product, or other proposal materials.

Under the Public Records Act, the Port is required to promptly make public records available upon request. However, under Washington State Law some records or portions of records are considered legally exempt from disclosure. A list and description of records identified as exempt by the Public Records Act can be found in RCW 42.56 and RCW 19.108.

If proposer believes any of the records being submitted to the Port as part of the proposal are exempt from disclosure, the proposer may request that the Port notify the proposer before releasing the records. To do so, in the proposal submittal, proposers must very clearly and specifically identify each record for which a proposer claims exemption and the exemption(s) that may apply.

If the Port receives a public disclosure request for any records the proposer has properly and specifically identified, the Port will notify the proposer in writing of the request and will postpone disclosure for a period of time to allow the proposer to respond.

While it is not a legal obligation, the Port, as a courtesy, will allow proposers up to ten business days to file a court injunction to prevent the Port from releasing the records (reference RCW 42.56.540). If the proposer fails to obtain a Court order within the ten days, the Port may release the documents. The Port will NOT assert an exemption on the proposer’s behalf.

Please note the Port cannot accept generic marking of materials such as marking everything with a document header or footer, page stamp, or a generic statement that a document is nondisclosable, exempt, or confidential, proprietary, or protected. Proposers may not exempt an entire page unless each sentence is entitled to exemption; instead, identify paragraphs or sentences that meet the RCW exemption criteria the proposer is relying upon.

The Port will try to redact anything that seems obvious in the Port’s opinion for redaction as exempt. For example, the Port will black out (redact) Social Security numbers, federal tax identifiers, and financial account numbers before records are made viewable by the public. However, this does not replace proposer’s obligation to identify any materials proposer wishes to have redacted or protected and that proposer thinks are protected under the Public Records Act.

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SUPPLEMENTAL QUESTIONNAIRE

A. Company name as registered with the State of Washington: ___________________

Washington UBI: _________________

B. “Pro-Forma” Agreement Terms & Conditions: Once the Proposer has carefully read the proposed Agreement, please indicate general acceptance of the terms and conditions.

Yes No

C. Legal Action: Are there any current or recent (within past five years) legal action in progress or taken against the firm or individuals.

Yes No

If yes, please disclose:

Disclosure: Are there any business transactions and relations within the past five years that may create or be perceived to create a conflict of interest. Any business dealings or recommendations of product or firm that may be in conflict with the project shall be disclosed.

Yes No

If yes, please disclose:

The above information is accurate and truthful to the best of my knowledge:

Company: ______________________________

Name/Title: ______________________________

Signature: ______________________________

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APPENDIX

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:

1. Are not presently debarred, suspended, or proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency;

2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (A.2.) of this certification; and

4. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Printed Name: _________________________________

Title: _________________________________

Signature: _________________________________

Date: _________________

Company Name: ________________________________

Address: _________________________

Phone: ________________________________

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PORT OF BREMERTON

AGREEMENT FOR PROFESSIONAL SERVICES

(CHAPTER 39.80 RCW)

This AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and entered into as of the later of the two signature dates below, by and between:

PORT OF BREMERTON

Attn: Jim Rothlin 8850 SW State Highway 3 Bremerton, WA 98312

(the “Port”)

AND

Attn:

(“Consultant”)

Term of Contract: xx/xx/20xx – xx/xx/20xx

● SCOPE OF WORK: See attached Exhibit “A”.

● COMPENSATION: The Consultant shall be compensated on the basis of hours worked and expenses incurred by its employees at the rates shown herein: See attached Exhibit “B”.

• GENERAL PROVISIONS: Services covered by this Agreement shall be performed in accordance with the General Provisions (which are attached hereto and form a part of this Agreement) and any attachments or schedules.

• ENTIRE AGREEMENT: This Agreement supersedes all prior agreements and understandings and may only be changed by written amendment executed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the later of the dates indicated below. By signing below, each signatory represents that he or she has authority on behalf of his or her respective party to enter into this agreement, which shall be binding upon the parties according to its terms.

CONSULTANT NAME PORT OF BREMERTON

Signature: Signature:

Name/Title: Name/Title:

Date: Date:

SAMPLE

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GENERAL PROVISIONS

In consideration of the mutual covenants and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Scope of Work. The objective of this Agreement is the timely preparation, completion and/or delivery of the scope of work and/or deliverables (the “Services” or “Work”) described in Exhibit A issued pursuant to and governed by the terms of this Agreement. Additional work and/or amendments to Exhibit “A” shall be attached hereto as Amendments and shall be made part of this Agreement upon approval as required herein. Any Amendments issued by the Port prior to the termination date of this Agreement shall be governed by the terms of this Agreement until completed even if the Amendment work extends beyond the termination date of this Agreement.

1.1 Services covered by this Agreement shall

be performed in accordance with the provisions and any attachments or schedules. Except as may be otherwise provided for herein, this Agreement may only be amended by the mutual consent of both parties hereto, in writing and signed by duly authorized representatives of both parties.

2. Term of Agreement. The Consultant shall not begin Work under the Agreement or any Amendment until the Port has specifically authorized the Consultant to do so in writing. The time required for completion of all Work under Exhibit “A” or an Amendment and, if appropriate under a schedule for completion of phases of the Work, shall be specified in Exhibit “A” and any Amendment. The completion dates for phases of Work under Exhibit “A” or an Amendment may be modified only upon written agreement of the parties hereto. The completion dates for Exhibit “A”, or for phases of Work under an Amendment may be, but are not required to be, extended in the event of a delay caused by Extra Work requested by the Port, or if the Consultant’s Work is delayed by unavoidable circumstances beyond the control of the Consultant and which the Consultant could not reasonably have anticipated. This Agreement may be extended for multiple terms at the sole discretion of the Port and subject to budget appropriations and Commission approval when required; if so extended, all of the terms and conditions herein shall apply to such extension.

3. Compensation and Payment. The Consultant shall be compensated on the basis of hours worked and expenses incurred by its employees at the rates shown in the attached Consultant's Fee Schedule, Exhibit "B." The Consultant shall receive no other payment for materials or disbursements unless expressly allowed by the Scope of Work or Amendment(s). The Consultant shall not adjust the wage rates in Exhibit "B" without written authorization from the Port.

3.1 Consultant shall supply Port with a monthly

invoice and written documentation, satisfactory to Port, for all amounts due under this Agreement, including but not limited to project budget status and a narrative progress description of Services rendered that is acceptable in form to the Port. All invoices submitted by Consultant to Port shall reference any applicable billing codes provided by Port to Consultant. Any applicable taxes shall be listed as separate line items on each Consultant invoice. All invoices and documentation may be reviewed and audited by Port and payment may be subject to review or audit. Subject to the preceding, payments shall be net thirty (30) days of receipt of such invoice by Port. In no event shall the Port be charged interest on payments due under this Agreement. If required by Port, Consultant shall provide periodic forecasts of its total fees and costs incurred to date. With regard to time and materials, only the reimbursable expenses specifically listed in the attached Exhibit "B" will be payable expenses under this Agreement.

3.2 If Exhibit “A” specifies that the Work is to be

performed on a fixed fee basis, the Consultant shall be paid the amount of the fixed fee as consideration for full and satisfactory performance of the Work regardless of the Consultant’s cost to perform the Work. The Port shall have sole authority for determining when all Work has been satisfactorily performed by the Consultant. The Consultant’s payment for the Work shall not exceed the specific amount unless authorized in writing by the Port, as provided herein. The fixed fee amount comprises all of the Consultant’s payment for the Work and includes without limitation all costs of salaries, overhead, non-salary expenses (including, but not limited to, P.14 03-26-30046 travel, reproductions, telephone, supplies, and fees of outside consultants), as well as the Consultant's profits. The Consultant’s payment for the Work shall not exceed the specified amount unless first authorized by the Port.

3.3 The Consultant shall obtain the prior written

approval of the Port for any charges for additional services by the Consultant, the additional services of others retained by Consultant, or the furnishing of additional supplies, materials or equipment. The Consultant shall not be entitled to compensation for any such additional charges incurred in violation of this paragraph.

4. Payment of Subconsultants. At the time of project completion, the Consultant agrees to certify to the Port that all employees (including without limitation any union fees and any benefit plans), and subconsultants have been paid in full.

Final payment shall be preconditioned upon receipt of such certification by the Port; the Port may, in its sole discretion, withhold final payment until receipt of such certification. The Consultant shall be solely responsible for the performance and payment of any and all subconsultants. All such sub-consultants shall possess all licenses and insurance as required by the laws of the State of Washington.

5. Termination. This Agreement may be terminated by either party upon seven (7) days' written notice should one party fail to perform in accordance with its terms through no fault of the other. In the event the party that fails to perform is the Consultant, the determination of "fail to perform in accordance with its terms" shall be in the sole judgment of the Port. In the event of termination, the Consultant shall be compensated for satisfactory Services performed to the termination date by reimbursement of the Consultant's actual costs directly related to the project plus normal overhead and reasonable profit. The Port shall have sole authority for determining when all Work has been satisfactorily performed by the Consultant. In no case, however, shall such reimbursement exceed the agreed upon fee as approved and amended by the Port.

Any work product generated by the Consultant prior to such termination shall be the sole property of the Port, and the Consultant agrees to provide the Port with all such materials. If the accumulated payment made to the Consultant prior to notice of intent to terminate exceeds the total amount that would be due as set forth herein above, then no final payment shall be due and the Consultant shall promptly reimburse the Port for the excess paid.

5.1 Further, this Agreement may be terminated

by the Port at any time for any reason whatsoever, at the sole discretion of the Port, with seven (7) days' written notice. If the Port terminates for convenience, the Port will pay according to the payment terms as provided in Paragraph 5, above. If, after termination for failure of the Consultant to fulfill contractual obligations, it is determined that the Consultant has not so failed, the termination shall be deemed to have been effected for the convenience of the Port.

5.2 In addition to the above, the Port reserves

the right to suspend all or any portion of the Work and Services for Consultant’s default or Port’s convenience. If the Consultant’s Work is delayed for more than thirty (30) calendar days due to circumstances for which the Consultant is responsible, the Port may find the Consultant in default and terminate this Agreement.

6. Deviations from Scope of Work. The Port may at any time issue written directions within the general scope of this Agreement. If any such direction causes an increase or decrease in the cost of this Agreement or otherwise affects any other provision of this Agreement, the Consultant shall immediately notify the Port and take no further action concerning those written directions until such time as the parties have executed a written change order. No additional work shall be performed or charges incurred unless and until the Port approves in writing the change order and the increased cost thereof. Any work done in violation of this paragraph shall be at the sole expense of the Consultant. Additionally, the Port reserves the right to modify the amount spent for identified project tasks within the scope of work, provided that the Contract Amount, as may be modified under Paragraph 3.3, is not exceeded.

6.1 The Consultant shall make all revisions and

changes in the completed Work under this Agreement as are necessary to correct the Consultant’s, and its subconsultants’ errors or omissions, without additional compensation from Port.

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7. Insurance. Consultant, concurrently with the execution of this Agreement, shall provide the Port with evidence that Consultant has obtained and is maintaining the insurance listed as follows:

7.1 Workers' Compensation Insurance as

required by law.

7.2 Employers' Liability Insurance (bodily

injuries) with a limit of One Hundred Thousand Dollars ($100,000) per occurrence with an insurance company authorized to write such insurance in all states where the Consultant will have employees located in the performance of its work covering its common law liability to such employees.

7.3 Commercial General Liability Insurance

with limits of Two Million Dollar ($2,000,000 per occurrence and Two Million Dollar ($2,000,000) aggregate and Automobile Liability Insurance covering all owned and non-owned automobiles or vehicles used by or on behalf of Consultant with a One Million Dollar ($1,000,000) combined single limit for bodily injury and/or property damage per occurrence.

7.4 Professional Liability Insurance covering

Errors and Omissions of the Consultant in the amount of not less than One Million Dollars ($1,000,000) per claim.

7.5 Except with regard to the Professional

Liability Insurance and Worker’s Compensation Insurance, each of the policies required herein shall endorse the Port as an additional insured. Furthermore, each policy of insurance required herein shall (i) be written as a primary policy; (ii) expressly provide that such insurance may not be materially changed, amended or canceled with respect to the Port except upon thirty (30) days’ prior written notice from the insurance company to the Port; (iii) contain an express waiver of any right of subrogation by the insurance company against the Port and its elected officials, employees, or agents; (iv) expressly provide that the defense and indemnification of the Port as an “additional insured” will not be effected by any act or omission by Consultant which might otherwise result in a forfeiture of said insurance; (v) contain a separation of insureds provision such that the policy applies separately to each insured that is subject of a claim or suit; (vi) not contain a cross-claim, cross-suit, or other exclusion that eliminates coverage by one insured against another; and (vii) provide for coverage for damage to the Port’s property caused by the Consultant.

7.6 With regard to the Professional Liability

Insurance, the Consultant shall maintain the same in full force and effect during the term of this Agreement and for a period of one year thereafter.

7.7 The Consultant shall furnish the Port with

copies of Certificates of Insurance evidencing policies of insurance required herein. The Consultant shall maintain these policies as identified above for itself and its sub-consultants for the term of this Agreement and for a period of one year thereafter. The Port’s failure to request such certificates shall not relieve the Consultant of the obligation to provide them.

7.8 The Consultant shall maintain the

insurance in effect at all times that it is performing Work under this Agreement. Failure to obtain and/or maintain such insurance shall be grounds for the Port to find the Consultant in default and terminate the Agreement accordingly.

Alternatively, the Port may at its option purchase such insurance and deduct the reasonable expense therefore from payments made to or owing to the Consultant.

8. Consultant Not an Agent or Employee of the Port. In performing Work and Services hereunder, the Consultant and Consultant's employees, agents, and representatives shall be acting as independent Consultants and shall not be deemed or construed to be partners, employees or agents of the Port in any manner whatsoever. No employee of the Consultant shall be considered an employee of the Port even while performing Work required under this Agreement.

Furthermore, the Consultant shall not hold itself out as, nor claim to be, an officer or employee of the Port by reason hereof and will not make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the Port.

9. Conflict of Interest. Consultant covenants that it presently has no interest and shall not acquire an interest, directly or indirectly, which would conflict in any manner or degree with its performance under this Agreement. Consultant further covenants that in the performance of this

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Agreement, no person having such interest shall be employed by it or any of its Subconsultants.

10. Compliance With Applicable Law. The Consultant shall comply with all the Port’s resolutions and all federal, state, and local laws, regulations and ordinances that are applicable to the Work performed pursuant to this Agreement.

Both parties mutually agree to re-negotiate scope, budget, and schedule should a change in any of the applicable Port’s resolutions, federal, state or local laws, regulations or ordinances during the performance of the Work affect the cost of performing the Work. The Consultant shall register (and shall require the same of all subconsultants), as required by RCW 23B.15.010, to do business in the State of Washington and provide proof of the same to the Port. By executing this Agreement, Consultant further certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, or declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency. It further agrees by acceptance of this Agreement that it will include this clause without modification in all lower tier transactions, solicitations, proposals, agreements, contracts, and subcontracts. Where the offeror/consultant or any lower tier participant is unable to certify to this statement it shall attach an explanation to this Agreement. The Port reserves the right to require Consultant to replace a sub-consultant or lower tier participant who cannot meet the foregoing certification requirement.

11. Indemnification. The Consultant shall defend (with legal counsel satisfactory to the Port), indemnify and hold the Port, its elected officials, agents and employees (collectively “Port”) harmless from and against all liabilities, obligations, fines, claims, damages, penalties, lawsuits, governmental proceedings, judgments, costs and expenses (including, without limitation, all attorneys’ fees, costs and expenses of litigation):

• Arising out of any negligent act or omission of

Consultant, its directors, officers, subconsultants, agents and/or employees (collectively “Consultant”) in connection with the Services provided pursuant to this Agreement; provided, however, that in the event of concurrent negligence of the Consultant and the Port, then this defense and indemnification shall apply only to the extent of the Consultant’s negligence; and/or

• Arising from a breach of this Agreement by Consultant; and/or

• Arising out of or due to any failure on the part of Consultant to perform or comply with any rule, ordinance or law to be kept and performed.

The Port will inform Consultant of any such claim or demand that alleges liability based in whole or in part on any act or omission of Consultant, its directors, officers, agents, or employees.

Thereafter the Consultant shall (i) reasonably cooperate in the defense of such claim and (ii) pay its defense of such claim as incurred, whether or not such claim is ultimately successful. In this regard, the Port will reasonably cooperate with Consultant in allowing Consultant to jointly select, with the Port, attorneys to defend the Port and Consultant provided that Consultant confirms its obligation to pay the Port’s defense costs.

11.1 In the event of concurrent negligence by

the Port and Consultant, then at the conclusion of the action (e.g., judgment, arbitration award or settlement), the attorneys’ fees and costs incurred in defending the Port shall be apportioned to the parties based on their respective fault as provided by RCW 4.24.115.

11.2 The foregoing indemnification obligation

shall include, but is not limited to, all claims against the Port by an employee or former employee of the Consultant or any subconsultant or service provider. For this purpose, the Consultant expressly waives, as respects the Port only, all immunity and limitation on liability under any industrial insurance Act, including Title 51 RCW, or other workers compensation act, disability act, or other employees benefits of any act of any jurisdiction which would otherwise be applicable in the case of such a claim. BY INITIALING BELOW

THE PORT AND CONSULTANT CERTIFY THE

WAIVER OF IMMUNITY SPECIFIED BY THIS

PROVISION WAS MUTUALLY NEGOTIATED.

Consultant

Port

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12. Work Product Confidentiality. Any reports, documents, questionnaires, records, information or data given to or prepared or assembled under this Agreement which the Port requests to be kept confidential shall not be made available by the Consultant to any individual or organization without prior written approval of the Port except as may be ordered by a court of competent jurisdiction. The provisions of this section shall survive the expiration or earlier termination of this Agreement. No reports, records, questionnaires, or software programs provided by the Port or other documents produced in whole or in part by the Consultant under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

13. Public Disclosure Request.

Correspondence, reports, and other written work product will be generated during the course of the relationship created by this Agreement, and third parties may request such information pursuant to the Washington State Public Disclosure Act (RCW

42.17.250 et. seq.). The parties agree that in the event that such a request is filed, the party with whom the request is filed will promptly notify all other parties to this Agreement. The parties further agree that they will not disclose any such requested material until at least ten (10) business days after providing notification to all other parties to this Agreement. The intent of this clause is to provide all parties the opportunity to seek injunctive relief pursuant to RCW 42.17.330 so as to protect the vital functions of those entities. This clause shall survive the termination or expiration of this Agreement.

14. Plans, etc. Property of Port. All Work performed under this Agreement is work for hire.

All deliverables, including but not limited to original plans, drawings and specifications, prepared by the Consultant and any and all sub-consultants for the Port and funded by the Port are and shall remain the property of the Port whether or not the Project for which they are made is executed. This shall not apply to proprietary software or documentation that may be provided to the Port and that was developed independent of funding by the Port. The Consultant assumes no liability for any use of the Drawings and Specifications other than that originally intended for this Project.

Originals, including electronic forms of the data prepared by the Consultant and funded by the Port, shall become the property of the Port. No reports, records, questionnaires, software programs provided by Port or other documents produced in whole or in part by the Consultant under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant. The Consultant’s Work shall not infringe on any copyright, patent, trade secret, or other proprietary rights held by any third party.

15. Electronic File Compatibility. All electronically- transmitted output must be compatible with existing Port software and shall be provided to the Port in a CAD or other appropriate electronic format. All CAD deliverables shall be consistent with the Port’s standard CAD layering system, as provided by the Port to the Consultant.

Consultants shall check with the Port for software application, system compatibility and preferred file type.

16. Non-Discrimination. In connection with the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, marital status, or being handicapped, a disadvantaged person, or a disabled or Vietnam era veteran or a member of any other protected class. The Consultant shall take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex, national origin, age, marital status, or being a handicapped or disadvantaged person or a disabled or Vietnam-era veteran or a member of any other protected class.

17. Federal Restrictions on Lobbying.

Consultant certifies that under the requirements of Lobbying Disclosure Act, 2 U.S.C., Section 1601 et seq., no Federal appropriated funds have been paid or will be paid, by or on behalf of the Consultant, to any person for influencing or attempting 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 the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

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18. Federal Debarment and Suspension. The Consultant certifies, that neither it nor its “principals” (as defined in 49 CFR.29.105 (p)) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

19. Subletting or Assigning of Agreement. The Consultant shall not sublet or assign any of the Work covered by this Agreement without the express written consent of the Port.

20. Notices. All notices and payments hereunder may be delivered or mailed to the addresses listed above. If delivered by messenger, courier (including overnight air courier) or facsimile transmittal, they shall be deemed delivered when received at the street address or facsimile numbers listed above. All notices and payments mailed, whether sent by regular post or by certified or registered mail, shall be deemed to have been given on the second business day following the date of mailing, if properly mailed to the mailing addresses provided above, and shall be conclusive evidence of the date of mailing. The parties may designate new or additional addresses for mail or delivery by providing notice to the other party as provided in this section. The address for delivery of notices and payments are as set forth in the introductory paragraph of this Agreement.

21. Review of Title Documents. Prior to the execution or recordation of any documents effecting title to any property, said document shall be reviewed by the Port. Consultant shall not execute or record (or make to be executed or recorded) any such document prior to the Port’s review and approval.

22. Jurisdiction. This Agreement is made and delivered in the State of Washington and shall be construed and enforced in accordance with the laws thereof. Jurisdiction and venue of any dispute hereunder shall be solely in the Superior Court of the State of Washington in and for Kitsap County.

In the event of a dispute arising out of or under this Agreement, the substantially prevailing party shall be entitled to its reasonable attorney's fees and costs. The parties irrevocably waive any right to federal court jurisdiction for disputes arising hereunder.

23. Pollution. Port acknowledges that the Consultant is not responsible for the creation or presence of contamination or pollution, if any, at the property except to the extent that such a discharge, release or escape is caused by the negligent act or failure to act of the Consultant.

For the purpose of this clause, contamination conditions shall mean the actual or alleged existence, discharge, release or escape of any irritant, pollutant, contaminant, or hazardous substance into or upon the atmosphere, land, groundwater, or surface water of or near the property. The Consultant will promptly notify the Port of contamination conditions, if identified.

Notwithstanding the foregoing, the Port does not herein waive any cause of action for damages resulting from the Port’s reliance on any misrepresentation (made either knowingly or negligently) by the Contractor with regard to the presence of any contamination or pollution.

24. Standard of Performance: Consultant represents that the Services will be performed within the limits prescribed by the Port and that its findings, recommendations, specifications and/or professional advice provided hereunder will be prepared and presented in a manner consistent with, or exceeding, the standard of care and skill ordinarily exercised by other professionals in the State of Washington under similar circumstances at the time the Services are performed.

25. Entire Agreement. This is the entire agreement between the parties. There is no other oral or written understanding between the parties concerning this matter. The Consultant specifically understands that no Port employees other than the project manager or his/her supervisor are authorized to direct the work of the Consultant.

26. Signing Authority. Anyone signing this Agreement by said signature certifies that he/she has the authority to execute said document on behalf of the Consultant and that his/her signature is binding upon the firm or corporation.

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EXHIBIT A

SCOPE OF WORK

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EXHIBIT B

CONSULTANT’S FEE SCHEDULE

[Exhibit B should set forth the agreed upon schedule of hourly rates and other charges and disbursements the Port is agreeing to pay the consultant. This should identify all job classifications, reimbursable expenses, and sub-consultant mark-ups.]

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Title 2 —Federal Financial Assistance Subtitle A —Office of Management and Budget Guidance for Federal Financial Assistance Chapter II —Office of Management and Budget Guidance Part 200 —Uniform Administrative Requirements, Cost Principles, and Audit Requirements for

Federal Awards Authority: 31 U.S.C. 503; 31 U.S.C. 6101-6106; 31 U.S.C. 6307; 31 U.S.C. 7501-7507.

Source: 89 FR 30136, Apr. 22, 2024, unless otherwise noted.

Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards

In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non- Federal entity under the Federal award must contain provisions covering the following, as applicable.

This content is from the eCFR and is authoritative but unofficial.

(A) Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

(B) All contracts in excess of $10,000 must address termination for cause and for convenience by the non- Federal entity including the manner by which it will be effected and the basis for settlement.

(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be

Appendix II to Part 200, Title 2 (up to date as of 6/25/2026) Contract Provisions for Non-Federal Entity Contracts Under Federal Awards Appendix II to Part 200, Title 2 (June 25, 2026)

2 CFR Appendix-II-to-Part-200(D) (enhanced display) page 1 of 3

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