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HomeMy WebLinkAbout07/18/2007 AGENDA m.,. ~ FILE @Olf\! @O -~ CITY COUNCil 345 6th Street, Suite 600, Bremerton, WA 98337-1873 0 (360) 473-5280 JULY 18, 2007 CITY COUNCil MEETING AGENDA 1. PRE-COUNCIL STUDY SESSION: 5:00 - 5:30 PM in COUNCil CONFERENCE ROOM 603 A. General Council Business 2. CALL TO ORDER: 5:30 P.M. in CHAMBERS lOCATED ON FIRST FLOOR A. Pledge of Allegiance B. Invocation 3. MAYOR'S REPORT 4. PUBLIC RECOGNITION & ANNOUNCEMENTS 5. CONSENT AGENDA A. Claims & Check Register (#AB07-168) B. Minutes of Meeting - July 11, 2007 (#AB07-169) C. Reappointment of Linda Streissguth to the Planning Commission (#AB07-170) D. Contract Award for Glenn Jarstad Aquatic Center Pool Tank Renovation (#AB07-171) E. Purchase of 12 replacement Mobile Computer Terminals (MCTs) and software for Police vehicles (#AB07-172) F. Purchase of a refurbished complete rotating assembly (screw conveyor & bowl) for the existing Humboldt S3-01 Centrifuge at the Westside Wastewater Treatment Plant (#AB07- 173) G. Purchase of 8 Spring City style street lights for Pacific Avenue (#AB07-174) H. Approval of PSA with HDR/FISHPRO for design of the Brentwood Drive Fish Passage Culvert Project (#AB07-175) I. Sole source contract with NORTHWIND MARINE of Seattle for refurbishment work on Fire Department Rescue Boat (#AB07-176) ,/ J. Ordinance No. 5017, amending Chapter 9.48 of the Bremerton Municipal Code (BMC) relating to Permits for Public Displays of Fireworks (#AB07-177) K. Ordinance No. 5019, approving the Reimbursement Agreement with GEM1 LLC for the West 580 Zone (#AB07-178) L. Settlement Agreement and Release between the City of Bremerton and Scott Alexander and Daryl Matheny (#AB07 -179) M. Budget Adjustment of $13,100 to Parks & Recreation for the purchase of furniture and minor equipment for use at Harborside Fountain Park (#AB07-180) CONTINUED ON BACK... II Americans with Disabilities Act (ADA) accommodations provided upon request. Those requiring special accommodations should contact the City Clerk's Office at (360) 473-5323 by noon on the Monday preceding the Council meeting. 6. GENERAL BUSINESS A. Ordinance No. 5018, creating a new Bremerton Municipal Code (BMC) Chapter 10.42 regarding regulating and using photo enforcement devices (#AB07-181) B. Contract with REDFLEX TRAFFIC SYSTEMS for Photo Enforcement (#AB07-182) 7. COUNCIL MEMBER REPORTS 8. ADJOURNMENT OF CITY COUNCIL BUSINESS MEETING m Americans with Disabilities Act (ADA) accommodations provided uporyrequest. Those requiring special accommodations should contact the City Clerk's Office at (360) 473-5323 by noon on the Monday preceding the Council meeting. PLANNING SEWER CONNECTIVITY PSC 18 July 2007 Dear Members of the Bremerton City Council I come before you as a lifelong resident of both the City of Bremerton and Kitsap County and as a real estate consultant. My purpose is to encourage you to create and enforce long-range planning for sewer connectivity to adjacent properties when issuing building permits to current projects. The Washington State Growth Management Act (GMA) is now over 15 years old in Kitsap County. The GMA requires growth to be within the urban growth boundaries (UGA). The act also requires the following elements: "Counties, in consultation with their cities, are required to contain the following elements: land use, transportation, housing, capital facilities, utilities, shorelines, and rural (for counties)." "Within urban growth areas, all new residential subdivisions, single-family or multi- family developments are required to provide an urban level of sanitary sewer service for all proposed dwelling units." Adopted 12 Dec 2006 This is Kitsap County "footnote rule 48". This rule almost stops growth within the UGA without sewer service. This makes infill growth impossible ifthere are no sewer hookup easements available inside UGAs. In my attached handouts are just two examples within the city where future connectivity could easily be provided. In order to make the GMA work, long-range planning needs to provide easements and stubouts to adjacent private properties for sewer, water and utility stub outs. Footnotes: 1. The Washington State Growth Management Act: An Overview, GMA passed in 1990. 2. Kitsap County Communidy Development Code, adopted 12 December 2006 John M. 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Please I r !Il repat all errors or L _ -i j omissions to Bob Elsen, ,f <:73-5274 " '/ <3" i!i Date Printed ~I 11/14105 'mill I" I ,i SHEET NUMBER "C2iii\~ ____,l~i~]~ II.C.......".'01~" 0...0"'''._''"'''.''''.".....".....-.._.................''....,.. . 81aJ City of Ii! Bremerton ilSanitary Sewe :~'di Maps -- -----,.:' :! legend ii' SeWN Mains !i; :~(n= ~~50~~~"~'''c~-- t ('J c R- r!-( 1/ 1710 Iii 'il 'II ~ (( I L'--=-~ . ------- I _____0__...__ I I I ----- ~.-.---- -____n._____ ----- ----~--- !!I '.,'1 d i! W Fl rE. IZ. 5 H Eo ffJ..oP. :11 iii iil ii! iil 'p..___ II ii' I ;,i 'Ie ' ./ :il C I / L-\ ~; (...~v ~iys'; 1 ~, I 1:1611, i! jii Pump Sial ion' II! Iii i'i: ~,...~"'"."' I:; I H' III 1,! ,I H~ ~ Q. -- --""'mP'~"'9 ~ Ii ,II II II II '19 J:1: , Dala shown is based n. I on best available ~ i~ information. Please ; ~~~,~':,~::,e;~o~~)~' [I,en Wi 473-52l4 ../- '~! I Iii ,ti~ fli~ n I I I , L-..._J TI:lY t.ot " 03 1711 iii "I I:, "I ill Ii 'ii :,, I:' ,i ,II :!I ',I,,' 1; 1:1 iii :'1 3710 :li u: Iii !ii :i iii :1 J . ,"'",Co~~", L'D ~ ~...n"..r, .,,,,,,. '" {) S""m~"~,.,,.. C-j..,..," LJP,""~""'l"'" Date Printed 11/14/05 ~~,.;;;.'":.",~ :,J .~",';:;"" "A"", "'" ro. "'., ]" "", """AO\ "",... _."" n.' _..... ".. .......,..,. ~,"" DATE SUBMITTED: BILL # D"7-1lo 6 AGENDA BILL CITY OF BREMERTON CITY COUNCIL 5A ..a.aa.........a...........a...am................................am.aGE...Deem......DsBm SUBJECT: Committee Meeting Date: COUNCIL MEETING Date: July 18, 2007 Department: Financial Services Presenter: Cathy Johnson Phone: 473-5296 SUMMARY: Consent Agenda item. Approval of checks and electronic fund transfers. ATTACHMENTS: FISCAL IMPACTS (Include Budgeted Amount): APPROVALS: DEPARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MAYOR: COMMITTEE CHAIR COUNCIL PRESIDENT: CONSENT AGENDA D GENERAL BUSINESS D PUBLIC HEARING D RECOMMENDED MOTION: Move to Approve I) Check #'s 318092 through 318232 and EFT's 7247 through 7258 in the amount of $810,208.38. 2) Regular Payroll for the pay period ending in the amount of COUNCIL ACTION: D Approve D Deny D Table D Continue D No Action DATE SUBMITTED: JV\Y l:t) :;Lo07 AGENDA BILL CITY OF BREMERTON CITY COUNCIL BILL # 07- /C,Cf 5& ......................................................................................., SUBJECT: City Council Meeting Minutes for meeting of ::N ll( 1', :;"007 Committee Meeting Date: COUNCIL MEETING Date: Department: Presenter: N/A Tv(~ I~ i -;:)007 City ounci( Will Maupin, Council President (360) 473-5280 Phone: SUMMARY: Attached is a summary of the City Council Meeting held :Jv\'1 \\ I ;;LOO/. ATTACHMENTS: Meeting Minutes for .J\J\'1 1\, J....OOI FISCAL IMP ACTS (Include Budgeted Amount): N/ A APPROV ALS: DEPARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MAYOR: Council President N/A N/A N/A COMMITTEE CHAIR COUNCIL PRESIDENT: ;;tlefJ?l/?~ \ ' CONSENT AGENDA G:r GENERAL BUSINESS 0 PUBLIC HEARING 0 RECOMMENDED MOTION: Move to approve the Consent Agenda as presented. COUNCIL ACTION: 0 Approve 0 Deny 0 Table o Continue 0 No Action DIGITAL RECORDING CITY COUNCIL MEETING MINUTES Wednesday, July 11,2007 The weekly meeting of the City Council of the City of Bremerton was called to order in the City Council Chambers, of the NORM DICKS GOVERNMENT CENTER 345 6th Street, Bremerton, Washington, Wednesday, July 11,2007, at 5:30 PM, with Council President Will Maupin presiding. Council members present were Nick Wofford, Carol Arends, Dianne Robinson, Mike Shepherd, Wendy Priest, Adam Brockus, Cecil McConnell, and Brad Gehring. Also present were City Attorney Roger Lubovich and Legislative Assistant Lori Smith. The Pledge of Allegiance was led by Council Member Brad Gehrina followed by the invocation provided by Pastor Roaer Henniaan of Apostolic Life Tabernacle. President Maupin announced that a Pre-Council Study Session was held from 5:00 to 5:30 PM in the Council Conference Room to discuss General Council Business; and to hear a request to "Approve a Public Display of Fireworks on July 14, 2007 at Miller Woodlawn Memorial Park". Action is anticipated on this item at tonight's meeting. PUBLIC RECOGNITION & ANNOUNCEMENTS Nick Wofford invited the public to attend the Joint Open House and share their thoughts about the City's 3 ongoing planning projects: the Downtown Sub Area Plan, the Parks Master Plan, and the Non-Motorized Transportation Plan on Thursday, July 12 from 5:30 to 7:30 PM here in the Chambers. Brad Gehrina discussed the arrival of the "Dignity Memorial Vietnam Wall", a traveling, %-scale replica of the Vietnam Veterans Memorial in Washington DC, at the Miller Woodlawn Funeral Home and Memorial Park this weekend from July 13th through the 15th, which includes a concert by the Brothers Four and a fireworks display as part of the event on Saturday, July 14. He added that he enjoyed Jr. Cadillac at the Concert on the Boardwalk last Friday; and reminded everyone to hydrate and drink lots of water during the hot weather. Cecil McConnell directed people to contact the Kitsap County Department of Emergency Management at (360) 307-5870 if they have concerns regarding the hot weather, and noted several "cooling areas" where citizens can go to stay cool, including the Kitsap Regional Library located at 1301 Sylvan Way, and the Frances Morgan Center located at 3423 6th Street, in addition to movie theaters, grocery stores, and even the Kitsap Mall. Wendy Priest reminded the public about the 10-month road closure at Burwell Street from Warren to Pacific Avenue beginning next Wednesday, July 18 due to Phase I of the Bremerton tunnel project; and also Jimmy Free's Friends would be the next band to playa free Concert on the Boardwalk on Friday, July 13 from 6:00 to 8:00 PM. Adam Brockus provided information for parking and attending the "Opening Celebration" of the new Tacoma Narrows Bridge on Sunday, July 15 which will include a 5-k Bridge Run/Walk at 8:00 AM, the Ribbon Cutting & Dedication at 1 :30 PM, and other festivities throughout the day until 4:00 PM. He established that WSDOT will begin collecting tolls the next day at 4:00 AM on Monday, July 16. Dianne Robinson encouraged parents to bring their children to the Reading Adventure Program hosted by the African American Museum located at 1204 Park Avenue every Tuesday and Thursday from 10:00 AM to 12:00 Noon; and noted they will also include several visits to the downtown library throughout the summer. Rewards will be provided for reading accomplishments. Mike Shepherd announced that The Wind Jammers will perform at the next "Tuesday Nights in the Park" concert series on July 17 from 6:00 to 8:00 PM at Evergreen Rotary Park next to the area where the Bremerton Farmer's Market is held every Thursday. City Council Reg. Mtg. Minutes Wednesday, July 11, 2007 Page 2 of 2 Carol Arends mentioned that although she did not have an announcement, she very much enjoyed the First Friday Art Walk activities held downtown last week. Rov Runvon announced that Seattle Mayor Greg Nickels would be in Bremerton for the "Leading the Way to Clean" event sponsored by the Kitsap Economic Development Alliance and Olympic College on Monday, July 23 from 8:30 to 10:00 AM in the Fountain Room at Harborside Fountain Park; commented that he appreciates the labels identifying the plants at the new Harborside Fountain Park, but would like to see the same type of labels to identify some of the unique rocks found at the park; he would like to see a tele-working center in downtown Bremerton to enhance the quality of life for workers and a small business incubator or facility to provide resources and support for small business entrepreneurs in one place. Lastly, he suggested that the City negotiate a share of the moorage fees with the Port of Bremerton to help fund City infrastructure. CONSENT AGENDA A. Check Numbers 317833 through 318091; and EFT-7225 through EFT-7246 in the amount of $3,603,638.69 for the period ending June 30,2007; Regular Payroll in the amount of $701,037.66 for the pay period ending June 30, 2007 (#AB07 -165) B. Minutes of Meeting - July 2,2007 (#AB07-166) C. Approval of Public Display of Fireworks on July 14, 2007 at Miller Woodlawn Memorial Park (#AB07-167) There were no comments from the public. 05:44:15 M/S/C/U (Priest/Arends) Move to approve the CONSENT AGENDA as presented. With no further business, President Maupin adjourned the Council Meeting at 5:45 PM. The Council reconvened in the Council Conference Room for a STUDY SESSION to hear presentations on upcoming agenda items. p~~;~t ./ L I MITH Legislative Assistant Attest: PAULA JOHNSTON, City Clerk WILL MAUPIN, City Council President WM:PJ:ls:cg DATE SUBMITTED: July 12,2007 AGENDA BILL CITY OF BREMERTON CITY COUNCIL 61'\) gJr 07 - 170 · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · . . . . . . . . . . . . . . S(,. . . . I SUB.JECT: Reappointment to the Planning Commission. t...iV\clCl 5t'rtiSSjtAfu Committee Meeting Date: COUNCIL MEETING Date: July 18,2007 Department: Executive Presenter: Mayor Bozeman Phone: 473-5266 SUMMARY: Linda Streissguth's term on the Planning Commission will expire on July 30, 2007 and it is recommended she be reappointed to the Planning Commission. A TT ACHMENTS: Application for reappointment available in the Mayor's office. FISCAL IMPACTS (Include Budgeted Amount): N/A APPROV ALS: DEPARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: e ~ MAYOR: -.l ;_-: -, FISCAL/BUDGET: OPERATIONS: COUNCIL PRESIDENT: I CONSENT AGENDA J?I RECOMMENDED MOTION: Move to confirm the reappointment of Linda Streissguth to the Planning Commission. COUNCIL ACTION: ~ Approve 0 Deny 0 Table o Continue 0 No Action DATE SUBMITTED: July 3,2007 AGENDA BILL CITY OF BREMERTON CITY COUNCIL 6iOM'07- 17( 51> ........................................................................................... SUBJECT: Glenn Jarstad Aquatic Center Pool Tank Renovation Contract A ward. Committee Meeting Date: COUNCIL MEETING Date: Department: Presenter: Phone: July II, 2007 July 18, 2007 Parks & Recreation Jeff Elevado 473-5428 SUMMARY: Sealed bids for the project titled "Glenn Jarstad Aquatic Center Pool Tank Renovation" were opened on July 9,2007. The estimate for the project is $100,000.00. -1- bid was received for this project. Orca Pacific. Inc. was the lowest responsive, responsible bidder with a bid amount of $ 108.545.70 (including sales tax). A TT ACHMENTS: Council Summary & Bid Tabulation FISCAL IMPACTS (Include Budgeted Amount): This project is identified in the 2007 Parks & Recreation Departments Capital Improvement Plan and is budgeted for in the 2007 Capital Improvement Budget. APPROV ALS: DEP ARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: (4_ . c.., ww\ V\'\ l:l+'e.e~ .~ ~~#(~ RECOMMENDED MOTION: ~ Move to award a contract in the amount of$108.545.70 (including sales tax) to Orca Pacific, Inc. to provide materials and labor to renovate the pool tank at the Glenn Jarstad Aquatic Center as specified and authorize the Mayor to finalize and execute the necessary contract documents for completion of this project. I CONSENT AGENDA )&1 COUNCIL PRESIDENT: COUNCIL ACTION: D Approve D Deny D Table D Continue D No Action COUNCIL SUMMARY Glenn Jarstad Aquatic Center Pool Tank Renovation Contract Summary: This contract provides for the repair and renovation of the pool tank and tank fixtures at the Glenn Jarstad Aquatic Center. The existing plaster tank was lined with a PVC liner in 1993 to address issues with the failing plaster bottom. The liner is now failing is several areas and requires replacement. This project consists of removing the existing liner, repairing damaged areas of plaster, removal and replacement of racing lane and wall target tile, repair of main drains, steps and floor inlets, and application of a final finish coat of plaster to provide a smooth surface, all in accordance with the specifications. Fiscal Summary: This project is budgeted for in the department's 2007 Capital Improvement Budget. CITY OF BREMERTON BID TABULATION \ I BID TITLE:Tf\-iZSTfL~ A-QU~TlL ~~ -r~lA RGNQ\JkTlO,J DATE OPENED: . 7 /09 107 OPENED BY: \ +; l \ I TIME OPENED:-LI '. aD RECORDED BY:~ \ \ [~ ~~ ) \- NAME OF BIDDER BOND ITEM 1 ITEM 2 ITEM 3 ITEM 4 ITEM 5 ITE;M 6 SALES TOTAL \ TAX I fJ ft-u F; c , o R..cf4 . CR 950.n:J 9t;9(.70 . IOrs S'+S.70 . . : , . -- , ! " SUMMARY TOTAL BID COMMENTS APPARENT LOW BIDDER ENGINEE~ ESTIMATE (I~C SALES TAX) $ {Oo GOO \ 00 lo'6 54--5,70 . .. . 1 SECOND LOiN BIDDER THIRD LOW BIDDER Ii DATE SUBMITTED: BILL # 07- /7d- AGENDA BILL CITY OF BREMERTON CITY COUNCIL SE ........................................................................................ SUBJECT: Purchase of 12 replacement Mobile Computer Terminals (MCTs) and software for Police vehicles Committee Meeting Date: July 11, 07 COUNCIL MEETING Date: July 18,07 Department: PW & U Presenter: Bill Eley Phone: 473-5293 SUMMARY: The City plans to purchase 12 Panasonic Toughbook CF74 MCTs and Microsoft Office software to replace 12 Panasonic Toughbook CF27 MCTs. This is part of an ongoing replacement program. The old units are Pentium III technology and they cannot run the latest records software and wireless applications. The purchase is covered by an Inter Local Agreement with the City of Lynnwood, W A who bid their acquisition and awarded the contract to Datec, Inc. This acquisition is included in the expenditure budget oflnformation Technology for 2007. The Microsoft Office software will be licensed through WS DIS using State contract pricing ATTACHMENTS: 1 . Datec Quote 2. Lynnwood ILA 3. Lynnwood Contract 4. State Software Price List Extract FISCAL IMPACTS (Include Budgeted Amount): $50,000 in the 2007 Information Technology Budget for this purpose. APPROV ALS: DEP ARTMENT DIRECTOR CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: COMMITTEE CHAIR COUNCIL PRESIDENT: CONSENT AGENDA 18f GENERAL BUSINESS D PUBLIC HEARING D RECOMMENDED MOTION: Move to approve the purchase of 12 Panasonic Toughbook CF74 MCTs and Microsoft software in the amount 01'$48,979.08 COUNCIL ACTION: D Approve D Deny D Table D Continue D No Action Contact: o R P 0 RAT E D Quote Prepared for: Bob Stein 364 Upland Drive Seattle, WA 98188 Ph 206-575-1470 Fax 206-575-1475 City of Bremerton Bill Eley Quote# 70619001 Date: 06/19/07 Terms: Net 20 Days Validity: 30 Days Part Number Ext. Price Description Qty Unit Price Toughbook 74 Options & Accessories Mounting Hardware D&R CF-74 Charge Guard Lind Intel Core Duo T7300 Centrino 13.3" Transmissive XGA Touch Screen Display protective Film Cover I GB RAM 80GB HDD 56K Modem Ethernet Intel 802.II a+b+g Bluetooth DVD/CDRW AC Adapter Lithium Ion Battery Windows XP SP2 3 Year Limited Warranty 12 $2,850.00 $ 34,200.00 3 Year No Fault Warranty 4 Yeat No Fault Warranty Standard Warranty Extension for 4th Year Extra Protective Display Film Covers 12 $ 250.00 $ 3,000.00 0 $ 620.0 0 $ 280.00 12 $ 75.00 $ 900.00 0 $ 125.00 $ 0 $ 89.00 $ 0 $ 125.00 $ Mounting Tray Charge Guard (optional) DC Power Adapter , " "~,.:..' F'; (.'. .,;&~~" .~~lie'''':*::.o " .~g ;:~1 "'""~;"":"'''''~,,",_\~,.f'~)'li~, t:~..-4"l;~r ~ f .~). '" ""'" ~",Tjj'. ~_ :\!\'''li" ~;'" . Sub Total $ WSST $ Freight $ Total $ 38,100.00 3,352.80 180.00 41,632.80 06/10/2003 TUE 9:34 FAX e ~."'" .. ~ 002/002 ~6/1B/2003 07:32 35047852ee PAGE €I2/e2 COOPERATIVE PURCHASING AGRE8JleklR I G I A I . IIv4l In accordance with I=lCW Chapter 39.34 and to all other applicable laws, The City of Lynnwood and the _ ('...~. of r;3.L .,....,.".-, A .h,.".,.J I hereby agree to cooperative government purchasing agreement for various supplies, materials, equipment and services, using competitively awarded contracts. The following terms and conditions: 1. Each agency, in contracting for the purchase of supplies, materials, equipment and services, agrees at its discretion, to extend contracts for shared use to the extent permitted by law and agreed upon by those parties and vendors. 2. Each agency is responsible for compliance with any additional or varying laws and regulations regarding purchases. 3. Any purchases shall be affected by a purchase ortler from the purchasing agency and directed to thevendor(s). 4. The originating contracting agency does not ac;cept responsibility or liability for the performance of any vendor used by 1he purchasing agency as a result of this agreement. 5. Eaoh agency shall be responsible for the payment of any item(s) purchased through a contract or purchase order that resulted from this Agreement. 6. This Agreement shall remain in force until cancelled in writing by either party. By: Name:~. ,22~ /J1~J~ 6).'~h3. , /' By; City of Lynnwood: Date: Name: .-AI ;lr1UJ /-IJtk & Title: ~U%h~ ~ ~Jndrttd51fj Dale: b f; Title: City of Lynnwood Panasonic Ruggedized Laptops And accessories Contractor: Datec I nc Contact: Alex Almonte, Datec lnc Phone: 206-575-1470 Duration: September 9, 2002 through September 9, 2004 Renewals Options: September 9,2004 to September 9,2006 Competitive Bid Award: Low Bid Advertised: Daily Journal of Commerce, Everett Herald and Tacoma Tribune August 7,2002, August 14, 2002 and August 21,2002 City Contact: City of Lynnwood Nancy Locke, Purchasing & Contracts Manager Phone: 425-670-6602 Email: nlocke@ci.lynnwood.wa.us ADDENDUM ONE City of Lynnwood Contract Title: Panasonic Laptop and Accessories #994 This Agreement is made and executed this 5th day of March 2003, by and between the City of Lynnwood ("Lynn wood"), a Washington Municipal Corporation, and Datec, Inc., ("Contractor") and is an addendum to the contract entered into between Lynnwood and Contractor for Panasonic Laptop Equipment, #994 ("Contract"). IN CONSIDERATION of the promises and mutual covenants contained in the Parties Contract and 111 this Addendum, it is mutually agreed as follows: I. Discount pricing shall be as attached, effective March 5, 2003. 2. Contractor agrees to deeper discount for Model 07, in exchange for increases in discount rates to older model products; and 3. Contractor agrees to no further changes to the discount structure throughout the life of the contract, including all extensions, except and unless for the purpose of discounting further to the favor of the City, the discount structure as attached; above, IN WITNESS WHEREOF, the parties have signed this agreement, effective on the date indicated CITY OF L YNNWOOD CONTRACTOR. Mike McKinnon, Mayor Date: Date: ATTEST i\like Bailey, Finance Director * City of Lynnwood Panasonic Rugged Laptops and Accessories Pricing Effective March 5,2003 ~PPllcable local Sales TalC and freight will be calculated at time of invoice. I Discount from Retail -- Panasonic Tough Books (with and without integrated options). f---- Model 28 including future model upgrades 20 % below retail 1---- % below retail Model 34 including future models upgrades 17 Model 48 including future models upgrades 17 % below retail 1---- Model 72 including future model upgrades 17 % below retail f---- PDRC including future model upgrades 24 % below retail 07 including future model upgrades 17 % below retail Panasonic Laptop Accessories: Panasonic manufacturer laptop 15 % below retail ~~sories for all models named above. THIRD PARTY ACCESSORIES - OPTIONAL discount rates for other third-party accessory products, for which Bidder is a Certified reseller (if any). Discount rates shall be below the standard retail pricing of the manufacturer in effect on the date the Purchase Order is received Optional Third Party Accessory Products Discount Rate Sierra Wireless CDPD Modems Air Card 300 6 % below retail Sierra Wireless CDPD Models - Air Card 750/755 2 % below retail Sierra Wireless CDPD Models - Air Card 350 7 % below retail Sierra Wireless Air Card 350 Booster Module 7 % below retail Sierra Wireless Air Card 250 Booster with GPS 5 % below retail Sierra Wireless CDPD 3 watt MPD200 Modem 5 % below retail Sierra Wireless Dart 200 COPO Wireless Modem 9 % below retail Sierra Wireless Accessories, Software, Training (1 year warranty /accessories) 7 % below retail Gamber Johnson Mounts 19 % below retail Gamber Johnson Accessories (1 year warranty) 19 % below retail ORA Mount 10 % below retail ORA Accesories 10 % below retail LED Co Docking Station 10 % below retail LED Co Accessories (1 year warranty) 10 % below retail Kodiak Mobile Docking Station 12 % below retail Kodiak Mobile Accessories 12 % below retail - L&E Mounts 10 % below retail -- L&E Accessories (1 year warranty) 10 % below retail Enfora Wireless Equipment 5 % below retail '--- 2 Contract Number: 994 OFFER SHEET (paQe 1 of 4) Statement of Business Responsibility Name of Business: Datec Inc Contact Name: Alex Almonte Business Address: 364 Upland Drive Seattle WA 98188 Phone: 206-575-1470 Fax: 206-575-1475 E-Mail: alexa@datecinc.net o Please mark box if you are a Women/Minority business (self designation; does not require certification). Not a consideration in calculation of award o How did you learn of this bid opportunity? _" GovCommerce.net :~ Daily Journal of Commerce Everett Herald ~ Lynnwood Website ., Other 1. FID/SSN: 91-0930538 2. Name of Owner: David Almonte, President 3. Does company maintain general liability insurance: Yes: j'es_ No: General Liability insurance of at least $1,000,000 per occurrence; $1,000,000 aggregate, Combined Single Limit (CSL); Automobile liability of at least $1,000,000 per accident CSL Insurance Broker Name: Ben Franklin - BFIA Insurance Broker Phone: 630-467-2620 Insurance Broker Fax: 630-467-2620 4. Are claims pending against this insurance policy? Yes:_ No:_no 5. Has company been in bankruptcy, reorganization or receivership in the last five years? Yes:_ No:_no_ 6. Has company been disqualified or debarred by any public agency, including the Federal Government, from participation in public contracts? Yes:_ No:_no_ 7. Has the company operated at least the past 2 years without interruption? Yes:~es_ No:_ 8. Is Vendor an Authorized TP3 provider of Panasonic equipment? Yes: ~es_ No:_ a. Please attach the TP3 Authorization from Panasonic. CERTIFICATE ON FILE at L YNNWOOD 9. Buy America Certification: The bidder or Offeror hereby certifies that it will meet the Buy America requirements of 49 USC 53230)(1) and the applicable regulations in 49 CFR Part 661, per conditions stated in the ITB: Sign here to indicate concurrence with Buy America: _signed 3 OFFER SHEET (paQe 2 of 4) Having carefully examined this entire solicitation and all related documents, the undersigned proposes to perform all work in strict compliance this solicitation document and any submitted Offer, for amounts set forth below. Submission of this signed offer is a signed agreement by Offeror to all Terms and Conditions, contract requirements, specifications, and all conditions named herein. Submission by Bidder shall be binding on and become contractual obligations of such bidder. Offers become a contract with all specifications, terms and conditions herein a part of that contract, upon Lynnwood 's co-signing the Offer and returning an Accepted Offer to Bidder. Offers also may become a contract with the State of Washington, upon acceptance of the Offer by the State of Washington. Note: Refer to page 4 for award criteria. NOTE: Initial erasures, cross-outs, changes or corrections. PANASONIC PRODUCTS Specify sources that purchaser may use to routinely obtain the Panasonic manufacturer list price: o Internet (specify): Datec can provide custom internet site with current costs o Company Rep (specify name, phone, e-mail):AlexAlmonte.206-575-1470.alexa@datec.net o Other (specify): mail, e-mail, personal visits Specify Panasonic Pricing (Discounts below Panasonic retail price list in effect the day each Purchase Order is received): SEE ADDENDUM #1 Applicable local Sales Tax and freight will be calculated at time of invoice. Discount from Retail Panasonic Tough Books (with and without integrated options), Model 28 including future model upgrades 24.5 % below retail . Model 34 including future models upgrades 24 % below retail Model 48 including future models upgrades 33 % below retail Model 72 including future model upgrades 18 % below retail PORC including future model upgrades 24 % below retail 07 including future model upgrades 15 % below retail Panasonlc Laptop Accessories: 15 % below retail Panasonic manufacturer laptop accessories for all models named above. Percentage discounts are based on current Panasonic pricing structure. Panasonic may choose to completely change their list price model which would result in an addendum to change the contract pricing to a cost plus model. Datec would provide access to costs to satisfy audit reviews. Datec's intention is to provide the city of Lynnwood very competitive pricing while not selling below our cost. 4 OFFER SHEET (paQe 3 of 4) THIRD PARTY ACCESSORIES - OPTIONAL Identify discount rates for other third-party accessory products, for which Bidder is a Certified reseller (if any). Discount rates shall be below the standard retail pricing of the manufacturer in effect on the date the Purchase Order is received. Optional Third Party Accessory Products Discount Rate ~ Sierra Wireless CoPo Modems Air Card 300 6 % below retail -- Sierra Wireless CDPD Models - Air Card 750/755 2 % below retail Sierra Wireless CDPD Models - Air Card 350 7 % below retail Sierra Wireless Air Card 350 Booster Module 7 % below retail Sierra Wireless Air Card 250 Booster with GPS 5 % below retail Sierra Wireless CoPo 3 watt MPD200 Modem 5 % below retail Sierra Wireless Dart 200 CDPD Wireless Modem 9 % below retail Sierra Wireless Accessories, Software, Training (1 year warranty laccessories) 7 % below retail Gamber Johnson Mounts 19 % below retail Gamber Johnson Accessories (1 year warranty) 19 % below retail ORA Mount 10 % below retail ORA Accesories 10 % below retail LED Co Docking Station 10 % below retail -- LED Co Accessories (1 year warranty) 10 % below retail Kodiak Mobile Docking Station L 12 % below retail --.. Kodiak Mobile Accessories L 12 % below retail L&E Mounts -- 10 % below retail I - L&E Accessories (1 year warranty) 10 % below retail a I Enfora Wireless EqUipment 5 Yo below retail .~ 5 OFFER SHEET (paQe 4 of 4) [.order: Contractor agrees to immediately order products from manufacturer, in no less than one business day after receipt of a valid purchase order. See ~pecification I for order and delivery requirements. PAYMENT TERMS: Payment shall be in 30 days of receipt of invoice. Specify other payment options: o Check box if you offer a prompt payment discount: % . Specify terms: o Check box if you accept VISA or MasterCard for payment. o Check here if the prompt payment discount applies to VISA or MasterCard payment. CONTRACT DURATION: This contract remains in effect for two years, with three automatic one-year renewals unless either party provides a written notice of non-renewal at least 90-days prior to otherwise automatic renewal notice. Discount rates remain fixed throughout the contract including extensions. If any Addendums are Issued by the City to This Bid, Initial Here that you have considered them: _ Addendums are the responsibility of the bidder to seek, obtain and consider. Bidders may call 425-670-6602 to insure that all current addendums have been received by the bidder before submitting an Offer. Bidders that fail to properly acknowledge addenda above may be rejected by Lynnwood, or Lynnwood may accept the Offer placing sole responsibility upon Bidder for adhering to addendums regardless of acknowledgement above. COMPANY REPRESENTATIVE. SIGN HERE: sianed by Dave Almote 8/16/02 Date Offer Acceptance: Herein contains the signature of Lynnwood, accepting and awarding the offer on behalf of Lynnwood, constituting a contractual agreement to this offer. Lynnwood shall not sign this until Lynnwood has accepted this as the winning Offer and has made award. Mayor Mike McKinnon: signed by Mayor McKinnon Date: 9/902 I 9/9/02.-.-J Finance Director Signature: signed by Mike Bailey Date: 6 City of Lynnwood Bid # B 210 Panasonic Tough Book Computers and Accessories 1. PURPOSE and SCOPE: The City of Lynnwood desires to enter into a two-year contract (with three one-year automatic renewals) for pricing discounts on Panasonic Tough Books and related accessories. Volumes and Usaae: Initially, Lynnwood will purchase 25 Panasonic Tough Book CF-48, Pentium 4, 1.8, newest 2002 model, laptops with Windows 2000, with accessories and configuration selected by Lynnwood. In addition to this first order, this contract allows and is expected to be used by other political subdivisions throughout Washington State. A limited number of other political subdivisions (cities, counties, etc) have expressed interest in using the results of this bid to purchase Tough Book models (28, 34, 48, or 72, PDRC, 07) and accessory items. Volume of additional purchases is not guaranteed. Usage by any political subdivision, including Lynnwood, is not mandatory. Estimated Value: Value of the first order placement from Lynnwood is estimated at approximately $60,000. Future orders by other political subdivisions are estimated to be between $50,000 and $100,000 with an estimated maximum of $500,000 through the first contract term. State of Washinaton Contract: This City of Lynnwood contract provides the right for other government agencies to purchase directly from this contract as stated immediately above. However, the State of Washington may also establish a State of Washington contract with the winning vendor, at the sole option of the State of Washington. The State of Washington contract option, if exercised by the State, will utilize the same offer, discounts, specifications, terms and conditions to formulate a contract. The State retains the right to format the contract as required by the State, and to make adjustment or addition to the terms and conditions as considered necessary in the opinion of the State in order to meet State purposes, to the extent considered reasonable by both parties. The contract with the State of Washington, should the State elect to so enter, will have a separate contract duration specified by the State of Washington at time of contract formulation. 2. Contract Duration: The duration for the Lynnwood contract shall be two-years, and shall allow orders to be placed by either Lynnwood or other public agencies. Three one-year renewals shall be available at the option of Lynnwood. Such renewals shall go into effect automatically and shall not require a written notification by either party. However, in the event that either party desires to non-renew, advance written notice shall be provided no less than gO-days in advance of the otherwise automatic renewal date. Such advance written notice shall be provided to the other party at the address stipulated for such communications herein. 3. Pricina: Pricing shall be stated as discount rates (percentages) below manufacturer list price schedules. The Vendor must insure that this list pricing schedule to is maintained, updated and made readily accessible, to Lynnwood through Internet access or through some other method. Such discount rates shall remain firm as stated in the Offer throughout the contract, however the vendor shall seek and offer lower pricing whenever available through alternative pricing sales, rebates or special price discounts. The prices for each individual order will be according to the retail list price as of the date the purchase order is received by the Vendor. Taxes: Tax shall not be indicated in the unit pricing or upon bid award. Tax shall be calculated at time of invoice and shall adhere to all contract terms and conditions. 7 4. SPECIFICATIONS a. Specifications: The products must meet all specifications identified herein. Lynnwood has specified manufacturer brands. All products must be new. b. The following Panasonic models and all Panasonic manufacturer accessories for these same models shall be specifically included. Strict Manufacturer Specifications for these models and accessories shall apply. Tough Book 28, 34,48, 72, PDRC, 07 c. Future models: Future Panasonic models and products announced are also incorporated herein, for purchase by Lynnwood and other purchasing agencies from this contract, using the same pricing discount rate. The Vendor shall inform the Contract Manager of all new products, providing specifications, pricing and availability information within 30 days of product announcement. d. Third-partvaccessories: There are a number of third party accessories that the City desires. These are not mandatory. If the Bidder provides these products, please specify discount rates on the Offer Form: 1. Sierra Wireless 2. Gamber Johnson 3. ORA 4. Ledco 5. Kodiak 6. L&E e. Trial products: Trials of products are desired, for use by interested agencies that are eligible to purchase from this contract. Such trial products, if offered by the winning company, are expected to be made available promptly and within 2 weeks of a request from Lynnwood or other purchasing government agency covered within this contract. Trial periods will be agreed upon between the interested agency and the Contractor at the time of each request. although trial periods shall allow a minimum of 2 weeks trial usage for the interested agency. f. Response Time: Responsiveness to calls and requests for assistance and warranty support is important to the satisfaction of the users on the contract. Calls to the Contractor shall be returned as soon as possible and within one business day of the original call. g. Warranjy: Standard equipment warranties shall be provided. Panasonic 3-year limited warranty for Panasonic notebook computers and AC adapters. shall be required for each product from date of purchase. All options and accessories including batteries, RAM memory modules, COB ROM drives and port replicators have shall have a standard. Panasonic 1-year limited warranty. Standard Panasonic Software warranty shall also be provided, for the disk or other media for a period of 60 days from date of delivery. h. Manuals: All equipment and software must include all manufacturers' documentation and warranty terms, in English, including all switch settings, drivers, operating instructions, etc., at time of delivery. Upon request. the vendor must also promptly supply any documents required for equipment maintenance, including current diagrams. schematics, manuals and other documents necessary for maintenance of the equipment. There shall be no charge for such documents. i. Delivery: Contractor shall comply with order schedules. Contractor shall place orders with the manufacturer within 1 business day of order receipt from the purchasing agency. Standard delivery for in-stock items is expected within 2 weeks of order. Product is to be shipped to the customer location indicated on the Purchase Order. J. RestockinQ Fees: There shall be no restocking fee for any purchased item. Purchasing agencies may retum products, regardless of manufacturer, within 30 days of acquisition if the product does not fit the intended purpose, at the sole option and opinion of the purchasing agency. k. Hardware repairs. warranty services and disposal services: The bid does not require provision of services beyond normal warranty support. I. "Or Equal" Products: Should a Bidder desire to provide a "For Equal" product, the Bidder must provide all product information to clearly indicate how the product materially and specifically matches all specifications of the named brand. The brand is, in part, designated due to the need for a full line of products that are each ruggedized to semi-ruggedized in character and that have a precise fit to the existing hardware mounts. The decision that a product is an "or equal" product shall be in the sole determination of the Lynnwood Purchasing Manager. 8 a. Non Collusion: Submittal of an offer swears that the offer is genuine and not a sham or collusive, and not made in the interest of any person not named, and that the Offeror has not induced or solicited others to submit a sham offer, or to refrain from proposing. b. Non-SeQreQated Facilities: Offers agree that the company does not maintain or provide for employees any segregated facilities, and that the offeror does not allow employees to perform services at any such facility. Offerors agree that a breach of this shall constitute a contract violation. 5. PURCHASE ORDERS: Lynnwood and any political subdivisions in Washington may place a purchase order with the contractor. The order shall specify the Contract Number (whether the Lynnwood Contract or the State of Washington contract). Purchase Orders shall be issued on an as-needed basis throughout the contract period. 9 TERMS AND CONDITIONS These terms and conditions are hereby a part of the conditions agreed to by the Contractor upon Offer. 1. Quration: Contract shall be two years in duration. Discount rates shall remain the same throughout the contract term including extensions if any. The City retains the option to automatically extend the contract for an additional three years with same discount rates, unless a notice of non-renewal in writing at least 90 days in advance of the otherwise automatic renewal date. Such automatic renewal shall otherwise occur automatically and shall not require written notice. 2. Cooperative Purchase: Lynnwood has entered into intergovernmental (Interlocal) purchasing agreements pursuant to RCW 39.34 with other Washington agencies under which either party may make purchases at the other party's accepted bid price. By submitting this offer to City of Lynnwood, the Contractor agrees to make the same bid terms and price, exclusive of freight and tax, available to other Washington governmental agencies. Lynnwood will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of these purchases. 3. Entire Aareement: This document, including all amendment and subsequently issued change notices, comprises the entire agreement between the contracting agency and the Contractor and shall be governed by the laws of the State of Washington incorporated herein by reference. The venue for legal action shall be the Superior Court for the State of Washington, in the County of the purchasing agency. 4. Conflict and Severability: In the event of conflict between contract documents and applicable laws, codes, ordinances or regulations, the most stringent or legally binding requirement shall govem and be considered a part of this contract to afford the state and/or purchasing agency maximum benefits. Severabilitv: Any provision of this document found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the document. 5. Return of Eauipment: Purchaser who bought products through this contract may return them to the Contractor within thirty (30) days from the date of invoice for a refund of the product purchase price if already paid. Purchasing agent must ship any returning products to the Contractor at the location specified by the Contractor, in original product packaging. Returned products must be in as-new condition, and all of the manuals, diskette(s), CD(s), power cables, and other items included with a product must be returned with it. There shall be no restocking fee. 6. Antitrust: In actual practice, overcharges resulting from antitrust violations are borne by the purchaser. Therefore, the Contractor hereby assigns to the purchaser any and all claims for such overcharges except overcharges which result from antitrust violations commencing after the price is established under this contract and which are not passed on to the purchaser under an escalation clause. 7. Workers Riaht to Know: Recently passed "right to know" legislation required the Department of Labor and Industries to establish a program to make employers and employees more aware of the hazardous substances in their work environment. WAC 296-62-054 requires among other things that all manufacturers/distributors of hazardous substances, including any of the items listed on this ITB or contract bid and subsequent award, must include with each delivery completed Material Safety Data Sheets (MSDS) for each hazardous material. Additionally, each container of hazardous material must be appropriately labeled with: The identity of the hazardous material, appropriate hazardous warnings. and Name and address of the chemical manufacturer, importer, or other responsible party. Labor and Industries may levy appropriate fines against employers for noncompliance and agencies may withhold payment-pending receipt of a legible copy of the MSDS. It should be noted that OSHA Form 20 is not acceptable in lieu of this requirement unless it is modified to include appropriate information relative to "carcinogenic ingredients" and "routes of entry" of the product(s) in question. 8. Gifts and Gratuities: In accordance with RCW 43.19.1937 -1939, RCW 4223 and RCW 42.52.150 and 160, it is unlawful for any person to directly or indirectly offer, give or accept gifts. gratuities. loans, trips, favors, special discounts, services, or anything of economic value in conjunction with state business practices to another to refrain from submitting a proposal. Further RCW 43.19.1937 and the Ethics in Public Service Law, Chapter 4252 RCW prohibits officers or employees from receiving, accepting, taking or seeking gifts (except as permitted by RCW 42.52.150) if the officer or employee participates in contractual matters relating to the purchase of goods or services. 9. Riahts and Remedies: In the event of any claim for default or breach of contract. no provision in this document or in the bidder's offer shall be construed, expressly or by implication, as a waiver by the contracting or purchasing agency of any existing or future right and/or remedy available by law. Failure of the purchasing agency to insist upon the strict performance of any term or condition of the contract or to exercise or delay the exercise of any right or remedy provided in the contract or by law, or the acceptance of (or payment for) materials, equipment or 10 services, shall not release Contractor from responsibilities or obligations imposed by this contract or by law, and shall not be deemed a waiver of any right of a purchasing agency to insist upon the strict performance of the contract. 11. Save Harmless: To the fullest extent permitted by law, Contractor shall indemnify, defend, and save harmless the contracting agency, all agencies of the state, and all officers and employees of the contracting agency and the state, from and against any and all claims for injuries or death, including claims by Contractor's employees, or for damages arising out of, resulting from, or incident to Contractor's performance or failure to perform the contract. or for patent, trademark, copyright, or franchise infringement arising from the purchase, installation, or use of goods and services ordered. Contractor's obligation to indemnify, defend and save harmless shall not be eliminated or reduced by any alleged concurrent negligence of the state or its agencies, employees, and officers. Contractor waives its immunity under Title 51 RCW to the extent required to indemnify, defend, and save harmless the contracting agencies, officers, or employees. 12. Personal Liabilitv: It is agreed by and between the parties hereto that in no event shall any official, officer, employee or agent of the ordering agency or the State of Washington be in any way personally liable or responsible for any covenant or agreement herein contained whether expressed or implied, nor for any statement or representation made herein or in any connection with this agreement. 13. Advertising: Contractor shall not advertise or pUblish information concerning this contract in any form or media without prior written consent. 14. Subcontracts: Contractor shall not subcontract or assign its obligations under this contract without the prior written consent. The Contractor shall be responsible to ensure that all requirements of the contract shall flow down to all subcontractors. 15. Taxes. Fees and Licenses: A. Taxes: Where required by state statute or regulation, contractor shall pay for and maintain in status and all taxes that are necessary for contract performance. Unless otherwise indicated, the purchaser agrees to pay sales or use taxes on all applicable consumer services and materials purchased. No charge by contractor shall be made for federal excise taxes and the purchaser agrees to furnish contractor with an exemption certificate where appropriate. Sales tax shall not be included in bid pricing submitted. Collection of Retail Sales Tax: · In state suppliers: In general, in state suppliers engaged in retail sales activities within Washington State are required to collect and remit sales tax to Department of Revenue. · Out-of-state suppliers: In general, out-of-state suppliers must collect and remit "use tax" to Department of Revenue if the activity carried on by the seller in Washington State is significantly associated with supplier's ability to establish or maintain a market for its products in Washington State. Examples of such activity include where the supplier either directly or by an agent or other representative: 1. Maintains an in-state office, distribution house, sales house, warehouse, service enterprise, or any other in-state place of business; or 2. Maintains an in-state inventory or stock of goods for sale; or 3. Regularly solicits orders from customers located within state via sales representatives entering the state; or 4. Sends other staff into the state (e.g. product safety engineers, etc.) to interact with customers in an attempt to establish or maintain market(s); or 5. Other factors identified in WAC chapter 458-20. Out-of-state suppliers meeting one of the above criteria must register and establish an account with the Department of Revenue (OaR). Refer to WAC 458-20-193 (7 through 9) or call Department of Revenue at (800) 647-7706. When out-of-state suppliers are not required to collect and remit "use tax", the agency is responsible for paying this tax, if applicable, directly to OaR. B Fees/Licenses: Before bid opening the Contractor shall pay for and maintain in a status, any license fees, assessments, permit charges, etc., which are necessary for contract performance. It is the contractor's sole responsibility to monitor and determine any changes or the enactment of any subsequent regulations for said fees, assessments, or charges and to immediately comply with said changes or regulations during the entire term of this contract. C. Customs/BrokeraQe Fees: To be considered responsive, bid must include ALL customs duties, brokerage or import fees where applicable. Contractor shall take all-necessary actions to ensure that materials or equipment purchased are expedited through customs. Failure to do so may subject contractor to liquidated damages as identified in this document and/or to other administrative actions considered appropriate. II 16. Warranties: A. Product: Contractor warrants that all materials, equipment, and/or services provided under this contract shall be fit for the purpose(s) for which intended, for merchantability, and shall conform to the requirements and specifications herein. Acceptance of any service and inspection incidental thereto by the state shall not alter or affect the obligations of the Contractor or the rights of the state. B. Price: Contractor warrants that prices of materials, equipment, and services set forth herein do not exceed those charged by the Contractor to any other customer purchasing the same goods or services under similar conditions and in like or similar quantities. C. QEjg Compliance: Contractor warrants fault free performance in the processing of date and date related data including, but not limited to calculation, comparing, and sequencing by all Equipment and Software provided pursuant to this Contract, individually and in combination, when used in accordance with the product documentation provided by the Contractor. Fault free performance shall include the manipulation of this data when dates are in the 20th or 21st centuries and shall be transparent to the user. 17. Liens. Claims and Encumbrances: All materials, equipment, or services shall be free of all liens, claims, or encumbrances of any kind and if the state requests, a formal release of same shall be delivered to the state. 18. Delivery: A. Time: Delivery must be made during normal work hours and within time frames proposed by Bidder herein and subsequently accepted by the state, Failure to comply may subject Contractor to nondelivery assessment charges and/or liquidated damages as appropriate, The state reserves the right to refuse shipment when delivered after normal working hours, Contractor shall verify specific working hours of individual agencies and so instruct carrier(s) to deliver accordingly, The acceptance by the purchaser of late performance with or without objection or reservation by the purchaser shall not waive the right to claim damage for such breach, nor preclude the purchaser from pursuing any other remedy provided herein, including termination, nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by Contractor. B. Terms: Unless otherwise specified, all goods are to be shipped FOB Destination freight prepaid and included. Where specific authorization is granted to ship goods FOB shipping point, Contractor agrees to prepay all shipping charges, route as instructed or if instructions are not provided, route by cheapest common carrier. Purchaser may require that each invoice for shipping charges shall contain the original or a copy of the freight bill indicating that the payment for shipping has been made. The purchaser reserves the right to refuse COD shipments. C. Location: All deliveries are to be made to the applicable delivery location in accordance with Interstate Commerce Commission rules or as indicated in purchase order. When applicable, Contractor shall take necessary actions to safeguard items during inclement weather, D. Unauthorized: In no case shall Contractor initiate performance prior to receipt of written or verbal authorization from authorized purchasers. Expenses incurred otherwise shall be borne solely by the Contractor. 19. Inspection and Reiection: Purchaser's inspection of all materials and equipment upon delivery is for the sole purpose of identification. Such inspection shall not be construed as final acceptance, or as acceptance of the materials or equipment, if materials or equipment does not conform to contractual requirements. If there are any apparent defects in the materials or equipment at the time of delivery, Purchaser will promptly notify the Contractor thereof. Without limiting any other rights, Purchaser and/or the state at its option, may require the Contractor to: Repair or replace, at Contractor's expense, any or all of the damaged goods, or Refund the price of any or all of the damaged goods, or Accept the return of any or all of the damaged goods. 20. Title and Risk of loss: Regardless of FOB point, Contractor agrees to bear all risks of loss, injury, or destruction of goods and materials ordered herein which occur before delivery and acceptance, Such loss, injury, or destruction shall not release Contractor from any obligation hereunder. 21. Performance: Acceptance by the purchaser of unsatisfactory performance with or without objection or reservation shall not waive the right to claim damage for breach, or terminate the contract, nor constitute a waiver of requirements for satisfactory performance of any obligation remaining to be performed by Contractor. 22. Identification: All invoices, packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written documents affecting this contract shall be identified by the applicable purchase order or field order number. Packing lists shall be enclosed with each shipment, indicating the contents therein. 23. CharQes for Handling: No charges will be allowed for handling that includes but is not limited to packing, wrapping, bags. containers, or reels, unless otherwise stated herein, 12 24. Invoicinq: Contractor shall provide an original and two (2) copies of invoices. Each invoice shall be submitted as required by the contract and shall reference the contract and field order or purchase order number. Invoices shall be properly annotated with applicable prompt payment discount(s). 25. Payment: Payment will be made by the purchasing agency as indicated on ordering document, and if unspecified shall be net 30 days from receipt of invoice. Any bid that requires payment in less than thirty (30) calendar days need not be considered. Qualifying prompt payment discount will be considered in determining the apparent lowest responsible and responsive bid. Invoices will not be processed for payment nor will the period of cash discount commence until receipt of a properly completed invoice and until all invoiced items are received and satisfactory performance of Contractor has been attained. If an adjustment in payment is necessary due to damage or dispute, the cash discount period shall commence on the date final approval for payment is authorized. Under "Chapter 39.76 RCW," if purchaser fails to make timely payment(s), Contractor may invoice for 1 % per month on the amount overdue or a minimum of $1.00. Payment will not be considered late if a check or warrant is mailed within the time specified. If no terms are specified, net 30 days will automatically apply. Payment(s) made in accordance with contract terms shall fully compensate the Contractor for all risk, loss, damages or expense of whatever nature and acceptance of payment shall constitute a waiver of all claims submitted by Contractor. Payment for materials or equipment received or for services rendered shall be made by warrant issued from the Washington State Treasury and redeemable in U.S. dollars. Unless otherwise indicated, the state's sole responsibility shall be to issue this warrant. Any bank or transaction fees or similar costs associated with currency exchange procedures shall be fully assumed by the contractor. 26. Detennination of ResDonsibilitv: During the contract, should the contractor be determined to be in violation of federal, state, or local laws or regulations, the state reserves the right to modify its initial determination of responsibility at the time of award and to take other action as determined appropriate, including but not limited to termination of the contract. 27. Award Factors: Criteria: Contracts shall be awarded to the lowest responsible and responsive bidder subject to preferences provided by law. Award criteria shall include all factors identified in RCW 43.19.1911 and the contractual requirements provided herein. No MWBE preference will be included in the evaluation of bids/proposals, no minimum level of MWBE participation shall be required as a condition for receiving an award and bids/proposals will not be rejected or considered non-responsive on that basis. A. Rights Reserved: Lynnwood reserves the right to: 1. Waive any informality. 2. Reject any or all bids, or portions thereof. WAC 236-48-094 allows the state to "accept any portion of the items bid" unless the bidder stipulates all or nothing on the bid. 3. Reissue an ITB or negotiate under provisions outlined therein. 4. Award on an all or none consolidated basis taking into consideration reduction in administrative costs as well as unit bid prices. 28. Supplier Reaistration: Unregistered bidders may be required to complete a Supplier Registration Packet for placement on a supplier list. 29. Chanaes: No alteration in any of the terms, conditions, or contractual requirements herein shall be effective without the written consent of the SPO as evidenced by issuance by the state of a contract change notice. 30. Additions or Deletions: The Contracting agency reserves the right to add or delete items, agencies, or locations, as determined to be in the best interest of the state. Added items, agencies or locations will be related to those on contract and additions or deletions will not represent a significant increase or decrease in size or scope of the contract. Such additions or deletions will be by mutual agreement, will be at prices consistent with the original bid price margins, and will be evidenced by issuance of a written contract change notice from the SPO. 31. Contract Suspension: The contra(:ting agency may at any time and without cause, 'suspend the contract or any portion thereof, for a period of not more than thirty (30) calendar days, by written notice to the Contractor. Contractor shall resume performance within fifteen (15) calendar days of written notice from the state. 32. Breach, Default, Tennination: A. [?reach: A breach of a term or condition of the contract shall mean anyone or more of the following events: (1) Contractor fails to perform the services by the date required or by a later date as may be agreed to in a written amendment to the contract; (2) Contractor breaches any warranty or fails to perform or comply with any term or agreement in the contract; (3) Contractor makes any general assignment for the benefit of creditors; (4) in the Lynnwood's sole opinion, Contractor becomes insolvent or in an unsound financial condition so as to endanger performance hereunder; (5) Contractor becomes the subject of any proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors; (6) any receiver, trustee, or similar official is appointed for Contractor or any of the Contractor's property; (7) Contractor is determined to be in 13 violation of federal, state. or local laws or regulations and that such determination, in the state's sole opinion renders the Contractor unable to perform any aspect of the contract. B. Qefault: A Contractor may be declared in default for failing to perform a contractual requirement or for a material breach of any term or condition. C. Termination for Convenience: Lynnwood may terminate this contract, in whole or in part, at any time and for any reason by giving thirty (30) calendar days written termination notice to Contractor. Termination charges shall not apply unless they are subsequently agreed upon by both parties. Where termination charges are applicable, both parties agree to negotiate in good faith and to limit the extent of ,negotiations to valid documented expenses incurred by Contractor prior to date of termination. Should the parties not agree to a satisfactory settlement, the matter may be subjected to mediation and/or legal proceedings. D. Termination for Breach and/or Default: Except in the case of delay or failure resulting from circumstances beyond the control and without the fault or negligence of the Contractor or of the Contractor's suppliers or subcontractors, Lynnwood shall be entitled, by written or oral notice, to cancel and/or terminate this contract in its entirety or in part for breach and/or for default of any of the terms herein and to have all other rights against Contractor by reason of the Contractor's breach as provided by law. E. Termination bv Mutual Aareement: The state or the Contractor may terminate this contract in whole or in part, at any time, by mutual agreement with thirty (30) calendar days written notice from one party to the other. F. Sanctions: Any violations of the mandatory provisions of this contract shall be a material breach of contract for which the contractor may be subject to a requirement of specific performance, or damages and sanctions provided by contract, or by applicable laws. 33. Opportunity to Cure Default: A. Events: In the event that Contractor fails to perform a contractual requirement or materially breaches any term or condition, Lynnwood may issue a written or oral notice of default and provide a period of time in which Contractor shall have the opportunity to cure. Time allowed for cure shall not diminish or eliminate Contractor's liability for liquidated or other damages. The state is not required to allow the Contractor to cure defects if the opportunity for cure is not feasible as determined solely by the state. The state may terminate the contract for nonperformance, breach, or default without allowing the opportunity to cure by the Contractor. B. Remedies: If the nonperformance, breach or default remains after Contractor has been provided the opportunity to cure, the state may do one or more of the following: 1. Exercise any remedy provided by law. 2. Terminate this contract and any related contracts or portions thereof. 3. Impose liquidated damages. 4. Suspend Contractor from receiving future Invitations for Bid. 34. LeQal Fees: The Contractor covenants and agrees that in the event suit is instituted by the purchaser for any nonperformance, breach or default on the part of the Contractor, and the Contractor is adjudged by a court of competent jurisdiction, he shall pay to the purchaser all costs, expenses expended or incurred by the purchaser in connection therewith, and reasonable attorney's fees. 35. Force Maieure: Definition: Except for payment of sums due, neither party shall be liable to the other or deemed in default under this contract if and to the extent that such party's performance of this contract is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the party affected and could not have been avoided by exercising reasonable diligence. Force majeure shall include acts of God, war, riots, strikes, fire, floods, epidemics, or other similar occurrences. Notification: If either party is delayed by force majeure, said party shall provide written notification within forty"eight (48) hours. The notification shall provide evidence of the force majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and written notification of same shall be provided. The time of completion shall be extended by contract modification for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this contract. Biqhts Reserved: The state reserves the right to cancel the contract and/or purchase materials, equipment, or services from the best available source during the time of force majeure, and Contractor shall have no recourse against the state. 36. Minority and Women Business Enterprises (MWBE): In accordance with lhe legislalive findings and policies set forth in Chapter 39.19 RCW, with Tacoma Ordinance No 2.6126, with City of Seattle MWBE ordinance and provisions, and with the provisions of other purchasing agencies, participation by MWBE firms is encouraged. Participation may be either on a direct basis in response to this solicitation/invitation or as a subcontractor to a Bidder/Proposer. However, unless required by federal statutes, regulations, grants, or contract terms referenced in the contract documents, no preference will be included in the evaluation of bids/proposals, no minimum level of MWBE 14 participation shall be required as condition for receiving an award, and bids/proposals will not be rejected or considered non..responsive on that basis. Any affirmative action requirements set forth in federal regulations or statutes included or referenced in the contract documents will apply. 37. Established Business: To be considered responsive, contractor must, before commencing performance, or before that time if required by law or regulation (reference WAC Chapter 18.27), be an established business firm with all required licenses, bonding, facilities, equipment and trained personnel necessary to perform the work as specified in the bid solicitation. All bidders must have Federal Tax Identifier Number as required by IRS regulations and Uniform Business Identifier Number required by Department of Revenue (800) 647-7706. Questions regarding specific licenses should be directed to Department of Licensing at (360) 664-1400. 38. Failure to Perform: Failure of Contractor to furnish the equipment, supplies, materials, and/or services from a bid which results in a contract award, may eliminate the Bidder from the active bidder's mailing list for the jurisdiction for which such failure occurred, for the products or services concerned, at the discretion of Lynnwood. 39. Compliance With Laws: Contractor shall comply with all applicable federal, state and local laws, rules, and regulations affecting its performance and hold the Purchaser harmless against any claims arising from the violation thereof. No extension of time or additional payment will be made for loss of time or disruption of work caused by any actions against the Contractor for any of the above reasons. 40. EmerQency and Disasters: The following shall be in effect during major emergencies or disasters. Contractor acknowledges that government agencies are procuring goods/services for benefit of the public. Contractor agrees, in support of public good purposes, to consider these government customers as first priority and shall make best effort to provide these customers the requested goods/services in as timely a manner as practicable. Contractor and Agency agree that a major emergency or disaster includes, but is not limited to: storms, high winds, earthquakes, floods, hazardous material releases, transportation mishaps, loss of utilities, fires, terrorist activities or combinations of above. In the event the Contractor is unable to meet the delivery requirements due to circumstances beyond the reasonable control of the Contractor, Contractor agrees to make such delivery as soon as practicable. If Contractor is prevented from making delivery to the requested location due to circumstance beyond its reasonable control, Contractor shall immediately assist the purchasing agency in whatever reasonable manner to gain access to such goods/services. In the event Contractor is unable to provide goods/services as requested, the Contractor may offer limited substitutions for consideration. 41. Insurance: Upon request, Contractor shall furnish the purchasing agency with evidence of insurance. 42. Liability & Properly DamaQe Insurance: Contractor shall procure and maintain during the life of this Contract and during performance of these services, Commercial General liability, and Automobile Liability Insurance, to protect Lynnwood and the Contractor from and against all claims, damages, losses and expenses arising out or resulting from the performance of these services, as detailed herein, with insurance companies or through sources approved by the State Insurance Commissioner pursuant to RCW Chapter 48. Lynnwood reserves the rights to require higher limits should it deem it necessary in the best interest of the public. Purchasing Manager may waive requirements upon request, if in the best interest of the City, upon request of the company. A. .If requested by the purchasino aQeney. the Certificate of Insurance shall be provided for a primary policy of commercial general liability insurance, meeting the requirements herein. This Certificate is subject to approval by the Contracting Agency as to company, terms and coverage. Failure of the contractor to satisfactorily meet the request for insurance, unless otherwise waived by the Purchasing Manager, would be considered a material breach of contract and cause of termination of the Contract. B. Approval of the insurance by the purchasing agency shall not relieve or decrease the liability of the Contractor for any damages arising from Contractor's performance of the Work. C. Insurance shall provide, at a minimum, the types of insurance coverage, liability limits and endorsements as set forth below and shall be included in all applicable policies and on the Certificate of Insurance. The insurance coverage's listed below shall protect the Contractor and Lynnwood from claims for damages of bodily injury, including death resulting therefrom, as well as claims for property damage, which may arise from operations under this Contract, whether such operation be by itself or by any subcontractor or by anyone directly employed by either of them, it being understood that it is the Contractor's obligation to enforce the requirements of this section in respect to any subcontractor employed for this project: Commercial General Bodily injury and Property Damage Insurance and shall include: Premises & Operations; Owners and Contractors Protective; Products Liability including completed Operations Coverage; Contractual Liability; Broad Form Property Damage; Commercial Form (to include Extended Bodily Injury); Employees as Additional Insured; Explosion, Collapse & Underground Hazard; 15 Independent Contractors; Personal Injury; Stop Gap; and Cross Liability Clause. Automobile Bodily Injury and Property Damage Insurance sufficient to cover any driving that is directly required for the performance of the stated work. General Liability (Commercial General Liability Insurance) shall be written with limits of liability of no less than $1,000,000 combined single limits, per occurrence and $1,000,000 in aggregate. D. Nothing contained in these insurance requirements is to be construed as limiting the extent of the Contractor's responsibility for payment of damages resulting from operations under this Contract. E. The coverage is provided by the General Liability and the Automobile Liability is primary to any insurance maintained by Lynnwood. F. The inclusion of more than one insured under this policy shall not affect the rights of any insured as respects to any claims, suit or judgment made or brought by or for any other Insured or by or for any employee of any other Insured. This policy shall protect each Insured in the same manner as though a separate policy had been issued to each, except that nothing herein shall operate to increase the company's liability beyond the amount or amounts for which the company would have been liable had only one Insured been named. G. There shall be included in the general liability insurance contractual coverage sufficiently broad to insure the provisions of that Section herein entitled "Hold Harmless Clause." H. Failure to comply with provisions contained herein shall not waive the responsibility of the Contractor to provide the required protection. 43. Enerav Conservation Reauirements: Contractor agrees to comply with mandatory standards and policies relating to energy efficiency contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 44. Clean Water Reauirements: Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act. Contractor agrees to report each violation to Contract Agency and understands and agrees that the Contract Agency will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 45. Access to Records and Reports: Where the Purchaser is not a State but a local government and is the FTQ Recipient or a sub grantee of the FT A Recipient in accordance with 49 CFR 18.35(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the US or any of their authorized representatives, access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. Contractor also agrees, pursuant to 49 CFR 633.17 to provide FT A Administrator or authorized representatives 9including any PMO Contractor access to Contractor's records and construction sites pertaining to major capital project, defined at 49 USC 5302(a) 1 , which is receiving federal financial assistance through the programs described at 49 USC 5307, 5309, or 5311. Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than 3 years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(1)(11). 46. Federal Chanqes: Contractor at all times shall comply with all applicable FTA regulations, policies, procedures and directions, between Purchaser and FTA as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 47. Clean Air: Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 USC 77401. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 48. No Government Obliaation to Third Parties: Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent any express written consent by the Federal Government, the Federal Government is not a party to this contract 16 and shall not be subject to any obligations or liabilities to the Purchaser, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 49. ProQram Fraud and False or Fraudulent Statements and Related Acts: The Contractor acknowledges that the provision of the Program Fraud Civil Remedies Act of 1968, as amended 31 USC 3801 etc. seq and US DOT regulations, "Program Fraud Civil Remedies: 49 CFR Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the contractor further acknowledges that if it makes, or causes to make, a false, fictitious, or fraudulent claim, statement, submission or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission or certification to the Federal Government under a contract connected with a project that is finance in whole or in part with Federal assistance originally awarded by FT A under the authority of 49 USC 5307, the Government reserves the right to impose the penalties of 18 USC 12001 and 49 USC 5307(n)(1) on the Contractor to the extent the Federal Government deems appropriate. The Contractor agrees to include the above 2 clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 50. Civil RiQhts: A. Non discrimination: In accordance with Title VI of the Civil Rights Act as amended, 42 USC 200d, section 303 of the Age Discrimination Act of 1975, as amended, 42 USC 6102, section 202 of the Americans with Disabilities Act of 1990,42 use 12132, and Federal transit law at 49 USC 5332, the Contractor agrees that it will not discriminate against any employee or application for employment because of race, color creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementation regulations and other implementing requirements FTA may issue. B. Equal Employment Opportunity: The following EEO Requirements apply to the underlying contract: 1. Race, Color, Creed, National Origin, Sex: In accordance with Title VII of the Civil Rights Act, as amended, 42 USC 2ooe, and Federal Transit laws at 49 SCY 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of US DOL regulations, OFCCP DOL, 41 CFR Parts 60 et seq, which implement Executive Order No 11246. EEO, as amended by Executive Order No 11246 Relating to EEO, 42 USC 2003 note), and with any applicable Federal statutes, executive orders, regulations and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of payor other forms of compensation, and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FT A may issue. 2. Age: In accordance with Section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 USC 623 and Federal transit law at 49 use 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 USC 12112, the Contractor agrees that it will comply with the requirements of US EEOC, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 4. The Contractor also agrees to include these requirements in each subcontract finance in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 51. Breaches and Disputes: Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of Lynnwood. This decision shall be final and conclusive unless within 10 days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to Lynnwood. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Lynnwood shall be binding upon the Contractor and the Contractor shall abide by the decision. Unless other direction by Lynnwood, Contractor shall continue performance under this contract while matters in dispute are being resolved. Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any employees, agents or others for whose acts Contractor is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage. Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between Lynnwood and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in the Court of the State of Washington The duties and obligations imposed by the Contract Documents and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by Lynnwood or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such 17 action or failure to act constitute an approval or acquiescence in any breach hereunder except as may be specifically agreed in writing. 52. FTA Terms: The preceding provisions include, in part, certain state Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FT A Circulate 422010, dated April 15, 1996 (also see Change 1) are hereby incorporated by reference. Anything in the contract herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with Lynnwood request, which would cause purchaser to be in violation of the FTA terms and conditions. 18 NOTICE OF APPARENT LOW BIDDER This is notice that DA TEC, INC., has been named the apparent low bidder for bid number B021 O. Bid closing was August 21, 2002 at 10:00 am. The apparent low bidder wi II be submitted for Council approval and award on September 9,2002. Thefollowing bid award tally complies with ITB notice lIe titled "Basis of Bid Award. "page 4 of the ITB. The award tallies total percentage discounts on all Panmwnic products. The highest discount is declared the "apparent low bidder. " I. L&E Mobile Computers, Conshoeken P A. 2. CDCE Ine, Y orba Linda, CA. 3. GTSl Corp, Chantilly VA. 4. Datee Ine, Seattle W A. TotalPanasonie Bid: 98 points Total Panasonie Bid: 77 points Total Panasonie Bid: 123 points Total Panasonie Bid. 153.5 points Issued By: City of Lynnwood. Purchasing Department. September 3, 2002 ]9 ( ( LL!~:rIf~ Pa nason ice Computer Solutions Company Contract Extension Request September 21, 2006 Gary Kaufmann, C.P.M. Buyer Purchasing & Contracts Division Lynnwood City Han 20525 60th Ave W. Lynnwood, WA 98036 Direct Ph.: (425) 670-6279 Fax: (425) 778-5632 Dear Gary, The City of Lynnwood contract has been a beneficial procurement vehicle for the City of Lynnwood. and several other agencies through out the N>N Region. Panasonic makes periodic changes to their Manufacturers Suggested Retail Prfcing for most of their SKU's, on a regular basis. It Is necessary for Datee to review these changes with the City, as it pertains to the annual renewal clause of the contract. I am happy to report that, at this time, and for the specified models of equipment, our pricing discounts will not be reduced, or in other words, win remain at the same level as the renewal in 2005. This Is In spite of many MSRP price reductions that Panasonic has announced in the past year. The following table reflects percentages off current MSRP. Taxes and shipping charges are not included in these discounts, and may apply to each order. To avoid obsoleting this contract renewal, it is necessary to add new model laptops (CF-30. CF- 19, CF-08) to this contract. I have Included a table for the related discounts to be entered once the products are shipping. In addition, I have proposed adding some additional MDC-related items such as mounting hardware and non-Panasonic manufactured accessories. Specify Panasonle Pricing (Discounts below Panasonic retall price list in effect the day each Purchese Order Is received): App/JcabIe local SQ/es T IJX and fr8Ight will be caJaJlatecJ at time of invoice. Discount from Retail 17% below retail 1 7% below retail 5% below retail 24% below retail r=-- _ -:;-5% below retail Panasonlc Laptop Accessories: Panasonlc manufacturers laptop accessories for all models named above. Field Technical Services Regular $1 05/Hr Includes: Mobile installations, pre-sales Contract Price $95/Hr ~l'!Slneering . -- Gamber Johnson Mounting Hardware 19% below MSRP LedCo MounUng Hardware 10% below MSRP -- MObile Antenna Products 5% below MSRP Panasonlc new mOdel laptops to be introduced %TBD In 2006n Panasonic Arbitrator Mobile Digital Video 5% below MSRP Equipment Please let me know if these changes are acceptable by signing and returning a copy of this Contract Extension Request with your mandatory expiry date. Iff can answer any additional questions, please do not hesitate to contact me at 206-465- 3387_ This contract extension is valid until ~f" ~. '2Db, Renewable after? Y or @ (circle one) Approved by: \~~ c~ Bob Stein Director -- Mobile Solutions Datec, Inc. 364 Upland Drive Seattle W A 98188 800.525-9905 Accepted By: DMe# -1lJ/f-. Gary auftnan Senior Buyer City of Lynnwood, WA Date q - Q. Q.'Dt.. . . o THIS PRICE LIST V\IILL BE UPDA TED AS NEW PRODUCTS BECOME A V AILABLE. PRICES LISTED DO NOT INCLUDE SALES TAX. Prices as of June 1, 2007 J_ Part tlumber Pr oduct tI"me Price 8 -- 9 Applic.ltions ._C-- 10 11 077-04008 Access 2007 English MVL $ 139.03 12 F87-00467 Encarta Premium 2007 English MVL $ 20.22 13 065-05193 Excel 2007 English MVL $ 139.03 14 046-00411 Excel Mac 2004 English MVL $ 139.03 15 PHJ-00335 Expression 81end English MVL $ 261.22 16 I PHL-00335 Expression Media EngliSh MVL $ 156.73 .. 17 PJ8-00344 Expression 8tudio English MVL $ 312.62 18 UCQ-00053 Exoression Web 1.0 English MVL $ 156.73 19 827-01837 InfoPath 2007 English MVL $ 123.03 20 821-00835 MapPoint 2006 English MVL $ 156.73 21 IZ83-00295 MapPoint Fleet 2006 Enalish MVL ~ $ 768.4 7 % "-'.' ~'.~'~~""-'-~ >>'.t'. ,. """'.'"'!c....I.oi!*~<.;;>-: \'"~"..:.I~:,....,""....~!:<<'..'''-~..4".#_~ " "'~,~6 "'~Vti ~~.--..~'~ ; .. 23 861-00288 Office Communicator 2005 English MVL $ 20.22 24 021-02910 Office English WAH MVL "- $ 118.81 25 76J-01412 Office Enterprise 2007 English MVL "\. $ 385.93 26 79T-00959 Office Groove 2007 English MVL "- $ 91.00 27 731-01070 Office Mac 2004 English MVL 28 Y15-00094 Office Mac Pro 2004 English MVL 29 .79P-01207 Office Professional Plus 2007 English MVL MS Office Software .. 30 269-02512 Office Professional Plus English WAH MVL selected 31 79Q-00179 Office 8harePoint Designr 2007 Enalish MVL 32 826-02566 OneNote 2007 English MVL DATE SUBMITTED: BILL # o 7 - /73 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SF ........................................................................................ SUBJECT: Purchase of a refurbished complete rotating assembly (screw conveyor & Bowl) for the existing Humboldt S3-01 Centrifuge, at the Wests ide WWTP. Committee Meeting Date: July 11, 2007 COUNCIL MEETING Date: July 18, 2007 Department: Public Wks & Utilities Presenter: Pat Coxon Phone: 473.5448 SUMMARY: The purpose of the WWTP Upgrade Project is to address equipment redundancy and aging equipment needs to maintain continued reliable operations of the treatment plant. One component of the project is the replacement of the rotating assembly on the existing Humboldt 53-01 Centrifuge. Due to its age, and the scarcity of replacement parts, it has been found to be more cost effective to replace the existing rotating assembly with a reconditioned one. There were only two companies who were able to locate and provide proposals on complete rotating assemblies, CONTEC Centrifuges and Centrisys Corporation.. ATTACHMENTS: Proposals from CONTEC Centrifuges, Centrisys Corporation. Fiscal Summary. FISCAL IMPACTS (Include Budgeted Amount): 594.3535.5020/WWTP Wet Weather Upgrade. 2007 Budget of $4,000,000. APPROVALS: DEP ARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: COMMITTEE CHAIR COUNCIL PRESIDENT: ~, e .8v,r- ~=-- /I} ).:e'f07&"? ~. CONSENT AGENDA ~ GENERAL BUSINESS 0 PUBLIC HEARING D RECOMMENDED MOTION: Move to approve the purchase of the complete rotating assembly for the Humboldt S3-01 centrifuge from CONTEC Centrifuges, in the amount of$99,870.00. COUNCIL ACTION: 0 Approve 0 Deny D Table D Continue 0 No Action COUNCIL SUMMARY BREMERTON WWTP WET WEA THER FACILITIES UPGRADE Humboldt 53-01 Centrifuge Rotating Assembly Purchase Summary The purpose of the WWTP Upgrade Project is to address equipment redundancy and aging equipment needs to maintain continued reliable operations of the treatment plant. One component of the project is the replacement of the rotating assembly on the existing Humboldt 53-01 Centrifuge. Due to its age, and the scarcity of replacement parts, it has been found to be more cost effective to replace the existing rotating assembly with a reconditioned one. There were only two companies who were able to locate and provide proposals on complete rotating assemblies, CONTEC Centrifuges and Centrisys Corporation. Their proposals are attached. Fiscal Summary The centrifuge rotating assembly purchase is budgeted through the $4,000,000 allotted for the WWTP Upgrade Project for 2007. The Bremerton WWTP Wet Weather Facilities Upgrade is funded by a combination of loans and a 5T AG Grant. Existing sources of funds are: Loan/Grant STAG Grant - In PWTF - SRF - DOE In PWTF - In Hand hand In Hand Hand Amount $1,746,000 $200,000 $1,000,000 $3,000,000 Loan Fee N/A N/A N/A N/A (included in Loan Amount) Match Required 71% 15% N/A 15% Term N/A 5-Years (Note 1) 20-Years 20-Years Interest Rate N/A 0.5% 2.6% 0.5% Annual Debt N/A $40,500 $64,500 $158,000 Service (approx.) Notes: 1. The term of the PWTF design loan can be increased to 20-years if the City has secured construction financing by June 30, 2007. Upon execution of this PWTF loan, the City will pursue the available increase in the term of this loan. This project is included in the Capital Improvement Plan, and in the 2007 budget. The 2007 budgeted amount is $4,000,000. This loan, and all currently forecast debt not anticipated by the 2005 Rate Study, was included in the attached revenue requirements evaluation. The analysis concluded that the proposed additional debt will not impair the adequacy of the fund balance for the wastewater utility, and further that rate revenues as currently anticipated are sufficient to cover the projected operating costs, debt service (with additions) and capital expenditures not provided with debt proceeds. WasteWater System Revenue Requirements Update Current 3/2212007 2007 2008 2009 2010 2011 Beginning WasteWater Fund Balance $2,472,973 $1,565,133 $2,283,876 $3,659,303 $5,433,915 Revenues from Rates & Fees for Services (Note 1) $12,634,658 $13,013,698 $13,404,109 $13,806,232 $14,220,419 Revenues from Other Sources Excluding Grants & Loan proceeds (N.ote 1) $390,000 $92,700 $95,481 $98,345 $101,296 Revenues from Grants & Loan Proceeds $10,836,976 $600,000 $1,450,000 $7,200,000 $5,000,000 Additional Revenues from Southwest Bremerton Sewer Project (see detail below) $91,050 $375,000 $408,000 $441,000 $474,000 Totel Revenues & Receipts $23,752,684 $14,081,398 $15,357,590 $21,545,577 $19,795,715 Operating Expenses (personnel & supplies/services) (Note 1) $5,478,848 $5,643,213 $5,812,510 $5,986,885 $6,166,492 Debt Service Expense (includes new debt assumed) $5,105,408 $4,013,585 $2,725,709 $2,924,768 $2,913,826 Capital Expenditures (includes additional capital programs) $12,965,000 $2,581,250 $4,265,000 $9,645,000 $7,585,000 Transfers (Note 1) $1,111,268 $1,144,606 $1,178,944 $1,214,313 $1,250,742 Total Expenditures & Transfers $24,660,524 $13,362,654 $13,982,163 $19,nO,966 $17,896,060 Ending WasteWater Fund Balance $1,585,133 $2,283,876 $3,659,303 $5,433,915 $7,333,570 Ending Fund Balance Target Level (12% of Operating Expense Budget) $1,403,463 $1,296,169 $1,166,060 $1,215,116 $1,239,727 11_ Rru.N:IaI GaG & PoIJdes Target? Yes Yes Yes Yes Yes Debt Service Coverage Factor (Wastewater System Only) 1.22 1.67 2.54 2.44 2.53 Recap of Changes from 2005 Rate Study Update 2005 Rate Study Capital Project Expenditures $7,615,000 $2,341,250 $3,320,000 $3,945,000 $2,515,000 Capital Project Funding Sources (Including Grants & Loans) $8,237,285 $2,800,000 $2,360,000 $2,421,800 $2,485,454 Residual Capital Funding to be provided by Rate Revenue Current Proposed Activity Capital Projects In Current Revised CIP $12,965,000 $2,561,250 $4,265,000 $9,645,000 $7,565,000 Less Capital Projects Included In 2005 Rate Study $7 ,615,000 $2,341,250 $3,320,000 $3,945,000 $2,515,000 Equals New Capital Projects not Included in 2005 Rate Study $5,350,000 $220,000 $945,000 $5,700,000 $5,050,000 Current Projection of Capital Funding Sources from Grants & Loans $10,836,978 $600,000 $1,450,000 $7,200,000 $5,000,000 Less Capital Funding Sources from Grants & Loans Included in 2005 Rate Study $6,037,285 $500,000 $0 $0 $0 Equals New Grants & Loans not included In 2005 Rate Study $4,599,691 $100,000 $1,450,000 $7,200,000 $5,000,000 Additional Debt Service from New Loans not included In 2005 Rate Study $143,000 $759,000 $759,000 $969,000 $969,000 Southwest Bremer/on Sewer Project (not Included In 2005 Rate Study) Additional General Facilities Charges $90,000 $350,000 $350,000 $350,000 $350,000 Additional Net Rate Revenue available for Capital Projects $1,050 $25,000 $56,000 $91,000 $124,000 Total Additional Receipts from Southwest Brernerton Sewer Project $91,050 $375,000 $408,000 $441,000 $47 4,000 Note 1 - Revenues and operating expenses in 2007 are per the edopted budget/rate schedules. future periods escalated at 3% CPI thereafter. Nota 2 - Debt service coverage target per the Financial Goals & Policies Is 1.5X for the combined utility systems. 2007 debt service coverage for the wastewater system standalone falls just short of the target level - but Is expected to be above 1.5 on a combined system basis. Meets Financial Goals & Policies expectations. 'l:-"~-- ~'C 0 N TEe ,,~~ . \ CENTRIFUGES A~T1l. Group Patric Coxon City ofBremerton Public Works & Utilities Dept. Waste Water Treatment Plant Bremerton, W A 98312 USA Quotation Q3019 - S3-01 Rotating Assembly Dear Pat, We are pleased to confirm our offer as follows: Scope of Supply: One rotating assembly, comprising a screw conveyor and bowl assembled with internal bearings, gaskets, snap ring, drive pin, O-Rings and seals. The scroll will be fully tiled with 1 ~ inch wide sintered tungsten carbide tiles (450 tiles) and fully dynamically balanced to ISO 1940 standard G 2.5 tolerance. The bowl will be fully dynamically balanced to ISO 1940 standard G2.5 tolerance. The sintered tungsten carbide tile will last more than 3 times the life of the flame sprayed tungsten carbide. Bowl and scroll materials of construction will be ST 52 carbon steel and all surfaces will be encapsulated with a 2-part epoxy resin, heat cured for corrosion protection. The scroll will be installed in the bowl with all necessary internal bearings, seals and gaskets and the bowl trunnions will be wrapped and protected against corrosion. Price: complete as above, strapped to a pallet for shipping Additional parts: Main bearings, spacers & pedestals $ 91,960.00 $ 3,344.00 Total $ 95,304.00 Delivery: 8 to 10 Weeks ARO Page 1 of 2 Terms of Payment: 60 % with written Purchase Order 30 % Prior to shipping 10 % 30 days from date of shipment The price is for the scope of supply packed and loaded on to transportation by standard freight carriers, excluding shipping and taxes due. Regards, Anja Page 2 of 2 .1 a~... 1 VI ..J Patrie Coxon From: Chris Gatewood [spindoetor@sbeglobal.net] Sent: Wednesday, June 13, 20076:45 AM To: Patrie Coxon Cc: John Bykonen; Ned Lever Subject: Centrisys - Spare Centrifuge Rotor Patric, I am pleased to offer the following price for the spare refurbished rotating assembly for your currently installed Humboldt S3-0 I rotating assembly. D~~c.rip.tiQJ.1~ Manufacturer: Model: Materials of Construction: Humboldt S3-01 Bowl - Carbon Steel Scroll - Carbon Steel Stainless Steel Two Part Epoxy - All Carbon Steel Parts Spray Fused Tungsten Carbide Fasteners: Coating: I-lard Surfacing: fcking;. Pricing: Spare Rotodiff (1 07T): $89,000 excludes rotodiff $ 8,500 installed (additional) Ter.m.s; Shipping: Warranty: Delivery: Terms: Full Freight to Plant Site - Omoading by Plant 6 months from stmiup or one year from delivery 4 to 8 weeks from order recei pt ] 00% Payment due Net 30 from Receipt of Unit at Plant *** Sorry for the delay in getting this to you. There is fewer and fewer of these machines sitting available as they are being replaced with high performance units. The carbons steel units are typically being scrapped or in such poor condition they are not safely operable. Regretfully, I was unable to locate anything manufactured in stainless steel. Please give me a call to discuss this in greater detail @ 209-304-2200. Regards, Chris Gatewood Centrisys Corporation 6/20/2007 DATE SUBMITTED: July 4. 2007 BILL # 07 - 1/1 AGENDA BILL CITY OF BREMERTON CITY COUNCIL SEt ......................................................................................... SUB.JECT: Purchase of 8 Street Lights for Pacilic A venue Committee Meeting Date: July 11,2007 COUNCIL MEETING Date: July 18,2007 Department: PW&U, Engineering Presenter: Michael Mecham Phone: 473-5288 SUMMARY: The Department of Public Works and Utilities wants to purchase eight street lights for Pacific Avenue from Sixth Street to Fourth Street. These street lights are Spring City style which presently exists in the improved areas of downtown. Spring City Electrical Manufacturing is a sole source provider for these street lights. ATTACHMENTS: 1. Council Summary; 2. Price Quote FISCAL IMPACTS (Include Budgeted Amount): The cost of these lights is $53,205.31 including sales tax. Funds for the improvement of Pacific A venue are in the 2007 Arterial Street Budget. APPROV ALS: DEPARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: COMMITTEE CHAIR COUNCIL PRESIDENT: ~~Y\ e 6~~ &J ..///~ - . A /.-/XJ.'~ /F/ - - ( \. CONSENT AGENDA ~. GENERAL BUSINESS 0 PUBLIC HEARING 0 RECOMMENDED MOTION: Move to approve the purchase 01'8 Spring City style street lights for $53,205.31. COUNCIL ACTION: 0 Approve 0 Deny 0 Table o Continue 0 No Action PURCHASE OF EIGHT STREET LIGHTS COUNCIL SUMMARY SUMMARY: In the 2007 Arterial Streets Budget is the improvements of Pacitic A venue. Paci lic Avenue will be improved similar to Washington Avenue in the vicinity of the Conference Center. The Spring City style lights \vere adopted by City Council as the downtown standard street lights in 2004. These street lights need to be purchased for Paci tic Avenue from Sixth Street to Fourth Street. Two of these lights will be sold to Tim Ryan Construction for the frontage improvements at the new building on the southwest corner of Sixth Street and Pacific Avenue. These lights will be ordered with the lights for the Tunnel Project to facilitate shipping from the east coast. FINANCIAL SUMMARY: The improvements for Pacific A venue are included in the 2007 Arterial Streets Budget. ( ',~)' (~/Hr('m('rl{)ll fJllrc!wsc 1!/Fl,l.!,iJIS'tFeC! I-lg/lfsjiJr 1)(j('~/i( .-1\'('1/1/(' ./1I11e' }li07 Spring City Electrical NIanufacturing Project Quotation Phone: (6/0) 948-4000 Fox: (6/0) 948-5577 Agency: ERW (Electrical Representatives West) Agent: George/Frank Quote #: S-14636 Project: Bremerton PED/BTC Access Date: 2/23/2007 Comm %: 0.00% Previous Sales Order: Previous DWG No.: Revision Number: Revision Date: Quantity Item / Description 42 BAAl Hudson River Park Twin post per LP-26097 Less lamps, anchor bolts by others, Banner arm included s- J 4636 Page] of 1 Unit Price Extension $6,037.00 $253,554 3 Adder for TwistLock Photocell option $97.00 $291 Total Price: $253,845 c ---' ..~I '~_" .I " " * Based on current conditions, manufacturing lead time to shipment is estimated to be 10-12 weeks from receipt of an acceptable release at Spring City. * No lamps included. * Quotation is subject to approval as offered * Quotation includes fixtures. * Any orders resulting from this quotation are subject to credit approval * Quotation includes poles. * FOB shipping point, prepaid and allowed * Quotation is valid for 60 days. * Anchor bolts not included. * Standard terms and conditions of sale apply. Tenus are net 30 ship date. * In the absence of written specifications this otTering is made subject to our standard production methods. * Unless specifically noted otherwise, this quotation is based upon the items and quantities as indicated. Spring City reserves the right to amend the quoted price should items and/or quantities change. :;: Notes: * Freight is prepaid and billed for orders under $2,000 Chris Rosfelder - - -------- -.__._~---~._--_._._-- -~---_..~_._------~-----_._._----_._._~-~--~ DATE SUBMITTED: July 4.2007 BILL # 07-- (75 AGENDA BILL (TTY OF BREMERTON CITY COUNCIL 514 ........................................................................................ SlJB.JECT: Approval of PSA with HDRJFishPro for design of the Brentwood Drive Fish Passage Culvert project Committee Meeting Date: COUNCIL MEETING Date: Department: Presenter: Phone: 7/11/2007 7/18/2007 PW&U. Engineering Mike Mecham 473-5288 SUMMARY: The City has negotiated a Professional Services Agreement with HDR/FishPro. an engineering consultant with specific expertise in fish-passable design, to provide engineering services for the Brentwood Drive Fish Passage Culvert project. The project will replace an existing fish barrier culvert where Ostrich Bay Creek crosses Brentwood Drive with a fish passable culvert. HDRJFishPro wiII provide engineering design, support and related project management, bidding and construction support. A TT ACHMENTS: 1) Council Summary; 2) Professional Services Agreement; 3) Aerial Photo Exhibit FISCAL IMPACTS (Include Budgeted Amount): The amount of the Professional Services Agreement is not to exceed $36,503.00. The design is funded by rates. The project is included in the 2007 budget. APPROVALS: (~_ DEPARTMENT DIRECTOR: _,..-- CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: COMMITTEE CHAIR COUNCIL PRESIDENT: ~- ~J- /1z CA'@ 1:'- / . CONSENT AGENDA -, GENERAL BUSINESS D PUBLIC HEARING D RECOMMENDED MOTION: Move to approve the Professional Services Agreement with HDR/FishPro and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: D Approve D Deny D Table D Continue D No Action BRENTWOOD DRIVE FISH PASSAGE CULVERT Council Summary Contract Summary This project will replace an existing culvert where Brentwood Drive crosses Ostrich Bay Creek. The existing culvert is a barrier to fish passage and it will be replaced by a fish passable structure. Replacement of the culvert is required as mitigation for the Hydraulic Project Approval for the Brentwood Drive Storm Drain Repair project completed in 2005. The City has negotiated a Professional Services Agreement with HDRIFishPro to provide engineering services for which the City does not have in-house expertise, specifically design of fish passable structures. Services will also be provided by HDRIFishPro during the bidding and construction phases of the project in support of their design. Fiscal Summary The cost of this PSA is $36,503.00. The 2007 budget for this project is $50,000.00 and is funded by rates. Cif)' of Hre/1/erlun HreJllw()od Drive Fish Fassagc C/I/verl Jnne :!OI!7 PROFESSIONAL SERVICES AGREEMENT DESIGN SERVICES FOR BRENTWOOD DRIVE FISH PASSAGE CULVERT This Agreement is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and HDR Engineering, Inc. ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to provide the services set out in the Scope of Work attached hereto and incorporated herein by this reference as Exhibit A. The Scope of Work may be modified only pursuant to Section VII D. of this Agreement. If the Scope of Work provides for unspecified additional services the City may request, such services shall only be performed upon the express, written request of the City. II. Term: This Agreement commences upon issuance of a written Notice to Proceed by the City and terminates on December 31, 2008, unless another date is substituted pursuant to Section IX. The Parties agree that time is of the essence for completing this work and agree that work under this agreement will be completed by the termination date of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed Thirty Six Thousand Five Hundred Three Dollars ($36,503). Consultant's charges and bills shall conform to the fee schedule attached as Exhibit B and incorporated herein by reference. The amounts for individual tasks set forth in Exhibit B may vary provided the total is within the not-to-exceed amount, less the amount set aside for additional services, of this Agreement. The Consultant shall submit regular billing statements describing services rendered and the amount charged for each service consistent with the level of detail provided in Exhibit B. The descriptions shall conform to and fall within the categories set out in the Scope of Work. Upon receipt of a conforming billing statement, the City shall promptly process payment. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Additional services shall be compensated for only if requested pursuant to Section I and shall be compensated as set out in the request or, if the request does not so provide, as set out in Exhibit B. Brelllerton/HDR -- Brentwooc! Drive Fish Passage Culvert Pml'essional Services Agreement Page I nf 5 If a billing statement does not conform to this Agreement. the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Opinions Of Probable Cost (Cost Estimates) Any opinions of probable project cost or probable construction cost provided by Consultant are made on the basis of information available to Consultant and on the basis of Consultant's experience and qualifications, and represents its judgment as an experienced and qualified professional engineer. However, since Consultant has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, Consultant does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Consultant prepares. V. Relationship of Parties: Consultant is skilled in the matters addressed in the Scope of Work and will perform independent functions and responsibilities in the area of its particular field of professional services. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other consultants or contractors. As an independent consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, B&O, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. VI. Insurance and Hold Harmless: Consultant shall provide Certificates of Insurance to the City's Risk Manager verifying the following coverage: 1) a professional liability policy ("E&O") providing coverage of $1,000,000 for negligent errors and omissions committed by Consultant while performing its obligations under this Agreement, and 2) a comprehensive general liability ("COL") policy providing coverage of at least $1,000,000 per occurrence and including bodily injury and property damage. The COL shall name the City as an additional insured. Both policies shall remain in full force and effect, and provide coverage for the full term of this Agreement. Insurer shall provide the Risk Manager with 30 days' written notice of any cancellation or change of coverage of either policy. Consultant shall. at all times, be solely responsible for the negligent or wrongful acts or failures to act of its personnel, subconsultants and agents which arise in any way out of the performance of this Agreement. Consultant agrees to defend, indemnify, and hold harmless the I3remerton/HDR - Brentwood Drive Fish Passage Culvert Professional Services Agreement Page 2 of 5 City and its appointed and elected officials and employees from and against any and all liability, loss, costs, damage, and expense, including costs and attorney fees in defense thereof, because of actions, claims, or lawsuits for damages resulting from personal or bodily injury, including death any time resulting therefrom, sustained by any person or persons, and on account of damage to propel1y, to the extent arising out of the willful misconduct or negligent performance of the Agreement. if such il~juries to persons or damage to propel1y is due to the willful or negligent act or omission of the Consultant, its subconsultants, its agents, or assigns. The City and Consultant have specifically negotiated Consultant's waiver of its immunity under Title 51 RCW, which is hereby waived for purposes of Consultant's indemnification and hold harmless of the City, including the duty to defend. This provision shall be inapplicable to the extent such action, claim, or lawsuit is judicially found to arise from the acts or failures to act of the City. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. C. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. D. Modification: This Agreement may only be modified by written instrument signed by both Parties. E. Notices: Notices shall be in writing and delivered to the following addresses: City Address Consultant Address City of Bremerton 239 4th Street Bremerton, W A 98337 HDR Engineering, Inc. 3780 SE Mile Hill Dr. Port Orchard, 'vV A 98336 F. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. Bremerton/llDR - Brentwooc! Drive Fish Passage C\llvert Pmkssional Servil~es Agreement Page 3 of 5 G. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. H. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. 1. Attornevs' Fees: To the extent not inconsistent with RCW 39.04.240, in any claim or lawsuit for damages arising from the parties' performance of this agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section VI of this agreement VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual orientation, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated, at will, by the City upon 30 days' notice to the Consultant. This Agreement may be immediately terminated for cause by either Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non-performing Party does not commence correction of the failure of performance within five days of the terminating Party's sending notice to the non-performing Party. Upon termination the City will be entitled to reports showing the status and/or all work products, independent of their stage of completion or preparation format, of all items listed in the Scope of Work current through the termination date. X. Standard Of Performance: The standard of care for all professional engineering and related services performed or furnished by Consultant under this Agreement will be the care and skill ordinarily used by members of Consultant's profession practicing under the same or similar circumstances. XI. Construction Procedures: Consultant's observation or monitoring portions of the work performed under construction contracts shall not relieve the contractor from its responsibility for performing work in accordance with applicable contract documents. Consultant shall not control or have charge of, and shall not be responsible for, construction means, methods, techniques. sequences, procedures of construction, health or safety programs or precautions connected with the work and shall not manage, supervise, control or have charge of construction. XII. Re-Use Of Documents: All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specitic purpose intended will be at City's sole risk and without liability or legal exposure to Consultant, and City will defend, indemnify and hold harmless Consultant from all claims, damages, losses and expenses, including attorney's fees Br.:m.:rton/HDR - Brentwood Drive Fish Passage Culvert Proli:ssional Services Agreement Page 4 of5 arising or resulting therefrom. The format for documents and work products shall be as specified in the exhibits. IN WITNESS WHEREOF the pm1ies hereto have executed this Agreement the date and year indicated. HDR ENGINEERING, INC. CITY OF BREMERTON Mike McGowan Vice President date Cary Bozeman, Mayor date Approved as to form: Roger Lubovich, City Attorney Received for Filing: Paula Johnston, City Clerk Bn':lll.:r(on/HDR - Br.:ntwood Driw Fish Passag.: ClIlv.:rt Prokssional Services Agreement Pag.: :\ oj' 5 EXHIBIT A CITY OF BREMERTON BRENTWOOD DRIVE FISH PASSAGE CULVERT SCOPE OF WORK INTRODUCTION HDR/FishPro (HDR) is entering into an agreement with the City of Bremerton (City) to provide design services for the replacement of an existing culvert under Brentwood Drive. Site surveys to serve as the basis of the design will be provided by the City of Bremerton. HDR will provide bid ready documents to the City of Bremerton for bidding by independent construction contractors. SERIES 100 TASKS - PROJECT MANAGEMENT Task 101 - Project Management Consultant Responsibilities: 1. Contractual and internal project controls and accounting. 2. Staff administration and scheduling. 3. Monthly reports and invoices. Assumptions: 1. Standard invoices will be prepared on a monthly basis. 2. HDR standard monthly invoice format will be utilized. This format contains an itemized list of project staff who charged to the project, hourly rates, number of hours charged, and Other Direct Charges (ODCs). 3. Invoice hours will be classified by tasks. 4. No backup information (i.e. timesheets, logs, receipts, etc.) will be submitted with the invoices unless specifically requested by the City. Backup information will be available in HDR files for inspection by City of Bremerton project auditing staff, if requested by the City. 5. The City will maintain the role of overall project coordination with other governmental agencies and utilities. 6. At this time no subconsultants have been identified for this work. 7. City of Bremerton will reproduce all documents for distribution to all agencies, contractors, etc. Work Products: I. Monthly standard invoice Cit." (lj' Brelllertoll BrentlV(lod Culvert Erhibit A - Scope (If" Work 06/29/2007 SERIES 200 TASKS - CULVERT CONSTRUCTION DOCUMENTS Task 201 - Preliminary Design Report Consultant Responsibilities and Assumptions: Assumptions: I. Culvert design shall be a Stream Simulation in accordance with the latest edition of Design of Road culverts for Fish Passage published by Washington Department of Fish and Wildlife. 2. Restoration of Brentwood Drive following construction of the culvert shall be to the pre-existing condition relative to vertical and horizontal alignment, shoulder width, and pavement width. Design requirements details etc. for embankment construction, pavement base preparation, and paving shall be provided by the City of Bremerton. 3. Restoration of Brentwood Drive utilities following the installation of the new culvert shall be to the pre-existing condition relative to vertical and horizontal alignment. Design requirements details etc. for all utilities shall be provided by the City of Bremerton. 4. All drawings to be completed in AutoCAD using standard APW A format. 5. Minimum soil design parameters as noted in IBC (latest adopted version by City) shall be used as basis of design. Responsibilities 1. August 13th Design Submittal shall consist of a Preliminary Design Report containing the following sections: A. Introduction (basic project information) B. Site survey plots on IIx17 sheets (accordion fold) including: Existing site plan with I ft contours (Based on City supplied information) C. Hydrologic analysis Determination of the IOO-year flow will be based on the USGS regression analysis method D. Proposed culvert design: a. Plan view drawing showing clearing limits, structure type (bottomless corrugated metal arch, bottomless concrete arch, concrete box, or eliptical pipe) b. Profile drawing showing structure length and stream bed slopes upstream, inside the structure, and downstream c. Streambed materials and configuration d. Bed controls (if needed) E. Description of affected utilities, (existing utility info based on information supplied by City of Bremerton). F. Traffic control. Note: HDR will not provide a traffic control plan. It is assumed that during construction the City of Bremerton will close Brcntwood Drive in the vicinity of construction and provide a detour route with all City o(/3remertol/ /3rcl/t\l:ood CIIII'crt 2 Exhibit A - Scope of Work 06/29/2007 necessary signage and local notification. (Detour route could be placed at south end of Brentwood Drive to existing parking lot by Super 8 and Dairy Queen) G. Preliminary Opinion of Probable Construction Cost (OPCC) with quantities. City Responsibilities: 1. Physical site data for design will be provided on a survey supplied by the City of Bremerton. This data will include topography (1 ft contours, upstream and downstream inverts, stream alignment a minimum 200 ft up stream and down stream of culvert), property lines and corners (public and private) right of way, any easements, all utilities, (stormwater, water, sewer, phone, fiber optic, etc.), trees larger then 6 inches within 100 ft of the inlet and outlet, elevations as required to define topography and any physical feature, any road control and datum used for survey as well as all inverts of storm sewer and any utility that may be affected. Work Products: 1. Three hard copies of the Preliminary Design Report Task 202 - Final Design and Construction Documents Consultant Responsibilities and Assumptions: Assumptions: 1. Comments from WDFW, City of Bremerton or other agencies on the Preliminary Design Report shall be incorporated into the final design insofar as they do not result in deviation from the base assumption that the culvert will be a Stream Simulation design, or require significant alterations of the proposed culvert alignment or profile. 2. It is assumed that HDR will develop specifications including Divisions 2 through 8 (CSI format) as required for this project and that the City of Bremerton will assemble the bid proposal, project bid package, front end specifications and coordination of specifications. Responsibilities: Finalize the Preliminary Design Report and Prepare Construction Documents I. Finalize Preliminary Design Report by adding any additional comments from the review process following the submittal of the Preliminary Design Report. 2. Final Drawings and Specifications suitable for bidding and construction by pri vate contractors shall be prepared, including: A. Existing site plan showing clearing limits B. Culvert Site Plan City o!'Brelllertol1 Brel1tlVooc! ClI/vcrt 3 Erhibit A - Scope of Work 06/29/2007 C. Culvert Profile D. Culvert sections and details as required for construction E. Streambed grading profile and section as required F. Technical Specifications for construction 3. Construction Drawings and Specifications shall be stamped by a Professional Engineer licensed in the State of Washington. Work Products: 1. Three hard copies of the finalized Preliminary Design RepOlt including complete hydrologic, hydraulic, civil engineering, and other necessary calculations associated with the design 2. One set of original stamped construction-ready Drawings on 11 x 17 sheets, one bound copy of the Specifications and one original stamped unbound copy of the Specifications. Task 203 - Permitting Support Consultant Responsibilities: 1. We under stand that permitting assistance is not necessary and as such it has not been included in this scope of work. However, if it is needed, HDR can assist on a time and materials basis as requested by the City of Bremerton. Work Products: 1. None unless assistance is authorized by the City of Bremerton. SERIES 300 TASKS -MEETINGS Task 301 - Agency (WDFW) and Client Meetings Consultant Responsibilities: 1. HDR shall attend one meeting with the City of Bremerton to review documents prior to the August 13th meeting with WDFW, one meeting with WDFW regarding the August 13th submittal, and one meeting with the City of Bremerton for the 90% complete design to ensure compliance with City of Bremerton codes and reference information supplied. Work Products: l. None Cit\' of Br('lI/erwn Hr/'I/!I\'ood C//lv('rr 4 Erhibir A ~ Scope of' Wurk 06/29/2007 SERIES 400 TASKS - CONSTRUCTION ADMINISTRATION Task 401 - Bidding and Construction Administration Consultant Responsibilities: I. Bidding Assistance shall consist of attendance (HDR) at a pre-bid site visit to be arranged by the City of Bremerton, and an allowance of 8 hours of Civil Engineer time to address technical questions from bidders and issue addenda if needed. 2. Construction Assistance shall consist of: A. Two site visits during the course of construction. B. An allowance of 8 hours of Civil Engineer time to process change orders, instructions to the construction contractor, and/or interpretations of the construction documents during construction. C. One substantial completion (pre-final) observation punch list to provide direction to the City of Bremerton and the construction contractor for completion of the project. D. A final inspection to verify that work is completed in accordance with Drawings and Specifications. 3. Following construction, HDR shall prepare a set of Project Record Drawings based on a set of redline as-built drawings maintained by the construction contractor during construction. Work Products: 1. Punch list and project record drawings City Responsibilities: 1. Perform daily inspections as required by the bid documents. 2. Provide special inspection services as required by the bid documents. 3. Provide payments to contractor, and all remaining construction administration work as required by the bid documents. SERIES 500 TASKS - ADDITIONAL SERVICES Task 501 -Additional Engineering Services Additional engineering services will include specific tasks outside the scope of work requested by the City during the course of the project. No work can be completed on these tasks without prior written authorization by the City. Scope of services and budget for each requested task will be defined prior to written authorization. City oj'Brc//1crto/1 13rclltll'ood ClI/I'Crt 5 Exhibit A - Scope of Work 06/2Y/2007 EXHIBIT B - Estimate of Professional Services Client: Address: Project Name: Date: Services; City of Bremerton 3027 Olympus Drive, Bremerton, WA, 98310 Brentwood Culvert Replacement 6/29/2007 Contact: Tel/Fax: Brad Ginn, P,E, 360-473-5344 Type: Activities: Project Number Projecl Manager: ,Jason HilI. P,E, Engineering Design Preliminary Design Construction Observer Labor Costs Total Total Project Tasks W W C g> -0 Hours Costs '" ciJ-g 0> g? w I ~ ~ ~ .~ by by 2 .c tDo: .~ '" u .~ '" '" C 0> '" 0> u ~i Task Task :;: w .~ W .~ >-- 'in <{ 0 0: '" D: 1:3 3' w :v .~ 0 0> 0 U '" U c '" -0 :.0 c: "e- 3' ro g' '3' w '3' '0- <0 -0 '" (L ii5 u ;;;:w u ii5 u D: ;;;: <{(fJ JH MH IN MG TT RC GG SJ LB Series 100 Project Management Task 101 Project Management 3 4 7 751 Series 200 Culvert Construction Documents Task 201 Preliminary Design Report Survey Coordination 2 2 266 Hydrologic Data 32 32 4,000 Site Design 4 16 12 32 3,100 Utilities Coordination 4 4 440 Report Preparation 6 4 10 1,150 OPCC 6 6 630 Drawings 24 16 40 3,680 QA/QC 4 2 6 800 Task 202 Final Design Drawings 32 16 48 4,320 Specifications 10 14 4 28 3,222 OPCC 6 6 630 QA/QC 4 2 6 800 Task 203 Permitting NOT INCLUDED IN THIS SCOPE OF WORK Series 300 Meetings Task 301 Meetings WDFW(l) 6 6 798 City of Bremerton (2) 8 8 1,064 Series 400 Construction Administration Task 401 Bidding and Construciton Assistance Techical Questions/Addenda 2 8 10 1,266 Pre-bid meeting 2 4 6 766 On-site observation (2 visits) 8 8 1,000 Interpretation/Changes 8 8 1,000 Pre-final and final inspections 8 8 1,000 As-built drawings 2 8 10 1,130 Task 501 -Additional Engineering Services 3500 3,500 Hours Subtotal 39 8 4 74 72 12 70 12 3500 273 -- Hourly Rate 133 135 130 125 80 105 110 88 56 -- -- Labor Cost Subtotal 5187 1080 520 9250 5760 1260 7700 1056 3500 -- 35,313 Other Direct Costs Quantity Rilte Subtotal Travel Expense lump sum 1 flump sum Cilr Rental days 1 day Mileoge 120 miles 0.485 1 mile 58 Airlore trips / trip Lodging & Per Diem days ! day Communications months 1 month Copies 500 caples 0.10 / copy SO Plots 24 plots 3.00 ! plot 72 Tech, Cosl Recovery 273 hrs 3.70 / hr 1,010 Miscellaneous lump sum / lump sum Total Labor Cost Total Other Direct Costs Total Project Cost 535,313 51190 $36,503 DArE SUBMITTED: BILL# 07- 170 AGENDA BILL CITY OF BREMERTON CITY COUNCIL 5Z ........................................................................................ SUBJECT: Sole source contract with NorthWind Marine of Seattle for refurbishmcnt work on the Fire Department Rescue boat Committec Meeting Date: .July 11,2007 COUNCIL MEETING Date: .J uly 18, 2007 Department: Fi re Department Presenter: Mick McKinley Phone: 473-5382 SUMMARY: The Fire/Rescue boat has been in storage for the last three years due to budget shortfalls. North Wind Marine of Seattle manufactured and has been storing the fire/rescue boat and it is in the best interests of the City for North Wind Marine to refurbish the boat. The refurbishment will allow the Department to move forward in re-establishing the water fire/rescue program in Bremerton. Staff is requesting approval for a sole source contract with North Wind Marine of Seattle for refurbishment of the fire/rescue boat. ATTACHMENTS: 1. Memo from Chief Duke 2. North Wind Marine proposal to refurbish Fire/Rescue boat. aooz. .\ ~~~ ~ ~~\t!~~ . FISCAL IMPACTS (Include Budgeted Amount): ~ Bond l~ !lad Ou gc; J $65,000 for thIS work. Work is estimated at $58,830 plus WSST (8.8%) '"t'\...~'So Q..~"'~'\~",,"," .. ~ " ....t..\"'6~& 1.cx:::r"l Q\,)'o\h:. ~~~ ~ ~~ \o~~e...\-' ~~ ""\1<. \G1 APPROV ALS: DEPARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: \-.J ~"'" - -------~ / COMMITTEE CHAIR COUNCIL PRESIDENT: ~ : .. -' JY//(&---;;r- . CONSENT AGENDA%- GENERAL BUSINESS D PUBLIC HEARING D~ RECOMMENDED MOTION: Move to approve a sole source contract pursuant to BMC 2.76.090 with N0l1h Wind Marine of Seattle and authorize the mayor to finalize and execute a contract with substantially the same terms and conditions as presented in the attached proposal from NorthWind Marine of Seattle. COUNCIL ACTION: D Approve D Deny D Table D Continue D No Action Sole Source Purchase North Wind Marine I am requesting the use of a sole source contract with NorthWind Marine to refurbish the Fire Departments Water Rescue boat. NorthWind Marine was the originally manufacturer of the boat. With this first hand knowledge they are able to quickly, efficiently, and with sound practices bring this boat up to a working condition to place it back in service. NorthWind has had a good track record of working with the city and has proven to be an honorable and conscientious contractor. They currently have an opening to work on this boat which will allow for the timely return of this vessel to service. Thank you for your consideration. /\ ."\ / I (\ .-/ 1J ...... ~..l..... ",# G~/i (I )', . '- j A.,,? ...:~~ ....,.-' \...A; AI Duke Fire Chief Bremerton Fire Department Fire Boat Paint and Recondition Project July 2,2007 It is the intent of Northwind Marine to provide the following work on the Fire boat currently stored at Northwind Marine for a price not to exceed $58,830.00 plus state sales tax of $5,235.87 for a total of $64,065.87. We would propose the work at time and materials and would bill every two weeks as the project progresses. Work can start as soon as the Fire Department provides a Purchase Order, the time frame for work will depend completely on the work load we have at the time we receive the PO. It must be noted that this price depends on the availability of the used jet pump, which we must order ASAP to secure it. Work will consist of the following: . Removal of all electronics, wiring, brackets, windows, '0' rubber, and all other loose items. . The old bow thruster discharge holes, which are not used, will be filled and the piping removed. · "D" rubber around the shear will be removed and the holes filled. · Install a new swim step to protect the jet drive from the rear. · Paint: The entire boat will be sand blasted removing all paint. The interior of the house will be primed and painted with Zolatone and covered with clear coat ( to Zolatone specifications), The exterior will be primed and painted with White Awl Grip topcoat (to Awl Grip specifications), and the bottom will be primed and painted with Black E-Paint bottom paint(to E-Paint specification). The deck, swim step and bow area will be coated with Matson primer and non-skid. . Install a used 237 Hamilton Jet Pump, to replace the old useless one, with a used one that has been used in fresh water. We will have Hamilton replace the impeller with your old one, which is salvageable, and bed the wear ring as they recommend for salt water, we will also discuss with Hamilton if additional zinc could be added in the old pump like the newer 274. · Fuel tanks will be pumped out and cleaned as well as can be without removing them. The fuel in the tanks has been sitting so long that we feel it is probably contaminated and all of the contamination can not be removed. The Bremerton Fire Department will have to replace the fuel filters often to protect filters from becoming plugged. · Engine over flow tank will be repaired and the engine will be reinstalled in the boat. · All electronics and electrical components will be reinstalled and than rewired using new marine grade wiring and connectors. · Windows and doors will be reinstalled with new bedding compound and all rubber set windows will have new rubber. This Quote will be in effect for 30 days. Don Donart Manager Special Projects. DATE SUBMITTI:D: ./uly 3. 2007 BILL # 07- 17] AGENDA RILL CITY OF BREMERTON CITY COUNCIL S~ ........................................................................................ SUBJECT: Ordinance No. ~iI amending BMC Chapter 9.48 relating to public displays of fireworks Committee rvlceting Date: July 11. 2Oq7 COUNCIL MEETING Date: July 18,2007 Department: Fire Department Presenter: Al Duke/Ken Bagwell Phone: 473-5381/473-2345 SUMMARY: The current provisions of Chapter 9.48 of the Bremerton Municipal Code do not provide procedures for permitting and approval of public displays of fireworks. The proposed ordinance amends Chapter 9.48 of the Bremerton Municipal Code to provide for permitting and approval of public displays of fireworks. A 'IT ACHl\'1ENTS: Proposed Ordinance No. 50 17 FISCAL lMPACTS (Include Budgeted Amount): None APPROV ALS: DEPARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: CONSENT AGENDA ~ GENERAL BUSINESS 0 PUBLIC HEARING 0 COMMITTEE CHAIR COUNCIL PRESIDENT: RECOMMENDED MOTION: Move to pass Ordinance No. 5017 the Bremerton Municipal Code relating to public displays of fireworks. amending Chapter 9.48 of COUNCIL ACTION: 0 Approve 0 Deny 0 Table o Continue 0 No Action ORDINANCE NO. 5011 AN ORDINANCE of the City Council of the City of Bremerton, Washington, amending Chapter 9.48 of the Bremelion Municipal Code relating to public displays of fireworks. WHEREAS, the Clm-ent provisions of Chapter 9.48 of the Bremerton Municipal Code do not provide procedures for pen11itting and approval of public displays of fireworks; and WHEREAS, the City Council desires to update the provisions of Chapter 9.48 of the Bremerton Municipal Code in order to provide for permitting and approval of public displays of fireworks; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. Chapter 9.48 of the Bremerton Municipal Code entitled "Fireworks" is hereby amended to read as follows: Chapter 9.48 FIREWORKS 9.48.010 PERMIT - REQUIRED - FEE. Application for all local fireworks permits including applications for a permit to conduct a public display of fireworks required by the State fireworks law, Chapter 70.77 RCW, shall be made to the Fire Marshal. The fees for such permits shall be as set forth in Chapter 3.01 BMC. 9.48.020 PERMIT - CONDITIONS FOR ISSUANCE. The Fire Chief or his or her designee is responsible for review of any application for a permit for the sale of fireworks or for a public display of fireworks. If the application meets the requirement of state law and this chapter. the Fire Chief or his or her designee is authorized to grant the application and issue a permit. (a) Sale of fireworks. A permit for the sale of fireworks shall be issued only upon the following terms and conditions: (Ia) The applicant shall have a valid and subsisting license issued by the State Fire Marshal authorizing the holder thereof to engage in the retail sale of safe and sane fireworks only. (2.17) The applicant shall have and keep in full force and effect a policy of insurance approved by the City's Risk Manager saving the City harmless for any acts or failures of the pemlittee, in accordance with Chapter 70.77 RCW. O.e) The location of a proposed place of business shall comply with the zoning ordinances of the City. (14) The applicant shall provide a land lease agreement for the location of the proposed place of business signed by the land owner or his authorized representative. Fireworks (2e) The applicant shall provide a scale drawing of the location of the proposed place of business showing the relationship of the fireworks stand to streets and other buildings. (Q.f) The applicant shall submit the name, address and phone number of the person or persons responsible for the fireworks stand. (lg) The applicant shall submit the address of all storage locations for stock that is kept on reserve and not on display for sale. (~R) No penl1it applications shall be processed or accepted after the first day of June of the year ofsa1e. C2.i) The applicant shall post a fifty dollar ($50.00) cash bond conditioned upon the prompt removal of the temporary stand and the cleaning up of all debris from the site. If the permittee removes such temporary stand and cleans up all of the debris before the tenth day of July of the permit year, he shall be entitled to the return of the fifty dollars ($50.00). (b) Public display of fireworks. A permit for a public display of fireworks shall be issued only upon the terms and conditions as set forth RCW 70.77. (1) It shall be unlawful for any person to hold, conduct or engage in a public display of fireworks within the City without having obtained a valid permit issued pursuant to the provision of this chapter. 9.48.030 ST ANDS - CONFORMANCE TO REGULATIONS REQUIRED. (a) Only "common fireworks" authorized by Chapter 212-17 WAC, except toy caps, shall be sold only from temporary stands which conform to the written rules and regulations of the Fire Chief of the City. (b) Each fireworks stand shall have an adult (eighteen (18) years of age or older) in attendance at all times. No person under the age of sixteen (16) years old shall be allowed inside the stand. (c) A sign stating "NO SALE OF FIREWORKS TO ANY PERSON UNDER THE AGE OF 16 YEARS OLD, PHOTO ID REQUIRED." (d) All permittees shall conform to the minimum standards and conditions set forth in the Rules and Regulations for Retail Fireworks Stands by the Fire Chief. 9.48.040 HOURS AND DAYS OF SALE AND DISCHARGE. (a) No person shall use or explode any fireworks within the City except from 11 :00 a.m. to 11 :00 p.m. on July 4th of any year or as part of a public display authorized pursuant to the laws of the State of Washington and this chapter. It shall not be legal to use or discharge fireworks at any other time, specifically including, without limitation, from 6:00 p.m. on December 31st of any year until 1:00 a.m. on January 1st of the subsequent year. Only "common fireworks" authorized by Chapter 212-17 WAC are to be discharged during the authorized time period. (b) Sales of fireworks shall be prohibited except from 12:00 noon to 11 :00 p.m. on June 28th; and from 9:00 a.m. to 11 :00 p.m. on each day from June 29th through July 4th in any calendar year. Nothing in this provision shall make it illegal to have public displays of fireworks when approved by the Bremerton Fire Department in accordance with the Bremerton Municipal Code. (c) The possession of any class or kind of fireworks in violation of the provisions of this chapter is prohibited. 2 Fireworks 9.48.050 STATE STATUTE APPLICABILITY. This chapter is intended to implement Chapter 70.77 RCW, and shall be construed in connection with said laws and all rules and regulations issued pursuant thereto. 9.48.060 RECKLESS DISCHARGE OR USE OF FIREWORKS. It is unlawful for any person to discharge or use fireworks in a reckless manner which creates a substantial risk of death or serious physical injury to another person or damage to the property of another. 9.48.070 PENALTY FOR VIOLATION. Any person failing to comply with the provisions of this chapter, or rules or regulations of the Fire Chief of the City, shall be guilty of a misdemeanor punishable by a fine not to exceed one thousand dollars ($1,000) or by imprisonment not to exceed ninety (90) days or both. Except that any person violating the provisions ofBMC 9.48.060 shall be guilty of a gross misdemeanor and shall be punished by imprisonment not to exceed one (1) year and a fine not to exceed five thousand dollars ($5,000). A person is guilty of a separate offense for each day during which he or she commits or continues to permit a violation of the provisions of this chapter. 9.48.080 ENFORCING OFFICER DESIGNATED. The Fire Chief of the City or his duly authorized representative is designated as the enforcing officer of this chapter. 9.48.090 PERMIT REVOCATION OR SUSPENSION - AUTHORITY. The Fire Chief or his or her designee may at any time suspend or revoke any permit issued under th~is provision~ of this chapter, if the permittee has: (a) Violated any of the provisions of this chapter, or any of his servants, agents or employees have done so; (b) Made any false statement or misrepresentation of fact in connection with obtaining the permit; (c) Failed to obtain or has had any license required by the State of Washington to engage in any act prohibited by Chapter 70.77 RCW, or this chapter, to be done without a license, suspended or revoked; (d) Has had any insurance coverage required by this chapter canceled, revoked, or lapsed. SECTION 2. Severabilitv. If anyone or more sections, subsections, or sentences of this ordinance are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this ordinance and the same shall remain in full force and effect. SECTION 3. Effective Date. This ordinance shall take effect and be in force ten (10) days from and after its passage, approval and publication as provided by law. 3 Fireworks PASSED by the City Council the day of ,2007 WILL MAUPIN, Council President Approved this day of ,2007 CARY BOZEMAN, Mayor ATTEST: APPROVED AS TO FORM: P AULA JOHNSTON, City Clerk ROGER A. LUBOVICH, City Attorney PUBLISHED the EFFECTIVE the ORDINANCE NO. day of day of ,2007 ,2007 R:\Legal\Legal\Ordinances\Fire\2007 Fireworks amendment.ord.doc 4 Fireworks DATE SUBMITTED: July 4,2007 BILL# () 7__iJJJ AGENDA BILL CITY OF BREMERTON CITY COUNCIL 5t. ........................................................................................ SUB.JECT: Ordinance No. -5.9~ approvino Reimbursement Aoreement for the o 0 West 580 Zone. Committee Meeting Date: July 11,2007 COUNCIL MEETING Date: July 18,2007 Department: Engineering Presenter: Mike Mecham Phone: (360) 473-5288 SUMMARY: The proposed ordinance approves the agreement between the City of Bremerton and GEMl LLC providing for reimbursement of capital improvement costs for construction of a pump station and transmission main in the Bremerton West 580 Zone. ATTACHMENTS: 1) Council Summary; 2) Reimbursement Agreement; and 3) Ordinance FISCAL IMPACTS (Include Budgeted Amount): This agreement allows GEMl LLC to be compensated by future users in the West 580 Zone for its $2,871,324.85 investment in water infrastructure. This approach has allowed the Utility to invest this amount of capital in other needed projects. APPROV ALS: DEPARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MAYOR: COMMITTEE CHAIR COUNCIL PRESIDENT: '7 ./ ~.. -~ ~ ---<- ~/ . C -' ',- "'-- ,//jJ W /-' . (/., .A:/ '-- //~ ;/ CONSENT AGENDA' GENERAL BUSINESS D PUBLIC HEARING D RECOMMENDED MOTION: Move to pass Ordinance No. 5 Q.~9.-- approving the Reimbursement Agreement with GEM I LLC. COUNCIL ACTION: D Approve D Dl:ny D Table D Continue D No Action REIMBURSEMENT AGREEMENT FOR THE W580 ZONE STORM SEWER LINE PHASE 1 Council Summary Summary Gem 1 LLC owns property within the Bremerton W580 Zone water service area. The properties are zoned residential and are in various stages of development. In order to provide water service to the W580 Zone a booster pump station and approximately 10,700 linear feet of 16- inch water transmission main were required. GEM1 took sole responsibility for the construction of these improvements at a total cost of $2,871 ,324.85. As a result, GEM1 is eligible for reimbursement for these improvements through the execution of a reimbursement agreement. As the improvements provide service to the entire W580 Zone the reimbursement agreement will apply to all properties requesting service within that zone. The estimated reimbursement cost per service is $926.23 and applies over and above the City's General Facilities Fee and connection fees. Normally, a reimbursement agreement does not require action by the City Council. However, there are three key elements to this agreement that differ from a typical reimbursement agreement. First, there is a portion of the West 580 Zone that has been exempted from paying the reimbursement fee. The lots were used in the calculation to determine the fair share cost but the current owners are exempt from paying the reimbursement charge. This is necessary for GEM1 to honor a previous commitment and only represents a liability for GEM1 as it results in fewer lots that will pay reimbursement. Second, there are lots that will be exempt from participation in future off-site distribution main improvements in the West 580 Zone. The preliminary review of these lots triggered the construction of the pump station and transmission main improvements. City staff recognize the significant financial commitment required to construct these improvements and have determined that said construction adequately addresses the need for participation in offsite improvements by these lots. Third, GEM1 has requested that the City waive the standard 15% administration fee required by BMC Section 15.01.090. GEM1 considers this fee to be excessive for this project and has requested that the fee be waived in consideration of the capital improvements that were constructed in this zone. In an attempt to accommodate this request and in order to minimize administrative efforts, the agreement stipulates that the City of Bremerton will only remit funds on an annual basis. Interest earned by the City while holding these funds should adequately cover the administrative cost of writing 15 reimbursement checks over the 15 year term of the agreement. Finally, it should be noted that both Public Works and Legal Staff have expended significant effort in negotiating the terms of this agreement and are recommending it for Council Approval. Cilr o//3/'<':lI/e"'o/l Reill/hursell/e/ll Ag/'ee/l/l:/II./<1I' Ihe IYesl 580 /'o/le ./ulv}007 '- ...,'. :. .' '.' _.t-__'--.-......._,"'-._ . '...).-'--"-.w..<....l>l.:....:.~_.!_.__-<---~..:.:.... ~ City of Bremerton Reimbursement Agreementfor the West 580 Zone July 2007 ORDINANCE NO. 5D' L AN ORDINANCE of the City Council of the City of Bremerton, Washington, approving the Reimbursement Agreement between the City of Bremerton and GEM 1, LLC for the West 580 Zone Pump Station 2A and 16" Water Transmission Main. WHEREAS, GEM I LLC owns property within the Bremerton water service area adjacent to Anderson Hill Road and Old Clifton Road on the south side of Sinclair Inlet identified as the W580 Zone. In order to provide service to the W580 Zone, a booster pump station and approximately 10,700 linear feet of 16-inch water transmission main were required to be developed; and WHEREAS, The GEMl properties are zoned residential and are in various stages of development and although the City was developing initial plans to extend water service to the W580 Zone, GEM 1 took sole responsibility for designing and constructing these improvements at a total cost of $2,900,000 in order to service its development. As a result, GEM 1 is eligible for reimbursement for these improvements through the execution of a reimbursement agreement; and WHEREAS, In consideration of the capital improvements that were constructed by GEMl and in further consideration that the City of Bremerton will only remit funds on an annual basis, the reimbursement agreement negotiated by the parties provides that the 15% administration fee required by BMC Section 15.01.090 will be waived; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. The Reimbursement Agreement between the City of Bremerton and GEM 1, LLC for the West 580 Zone Pump Station 2A and 16" Water Transmission Main is approved and the Mayor, or designee. is authorized to finalize and execute the agreement in substantially the same form as set forth in Exhibit A, attached hereto and incorporated by reference. SECTION 2. The 15% administration fee required by BMC Section 15.01.090(d) is waived as set forth in Exhibit A. SECTION 3. Severahilitv. If anyone or more sections, subsections, or sentences of this ordinance are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this ordinance and the same shall remain in full force and effect. W580 Zone Reimbursement Agreement SECTION 4. Efleclive Dale. This ordinance shall take eFject and be in force ten (10) days from and afier its passage, approval and publication as provided by law. PASSED by the City Council the day 01'___________, 2007 WILL MAUPIN, Council President Approved this day of ,2007 CARY BOZEMAN, Mayor ATTEST: APPROVED AS TO FORM: PAULA JOHNSTON, City Clerk ROGER A. LUBOVICH, City Attorney PUBLISHED the EFFECTIVE the ORDINANCE NO. day of day of ,2007 ,2007 R:\Legal\Legal\Ordinances\Public Works & Utilities\W580 Zone reimbursement agreementl.doc 2 W580 Zone Reimbursement Agreement Whl'l1 Rccurdcd Rcturn to: EXHIBIT A Nallle: Citv Clerk .\ddress: 34.~ (1,11 Strect Suite (i()() Bremertl1l1, WA 911337 REIMBURSEMENT AGREElVIENT FOR WEST 580 ZONE PUMP STATION 2A AND 16" WATER TRANSMISSION MAIN Document Title: Project Name: Developer Name: Location: Tax Parcel # Abbreviated Legal Description: Reimbursement Agreement for Pump Station 2A and 16" Water Transmissil1n Main 580 Zone GEM 1 L.L.c. West or Anderson Hill Road and North orGld Clifton Road See Exhibit B Located in a portion of Section 4, 5, 32, and 33, Township23 N., R. 1 E, W.M. Kitsap County, Washington This Agreement regarding Capital Improvements for the West 580 Zone Water System is entered into between the City of Bremerton, a Washington municipal corporation ("City") and GEM I, LLC, a Washington limited liability company ("GEMl "). RECIT ALS A. The City is the owner and operator of a municipal water system which includes a major water system operated in an area known as the West 580 Zone, which is located north of Old Clifton Road and west of Anderson Hill Road. The area of the West 580 Zone is legally described and identitied in the map set t(}rth in Exhibit A, attached hereto and incorporated by reference, and further identified by tax parcels . listed in Exhibits Band C, attached hereto and incorporated by reference. B. GEM I is in the process of subdividing and developing its property located at the northwest corner of Old Clitton Road and Anderson Hill Road, also known as the plat of ' 'The Ridge at McCormick Woods Phase I Division I and 2", hereinafter "Ridge at McCormick Woods", for purposes of residential development, permitted by the Kitsap County Comprehensive Plan and an approved Master Plan tor the South Kitsap Urban Growth Area, which includes a substantial portion of the West 580 Zone area. Page I of II When Recorded Return to: Name: City Clerk Address: 345 6'11 Street Suite 600 Bremerton. W A 98337 REIMBURSEMENT AGREEMENT FOR WEST 580 ZONE PUMP STATION 2A AND 16" WATER TRANSMISSION MAIN Document Title: Project Name: Developer Name: Location: Tax Parcel # Abbreviated Legal Description: Reimbursement Agreement for Pump Station 2A and 16" Water Transmission Main 580 Zone GEM] L.L.c. West of Anderson Hill Road and North of Old Clifton Road See Exhibit B Located in a portion of Section 4, 5, 32, and 33, Township23 N., R. 1 E, W.M. Kitsap County, Washington This Agreement regarding Capital Improvements for the West 580 Zone Water System is entered into between the City of Bremerton, a Washington municipal corporation ("City") and GEM l, LLC, a Washington limited liability company ("GEMl "). RECIT ALS A. The City is the owner and operator of a municipal water system which includes a major water system operated in an area known as the West 580 Zone, which is located north of Old Clifton Road and west of Anderson Hill Road. The area of the West 580 Zone is legally described and identified in the map set forth in Exhibit A, attached hereto and incorporated by reference, and further identified by tax parcels listed in Exhibits Band C, attached hereto and incorporated by reference. B. GEM 1 is in the process of subdividing and developing its property located at the northwest corner of Old Clifton Road and Anderson Hill Road, also known as the plat of "The Ridge at McCormick Woods Phase I Division 1 and 2", hereinafter "Ridge at McCormick Woods", for purposes of residential development, permitted by the Kitsap County Comprehensive Plan and an approved Master Plan for the South Kitsap Urban Growth Area, which includes a substantial portion of the West 580 Zone area. Page I of 11 C. In order to provide public water service to GEMl's properties in the West 580 Zone area, substantial improvements to the City's water system in that area are required. AGREEMENT In consideration of the mutual promises and agreements, contained herein, the parties agree as follows: 1. GEMl Improvements: GEM 1 is currently constructing or has already completed construction of the following improvements: a. A 16" ductile iron water transmission main from McCormick Woods Drive/Old Clifton Road intersection to Cook Road Pump Station 2A (approximately 10,700 linear feet). b. An 1800 gpm water Pump Station identified as Pump Station 2A located at 2424 Anderson Hill Road SW. 2. City Improvements: The following additional water system improvements, and associated fixtures and appurtenances or alternative improvements that provide a comparable level of service to the West 580 Zone may be constructed by the City in the future when and if deemed necessary by the City for the water system in the West 580 Zone: a. Reservoir - approximately 1.5 MG located near the Feigley Road / Old Clifton Road intersection b. Approximately 6,000 feet of transmission main from the McCormick Woods Drive / Old Clifton Road intersection to the Reservoir c. Approximately 7,000 feet of distribution main from the Reservoir back to the 1 sl Phase Div. 2 of the McCormick North project 3. GEM! Responsibility: GEMl is responsible for design, permitting and construction of improvements, including any cost overruns, of the projects listed in Section 1, above. For purposes of reimbursement pursuant to Section 6 this agreement, GEMl 's cost of these improvements is $2,871,324.85. Upon completion, GEMl will dedicate these improvements to the City. 4. City Responsibility: The City will be responsible for design, permlttmg and construction including any cost overruns, of improvements of the projects that it may develop listed in Section 2, above. The City agrees that it will not pass the cost of the future improvements listed in Section 2 to GEM 1 or its successors or its assigns via a ULID, zone charge, or other pass through mechanism assessed against the Ridge at McCormick Woods Phase 1 Division 1, 2, and 3 (also known as the McCormick North Page 2 of 11 Phase I Preliminary Plat) development as identified by tax parcels listed in Exhibit C, except as set forth in Section 5 below regarding the City's assessment of a general facility charge. 5. General Facility Charge: The City may assess a General Facilities Charge "GFC", \vhich pursuant to the Bremcrton Municipal Code, against GEMl properties including the Ridge at McCormick Woods Phase 1 Div. 1,2, and 3 developments. 6. Reimbursement Charge: The City agrees that it will also assess a Reimbursement Charge at the rate of $926.23 per Equivalent Residential Unit (ERU) from all properties requesting future water service in the west 580 zone system area legally described and identified in the map set fOlih in Exhibit A, , and further identified by tax parcel numbers set forth in Exhibit B, , provided the Reimbursement Charge shall not be assessed against the platted area commonly known as the Ridge at McCormick Woods Phase 1, Division 1 (as identified by tax parcels listed under Division 1 in Exhibit C and excepting the one parcel identified as Division 2 in said exhibit). The basis of the calculation of the Reimbursement Charge is set forth in Exhibit D, attached hereto and incorporated by reference. The Reimbursement Charge funds received shall be remitted to GEMl no less often than once a calendar year in order to reimburse GEMl for its cost of the facilities constructed pursuant to Section 1, above. 7. Term of Agreement: This agreement shall remain in f(.)fce for fifteen (15) years from date of this agreement or full reimbursement of GEMl's costs of improvements identified in Section 3, whichever occurs first. 8. Latecomer Agreement; No Administrative Fee: The City shall bear the cost of maintaining the administration and records of the Reimbursement Charge and for periodic reimbursement to GEM 1 of funds collected. No administrative fee for processing and remitting the Reimbursement Charge's to GEMl shall be assessed against GEM1 pursuant to BMC 15.01.090(d), as now or hereafter amended. 9. Representations and Warranties: Each party represents and warrants to the other that the execution, delivery, and performance of this Agreement are within that party's powers and have been duly authorized by all necessary company or agency action. 10. Governing Law and Venue: This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. Venue for any action brought shall be in Kitsap County, Washington. 11. Entire Agreement: This Agreement sets fOlih the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, whether written or oral, between the parties with respect to such subject matter. Page 3 of 11 12. Successors and Assigns: The beliefits, burdens and obligations set forth in this Agreement shall be binding upon and inure to the benefit of the pm1ies and their respective heirs, assigns, and successors. 13. Attorneys' Fees: In the event of litigation, including alternative dispute resolution, with respect to the enforcement or interpretation of this Agreement, including appeals, the prevailing party in such litigation shall be entitled to recover, from the non-prevailing party, the prevailing party's reasonable attorneys' fees, costs and disbursements. 14. Notices: For the purpose of delivery of any demand or notice relating to this Agreement, the address of parties shall be the address set forth below. Such party's signature hereon or such address as either party may establish in writing from time to time. To City: City of Bremerton Director of Public Works and Utilities 3027 Olympus Drive Bremerton, W A 98310 To GEM 1: Mr. Doug Skrobut GEM 1, LLC 4978 SW Lake Flora Road Port Orchard, W A 98366 15. Miscellaneous: This Agreement may be modified, supplemented or amended only by a written instrument signed by GEMI and the City. The captions set forth in this Agreement are included for convenience of reference only and shall not in any way limit or affect the meaning or interpretation of any terms or provisions of this Agreement. Neither the waiver by any party of any breach of any provision hereof, nor the failure of any party to seek redress for violation of or insist upon strict performance of any such provision, shall be considered a waiver of such provision or any subsequent breach thereof. GEM 1, LLC DATED: BY: Page 4 of 11 CITY OF BREMERTON DATED: BY: Cary Bozeman, Mayor No/aries are on next page. STATE OF WASHINGTON ) ss. COUNTY OF KITSAP ) On this day of the State of Washington, personally appeared to be the , 2007, before me a Notary Public in and for to me known of a limited liability company that executed the foregoing instrument, and acknowledged it to be the free and voluntary act and deed of the limited liability company, for the uses and purposes mentioned in this instrument, and on oath stated that he/she/they was/were authorized to execute said instrument. GIVEN under my hand and official seal this _ day of ,2007 Notary Public in and for the State of Washington, Residing at: My appointment expires: STATE OF WASHINGTON) ss. COUNTY OF KITSAP On this day of , 2007, before me a Notary Public in and for the State of Washington, personally appeared Cary Bozeman to me known to be the Mayor of the City of Bremel10n, a Washington municipal corporation that executed the foregoing instrument, and acknowledged it to be the free and voluntary act and deed of the corporation, for the uses and purposes mentioned in this instrument, and on oath stated that he was authorized to execute said instrument. Page 5 of 11 GIVEN under my hand and ofticial seal this _ day of ,2007 Notary Public in and for the State of Washington. Residing at: My appointment expires: DEPARTMENTAL APPROVAL: Phil Williams, Director of Public Works and Utilities APPROVED AS TO FORM: RECEIVED FOR FILING: Roger A. Lubovich, City Attorney Paula Johnston, City Clerk R:\Legal\Legal\ConlraCls\PUBLIC WORKS\580 Zone Reimhursel11t:nl Agret:l11t:nl-linal.doc Page 6 of II EXHIBIT A WEST 580 ZONE AREA OF REIMBlJRSEMENT A PORTION OF THE NW VI, SW 1/1, AND A PORTION OF TlIE W ~ OF THE NE 1/4 AND SE VI IN SECTION 04, TOWNSHIP 23 N., RANGE I E.. W.M. IN KITSAP COUNTY, W A. THE EAST ~ OF THE NW '14 AND SW 1/4, THE SE YJ EXCEPT THE NW YJ OF THE SE YJ, THE NE Vt IN SECTION 05, TOWNSHIP 23 N., RA.NGE 1 E., W.M. IN KITSAP COUNTY, Wi\. A PORTION OF THE SW 1/4 AND SE 1/4, IN SECTION 32, TO\VNSHIP 24 N., RANGE 1 E., W.M. IN KITSAP COUNTY, W A. A PORTION OF THE SW V1 IN SECTION 33, TOWNSHIP 24 N., RANGE 1 E., W.M. IN KITSAP COUNTY, WA. AS SHOW ON THE EXHIBIT "A" CONTINUED. Page 7 of 11 -,._,-~.,,-.....~ "~,~ '~~ 11:f' f1 fj ~~1I t};;!j- Exhibit A Continued u II J:r': ~t tI :: ,uW:'- - r-- J-., '" I=>; ~ ~ \ \\C"- h- I- ".... L,~ \.- I!i!!!l! ~ .. ,., .... \f ifW ~ rJ I.~ '"}- #-( ') j II \ 7 f--- I {)torlB II- ~ 1. ~ ::::t L I L- I r J I I t p~ ....... .::p '/ ~ ~ '/ ~ ....,.. ~ ~ ~."V~" ~ ~,,~, ~ ~,~, ~,~ ~/ J~~' 0 ~ ~~ t;~ ~; ,~~ / I ~ - r /-- " r ~ 12~ l-- 'ff :.- /~ ~ :Th:Ridg;'@t~.,~ r, ':~~.Fih\1 . "1.A",~ ".t~ ,u_,j.."... ",,oJ,,,,,,,, .' '. ; ):~~',; =- ---- ~ ~ ~ ~ ~ ~^ ~ :~~~@l~ .;11'10 . '. . ' ~;}/ A It. ~, :UD.. /;> Page 8 of 11 Page 9 of 11 EXHIBIT B TAX PARCEL NUMBERS - WEST 580 ZONE 332401-3-025-2003 322401-3-034-2003 322401-4-028-2009 322401-4-027 -2000 322401-4-026-2001 332401-3-013-2007 322401-4-100-2000 4642 -000-004-0002 4642 -000-003-0003 322401-4-107 -2003 332401-3-024-2004 4642 -000-008-0008 4642-000-006-0000 4642 -000-005-0001 4642-000-009-0007 4642 -000-011-0003 4642-000-010-0004 042301-2-015-2003 052301-2-027 -2008 . 4642-000-015-0009 4642-000-015-0009 4642 -000-014-0000 4642 -000-014-0208 4642 -000-013-0001 4642-000-012-0002 052301-1-019-2000 052301-1-004-2007 042301-2-016-2002 042301-2-003-2007 042301-2-015-2003 4642-000-014-0109 4642-000-016-0008 042301-2-014-2004 4642-000-019-0005 4642-000-018-0006 4642-000-017 -0007 052301-1-020-2007 042301-2-004-2006 052301-2-026-2009 042301-2-013-2005 4642-000-023-0009 4642 -000-022 -0000 4642 -000-021-0001 4642-000-020-0002 052301-1-021-2006 052301-1-022-2005 052301-1-023-2004 052301-1-024-2003 042301-2-005-2005 052301-1-026-2001 052301-1-025-2002 4642 -000-024-0008 4642-000-027 -0005 052301-1-010-20'09 4642-000-025-0007 052301-1-011-2008 4642-000-026-0006 052301-1-014-2005 052301-1-015-2004 042301-2-012-2006 042301-1-065-2004 052301-1-013-2006 052301-1-027 -2000 042301-2-006-2004 052301-1-028-2009 052301-1-017 -2002 052301-1-016-2003 052301-2-025-2000 052301-1-031-2004 052301-1-031-2004 052301-1-032-2003 042301-2-007-2003 042301-2-011-2007 052301-1-030-2005 042301-2-008-2002 042301-2-010-2008 042301-2-009-2001 052301-3-040-2009 052301-3-039-2002 052301-4-013-2000 042301-3-006-2002 042301-3-005-2003 052301-3-037 -2004 052301-4-014-2009 052301-4-017 -2006 052301-4-015-2008 052301-4-018-2005 052301-4-016-2007 042301-3-004-2004 EXHIBIT C TAX PARCEL NUMBERS - WEST 580 ZONE THE RIDGE AT MCCORMICK WOODS PHASE 1 - DIVISION 1 5486-000-001-0001 5486-000-002-0000 5486-000-003-0009 5486-000-004-0008 5486-000-005-0007 5486-000-006-0006 5486-000-007 -0005 5486-000-008-0004 5486-000-009-0003 5486-000-010-0000 5486-000-011-0009 5486-000-012-0008 5486-000-013-0007 5486-000-014-0006 5486-000-015-0005 5486-000-016-0004 5486-000-017 -0003 5486-000-018-0002 5486-000-019-0001 5486-000-020-0008 5486-000-021-0007 5486-000-022-0006 5486-000-023-0005 5486-000-024-0004 5486-000-025-0003 5486-000-026-0002 5486-000-027 -0001 5486-000-028-0000 5486-000-029-0009 5486-000-030-0006 5486-000-031-0005 5486-000-032-0004 5486-000-033-0003 5486-000-034-0002 5486-000-035-0001 5486-000-036-0000 5486-000-037-0009 5486-000-038-0008 5486-000-039-0007 5486-000-040-0004 5486-000-041-0003 5486-000-042 -0002 5486-000-043-0001 5486-000-044-0000 5486-000-045-0009 5486-000-046-0008 5486-000-047-0007 5486-000-048-0006 5486-000-049-0005 5486-000-050-0001 5486-000-051-0000 5486-000-052 -0009 5486-000-053-0008 5486-000-054-0007 5486-000-055-0006 5486-000-056-0005 5486-000-057 -0004 5486-000-058-0003 5486-000-059-0002 5486-000-060-0009 5486-000-061-0008 5486-000-062-0007 5486-000-063-0006 5486-000-064-0005 5486-000-065-0004 5486-000-066-0003 5486-000-067 -0002 5486-000-068-0001 5486-000-069-0000 5486-000-070-0007 5486-000-071-0006 5486-000-072-0005 5486-000-073-0004 5486-000-074-0003 5486-000-075-0002 5486-000-076-0001 5486-000-077 -0000 5486-000-078-0009 5486-000-079-0008 5486-000-080-0005 5486-000-081-0004 5486-000-082-0003 5486-000-083-0002 5486-000-084-0001 5486-000-085-0000 5486-000-086-0009 5486-000-087 -0008 5486-000-088-0007 5486-000-089-0006 5486-000-090-0003 5486-000-091-0002 5486-000-092 -0001 5486-000-093-0000 5486-000-094-0009 5486-000-095-0008 5486-000-097 -0006 5486-000-098-0005 5486-000-099-0004 THE RIDGE AT MCCORMICK WOODS PHASE t - DIVISION 2 5486-000-096-0007 THE RIDGE AT MCCORMICK WOODS PHASE 1 - DIVISION 3 042301-3-005-2003 Page ] 0 of ] ] EXHIBIT D CALCULATION OF REIMBURSEMENT CHARGE Costs Invested by GEM1 LLC: Pump House Transmission Main to McCormick Woods Drive Total Costs Invested by GEM1 LLC ERU's Cost per ERU $1,081,575.85 $1,789,749 $2,871,324.85 3,100 $926.23 Page I I of 11 07 - /7 ~ DATE SUBMITTED: June 22, 2007 BILL # AGENDA BILL CITY OF BREMERTON CITY COUNCI L 51.. ........................................................................................ SUBJECT: Settlemcnt Agreement and Release betwcen the City of Bremerton and Scott Alexander and Daryl Matheny Committee Meeting Date: July 11,2007 COUNCIL MEETING Date: July 18,2007 Department: Park & Recreation Presenter: _ Wyn Birkenthal Phone: 473-5752 SUMMARY: The City and Scott Alexander and Daryl Matheny (Professionals) are parties to an agreement for professional golf services at Gold Mountain Golf Complex. The agreement requires that the Professionals collect greens fees on behalf of the City. Most of the greens fees are collected by credit card. Historically the Professionals have remitted 100% of the greens fees to the City without deducting related credit card fees. The proposed Settlement Agreement and Release provides for reimbursement to the Professionals of credit card fees related to greens fees from 2002 through 2007 at Gold Mountain Golf Complex. ATTACHMENTS: Proposed Settlement Agreement and Release FISCAL IMPACTS (Include Budgeted Amount): Expenditure of$95,938.14 for credit card fees from 2002 through 2006. Payment for 2007 credit card fees is estimated to be approximately $40,000. This payment will be made from the Gold Mountain Golf Fund in 2007 and is not currently a budgeted expenditure. A 2007 budget amendment of $136,000 is required to cover the prior period amounts and the anticipated 2007 fee settlements. Funding will be from the Gold Mountain Golf ending fund balance. COMMITTEE CHAIR COUNCIL PRESIDENT: ~~ APPROV ALS: DEPARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: CONSENT AGENDA ~ GENERAL BUSINESS 0 PUBLIC HEARING 0 RECOMMENDED MOTION: Move to approve the Settlemcnt Agrecmcnt and Release between the City of Bremerton and Scott Alexander and Daryl Matheny and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented and to amend the 2007 Gold Mountain Golf Fund budget by $136,000 to cover thc cost of settlement. COUNCIL ACTION: 0 Approve 0 Deny 0 Table o Continue 0 No Action SETTLEMENT AGREEMENT AND RELEASE 1. Date and Partics. This scttlcment for refcrcnce pllllJoses only is datcd the ___ day of , 2007 and is cntered into by and betwccn Scott Alcxander and Daryl Mathcny, hcreinafter referrcd to as "Professionals" and the City of Bremerton hereinafter referred to as "City" for professional golf services at Gold Mountain Golf Complex. 2. General Recitals. The parties hereto entered into a professional services agreement in May of 2002. This agreement at pel1inent part required that the Professionals be responsible to the City for the collection and daily remittal of all monies at the golf course belonging to the City including, but not limited to, greens fees. 3. Overpayment. The vast majority of monies collected by Professionals for the City for greens fees have been paid by credit card to the account of the Professionals in combination with other payments to the Professionals which are unrelated to City transactions. The Professionals have historically remitted the full amount of the greens fees payment to the City without deducting the credit card charges levied on the payment of City green fees by the credit card provider. Professionals have requested reimbursement of the estimated portion of the total credit card charges that relate to greens fees claiming that these charges are the responsibility of the City. The City does not agree that the allocation method used to estimate the City share is a correct accounting and denies responsibility for the full amount of charges claimed by the Professionals based on this estimate. 4. Compromise and Settlement. In an effort to resolve this dispute, the City agrees to reimburse Professionals for 50% of the estimated allocation of credit card charges incurred for collection of green fees for the years 2002 through 2005 in an amount totaling $59,982.36. For the years 2006 and 2007, the City agrees to reimburse Professionals 100% of the estimated allocation of credit card charges. For 2006, this amount totals $35,955.78. Professionals have provided to the City an estimated allocation of the credit card charges for the years 2002 through 2006. On approval of this agreement, the City agrees to issue a check to the Professionals in the amount of $95,938.14 for the years 2002 through 2006. Payment will be made within 30 days of city council approval. For 2007, the City agrees to reimburse Professionals, upon satisfactory documentation, using the same basis for estimating the appropriate allocation as for year 2006 and prior years. Payment will be made within 30 days of submittal. 5. Settlement and Release. This settlement agreement is intended as a full and complete compromise settlement and release of claims Professionals had against the City as a rcsult of Professionals' collection of greens fees for the City and reimbursement of credit card charges during the term of this agrecment and during the tenn of any and all prior agreements bctwccn the partics for professional golf services at Gold Mountain Golf Complex. In consideration of this settlement bcing made by the City, Professionals agree on behalf of thcmselves, their heirs, successors and assigns forever release and discharge the City from any further claims by Professionals that the City has been overpaid for collection of greens fees or failed to reimburse credit card charges. 6. Construction. This settlement shall be construed in accordance with the laws of the State of Washington. The provisions of this settlement have been negotiated by the parties, and when. interpreting the provisions of this settlement, there shall be no presumption of draftsmanshiiJ for or against either party. 7. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. 8. Waiver. Failure to insist upon strict compliance with any terms, covenants or conditions of this settlement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. 9. Modification. Any waiver, alternation or modification of any of the provisions of this settlement or cancellation or replacement of this settlement shall not be valid unless in writing and signed by the parties. lO. Entire Settlement. This settlement contains the entire agreement between the parties with regards to the subject matter set forth herein. There are no other representations with regards to the subject matter, either orally or in writing. Dated this day of ,2007. CITY OF BREMERTON PROFESSIONALS CARY BOZEMAN, Mayor SCOTT ALEXANDER DARYL MATHENY DEP ARTMENT AL APPROVAL: Director of Parks and Recreation APPROVED AS TO FORM: ROGER LUBOVICH, City Attorney R :\Lcgal\Lcgal\Fi !Cs\ClIITCnt Activc Fi Ics\Gold MOllntain\scttlclllcnt agrcclllcnt-final.doc DATE SUBMITTED: BILL# 07- (80 AGENDA BILL CITY OF BREMERTON CITY COUNCIL 5~ ........................................................................................ SUBJECT: Budget adjustment of $ I 3, I 00 to Parks and Recreation for the purchase of furniture and equipment at Harborside Fountain Park. Committee Meeting Date: COUNCIL MEETING Date: Department: Presenter: Phone: July 11,2007 July 18,2007 Parks and Recreation B i rkenthall Cressman (360) 473-5305 SUiVIMARY: The Parks Department maintenance crew perfonned landscape and in-igation work during the construction of Harborside Fountain Park. The Department was compensated by billing the project for $13,100 of labor cost. This agenda item would adjust the 2007 Parks budget and authorize the expenditure of the $13,100 to purchase additional tables, chairs, benches and trash receptacles for the Fountain Park along with a 48 inch John Deere stand-up mower to maintain the Park lawn. ATTACHMENTS: FISCAL IMPACTS (Include Budgeted Amount): $13,100 charged to the Harborside Fountain Park construction budget. ~\J..d~ ~'<<l\J \~~ ~':\ ~'C"O\ ~\. ~', \ \, N" \::'c;l v v-ac;,v 'L ~ "..1;1,} ..,..""e...J. \P" ~(;o.""~' ~~~~ ~Q -\-\....... \r\.c:..~\oc;.",""'ii.&1;L ~"'"...~ Q1'O\~<:..:~. '-'-'1-",I-;ln APPROVALS: ~_...._.~ DEPARTMENT DIRECTOR: ~ --- CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: CONSENT AGENDA GENERAL BUSINESS 0 PUBLIC HEARING 0 COMMITTEE CHAIR COUNCIL PRESIDENT: RECOMMENDED MOTION: Move to approve budget adjustment in the amount of $13,100 to the Parks and Recreation Department for purchase of furniture and minor equipment for use at Harborside Fountain Park. COUNCIL ACTION: 0 Approve 0 Deny 0 Table o Continue 0 No Action AGENDA BILL ell')' OF 131\ EMERTON CIIY COUNCIL L3IUo Ii _ OZ~__ //7 / ~A I),'\T[ SUIHvlITTU) .lUlie' 11_ 2007 DDmgDmaaamgDDmm~mDBmQCgBmmaBmpmmQOm.aADmaDmQ~DmaAmmcmmmmm~aWBgaagpQpgQamamOgDm~agDaDgaml SUBJECT: Pllotu- Ln forecll1en! Ore! i nance 50 \ B ~ 'f'ecrtl Vl ~ rJM C~iet^ 10. L\::t v--equ,(a:r:\'hCf ~ tA~iv"l f'koiD e",.:fv rt.e vvYe,V\::/- J e V {c. d COllllllitt\:-'e iVleeting Date: COUNCIL MEETING Date: Depal-tment: Presenter: Phone: ~~~_~_~~~-:-,Ju.J~jJ.lDC)'7 h~J1TI~~J:l2-,-J.dL\_t<6+lL'O' 7 Police --------~-----~ U. Pete Fisher --------~_.-~~-- 360473-5236 SUMMARY: The proposed Photo Enl()I"eell1ent Ordinance creates a new 13remerton iVlunicipal Code Chapter 10.42 entitled Automated TralTic Safety Cameras. The BMC currently has no guidancc relating to the use of photo-enforcement within the City limits. The proposed ordinance contains the f<.)llowing sections: . The RCW that authorizes cities to use photo-enforcement . Inclusion of the Model Traffic Ordinance . The purpose of automated traffic safety cameras . Procedures for issuance of citations . Disposition of violations. ATTACHMENTS: Ordinance NO. 5 al e, FISCAL IMPACTS (Include Budgeted Amount): Implementation of this Ordinance will generate both revenues from imposed fines and expenditures associated with installation and operation of the red light and speed zone enforcement systems. Implementation will require City Council approval of a contract with a photo enforcement vendor to set up and maintain the required equipment and software. The 2007 budget as adopted has more than adequate provision for revenues and expenditures anticipated to be incurred and received upon implementation of the program authorized by this ordinance. APPROVALS: DEPARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: COUNCIL PRESIDENT: I~-CONSENT AGENDA ~ GENERAL BUSINESS (2( PU BL~}-II~ARIN9_D RECOMMENDED MOTION: Move pass Ordinance No. 5J2Jffireating a new Bremerlon Municipal Code Chapter 10.42 regarding regulating anel using photo enforcement devices. ~ ,....-,.... ~~;:::;. ,../1.' ~.~~~ , . .. " nr t7 COMMITTEE CHAIR COUNCIL ACTION: D Approve D DeilY [J lnhle 1=1 COlltillue 0 No Aclioll ORDINANCE NO. '50 lfJ AN ORDINANCE of the City Council of the City of Bremerton, Washington, relating to automated traffic safety cameras; authorizing the use of these cameras to detect stoplight infractions at intersections where two arterials intersect and to enforce school speed zones; adopting the standards and restrictions regarding use of traffic safety cameras qJ~acted by the Washington State Legislature during the 2005 regular session; setting the monetary penalty for infractions detected by an automated traffic safety camera; and creating a new chapter of the Bremerton Municipal Code, Chapter 10.42 entitled "Automated Traffic Safety Cameras". WHEREAS, some of the worst traffic accidents - those involving right- angle collisions at high rates of speed - are the result of running red lights, and studies have shown that these accidents involve more serious injury and deaths than other kinds of accidents at signalized intersections; and WHEREAS, the strategic placement of automated cameras at these intersections to record red light running violations has been shown to reduce the frequency of violations, corresponding injuries, and associated economic costs; and WHEREAS, some of the most tragic traffic accidents - those involving school children - are the result of speeding in school zones; and WHEREAS, the strategic placement of automated cameras in school zones to record speeding violations has been shown to reduce the frequency of violations, corresponding injuries, and associated economic costs; and WHEREAS, the City of Bremerton has numerous arterial intersections that would benefit from the strategic placement of automated traffic safety cameras; and WHEREAS, the City of Bremerton has numerous school zones that would benefit from the strategic placement of automated traffic safety cameras; and WHEREAS, the State Legislature has passed a law authorizing local jurisdictions to use automated traffic safety cameras subject to restrictions specified in that legislation; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: SECTION I. Law enforcement officers of the City of Bremetion are authorized to use automated traffic cameras and related automated systems to detect the following: (1) stoplight violations, and (2) school speed zone violations. The use of automated traffic cameras Photo Enforcement and related automated systems shal1 be subject to the restrictions specified in state law, (Chapter 167, Laws of 2005). SECTION 2. A new chapter, Chapter 10.42 entitled "Automated Traffic Safety Cameras" of the Bremerton Municipal Code is hereby created to read as follows: Chapter 10.42 AUTOMATED TRAFFIC SAFETY CAMERAS 10.42.010 AUTOMATED TRAFFIC SAFETY CAMERAS AUTHORIZED. The use of automated traffic safety cameras to detect violations of WAC Sections 308- 330-408 and 308-330-423, which the City has adopted by reference as sections of the Model Traffic Ordinance, is authorized at intersections where two arterial roadways intersect and in school speed zones, subject to the restrictions specified in state law (RCW 46.63.170). 10.42.020 NOTICE OF INFRACTION. A police officer or other authorized representative of the City has the authority to issue a notice of traffic infraction when the infraction is detected through the use of an automated traffic safety camera under this Chapter. 10.42.030 TRAFFIC INFRACTIONS DETECTED THROUGH THE USE OF AN AUTOMATED TRAFFIC SAFETY CAMERA. (a) A notice of infraction based on evidence detected through the use of an automated traffic safety camera shall be mailed to the registered owner of the vehicle within fourteen (14) days of the violation, or to the renter of a vehicle within fourteen (14) days of establishing the renter's name and address under subsection (c)(1) of this section. The police officer of other authorized representative of the City issuing the notice of infraction shall include with it a certificate or facsimile thereof, based upon inspection of photographs, microphotographs, or electronic images produced by an automated traffic safety camera, stating the facts supporting the notice of infraction. This certificate or facsimile is prima facie evidence of the facts contained in it and is admissible in a proceeding charging a violation of WAC Section 308-330-423 or WAC Section 308-330-408. The photographs, microphotographs, or electronic images evidencing the violation must be available for inspection and admission into evidence in a proceeding to adjudicate the liability for the infraction. (b) A person receiving such a notice of infraction may respond to the notice by mail. The registered owner of a vehicle is responsible for such an infraction unless the registered owner overcomes the presumption in subsection (e) of this section, or, in the case of a rental car business, satisfies the conditions under subsection (c) of this section. If appropriate under the circumstances, a renter identified under subsection (c)(1) of this section is responsible for such an infraction. (c) If the registered owner of the vehicle is a rental car business, the peace officer shall, before such a notice of infraction is issued, provide a written notice to the rental car business that a notice of infraction may be issued to the rental car business if the rental car business does not, within thirty (30) days of receiving the written notice, provide to the peace officer by retum mail: 2 Photo Enforcement (1) A statement under oath stating the name and known mailing address of the individual driving or renting the vehicle when the infraction occUlTed; or (2) A statement under oath that the business is unable to determine who was driving or renting the vehicle at the time the infraction occun-ed because the vehicle was stolen at the time of the infraction. A statement provided under this subsection must be accompanied by a copy of a filed police report regarding the vehicle theft; or (3) In lieu of identifying the vehicle operator, the rcntal car business may pay the applicable penalty. Timely mailing of this statement to the peace officer relieves a rental car business of any liability under this chaptcr for the notice of infraction. (d) For the purposes of this ordinance, "automated traffic safety camera" means a device that uses a vehicle sensor installed to work in conjunction with an intersection traffic control system, or a speed measuring device, and a camera synchronized to automatically record one or more sequenced photographs, microphotographs, or electronic images of the rear of a motor vehicle at the time the vehicle fails to stop when facing a steady red traffic control signal or an activated railroad grade crossing control signal, or exceeds a speed limit in a school speed zone as detected by a speed measuring device. ( e) In a traffic infraction case involving an infraction detected through the use of an automated traffic safety camera, proof that the particular vehicle described in the notice of traffic infraction was in violation of Section WAC Section 308-330-408 or WAC Section 308-330-423, together with proof that the person named in the notice of traffic infraction was at the time of the violation the registered owner of the vehicle, constitutes in evidence a prima facie presumption that the registered owner of the vehicle was the person in control of the vehicle at the point where, and for the time during which, the violation occun-ed. This presumption may be overcome only if the registered owner states, under oath, in a written statement to the court or in testimony before the court that the vehicle involved was, at the time, stolen or in the care, custody, or control of some person other than the registered owner. (RCW 46.63.170 and RCW 46.63.075) 1 0.42.040 MONETARY PENAL TIES. A traffic infraction for violations ofW AC Section 308-330-408 or WAC Section 308- 330-423 detected through the use of an automated traffic safety camera shall be processed in the same manner as a parking infraction. The base monetary penalty for a violation of either WAC Section 308-330-408 or WAC Section 308-330-423 shall be the same as the fine established for each pursuant to State or Local law, including statutory assessments. However, the amount of the fine issued for an infraction generated through the use of an automated traffic safety camera shall not exceed the amount of a fine issued for parking infractions within the City, including disabled parking infractions. 10.42.050 SIGNAGE. All locations where an automated traffic safety camera is used shall be clearly marked by placing signs in locations that clearly indicate to a driver that he or she is entering a zone where traffic laws are enforced by an automated traffic safety camera. 3 Photo Ellforcemellt 10.42.060 ELECTRONIC SIGNATURES. In connection with the photo enforcement program as set forth in this chapter, the Chief of Police or his or her designee is authorized to utilize electronic signature in accordance with the provisions of Chapter 19.34 RCW. SECTION 3. Severabilitv. If anyone or more sections, subsections, or sentences of this ordinance are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this ordinance and the same shall remain in full force and effect. SECTION 4. Effective Date. This ordinance shall take effect and be in force ten (10) days from and after its passage, approval and publication as provided by law. PASSED by the City Council the day of ,2007 WILL MAUPIN, Council President Approved this day of ,2007 CARY BOZEMAN, Mayor ATTEST: APPROVED AS TO FORM: P AULA JOHNSTON, City Clerk ROGER A. LUBOVICH, City Attorney PUBLISHED the EFFECTIVE the ORDINANCE NO. day of day of ,2007 ,2007 R:\Lcgal\Lcgal\Ordinances\Policc\Photo Enforcement. v I.doc 4 Photo Enforcement DATE SUBMITTED: July 4. 2007 BILL # ~7 -- 16::2. AGENDA BILL CITY OF BREMERTON CITY COUNCIL ill 8 ........................................................................................ SUBJECT: Contract with Redtlex Traffic Systems for Photo Enforcement. Committee Meeting Date: July 11.2007 COUNCIL MEETING Date: July 18.2007 Department: PW&U, Engineering Presenter: Michael Mecham Phone: 473-5288 SUMMARY: The Public Works and Utilities Depm1ment with the assistance of the Police Depm1ment and the Municipal Court issued a Request for Proposals for photo enforcement of signalized intersections and school zones. Redflex Traffic Systems was most responsive and was selected for Photo Enforcement Services. ATTACHMENTS: 1. Council Summary, 2. Agreement FISCAL IMP ACTS (Include Budgeted Amount): The contract is written to be cost neutral. There is no cost for the installation of equipment or other services beyond the infraction fees collected or the fees in Exhibit "D" of the contract, whichever is least. The 2007 budget includes provisions for revenues and expenditures for photo enforcement in the General Fund Non-Departmental budget (gross revenues and expenditures which will net to zero or greater per the terms of the contract) that is more than sufficient to cover the remainder of 2007 under the terms of this agreement. APPROV ALS: DEPARTMENT DIRECTOR: CITY ATTORNEY: FINANCE DIRECTOR: MA YOR: COMMITTEE CHAIR COUNCIL PRESIDENT: ~?f /.!j-eL____ /t. .1}Pb~ . (j/ CONSENT AGENDA D GENERAL BUSINESS PUBLIC HEARING D RECOMMENDED MOTION: Move to approve Contract with Redflex Traffic Systems for Photo Enforcement and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented COUNCIL ACTION: D Approve D Deny D Table D Continue D No Action Contract with Redflex Traffic Systems for Photo Enforcement Council Summary SUMMARY Photo enforcement for school zones and signalized intersections was approved in the 2007 budget. Public Works and Utilities, Police Department, and Municipal Court staff issued a request for proposal for photo enforcement services. Redflex Traffic Systems was determined as the most responsive. Staff has negotiated a contract with Redflex Traffic Systems. The following is a summary of important points of the contract: · There is no initial capital cost. All equipment belongs to Redflex. · All equipment will be installed, operated and maintained by Redflex. No additional Public Works and Utilities personnel will be needed to operate the hardware. · The contract provides for up to 12 locations. City staff is initially recommending the Kitsap Way, Wheaton Way/Warren Avenue, and Burwell Street corridors. · Redflex will provide traffic studies to determine which intersections and school zones are most cost effective. · Final approval of an infraction shall be made by a City of Bremerton Police Officer. · Some expert witness services shall be provided by Redflex. · Redflex shall train City of Bremerton Police on being an expert witness. FISCAL SUMMARY The contract is written so there is no cost to the City. If revenues collected do not meet the fees in Exhibit "0" of the contract then only the fees collected shall be due to Redflex. CiIY o(Hl'elll<!/'IOII COIIII'IIClll'llh Ned/lex li'ii/lic ,\)',\'lellls/iJl' jJholo LlljiJl'celllelll .Jlllle }007 EXCLUSIVE AGREEMENT BETWEEN THE Crry OF BREMERTON AND REDFLEX TRAFFIC SYSTEMS. INC. FOR PHOTO RED LIGHT ENFORCEMEN"r PROGRAM This Agreement ( "Agreement") is made as of this _ day of June, 2007 by and between Rednex Traffic Systems, Inc. with offices at 6047 Bristol Parkway 1 st Floor, Culver City, California 90230 ("Redt1ex"), and The City of Bremerton a municipal corporation, with offices at 345 6th Street, Suite 600, Bremerton, W A 98337 ( "Customer"). RECIT ALS WHEREAS, Redt1ex has exclusive knowledge, possession and ownership of certain equipment, licenses, applications, and citation processes related to digital Photo Red Light and Speed enforcement systems; and WHEREAS, the Customer desires to engage the services of Redflex to provide certain equipment, processes and back office services so that authorized city staff of the Customer are able to monitor, identify and enforce red light running and school zone speeding infractions; and WHEREAS, it is a mutual objective of both Redflex and the Customer to reduce the incidence of vehicle collisions at the traffic intersections, city streets and school zones that will be monitored pursuant to the terms of this Agreement. NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. DEFINITIONS. In this Agreement, the words and phrases below shall have the following meanings: 1.1. "Authorized Officer" means the Law Enforcement Project Manager and/or such other individual(s) as the Customer shall designate to review Potential Infractions and to authorize the Issuance of Citations with respect thereto, and in any event, a sworn peace officer or a qualified employee of the City of Bremerton. 1.2. "Authorized Infraction" means each Potential Infraction in the Infraction Data for which authorization to issue a citation in the form of an Electronic Signature is given by the Authorized City Staff by using the Redt1ex System. 1.3. "Citation" means the notice of an Infraction, which is mailed or otherwise delivered by Redt1ex to the violator on the appropriate Enforcement Documentation in respect of each Authorized Infraction. 1.4. "Contidential or Private Information" means, with respect to any Person, any information, matter or thing of a secret, contidential or private nature, whether or not so labeled, which is connected with such Person' s business or methods of operation or concerning any of such Person's suppliers, licensors, licensees, customers or others with whom such Person has a business relationship, and which has current or potential value to such Person or the unauthorized disclosure of which could be detrimental to such Person, including but not limited to: 1.4.1. Matters of a business nature. including but not limited to information relating to development plans, costs, finances. marketing plaIis, data, procedures, business oppol1unities, marketing methods, plans and strategies, the costs of construction, installation, materials or components. the prices such Person obtains or has obtained from its clients or customers, or at which such Person sells or has sold its services; and 1.4.2. Matters of a technical nature, including but not limited to product information, trade secrets, know-how, formulae, innovations, inventions. devices, discoveries, techniques, formats, processes, methods, specifications, designs, patterns, schematics, data, access or security codes, compilations of information, test results and research and development projects. For purposes of this Agreement, the term "trade secrets" shall mean the broadest and most inclusive interpretation of trade secrets. 1.4.3. Notwithstanding the foregoing, Confidential Information will not include information that: (i) was generally available to the public or otherwise part of the public domain at the time of its disclosure, (ii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission by any party hereto in breach of this Agreement, (iii) was subsequently lawfully disclosed to the disclosing party by a person other than a party hereto, (iv) was required by a court of competent jurisdiction to be described, or (v) was required by applicable state law to be described. 1.5. "Designated Enforcement Sites" means the Enforcement Sites set forth on Exhibit A attached hereto, and such additional Enforcement Sites as Redflex and the Customer shall mutually agree from time to time. 1.6. "Electronic Signature" means the method through which the Authorized Officer indicates his or her approval of the issuance of a Citation in respect of a Potential Infraction using the Redflex System. 1.7. "Enforcement Documentation" means the necessary and appropriate documentation related to the Photo Red Light and Speed Enforcement Program, including but not limited to warning letters, citation notices (using the specifications of the Bremerton Municipal Court and the City, a numbering sequence for use on all citation notices (in accordance with applicable court rules), instructions to accompany each issued Citation (including in such instructions a description of basic court procedures, payment options and information regarding the viewing of images and data collected by the Redflex System), chain of custody records, criteria regarding operational policies for processing Citations (including with respect to coordinating with the Department of Motor Vehicles), and technical supp0l1 documentation for applicable court and judicial officers. 1.8. "Equipment" means any and all cameras, sensors. equipment, components, products, software and other tangible and intangible property relating to the Redflex Photo Red Light and Speed System(s), including but not limited to all camera systems, housings, radar units, severs and poles. 2 1.9. "'Fine" means a monetary sum assessed for Citation, excluding suspended fines. 1.10. "Governmental Authority" means any domestic or foreign government governmental authority, court, tribunal, agency or other regulatory, administrative or judicial agency, commission or organization, and any subdivision, branch or department of any of the foregoing. 1.11. "Installation Date of the Photo Red Light and Sneed Program" means the date on which Redtlex completes the construction and installation of at least one ( I) Intersection Enforcement Site in accordance with the terms of this Agreemcnt so that such Intcrsection Enforcement Site is operational for the purposes of functioning with the Photo Red Light and Speed Program. 1.12. "Intellectual Property" means, with respect to any Person, any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the world, including but not limited to copyrights, moral rights and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secrets rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing), of such Person. 1.13. "Intersection Approach" means a conduit of travel with up to four (4) contiguous lanes from the curb originating from one direction (e.g., northbound, southbound, eastbound or westbound) on which at least one (1) system has been installed by Redflex for the purposes of facilitating Redlight Photo Enforcement by the Customer. 1.14. "Operational Period" means the period of time during the Term, commencing on the Installation Date, during which the Photo Red Light and Speed Enforcement Program is functional in order to permit the identification and prosecution of Infractions at the Designated Enforcement Sites by a sworn peace officer of the Customer and the issuance of Citations for such approved Infractions using the Redflex System. 1.15. "Person" means a natural individual, company, Governmental Authority, partnership, firm, corporation, legal entity or other business association. 1.16. "Police Proiect Manager" means the project manager appointed by the Customer in accordance with this Agreement, which shall be a sworn peace ofticer and shall be responsible for overseeing the installation of the Enforcement Sites and the implementation of the Photo Red Light and Speed Program, and which manager shall have the power and authority to make management decisions relating to the Customer's obligations pursuant to this Agreement, including but not limited to change order authorizations, subject to any limitations set fOl1h in the Customer's chal1er or other organizational documents of the Customer or by the city counselor other governing body of the Customer. 1.17. "Potential Infraction" means, with respect to any motor vehicle passing through a Designated Intersection Approach, the data collected by the Redtlex System with respect to such motor vehicle, which data shall be processed by the , -' Redllex System for the purposes of allowing the Authorized City Staff to review such data and determine whether a Red Light Infraction has occurred. 1.18. "Proprietarv Property" means, \vith respect to any Person, any written or tangible property owned or used by such Person in connection with such Person's business, whether or not such property is copyrightable or also qualifies as Contidential Information, including without limitation products. samples, equipment. tiles. lists, books, notebooks, records, documents, memoranda. reports, patterns, schematics, compilations, designs, drawings, data, test results, contracts, agreements, literature, correspondence, spread sheets. computer programs and software, computer print outs, other written and graphic records and the like, whether originals, copies, duplicates or summaries thereot: affecting or relating to the business of such Person, financial statements, budgets, projections and invoices. 1.19. "Redtlex Marks" means all trademarks registered in the name of Redflex or any of its affiliates, such other trademarks as are used by Redflex or any of its affiliates on or in relation to Photo Red Light and Speed Enforcement at any time during the Term this Agreement, service marks, trade names, logos, brands and other marks owned by Redflex, and all modifications or adaptations of any of the foregoing. 1.20. "Redflex Proiect Manager" means the project manager appointed by Redflex in accordance with this Agreement, which project manager shall initially be Jack Weaver or such person as Redflex shall designate by providing written notice thereof to the Customer from time to time, who shall be responsible for overseeing the construction and installation of the Designated Enforcement Sites and the implementation the Photo Red Light and Speed Enforcement Program, and who shall have the power and authority to make management decisions relating to Redflex's obligations pursuant to this Agreement, including but not limited to change-order authorizations. 1.21. "Redflex Photo Red Light and Speed System" means, collectively, the SmartCam™ System, the SmartOpsTM System, the Photo Red Light and Speed Program, and all of the other equipment, applications, back office processes and digital red light traffic enforcement cameras, sensors, components, products, software and other tangible and intangible property relating thereto. 1.22. "Photo Red Light and Speed Enforcement Program" means the process by which the monitoring, identification and enforcement of Infractions is facilitated by the use of certain equipment, applications and back office processes of Redflex, including but not limited to cameras, flashes, central processing units, signal controller interfaces and detectors (whether loop, radar or video loop) which, collectively, are capable of measuring Infractions and recording such Infraction data in the form of photographic images of motor vehicles. ] .23. "Infraction Criteria" means the standards and criteria by which Potential Infractions will be evaluated by Authorized City Statf of the Customer, to determine a infraction was committed. all of which shall be in compliance with all applicable laws, rules and regulations of Governmental Authorities. 4 1.24. ''SmartCam™ System" means the proprietary digital redlight photo enforcement system of Redtlex relating to the Photo Red Light and Speed Enforcement Program. 1.25. "SmartOpsTM System" means the proprietary back-oftice processes of Redllex relating to the Photo Red Light and Speed Enforcement Program. 1.26. "SmartSceneTM System" means the proprietary digital video camera unit, hardware and software required for providing supplemental infraction data. 1.27. "Traftic Signal Controller Boxes" means the signal controller interface and detector, including but not limited to the radar or video loop. as the case may be. 1.28. "Infraction" means any traffic infraction contrary to the terms of the RCW (Revised Code of Washington)or any applicable rule, regulation or law of any other Governmental Authority, including but not limited to operating a motor vehicle contrary to traffic signals, and operating a motor vehicle without displaying a valid license plate or registration. 1.29. "Infractions Data" means the images and other Infractions data gathered by the Redflex System at the Designated Enforcement Sites. 1.30. "Warning Period" means the period of thirty (30) days after the Installation Date of the first intersection approach. 2. TERAf. The term of this Agreement shall commence as of the date hereof and shall continue for a period of five (5) years after the Installation Date (the "Initial Term"). The Customer shall have the right, but not the obligation, to extend the term of this Agreement for up to two (2) additional consecutive and automatic two (2) year periods following the expiration of the Initial Term (each, a "Renewal Term" and collectively with the Initial Term, the "Term"). The Customer may exercise the right to extend the term of this Agreement for a Renewal Term by providing written notice to Redflex not less than thirty (30) days prior to the last day of the Initial Term or the Renewal Term, as the case may be. 3. SERVICES. Redflex shall provide the Photo Red Light and Speed Enforcement Program to the Customer, in each case in accordance with the terms and provisions set forth in this Agreement. 3.1. INSTALLATION. With respect to the construction and installation of the Designated Enforcement Sites and the installation of the Redflex System at such Designated Enforcement Sites, the Customer and Redflex shall have the respective rights and obligations set forth on Exhibit B attached hereto. 3.2. MAINTENANCE. With respect to the maintenance of the Redflex System at the Designated Enforcement Sites the Customer and Redflex shall have the respective rights and obligations set forth on Exhibit C attached hereto. 3.3. INFRACTION PROCESSING. During the Operational Period, Infractions shall be processed as follows: 3.3.1. All Infractions Data shall be stored on the Redtlex System; 3.3.2. The Redtlex System shall process Infractions Data gathered from the Designated Enforcement Sites into a format capable of review by the Authorized City Staff via the Redtlex System; 5 3.3.3. The Redtlex System shall be accessible by the Authorized City Stafl through a virtual private network in encrypted format by use of a contidential password on any computer equipped with a high-speed internet connection and a web browser; 3.3.4. Redtlex shall provide the Authorized City Staff \vith access to the Redtlex System for the purposes of revie\ving the pre-processed Infractions Data \vithin seven (7) days of the gathering of the Infraction Data from the applicable Designated Enforcement Sites 3.3.5. The Customer shall cause the Authorized Officer to review the Infractions Data and to determine whether a citation shall be issued with respect to each Potential Infraction captured within such Infraction Data, and transmit each such determination in the form of an Electronic Signature to Redflex using the software or other applications or procedures provided by Redtlex on the Redflex System for such purpose, and REDFLEX HEREBY ACKNOWLEDGES AND AGREES THAT THE DECISION TO ISSUE A CITA nON SHALL BE THE SOLE, UNILATERAL AND EXCLUSIVE DECISION OF THE AUTHORIZED CITY STAFF AND SHALL BE MADE IN SUCH AUTHORIZED CITY STAFF'S SOLE DISCRETION (A ''CITATION DECISION"), AND IN NO EVENT SHALL RED FLEX HA VE THE ABILITY OR AUTHORIZATION TO MAKE A CITATION DECISION; 3.3.6. With respect to each Authorized Infraction, Redflex shall print and mail a Citation within six (6) days after Redflex's receipt of such authorization; provided, however, during the Warning Period, warning infraction notices shall be issued in respect of all Authorized Infractions; 3.3.7. Redflex shall provide a toll-free telephone number for the purposes of answering citizen inquiries. The number shall be printed on the infraction including times and time zone as to when this number can be reached. 3.3.8. Redflex shall permit the Authorized City Staff to generate monthly reports using the Redflex Standard Report System. 3.3.9. Upon Redflex's receipt of a written request from the Customer and in addition to the Standard Reports, Redflex shall provide, without cost to the Customer, reports regarding the processing and issuance of Citations, the maintenance and downtime records of the Designated Enforcement Sites and the functionality of the Redflex System with respect thereto to the Customer in such format and for such periods as the Customer may reasonably request; provided, however, Redflex shall not be obligated to provide in excess of six (6) such reports in any given twelve (12) month period without cost to the Customer; 3.3.10. Upon the Customer's receipt of a written request from Redtlex, the Customer shall provide, without cost to Redtlex, reports regarding the prosecution of Citations and the collection of tines, fees and other monies in respect thereof in such format and for such periods as Redtlex may reasonably request; provided, however, the Customer shall not be obligated to provide in excess of six (6) such repol1s in any given twelve (12) month period without cost to Redtlex; 6 3.3.11. During the six (6) month period following the Installation Date and/or upon Redflex's receipt of a written request from the Customer at least fourteen (14) calendar days in advance of court proceeding, Redtlex shall provide expert witnesses for use by the Customer in prosecuting Infractions; provided, however, the Customer shall use reasonable best effC)J1s to seek judicial notice in lieu of requiring Redtlex to provide such expert witnesses. Following the initial six (6) month period, Redtlex will provide expert witnesses to the Customer at no charge for the first two (2) requests in a calendar year, and will be reimbursed for all travel related expenses for any additional requests for expert witness testimony within the calendar year; and 3.3.12. During the three (3) month period following the Installation Date, Redflex shall provide such training to law enforcement personnel as shall be reasonably necessary in order to allow such personnel to act as expert witnesses on behalf of the Customer with respect to the Redlight Enforcement Program. The initial training session will consist of two days of instruction. 3.4. PROSECUTION AND COLLECTION; COMPENSATION. The Customer shall prosecute Citations and the collection of all Fines in respect thereof, and Redflex shall have the right to receive, and the Customer shall be obligated to pay, the compensation set forth on Exhibit D attached hereto. When any infraction is contested or a request is made by the defendant to allow for payments or delay of payment then the Bremerton Municipal Court shall collect and account for all collection of fines. Redflex may request a report of the infractions and status of collections on a monthly basis. If the fines collected by Redflex do not meet the compensation as set forth in Exhibit D then Redflex may request the customer to compensate Redflex from the funds collected by the municipal court for photo enforcement up to the amount set forth in Exhibit D. 3.5. OTHER RIGHTS AND OBLIGATIONS. During the Term, in addition to all of the other rights and obligations set forth in this Agreement, Redflex and the Customer shall have the respective rights and obligations set forth on Exhibit E attached hereto. 3.6. CHANGE ORDERS. The Customer may from time to time request changes to the work required to be performed or the addition of products or services to those required pursuant to the terms of this Agreement by providing written notice thereof to Redflex, setting forth in reasonable detail the proposed changes (a "Change Order Notice"). Upon Redflex's receipt of a Change Order Notice, Redflex shall deliver a written statement describing the effect, if any, the proposed changes would have on the pricing terms set f0l1h in Exhibit D (the "Change Order Proposal"), which Change Order Proposal shall include (i) a detailed breakdown of the charge and schedule effects, (ii) a description of any resulting changes to the specifications and obligations of the parties, (iii) a schedule for the delivery and other performance obligations, and (iv) any other information relating to the proposed changes reasonably requested by the Customer. Following the Customer's receipt of the Change Order Proposal, the parties shall negotiate in good faith and agree to a plan and schedule for 7 implementation of the proposed changes, the time, manner and amount of payment or price increases or decreases, as the case may be. and any other matters relating to the proposed changes; provided, hl)\vever, in the event that any proposed change involves only the addition of equipment or services to the existing Designated Enforcement Sites, or the addition of Enforcement Sites to be covered by the terms of this Agreement. to the maximum extent applicable. the pricing terms set forth in Exhibit D shall govern. Any failure of the parties to reach agreement with respect to any of the foregoing as a result of any proposed changes shall not be deemed to be a breach of this Agreement, and any disagreement shall be resolved in accordance with Section 10. 4. License; Reservation of Rights. 4.1. License. Subject to the terms and conditions of this Agreement, Redflex hereby grants the Customer, and the Customer hereby accepts from Redflex upon the terms and conditions herein specified, a non-exclusive, non-transferable license during the Term of this Agreement to: (a) solely within the City of Bremerton, access and use the Redflex System for the sole purpose of reviewing Potential Infractions and authorizing the issuance of Citations pursuant to the terms of this Agreement, and to print copies of any content posted on the Redflex System in connection therewith, (b) disclose to the public (including outside of the City of Bremerton that Redflex is providing services to the Customer in connection with Photo Red Light and Speed Enforcement Program pursuant to the terms of this Agreement, and (c) use and display the Redflex Marks on or in marketing, public awareness or education, or other publications or materials relating to the Photo Red Light and Speed Enforcement Program, so long as any and all such publications or materials are approved in advance by Redflex. 4.2. RESERVATION OF RIGHTS. The Customer hereby acknowledges and agrees that: (a) Redflex is the sole and exclusive owner of the Redflex System, the Redflex Marks, all Intellectual Property arising from or relating to the Redflex System, and any and all related Equipment, (b) the Customer neither has nor makes any claim to any right, title or interest in any of the foregoing, except as specifically granted or authorized under this Agreement, and (c) by reason of the exercise of any such rights or interests of Customer pursuant to this Agreement, the Customer shall gain no additional right, title or interest therein. 4.3. RESTRICTED USE. The Customer hereby covenants and agrees that it shall not (a) make any modifications to the Redflex System, including but not limited to any Equipment, (b) alter, remove or tamper with any Redflex Marks, (c) use any of the Redflex Marks in any way which might prejudice their distinctiveness, validity or the goodwill of Redflex therein, (d) use any trademarks or other marks other than the Redflex Marks in connection with the Customer's use of the Redflex System pursuant to the terms of this Agreement without first obtaining the prior consent of Redflex, or (e) disassemble, de-compile or otherwise perform any type of reverse engineering to the Redflex System, the Rcdllex System, including but not limited to any Equipment. or to any, Intellectual Property or Proprietary Property of Redtlex, or cause any other Person to do any of the foregoing. 8 4.4. PROTECTION OF RIGHTS. Redtlex shall have the right to take whatever action it deems necessary or desirable to remedy or prevent the infringement of any Intellectual Property of Redflex, including without limitation the filing of applications to register as trademarks in any jurisdiction any of the Redtlex Marks, the tiling of patent application for any of the Intellectual Property of Redtlex, and making any other applications or filings with appropriate Governmental Authorities. The Customer shall not take any action to remedy or prevent such infringing activities, and shall not in its own name make any registrations or filings with respect to any of the Redtlex Marks or the Intellectual Prope11y of Redtlex without the prior written consent of Redtlex. 4.5. INFRINGEMENT. The Customer shall use its reasonable best efforts to give Redflex prompt notice of any activities or threatened activities of any Person of which it becomes aware that infringes or violates the Redflex Marks or any of Redflex's Intellectual Property or that constitute a misappropriation of trade secrets or act of unfair competition that might dilute, damage or destroy any of the Redflex Marks or any other Intellectual Property of Redflex. Redflex shall have the exclusive right, but not the obligation, to take action to enforce such rights and to make settlements with respect thereto. In the event that Redflex commences any enforcement action under this Section 4.5, then the Customer shall render to Redflex such reasonable cooperation and assistance as is reasonably requested by Redflex, and Redflex shall be entitled to any damages or other monetary amount that might be awarded after deduction of actual costs; provided, that Redflex shall reimburse the Customer for any reasonable costs incurred in providing such cooperation and assistance. 4.6. INFRINGING USE. The Customer shall give Redflex prompt written notice of any action or claim action or claim, whether threatened or pending, against the Customer alleging that the Redflex Marks, or any other Intellectual Property of Redflex, infringes or violates any patent, trademark, copyright, trade secret or other Intellectual Property of any other Person, and the Customer shall render to Redflex such reasonable cooperation and assistance as is reasonably requested by Redflex in the defense thereof; provided, that Redflex shall reimburse the Customer for any reasonable costs incurred in providing such cooperation and assistance. If such a claim is made and Redflex determines, in the exercise of its sole discretion, that an infringement may exist, Redflex shall have the option to procure for the Customer the right to keep using the allegedly infringing items, modify them to avoid the alleged infringement or replace them with non- infringing items. 5. Representations and Warranties. 5.1. Redflex Representations and Warranties. 5.1.1. Authority. Redtlex hereby warrants and represents that it has all right, power and authority to execute and deliver this Agreement and perform its obligations hereunder. 5.1.2. Professional Services. Redflex hereby warrants and represents that any and all services provided by Redtlex pursuant to this Agreement shall be performed in a professional and workmanlike manner and, with respect to 9 the installation of the Redtlex System, subject to applicable law, 111 compliance with all specitications provided to Redtlex by the Customer. 5.2. Customer Representations and Warranties. 5.2.1. Authority. The Customer hereby warrants and represents that it has all right, power and authority to execute and deliver this Agreement and perform its obligations hereunder. 5.2.2. Professional Services. The Customer hereby warrants and represents that any and all services provided by the Customer pursuant to this Agreement shall be performed in a professional and workmanlike manner. 5.3. LIMITED WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, REDFLEX MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE REDFLEX SYSTEM OR ANY RELATED EQUIPMENT OR WITH RESPECT TO THE RESULTS OF THE CUSTOMER'S USE OF ANY OF THE FOREGOING. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, REDFLEX DOES NOT WARRANT THAT ANY OF THE DESIGNATED ENFORCEMENT SITES OR THE REDFLEX SYSTEM WILL OPERATE IN THE WAY THE CUSTOMER SELECTS FOR USE, OR THAT THE OPERATION OR USE THEREOF WILL BE UNINTERRUPTED. THE CUSTOMER HEREBY ACKNOWLEDGES THAT THE REDFLEX SYSTEM MAY MALFUNCTION FROM TIME TO TIME, AND SUBJECT TO THE TERMS OF THIS AGREEMENT, REDFLEX SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY SUCH MALFUNCTION IN A TIMELY MANNER. 6. Termination. 6.1. TERMINATION FOR CAUSE: Either party shall have the right to terminate this Agreement immediately by written notice to the other if (i) state or local statutes or ordinances are amended to prohibit or substantially change the operation of Photo Red Light and Speed enforcement systems; (ii) any court having jurisdiction over City rules, or state or federal statute declares, that results from the Redflex System of Photo Red Light and Speed enforcement are inadmissible in evidence; or (iii) the other party commits any material breach of any of the provisions of this Agreement. In the event of a termination due to Section 6.1 (i) or 6.1 (ii) above, Customer shall be relieved of any further obligations for payment to Redflex other than as specified in Exhibit "0". Either party shall have the right to remedy the cause for termination (Sec 6.1) within fOliy-tive (45) calendar days (or within such other time period as the Customer and Redtlex shall mutually agree, which agreement shall not be unreasonably withheld or delayed) after written notice from the non-causing party setting forth in reasonable detai I the events of the cause for termination. 6.2. The rights to terminate this Agreement given in this Section 6.1 shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach of this Agreement. 10 6.3. PROCEDURES UPON TERMINATION. The termination of this Agreement shall not relive either party of any liability that accrued prior to such termination. Except as set forth in Section 6.3. upon the termination of this Agreement, all of the provisions of this Agreement shall terminate and: 6.3.1. Redflex shall (i) immediately cease to provide services, including but not limited to work in connection with the construction or installation activities and services in connection with the Photo Red Light and Speed Enforcement Program, (ii) promptly deliver to the Customer any and all Proprietary Property of the Customer provided to Redflex pursuant to this Agreement, (iii) promptly deliver to the Customer a final report to the Customer regarding the collection of data and the issuance of Citations in such format and for such periods as the Customer may reasonably request, and which final report Redflex shall update or supplement from time to time when and if additional data or information becomes available, (iv) promptly deliver to Customer a final invoice stating all fees and charges properly owed by Customer to Redflex for work performed and Citations issued by Redflex prior to the termination, and (v) provide such assistance as the Customer may reasonably request from time to time in connection with prosecuting and enforcing Citations issued prior to the termination of this Agreement. 6.3.2. The Customer shall (i) immediately cease using the Photo Red Light and Speed Enforcement Program, accessing the Redflex System and using any other Intellectual Property of Redflex, (ii) promptly deliver to Redflex any . and all Proprietary Property of Redflex provided to the Customer pursuant to this Agreement, and (iii) promptly pay any and all fees, charges and amounts properly owed by Customer to Redflex for work performed and Citations issued by Redflex prior to the termination. 6.3.3. Unless the Customer and Redflex have agreed to enter into a new agreement relating to the Photo Red Light and Speed Enforcement Program or have agreed to extend the Term of this Agreement, Redflex shall remove any and all Equipment or other materials of Redflex installed in connection with Redflex's performance of its obligations under this Agreement, including but not limited to housings, poles and camera systems, and Redflex shall restore the Designated Enforcement Sites to substantially the same condition such Designated Enforcement Sites were in immediately prior to this Agreement. 6.4. SURVIVAL. Notwithstanding the foregoing, the definitions and each of the following shall survive the termination of this Agreement: (x) Sections 4.2 (Reservation of Rights), 5.1 (Redflex Representations and Warranties), 5.2 (Customer Representations and Warranties), 5.3 (Limited Warranty), 7 (Confidentiality), 8 (Indemnification and Liability), 9 (Notices), 10 (Dispute Resolution), 11.1 (Assignment), 11.17 (Applicable Law). 11.16 (Injunctive Relict; Specific Performance) and 11.18 (Jurisdiction and Venue), and (y) those provisions, and the rights and obligations therein, set forth in this Agreement which either by their terms state. or evidence the intent of the parties, that the II provIsions survive the expiration or termination of the Agreement, or must survive to give effect to the provisions of this Agreement. L..CONFIDENTIALlTY. Customer agrees to keep confidential any proprietary or confidential information to the extent permitted by law, including laws pertaining to public records, specifically RCW 42.56. Redflex shall be responsible for clearly and conspicuously identifying specific information it believes to be confidential or proprietary, and shall provide a brief written explanation as to why such information is confidential and how it may be treated as such under Washington State or federal law. If the Customer receives a demand from any person for disclosure of any information designated by Redflex as confidential, Customer shall, so far as consistent with applicable law, advise contractor of such request and provide contractor with a copy of the written request by the party demanding access to such information within a reasonable time. 8. Indemnification and Liability. Redflex shall defend, indemnify and hold the Customer, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the Customer's sole negligence. The Customer's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Redflex and the Customer, its officers, officials, employees, agents and volunteers, Redflex's liability hereunder shall be only to the extent of Redflex's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICA TION PROVIDED HEREIN CONSTITUTES REDFLEX'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THA T THEY HA VE MUTUALLY NEGOTIA TED THIS WAIVER. The provisions of this section shall surVIve the expiration or termination of this Agreement. 7. NOTICES. Any notices to be given hereunder shall be in wnt1l1g, and shall be deemed to have been given (a) upon delivery, if delivered by hand, (b) three (3) days after being mailed first class, certified mail, return receipt requested, postage and registry fees prepaid, or (c) one Business Day after being delivered to a reputable overnight courier service, excluding the U.S. Postal Service, prepaid, marked for next 12 day delivery, if the courier service obtains a signature acknowledging receipt in each case addressed or sent to such party as follows: 7.1. Notices to Redtlex: Redllex Traffic SYstems, Inc. 15020 North 74t'<"treet Scottsdale, AZ 85260 Attention: Ms. Karen Finley Facsimile: (480) 607-5552 7.2. Notices to the Customer: City of Bremerton Attention: Facsimile: 13 8. DISPUTE RESOLUTION. Upon the occurrence of any dispute or disagreement between the parties hereto arising out of or in connection with any term or provision of this Agreement, the subject matter hereof, or the interpretation or enforcement hereof (the "Dispute"), the parties shall engage in informal, good faith discussions and attempt to resolve the Dispute. In connection therewith, upon written notice of either party, each of the parties will appoint a designated officer whose task it shall be to meet for the purpose of attempting to resolve such Dispute. The designated officers shall meet as often as the parties shall deem to be reasonably necessary. Such officers will discuss the Dispute. If the parties are unable to resolve the Dispute in accordance with this Section 1 0, and in the event that either of the parties concludes in good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely, then the parties may mutually agree to submit to binding or nonbinding arbitration or mediation. If these options have been exhausted and no agreement has been reached, the parties may pursue other legal remedies. 9. Miscellaneous. 9.1. Assignment. Neither party may assign all or any portion of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed; provided, however, The Customer hereby acknowledges and agrees that the execution (as outlined in Exhibit F), delivery and performance of Redflex's rights pursuant to this Agreement shall require a significant investment by Redflex, and that in order to finance such investment, Redflex may be required to enter into certain agreements or arrangements ("Financing Transactions") with equipment lessors, banks, financial institutions or other similar persons or entities (each, a "Financial Institution" and collectively, "Financial Institutions"). The Customer hereby agrees that Redflex shall have the right to assign, pledge, hypothecate or otherwise transfer ("Transfer") its rights, or any of them, under this Agreement to any Financial Institution in connection with any Financing Transaction between Redflex and any such Financial Institution, subject to the Customer's prior written approval, which approval shall not be unreasonably withheld or delayed. The Customer further acknowledges and agrees that in the event that Redflex provides written notice to the Customer that it intends to Transfer all or any of Redflex's rights pursuant to this Agreement, and in the event that the Customer fails to provide such approval or fails to object to such Transfer within forty-five (45) business days after its receipt of such notice from Redflex, for the purposes of this Agreement, the Customer shall be deemed to have consented to and approved such Transfer by Redflex. Notwithstanding the above, this Agreement shall inure to the benefit of, and be binding upon, the parties hereto, and their respective successors or assigns. 9.2. RELATIONSHIP BETWEEN REDFLEX AND THE CUSTOMER. Nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture or the relationship of principal and agent or employer and employee between the parties. The relationship between the parties shall be that of independent contractors, and nothing contained in this Agreement shall create the relationship of 14 principal and agent or otherwise permit either party to incur any debts or liabilities or obligations on behalfofthe other pat1y (except as specifically provided herein). 9.3. AUDIT RIGHTS. Each of parties hereto shall have the right to audit the books and records of the other pat1y hereto (the "Audited Partv") solely for the purpose of verifying the payments, if any. payable pursuant to this Agreement. Any such audit shall be conducted upon not less than forty-eight (48) hours' prior notice to the Audited Party. at mutually convenient times and during the Audited Party's normal business hours. Except as othenvise provided in this Agreement, the cost of any such audit shall be borne by the non-Audited PaI1Y, including reimbursement for reasonable travel expenses. In the event any such audit establishes any underpayment of any payment payable by the Audited Party to the non-Audited Party pursuant to this Agreement, the Audited Party shall promptly pay the amount of the shortfall, and in the event that any such audit establishes that the Audited Party has underpaid any payment by more than twenty five percent (25%) of the amount of actually owing, the cost of such audit shall be borne by the Audited Party. In the event any such audit establishes any overpayment by the Audited Party of any payment made pursuant to this Agreement, non-Audited Party shall promptly refund to the Audited Party the amount of the excess. 9.4. FORCE MAJEURE. Neither party will be liable to the other or be deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include but are not limited to, acts of God or the public enemy, terrorism, significant tires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, or Governmental Authorities approval delays which are not caused by any act or omission by Redflex, and unusually severe weather. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay. 9.5. ENTIRE AGREEMENT. This Agreement represents the entire Agreement between the parties, and there are no other agreements (other than invoices and purchase orders), whether written or oral, which affect its terms. This Agreement may be amended only by a subsequent written agreement signed by both parties. 9.6. SEVERABILITY. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision. 9.7. WAIVER. Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof. 9.8. CONSTRUCTION Except as expressly otherwise provided in this Agreement, this Agreement shall be construed as having been fully and completely negotiated and neither the Agreement nor any provision thereof shall be construed more strictly against either party. 9.9. HEADINGS. The headings of the sections contained in this Agreement are included herein for reference purposes only, solely for the convenience of the parties hereto, and shall not in any way be deemed to affect the meaning, 15 interpretation or applicability of this Agreement or any term, condition or provision hereof. 9.10. EXECUTION AND COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument. Anyone of such counterparts shall be sufficient for the purpose of proving the existence and terms of this Agreement, and no party shall be required to produce an original or all of such counterparts in making such proof. 9.11. COVENANT OF FURTHER ASSURANCES. All parties to this Agreement shall, upon request, perform any and all acts and execute and deliver any and all certificates, instruments and other documents that may be necessary or appropriate to carry out any of the terms, conditions and provisions hereof or to carry out the intent of this Agreement. 9.12. REMEDIES CUMULATIVE. Each and all of the several rights and remedies provided for in this Agreement shall be construed as being cumulative and no one of them shall be deemed to be exclusive of the others or of any right or remedy allowed by law or equity, and pursuit of anyone remedy shall not be deemed to be an election of such remedy, or a waiver of any other remedy. 9.13. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon all of the parties hereto and their respective executors, administrators, successors and permitted assigns. 9.14. COMPLIANCE WITH LAWS. Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law, and whenever there is a conflict between any term, condition or provision of this Agreement and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail, but in such event the term, condition or provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within the requirement of the law, provided that such construction is consistent with the intent of the Parties as expressed in this Agreement. 9.15. NO THIRD PARTY BENEFIT. Nothing contained in this Agreement shall be deemed to confer any right or benefit on any Person who is not a party to this Agreement. 9.16. INJUNCTIVE RELIEF; SPECIFIC PERFORMANCE. The parties hereby agree and acknowledge that a breach of Sections 4.1 (License), 4.3 (Restricted Use) or 7 (Confidentiality) of this Agreement would result in severe and irreparable injury to the other party, which injury could not be adequately compensated by an award of money damages, and the parties therefore agree and acknowledge that they shall be entitled to injunctive relief in the event of any breach of any material term, condition or provision of this Agreement, or to enjoin or prevent such a breach, including without limitation an action for specific performance hereof. 9.17. APPLICABLE LAW. This Agreement shall be governed by and construed in all respects solely in accordance with the laws of the State of Washington, United States. 16 9.18. JURISDICTION AND VENUE. Any dispute ansll1g out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction and venue of the courts located in the County of Kitsap State of Washington and both parties specifically agree to be bound by the jurisdiction and venue thereof. (The remainder of this page is left intentionally blank) 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year Jirst set forth above. "Customer" "Redtlex" CITY OF Bremerton REDFLEX TRAFFIC SYSTEMS, INC., By: Name: Title: By: Name: Karen Finley Title: President and CEO 18 EXHIBIT "A" Designated Enforcement Sites The contract is for the implementation of up to 12 (twelve) intersections. Identification of Enforcement Sites, including designated school zones will be based on mutual agreement between Redt1ex and the City as warranted by community safety and traffic needs. 19 EXHIBIT "B" Construction and Installation Obligations Timeframe for Installation: Photo Red Light and Speed Enforcement Svstem Redtlex will have each specified intersection installed and activated in phases in accordance with an implementation plan to be mutually agreed to by Redf1ex Traffic Systems and the Customer. Redtlex will use reasonable commercial efforts to install the system in accordance with the schedule set forth in the implementation plan that will be formalized upon project commencement. Redflex will use reasonable commercial efforts to install and activate the first specified intersection within forty-five (45) to sixty (60) days subsequent to formal project kick- off. The Customer agrees that the estimated timeframe for installation and activation are subject to conditions beyond the control of Redflex and are not guaranteed. In order to provide the client with timely completion of the photo enforcement project Redflex Traffic Systems requires that the City assist with providing timely approval of City permit requests. The City acknowledges the importance of the safety program and undertakes that in order to keep the project on schedule the customer is to provide city engineers review of Redflex permit requests and all documentation in a timely manner. 1. Redflex Obligations. Redflex shall do or cause to be done each of the following (in each case, unless otherwise stated below, at Redflex's sole expense): 1.1. Appoint the Redflex Project Manager and a project implementation team consisting of between one (1) and four (4) people to assist the Redflex Project Manager; 1.2. Conduct traffic investigations to determine the appropriate location for photo enforcement. 1.3. Request current "as-built" electronic engineering drawings for the Designated Enforcement Sites (the "Drawings") from the city engineer; 1.4. Develop and submit to the Customer for approval construction and installation specifications in reasonable detail for the Designated Enforcement Sites, including but not limited to specifications for all radar sensors, pavement loops, electrical connections and traffic controller connections, as required; and 1.5. Seek approval from the relevant Governmental Authorities having authority or jurisdiction over the construction and installation specifications for the Designated Enforcement Sites (collectively, the "Approvals"), which will include compliance with City permit applications. 1.6. Finalize the acquisition of the Approvals; 1.7. Submit to the Customer a public awareness strategy for the Customer's consideration and approval, which strategy shall include media and educational materials for the Customer's approval or amendment (the "Awareness Strategy"); 1.8. Develop the Infraction Criteria in consultation with the Customer; 20 1.9. Develop the Enforcement Documentation for approval by the Customer, which approval shaIl not be unreasonably withheld; 1.10. Complete the installation and testing of all necessary Equipment, including hardware and software, at the Designated Enforcement Sites (under the supervision of the Customer); 1.11. Cause an electrical sub-contractor to complete all reasonably necessary electrical work at the Designated Enforcement Sites, including but not limited to the installation of all related Equipment and other detection sensors, poles, cabling, telecommunications equipment and wiring, which work shaIl be performed in compliance with all applicable local, state and federal laws and regulations; 1.12. Install and test the functionality of the Designated Enforcement Sites with the Redtlex System and establish fully operational Infraction processing capability with the Redflex System; 1.13. Implement the use of the Redflex System at each of the Designated Enforcement Sites; 1.14. Deliver the Materials to the Customer; and 1.15. Issue citation notices for Authorized Infractions; 1.16. Redflex shall provide training (i) for up to fifteen (15) personnel of the Customer, including but not limited to the persons who Customer shall appoint as Authorized City Staff and other persons involved in the administration of the Redlight Photo Enforcement Program, (ii) for at least sixteen (16) hours in the aggregate, (iii) regarding the operation of the Redflex System, which training shall include training with respect to the Redtlex System and its operations, strategies for presenting Infractions Data in court and judicial proceedings and a review of the Enforcement Documentation; 1.17. Interact with court and judicial personnel to address issues regarding the implementation of the Redflex System, the development of a subpoena processing timeline that will permit the offering of Infractions Data in court and judicial proceedings, and coordination between Redflex, the Customer and juvenile court personnel; and 1.18. Provide reasonable public relations resources and media materials to the Customer in the event that the Customer elects to conduct a public launch of the Photo Red Light and Speed Enforcement Program. 1.19. Citation processing and citation re-issuance '2. CUSTOMER OBLIGA nONS. The Customer shall do or cause to be done each of the following (in each case, unless otherwise stated below, at Customer's sole expense ): 2.1.1. Appoint the Project Manager; 2.1.2. Assist Redflex in obtaining the Drawings from the relevant Governmental Authorities; 2.1.3. Notify Redtlex of any specific requirements relating to the construction and installation of any Enforcement Sites or the implementation of the Photo Red Light and Speed Enforcement Program; 21 2.1.4. Provide assistance to Redtlex in obtaining access to the records data of the Department of Motor Vehicles in Redtlex's capacity as an independent contractor to the Customer; and 2.1.5. Assist Redne:...: in seeking the Approvals 2.1.6. Provide reasonable access to the Customer's properties and facilities in order to permit Redtlex to install and test the functionality of the Designated Enforcement Sites and the Photo Red Light and Speed Enforcement Systems; 2.1.7. Provide reasonable access to the personnel of the Customer and reasonable information about the specitic operational requirements of such personnel for the purposes of performing training; 2.1.8. Seek approval or amendment of Awareness Strategy and provide written notice to Redflex with respect to the quantity of media and program materials (the "Materials") that the Customer will require in order to implement the Awareness Strategy during the period commencing on the date on which Redflex begins the installation of any of the Designated Enforcement Sites and ending one (1) month after the Installation Date; 2.1.9. Assist Redflex in developing the Infraction Criteria; and 2.1.10. Seek approval of the Enforcement Documentation. Timeframe for Installation: Mobile Speed System Redflex shall provide the Customer provide a fully equipped vehicle for mobile school zone photo speed enforcement. Redflex shall use reasonable commercial efforts to acquire and configure the vehicle or fixed enforcement site within the first sixty (60) days subsequent to providing in writing a formal Notice to Proceed. The Customer acknowledges that the estimated timeframe for acquisition, equipping and delivery of the vehicle are subject to conditions beyond the control of Redflex and are not guaranteed. 1. Redflex Obligations. Redflex shall do or cause to be done each of the following (in each case, unless otherwise stated below, at Redflex's sole expense): 1.1. Supply a fully equipped vehicle for mobile photo speed enforcement. 1.2. Complete the installation and testing of all necessary Equipment, including hardware and software, in the designated vehicle 1.3. Install and test the functionality of the Designated Vehicle with the Redflex System and establish fully operational Violation processing capability with the Rcdtlex System; 1.4. Issue citation notices for Authorized Violations; J .5. Redtlex shall provide program training 2. CUSTOMER OBLIGATIONS. The Customer shall do or cause to be done each of the following (in each case, unless otherwise stated below, at Customer's sole expense): 22 2.1. Provide resources to deploy the vehicle at a minimum of tive (5) hours per day. 2.2. Appoint the Police Project Manager; 2.3. Provide reasonable access to the personnel of the Customer and reasonable information about the specitic operational requirements of such personnel for the purposes of performing training; 2.4. City will be responsible for all scheduled maintenance limited to oil changes every 3,000 miles or 3 months, whichever comes tirst. gasoline. tires and regular cleanings both to the interior and exterior of the vehicle. /~ _J EXHIBIT "c" Maintenance 1. All repair and maintenance of Photo Red Light and Speed Enforcement systems and related equipment will be the sole responsibility of Redtlex, including but not limited to maintaining the casings of the cameras included in the Redtlex System and all other Equipment in reasonably clean and graffiti-free condition. Redtlex will strive to correct maintenance issues within 48-hours of notification. 2. Redflex shall not open the Traffic Signal Controller Boxes without a representative of city Traffic Engineering present. 3. The provision of all necessary communication, broadband and telephone services to the Designated Enforcement Sites will be the sole responsibility of the Redtlex 4. The provision of all necessary electrical services to the Designated Enforcement Sites will be the sole responsibility of the Customer 5. In the event that images of a quality suitable for the Authorized City Staff to identify Infractions cannot be reasonably obtained without the use of tlash units, Redtlex shall provide and install such flash units. 6. The Redtlex Project Manager (or a reasonable alternate) shall be available to the Police Project Manager each day, on a reasonable best efforts basis. 24 EXHIBIT "0" COMPENSATION & PRICING Fixed Photo Red Light System Commencing on the installation date, for each Designated Enforcement Site, Customer shall be obligated to pay Redflex a tixed fee of $4,850 per month for each Designated Intersection Approach ("Fixed Fee") as full remuneration for performing all of the services contemplated in this Agreement. Fixed Speed School Zone Commencing on the installation date, for each Designated School Zone, Customer shall be obligated to pay Redflex a fixed fee as outlined in the Pricing Table below ("Fixed Fee") as full remuneration for performing all of the services contemplated in this Agreement. Tier Fixed Fee Per Month Volume $4,870 Up to 100 Paid Citations 2 $5,870 101-160 Paid Citations 3 $6,870 161 + Paid Citations The "Volume" ranges are based on a monthly extrapolation generated by a mutually agreed to methodology. Mobile Photo Speed System Component Commencing on the deployment date, for each Mobile Speed Unit, Customer shall be obligated to pay Redflex a fixed fee as outlined in the Pricing Table below ("Fixed Fee") as full remuneration for performing all of the services contemplated in this Agreement. Redflex provided vehicle = $7,870.00 per month Cost Neutrality Notwithstanding the Fixed Fee provisions provided herein to the contrary, Redflex assures the Customer that the programs provided hereby shall be cost neutral to Customer. The maximum compensation that Customer shall be obligated to pay to Redflex each month is the Fixed Fee or the gross receipts received by the Customer, whichever is less. The Customer agrees to pay Redflex within thil1y (30) days after the invoice is received. City shall be obligated to pay the cumulative balance invoiced by Redtlex, in accordance with standard terms, to the extent of gross receipts to the city from automated infractions. In the event that a balance remains unpaid due to a deticit in gross receipts compared to invoiced amounts, 25 City will provide to Redtlex with each monthly payment, an accounting of such gross receipts supporting the amount ,-,vithheld. In the event that the contract ends or is terminated and an invoiced balance is still owed to Redtlex, all subsequent receipts from automated red light infractions for a period of up to 12 months from date of termination will be applied to such balance and paid to Redtlex up to the amount of said balance. BUSINESS ASSUMPTIONS FOR ALL PRICING OPTIONS: I. Redtlex construction will be able to utilize existing conduit for installation where space is available. 2. Each year the pricing will increase by the CPI. CPI will be derived from the publication of the U.S. Department of Labor Consumer Price Index for Seattle. 3. Except where a balance remains unpaid due to a deficit in the gross cash received as described herein, Customer agrees to pay Redtlex within thirty (30) days after the invoice is received. A monthly late fee of 1.5% is payable for amounts remaining unpaid 60 days from date of invoice. 4. Redflex will collect all payments on Citations and will deposit all payments into a lockbox account operated by an FDIC member bank and designated exclusively for the City (the "Lockbox Account"). The City shall have controlled access to the Lockbox Account. Redflex shall provide a full accounting to the City on a monthly basis in accordance with the specifications set forth in the Contract Documents. 5. Redflex will offer the following payment methods: 5.1. By Mail: When paying a Citation by mail, individuals will be asked to enclose the Citation and a personal check, money order or cashier's check for the penalty amount indicated on the front of the Citation. Checks will be made payable as directed by the City and will be mailed to a specified address. 5.2. Walk-in Payments: Walk-in payments by personal check, money order, cashier's check or credit card will be accepted at City facilities (i.e Court). If the City receives a payment for a Citation, the City will forward the payment to Redflex's lockbox institution. 5.3. By Phone: Credit card payments will be accepted over the telephone by Redflex. 5.4. Pay-by-Web:Credit card payments will be accepted by Redflex via the Internet. Exhibit "E" Additional Rights and Obligations 26 Redtlex and the Customer shall respectively have the additional rights and obligations set forth below: 1. Redtlex shall commit to scheduling video surveys to quantify the extent of red light infractions at intersections within the City that the Customer has determined are candidates for photo enforcement. Surveys will be twelve (12) hours in length and be conducted on a week day. Redtlex shall provide the Customer with a summary of the inti'actions recorded during the initial survey within 60 days of the execution of this agreement. Additional surveys will be conducted by mutual agreement of the Customer and Redtlex. The Customer shall not deny reasonable access to intersections for the purpose of conducting the video survey(s). 2. Redtlex shall assist the Customer in public information and education efforts, including but not limited to the development of artwork for utility bill inserts, press releases and schedules for any public launch of the Redlight Photo Enforcement Program (actual print and production costs are the sole responsibility of the Customer). 3. Redt1ex shall be solely responsible for installing such Signage. The Redt1ex shall be solely responsible for the fabrication of any signage, notices or other postings required pursuant to any law, rule or regulation of any Governmental Authority ("Signage"), including but not limited to the Vehicle Code, and shall assist in determining the placement of such Signage. 4. The Redt1ex Project Manager and the Police Project Manager shall meet on a weekly basis during the period commencing as of the date of execution hereof and ending on the Installation Date, and on a monthly basis for the remainder of the Term, at such times and places as the Redt1ex Manager and the Customer Manager shall mutually agree. 5. The Customer shall not access the Redt1ex System or use the Redlight Photo Enforcement Program in any manner other than prescribe by law and which restricts or inhibits any other Person from using the Redflex System or the Redflex Photo Enforcement Program with respect to any Enforcement Sites constructed or maintained by Redt1ex for such Person, or which could damage, disable, impair or overburden the Redflex System or the Redflex Photo Enforcement Program, and the Customer shall not attempt to gain unauthorized access to (i) any account of any other Person, (ii) any computer systems or networks connected to the Redt1ex System, or (iii) any materials or information not intentionally made available by Redt1ex to the Customer by means of hacking, password mining or any other method whatsoever, nor shall the Customer cause any other Person to do any of the foregoing. 6. The Customer shall maintain the contidentiality of any username, password or other process or device for accessing the Redtlex System or using the Redlight Photo Enforcement Program. 7. Each of Redtlex and the Customer shall advise each other in writing with respect to any applicable rules or regulations governing the conduct of the other on or with respect to the property of such other party, including but not limited to rules and regulations relating to the safeguarding of contidential or proprietary information, and when so advised, each of Red flex and the Customer shall obey any and all such rules and regulations. 27 8. The Customer shall promptly reimburse Redllex for the cost of repairing or replacing any portion of the Redtlex System, or any property or equipment relat,ed thereto, damaged directly or indirectly by the Customer, or any of its employees, contractors or agents. ?8 Insurance I. During the Term, Redtlex shall procure and maintain at Redtlex's sole cost and expense the following insurance coverage with respect to claims for injuries to persons or damages to property which may arise from or in connection with the performance of work or services pursuant to this Agreement by Redtlex, and each of Redtlex's subcontractors, agents, representatives and employees: 2. Commercial General Liability Insurance. Commercial General Liability Insurance with coverage of not less than One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury and propelty damage; 3. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance with coverage of not less than One Million Dollars ($1,000,000) combined single limit per accident for bodily injury or property damage, including but not limited to coverage for all automobiles owned by Redflex, hired by Redflex, 4. Professional Liability (Errors and Omissions) Insurance. Redflex will use its commercial best effOlts to procure and maintain Professional Liability (Errors and Omissions) Insurance with coverage of not less than One Million Dollars ($1,000,000) per claim and in the aggregate. 5. Workers' Compensation and Employer's Liability Insurance. Workers' Compensation Insurance with coverage of not less than that required by the Labor Code of the State of (insert name), and Employer's Liability Insurance with coverage of not less than One Million Dollars ($1,000,000) per occurrence. 6. With respect to the insurance described in the foregoing Section of this Exhibit E, any deductibles or self-insured retentions must be declared to and approved by the Customer and any changes to such deductibles or self-insured retentions during the Term must be approved in advance in writing by the Customer. 7. With respect to the Commercial General Liability Insurance the following additional provisions shall apply: 8. The Customer Parties shall be covered as additional insureds with respect to any liability arising from any act or omission of any Redflex Parties pursuant to this Agreement, and such coverage shall contain no special limitations on the scope of protection afforded to such additional insureds. 9. The insurance coverage procured by Redflex and described above shall be the primary insurance with respect to the Customer Parties in connection with this Agreement, and any insurance or self-insurance maintained by any of the Customer Parties shall be in excess, and not in contribution to, such insurance. 10. Any failure to comply with the reporting provisions of the various insurance policies described above shall not affect the coverage provided to the Customer Parties, and such insurance policies shall state the such insurance coverage shall apply separately with respect to each additional insured against whom any claim is made or suit is brought, except with respect to the limits set forth in such insurance policies. II. With respect to the insurance described in the foregoing Section of this Exhibit E, if any of the Redtlex Parties are notified by any insurer that any insurance coverage will be cancelled, Redtlex shall immediately provide written notice thereof to the Customer and shall take all necessary actions to correct such 29 cancellation in coverage limits, and shall provide written notice to the Customer of the date and nature of such correction. If Rcdtlex, for any reason, fails to maintain the insurance coverage required pursuant to this Agreement, such failure shall be deemed a material breach of this Agreement, and the Customer shall have the right, but not the obligation and exercisable in its sole discretion, to either (i) terminate this Agreement and seek damages from Redtlex for such breach, or (ii) purchase such required insurance, and without further notice to Redtlex, deduct from any amounts due to Redtlex pursuant to this Agreement, any premium costs advance by the Customer for such insurance. If the premium costs advanced by the Customer for such insurance exceed any amounts due to Redtlex pursuant to this Agreement, Redflex shall promptly remit such excess amount to the Customer upon receipt of written notice thereof. 12. Redflex shall provide certificates of insurance and additional insured endorsements evidencing the insurance required pursuant to the terms of this Agreement, which certificates shall be executed by an authorized representative of the applicable insurer, and which certificates shall be delivered to the Customer prior to Redflex commencing any work pursuant to the terms of this Agreement. 30 Exhibit F FORM OF ACKNOWLEDGMENT AND CONSENT This Acknowledgement and Consent dated as of , 2007, is entered into by and between the City of (the "City") and Rednex Traffic Systems, Inc., ("Redtlex"), with reference to the Agreement betw"een the city of and Redtlex Traffic Systems, inc. for Photo Red Light and Speed enforcement program, dated as of , by and between the City and Redtlex (the "Agreement"). I. Redtlex has entered into a Credit Agreement dated as of August 3, 2003 (the "Harris-Redflex Credit Agreement"), with Harris Trust and Savings Bank (the "Bank"), pursuant to which the Bank has provided certain working capital credit facilities to Redflex. Such credit facilities will provide Redtlex the working capital that it needs to perform its obligations to the City under the Agreement 2. Pursuant to the Harris-Redtlex Credit Agreement, Redtlex has granted Harris a security interest in all of Redflex's personal property as collateral for the payment and performance of Redtlex's obligations to the Bank under the Harris-Redtlex Credit Agreement Such security interest applies to and covers all of Redtlex's contract rights, including, without limitation, all of Redtlex's rights and interests under the Agreement 3. Redtlex will not, by virtue of the Harris-Redflex Credit Agreement, be relieved of any liability or obligation under the Agreement, and the Bank has not" assumed any liability or obligation of Redtlex under the Agreement 4. The City hereby acknowledges notice of, and consents to, Redtlex's grant of such security interest in favor of the Bank in all of Redtlex's rights and interests under the Agreement pursuant to the Harris-Redtlex Credit Agreement 5. The City further acknowledges and agrees that this Acknowledgement and Consent shall be binding upon the City and shall inure to the benefit of the successors and assigns of the Bank and to any replacement lender which refinances Redtlex's obligations to the Bank under the Harris- Redtlex Credit Agreement IN WITNESS WHEREOF, the City and Redtlex have caused this Acknowledgement and Consent to be executed by their respective duly authorized and elected officers as of the date first above written. The City: Redflex: CITY OF BREMERTON, a Municipal : Corporation REDFLEX TRAFFIC SYSTEMS, INC., a Delaware Corporation By: Name: . Title: " By: . Name: Title: 31 Statement by Adam Brockus - July 18,2007 The use of Red Light and Speed Camera Enforcement first came about a year ago and I will compliment the staff especially Mike Meacham and Lt. Fisher for answering my many many questions about it. However, there is still the philosophical difficulty that I started with that is by nature to these installations, and that is the premise that government needs to use a camera and a computer to watch over its citizens. George Orwell first speculated in his book 1984 where the entire populace was being observed by its own government in the name of 'security', and it's been brought up in more books and movies ever since. And we all probably wonder what the first step was in starting it. Now I don't presume to think that 50 or 60 years from now, America might be the same way. And I know that malls, supermarkets, and toll booths even have cameras today. But by even taking this one small step, do we send a good message to the people we have sworn to serve? That we cannot trust that the people will be good, unless we keep watching all of the time? And let's not forget that knowledge of observation can change driver behavior. Hopefully it'll be for the better, but in a 2005 Study conducted for the Federal Highway Administration, they found that while T -bone accidents did go down, there was an increase of Rear-end collisions at these signed intersections. The amount of injuries declined, but there was kind of a Hawthorne effect, the knowledge of being observed changed the behavior of the participants. The driver did appreciate he was being watched, and sometimes led to more accidents. And I am not a believer that the ends always justifies the means. And so I am going to vote "No" on this ordinance, hoping that my fears were unjustified, and that my philosophical disagreements with it will be rendered moot. If this ordinance does pass I hope the Drivers of Bremerton fight it in the best way they can; that they obey the speed limit, that they leave an appropriate distance between themselves and the driver in front of them, and that they drive defensively. If this happens then the Company operating the cameras will not make a profit, and then they will remove the cameras at no cost to the city. And Wade, I appreciate that you came from Redflex to be here, but you will be the first company that I will say to to: I hope you don't make any money in Bremerton. Please Drive Safe Thank you, President Maupin.