079-22 - KCI Technologies, Inc. - ContractDocuSign Envelope ID: 2B271 B12-F34D-4397-985A-F66D18B567BE
Port Orchard Contract #: C079-22
Authorized Amount: $99,932.80
Date Start: August 9, 2022
Date End: February 28, 2023
CONSULTANT SERVICES AGREEMENT
ASSET MANAGEMENT PROGRAM STRATEGIC PLANNING PHASE CONSULTANT
THIS AGREEMENT is entered into by and between the City of Port Orchard, Washington,
a municipal corporation organized under the laws of the State of Washington ("City") and KCI
Technologies, Inc., ("Consultant") organized under the laws of the State of Delaware, located and doing
business at 936 Ridgebrook Road, Sparks, MD 21152-9390, Contact: Heidi Hammel Principal -in -Charge,
Phone: (410) 527-4415, Email: heidi.hammel@kci.com (hereinafter the "Consultant").
RECITALS:
WHEREAS, the City desires to have certain services performed for its residents; and
WHEREAS, the City has selected the Consultant to perform such services pursuant to certain
terms and conditions; and
NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth below, the
parties agree as follows:
AGREEMENT:
1. Scope of Services to be Performed by Consultant.
The Consultant shall perform those services described on Exhibit "A," which is attached hereto and
incorporated herein bythis reference as if set forth in full. In performing such services, the Consultant shall
at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the
performance of such services and the handling of any funds used in connection therewith. The Consultant
shall perform the services diligently and completely and in accordance with professional standards of
conduct and performance. The Consultant shall request and obtain prior written approval from the City
if the scope or schedule is to be modified in any way.
If the services provided hereunder are funded in whole or in part under a Grant Funding
Agreement, then Consultant will comply with the terms of such Grant Funding Agreement to ensure that
the City is able to obtain the maximum funding under such Grant Funding Agreement. If this applies, the
City will provide the Consultant with a copy of the Grant Funding Agreement.
City of Port Orchard and KCI Technologies, Inc
Professional Service Agreement Contract No. C079-22
Asset Management Program Strategic Planning Phase Consultant
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2. Compensation.
The City shall pay the Consultant for services rendered according to the rates and methods set forth
below.
[Check all applicable payment terms]
❑ LUMP SUM. Compensation for these services set forth in Exhibit A shall be a Lump Sum
of $
0 TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not exceed
$99,932.80 without written authorization and will be based on the list of billing rates and
reimbursable expenses attached hereto as Exhibit "B."
❑ TIME AND MATERIALS. Compensation for these services shall be on a time and materials
basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit
„B
❑ OTHER
3. Payment.
A. The Consultant shall maintain time and expense records and provide them to the City
monthly after services have been performed, along with monthly invoices in a format acceptable to
the City for work performed to the date of the invoice.
B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the
same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in
dispute, and the Parties shall immediately make every effort to settle the disputed portion.
C. The Consultant shall keep cost records and accounts pertaining to this Agreement
available for inspection by City representatives for three (3) years after final payment unless a longer
period is required by a third -party agreement. Copies shall be made available on request.
D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors, including, but not limited
to, the maintenance of a separate set of books and records that reflect all items of income and expenses
of the Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by
law, to show that the services performed by the Consultant under this Agreement shall not give rise to
an employer -employee relationship between the parties, which is subject to Title 51 RCW, Industrial
Insurance.
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Asset Management Program Strategic Planning Phase Consultant
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E. If the services rendered do not meet the requirements of the Agreement, the Consultant
will correct or modify the work to comply with the Agreement. The City may withhold payment for such
work until the work meets the requirements of the Agreement. The City shall pay the Consultant for
services rendered within ten (10) days after City Council voucher approval. However, if the City objects
to all or any portion of an invoice, it shall notify Consultant and reserves the option to only pay that
portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to
settle the disputed portion.
F. The City reserves the right to direct the Consultant's compensated services before
reaching the maximum amount.
4. Duration of Agreement.
A. This Agreement shall be in full force and effect for a period commencing on August 9,
2022 and ending February 28, 2023 unless sooner terminated under the provisions of this Agreement.
The City reserves the right to offer two (2) one-year extensions prior to expiration of the Agreement to
retain the Consultant's services.
B. Time is of the essence of this Agreement in each and all of its provisions in which
performance is required. If delays beyond the Consultant's reasonable control occur, the Parties will
negotiate in good faith to determine whether an extension is appropriate.
C. The Consultant shall obtain a City of Port Orchard business license prior to commencing
work pursuant to a written Notice to Proceed.
D. The Consultant is authorized to proceed with services upon receipt of a written Notice
to Proceed.
5. Standard of Care.
The Consultant represents and warrants that it has the requisite training, skill, and experience
necessary to provide the services under this Agreement and is appropriately accredited and licensed
by all applicable agencies and governmental entities. Services provided by the Consultant under this
Agreement will be performed in a manner consistent with that degree of care and skill ordinarily
exercised by members of the same profession currently practicing in similar circumstances.
6. Ownershio and Use of Documents.
A. Ownership. Any records, files, documents, drawings, specifications, data, or
information, regardless of form or format, and all other materials produced by the Consultant in
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connection with the services provided to the City, shall be the property of the City whether the project
for which they were created is executed or not.
B. Records preservation. Consultant understands that this Agreement is with a government
agency and thus all records created or used in the course of Consultant's work for the City are
considered "public records" and are subject to disclosure by the City under the Public Records Act,
Chapter 42.56 RCW ("the Act"). Consultant agrees to safeguard and preserve records in accordance
with the Act. The City may be required, upon request, to disclose the Agreement, and the documents
and records submitted to the City by Consultant, unless an exemption under the Public Records Act
applies. If the City receives a public records request and asks Consultant to search its files for responsive
records, Consultant agrees to make a prompt and thorough search through its files for responsive
records and to promptly turn over any responsive records to the City's public records officer at no cost
to the City.
7. Relationship of the Parties; Independent Consultant.
The Parties intend that an independent contractor -client relationship will be created by this
Agreement. As the Consultant is customarily engaged in an independently established trade which
encompasses the specific service provided to the City hereunder, no agent, employee, representative
or sub -consultant of the Consultant shall be or shall be deemed to be the employee, agent,
representative or sub -consultant of the City. In the performance of the work, the Consultant is an
independent contractor with the ability to control and direct the performance and details of the work,
the City being interested only in the results obtained under this Agreement. None of the benefits
provided by the City to its employees, including, but not limited to, compensation, insurance, and
unemployment insurance are available from the City to the employees, agents, representatives, or sub -
consultants of the Consultant. The City shall not be responsible for withholding or otherwise deducting
federal income tax or social security or contributing to the State Industrial Insurance Program, or
otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the
Consultant. The Consultant will be solely and entirely responsible for its acts and for the acts of its
agents, employees, representatives, and sub -consultants during the performance of this Agreement.
The City may, during the term of this Agreement, engage other independent contractors to perform
the same or similar work that the Consultant performs hereunder.
8. Indemnification.
Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and
volunteers harmless from any and all claims, injuries, damages, losses or suits including attorneys' fees,
arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this
Agreement, except for injuries and damages caused by the negligence of the City.
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Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,
then, in the event of liability for damages arising out of bodily injury to persons or damages to property
caused by or resulting from the concurrent negligence of the Consultant and the City, its officers,
officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend,
hereunder shall be only to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED
HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE,
TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THIS WAIVER HAS BEEN
MUTUALLY NEGOTIATED BY THE PARTIES.
The provisions of this section shall survive the expiration or termination of this Agreement.
9. Insurance.
The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims
for injuries to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by the Consultant, its agents, representatives, or employees.
A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
Automobile Liability insurance covering all owned, non -owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01
or a substitute form providing equivalent liability coverage. If necessary, the policy
shall be endorsed to provide contractual liability coverage.
ii. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01 and shall cover liability arising from premises, operations, independent
Consultants and personal injury and advertising injury. The City shall be named as
an insured under the Consultant's Commercial General Liability insurance policy
with respect to the work performed for the City.
iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
iv. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance
limits:
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Asset Management Program Strategic Planning Phase Consultant
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Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
ii. Commercial General Liability insurance shall be written with limits no less
than $1,000,000 each occurrence, $2,000,000 general aggregate.
iii. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provision. The Consultant's Automobile Liability, Commercial
General Liability, and Professional Liability insurance policies are to contain, or be endorsed to contain,
that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance
pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not
contribute with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A-VII.
E. Verification of Coverage. The Consultant shall furnish the City with original
certificates and a copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of the Consultant before
commencement of the work.
F. Notice of Cancellation. The Consultant shall provide the City with written notice
of any policy cancellation, within two business days of their receipt of such notice.
G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain
the insurance as required shall constitute a material breach of contract, upon which the City may, after
giving five business days' notice to the Consultant to correct the breach, immediately terminate the
contract 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 City on demand, or at the sole
discretion of the City, offset against funds due the Consultant from the City.
H. No Limitation. Consultant's maintenance of insurance as required by the
Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by
such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
10. Record Keeping and Reporting.
A. The Consultant shall maintain accounts and records, including personnel,
property, financial, and programmatic records, which sufficiently and properly reflect all direct and
indirect costs of any nature expended and services performed pursuant to this Agreement. The
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Consultant shall also maintain such other records as may be deemed necessary by the City to ensure
proper accounting of all funds contributed by the City to the performance of this Agreement.
B. The foregoing records shall be maintained for a period of seven (7) years after
termination of this Agreement unless permission to destroy them is granted by the Office of the
Archivist in accordance with Chapter 40.14 RCW and by the City.
11. City's Right of Inspection and Audit.
A. Even though the Consultant is an independent contractor with the authority to control
and direct the performance and details of the work authorized under this Agreement, the work must
meet the approval of the City and shall be subject to the City's general right of inspection to secure the
satisfactory completion thereof. The Consultant agrees to comply with all federal, state, and municipal
laws, rules, and regulations that are now effective or become applicable within the terms of this
Agreement to the Consultant's business, equipment, and personnel engaged in operations covered by
this Agreement or accruing out of the performance of such operations.
B. The records and documents with respect to all matters covered by this Agreement shall
be subject at all times to inspection, review or audit by the City during the performance of this
Agreement. All work products, data, studies, worksheets, models, reports, and other materials in
support of the performance of the service, work products, or outcomes fulfilling the contractual
obligations are the products of the City.
12. Work Performed at the Consultant's Risk.
The Consultant shall take all precautions necessary and shall be responsible for the safety of its
employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all
protection necessary for that purpose. The Consultant shall be responsible for any loss of or damage
to materials, tools, or other articles used or held by the Consultant for use in connection with the work.
13. Termination.
A. Termination without cause. This Agreement may be terminated by the City at any time
for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment
for the benefit of creditors.
B. Termination with cause. This Agreement may be terminated upon the default of the
Consultant and the failure of the Consultant to cure such default within a reasonable time after
receiving written notice of the default.
C. Rights Upon Termination.
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i. With or Without Cause. Upon termination for any reason, all finished or
unfinished documents, reports, or other material or work of the Consultant pursuant to this
Agreement shall be submitted to the City, and the Consultant shall be entitled to just and
equitable compensation for any satisfactory work completed prior to the date of termination,
not to exceed the total compensation set forth herein. The Consultant shall not be entitled to
any reallocation of cost, profit or overhead. The Consultant shall not in any event be entitled to
anticipated profit on work not performed because of such termination. The Consultant shall use
its best efforts to minimize the compensation payable under this Agreement in the event of
such termination. Upon termination, the City may take over the work and prosecute the same
to completion, by contract or otherwise.
ii. Default. If the Agreement is terminated for default, the Consultant shall
not be entitled to receive any further payments under the Agreement until all work called for
has been fully performed. Any extra cost or damage to the City resulting from such default(s)
shall be deducted from any money due or coming due to the Consultant. The Consultant shall
bear any extra expenses incurred by the City in completing the work, including all increased
costs for completing the work, and all damage sustained, or which may be sustained, by the
City by reason of such default.
D. Suspension. The City may suspend this Agreement, at its sole discretion. Any
reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's
reasonable expenses, and shall be subject to verification. The Consultant shall resume performance of
services under this Agreement without delay when the suspension period ends.
E. Notice of Termination or Suspension. If delivered to the Consultant in person,
termination shall be effective immediately upon the Consultant's receipt of the City's written notice or
such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be
given to the Consultant in writing upon one week's advance notice to the Consultant. Such notice shall
indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the
address set forth in the "Notices" Section herein.
F. Nothing in this Subsection shall prevent the City from seeking any legal remedies it may
otherwise have for the violation or nonperformance of any provisions of this Agreement.
14. Discrimination Prohibited.
A. The Consultant agrees not to discriminate against any employee or applicant for
employment or any other person in the performance of this Agreement because of race, creed, color,
national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state,
or local law or ordinance, except for a bona fide occupational qualification.
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Asset Management Program Strategic Planning Phase Consultant
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B. Violation of this Section shall be a material breach of this Agreement and grounds for
cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may
result in ineligibility for further work for the City.
15. Force Majeure.
Notwithstanding anything to the contrary in this Agreement, any prevention, delay or stoppage due to
strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services,
labor, or materials or reasonable substitutes therefor, governmental actions, governmental laws,
regulations or restrictions, civil commotions, casualty, actual or threatened public health emergency
(including, without limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other
significant public health risk), governmental edicts, actions, declarations or quarantines by a
governmental entity or health organization, breaches in cybersecurity, and other causes beyond the
reasonable control of the Party obligated to perform, regardless of whether such other causes are (i)
foreseeable or unforeseeable or (ii) related to the specifically enumerated events in this paragraph
(collectively, a "Force Majeure"), shall excuse the performance of such Party for a period equal to any
such prevention, delay or stoppage. To the extent this Agreement specifies a time period for
performance of an obligation of either Party, that time period shall be extended by the period of any
delay in such Party's performance caused by a Force Majeure. Provided however, that the current
COVID-19 pandemic shall not be considered a Force Majeure unless constraints on a Party's
performance that result from the pandemic become substantially more onerous after the effective
date of this Agreement.
16. Assignment and Subcontract.
The Consultant shall not assign or subcontract any portion of the services contemplated by this
Agreement without the prior written consent of the City. Any assignment made without the prior
approval of the City is void.
17. Conflict of Interest.
The Consultant represents to the City that it has no conflict of interest in performing any of the services
set forth in Exhibit "A." In the event that the Consultant is asked to perform services for a project with
which it may have a conflict, Consultant will immediately disclose such conflict to the City.
18. Confidentiali
All information regarding the City obtained by the Consultant in performance of this Agreement shall
be considered confidential. Breach of confidentiality by the Consultant shall be grounds for immediate
termination.
19. Non -Appropriation of Funds.
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If sufficient funds are not appropriated or allocated for payment under this Agreement for any future
fiscal period, the City will so notify the Consultant and shall not be obligated to make payments for
services or amounts incurred after the end of the current fiscal period. This Agreement will terminate
upon the completion of all remaining services for which funds are allocated. No penalty or expense
shall accrue to the City in the event that the terms of the provision are effectuated.
20. Employment of State Retirees.
The City is a "DRS-covered employer" which is an organization that employs one or more members of
any retirement system administered by the Washington State Department of Retirement Systems
(DRS). Pursuant to RCW 41.50.139(1) and WAC 415-02-325(1), the City is required to elicit on a written
form if any of the Contractor's employees providing services to the City retired using the 2008 Early
Retirement Factors (ERFs), or if the Contractor is owned by an individual who retired using the 2008
ERFs, and whether the nature of the service and compensation would result in a retirement benefit
being suspended. Failure to make this determination exposes the City to significant liability for pension
overpayments. As a result, before commencing work under this Agreement, Contractor shall determine
whether any of its employees providing services to the City or any of the Contractor's owners retired
using the 2008 ERFs, and shall immediately notify the City and shall promptly complete the form
provided by the City after this notification is made. This notification to DRS could impact the payment
of retirement benefits to employees and owners of Contractor. Contractor shall indemnify, defend, and
hold harmless the City from any and all claims, damages, or other liability, including attorneys' fees and
costs, relating to a claim by DRS of a pension overpayment caused by or resulting from Contractor's
failure to comply with the terms of this provision. This provision shall survive termination of this
Agreement.
21. Entire Agreement.
This Agreement contains the entire agreement between the parties, and no other agreements, oral or
otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of
the parties. If there is a conflict between the terms and conditions of this Agreement and the attached
exhibits, then the terms and conditions of this Agreement shall prevail over the exhibits. Either party
may request changes to the Agreement. Changes which are mutually agreed upon shall be
incorporated by written amendments to this Agreement.
22. Non -waiver of Breach.
The failure of either party to insist upon strict performance of any of the covenants and agreements
contained herein, or to exercise any option herein contained in one or more instances, shall not be
construed to be a waiver or relinquishment of said covenants, agreements, or options, and the same
shall be in full force and effect.
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23. Modification.
No waiver, alteration, modification of any of the provisions of this Agreement shall be binding unless
in writing and signed by a duly authorized representative of the City and the Consultant.
24. Notices.
All notices or other communications required or permitted under this Agreement shall be in writing
and shall be (a) personally delivered, in which case the notice or communication shall be deemed given
on the date of receipt at the office of the addressee; (b) sent by registered or certified mail, postage
prepaid, return receipt requested, in which case the notice or communication shall be deemed given
three (3) business days after the date of deposit in the United States mail; or (c) sent by overnight
delivery using a nationally recognized overnight courier service, in which case the notice or
communication shall be deemed given one business day after the date of deposit with such courier. In
addition, all notices shall also be emailed, however, email does not substitute for an official notice.
Notices shall be sent to the following addresses:
Notices to the City of Port Orchard shall be sent to the following address:
City Clerk
City of Port Orchard
216 Prospect Street
Port Orchard, Washington 98366
BwaIlace@cityofportorchard.us
Phone:360.876.4407 Fax: 360.895.9029
Notices to the Consultant shall be sent to the following address:
KCI Technologies Inc.
Ridgebrook Kd.
Sparks, MD 21152
Phone No.: 443-534-2908
Email: Heidi. Hammel@kci.com
25. Resolution of Disputes; Governing Law.
A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions
contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the
term or provision's true intent or meaning. The Mayor shall also decide all questions which may arise
between the parties relative to the actual services provided or to the sufficiency of the performance
hereunder.
B. If any dispute arises between the City and the Consultant under any of the provisions
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of this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if
the Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any
resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
C. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. In any suit or action instituted to enforce any right granted in this Agreement,
the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable
attorneys' fees from the other Party.
26. Compliance with Laws.
The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that
are now effective or become applicable during the term of this Agreement to Consultant's business,
equipment, and personnel engaged in operations covered by this Agreement or accruing out of the
performance of such operations.
27. Title VI.
The City of Port Orchard, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42
U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation
subtitle A, Office of the Secretary, Part 21, nondiscrimination in federally assisted programs of the
Department of Transportation issued pursuant to such Act, must affirmatively insure that its contracts
comply with these regulations.
Therefore, during the performance of this Agreement, the Consultant, for itself, its assignees, and
successors in interest agrees as follows:
A. Compliance with Regulations. The Consultant will comply with the Acts and the
Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of
Transportation, Federal Highway Administration (FHWA), as they may be amended from time to time,
which are herein incorporated by reference and made a part of this Agreement.
B. Nondiscrimination. The Consultant, with regard to the work performed by it during this
Agreement, will 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 procurements of
materials and leases of equipment. The Consultant will not participate directly or indirectly in the
discrimination prohibited by the Acts and the Regulations as set forth in Appendix A, attached hereto
and incorporated herein by this reference, including employment practices when this Agreement
covers any activity, project, or program set forth in Appendix B of 49 C.F.R. part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all
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solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be
performed under a subcontract, including procurements of materials, or leases of equipment, each
potential subcontractor or supplier will be notified by the Consultant of the Consultant's obligations
under this Agreement and the Acts and the Regulations relative to Non-discrimination on the grounds
of race, color, national origin, sex, age, disability, income -level, or LEP.
D. Information and Reports. The Consultant will provide all information and reports
required by the Acts, the Regulations and directives issued pursuant thereto and will permit access to
its books, records, accounts, other sources of information, and its facilities as may be determined by
the City or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and
instructions. Where any information required of the Consultant is in the exclusive possession of
another who fails or refuses to furnish the information, the Consultant will so certify to the City or the
FHWA, as appropriate, and will set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance. In the event of the Consultant's noncompliance with the
non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or
the FHWA may determine to be appropriate, including, but not limited to:
i. withholding payments to the Consultant under the Agreement until the contractor
complies; and/or
ii. cancelling, terminating, or suspending the Agreement, in whole or in part.
F. Incorporation of Provisions. The Consultant will include the provisions of paragraphs one
through six in every subcontract, including procurements of materials and leases of equipment, unless
exempt by the Acts, the Regulations and directives issued pursuant thereto. The Consultant will take
action with respect to any subcontract or procurement as the City or the FHWA may direct as a means
of enforcing such provisions including sanctions for noncompliance. Provided, that if the Consultant
becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such
direction, the Consultant may request the City to enter into any litigation to protect the interests of the
City. In addition, the Consultant may request the United States to enter into the litigation to protect
the interests of the United States.
28. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall constitute an
original, and all of which will together constitute this one Agreement.
29. Severability.
Any provision or part of this Agreement held to be void or unenforceable under any law or regulation
shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the
City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken
City of Port Orchard and KCI Technologies, Inc
Professional Service Agreement Contract No. C079-22
Asset Management Program Strategic Planning Phase Consultant
Page 13 of 17
Updated 4/2022 IBDR
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provision or part with a valid and enforceable provision that comes as close as reasonably possible to
expressing the intent of the stricken provision.
IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the
dates listed below.
CONSULTANT
KCI Technologies, Inc.
By:
Title: Vice President
Date: 8/4/2022
CITY OF PORT ORCHARD
City of Port Orchard and KCI Technologies, Inc
Professional Service Agreement Contract No. C079-22
Asset Management Program Strategic Planning Phase Consultant
DocuSigned by:
Pbt*f P4MAA SW. ,
By: ae �
Robert Putaansuu, Mayor
Date: August 10, 2022
ATTEST/AUTHENTICATE
DocuSigned by:
1NAUAtt
Brandy Wallace, MMC, City Clerk
APPROVED AS TO FORM
DocuSigned by:
�� _ _
Port Orchard City Attorney's Office
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SEAL
A. -
W e m•.k4d
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EXHIBIT A
Scope of Services to be Provided by Consultant. The Consultant shall furnish services including, but
not limited to, the following outlined here or attached separately.
City of Port Orchard and KCI Technologies, Inc
Professional Service Agreement Contract No. C079-22
Asset Management Program Strategic Planning Phase Consultant
Page 15 of 17
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DocuSign Envelope ID: 2B271B12-F34D-4397-985A-F66D18B567BE Exhibit A
ASSET MANAGEMENT PROGRAM STRATEGIC PLANNING
Scope of Services
Our team is committed to fostering a collaborative work environment to maintain an open and
efficient project delivery environment. This scope of services assumes the City's project manager
will serve as the central coordinator for scheduling meetings, workshops, etc., and will secure
adequate meeting space and resources as needed.
Our scope of services is organized into the following tasks:
• Task 1: Project Initiation, Data Request, and Coordination
• Task 2: Asset Management (AM) Current Practices, AM Policy, and AM Objectives
Development
• Task 3: Asset Management Strategic Plan (SAMP)
• Task 4: Asset Management Software Research and Technical Requirements
The following describes the proposed tasks necessary to complete the scope of work and
schedule:
TASK 1: PROJECT INITIATION, DATA REQUEST, AND COORDINATION
U: PROJECT INITIATION
This task will begin with a formal kickoff meeting with the Project Manager and key stakeholders
within the City. The meeting agenda will include:
• Introductions: The KCI project team and the City's attendees.
• Administrative details: Communication protocols; points of contact; invoicing, etc.
• Review project scope and schedule: Review the plan and identify key City staff to engage in
each workshop/meeting/interview.
• Data request: KCI will facilitate a discussion of the availability of existing
information/documentation that supports project task delivery. Examples include existing
performance measures, the City's Strategic Plan, organization chart, etc.
The project initiation task focuses on identifying the City's Asset Management (AM) project team
and the City providing enough introductory information of team members to bring everyone to a
collective understanding of strategic asset management planning and the associated
development process. The KCI team will provide an asset management "kick-start" session for the
City's AM project team to lay the foundation for the rest of the project.
Core topics to be covered include:
• Strategic Asset Management Plan (SAMP) definition "What is included in a SAMP?"
• Asset Management Plan (AMP) Overview "What does an AMP look like?"
• An overview of what the development process looks like for the City's AM project team.
KCI TECHNOLOGIES, INC. - PROJECT APPROACH
DocuSign Envelope ID: 2B271 B12-F34D-4397-985A-F66D18B567BE
ASSET MANAGEMENT PROGRAM STRATEGIC PLANNING
1.2: DATA REQUEST
The KCI team will begin with a review of business and planning documents requested of and
provided by the City such as:
• Strategic plans
• Performance Measures documentation
• Operational & Maintenance plans
• Organizational charts
• SOPs
• Monthly performance reports
• Other documentation of existing information systems and business processes relevant to
the project.
The documents listed above provide KCI with a clearer picture of how the City operates, how the
City delivers services to customers/citizens, and the stewardship of its asset investments.
1.3: PROJECT COORDINATION
KCI's project manager will work closely with both the City's project manager and the KCI team
members to confirm all tasks are completed on schedule, within budget, and of high quality. The
project manager is responsible for submitting project deliverables and will perform these key
activities:
• Prepare monthly progress reports and submit to the City monthly. The report documents
work accomplishments, percent complete, planned activity, issues for resolution, and the
project's financial status.
• Conduct Bi-Weekly meetings with the City's project manager and appropriate
stakeholders.
• Maintain the project schedule and update only after discussion of the project schedule with
the City's project manager and submit the updated project schedule to the City's project
manager.
• Coordination of various workshops, interviews, and review sessions.
Deliverables
• Kickoff meeting and meeting minutes (MS Word)
• SAMP definition presentation (MS PowerPoint)
• AMP Overview presentation (MS PowerPoint)
• Invoice and Progress monthly reports (PDF)
KCI TECHNOLOGIES, INC. - PROJECT APPROACH 5
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ASSET MANAGEMENT PROGRAM STRATEGIC PLANNING
TASK 2: AM CURRENT PRACTICES, AM POLICY, AND AM OBJECTIVES
2.1: CURRENT ASSET MANAGEMENT PRACTICES
To understand where you are going, you first need to know what your intended destination is.
Therefore, in a workshop setting, the KCI team will facilitate discussions centered around the
City's managers and staff current understanding of asset management principles and concepts.
The KCI team will ask AM relevant questions, document the discussion, and identify AM maturity
gaps.
2.2: ASSET MANAGEMENT POLICY AND AM OBJECTIVES DEVELOPMENT
The KCI team develops and documents the following foundational elements of a SAMP: an asset
management policy, objectives, and strategies. The AM Policy is typically a one -to -three -page
document that lays out priorities, commitments, and support required by City directors and
elected officials. The AM Policy is critical to the development and continued support and funding
required to sustain the development of an Asset Management Program. KCI will facilitate
workshops to review the City's and Management's vision and AM goals. The objectives and
strategies are more tactical and begin unfolding how the City will meet the vision for the AM
Program. Examples will be shared with the City to foster conversation, AM policy, objectives, and
strategies defined by the City will guide development of the AM framework. During this work
session, the group will also discuss potential barriers and roadblocks, which can influence asset
management decision -making.
411 Ali 4 CII] &I4;tl Ili 3
KCI will facilitate levels of service (LOS) workshops consisting of key stakeholder groups from each
of the City's RFP defined "Service Profiles'; an informational LOS presentation will kick off each of
the workshops. KCI will compile and organize the input from each workshop to produce draft
Levels of Service. KCI and the management team will review and adjust as needed to align with the
City's vision.
Deliverables
• Stakeholder interview notes (MS Word)
• Draft AM Policy and presentation (MS PowerPoint)
• Draft AM Objectives and presentation (MS PowerPoint)
• Draft Levels of Service and presentation (MS Word)
TASK 3: STRATEGIC ASSET MANAGEMENT PLAN (SAMP)
3.1: ASSET MANAGEMENT FRAMEWORK
This task aims to build upon the current way of doing business and envelop it in a strategic, written
framework. The Institute of Asset Management (IAM) provides suggested content guidelines for
SAMPs, which will be used to guide the development of the AM Framework for the City. The KCI
team will work collaboratively with the City's project team to build upon the work performed in
previous tasks to produce an initial framework in line with IAM guidelines. The KCI team will step
through the process of developing the framework over the course of four work sessions. Existing
documentation, GIS information, and institutional knowledge within the KCI team will be leveraged
to prepare materials in advance of the work sessions. Each session's focus will align with core
framework elements:
KCI TECHNOLOGIES, INC. - PROJECT APPROACH
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ASSET MANAGEMENT PROGRAM STRATEGIC PLANNING
Current asset management
maturity and asset management
capabilities (enablers)
Current state of assets
Performance measures aligned
Lwith Levels of Service
Meetings
information management and technology
business area and elements and identified
baseline score.
Summary of the asset portfolio, identified
feature classes, field characteristics, asset
attribution (quantity and quality) for each of
the existing GIS feature classes.
LOS and Performance Measures Framework
including performance measure examples.
• Stakeholder interviews (3, 2-hour)
• Asset portfolio discussion meeting (2 hours)
Deliverables
• Stakeholder interview notes (MS Word)
• LOS and Performance Measure Framework (MS Excel)
3.2: ASSET INVENTORY
2-hour
2-hour
KCI will reference observations from the "Asset portfolio summary' document as a starting point
for this task. KCI will review asset data to gain understanding the current state of the assets as it
relates to inventory, condition, and attribute completeness/accuracy. The inventory of record for
the City is stored in Asset Panda's database. In addition, SeeClickFix is currently being used for
public engagement and contains some work order data, which will be leveraged to assess asset
performance and past maintenance costs. Asset data that resides in non -conforming ODBC data
formats will be summarized in the narrative summary. KCI will assess the various GIS data sources
with the goal of identifying attribution gaps, however, if a data source shows inconsistent data
attribution and or is void of valid proportional attribution, KCI may not have the ability to identify all
the asset -specific data gaps. This task aims to answer the core question of What do I own? And
where is it?
Deliverables
• Asset Inventory narrative overview (MS Word)
• Summary Table of GIS data assessment and gaps (MS Word)
3.3: OVERVIEW CONDITION ASSESSMENT AND REMAINING USEFUL LIFE
KCI's methodology aligns with industry standards and is used as the basis for quantifying remaining
useful life. KCI will make a request to the City's project manager for all relevant existing
documentation related to inspection and condition procedures. KCI will review and analyze
documents provided by the City and include relevant examples in the Condition Workshop. KCI will
facilitate a 2-hour Condition Overview Workshop to inform management and staff on AM best
practices as they relate to the condition. KCI will also include the steps to performing a "desktop"
condition assessment. The workshop will include an overview presentation, City examples, and
other examples from other organizations, and collaboratively develop initiatives to prepare and
close the City's gaps.
KCI TECHNOLOGIES, INC. - PROJECT APPROACH
DocuSign Envelope ID: 2B271 B12-F34D-4397-985A-F66D18B567BE
ASSET MANAGEMENT PROGRAM STRATEGIC PLANNING
Deliverables
• Condition Overview Presentation (MS PowerPoint)
• Documentation of the draft initiatives developed in the workshop (MS Word)
3.4: LIFECYCLE MANAGEMENT STRATEGY
KCI will facilitate a 3-hour workshop on Lifecycle Management Strategy. KCI will provide an
overview of what a Lifecycle Management Strategy is and how they apply to the City. Typical
Iifecycle management strategies are: Run to failure, Routine inspection, Preventive, Risk -Based,
etc. In a workshop setting, we will identify the City's current Iifecycle management as well as
identify the City's preferred strategy. This will help guide KCI in developing a plan that will move the
City from its current state to a more proactive state. KCI will also provide guidance on default
attributes for an asset.
Deliverables
• Workshop Agenda
• Overview Presentation (MS PowerPoint)
• Current and Future Identified Lifecycle Management Strategies by Asset (MS Word)
3.5: STRATEGIC INITIATIVES AND ROADMAP
Over the course of this project all types of information and data were collected, through
interviews, document requests, observation data, and City staff input. The KCI team will draft a
series of implementation initiatives to share, discuss, and refine with the City. KCI will facilitate
this strategically focused workshop to review and prioritize. Initiatives will be evaluated based on
expected short and near -term benefits (i.e., cost, efficiency, levels of service, regulatory
compliance, and stewardship) to the City, as well as alignment with asset management best
practices, vision, and the City's strategic goals.
The Roadmap will include the initiatives, initiative description, priority, qualitative planning time,
and level of effort. Implementation initiatives documented at the end of the SAMP will also guide
the City in the next steps of the asset management journey, progressing toward a data -driven,
defensible, and sustainable City-wide improvement in data accuracy.
Meetings:
• Framework workshops (4, 2-hour)
• Review Session 0 hour)
Deliverables
• Roadmap - Final Initiatives List (MS Word)
3.6: SAMP DEVELOPMENT
A culmination of all previous work will be reflected in the SAMP, KCI will develop a Draft and Final
Strategic Asset Management Plan (SAMP)for the City. The table of contents is anticipated to
include the following sections:
1. Introduction to Asset Management
2. The Asset Management Program
KCI TECHNOLOGIES, INC. - PROJECT APPROACH
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ASSET MANAGEMENT PROGRAM STRATEGIC PLANNING
a. Purpose, goals, and objectives
b. Stakeholders
3. Levels of Service and Performance Management
4. Asset Inventory
5. Current State of the Assets
6. Lifecycle Management Strategies
7. Roadmap Initiatives
KCI will deliver a draft SAMP document for City review. A review session will be facilitated to walk
through the document and solicit feedback from the City. A final SAMP will be developed
incorporating feedback and delivered to the City.
Deliverables
• Draft SAMP (MS Word)
• Working SAMP review session(s)
• Strategic Asset Management Plan (SAMP) document (MS Word)
TASK 4: ASSET MANAGEMENT SOFTWARE REQUIREMENTS
4.1: ASSET MANAGEMENT SOFTWARE TECHNICAL REQUIREMENTS
The implementation of Asset Management Software will affect many users within the City, whether
they work with it on a day-to-day basis, provide inputs to the system, or receive reports from the
system. In addition, there are capabilities and functions that could improve current business
practices and provide data to improve decision -making. It is important to not only capture existing
requirements, but also explore those "nice to have" items that would help users in performing their
job functions. By interviewing staff and leveraging lessons learned from other municipalities, KCI
will develop a set of core software requirements that categorizes and prioritizes the requirements.
Cataloging requirements in an Excel spreadsheet with tabs for each category is the easiest
method to review, reference, and augment them. In addition, columns may be added for the
software vendors to directly respond to each functionality and the vendor scoring may be
performed directly in the spreadsheet, which provides a single source for requirements, vendor
responses, and scoring matrix for evaluation. Candidate functional requirement categories
include:
• Work Order Management
• Service Requests
• Mobile
• Inspections
• Warehousing
• Preventive Maintenance
• Reporting / Dashboarding
• GIS / Mapping
• Lifecycle Management
Technical requirements refer to those requirements related to the system such as system
architecture, database, authentication, cloud versus on -premises, disaster recovery, integration
patterns, service level agreements, software version compatibility, etc. If the City does not prefer
cloud hosted versus an on -premises implementation, then tabs could be created for each option
KCI TECHNOLOGIES, INC. - PROJECT APPROACH
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ASSET MANAGEMENT PROGRAM STRATEGIC PLANNING
and the relevant requirements. The KCI team has several versions of starting requirements to use
for discussion to leverage previous lessons learned.
KCI will facilitate two 2-hour work sessions to identify requirements for an Asset Management
System. From these meetings, a list of requirements will be developed and reviewed with City
stakeholders. Once the requirements are finalized, KCI will assist with the identification of 2-3
software candidates for the City to consider further reviewing, arranging for demonstrations and
ultimately selecting for implementation.
Deliverables
• Stakeholder interviews (2, 2-hour)
• AM Software Requirements document (MS Excel)
• Review session
• 2-3 Asset Management System software candidates
Schedule
The KCI team estimates this project to be five (5) months in duration depending upon City
availability and schedule. The graphic below gives the City an idea of the sequencing and duration
of tasks.
Task 1: Project Initiation and Coordination
135
8/15/22
12/31/22
1.1 Project Initiation Kickoff Meeting onsite
1.2 Data Request
1.3 Project Management, Coordination & Reporting
Task 2: AM Current Practices, AM Policy, and AM Objectives
36
8/24/22
9/30/22
2.1 Asset Management Current Practices
2.2 Draft Asset Management Policy & AM Objectives
2.3 Levels of Service
Task 3: Asset Management Strategic Plan (SAMP)
75
1013/22
12/15/22
3.1 Asset Management Framework
3.2 Asset Inventory
3.3 Overview Condition Assessment and Remail Useful Life
3.4 Lifec cle Management Strategy
3.5 Strategic Iniativies and Roadma
3.65AMP Development
4.1 Asset Management Software Technical Requirements
1
Cost
The fee for the scope of services is as follows:
Task 1: Project Initiation and Coordination
$13,923.20
Task 2: AM Current Practices, AM Policy, and AM Objectives
$19,994.60
Task 3: Asset Management Strategic Plan (SAMP)
$55,377.80
Task 4: Asset Management Software Requirements
$10,637.20
Cost Estimate Total
$99,932.80
KCI TECHNOLOGIES, INC. - PROJECT APPROACH 10
DocuSign Envelope ID: 2B271 B12-F34D-4397-985A-F66D18B567BE
EXHIBIT B
Rates for Services to be Provided bV Consultant. The Consultant shall furnish the services in accordance
with the rates specified below or attached hereto, as Exhibit B.
City of Port Orchard and KCI Technologies, Inc
Professional Service Agreement Contract No. C079-22
Asset Management Program Strategic Planning Phase Consultant
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Exhibit B
Consultant Fee Determination Summary
Company:
KCI Technologies, Inc.
Client:
City of Port Orchard
Project:
Project: Asset Management Program Strategic
Planning
Job #:
Date:
August 2, 2022
File Name:
Contract Type:
Billing Rate Schedule
Consultant Fee Determination
DIRECT SALARY COST
Classification -Job Title
Hours
Hourly Rate
Amount
Sr. Project Manager
219
$176.40
$ 38,631.60
Business Analyst
203
$133.00
$ 26,999.00
Data & Analytics Manager
70
$166.60
$ 11,662.00
Sr. Data Analyst
83
$144.20
$ 11,968.60
Sr. Business Analyst
34
$162.40
$ 5,521.60
TOTAL SALARY COST
REIMBURSEABLE EXPENSES
Total Salary Cost: $ 94,782.80
Reimbursable Expenses
Amount
Copies, Printing, etc.:
$
0.00
Mileage:
$
0.00
Airfare:
$
525.00
Lodging:
$
1,912.00
Meals
$
798.00
Rental Car
$
1540.00
Rental Car Gas
$
375.00
Expense Subtotal:
$
5,150.00
SUBTOTAL (SALARY AND EXPENSES)
$ 99,932.80
Total Estimated Budget: $ 99,932.80
DocuSign Envelope ID: 2B271 B12-F34D-4397-985A-F66D18B567BE
APPENDIX A
During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in
interest agrees to comply with the following non-discrimination statutes and authorities; including
but not limited to:
Pertinent Non -Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 C.F.R. 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 the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 C.F.R. 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 USC§ 471, Section 4 7123), 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.P.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;
City of Port Orchard and KCI Technologies, Inc
Professional Service Agreement Contract No. C079-22
Asset Management Program Strategic Planning Phase Consultant
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• Executive Order 13166, Improving Access to Services for Persons 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 that LEP persons 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).
City of Port Orchard and KCI Technologies, Inc
Professional Service Agreement Contract No. C079-22
Asset Management Program Strategic Planning Phase Consultant
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