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HomeMy WebLinkAbout08/07/2013 AGENDA I � M 1 "I'll O6 CITY COUNCIL 345 6th Street, Suite 600, Bremerton, WA 98337 ❑ Phone (360) 473 -5280 ** *AMENDED * ** AUGUST 7, 2013 CITY COUNCIL MEETING AGENDA 1 BRIEFING 5 00 — 5 30 P M in COUNCIL CONFERENCE ROOM 603 A General Council Business 2 CALL TO ORDER 5 30 P M in FIRST FLOOR CHAMBERS A Pledge of Allegiance B Invocation 3 MAYOR'S REPORT 4 BRIEFINGS A 2" Quarter Report from Kitsap Economic Development Alliance (KEDA) — John Powers, Executive Director, Kitsap Economic Development Alliance (Approx 10- Minutes ) B Legislative Issues Update — Senator Nathan Schlicher (Approx 10- Minutes ) 5 PUBLIC RECOGNITION 6 CONSENT AGENDA A Claims & Check Register B Minutes of Meeting — July 17, 2013 C Minutes of Study Session — July 24, 2013 D Appointments of Colleen Smidt and Robert Parker to the "Pro" Committee, and Appointments of John Larson, Robin Henderson, and Bob Dollar to the "Con" Committee to prepare Ballot Measure Statements for and against the proposed City of Bremerton Charter Amendments E Interlocal Agreement with Kitsap County Fire Chiefs Association F Professional Services Agreement with Systems Design West, LLC for Ambulance Billing G Purchase and Sale Agreement for property at 1116 Charleston Beach Road H Purchase of Light Fixtures from Graybar for the Harborside Parking Facility I Interlocal Agreement with Bainbridge Island for Traffic Signal Maintenance 7 GENERAL BUSINESS — There are no General Business items 8 COUNCIL MEMBER REPORTS 9 EXECUTIVE SESSION — The Council will convene for a 10- Minute Executive Session to discuss "Potential Litigation" per RCW 42 30 110 (1) (1) Action is anticipated 10 ADJOURNMENT OF CITY COUNCIL BUSINESS MEETING The Bremerton Transportation Benefit District (TBD) Board will meet after a brief recess... ® Amencans with Disabilities Act (ADA) accommodations provided upon request Those requ►nng special accommodations please contact the City Clerk at (360) 473 -5323 by noon on the day preceding the Meeting BREMERTON CITY COUNCIL MEETING SPEAKERS LIST PLEASE PRINT YOUR NAME BELOW IF YOU PLAN TO COMMENT SO YOUR NAME CAN BE INCLUDED IN THE RECORD �� 4`11.e-4A — k,rk C k r GO � Wk u,.,;, �Fo�l Go -f:5p (AcA (.A) -6,e \ /1)f I )IAAX C�7 REQUESTS FOR INFORMATION MUST BE SUBMITTED IN WRITING TO THE CLERK THANK YOU L _! {��� 60�JCT GyG �� II P gz p0 -'N J Proclamation WHEREAS, in 2006 Italy won its fourth World Cup; and WHEREAS, the captain of that team was none other than Fabio Cannavaro, one of the greatest defenders known in the history of the sport of soccer, and WHEREAS, Mr. Cannavaro was named FIFA's World Player of the Year for 2006, as the top soccer player on the planet; and WHEREAS, Mr Cannavaro and other champions and coaches from the 2006 Italian team, along with the WestSound FC youth soccer club, have brought an unprecedented youth soccer training program to the good people of Bremerton, the Krtsap Peninsula, the Puget Sound region and beyond, for a week -long youth camp for children of all ages and abilities the week of Aug. 5 -9, 2013; and WHEREAS, the contingent from CIC represents some of the highest -level players, coaches and administrators in the global sport of soccer; and WHEREAS, the camp program itself and its directors - Champions International Camps, along with our very own WestSound FC - are committed to enhancing the lives and lifestyles of regional children and their families via many and varied community outreach programs; NOW, THEREFORE, I, Patty Lent, Mayor of the City of Bremerton do hereby proclaim August 5 -9, 2013 Soccer Week in Bremerton and welcomes such a prestigious program, which for 2013 will visit only New York, Miami, Baltimore and Los Angeles, besides Bremerton and we all shout together "Forza Italial" Signed this 0 day of August 2013 Mayor Patty Lent cn�ss C�6 ������,,yy ,'ryrye�,, , VrOC amatton WHEREAS, farmers markets are important outlets for agricultural producers nationwide, providing them with increased marketing opportunities; and WHEREAS, thousands of farmers markets across the country offer consumers fresh, affordable, convenient, and healthful products sold directly from the farm; and WHEREAS, farmers markets play a key role in developing local and regional food systems that support the sustainability of family farms, revitalize communities, NOW, THEREFORE, to further awareness of farmers markets and of the many important contributions farmers make to daily life in America, I, Patty Lent, Mayor of the City of Bremerton, do hereby proclaim the week of August 4 -10, 2013, as Farmers Market Week in Bremerton and I encourage the citizens of Bremerton to celebrate the benefits of our two farmers markets and the bountiful production of our farmers with appropriate observances and activities. Signed this I day of August 2013 Mayor Patty Lent •' f r ' Bremerton Farmers Market Farmers Market Week 2013 Season Highlights Chef at the Market — New program Launched! Thanks to a generous sponsorship by Rice Fergus Miller Architecture and Planning, BFM was able to purchase equipment to launch a new Chef at the Market program This is an opportunity for local chefs and restaurants to feature ingredients sourced at the market in simple recipes, and for customers to learn to cook vegetables in a new way "Market Bucks" —New Program Launched! Thanks to a generous sponsorship by Kitsap Credit Union and additional anonymous donors, this new program matches s5 to low- income shoppers using EBT dollars at the market This allows shoppers to stretch their dollars further at the market and take home additional fruits and vegetables for their families The additional funds also go into the pockets of our local farming community This program has been maxed out already for the 2013 season, so we are currently seeking more funds to continue the program We've seen families returning to the market more frequently, and have already matched dollars 170 times this season Market Manager of the Year Award — WSFMA Award Winnerfor2013! Julia Zander, our Market Manager at BFM, was recognized as Market Manager of the Year for 2013 This is due to her strong operational management of the market, building thriving community relationships, and creating innovative activities each season Community Partnerships • Bremerton Foodline: BFM is now taking fresh produce donations at the market booth to donate to people in need This is a fantastic way for customers to purchase additional food at the market, or for vendors to share any extra produce, which is all donated to the Foodline each week • Kitsap Regional Library & Violet (the Bookmobile): BFM has hosted Violet, the KRL's Bookmobile, biweekly at the Thursday market Violet features books related to market activities (chickens, vegetables, gardening, etc ) every other week for adults and children • WSU Master Gardeners Children's Classes: The Master Gardeners have hosted fun children's activities at the market biweekly, on topics such as Seed Sprouting, Planter Construction, Potato Planting, and Insects and Worms This is a great opportunity for kids to learn where their food comes from • Children's Reading Foundation of Kitsap- Olympic Peninsulas' Read Up! Program: Volunteers from the Read Up' Program come to the market every Thursday, and host two 20- minute "read - alouds" at 415 and 6 30 for children under g Each week, children leave with free books and giveaway items Special Market Events • June Chicken Day at the Market (Thursday) • July Dog Day at the Market (Thursday) • August Farmers Market Week (Thursday & Sunday) • September Blackberry Festival (Sunday) • November Holiday Market • Monthly Acoustic Jam at the Market • Monthly BFM at Harrison Hospital AGENDA BILL 44 CITY OF BREMERTON CITY COUNCIL SUBJECT: Claims & Check Register Study Session Date: COUNCIL MEETING Date: August 7, 2013 Department: Financial Services Presenter. Shannon Conn Phone. 473 -5323 SUMMARY: Approval of the following checks and electronic fund transfers: 1) Check Ws 354492 through 354728 and EFTs 13027 through 13075 in the amount of $2,948,229.36. 2) Regular Payroll for the pay period ending July 15, 2013 in the amount of $720,749 95. 3) Regular Payroll for the pay period ending July 31, 2013 in the amount of $725,021.03. 4) Retiree Payroll for the pay period ending July 31, 2013 in the amount of $56,227.27. 5) Regular Payroll for moving expenses in the amount of $2,574 25. ATTACHMENTS: FISCAL IMPACTS (Include Budgeted Amount) STUDY SESSION AGENDA. ® No Discussion ❑ Full Presentation STUDY SESSION ACTION: ® Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve consent agenda as presented. COUNCIL ACTION: [Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Fm Updated I V=12 AGENDA BILL 613 CITY OF BREMERTON CITY COUNCIL ■■ ��o�����r�����������e����NNNMaE0EEEMEMEEEEsnn000o0000EE00oa0E00s0EM0EME00wMre00E000E01 SUBJECT Study Session Date Minutes of Meeting COUNCIL MEETING Date August 7, 2013 July 17, 2013 Department City Council Presenter Greg Wheeler Council President Phone (360) 473 -5280 SUMMARY Attached is the summary of the City Council Meeting ATTACHMENTS Special Meeting Minutes FISCAL IMPACTS (Include Budgeted Amount) STUDY SESSION AGENDA ❑x No Presentation ❑ Full Presentation STUDY SESSION ACTION 0 Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Consent Agenda as presented COUNCIL ACTION. ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/25/13 DIGITAL RECORDING CITY COUNCIL MEETING MINUTES Wednesday, July 17, 2013 The weekly meeting of the City Council of the City of Bremerton was called to order Wednesday, July 17, 2013, at 5 00 PM in the Council Conference Room 603 of the NORM DICKS GOVERNMENT CENTER, 345 6 th Street, Bremerton, Washington, with Council President Greg Wheeler presiding Council Members present were Nick Wofford, Eric Younger, Carol Arends, Faye Flemister, Wendy Priest, Adam Brockus, Leslie Daugs, and Jim McDonald Also present were Assistant City Attorney Mark Koontz, City Clerk Shannon Conn, Legislative Assistant Lori Smith, and Information Services Manager Kevin Matthew A COUNCIL BRIEFING was held to discuss General Council Business at 5 00 PM in the Council Conference Room At 5 30 PM the meeting moved to the Meeting Chambers The Pledge of Allegiance was led by Council Member Jim McDonald followed by the invocation provided by Pastor Denis Huelle of Peace Lutheran Church MAYOR'S REPORT — Mayor Patty Lent • Hoped a host family would soon be found for Japanese Exchange Student Mina Sasaki while she is in Bremerton for 4 -weeks beginning July 26, • Borrowed the Kitsap Sun's reference "from drab, to tab" to describe how the new murals have beautified a once unsightly and plain concrete wall on Washington Avenue, • Was pleased to announce "Rock the Dock' brings back the popular summer concert series on the Boardwalk every Friday night from July 19 to August 23 from 6 00 to 9 00 PM, • Invited Parks & Recreation Director Wyn Birkenthal to announce the Public Meeting to kick -off the update of the "6 -Year Parks, Recreation, and Open Space Comprehensive Plan" on Tuesday, July 23 at 5 30 PM in the Lounge of the Sheridan Park Community Center, and citizens have an opportunity to also provide their input on the Plan by completing an on -line survey available on the City of Bremerton website, • Proclaimed July 28, 2013 as "Kitsap 9 -11 Memorial Project, World Trade Center Steel Beams & Pentagon Stone Final Journey Day" which was accepted by David Raymond who invited the public to participate in the "Final Journey' BBQ Fundraiser & Motorcycle Procession leaving from Legend Harley- Davidson in Silverdale on Sunday, July 28 at 5 30 PM and expected to arrive at Evergreen Rotary Park at approx 5 45 PM, • Announced a "Growing Homeownership in Bremerton" seminar on Monday, July 29 from 5 30 to 6 30 PM at the SEEfilm Bremerton Cinema, and • Mentioned that a Union Hill Neighborhood Garage Sale was being organized by the area residents for August 10, and the Manette Edible Garden Tour will be August 3 Police Chief Strachan provided a monthly briefing on the Bremerton Police Department, and an Overview of the Loaned Executive Management Assistance Program (LEMAP) Review of the Bremerton Police Department, and summarized the mayor findings Council Members who provided comment or asked questions were Daugs, McDonald, and Brockus, with responses provided by Chief Strachan and Lt Fisher PUBLIC RECOGNITION Cary Bozeman now that the meetings are completed, he thanked everyone who served on the Parks Funding Task Force, as well as the Parks Department Director and staff for their assistance through the process He noted that their findings will be presented to the City Council at a Study Session in September City Council Reg Mtg Minutes Wednesday, July 17, 2013 Page 2 of 4 Vern LaPrath again expressed his concern that per a Bremerton Patriot article "Golf Cart Company pays $1 per year to run Business in City Property', while the City continues to tell the Hanford Avenue residents that there is not enough money to prove their street with a speed bump, and even though they appreciate the increased enforcement by the Bremerton Police Department, vehicles continue to speed on their street Robert Parker presented several needles he collected from around the City in dust the last month, and does not believe the needle exchange program, and providing free needles is the answer Shannon Corin City Clerk, announced that volunteers were still needed to serve on the Pro & Con Committees to submit statements for and against the proposed Bremerton Charter Amendments for use in the local Voter's Pamphlet CONSENT AGENDA 6A— Claims & Check Register Check Numbers 354200 through 354491, and EFT -12967 through EFT -13026 in the amount of $4,473,669 02, and Regular Payroll for the pay period ending June 30, 2013 in the amount of $665,679 76 6B — Minutes of Special Meeting — July 1, 2013 \ 6C — Minutes of Study Session — July 10, 2013 6D — Appointment of Vandy Smith to the CDBG /HOME Grant Recommendation Committee 6E — Appointment of Bo Palmer to the Bremerton Housing Authority Board of Commissioners 6F— Goods & Services Agreement with H D Fowler Company for Purchase of Water System Pressure Regulating Valve System 6G — Land Lease Agreement with SBA 2012 TC Assets, LLC for Communication Site at 3027 Olympus Drive 6H— Resolution No 3200 adopting the 2013 Comprehensive Emergency Management Plan (CEMP) for the City of Bremerton 61— Additional Rate Advancement for Chal Martin, Director of Public Works & Utilities Mayor Lent introduced Vandy Smith and thanked him for volunteering to serve 06:16:00 M /S /C (Flemister/Wofford) Move to approve the CONSENT AGENDA as presented Voted in favor of Motion McDonald, Daugs, Priest, Flemister, Arends, Younger, Wofford, Wheeler Abstained Brockus Motion carried 8 -Yes, and 1- Abstention GENERAL BUSINESS 7A — AUTHORIZATION FOR CITY TO PARTICIPATE IN A U.S. DEPARTMENT OF DEFENSE, OFFICE OF ECONOMIC ADJUSTMENT "JOINT LAND USE STUDY (JLUS) " Andrea Spencer Director of Community Development, explained that the City of Bremerton has a Comprehensive Plan that was adopted in December 2004 The Growth Management Act (GMA) requires jurisdictions to review and take any necessary actions to revise their comprehensive plans by the schedule established in RCW 36 70A 130(5), and for Bremerton that date is June 30, 2016 The GMA has many requirements for local comprehensive plans Jurisdictions are required to balance the 14 goals of the Act to plan for Concentrated urban growth, reduced sprawl, transportation, affordable housing, economic development, property rights, timely permits, natural resource industries, open space & recreation, environmental protection, citizen participation, public City Council Reg Mtg Minutes Wednesday, July 17, 2013 Page 3 of 4 facilities & services, historic preservation, and shoreline management The GMA also has provisions that require local Comprehensive Plans to ensure that land use development around military installations is not incompatible with military operations(see RCW 36 70A 530) This is a significant issue for the City because a large portion of Naval Base Kitsap's operations are within the city limits, and this will be an important part of the City's 2016 review of our Comprehensive Plan Naval Base Kitsap has submitted a nomination to conduct a "Joint Land Use Study' (JLUS) so that the surrounding jurisdictions can receive funding from the US Department of Defense Office of Economic Adjustment Staff is requesting City Council to authorize the City's participation in the JLUS The action at Council at this time is to direct staff to participate in the development of the scope of work for this effort and present to City Council any future agreements that are required to pursue this effort The grant has a 10% cost sharing requirement from the local governments This cost sharing can be satisfied by a variety of methods including in -kind services and staff time Kitsap County as the grant sponsor is requesting that participating governments who request funding provide a cost match for their requested funds The City is expecting to request funding for a portion of one of DCD's staff planner's time to participate in the project Lynn Wall Community Planning Liaison Officer, Naval Base Kitsap, provided further details, including background information on the process for the Joint Land Use Study Questions were asked by Sandra MacArthur and Bob Dollar with responses provided by Ms. Wall 06:32:05 Motion was made by Daugs, and seconded by Flemister Questions and comments from the Council were received by Brockus, McDonald, Priest, and Wheeler, with responses provided by Mayor Lent and Ms Spencer 06:38:40 M /S /C (Daugs /Flemister) Move to authorize staff to participate in the US Department of Defense Office of Economic Adjustment Joint Land Use Study Voted in favor of Motion Daugs, Priest, Flemister, Arends, Younger, Wofford, McDonald, Wheeler Abstained Brockus Motion carried 8 -Ye's, and 1- Abstention COUNCIL MEMBER REPORTS Nick Wofford continued to urge all citizens to find a way to volunteer in their community Carol Arends was happy to see all of the activities and fun events taking place lately Wendy Priest thanked Public Works Director Chal Martin and his staff, as well as Bremerton High School Art Teacher Steve Priest and the many high school students who all volunteered their time to complete the Washington Avenue mural project Adam Brockus reported on the Manette Area Garage Sale held last weekend, reiterated that the Manette Edibles Garden Tour would be held on Saturday, August 3, was pleased to see street work has started and referred to some cracks that have already been sealed, announced that "Knucklehead' would be the featured band at the "Music in Manette Concert" this Thursday, July 18 from 6 30 to 8 30 PM at Whitey Domstad Vista Park, and announced the Leslie Daugs reminded citizens that ballots will soon be in the mail for the Primary Election, and urged everyone to vote City Council Reg Mtg Minutes Wednesday, July 17, 2013 Page 4of4 Jim McDonald in response to the earlier comments by citizen Vern LaPrath, he again clarified that in exchange for $1 per year lease at Gold Mountain Golf Complex, the City received a great deal on the golf carts, was excited to see work begin on the Kitsap 9 -11 Memorial project, and loved seeing all the kids enjoy Fountain Park during the recent warm weather the water and the fountains on the recent warm days Greg Wheeler really looks forward to the Joint Land Use Study authorized earlier tonight by the Council, commenting that this was a rare and great opportunity for the City of Bremerton With no further business, President Wheeler adjourned the Council Meeting at 6 50 PM Prepared and Submitted by r' f LORI SMITH Legislative Assistant Attest SHANNON CORIN, City Clerk GREG WHEELER, City Council President GW SC is cg AGENDA BILL CITY OF BREMERTON CITY COUNCIL eeeeeeeeoeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee� SUBJECT. Study Session Date Minutes of Study Session COUNCIL MEETING Date August 7, 2013 July 24, 2013 Department City Council Presenter Greg Wheeler Council President Phone (360) 473 -5280 SUMMARY: Attached is the summary of the City Council Meeting ATTACHMENTS. Meeting Minutes FISCAL IMPACTS (Include Budgeted Amount) STUDY SESSION AGENDA Nx No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑x Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION- Move to approve the Consent Agenda as presented COUNCIL ACTION ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/25/13 DIGITAL RECORDING CITY COUNCIL STUDY SESSION MINUTES Wednesday, July 24, 2013 A Study Session of the City Council of the City of Bremerton was called to order in the Council Conference Room of the NORM DICKS GOVERNMENT CENTER, 345 6th Street, Bremerton, Washington, Wednesday, July 24, 2013, at 5 00 PM, with Council President Greg Wheeler presiding Council Members present were Nick Wofford, Carol Arends, Faye Flemister, Wendy Priest, Adam Brockus, Leslie Daugs, and Jim McDonald Council Member Eric Younger was absent Christine Grenier, Council Assistant, was present to provide staff support President Wheeler emphasized that the Study Session was open to the public but there would be no opportunities for input or participation, and announced that approved items by Council will be placed on the August 7, 2013 Council Meeting Agenda or as indicated A BRIEFING 1 Proposed Recommendations for Licensing and Other Animal Related Issues — Presented by Eric Stevens, Executive Director, Kitsap Humane Society Information Only B NO PRESENTATION ITEMS 2 Appointments to the "Pro" and "Con" Committees to prepare Ballot Measure Statements for and against proposed City of Bremerton Charter Amendments Consent Agenda 3 Interlocal Agreement with Kitsap County Fire Chiefs Association Consent Agenda 4 Professional Services Agreement with Systems Design West, LLC for Ambulance Billing Consent Agenda 5 Purchase and Sale Agreement for property at 1116 Charleston Beach Road Consent Agenda 6 Purchase of Light Fixtures from Graybar for the Harborside Parking Facility Consent Agenda 7 Interlocal Agreement with Bainbridge Island for Traffic Signal Maintenance Consent Agenda C FULL PRESENTATION ITEMS 8 Washington Avenue Non - motorized Improvements from 5 Street to the Manette Bridge Information Only D GENERAL COUNCIL BUSINESS 1 Lodging Tax Advisory Committee Briefing (7111113 Final Meeting) —Nick Wofford, Chair 2 Audit Committee Briefing (7111113 Meeting) — Carol Arends, Chair 3 Other General Council Business was briefly discussed E EXECUTIVE SESSION — 25- minutes to "consider the minimum price at which real estate will be offered for sale or lease" per RCW 42 30 110(1)(c) Executive Session was held from 6 50 to 715 PM, and no action was taken City Council Study Session Minutes Wednesday, July 24, 2013 Page 2 of 2 President Wheeler announced that the Transportation Benefit District (TBD) Board of Directors would be holding a Work Session following a 10- minute recess With no further business, President Wheeler adjourned the Council Study Session at 7 15 PM Prepared and Submitted by CHRISTINE GRENIER Council Assistant Attest SHANNON CORIN, City Clerk GREG WHEELER, City Council President GW SC Is cg AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT Appointments to the Pro and Study Session Date 7/24/13 Con Committees to prepare Ballot Measure COUNCIL MEETING Date 8/7/13 Statements for proposed City of Bremerton Department City Clerk Charter Amendments Presenter Shannon Conn Phone 473 -5323 SUMMARY City Council is required to appoint committees to prepare arguments advocating approval or refection of a measure submitted for General Election Ballot Measures A ballot measure to allow the City Council to hold special meetings outside city limits and within county boundaries will be placed on the November 5, 2013 General Election Each committee may have up to three members A committee may seek the advice of any person in preparing their statement(s) ATTACHMENTS Specifications for Committee Ballot Measure Arguments FISCAL IMPACTS (Include Budgeted Amount) None STUDY SESSION AGENDA Nx No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑x Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: I move to appoint Colleen Smidt and Robert Parker to the Committee writing the "For" statement for the Bremerton City Charter Amendments ballot measure I move to appoint John Larson, Robin Henderson and Bob Dollar to the Committee writing the "Against" statement for the Bremerton City Charter Amendments ballot measure COUNCIL ACTION. ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/25/13 C. Specifications for Committee Ballot Measure Arguments 1 Committees Appointed to Write Arguments "For" and "Against" Ballot Measures a Measure Arguments and Rebuttals will appear in the printed Local Voters' Pamphlet and Online Ballot Access for Primary and General Elections, online only for Special Elections The legislative authority of a jurisdiction that submits a ballot measure shall appoint committees to prepare Arguments advocating approval and rejection of the measure i Within five business days after submitting the resolution or ordinance to the Auditor's Office for Primary and General Elections, ii Within one business day after submitting the resolution or ordinance to the Auditor's Office for Special Elections WAC 434 - 381 -120 b The jurisdiction submitting the measure may complete a form provided by the Auditor's Office that appoints committee members 'for" and "against" the measure c The legislative authority of a jurisdiction that submits a ballot measure is required to provide written notice to the County Auditor if they are unable to appoint a committee i Within five business days after submitting the resolution or ordinance to the Auditor's Office for Primary and General Elections, ii Within one business day after submitting the resolution or ordinance to the i Auditor's Office for Special Elections WAC 434 - 381 -120 iii If the legislative authority fails to make such appointments, the County Auditor shall whenever possible make the appointments RCW 29A 32 280 • To assist the Auditor in this appointment process, election staff shall notify each major political party chairperson and a representative of the League of Women Voters for Kitsap County with an inquiry for individuals willing to serve on the committee d. Committee members do not have to be residents of the district e No committee shall have more than three members, however, a committee may seek the advice of additional people in preparing their Argument(s) RCW 29A 32 280 f The committee shall elect a chairperson from its members and shall notify the County Auditor of the names, email addresses and telephone numbers of the committee members i Each committee shall submit contact information consisting of a telephone number, an email and an optional web address for publication. This information does not count toward Argument or Rebuttal word limits • Committee member names will be printed in the order submitted on the roster. Each committee member may use up to eight words as a title or identification Name and title or identification will be published exactly as submitted, or as defined in WAC 434 - 381 -160 i 2013 Local Voters' Pamphlet Adminmrative Rules 4 Kitsap County Auditoi — Elections Division 2 Deadline to Submit Arguments "for' and "against" Measures a The deadline to submit measure Arguments is ten business days after the deadline to appoint committee members for Primary and General Elections, b. The deadline to submit measure Arguments is two business days after the deadline to appoint committee members for Special Elections WAC 434 - 381 -120 i If an Argument is rejected by the Auditor's Office, the committee has two business days to appeal the decision ii Extensions to deadlines may be made as deemed necessary by the County Auditor and shall apply to all jurisdictions equally ill Decisions on appeals are final a Upon approval of the Argument, The Auditor's Office will transmit Arguments to opposite committees WAC 434 - 381 -120 3 Argument Specifications WAC 434 - 381 -170 — WAC 434 - 381 -180 a Committees may complete a measure Argument form provided by the Auditor's Office b Once submitted, Arguments cannot be changed by the committee unless requested by the Office of the Auditor or a court order. c Arguments "for" and "against" measures appearing in the Local Voters' Pamphlet and Online Ballot Access shall not exceed 250 words, including no more than four headings RCW 29A 32 121 i Headings may not exceed 15 words each and will be printed in bold type ii Headings are calculated in the total word count d Arguments exceeding the word limit are shortened by deleting full sentences from the end until the limit is reached. e. Photographs or charts are permitted Each square inch of chart or photograph will substitute for 50 words f Bulleted lists are not permitted g. Italics are permitted for emphasis i The text of an Argument may not include bold, underlining, or all caps and will be replaced with italics h No more than five paragraphs are allowed for Arguments Excessive paragraph returns will be removed i Hyphenated words count as two words unless the hyphenation is listed as one word by dictionary com The Auditor's Office is not obligated to make spelling or grammar corrections and will assume no responsibility for errors in the original Arguments submitted k Arguments will be approved by the Auditor's Office before release to the opposite committees Rebuttals 4 Deadline to Submit Rebuttals a. For Primary and General Elections, the deadline to submit Rebuttals is within five business days of receiving the opposite committee's Arguments from the County Auditor, b For Special Elections, the deadline is within two business days of receiving the opposite committee's Arguments from the County Auditor WAC 434 - 381 -120 c If the Rebuttal is rejected, the committee must appeal the same day i Extensions to deadlines may be made as deemed necessary by the County Auditor and shall apply to all jurisdictions equally ii Decisions on appeals are final 2013 Local Voters' Pamphlet Administrative Rules g Krtsap County Auditoi — Elections Division 5. Rebuttal Specifications WAC 434- 381 -170 — WAC 434 - 381 -180 a. Committees may complete a Rebuttal form provided by the Auditor's Office b Once submitted, Rebuttals cannot be changed by the committee unless requested by the Office of the Auditor or a court order c Rebuttals to the Arguments "for" and "against" measures appearing in the Local Voters' Pamphlet and Online Ballot Access shall not exceed 75 words RCW 29A 32 121 d Rebuttals exceeding the word limit are shortened by deleting full sentences from the end until the limit is reached e Headings are not permitted in connection with Rebuttals f Rebuttals must address only issues raised in the opposing Argument without injecting issues not previously discussed by either the Argument "for" or "against" that measure g Hyphenated words count as two words unless the hyphenation is listed as one word by dictionary com h Photographs and charts are not permitted. i Bulleted lists are not permitted. j Italics are permitted for emphasis. i The text of a Rebuttal may not include bold, underlining, or all caps. ii Bold, underlining, or all caps will be replaced with italics k No more than one paragraph is allowed for Rebuttals. Excessive paragraph returns will be removed I The Auditor's Office is not obligated to make spelling or grammar corrections and will assume no responsibility for errors in the original Rebuttal submitted 6. Video Argument Specifications a Committees may wish to submit a Video Argument in addition to the written Argument b. The deadline to submit a Video Argument is five business days after the deadline to submit the written Argument c Committees must provide one video recording file that is substantially the same as the written Argument and Rebuttal and shall not exceed 3 minutes, 30 seconds in length i The background must not include pins, robes, signage, insignias or uniforms that suggest the wearer has held public office. d Preferred file types are Flash Video File (flv or f4v) e Maximum file size is 128 MB f Committees are responsible to schedule and complete the video filming in time to submit and receive approval of the file before the deadline 7 Rejection of Unacceptable Arguments, Rebuttals and Videos RCW 29A 32 090 a Obscene, profane, libelous, and defamatory language will be rejected b If any portion of the Argument, Rebuttal or Video is rejected, only that rejected portion may be re- written and submitted for inclusion in the original submission c The committee submitting the Argument, Rebuttal or Video may appeal any rejection to the County Auditor or submit a revised Argument, Rebuttal or Video within one working day. d. The County Auditor shall render a decision within one working day of the appeal This decision shall be considered final 2013 Local Voters' Pamphlet Administrative Rules 6 Krtsap County Auditor — Elections Division AGENDA BILL CITY OF BREMERTON (06 CITY COUNCIL ........ ............................... 0 0 0. 0. ...... . 0 0 0 0 ............ 0 0 M E M W ...... 0 0 W 0 a 1 SUBJECT: Interlocal Agreement with Study Session Date July 24, 2013 Kitsap County Fire Chiefs Association COUNCIL MEETING Date August 7, 2013 Department Fire Presenter Al Duke, Fire Chief Phone 473 -5380 SUMMARY The current Kitsap County Fire Chiefs Association was formed in 1994, but has been in existence since the 1960's The Association has been operating with the six fire district/departments and the county fire marshal The intent of this agreement is to establish this same group as a legal entity ATTACHMENTS Kitsap County Fire Chiefs Association Interlocal Agreement FISCAL IMPACTS (Include Budgeted Amount) $200 a year which has been budgeted STUDY SESSION AGENDA N No Presentation ❑ Full Presentation STUDY SESSION ACTION N Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION Move to approve the Kitsap County Fire Chiefs Association Interlocal Agreement and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/25/13 KITSAP COUNTY FIRE CHIEFS ASSOCIATION INTERLOCAL COOPERATION AGREEMENT THIS IS AN AGREEMENT entered into under the Interlocal Cooperation Act (Chapter 39 34 R C W ) Between Bremerton Fire Department (`BFD "), Central Kitsap Fire and Rescue ( "CKFR "), South Kitsap Fire and Rescue ( "SKFR "), Kitsap County Fire District 18/Poulsbo Fire ( "PF "), North Kitsap Fire and Rescue ( "NKFR" ), and Bainbridge Island Fire Department ( "BIFD ") (hereinafter the "parties "), by which the parties agree to establish and participate in point membership of the KITSAP COUNTY FIRE CHIEFS ASSOCIATION ( "KCFCA ") This agreement supersedes and replaces any and all prior agreements relating to the KCFCA whether written or oral. WHEREAS, this Agreement is formed to be consistent with the provisions and terms of the " Interlocal Cooperation Act" pursuant to RCW 39 34 et seq , and WHEREAS, the KCFCA was created in 1994 to help promote fire prevention, fire suppression, emergency medical services, and life safety legislation and education through the cooperation of the local fire departments' joint efforts of their respective Chief officers, and WHEREAS, it was believed that each of the parties and the public would benefit through regional coordination and cooperation of the KCFCA, and WHEREAS, the parties now desire to establish a separate legal entity to provide oversight for the activities of the parties of the KCFCA; NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS 1. PURPOSE The purposes of this Agreement are: a To provide a means for the continued development of fire suppression and fire prevention services as well as a coordinated effort to influence legislation and education benefiting the region's emergency service providers and public b To replace and supersede the original Kitsap County Fire Chief s Association Agreement, re- establishing the working relationship between the parties who were the initial participants of that Agreement, i c. To establish the KCFCA as an LLC, a separate legal entity as authorized by RCW 39.34 030(3)(b), d. To establish a process of administrative oversight for such services provided by the KCFCA; e To establish a process for other jurisdictions and public entities to become participants in this Agreement 2. DEFINITIONS Unless a different meaning is plainly required by the context, words and phrases used in this agreement shall have the meanings attributed to them pursuant to state statute or other controlling law, or as defined in this Agreement a "Member Agency" means a voting and fees paying municipal or other governmental entity which is a party to this agreement b "State" means the State of Washington c "Region" means Kitsap County and other adjoining counties d " Kitsap County Fire Chiefs Association" means the separate legal entity established and acknowledged by tlus Agreement to represent member agencies to carry out those powers and managerial and administrative responsibilities delegated pursuant to the provisions of this Agreement e "Majority Vote" means more than one -half of the votes cast by member agency representatives when a quorum is present f "Administrative Board" shall mean the representatives of member agencies of the KCFCA identified in Section 4 of this Agreement 3. PARTICIPATION The Bremerton Fire Department, Central Kitsap Fire and Rescue, South Kitsap Fire and Rescue, Kitsap County Fire District 18/Poulsbo Fire, North Kitsap Fire and Rescue, and Bainbridge Island Fire Department participate in the formation and operation of the KCFCA for the purposes established pursuant to this Agreement Other governmental organizations may loin the KCFCA upon approval of the KCFCA Administrative Board and by agreeing to the terms of this Agreement established below Other organizations who are not governmental organizations may participate and take advantage of the services provided by the KCFCA pursuant to separate service agreements pursuant to those rules established by the KCFCA Bylaws 4. MEMBERSHIP AND VOTING RIGHTS OF THE KCFCA ADMINISTRATIVE BOARD A Membership in the KCFCA is established by execution of this Agreement and payment of any required fees as established by the Administrative Board 1 A municipal or government entity that desires to become a later member of the KCFCA must obtain permission to do so by a majority vote of the Administrative Board The required permission applies to any entity that wishes to become a member Any entity seeking to loin the KCFCA must sign an amendment to this Agreement establishing their membership However, such membership is subject to legislative approval of all member agencies Further, any entity seeking to loin the KCFCA must pay all fees in accordance with this Agreement. 2 A non - municipal or non - governmental entity that desires to participate in the KCFCA shall be entitled to do so pursuant to the Bylaws of the KCFCA 3 Ex- Officio members may be allowed to participate in the KCFCA pursuant to the Bylaws of the KCFCA B. The KCFCA Administrative Board shall consist of one (1) representative who shall be the Chief Officer from each participating member agency, each of whom is delegated one vote The membership and structure of the KCFCA Administrative Board may only be modified through an amendment to this agreement, recommended by a majority of the Administrative Board and approved by a majority of the member agencies 5. AUTHORITY AND RESPONSIBILITIES OF THE KCFCA ADMINISTRATIVE BOARD The KCFCA Administrative Board shall have the authority and the responsibilities to provide policy and legislative direction for the KCFCA and its administration, and in particular shall a. Establish bylaws that govern the procedures of the KCFCA Administrative Board and daily operations of the KCFCA, b Recommend appropriate action for the KCFCA to the legislative bodies of the participating members, c Enter into agreements with, and receive and distribute funds from any federal, state or local agencies; d Determine what services are to be offered by the KCFCA and under what terms they shall be offered; e. Review and adopt annual budgets, f Review and approve budget expenditures, g Enter into agreements with third parties for services necessary to fully implement the purposes of this agreement; h Apply for such federal, state, or private funding of any nature as may become available to assist the KCFCA in carrying out its purposes and functions; i Purchase, take, lease, take by gift, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, J Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of property and assets, k Sue and be sued, complain and defend, in all courts of competent jurisdiction; 1 Enter into contracts in Review and adopt personnel, purchasing and financial policies, n Any and all other acts necessary to further the KCFCA's goals and purposes 6. FINANCING A Cost Allocation All members shall pay the annual fees as described in the KCFCA Bylaws. B The Fiscal Year. The fiscal year shall coincide with the calendar year C Adoption of Budget By September of each year the KCFCA Administrative Board shall adopt a draft annual work program, budget, and cost allocation of the ensuing fiscal year that identifies anticipated activities, goals, revenues, and expenditures for completing the work program The final work program, budget, and cost allocation for the ensuing year shall be adopted by the KCFCA Administrative Board no later than November of each year No increase or decrease to the final budget shall occur without the approval of the KCFCA Administrative Board All expenditures shall be made from the Fund identified earlier D Notice of Budget On or before September 30, the KCFCA Administrative Board shall provide written notice of the ensuing year's draft budget, work plan, and cost allocation to each member agency's representative. On or before November 30, the KCFCA Administrative Board shall provide written notice of the final budget, work plan, and cost allocation adopted for the ensuing fiscal year to each member agency's representative. E. Contractin¢ All contracts made by or on behalf of the KCFCA shall be in accordance with state law, including, but not limited to Chapter 39 04 RCW, and Chapter 42.23 RCW, and Chapter 42 24 RCW. 7. FACILITIES AND PROPERTY Any property owned or maintained by the KCFCA shall be used and disposed of in accordance with the Bylaws established by the KCFCA Administrative Board 8. DURATION This Agreement shall remain in full force and effect in perpetuity from its effective date unless earlier terminated or modified as provided herein. 9. MODIFICATION The terms of the Agreement shall not be altered or modified unless agreed to in writing by all member agencies and such writing shall be executed with the same formalities as are required for the execution of tlus document 10. TERMINATION Any member agency has the right to withdraw from this Interlocal Agreement by giving the KCFCA Administrative Board six (6) months prior written notice Withdrawal by one member agency to the Interlocal Agreement shall not terminate the Agreement as to any other remaining member agencies 11. HOLD HARMLESS Each party shall defend, indemnify and save all other parties harmless from any and all claims arising out of that party's negligent performance of this agreement Any loss or liability resulting from negligent acts, errors, or omissions of the KCFCA Administrative Board, KCFCA Director and/or KCFCA staff shall be borne by the KCFCA exclusively 12. INSURANCE Any loss or liability to third parties resulting from negligent acts, errors, or omissions of the KCFCA Administrative Board, member agencies, and/or employees while acting within the scope of their authority under this Agreement shall be borne by the KCFCA exclusively, and the KCFCA shall defend such parties, at its cost, upon request by the member agency, Board member, and/or employee A. The KCFCA Administrative Board shall obtain commercial general liability, and auto liability insurance coverage for the KCFCA Administrative Board, and any staff employed by the KCFCA, at levels no less than $1 million single occurrence and $2 million aggregate for each type of liability that is insured. The policy shall name each member agency, and their respective elected officials, officer, agents, and employees as additional insured's The KCFCA Administrative Board shall annually evaluate the adequacy of the KCFCA's insurance coverage B The KCFCA Administrative Board shall require that all contractors and subcontractors utilized by the KCFCA obtain insurance coverage consistent with Section 13(B) 13. INTERLOCAL COOPERATION ACT COMPLIANCE This is an agreement entered into under Chapter 39 34 RCW Its duration is as specified in Section 8 The organization, composition and nature of the KCFCA Administrative Board is as specified in Section 4 Its purposes are as described in Section 1 Its manner of financing and budgeting is as described in Section 6. Its termination as described in Section 10 The method for disposing of property upon withdrawal or termination is set forth in Section 7 14. WAIVER The failure of any party to insist upon strict performance of any of the terms and conditions of this Agreement shall not be construed to be a waiver or relinquishment of same, but the same shall be and remain in full force and effect 15. NOTICES Except as provided elsewhere in this Agreement, any notice required by this Agreement shall be made in writing to the representative(s) identified in Section 4 with a copy of such notice provided to the Executive Director, if one has been appointed by the KCFCA Administrative Board Notice is effective on the third day following deposit with the U.S Postal Service, regular mail 16. VENUE UE This Agreement shall be governed by the laws of the State of Washington, both as to its interpretation and performance Any action at law, suit inequity, or other judicial proceeding ansmg in connection with this Agreement may be instituted and maintained only in a court of competent junsdichon in Krtsap County, Washington. 17. ENTIRETY This Agreement supersedes all previous inter -local agreements, if any, and all prior discussions, representations, contracts, and/or agreements between the parties relating to the subject matter of this Agreement and constitutes the entire contract between the parties. 18. SEVERABILITY If any of the provisions of the Agreement are held illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect 19. CLAIMS A Any claim for damages made under Chapter 4.96 RCW shall be filed with the Chair of the KCFCA Administrative Board, or other Agent as identified pursuant to the KCFCA Bylaws B Upon receiving a claim for damages, or any other claim, a copy of the claim will be provided to each member agency 20. EXECUTION AND FILING The parties agree that there shall be multiple original signature pages of this Agreement distributed for signature by the necessary officials of the parties Upon execution, the executed original signature pages of this Agreement shall be returned to the Chair of the KCFCA Administrative Board who shall file an executed original of this Agreement with the Krtsap County Auditor. The Chair of the Administrative Board shall distribute duplicate conformed copies of the Agreement to each of the parties Parties that sign on as members at a later date will provide original signature pages of this Agreement to Kitsap County Auditor for filing The Chair of the Administrative Board shall distribute duplicate conformed copies of the signature pages filed later to each of the parties 21. EFFECTIVE DATE This Agreement shall go into effect among and between the parties upon its execution by all of the parties, as evidenced by the signatures and dates affixed below and upon its filing with the County Auditor as provided in Section 20 IN WITNESS WHEREOF, this Agreement has been executed by each party on the date set forth below Executed this day of , 2013 CITY OF BREMERTON By Patty Lent, Mayor Approved as to form: Roger Lubovich, City Attorney Attest Shannon Conn, City Clerk AGENDA BILL CITY OF BREMERTON CITY COUNCIL ■■ EE000N0E0E0a0EN0E00MEa0a0000N0N0EEEEE000NEEE0a000000N00a00E0K00ar000000a0EaaEE0N0EEEEa SUBJECT: Professional Services Study Session Date July 24, 2013 Agreement with Systems Design West, LLC COUNCIL MEETING Date August 7, 2013 for Ambulance Billing Department Fire Presenter Al Duke, Fire Chief Phone 473 -5380 SUMMARY- This is an agreement between the City of Bremerton and Systems Design West, LLC to provide ambulance billing service The original agreement was in 1999, renewed in 2004 with one - year extensions not to exceed a 10 -year period The scope of services has been expanded to include more detail, the compensation remains the same since 2004, and a record storage policy has been added There are no financial changes to the agreement ATTACHMENTS Professional Services Agreement FISCAL IMPACTS (Include Budgeted Amount) $36,500 which is in the budget STUDY SESSION AGENDA M No Presentation ❑ Full Presentation STUDY SESSION ACTION: 0 Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION Move to approve the Professional Services Agreement with Systems Design West, LLC and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/25113 I PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ( "AGREEMENT ") is made and entered into this 1st day of January, 2013 by and between, City of Bremerton ( "Fire Department ") 911 Park Avenue Bremerton, WA 98337, and Systems Design West, LLC a Washington limited liability company having their principal place of business located at 19265 Powder Hill Place NE Poulsbo, Washington 98370 hereinafter referred to as the ( "Consultant ") Collectively the Fire Department and the Consultant shall be known as the "PARTIES" RECITALS: (a) WHEREAS, the Fire Department and the Consultant desire to enter into a "Professional Services Agreement ", (b) NOW, THEREFORE, in consideration for the mutual obligations contained herein the Fire Department and the Consultant, each intending to be legally bound by this agreement, hereby mutually covenant and agree as follows 1 SCOPE OF SERVICES The Consultant shall provide to the Fire Department specific services related to the billing and payment processing of EMS patient transport services that are provided to the general public by the Fire Department The following Scope of Services shall be incorporated into this contract as general services performed by the Fire Department and the Consultant under this agreement 11 The Fire Department, with assistance from Consultant, shall apply for Provider Status or updated Status with Medicare, Medicaid, and all public and private insurances which will be billed as a part of this Scope of Services The Fire Department shall assist the Consultant to obtain the necessary certifications, numbers and documentation needed for Consultant to provide the services identified in sections 12 and 13 below The Fire Department agrees to furnish and assist the Consultant with the following. (a) The Fire Department agrees to provide a complete and legible "PCR" (Patient Care Report) to the Consultant including patient name, address and pertinent billing and insurance information from the field, including a copy of the patient signature for authorization of benefits and responsibility for payment, authorizing billing of Medicare, Medicaid and any insurance the patient is a subscriber to The original patient signature must be maintained by the Fire Department and made available to the Consultant and /or insurance payers upon request Each batch of PCRs sent to the Consultant for billing shall be accompanied by a Batch Log, wherein each transport is itemized and identified as to level of service and total amount billed by the Fire Department The amounts to be billed will be determined by the Fire Department in the form of a resolution or ordinance to be incorporated into this agreement as an attachment exhibit (b) The Fire Department agrees to furnish the Consultant with hospital ER forms (face /admit sheets) with demographic and insurance information attached to the PCR Copies of any payments made directly to the Fire Department will be forwarded to the Consultant for accounting purposes in a timely manner The Fire Department agrees to generate any refund checks due to overpayments identified by the Consultant directly to the payer to which the refund is due, based on detailed information provided by the Consultant The Fire Department shall provide additional information as may be required by insurance companies or other agencies in order to facilitate the Consultant's obligations to the Fire Department (c) The Fire Department agrees to furnish to the Consultant to be made part of this agreement as an attachment: resolutions pertaining to this Scope of Services, specific write off policies; collections procedures; rates and fees to be charged by the Fire Department and administered by Consultant as part of the Scope of Services performed under this agreement 12 Upon receipt of the PCRs and Batch Log from the Fire Department, the Consultant shall. set up a patient account in Consultant's proprietary software application and create a patient record, perform all billing operations including follow up statements and any necessary rebelling of EMS patient transport services provided by the Fire Department to the subscriber's medical insurances, Medicare, Medicaid and any and all known secondary insurance providers, produce and forward CMS 1500 forms and /or electronic medical claims per payer's rules and regulations within the legal boundaries of all federal and state laws; produce and mail an initial invoice and subsequent statements to all private patient accounts on behalf of the Fire Department; file any applicable appeals to insurance payers and /or Medicare and Medicaid on behalf of the patient if necessary to pursue the claim 13 The Consultant shall receive at its facilities all payments (except those directly deposited into the Fire Department's account by insurances and Medicare /Medicaid via EFT) Explanations of Benefits and Electronic Remittance Advices, account for all payments; deposit all funds directly into the Fire Department's "deposit only" account, forward deposit information to the Fire Department within 24 hours of such deposit; initiate and forward refund information and adjustments made on behalf of the patient's account to the Fire Department The Consultant shall provide to the Fire Department a minimum of four (4) standard reports each month including a) Aged Accounts Receivable b) Month End Summary c) Annual Collection Statistics d) Transaction Journal These reports will include information related to amounts billed, amounts collected and uncollected, insurance and Medicare /Medicaid allowable and disallowable 14 The Consultant shall provide live customer service to Fire Department's patients via toll free phone numbers to answer patient billing questions Monday through Friday from 8 00am through 6 00 pm, Pacific Standard Time (except Federal holidays) 15 The Consultant shall provide all labor, materials and equipment necessary to perform the work specified in the above scope of services The Consultant shall provide to the Fire Department at no cost a copy of a proprietary Data Exchange software application to enable the Fire Department to Batch & Value reports and transmit them electronically to the Consultant. 2 FEES, EXPENSES, & PAYMENT For and in consideration of the services provided by the Consultant identified above, the Fire Department shall pay to the Consultant an amount not to exceed $ 20.50 per transport plus actual postage for patient invoices and statements per the Scope of Services performed under this agreement The Fire Department shall remit payment for services rendered under this agreement to the Consultant within 30 days from receipt of Consultant's monthly invoice to the Fire Department 3 PAYMENT OF TAXES The Consultant shall be liable for any and all federal, state, and local sales, excise taxes and assessments as a result of the payment for services rendered under this agreement. I 4 TERM OF AGREEMENT The Consultant shall commence the work called for in this agreement on the date of the agreement and perform such work uninterrupted for two years and automatically renew upon the anniversary date for an additional two year term unless the agreement is terminated by either party This agreement may be amended by written document signed by both parties of the agreement 5. SCHEDULE OF ATTACHMENT EXHIBITS The following attachments are acknowledged by the parties and made part of this Agreement # 1: Rates to be charged per transport (to be amended from time to time) # 2 State of Washington Records Storage Policy # 3: Systems Design Liability Insurance policies # 4• Business Associate Agreement 6 INDEPENDENT CONSULTANT STATUS The Consultant performs this Agreement as an independent Consultant, not as an employee of Fire Department. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of point venture between the parties hereto, it being understood and agreed that neither method of computation of payment nor any other provision contained herein nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Fire Department and an independent Consultant 7 TERMINATION Either party may terminate this agreement with a minimum of 30 days notice to the other party The Consultant shall upon termination by either party provide 60 days of follow up service to the outstanding patient accounts including posting payments, making deposits, and two (2) months of follow up reports to the Fire Department Consultant shall deliver and document the return of all documentation in Consultants possession per the attached "Records Storage Agreement" In the event this agreement is terminated by either party and the terms for payment for services include a percent of collections method, Fire Department shall pay to Consultant the agreed upon percentage of collected revenues until all accounts created by Consultant are settled 8 INSURANCE. The Consultant shall maintain statutory minimum Worker's Compensation or Labor and Industry insurance as required by the laws of any state or country in which Services are performed The Consultant will provide and make as part of this agreement as an attachment, a certificate of liability insurance with a minimum amount of commercial general liability of $1,000,000 per occurrence and an aggregate of $ 2,000,000 and maintain such insurance for the duration of this agreement The Consultant shall provide an annual updated Certificate of Insurance to the Fire Department upon the policy expiration date The Consultant's insurance shall be primary insurance as respects the City and it shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473 -5161, or by certified mail, return receipt requested to City of Bremerton, attn• Risk Management, 345 6 th Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement 9 END USER SOFTWARE USE & CONFIDENTIAL INFORMATION The term "CONFIDENTIAL INFORMATION AND SOFTWARE" shall mean- (i) any and all Information and proprietary software which is disclosed or provided by either party ( "OWNER OF THE INFORMATION ") to the other ( "RECIPIENT ") verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary, and (ii) Confidential Information may include, but not be limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, and financial information, confidential information concerning Fire Department and Consultant's business or organization, as the parties have conducted it or as they may conduct it in the future In addition, Confidential Information may include information concerning any of past, current, or possible future products or methods, including information about research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and /or software (including third party software). 9 1 TREATMENT OF CONFIDENTIAL INFORMATION Fire Department's Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non - disclosure provisions no less restrictive than in this Section and who have a justified business "need to know" Fire Department shall protect the deliverables resulting from Services with the same degree of care This agreement imposes no obligation upon the Parties with respect to Confidential Information which either party can establish by legally sufficient evidence. (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Fire Department; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality, (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information, or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Fire Department and provided further that diligent efforts are undertaken to limit disclosure This agreement does not impose upon either party a duty of care or any other obligation to a third party 9 2 CONFIDENTIALITY AND DISCLOSURE OF PATIENT INFORMATION. Use and Disclosure of Protected Health Information The parties hereto agree that in order for the Consultant to perform its duties as expected by the Fire Department, it will be necessary for the Consultant to use and disclose Protected Health Information ( "PHI "), as such term is defined at 45 CFR §164 501 The parties of this agreement further acknowledge and make part of this agreement as an attachment to this agreement a "Business Associate Agreement" to be maintained and updated whenever applicable by either party of this agreement 9 3 PERMITTED AND REQUIRED USES AND DISCLOSURE OF PHI The Parties hereto agree that the Consultant may use and disclose PHI in order to carry out any Payment function covered under the definition of "Payment" contained in 45 CFR §164 501 The Parties hereto further agree that the Consultant may use or disclose PHI for any use or disclosure that is required by law 10. INDEMNITY Each Party ( "INDEMNIFYING PARTY ") shall indemnify and hold the other Party ( "INDEMNIFIED PARTY ") harmless against any third party claim, including costs and reasonable attorney's fees, in which the Indemnified Party is named as a result of the negligent or intentional acts or failure to act by the Indemnifying Party, its employees or agents, while performing its obligations hereunder, which result in death, personal injury, or tangible property damage This indemnification obligation is contingent upon the Indemnified Party providing the Indemnifying Party with prompt written notice of such claim, information, all reasonable assistance in the defense of such action, and sole authority to defend or settle such claim 11. SURVIVABILITY The terms of Section 8 and 9 shall survive termination of this Agreement If the Parties have executed a separate agreement that contains confidentiality terms prior to or contemporaneously with this Agreement, those separate confidentiality terms shall remain in full force to the extent they do not conflict The "Business Associate Agreement" has terms incorporated to establish the continuance of covenants for the parties to disclose PHI for the continued operations of "Payment" 12. WARRANTIES AND REPRESENTATIONS Each party warrants that it has the right and power to enter into this Agreement and an authorized representative has executed this Agreement Consultant warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards To the extent Services provided by Consultant are advisory; no specific result is assured or guaranteed Consultant EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED 13. NOTICE Any notice, demand, request, consent, approval, or other communication that either party desires or is required to give to the other party related to any of the content of this agreement shall be presented in writing and served personally or sent by prepaid, first class mail to the addresses set forth below Either party may change its address by notifying the other party of its change of address in writing Fire Department City of Bremerton Fire Department 911 Park Avenue Bremerton, WA 98337 Consultant Systems Design West, LLC 19265 Powder Hill PI NE Poulsbo, WA 98370 14. NONWAIVER No modification to this Agreement nor any failure or delay in enforcing any term, exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by both parties No delay or omission of the right to exercise any power by either party shall impair any such right or power, or be construed as a waiver of any default or as acquiescence therein One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed by the other party as a waiver of a subsequent breach of the same covenant, term or condition 15 APPLICABLE LAW The laws of the State of Washington shall govern the construction, validity, performance and enforcement of this Agreement Venue as to any action, claim, or proceeding arising out of, or based upon this Agreement, including, but not limited to, any action for declaratory or injunctive relief, shall be the Superior Court in Kitsap County the State of Washington Each party is responsible for its own attorney's fees and litigation costs 16 CONFLICT OF INTEREST. The Consultant covenants, warrants and represents that the Consultant or any employees of Consultant has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner with the subject matter or the performance of this Agreement The Consultant further covenants, warrants and represents that in the performance of this Agreement, no person having any such interest shall be employed by the Consultant in the future 17 ENTIRE AGREEMENT This Agreement and any schedules, appendices, attachments and exhibits attached hereto sets forth all of the covenants, promises, agreements, conditions and understandings between the parties hereto, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as herein set forth Except as herein otherwise expressly provided, no contemporaneous or subsequent agreement, understanding, alteration, amendment, change or addition to this Agreement, or any schedule, appendix, exhibit or attachment thereto shall be binding upon the parties of this Agreement hereto unless reduced to writing and signed by both parties This Agreement constitutes a final, complete and exclusive statement of the agreement between the parties The Parties hereby agree to all of the above terms, conditions, covenants and have executed this Agreement by a duly authorized representative. Dated this day of . 2013 City of Bremerton "Fire Department" By Print Title Dated this day of . 2013 Systems Design West, LLC "Consultant" By Print: Title BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (this "Agreement ") is made this 1st day of January, 2013, between City of Bremerton 911 Park Avenue Bremerton, WA 98337 duly organized under the laws of the State of Washington (the "Provider"), and Systems Design West, LLC a limited liability Company duly organized under the laws of the State of Washington (the "Consultant ") This Agreement supplements and is made part of an agreement entitled "Professional Services Agreement" entered into by the Provider and the Consultant WITNESSETH: WHEREAS, the Provider and the Consultant desire to enter into a "Business Associate Agreement ", NOW, THEREFORE, in consideration for the mutual obligations contained herein the Provider and the Consultant, each intending to be legally bound, hereby mutually covenant and agree as follows 1. Term This Agreement shall be effective as of the date above. Subject to the provisions of Section 3 of this Agreement, this Agreement shall remain in full force and effect for as long as the Provider utilizes the services of Consultant 2 Use and Disclosure of Protected Health Information. The parties hereto agree that in order for the Consultant to perform its duties as expected by the Provider, it will be necessary for the Consultant to use and disclose Protected Health Information ( "PHI "), as such term is defined at 45 CFR §160 103 21 Permitted and Required Uses and Disclosures of PHI. The parties hereto agree that the Consultant may use and disclose PHI in order to carry out any Payment function covered under the definition of "Payment" contained in 45 CFR §164.501 The parties hereto further agree that the Consultant may use or disclose PHI for any use or disclosure that is required by law 3 Termination by the Provider for Breach Pursuant to 45 C F R §164 504(e)(2)(iii), the Provider may terminate this Agreement if the Provider determines that the Consultant has breached a material term of this Agreement. In the event of a material breach of the Consultant's duties and responsibilities contained in Sections 4 Through and including 410 of this Agreement, the Provider may immediately terminate this Agreement upon written notice to the Consultant In the event of a claimed material breach of any other provision of this Agreement by the Consultant, the Provider shall give the Consultant written notice of the alleged material breach The Consultant shall have ten (10) days from the date of any written notice of breach to cure the alleged breach In the event the Consultant cures the alleged breach within the ten (10) day time period, this Agreement shall remain in full force and effect In the event that the Consultant fails to cure the alleged breach within the ten (10) day time period, this Agreement shall terminate 31 Termination by the Consultant for Breach In the event of a claimed material breach of any provision of this Agreement by the Provider, the Consultant shall give the Provider written notice of the alleged material breach. The Provider shall have ten (10) days from the date of any written notice of breach to cure the alleged breach In the event the Provider cures the alleged breach within the ten (10) day time period, this Agreement shall remain in full force and effect. In the event that the Provider fails to cure the alleged breach within the ten (10) day time period, this Agreement shall terminate Duties and Responsibilities of the Consultant. 4 Restrictions on Use and Disclosure of PHI The Consultant shall not use or further disclose any PHI other than as permitted or required by this Agreement, or as required by law, 41 Safeguarding of PHI The Consultant shall use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for in this Agreement; 42 Reporting of Unauthorized Use or Disclosure of PHI The Consultant shall report to the Provider any use or disclosure of PHI not provided for by this Agreement of which the Consultant becomes aware, 43 Protection of PHI by Agents and Subcontractors The Consultant shall ensure that any agents, including any subcontractors, to whom it provides PHI received from, or created or received by the Consultant on behalf of the Provider, that the agent agrees to the same restrictions and conditions that apply to the Consultant with respect to such PHI, 44 Access to PHI The Consultant shall make available PHI in accordance with 45 CFR §164 524 Within ten (10) days after receipt of a request from the Provider for access to PHI in the possession of the Consultant, the Consultant shall make such PHI available to the Provider Within ten (10) days after receipt of a request from an individual for access to PHI in the possession of the Consultant, the Consultant shall forward such request to the Provider, 45 Amendments to PHI. Within ten (10) days after receipt of a request from the Provider for an amendment to any PHI, the Consultant shall make the requested PHI available to the Provider for amendment and shall incorporate any such amendments into the PHI in accordance with 45 CFR §164 526 Within ten (10) days after receipt of a request from an individual for an amendment to any PHI, the Consultant shall forward such request to the Provider, 4.6 Accountings Within ten (10) days after receipt of notice from the Provider that the Provider has received a request from an individual for an accounting of disclosures of PHI regarding the individual during the six (6) years prior to the date on which the accounting was requested, the Consultant shall make available to the Provider such information as is in the Consultant's possession and is required for the Provider to provide an accounting of disclosures of PHI to the individual in accordance with 45 CFR §164 528; 47 Internal Practices, Books, and Records. The Consultant shall make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by the Consultant on behalf of the Provider available to the Secretary of the Department of Health and Human Services for purposes of determining the Provider's compliance with Subpart E of Part 164 of Title 45 of the Code of Federal Regulations, and, 4.8 Duties with Regard to PHI upon Termination of this Agreement At termination of this Agreement, if feasible, the Consultant shall return or destroy all PHI received from or created or received by the Consultant on behalf of the Provider that the Consultant still maintains in any form and retain no copies of such PHI. If such return or destruction is not feasible, the Consultant shall extend the protections of this Agreement to the PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible. 4 9 Agreement to Mitigate Consultant agrees to mitigate, to the extent practicable as determined by the Consultant, any harmful effect that is known to Consultant of a use or disclosure of PHI by Consultant in violation of the requirements of this Agreement, and to promptly communicate to Provider any actions taken pursuant to this paragraph 410 HITECH Act Compliance Consultant will comply with the requirements of the Health Information Technology for Economic and Clinical Health Act ( "HITECH Act "), codified at 42 U S C §§ 17921 - 17954, which are applicable to business associates, and will comply with all regulations issued by the Department of Health and Human Services (HHS) to implement these referenced statutes, as of the date by which business associates are required to comply with such referenced statutes and HHS regulations Further, Consultant will comply with Section 13402 of the HITECH Act, codified at 42 US C § 17932, and will comply with all regulations issued by HHS to implement this statute, as of the date by which business associates are required to comply with such referenced statutes and HHS regulations. Duties and Responsibilities of the Provider. 5 Preparation and Delivery of Accountings It shall be the sole responsibility of the Provider to prepare and deliver any accounting requested pursuant to 45 CFR §164.528, 5.1 Decisions Concerning Access to PHI In the event that an individual has requested access to PHI directly from the Consultant, and the Consultant has forwarded such request to the Provider in accordance with Section 4 5 of this Agreement, it shall be the sole responsibility of the Provider to determine whether to grant or deny such access, and, 52 Amendment of PHI In the event that an individual has requested an amendment to PHI directly from the Consultant, and the Consultant has forwarded such request to the Provider in accordance with Section 4 6 of this Agreement, it shall be the sole responsibility of the Provider to determine whether to allow or disallow such amendment 53 Representations and Warranties of the Provider The Provider hereby represents and warrants to the Consultant as follows: 54 Accurate Information. All accounts placed with the Consultant by the Provider shall contain accurate information, 5.5 Consents and Authorizations. Prior to disclosing any PHI to the Consultant, the Provider shall obtain all required consents and authorizations pursuant to 45 CFR §164.506 and 45 CFR §164 508 respectively, sufficient to permit the disclosure of PHI from the Provider to the Consultant, and to permit the Consultant to perform its duties pursuant to the terms of this Agreement, 5.6 No Restrictions The Provider shall not place any account with the Consultant if the Provider has agreed to any individual's request to restrict the use or disclosure of PHI connected with such account pursuant to 45 CFR §164 522, and, 57 Organization and Authority The Provider is validly organized under the laws of the State of Washington and has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder This Agreement has been duly executed and delivered by the Provider and constitutes a legal, valid and binding obligation of the Provider, enforceable against it in accordance with its terms 6 Confidentiality The Consultant agrees to keep all Protected Health Information received from, or created or received by the Consultant on behalf of the Provider confidential except as necessary for the Consultant to perform its duties pursuant to the terms of this Agreement The Consultant's duty to maintain the confidentiality of Protected Health Information shall continue forever, unless disclosure of such information should be allowed or required by law 7 No Third Party Beneficiaries. The Provider and the Consultant hereby expressly understand and agree that individuals whose PHI is disclosed by the Provider to the Consultant are not intended to be third party beneficiaries of this Agreement or the Contract for Services 8 Independent Contractor Status. The parties hereto expressly agree that in performing its duties under this Agreement and the Contract for Services, the Consultant is acting as an independent contractor of the Provider Nothing contained herein is intended, nor shall it be construed to create, a Joint venture relationship, a partnership, or an employer - employee relationship between the parties 9 Enforcement. If either party resorts to legal action to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover the costs and expenses of the action, including without limitation, reasonable attorneys' fees 10 Severability If any provision of this Agreement shall be adjudged by any court of competent Jurisdiction to be invalid or unenforceable for any reason, such judgment shall not affect, impair or invalidate the remainder of this Agreement 11 Change of Law The parties hereto shall modify any term of this Agreement at anytime if it is determined that the inclusion of any term of this Agreement or the omission of any term from this Agreement violates any federal or state law or regulation, including, without limitation- the Standards for Privacy of Individually Identifiable Health Information (45 CFR Parts 160 and 164); the Health Insurance Reform: Standards for Electronic Transactions, Announcement of Designated Standard Maintenance Organizations (45 CFR Parts 160 and 162), and, the Security and Electronic Signature Standards (the "Security Standard ") (45 CFR Part 142) (or the final version of the Security Standard once such final version is released), all promulgated under the Health Insurance Portability and Accountability Act of 1996 (Pub L 104 -191) 12 Washington Health care Information Act The parties agree to comply with the Washington Health Care Information Act Chapter 70 02 RCW, when such Act provides greater protection of patient privacy than the federal law Records Storage Policy Per the following Washington RCW (Revised Code of Washington) 40 14 010, the definition of public records applies to payment information obtained by Systems Design "Contractor" under Scope of Services of the Professional Services Agreement of which the parties have hereby entered into RCW 4014.010 Definition and classification of publication records. As used in this chapter, the term "public records" shall include any paper, correspondence, completed form, bound record book, photograph, film, sound recording, map drawing, machine- readable material, compact disc meeting current industry ISO specifications, or other document, regardless of physical form or characteristics, and including such copies thereof, that have been made by or received by any agency of the State of Washington in connection with the transaction of public business, and legislative records as described in RCW 40 14 100 For the purposes of this chapter, public records shall be classified as follows (1) Official public records shall include all original vouchers, receipts, and other documents necessary to isolate and prove the validity of every transaction relating to the receipt, use, and disposition of all public property and public income from all sources whatsoever, all agreements and contracts to which the State of Washington or any agency thereof may be a party, all fidelity, surety, and performance bonds, all claims files against the State of Washington or any agency thereof, all records or documents required by law to be filed with or kept by any agency of the State of Washington, all legislative records as defined in RCW 40 14 100 and all other documents or records determined by the records committee, created in RCW 40 14 050, to be official public records Per RCW 40 14 060 these documents will be stored per the referenced code RCW 40.14.060 Destruction, disposition of official public records or office files and memoranda — Record retention schedules. (1) Any destruction of official public records shall be pursuant to a schedule approved under RCW 4014 050 Official public records shall not be destroyed unless (a) Except as provided under RCW 4014 070 (2)(b), the records are six or more years old, (b) The department of origin of the records has made a satisfactory showing to the state records committee that the retention of the records for a minimum of six years is both unnecessary and uneconomical, particularly if lesser federal retention periods for records generated by the state under federal programs have been established, or (c) The originals of official public records less than six years old have been copied or reproduced by any photographic or other process approved by the state archivist which accurately reproduces or forms a durable medium for so reproducing the original (2) Any lesser term of retention than six years must have the additional approval of the director of financial management, the state auditor and the attorney general, except when records have federal retention guidelines the state records committee may adjust the retention period accordingly An automatic reduction of retention periods from seven to six years for official public records on record retention schedules existing on June 10, 1982, shall not be made, but the same shall be reviewed individually by the state records committee for approval or disapproval of the change to a retention period of six years Recommendations for the destruction or disposition of office files and memoranda shall be submitted to the records committee upon approved forms prepared by the records officer of the agency concerned and the archivist The committee shall determine the period of time that any office files or memorandum shall be preserved and may authorize the division of archives and records management to arrange for its destruction or disposition Systems Design West, LLC "Contractor" a Party to the Professional Services Agreement of which this attachment is made part agrees to administer and adhere to RCW 40 14 060 regarding all qualifying "Provider" documents including but not limited to payer records, EOBs, EFT information, ERA information related to all payment transactions Original patient signatures received will be scanned and stored electronically and /or the original document will be stored by the Contractor for the entire duration of the Professional Services Agreement entered into by the parties, including any future term extensions Upon termination of the Professional Services Agreement by either party, the Patient Signature documents will be turned over to the Provider and signed for by an authorized agent of the Provider All other documents related to the requirements of the scope of work of the referenced Professional Services Agreement related to Patient Information that are not required to be retained by any federal, state or local laws will be stored for use either electronically or as paper documents by the contractor for a minimum of 3 years from the date of receipt and then returned to the owner party of this agreement or destroyed upon written direction of the owner { ACO Dp m"erw"'�"n" CERTIFICATE OF LIABILITY INSURANCE o ,,,,, WM TABS CERiMATE 18 LIMED AS A IAATTER OF BMMUTWU ONLY AND CONFERS NO RIGHTS UPON THH COUMCATB HOLDER. 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Amhabr +� tfit L ice ter Copy a Agptt s CO of i I i FIRE DEPARTMENT — RATE TABLE E All Rates Listed Are 'Not To Exceed" Fees # E. FIRE DEPARTMENT RR 1. REGULATORY LICENSE FEES BMC 9.48 Fireworks Stands / Displays $100 1stand/yr BMC 18.06 Ambulance Services Ambulance Inspections $60/veh 1 2. AMBULANCE TRANSPORT FEE ALS Residents $550 !! ALS — 2 $650 f ALS Non - Residents $650 BLS Residents $425 BLS Non - Residents $500 Mileage $11.00 /mile 3. EMS SERVICE CALL TO ASSISTED LIVING, LONG $100 After first response per TERM CARE AND ADULT CARE FACILITIES quarter 4. RE- INSPECTION FEE $56.00 5. HAZARD MATERIALS RESPONSE Rice Hull Ash Actual Cost per Bag Absorbent Pads Actual Cost per Bag 6. STAND-BY-TIME Per crew of 3 $98/hour Fire Engine — Crew of 4 $115/hour 7 ACTIVE FIREFIGHTING Fire Engine Washington Fire Chiefs Published Rate* Aerial Ladder Washington Fire Chiefs Published Rate* & SPRIN1QER/FIRE ALARM PLANS IFC Rates"* 9 FIRE WATCH $50 00/hour i 10. AFTER HOURS INSPECTION Actual Cost 11. RUSH PLAN REVIEW Actual Cost *Washington Fire Chiefs Association Wage & Equipment Rates for the Washington State Fire Service * *International Fire Code r 1 Resolution No. 3185 j AGENDA BILL (04 CITY OF BREMERTON CITY COUNCIL ■■ �r������������������M000saa000NM00000000NN000EEE000000M0Ea0a00EE000E00a00000ME0Esr0001 SUBJECT. Purchase and Sale Agreement Study Session Date July 24, 2013 for property at 1116 Charleston Beach Road COUNCIL MEETING Date August 7, 2013 Department PW &U Presenter Chal Martin Phone 473 -5758 SUMMARY The City of Bremerton has received an offer to purchase the former City field office located at the corner of SR 304 and Charleston Beach Road The potential purchaser is Brian Lee Rose and Annette Mark Atkinson The company has proposed using the building for a coffee shop/ retail site The proximity to and exposure of the property to the highway have placed this site above several others viewed by the company owners ATTACHMENTS: Purchase and Sale Agreement, Map Exhibit FISCAL IMPACTS (Include Budgeted Amount) The City will be receiving $140,000 for the property As the property was purchased for the SR 304 Transportation Improvement Project which utilized Washington State funding, Monies from the sale will go to the Street Fund to be used for arterial street improvements Monies received are required to be used for arterial street improvements within the City STUDY SESSION AGENDA 0 No Discussion ❑ Full Presentation STUDY SESSION ACTION. 0 Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION. Approve the sale and authorize the Mayor to finalize and execute the Purchase and Sale Agreement with substantially the same terms and conditions as presented COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 11/02/12 O Conunemlel 8rak9m Aswwk*m ALL RIGHTS REBIED CBA Form PL1A Pumtmse S Sale Agreement Rev. 119011 Pegs 1 of 19 COMMERCIAL A INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT This has beenpnpmd for s Awadon toymauwnsy for mvkwm doprml pdsr sb ft Ab wowdaw Is =do byuamwastoPotmffdWWor tax oxweWmim Reference Date: June 20th. 2018 Bdan Lee Rose and Annette hilirk ANdnson (°Buyer') agrees to buy and City of Bmmedon (°Seiler°) agrees to sell, on the following terms, the commercial real estate and all improvements thereon (collectively, the "Property') commonly known as 1118 Chanteston Beach Road In the City of unLMr0omted !110100 County, Washington, legally described on attached Exhibit A. The Reference Date above is Intended to be used to reference this Agreement, and is not the data of °Mutual Acceptance." Mutual Acceptance is defined in Section 23 below. 1. PURCHASE PRICE. The total purchase price is One Hundred Forty Thousand Dollars ($ 140.000.00 _ ) payable as follows (check only one): ❑ All cash at closing with no financing contingency. ❑ All cash at closing contingent on new financing in accordance with the Financing Addendum (attach CBA Form PS_FIN). ❑ $ OR % of the purchase price in cash at closing with the balance of the purchase price paid as follows (check one or both, as applicable): ❑ Buyer's assumption of the outstanding principal balance as of the Closing Date of a first Ilen note and deed of trust (or mortgage), or real estate contract, in accordance with the Financing Addendum (attach CBA Form PS—FIN); ❑ Buyer's delivery at closing of a promissory note for the balance of the purchase price, secured by a deed of trust encumbering the Property, in accordance with the Financing Addendum (attach CBA Form PS —FIN). X Other. All cash at doWrw sui*d to Buyer mHnance oar Hem d2 of Addendum A attached 2. EARNEST MONEY. The earnest money In the amount of $ & 0=00 shall be in the form of ❑ Cash X Personal check ❑ Promissory note (attached CBA Form EMN) LJ Other. The earnest money shall be held by ❑ Selling Firm XClosing Agent. Selling Broker may, however, transfer the lamest money to Closing Agent. Buyer shall deliver the samest money no later than: ❑ days after Mutual Acceptance. ❑ On the last day of the Feasibility Period defined in Section 5 below. Other: 3 bus/ness days Waging buyer aooroval of Amobi y oar Hem 48 hereafter If the earnest money is to be held by Selling Firm and is over $10,000, it shall be deposited to: ❑ Selling Firm's pooled trust account (with interest paid to the State Treasurer) ❑ A separate Interest bearing trust account in Selling Firm's name. The interest, N any, shall be credited at closing to Buyer. If this sale fails to dose, whoever is entitled to the earnest money is entitled to interest. Selling Firm shall deposit any check to be held by Selling Firm within 3 days after receipt or Mutual Acceptance, whichever occurs later. Buyer agrees to pay financing and purchase costs incurred by Buyer. Unless otherwise provided in this Agreement, the lamest money shall be applicable to the purchase price. 3. EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this Agreement: X Exhibit A - Legal Description ❑ Earnest Money Promissory Note, CBA Form EMN if 6t "I� ►( lnlmAls: BUYER Dare owl, sELLER BUYER DATE 67 2 ) SELLER Fenn gsnera br Troftmar vmmTWeF0mwk om 900+4994M o Commerdal erasers Aeaot�lon ALL RIGHTS RESERVED CBA Form PILtA Purchase & sale Agreement Rev. 112011 Page 2 of i3 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) ❑ Promissory Note, LPB Form No. 28A/ ❑ Short Form Deed of Trust, LPB Form No. 20 ❑ Deed of Trust Rider, CBA Form I TR ❑ Utility Charges Addendum, CBA Form UA ❑ FIRPTA Certification, CBA Form 22E ❑ Assignment and Assumption, CBA Form PS-AS ❑ Addendum/Amendment, CBA Form PSA ❑ Back-Up Addendum, CBA Form BUA ❑ Vacant Land Addendum, CBA Form VLA ❑ Flnancng Addendum, CBA Form PS _FIN ❑ Tenant Estoppel Certificate, CBA Form PS TEC ❑ Defeasance Addendum, CBA Form PS-13 X Other Addendum A 4 SELLER'S UNDERLYING FINANCING. Unless Buyer is assuming Seller's underlying financing, Seller shall be responsible for confirming the existing underlying financing is not subject to any "lock out" or similar covenant which would prevent the lender's Ilan from being released at closing In addition, Seller shall provide Buyer notloe prior to the and of the Feasibility Period if Seller is required to substitute securities for the Property as collateral for the underlying financing (known as 'defeasance). If Seller provides this notice of defeasance to Buyer, then the parties shall close the traneaction in accordance with the process described In CBA Form PS_D or any different process identified in Seller's defeasance notice to Buyer. S. FEASIBILITY CONTINGENCY. Buyer's obligations under this Agreement are conditioned upon Buyer's satisfaction in Buyer's sole discretion, conceming all aspects of the Property, Including its physical condition; the presence of or absence of any hazardous substances; the contracts and leases affecting the property; the potential financial performance of the Property; the avalaabl ty of government permits and approvals; and the feasibility of the Property for Buyer's intended purpose. This Agreement shall terminate and Buyer shall receive a refund of the eameat money unless Buyer gives written notice to Seller within 46 days (30 days if not filled in) (the ° Feasibility Period') of Mutual Acceptance stating that this condition is satisfied. if such notice is timely given, the feasibility contingency stated in this Section 5 shall be deemed to be satisfled. a. Books, Rown:19, Leases, Agreements. Seller shall make available for inspection by Buyer and its agents within 6 business days (2 days if not filled in) after Mutual Acceptance all documents in Sellers possession or control relating to the ownership, operation, renovation or development of the Property, excluding appraisals or other statements of value, and Including: statements for real estate taxes, assessments, and utilities for the last three years and year to date; property management agreements and any other agreements with professionals or consultants; leases or other agreements relating to occupancy of all or a portion of the Property and a suite -by -suite schedule of tenants, rents, prepaid rents, deposits and fees; plans, specifications, permits, appl cations, drawings, surveys, and studies; maintenance records, accounting records and audit reports for the last three years and year to date; and 'Vendor Contracte which shall include maintenance or service contracts, and installments purchase contracts or leases of personal property or fixtures used In connection with the Property. Buyer shall determine within the Feasibility Period: (1) whether Seller will agree to terminate any objectionable Vendor Contracts; and 01) whether Seller will agree to pay any damages or penalties resulting from the termination of objectionable Vendor Contracts. Buyer's waiver of the Feasibilityy Contingency shall be deemed Buyers acceptance of all Vendor Contracte which Seller has not agreed in writing to terminate. er shall be solely responsible for obtaining any regWred consents to such assumption INITIALS: BUYER DATE a SELLER DATE BUYER DATE a SELLE DATE ram gee 'min W TeaeFa me WmTraeFonmamon 809 49948812 ® Cammmdel fthm Aeaodeft 1.a11r1 2011 ALL RIGHTS RESERVED CBA Farm P8_1A Patdvn 8 Sale Agreement Rev. 1=11 Pape 4 of 19 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust Dens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the Ilan securing any financing which Buyer has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the "Permitted Exceptions " Seiler shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out -of- pocket expenses or liability other than payment of monetary encumbrances not assumed by Buyer and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions. 7. CLOSING OF SALE. This sate shall be dosed on Thu s_&K Seatember 811h. "IS ( °Closing ") by Land Tift Company of Kltaan County (°Closing Agent°) (Seller shall select the Closing Agent, If not completed). Buyer and Seller shall deposit with Closing Agent by 12:00 p.m. on the scheduled Closing date all instruments and monies required to complete the purchase in accordance with this Agreement. "Closing° shall be deemed to have occurred when the deed is recorded and the sale proceeds are available to Seller. Time is of the essence in the performance of this Agreement. Sale proceeds shall be considered available to Seller, even though they cannot be disbursed to Seller until the next business day after Closing. Notwithstanding the foregoing, if Seller informed Buyer during the Feasibility Period that Seller's underlying financing requires that it be defeased and may not be paid off, then Closing shall be conducted in accordance with the three -day closing process described in CBA Form PS _D. This Agreement Is Intended to constitute escrow instructions to Closing Agent. Buyer and Seger will provide any supplemental Instructions requested by Closing Agent provided the same are consistent with this Agreement. 8. CLOSING COSTS AND PRORATIONS. Seller shall deliver an updated rent roll to Closing Agent not later than two (2) days before the scheduled Closing date in the form required by Section 5(a) and any other Information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for Closing. Seller certifies that the Information contained in the rent roll is correct as of the date submitted. Seller shall pay the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by Buyer, and the cost of any survey required in connection with the same. Seller and Buyer shall each pay one -hay of the escrow fees. Any real estate excise taxes shall be paid by the party who bears primary responsibility for payment under the applicable statute or code. Real and personal property taxes and assessments payable in the year of closing; collected ruts on any existing tenancies; interest; utilities; and other operating expenses shall be pro-rated as of Closing. If tenants pay any of the foregoing expenses directly, then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing for which Buyer receives the benefit after Closing. Buyer shall pay all costs of financing including the premium for the lender's title policy. if the Property was taxed under a deferred classification prior to Closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property from the deferred classification. At Closing, all refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for deposit in a trust account N required by state or local law. Buyer shall pay any sales or use tax applicable to the transfer of personal property included in the sale. a. Unpaid Utility Charges. Buyer and Seller X WAIVE G DO NOT WAIVE (do not waive If neither box checked) the right to have the Closing Agent disburse closing funds necessary to satisfy unpaid utility charges affecting the Property pursuant to RCW 60.80. If °do not waive" is checked, then attach CBA Form UA ( °Utility Charges° Add e dum) to this Agreement INIilAL8• DATE SELLER 'DATE BUYER DATE 41 SELLER DATE Form pparNa bXTrueFonne www.TraeFanm&=m SOM9118812 O Catvnerdal Brokers AeeoaleHon ALL MGM REGERVED CBA Farm R L1A Pu dam & Gale Agmoment Rev. 1/5011 Page 9 of 19 COMMERCIAL A iNVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) and the payment of any assumption fees. Seller shall cooperate with Buyer's efforts to receive any such consents but shall not be required to incur any out -of- pocket expenses or liability in doing so. Seller shall transfer the Vendor Contracts as provided In Section 17. Is. Access. Seller shall permit Buyer and its agents, at Buyers sole expense and risk to enter the Property at reasonable times subject to the rights of and after legal notice to tenants, to conduct Inspections concerning the Property and improvements, including without limitation, the structural condition of improvements, hazardous materials, pest infestation, soils conditions, sensitive areas, wetlands, or other matters affecting the feasibility of the Property for Buyers intended use. Buyer shall schedule any entry onto the Property with Seller In advance and shall comply with Sellers reasonable requirements including those relating to security, confidentiality, and disruption of Sellers tenants. Buyer shall not perform any invasive testing Including environmental inspections beyond a phase I assessment or contact the tenants or properly management personnel without obtaining the Sellers prior written consent, which shall not be unreasonably withheld. Buyer shall restore the Property and improvements to the same condition they were in prior to Inspection. Buyer shall be solely responsible for all costs of Its inspections and feasibility analysis and has no authority to bind the Property for purposes of statutory liens. Buyer agrees to Indemnify and defend Seller from all Dena, costs, claims, and expenses, including aftomeys' and experts' fees, arising from or relating to entry onto or inspection of the Property by Buyer and Its agents. This agreement to indemnify and defend Seller shall survive closing. Buyer may continue to enter the Property in accordance with the foregoing terms and conditions after removal or satisfaction of the feasibility contingency only for the purpose of leasing or to satisfy conditions of financing. c. Buyer waives the right to receive a seller disclosure statement ("Fort 17- Commercial ") If required by RCW 84.08. However, If Seller would otherwise be required to provide Buyer with a Form 17- Commercial, and If the answer to any of the questions in the section of the Fort 17- Commercial entitled "Environmental" would be "yes," then Buyer does not waive the receipt of the "Environmental" section of the Form 17- Commercial which shag be provided by Seller. S. TITLE INSURANCE. a. Title Report. Seiler authorizes Buyer, its Lender, Listing Broker, Selling Broker or Closing Agent, at Seller's expense, to apply for and deliver to Buyer a X standard ❑ extended (standard, If not completed) coverage owners policy of title insurance. If an extended coverage owners policy is specified, Buyer shall pay the increased costs associated with that policy Including the excess premium over that charged for a standard coverage policy, and the cost of any survey required by the title Insurer. The title report shall be issued by Laird Title CwnQanrofK wo County (a title company of Sellers choice, If not completed). If Seller previously received a preliminary commitment from a title insurer that Buyer declines to use, Buyer shall pay any cancellation fee owing to the original title insurer. Otherwise, the party applying for title insurance shag pay any title cancellation fee, in the event such a fee is assessed. b. Perndtled Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the earnest money, lees any costs advanced or committed for Buyer, unless within five (5) days of Buyers notice of such objections (1) Seller agrees, M writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Buyers notice of objections must be delivered within five (5) days of delivery of the supplemental report and Sellers response or Buyers waiver must be delivered within two (2) days o! r notice of objections. The closing date shall be exteVed to the extent necessary to INITIALS: BUYER ��''r� DATE SELLER �� BUYER DATE f 1 3 SELLER DATE ftm o wwwTmeF=m&w n somam12 O Co nmetdsl Bmbm Anocidim 2011 ALL RIGHTS RE819gM CBA Fenn Ps_t A Pew a sole Apr8WmN Rev. 1/2011 Pop 5 of 19 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 9. POST - CLOSING ADJUSTMENTS, COLLECTIONS, AND PAYMENTS. After Closing, Buyer and Seller shall recondle the actual amount of revenues or liabilities upon receipt or payment thereof to the extent those items were prorated or credited at Closing based upon estimates. Any bills or invoices received by Buyer after Closing which relate to services rendered or goods delivered to the Seller or the Property prior to Closing shall be paid by Seller upon presentation of such bill or invoice. At Buyers option, Buyer may pay such bill or Invoice and be reimbursed the amount paid plus interest at the rate of 12% per annum beginning fifteen (15) days from the date of Buyer's written demand to Seiler for reimbursement until such reimbursement Is made. Notwithstanding the foregoing, if tenants pay certain expenses based on estimates subject to a post - closing reconciliation to the actual amount of those expenses, then Buyer shall be entitled to any surplus and shall be liable for any credit resulting from the reconciliation. Rents collected from each tenant after Closing shall be applied first to rentals due most recently from such tenant for the period after closing, and the balance shall be applied for the benefit of Seller for delinquent rentals owed for a period prior to dosing. The amounts applied for the benefit of Seiler shall be turned over by Buyer to Seller promptly after receipt. Seller shall be entitled to pursue any lawful methods of collection of delinquent rents but shall have no right to evict tenants after Closing. 10. OPERATIONS PRIOR TO CLOSING. Prior to Closing, Seller shall continue to operate the Property In the ordinary course of Its business and maintain the Property in the same or better condition than as existing on the date of Mutual Acceptance but shall not be required to repair material damage from casualty except as otherwise provided in this Agreement. After the Feasibility Period, Seller shall not enter Into or modify existing rental agreements or leases (except that Seller may enter into, modify, extend, renew or terminate residential rental agreements or residential leases in the ordinary course of Its business), service contracts, or other agreements affecting the Property which have terms extending beyond Closing without first obtaining Buyer's consent, which shall not be unreasonably withheld. 11. POSSESSION. Buyer shall be entitled to possession 11 on dosing ❑ (on closing, if not completed). Buyer shall accept possession subject to all tenancies disclosed to Buyer during th Feasibility Period. 12. SELLER'S REPRESENTATIONS. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 6 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that to the best of Sellers actual knowledge, each of the following is true as of the date hereof. (a) Seller Is authorized to enter Into the Agreement, to sell the Property, and to perform Its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Sellers possession or control regarding the operation and condition of the Property; (c) Seller has not received any written nodoes that the Property or the business conducted therson violate any applicable laws, regulations, codes and ordinances, (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after Closing; (f) There Is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at Closing) all local, state and federal taxes (other than real and personal property taxes and assessments described In Section 8 above) attributable to the period prior to closing which, 9 not paid, could constitute a pen on Property (including any personal property), or for which Buyer may be held liable after Closing; (h) Seller Is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground ks located on e P arty; and there is nrlg or � threatened investigation or INITIALS BUYER DATE SELLER `7E BUYER DATE 2� I SELLER DATE Fogs onerelad for. Tr=Fon W w&.%TnbFwm&wm em4994 M O CommemW Bwkem AswcbMan 2011 ALL RIGHTS RESERVED CBA Form P8-1A Pumas a sera ft�nwd RW.1/011 Pass a of 19 COMMERCIAL A INVESTMENT REAL ESTATE PURCHASE A SALE AGREEMENT (CONTINUED) remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ( "Environmental Law"). The term "Hazardous Substances" specifically Includes, but is not limited to, petroleum, petroleum by- products, and asbestos. If prior to Closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the same were deemed made as of the date of such discovery, then the party discovering the same shall promptly notify the other party in writing. If the newly- discovered information will result in costs or liability to Buyer in excess of the lesser of $100,000 or five percent (15%) of the purchase price stated In this Agreement, or will materially adversely affect Buyers intended use of the Property, then Buyer shall have the right to terminate the Agreement and receive a refund of Its earnest money. Buyer shall give notice of termination within five (5) days of discovering or receiving written notice of the new Information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly- discovered information such that a representation provided for above was false. 19. AS-IS. Except for those representatlons and warranties specifically included in this Agreement: (1) Seller makes no representations or warranties regarding the Property; (11) Seller hereby disclaims, and Buyer hereby waives, any and all representations or warranties of any Wnd, express or implied, concerning the Property or any portion thereof, as to its condition, value, compliance with laws, status of permits or approvals, existence or absence of hazardous material on site, occupancy rate or any other matter of similar or dissimilar nature relating in any way to the Property, including the warranties of fitness for a particular purpose, tenantabillty, habitability and use; (ill) Buyer otherwise takes the Property 'AS 1S; and (iv) Buyer represents and warrants to Seller that Buyer has sufficient experience and expertise such that it is reasonable for Buyer to rely on its own pre- dosing inspections and investigations. 14 PERSONAL PROPERTY. a. This sale includes all right, title and Interest of Seller to the following tangible personal property: X None 0 That portion of the personal property located on and used In connection with the Property, which Seller will Itemize in an Exhibit to be attached to this Agreement within ten (10) days of Mutual Acceptance (None, if not completed). The value assigned to the personal property shall be $ (If not completed, the County- assessed value if available, and if not available, the fair market value determined by an appraiser selected by the Listing Broker and Selling Broker). Seller warrants title to, but not the condition of, the personal property and shall convey it by bill of sale. b. In addition to the leases and Vendor Contracts assumed by Buyer pursuant to Section 5(a) above, this sale Includes all right, title and interest of Seller to the following intangible property now or hereafter existing with respect to the Property including without limitation: all rights -of -way, rights of ingress or egress or other Interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, In front of, abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, plans, specifications and other architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, engineers, architects, consultants or other parties associated with the Property; all utility, security and other deposits and reserve accounts made as security for the fulfillment of any of Sellers obligations; any name of or telephone numbers for the Property and related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received. � v� INITIALS: BUYER DATE SELLER DATE BUYER DATE 0 21 1 13 SELLER DATE fern ��ra�ad ti:F TraeForm�' www.TYuWcmm awn 80046M12 O Comrmrdd Bmimre AsoodBdon 2D11 ALL RMTS RESERVED CBA Form Pa_1A Pumhm A Sde AgmwmM Rev. 1=11 Page 7 d 18 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 16. CONDEMNATION AND CASUALTY. Seller bears all risk of lose until Closing, and thereafter Buyer shall bear the risk of loss. Buyer may terminate this Agreement and obtain a refund of the earnest money if improvements on the Property are destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a portion of the Property before Closing. Damage will be considered material if the cost of repair exceeds the lesser of $100,000 or five percent (5%) of the purchase price stated in this Agreement. Alternatively, Buyer may elect to proceed with closing, in which case, at Closing, Seller shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for In the policy. 18. FIRPTA - TAX WITHHOLDING AT CLOSING. Closing Agent is instructed to prepare a certification (CBA or NWMLS Form 22E, or equivalent) that Seller is not a'foreign person' within the meaning of the Foreign Investment in Real Property Tax Act, and Seller shall sign it on or before Closing. if Seiler is a foreign person, and this transaction is not otherwise exempt from FIRPTA, Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue Service, 17. CONVEYANCE. Title shall be conveyed by a Statutory Warranty Deed subject only to the Permitted Exceptions. If this Agreement is for conveyance of Seller's vendee's interest in a Real Estate Contract, the Statutory Warranty Deed shall Include a contract vendee's assignment sufficient to convey after acquired title. At Closing, Seller and Buyer shall execute and deliver to Closing Agent CBA Form No. PS -AS Assignment and Assumption Agreement transferring all leases and Vendor Contracts assumed by Buyer pursuant to Section 5(a) and all Intangible property transferred pursuant to Section 14(b). It NOTICES AND COMPUTATION OF TIME. Unless otherwise specified, any notice required or permitted in, or related to, this Agreement (Including revocations of offers and counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and must be delivered to Seller and Listing Broker with a courtesy copy to any other party identified as a recipient of notices in Section 28. A notice to Seller shall be deemed delivered only when received by Seller, Listing Broker, or the licensed office of Listing Broker. Notices to Buyer must be signed by at least one Seller and must be delivered to Buyer, with a copy to Soling Broker and with a courtesy copy to any other party identified as a recipient of notices in Section 26. A notice to Buyer shall be deemed delivered only when received by Buyer, Selling Broker, or the licensed office of Selling Broker. Selling Broker and Listing Broker have no responsibility to advise of receipt of a notice beyond either phoning the represented party or causing a copy of the notice to be delivered to the party's address provided in this Agreement. Buyer and Seller shall keep Selling Broker and Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. If any party Is not represented by a licensee, then notices must be delivered to and shall be effective when received by that party at the address, fax number, or email indicated in Section 28. Unless otherwise specified in this Agreement, any period of time in this Agreement shall mean Pacific Tlme and shall begin the day after the event starting the period and shall expire at 5 :00 p.m. of the last calendar day of the specified period of time, unless the last day is a Saturday, Sunday or legal holiday as defined in RCW 1.18.050, in which case the specified period of time shall expire on the next day that Is not a Saturday, Sunday or legal holiday. Any specified period of five (5) days or lose shall not include Saturdays, Sundays or legal holidays. Notwithstanding the foregoing, references to specific dates or times or number of hours shall mean those dates, times or number of hours; provided, however, that If the Closing Date falls on a Saturday, Sunday, or legal holiday as defined in RCW 1.16.050, or a date when the county recording office is closed, then the Closing Date shall be the next regular business day. A J, �.. INMALS: BUYER DATE SELLER DATE BUYER DATE Z I S EAR DATE Fans psiwaled bIr Tru*Forme www.TnmF@ms=m 800488-0812 ® Cammemial Broken Anodelon 2011 ALL Enema R COA Form Pa_1A P=heae & Sale Agmenarrt AW.1 011 Page 8 ar 15 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 19. AGENCY DISCLOSURE. At the signing of this Agreement, Selling Broker Represented and the Listing Broker Victor a UL.Bh of Bradley Scott. hm represented Seller Selling Firm, Selling Firm's Designated Broker, Selling Brokers Branch Manager (if any) and Selling Broker's Managing Broker (If any) represent the same party that Selling Broker represents. Listing Firm, Usting Firm's Designated Broker, Listing Brokers Branch Manager (if any), and Usting Broker's Managing Broker (if any) represent the same party that the Listing Broker represents. If Selling Broker and Listing Broker are different persons affiliated with the same Firm, then both Buyer and Seller confirm their consent to the Brokers' Designated Broker, Branch Manager (if any), and Managing Broker (if any) representing both parties as a dual agent. If Selling Broker and Usting Broker are the same person representing both parties, then both Buyer and Seller confirm their consent to that person and his/her Designated Broker, Branch Manager (If any), and Managing Broker (if any) representing both parties as dual agents. All parties acknowledge receipt of the pamphlet entitled `The Law of Real Estate Agency.° 20. ASSIGNMENT. Buyer X may ❑ may not (may not, If not completed) assign this Agreement, or Buyer's rights hereunder, without Seller's prior written consent, unless provided otherwise herein. If the `may not" option is selected and the words "and/or assigns° or similar words are used to identify the Buyer, then this Agreement may be assigned with notice to Seller but without Seller's consent only to an entity which Is controlled by or under common control with the Buyer identified in this Agreement. Any other assignment requires Seller's consent. The party identified as the initial Buyer shall remain responsible for those obligations of Buyer stated in this Agreement notwithstanding any assignment and, if this Agreement provides for Seller to finance a portion of the purchase price, then the party identified as the initial Buyer shall guarantee payment of the Seller financing. 21. DEFAULT AND ATTORNEY'S FEE. (a) Buyer's default in the event Buyer falls, without legal excuse, to complete the purchase of the Property, then (check one): X Seller may terminate this Agreement and keep the samest money as liquidated damages as the sole and exclusive remedy available to Seller for such failure; or ❑ Seller may, at he option, (a) terminate this Agreement and keep as liquidated damages the eamest money as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue any other rights or remedies available at law or equity. (b) Seller's default. In the event Seller falls, without legal excuse, to complete the sale of the Property, then check one): X As Buyers sole remedy, Buyer may either (a) terminate this Agreement and recover all eamest money or fees paid by Buyer whether or not the same are identified as refundable or applicable to the purchase price; or (b) bring suit to specifically enforce this Agreement and recover incidental damages, provided, however, Buyer must file suit within sixty (60) days from the scheduled date of closing or from the date Seller has Informed Buyer in writing that Seller will not proceed with closing, whichever Is earner, or ❑ Buyer may, at Its option, (a) bring suit against Seiler for Buyer's actual damages, (b) bring suit to specifically enforce this Agreement and recover any incidental damages, or (c) pursue any other rights or remedies avall t law or equity. INMALS: BUYER DATE SELLER DATE BUYER DATE SELLER DATE Form gateretad h r Tr=Fame wwwJnreFamn oom 60040SM12 e CamimmW Bien Association ALL FWHTS RESERVED CBA Form P8L1A Pumhsae & Bode AgmwaM Rev. 11011 Page 9 of 19 COMMERCIAL A INVESTMENT REAL ESTATE PURCHASE A SALE AGREEMENT (CONTINUED) Neither Buyer nor Seller may recover consequential damages such as lost profits. If Buyer or Seller institutes suit against the other concerning this Agreement, the prevailing party is entitled to reasonable attorneys' fees and expenses. In the event of trial, the amount of the attorney's fee shall be fixed by the court. The venue of any suit shall be the county in which the Property is located, and this Agreement shall be governed by the laws of the state where the Property Is located. 22. MISCELLANEOUS PROVISIONS. a. Complete Agreement. This Agreement and any addenda and exhibits thereto state the entire understanding of Buyer and Seller regarding the sale of the Property. There are no verbal or other written agreements which modify or affect the Agreement. b. Counterpart Signatures. This Agreement may be signed In counterpart, each signed counterpart shall be deemed an original, and all counterparts together shall constitute one and the same agreement. c. Electronic Delivery. Electronic delivery of documents (e.g., transmission by facsimile or email) Including signed offers or counteroffers and notices shall be legally sufficient to bind the party the same as delivery of an original. At the request of either party, or the Closing Agent, the parties will replace electronically delivered offers or counteroffers with original documents. d. Section 1051 Like -Kind Exchange. if either Buyer or Seller intends for this transaction to be a part of a Section 1031 like -kind exchange, then the other party agrees to cooperate in the completion of the Ike -kind exchange so long as the cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys fees and costs) Incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating party at or priorto Closing. Notwithstanding Section 20 above, any party completing a Section 1031 like -kind exchange may assign this Agreement to Its qualified Intermediary or any entity set up for the purposes of completing a reverse exchange. 25. ACCEPTANCE; COUNTEROFFERS. Seller has until midnight of June 27th. 2013 (if not filled in, the third business day) following the day Buyer delivers the offer to accept this offer, unless so' oner withdrawn. ff this offer Is not timely accepted, it shall lapse and the earnest money shall be refunded to Buyer. If either party makes a future counteroffer, the other party shall have until 6:00p.m. on the Hfth business day (if not filled In, the second business day) following receipt to accept the counteroffer, unless sooner withdrawn. If the counteroffer is not timely accepted or countered, this Agreement shall lapse and the earnest money shall be refunded to the Buyer. No acceptance, offer or counteroffer from the Buyer is effective until a signed copy is received by the Seller, the Usting Broker or the licensed office of the Usting Broker. No acceptance, offer or counteroffer from the Seller is effective until a signed copy is received by the Buyer, the Selling Broker or the licensed office of the Selling Broker. °Mutual Acceptance" shall occur when the last counteroffer is signed by the offeree, and the fully - signed counteroffer has been received by the offeror, his or her broker, or the licensed office of the broker. If any party is not represented by a broker, then notices must be delivered to and shall be effective when received by that party. 24. INFORMATION TRANSFER. in the event this Agreement is terminated, Buyer agrees to deliver to Seller within ten (10) days of Seller`s written request copies of all materials received from Seiler and any non - privlleged plans, studies, reports, Inspections, appraisals, surveys, drawings, permits, applications or other development work product relating to the Property in Buyer's possession or control as of the date this Agreement Is terminated. iNITiAI.s: BUYER DATE SELLER DATE BUYER DATE SELLER DATE r If Form mod br TrasFamie wwaynwFam mm WW 419.6912 O Comnierdal Bmhem Madden ALL RIGHTS RESERVED CBA Form PIL1 A Pzdmwe A Beta Agraemed Rev 1k011 Page 10 of 19 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) 26. CONFIDENTIALITY. Until and unless closing has been consummated, Buyer and Seller shall follow reasonable measures to prevent unnecessary disclosure of information obtained In connection with the negotiation and performance of this Agreement. Neither party shall use or knowingly permit the use of any such information in any manner detrimental to the other party. 26. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT. Seller agrees to sell the Property on the terms and conditions herein, and further agrees to pay a commission in a total amount computed in accordance with the listing or commission agreement. If there is no written listing or commission agreement, Seller agrees to pay a commission of 96 of the sales price or $ . The commission shall be apportioned between Listing Firm and Selling Firm as specified in the listing or any co- brokerage agreement. If there is no listing or written co- brokerage agreement, then Listing Firm shall pay to Selling Firm a commission of % of the sales price or $ . Seller assigns to Listing Firm and Selling Firm a portion of the sales proceeds equal to the commission. If the samest money is retained as liquidated damages, any costs advanced or committed by Listing Firm or Selling Firm for Buyer or Seller shall be reimbursed or paid therefrom, and the balance shall be paid one -half to Seller and one -half to Listing Finn and Selling Firm according to the Rating agreement and any co-brokerage agreement. In any action by Usting Firm or Selling Firm to enforce this Section, the prevailing party is entitled to reasonable attomeya' fees and expenses. Neither Usting Firm nor Selling Firm are receiving compensation from more than one party to this transaction unless disclosed on an attached addendum, in which case Buyer and Seiler consent to such compensation. The Property described in attached Exhibit A is commercial real estate. Notwithstanding Section 25 above, the pages containing this Section, the parties' signatures and an attachment describing the Property may be recorded. 27. LISTING BROKER AND SELLING BROKER DISCLOSURE. EXCEPT AS OTHERWISE DISCLOSED IN WRITING TO BUYER OR SELLER, THE SELLING BROKER, LISTING BROKER, AND FIRMS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, BOOKS, RECORDS, REPORTS, STUDIES, OR OPERATING STATEMENTS; THE CONDITION OF THE PROPERTY OR ITS IMPROVEMENTS; THE FITNESS OF THE PROPERTY FOR BUYER'S INTENDED USE; OR OTHER MATTERS RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S ZONING, BOUNDARIES, AREA, COMPLIANCE WITH APPLICABLE LAWS (INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS), OR HAZARDOUS OR TOXIC MATERIALS INCLUDING MOLD OR OTHER ALLERGENS. SELLER AND BUYER ARE EACH ADVISED TO ENGAGE QUALIFIED EXPERTS TO ASSIST WITH THESE DUE DILIGENCE AND FEASIBILITY MATTERS, AND ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE RELATED TO THIS AGREEMENT. INMALS BUYER je ,, j DATE SELLER DATE BUYER > DATE SELLER DATE Form ponwamd btr TraFor me wamTnwFame oem 800 4894812 O Ca rnwdel Brokers Aaeooladon M11 L;1 ALL RISK 3 RESERVED CBA Fans PS_1 A Puy MU & Sale Agreement Ran 1MII Page 11 of 19 COMMERCIAL dr INVESTMENT REAL ESTATE PURCHASE A SALE AGREEMENT (CONTINUED) 28. IDENTIFICATION OF THE PARTIES. The following Is the contact information for the parties involved in this Agreement: Buyer Seiler Contact: Bibn Les Rows and Annette Aferlr Contact Mbnlm Hawkins Atidneon Address: PO Box 5402 Address: 100 Ouster BavAwsnue Bremerton, WA 88912 Bremerton. WA M12 Business Phone: Business Phone: 360 4734M Mobile Phone. Annetta 1360) 44044 Mobile Phone: Fax Fax: Email: Annette - aaoedf@mPy lc ®hobmd7.a n Email: BcLbrwnwice.em.us Selilna Flan f+Iedna Firm Bmd/ef► Scott: Ina Assumed Name (If applicable): Assumed Name (if applicable): Selling Broker. Listing Broker Victor a Utah Address: Address: 400 Warren Avenue X40 Bremerton. WA 98997 Business Phone: Business Phone: (980) 4704MM Mobile Phone: Mobile Phone: Email: Email: AbObradleysm0noown Fax: Fax: MLS Office No.: MLS Office No.: Li :eased Offices of Selllna Broker Licensed Office of Lledna Broker Address: Address: Business Phone: Business Phone: Mobile Phone: Mobile Phone: Fax: Fax: CBA Office No.: CBA Office No.: Courtesy Cony of Notices to Bum to: Courtesy Cony of Notices to Seiler to: Name: Name. Address: Address: Business Phone: Business Phone: Fax Fax Mobile Phone: Mobile Phone: Email: Email: iNmALS. BU DATE SELLER BUYER DATE 8ELLER DATE Fans ganere0rd Sr TnuFame wwaftwFama aom 800499 -W2 O Co m emial Brohn Asooc ALL RIGHTS RESERVED CBA Form P8—tA Pmdraee A sale Awownent Rev. 1/a11 Page12d19 COMMERCIAL A INVESTMENT REAL ESTATE PURCHASE it SALE AGREEMENT (CONTINUED) IN WITNESS WHEREOF, the parties have signed this Agreement intending to be bound. Bden Lee Rose Annette A/ary AUdnson Buyer printed name and a of entity Buyer pri name and ity Buyer Buyer // Signature and title Signature and title Date signed o Z 3 Date signed ..� Seller printed name and type of entity Seller printed name and type of entity Seller Seller Signature and title Signature and title Date signed Date signed INITIALS: BUYER DATE SELLER DATE BUYER DATE SELLER DATE Fwm pe wd9d hr Tru9Femra` wwwTnwFame oom 80049M12 Exhibit A LEGAL DESCRIPTION Address: 1116 Charleston Beach Road Tax parcel: 222401 -4- 126 -2002 All that portion of the hereinafter described Parcel "A" and Parcel `B" lying westerly of a line described as follows: Beginning at a point opposite Highway Engineer's Station (hereinafter referred to as HES) 50+76.02 on the SR 304 line survey of SR 304, SR 3 Interchange to Montgomery Avenue and 66.19 feet northwesterly therefrom; thence northeasterly to a point opposite HES CB 10+61.88 on the CB line survey of said highway and 46.59 feet southwesterly therefrom; thence northerly and northwesterly along a curve to the left with a radius of 44.96 feet to a point opposite TIES CB 11+02.91 P.C. on said CB line survey and 20 feet southwesterly therefrom; thence northwesterly and southwesterly parallel with said CB line survey to a point opposite HES CB 14+00 and the end of this line description. Parcel "A ": That portion of the following described tract in Government Lot 2, Section 22, Township 24 North, Range 1 East, W.M. in Kitsap County, Washington, lying Northwesterly of Primary State Highway No. 21, as conveyed to the State of Washington by deed recorded under Auditor's File No. 307791 and lying Southerly of the Old Navy Yard Highway; Beginning at a point on the Southerly margin of said Old Navy Highway 1.02 feet East of the intersection thereof with the North-South centerline of said section; thence Northeasterly along said Southerly margin 1,038.09 feet to the True Point of Beginning; thence South 52 00' East 652.64 feet to the inner harbor line; thence North 56° 49' 48" East along said inner harbor line 73.96 feet to a point 207 feet Southwesterly, as measured along said inner harbor line, from the intersection thereof with the Southeasterly production of the Southwesterly margin of McCollum Avenue, as delineated on the face of the Plat of Anderson's Bay View Addition to Port Orchard, according to plat recorded in Volume 2 of Plats, Page 43; thence North 48° 33' 15" West, parallel with said produced line, 713.04 feet to the centerline of County Road No. 154 (now vacated); thence Southwesterly along said centerline 119.43 feet, more or less to a point which bears North 52° 00' West from the True Point of Beginning; thence South 52 00' East 9250 feet to the True Point of Beginning; together with the Southerly 15 feet in width of the Old Navy Yard Highway, as vacated by order entered in Volume 6 of Commissioner's Journal, page 457. Together with portion of vacated Charleston Beach Road as described under Auditor's file number 201010060299, which attaches by operation of law.,, --�~ Initials Date 1 01 1 r Parcel "B ": That portion of the following described tract lying between Old Navy Yard Highway and the new State Highway No. 21. Part of Government Lot 2, Section 22, Township 24 North, Range I East, W.M„ in Kitsap County, Washington, and of Block 21, Charleston Tidelands, described as follows: Commencing at a point on the inner harbor line where the Southwest margin of McCollum Avenue (extended) of Anderson's Bay View Addition, located in Lot 2, Section 22, Township 24 North, Range 1 East, W.M., in Kitsap County, Washington, intersects said inner harbor line; thence South 56° 09' West following said inner harbor line 207.00 feet; thence North 48° 41' West, parallel to the Southwest margin of McCollum Avenue (extended) to a point on the Southerly margin of County Road No. 154, thence in an Easterly direction meandering the Southerly margin of said County Road 240 feet to a point on the Southwest margin of McCollum Avenue, which point is 60 feet South 41 19' West of the Northwest corner of Block 5; thence South 48° 41' East following the Southwest margin of said McCollum Avenue to the intersection of the inner harbor line and the Point of Beginning. This triangle is more particularly described as follows: Beginning at Centerline of Summit Avenue and the Easterly margin of McCollum Avenue; thence South 48 41' East along Easterly margin of McCollum Avenue and produced for a distance of 229.03 feet; thence South 4V19' West 260 feet to the initial point of this description; thence North 48° 41' West 33.10 feet; thence North 69° 26' East 81.73 feet; thence South 45 40' West 72.44 feet to the initial point; TOGETHER with vacated portion of Charleston Beach Road as described under Auditor's file number 20100060299 which attached by operation of law. Initials Date 2 I It 3 ADDENDUM A 1116 Charleston Beach The attached Real Estate Purchase and Sale Agreement dated June 20th, 2013 between Brian Lee Rose and Annette Mary Atkinson, as Buyer, and The City of Bremerton, as Seller, of the property commonly known as 1116 Charleston Beach Road near Bremerton within unincorporated Kitsap County, and having Kitsap County tax account parcel number 222401 -4- 126 -2002, is revised and continued as follows: 1. CITY COUNCIL APPROVAL. The Bremerton Municipal Code: requires that the City Council for the City of Bremerton formally approve the sale of certain real estate owned by Seller, including the subject property. This purchase and Sale Agreement is therefore conditioned upon the formal approval of the City Council of the City of Bremerton. Seller agrees to present this Purchase and Sale Agreement to the City Council for approval no later than 30 days following Buyer's written waiver and removal of their feasibility and inspection contingency in item #5 of the Purchase Agreement. Buyer understands the City Council is not obligated to approve the Purchase and Sale Agreement and Seller makes no promise or warranty that the City Council will approve the Purchase and Sale Agreement. City Council approval shall mean this contingency has been met and removed as a condition of purchase from this Purchase and Sale Agreement. City Council rejection shall mean that this Purchase Agreement is null and void and herein receipted earnest money shall be returned to Buyer. 2. REFINANCE CONDTION. This Purchase Agreement is subject to Buyer Brian Lee Rose obtaining re- financing on his personal residence for an amount adequate to complete the purchase of the subject property nod cover much of the Buyer's cost of intended renovation for the subject property. It is understood the refinance process has already begun, and there is very little existing debt secured against the intended collateral. Buyer to pursue successful conclusion of said refinance to the best of Buyer's ability as soon as reasonably possible. The results of said refinance terms shall be satisfactory to Buyer at Buyer's sole discretion. Buyer to provide written approval or rejection of said refinance to Seller by not later than 60 days following mutual acceptance of this purchase agreement. In the event Buyer delivers written rejection to Seller in a timely manner, then this purchase agreement shall be terminate and Buyer's earnest money deposit shall be returned to Buyer less cost of any title cancellation fees. Buyer's written approval or no response shall mean this financing contingency is waived and removed as a condition of purchase to this Purchase Agreement. Buyer agrees to proceed diligently in pursuit of said refinancing, and to provide written feedback to Seller as soon as feedback is available from Buyer's chosen lender. I-01 I Initials & ( � (('3 Date & ZW 13 3. UNDERGROUND POWmL pkior to aping of dwk bu amass at &a sabj" Ps'oP�Y. Bayer SPM to install the electrical sWvice 06 V -md to meet Puget Sound Bnergy's private property installation for a eftvtce. Buyer agrees to uadergroun I AD electdcal lines, bath cnccenI and future, which an for to the at/an the subject property. 'This , m mmitm W shall survive closing for this 4. &=CATION OF USE. Buyer con&= they are not inmad mg to establish an adult- aad�ted enI NsWnment businem, which includa a bWmi badsta -qp opumfion, at fhe subjectpmp". mMATION. It is vndwstmd at some pow in the future the City of B amaton the subject pWuty into dw boundazy limits of the of Brenserton. by dodos below, gnomes to the City of B a pJ�►er o f Anonmy to include e01t as BOW% Consent to the of the PmPuty as Put of my of ba�w or Pemttian for to the CRY of BmMe" ut. The this Pbwoet may insclade prop sal of the City rode area to be aaa=d. The petition Kl raqWm ft comumm adoption, i dmmimmd in any urban hinge co 've Plan approved for the area to lRCW 35.13.177, or if nee has been adopt4 do land for amend property f x& in the Bnmosift Toning Code as amended. and SeDer agree this condition mrvive closing of — this bmsecdon. B does not agree to taloe 'bitity fear future Local Amp (LM-) oblWan created to specifically account wad c aheady for ChaduM Beach Road improveaseants aadlar the state y #304 fs gmemUy over flee pm 15 years. Set: *bd MW they wilt not aft*t to obligate Buyer for cog of prior on with of these streets or completed during that rinse. 6. COLONY EWRANCE BACK. This puthaee greement is subject to Buyer's "ty to obtain miti eWy aegacdia$ qr . ift related >d -- huntudon of to mbject property. Buyer to pmm said as part of Buyer's feasibility at* in item p5 of the pordam SaddRftry shall be of Buyer's axle ' 7. ]DATE OF CLOMM. The date of dodeg for this tmmdm shall occur as sou® as all condit of this punhase apmment have been BadWW ad Escrow Agoat has tecei -mod all MMM7 docmmts for the closing of this bansacdam. Both Boyer and Setter desire to close this ttamacdcn as scan as mammM posn'ble, rakais �p to DM h2 Y i i 3. UNDERGROUND POWER, prior to opening of their business at the subject property, Buyer agrees to install the electrical service underground to meet Puget Sound Energy's private property installation for a commercial service. Buyer agrees to underground all electrical lines, both current and future, which are exterior to the building atlon the subject property. This commitment shall survive closing for this transaction. 4. CLARIFICATION OF USE. Buyer confirms they are not intending to establish an adult-oriented entertainment business, which includes a bikini barista -type operation, at the subject property. ANNEXATION. It is understood at some point in the future the City of Bremerton antics annexing the subject property into the boundary limits of the ' of Bremerton. by signing below, grants to the City of Bremerton a Power of Attorney to include tement as Buyer's consent to the anne ' n of the subject property as part of any future ' e of Intent or Petition for 'on presented to the City of Bremerton. The annexatio tition suppo y this Power may include proportional assumption of the City rode a area to be annexed The petition shall require the concurrent adoption of d designated in any urban fringe comprehensive plan approved for the exation area t to RCW 35.13.177, or if none has been adopted, the land for annexed property t forth in the Bremerton Zoning Code as amended er and Seller agree this condition survive closing of this transaction. Bu does not agree to take responsibility for future Local Improvement Dis (L.I.D.) obligation created to specifically account ast work already co d for Charleston Beach Road improvements and/or the State way #304 ' vements generally performed over the past 15 years. Seller Bre n) agrees they will not attempt to obligate Buyer for cost of prior work c plated on either of these streets or related improvements completed during that time. 6. COLONY INSURANCE FEEDBACK. This purchase agreement is subject to Buyer's ability to obtain satisfactory feedback regarding responsibility and liability related to environmental contamination of the subject property. Buyer to pursue said feedback as part of Buyer's feasibility study referenced in item #5 of the purchase agreement. Satisfactory feedback shall be at Buyer's sole discretion. 7. DATE OF CLOSING. The date of closing for this transaction shall occur as soon as all conditions of this purchase agreement have been satisfied and Escrow Agent has received/prepared all necessary documents for the closing of this transaction. Both Buyer and Seller desire to close this transaction as soon as reasonably possible. Date 8. HOLD SA►RMLESS. Buyer is aware that the Property has a history of groundwater contamination as identified in a December 30, 2010 memorandum from Gunnar Fridriksson, a copy of which has been provided to Buyer. Paragraph 12 is hereby modified to be consistent with the December 30, 2010 memorandum. As partial consideration for the purchase of the Property, Buyer purchases the property and improvements "as is" and agrees to hold harmless the Seller from any and all damages, claims, losses, liabilities, judgments, demands, fees, obligations, assessments, and expenses and costs, which may be imposed upon or incurred by Buyer, or asserted against Buyer by any other party or parties (including, without limitation, a governmental entity), arising out of or in connection with any environmental condition existing as of and/or prior to the closing date whether known or unknown. This provision shall survive closing. 9. ENTIRE AGREEMENT. All other terms and conditions of the Purchase Agreement shall remain intact, except as modified by this Addendum A. Approved and Accepted: BUYER: Brian Lee ose and Annette Mary Atkinson l 2) )3 Brian ose date Annette Mary Atkinson date SELLER: City of Bremerton Contact Information 100 Oyster Bay Avenue North 15 Bremerton, WA 98312 Chal Martin date Director of Public Works and Utilities Form 17 Conowdel S 2 Seter Disclosure Statement Cmvnwdd Rev 8112 No *Mai Mint I N% Suewbe ER DISCLOSURE STATEMENT 0 Comma dal A ssadeflon t 1 a SELLER L PROPERTY ALL RIGHTS RIME IVED SELLER: ® To be used in transfers of commercial real estate as defined in RCW 80.42008. Sae RCW Chapter 84.08 for further erplenatlons. INSTRUCTIONS TO THE SELLER Please complete the following form. Do not leave any spaces blank. K the question clearly does not apply to the property write °NA.' If the answer Is ' yes" to any asterisked 0 Itsm(s), please explain on attached sheets, Plem refer to the Ona numbers) of the question(e) when you provide your explanation(s). For your protection you must date and Wild each page of this disdOsure statement and each ettechnwnt. Defivey of the disclosure statwme d must occur not later than five (8) business days, unless otherwise agreed, after mutual acceptance of a written purchase and sate agreement between Buyer and Soler. NOTICE TO THE BUYER THE FOLLOWING DISCLOSURES ARE MADE BY SELLER ABOUT THE CONDITION OF THE PROPERTY LOCATED AT CITY COUNTY ('THE PROPEKM OR AS LEGALLY DESCRIBED ON THE ATTACHED EXHIBIT A SELLER MAKES THE FOLLOWING DISCLOSURES OF EXISTING MATERIAL FACTS OR MATERIAL DEFECTS TO BUYER BASED ON SELLER'S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE STATEMENT. UNLESS YOU AND SELLER OTHERWISE AGREE IN WRITING, YOU HAVE THREE (3) BUSINESS DAYS FROM THE DAY SELLER OR SELLER'S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO YOU TO RESCIND THE AGREEMENT BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLER'S AGENT: IF THE SELLER DOES NOT GIVE YOU A COMPLETED DISCLOSURE STATEMENT, THEN YOU MAY WANE THE RIGHT TO RESCIND PRIOR TO OR AFTER THE TIME YOU ENTER INTO A PURCHASE AND SALE AGREEMENT: THE FOLLOWING ARE DISCLOSURES MADE BY SELLER AND ARE NOT THE REPRESENTATIONS OF ANY REAL ESTATE LICENSEE OR OTHER PARTY. THIS INFORMATION 18 FOR DISCLOSURE ONLY AND IS NOT INTENDED TO BE A PART OF ANY WRITTEN AGREEMENT BETWEEN BUYER AND SELLER. FOR A MORE COMPREHENSIVE EXAMINATION OF THE SPECIFIC CONDITION OF THIS PROPERTY YOU ARE ADVISED TO OBTAIN AND PAY FOR THE SERVICES OF QUALIFIED EXPERTS TO INSPECT THE PROPERTY, WHICH MAY INCLUDE, WITHOUT LIMITATION, ARCHITECTS, ENGINEERS, LAND SURVEYORS, PLUMBERS, ELECTRICIANS, ROOFERS, BUILDING INSPECTORS, ON.SITE WASTEWATER TREATMENT INSPECTORS, OR STRUCTURAL PEST INSPECTORS. THE PROSPECTIVE BUYER AND SELLER MAY WISH TO OBTAIN PROFESSIONAL ADVICE OR INSPECTIONS OF THE PROPERTY OR TO PROVIDE APPROPRIATE PROVISIONS IN A CONTRACT BETWEEN THEM WITH RESPECT TO ANY ADVICE, INSPECTION, DEFECTS OR WARRANTIES Seller O W O 1s not occupying the properly. 1. SELLER'S DISCLOSURES: • K you answer "lutes" to a question with an asterisk ("), please explain your answer and attach documents, if available and not otherwise publicly recorded. If necessary, use an attached sheet. 1, TITLE � L/ YES NO Don't �U KNOW A. Do you have legal authority to sell the property? If no, please explain. A. P O • B. Is title to the property "Ject to any of the following? u (1) First right of refusal O O (Z) Own 0 (3) Lease or rental agreement 13 (4) Ltfa estate? t7 • C. Are there any encroachments, boundary agreements, or boundary disputes? p • D. Is there any leased parking o re 0,lt O ` E. Is the a private road or easement agreement for access to the property? O fir O ` F. Are there any rights -at -way, easements, shared use agreements or access Imitations? O • G. Are there any written agreements fbr johrt mairdenenos of an easement or right of way? O � O `H. Are there any zontng violations or nonconforming uses? O O • I. Is there a su mW for the property? O a • J Are there any legal actions pending or threatened that effect the propW O O • K. Is the property In compllance with the Americans with I1sabifities Act? O 13 D� 88 ER iNITIAIA DATE 7 ( 13 SELLER iNn1ALS:_ DATE Famgo++Mi - br.TnwFwnd' wmTeawanwA m SM-40e4812 Fan 17 Co. ma I Sager lure Sf &wmnt Conrordal O Copyright 2011 Rsvt 8111 Nordmod Multrple 1.1010 Service SELLER DISCLOSURE STATEMENT * COMmerciai BrolmrsAsso"m Pap 2 d COMMERCIAL PROPERTY ALL RIGM RESERVED r J IM o YES No Don't L MATER KNOW • Are there any water rights for the property, such as a water right permit, cerdflcate, or claim? p p 3. SEWERION - SITE SEWAGE SYSTEM • is the property subject to any sewage system fees or charges In addition in those aoverad In your reguledy billed sewer or onl ke sewage system maintenance $WIN? p 4. STRUCTURAL • A. Has the roof leaped within the last 5 years? O ° B. Has any ocowled subsurface flooded or leaked within the last five years? p p X ° C. Have there been any conversions, additions or remodelirip p p (1) If yea were all building perms obtained? O O O ` (2) If yes, were all final Inspections obtained? O O (3 • D. Has there been any settling, slippage, or sliding of the property or its improvem~ p p �' • E. Are there any delbde with the following: Of yes, pleass check applicable Items and s*sin.) O O O Foundatlata O Slab Floors O Doors O Outbuildings O CdIngs O Extedor Wlratis O Sidewalks O Siding O Interior Vtiatis O Other O Windows S. SYSTEMS AND FIXTURES `A Ana there any deflects In the following systems? If yes, please exidatn. (1) Dedrlced system (2) Plumbbg system (3) Heating and coaft systems 13 O �[ (4) Ire and security system O O (5) Carbon monoxide alarms o O 8. ENVIRONMENTAL `A Have there been any flooding, standing water, or drainage problems on the property that affect the property or access to the properly? p a ' S Is there any material damage to the properly from fire, wino!, floods, beach movements, earthquake, upanshre soils, or landslides? • C Are there any shorelines, wetlands. Noodplahs, or critical areas on the property? p 13 �• • D. Are there any substances, materials, or products in or on the property #0 may be environmental concerns, such as asbestos, formaldehyde, radon gas, lead - teased paint, fuel or chemical storage tanks. or contaminated soil or water? • E. is there any ad or groundwater conterrdnaflon? `16 Ct�� 9 O O • F. Has the properly been used as a idrget or illegal dunning alts? O O • 0. Has the property been used as an BMW dnrg manufa"ng sits? O ,� O SELLER INITIAL" INITIAL" DATE 7 I 4 's SELLER INITIALS. DATE Faun v nm*d err TaBeFwuWN wjm TnwFe=mmr e004BDae12 Fcn 17 COmmerdal m copyright 701 Rag Seller e Disclosure Ststerrmnt Cwrrrrreratat NO MU[tk* Ljs ft Servbs R SELLER DISCLOSURE STATEMENT * CoMmordal BroitstsANodatlon Pugs 3 of 4 COMERCIAL PROPERTY ALL RIGHTS RESERVED (mu" 7. FULL DISCLOSURE BY SELLERS A. Ot hw conditions or defects: *Are there any other existing material defects aftd ft the property that a prospeove buyer should know about? 8. %trifloatian The foregolng answers and attached expkndbM (ff any) are complete and domed to the best of Seller's knowledge and Seger has received a copy hereot Seiler agrees to detand, lndemnly and hold real estate gomseas hanrdeae from and against any and all daims that the above ftradon is Inacarrets. Seller authorizes real estate floansess, It any, to deliver a oopy of this disclosure statement to other real estate ilcensm and all prospec#m buyam of the property. Date- Date. Sailer Sailer NOTICES TO THE BUYER SEX OFFENDER REGISTRATION INFORMATION REGARDING REGISTERED SEX OFFENDERS MAY BE OBTAINED FROM LOCAL LAW ENFOR AGENCIES. THIS NOTICE M INTENDED ONLY TO INFORM YOU OF WHEN TO OBTAIN THIS INFORMATION AND IS NOT AN INDICATION OF THE PRESENCE OF REGISTERED SEX OFFENDERS. Ii. BUYER'S ACKNOWLEDGEMENT Buyer hereby acknowledges that A Buyer has a duty to pay diligent attention to any metertal defect$ that are known to Buyer or can be known to Buyer by utilizing diligent attentle n and observation. B. The disclosures set forth In thin statement and In any amendnwnts to this statenlsnt are made only by the Seiler and not by any real estate licensee or other peft C. Buyer OdmoMadges that, pursuant to RCW 84.08 050(2), real 0111826 licensees are not liable for inaccurate Intbmallon provided by Seger, mcgl3t to the extent that real 61111810 limmeee know of such Inaccurate Intbmnatlon 0. This Infbrrmdon Is for disclosure only and to not Intended to be a part of the written agreement between Buyer and Seger. E. Buyer (which term Includes all persons suing the 'Buyer's acceptance portion of this disclosure st atenner4 below) has recal ved a copy of this Disclosure Statement pnduding attachments, If any) bearing Seller's signatures. DISCLOSURES CONTAINED IN THIS DISCLOSURE STATEMENT ARE PROVIDED BY SELLER BASED ON SELLER'S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE STATEMENT. UNLESS BUYER AND SELLER OTHERWISE AGREE IN WRITING, BUYER SHALL HAVE THREE (3) BUSINESS DAYS FROM THE DAY Seim OR SELLER'S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO RESCIND THE AGREEMENT BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELL.ER's AGENT. YOU MAY WAIVE THE RIGHT TO RESCIND PRIOR TO OR AFTER THE TIME YOU ENTER INTO A SALEAGREEMENT. BUYER HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THIS DISCLOSURE STATEMENT AND ACKNOWLEDGES THAT THE DISCLOSURES MADE HEREIN ARE THOSE OF THE SELLER ONLY. AND NOT OF ANY REAL ESTATE LICENSEE OR OTHER PARTY. De- Date. Buyer Buyer. SELLER INITIALS- DATE SELLER INITIALS: DATE Fae s - ar T'aaRWmd WmTm8ft ne aara 11o""12 Form tY CwmumW SdW 0bc10sm Sm nrW CorerremW 0 CoWWd 2012 Rev. an2 Nod Mur^ Lk" 991" POP 4 of 4 SELLER DISCLOSURE STATEm0ff * Cannordel Biol smAesodaran COMMERCIAL PROPERTY ALL RK;sM RESERVED (eosin wq BUYER'S WAIVER OF RIGHT TO REVOKE OFFER Buyer has read and mvlew ed the SeBefs responses to this Seiler Drum Statement. Buyer approves this statement and wahres Buyefs right to revoke BUyefs otter based on this disdogure. Date: Date: Buyer. Buyer: BUYER'S WAIVER OF RIGHT TO RECEIVE COMPLETED SELLER DISCLOSURE STATEMEW Buyer has been advised of Buyer's right to reoshre a c ornplated Seller Dledosure Statement. Buyer waives that tight. Howem N the answer to any of the questions In the section entitled Tnorammtar would be 'yes,' Buyer msy not waJve the receipt of the 'Envimmenter sedan of the Solar Disclosure Statement. ()ate: Dab; Buyer: Buyer If the an war is - AW to any astedeked ( items, Please w*ln below (use additional sheets N recassaty). Please refer to the gyre numbei(s) of the quamio n(s). SELLER INMALS. DAIS ll SELLER INI'll . DATE EXH IBIT FOR PROPERTY SALE OF PORTION OF GOVT LOT 2 SEC. 22, T.24N.,R.1 E, W. M. KITSAP COUNTY, WA MY OF BREMERTON N t e , C/T`y PR FOR E �_r- -- %�P Q . to $ FT. r '1 " � n 4 ~ F �1 Op t h / v F c � •` r"� F e '� s F i AGENDA BILL CITY OF BREMERTON CITY COUNCIL ■■ eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeI SUBJECT- Purchase of light fixtures from Study Session Date 7/24/13 Graybar for the Harborside Parking Facility COUNCIL MEETING Date 8/7/13 Department PW& Utilities Presenter Chal Martin Phone 473 -5758 SUMMARY. This is for the purchase of 262 COOPER LTG QDCAST1A, energy efficient light fixtures for installation at Harborside Parking Facility A portion of the funds to be reimbursed by the PSE conservation grant # C -12398 Reference previous agenda bill item 5E, Energy Efficient Lighting Project, approved by Council 07/01/2013 ATTACHMENTS Previous Agenda Bill Item # 5E, Graybar Proposal # 218026221 FISCAL IMPACTS (Include Budgeted Amount) City of Bremerton purchase amount of $66,865 02 before rebate These funds will be from the Parking Fund STUDY SESSION AGENDA ❑x No Presentation ❑ Full Presentation STUDY SESSION ACTION: Nx Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the purchase of light fixtures from Graybar in the amount of $ 66,865 02 COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/25/13 AGENDA BILL 6E CITY OF BREMERTON CITY COUNCIL • eeeeeteseeeeeeeeeseeaeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeei SUBJECT: Acceptance of a PSE Grant for Study Session Date. une 2�2013 Energy Efficient Lighting Project at the COUNCIL MEETING Date. July 1, 2013 Harborside Parking Facility Department: Presenter. Chal Martin Phone: 473 -5758 SUMMARY: This grant will provide for the removal & replacement of existing lighting with energy efficient lights Total cost for this is estimated to be $75,770 00. The city will receive a Puget Sound Energy Grant currently estimated to be $33,509 00 upon project completion ATTACHMENTS: Council Summary, PSE Grant Agreement No C -12398 FISCAL IMPACTS (include Budgeted Amount): City of Bremerton funded amount is $42,26122, these funds will come from the Parking Department Budget STUDY SESSION AGENDA 19 No Discussion ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve conservation grant from Puget Sound Energy COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form updated 11/02/12 Gr%&aR. 1414 CENTER STREET TACOMA WA 98409 -8211 Phone 2531779 -3600 Fax 2531779 -3605 To CITY OF BREMERTON D 345 6th St #600 ate 06/13/2013 BREMERTON WA 98337 Proj Name: PARKING GARGAGE Attn Chns M GB Quote #. 218026221 Phone 360 - 478 -5346 Valid From 06/13/2013 Fax 360 -478 -5360 Valid To 07/13/2013 Email contact @graybar com Contact JEFFERY GASCOYNE Email Jeff gascoyne @graybar com Proposal We Appreciate Your Request and Take Pleasure In Responding As Follows Item Quantity Supplier Catalog Nbr Description Price Unit Ext Price 100 262 EA COOPER LTG QDCAST1A QUADCAST $235.00 1 $61,57000 120V -277V 50/60 HZ GB Part # 25456362 UPC # Total to USD (Tax not included) $61,57000 This equipment and associated installation charges may be financed for a low monthly payment through Graybar Financial Services (subject to credit approval) For more information call 1 800.241 7408 to speak with a leasing specialist To learn more about Graybar, visit our website at www graybar com 24 -Hour Emergency Phone# 1- 800- GRAYBAR Subject to the standard terms and conditions set forth in this document Unions otherwise noted freight terms are F o B shipping point prepaid and bill Unless noted the estimated ship date will be determined at Ilia time of order placement Page I of AGENDA BILL CITY OF BREMERTON CITY COUNCIL ■■ ������a������������m��a���������000M0000NNEEE0NZ SUBJECT Interlocal Agreement with Study Session Date July 24, 2013 Bainbridge Island for Traffic Signal COUNCIL MEETING Date August 7, 2013 Maintenance Department PW &U Presenter Chal Martin Phone 473 -5758 SUMMARY Interlocal Agreement with Bainbridge Island for the purpose of providing annual traffic signal maintenance and repairs to their five flashing lights Bainbridge Island approached the city last fall and requested this assistance Contract term is three years Pursuant to Chapter 39 34 RCW, interlocal agreements shall be approved by City Council ATTACHMENTS Interlocal Agreement FISCAL IMPACTS (Include Budgeted Amount) Annual Preventative Maintenance will be charged to Bainbridge Island on a time and material basis Revenues are estimated to be $4,000 00 annually, following an initial repair billing of $8,800 00 STUDY SESSION AGENDA px No Discussion ❑ Full Presentation STUDY SESSION ACTION N Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION. Move to approve Interlocal Agreement with Bainbridge Island for Traffic Signal Maintenance and authorize the Mayor to finalize and execute the agreement presented COUNCIL ACTION ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 11/02/12 i INTERLOCAL AGREEMENT FOR TRAFFIC SIGNAL MAINTENANCE THIS INTERLOCAL AGREEMENT (this "Agreement') is made and entered into by and between the City of Bainbridge Island, a municipal corporation of the State of Washington (`Bainbridge ") and the City of Bremerton, a municipal corporation of the State of Washington ( "Bremerton ") for the purpose of providing traffic signal maintenance services WHEREAS, Bainbridge has five flashing red or yellow warning lights that require annual maintenance and repairs, and WHEREAS, Bremerton provides traffic signal maintenance services for Bremerton and also possesses the ability to provide those services to Bainbridge, and WHEREAS, Bainbridge desires to enter into an Agreement with Bremerton under which Bremerton will perform traffic signal maintenance services within the boundaries of Bainbridge, and WHEREAS, Bremerton is willing to provide traffic signal maintenance services on the terms and conditions contained in this Agreement, and WHEREAS, Chapter 39 34 RCW provides that local jurisdictions may enter into cooperative agreements for their mutual benefit, NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and agreements set forth herein, it is agreed by and between Bainbridge and Bremerton as follows 1. SERVICES A Bremerton shall provide the traffic signal maintenance services as defined in this Agreement and as necessary to accomplish the scope of work attached hereto as Exhibit A (the "Services ") B The Bremerton Public Works Director and Bainbridge Public Works Director are authorized to act on behalf of Bremerton and Bainbridge, respectively, and shall develop working procedures associated with any of the activities comprising the Services No separate legal or administrative entity is created under this Agreement C By entering into this Agreement, the parties intend to have Bremerton provide Services to Bainbridge. Bremerton does not intend to assume, nor does Bainbridge expect Bremerton to gain, any greater responsibility and/or liability that it would normally have imposed upon it by law for the performance of traffic signal maintenance services generally for the citizens of Bremerton D Bremerton is acting as an independent contractor so that control of personnel, standards of performance, discipline, and all other aspects of performance shall be governed entirely by Bremerton 2. PERFORMANCE OF TRAFFIC SIGNAL MAINTENANCE SERVICES A For the purposes of performing Services under this Agreement, Bremerton shall furnish and supply all necessary labor, supervision, machinery, equipment, materials, and supplies except to the extent machinery, equipment, and/or materials are supplied by Bainbridge as agreed to by Bremerton in writing Both parties agree that they and their officers and agents shall cooperate in the carrying out of said functions and that Bremerton shall have full authority, possession and necessary control of the work with the full assistance when necessary from the staff of Bainbridge B For the purpose of facilitating the performance of the Services under this Agreement, it is agreed that Bainbridge, upon reasonable request in writing by Bremerton, or its duly authorized representative, will allow the temporary closing to traffic of all streets, or portions thereof, necessary to be closed before any work is commenced Bainbridge will be responsible for furnishing the materials and labor needed to temporarily close a street or streets during the period maintenance is being performed C The Services performed by Bremerton under this Agreement shall be pursued with care and diligence to appropriate Bainbridge standards, making every effort to recognize pertinent schedules of Bainbridge Bremerton shall notify Bainbridge of a hardship or other inability to perform under this Agreement, including postponement of requested work due to a street light issue of higher priority D All maintenance and repair work performed by Bremerton under this Agreement, and all materials, equipment, and supplies incorporated by Bremerton into Bainbridge's traffic signals in connection with the Services, shall become the sole property of Bainbridge upon completion and acceptance of the work No jointly -owned property or equipment will be acquired under this Agreement 3. WORK ORDER REQUESTS A Bremerton shall respond to work order requests for emergency and scheduled repairs in writing If in the affirmative, Bremerton shall include an estimate of time and costs to complete the work Charges shall be in accordance with Section 4 of this Agreement B Upon receipt of Bremerton's estimate, Bainbridge may either issue a written notice to proceed which authorizes Bremerton to perform the requested work or a written notice rejecting Bremerton's estimate The issuance of a notice to proceed shall constitute a representation by Bainbridge that the schedule of charges and basis of payment are acceptable and sufficient funds are appropriated to cover the cost of the requested work C The scope of requested work may be amended in writing at any time with the consent of both parties 4 PAYMENT A Bremerton shall submit quarterly invoices by the fifteenth day of the month following the end of the previous quarter or services performed in a previous quarter in a format acceptable to Bainbridge Each project and each task within a project shall be the subject of a separate invoice Bremerton shall maintain time and expense records and provide them to Bainbridge upon request B All invoices shall be paid by mailing a city check within sixty (60) days of receipt of a proper invoice C If the services rendered do not meet the requirements of this Agreement, Bremerton shall correct or modify the work to comply with this Agreement Bainbridge may withhold payment for such work until it meets the requirements of this Agreement 5. RECORDS Each party hereto agrees to maintain record keeping for a period of three years after completion of work 6. FACILITIES TO BE PROVIDED BY BAINBRIDGE Bainbridge grants to Bremerton permission to enter Bainbridge rights -of -way for the purposes of providing the Services 7. HOLD HARMLESS AND INDEMNIFICATION A Each party agrees to indemnify and hold harmless the other party, its officers, elected and appointed officials, employees, and agents from all claims, lawsuits, penalties, losses, damages, or costs of any kind whatsoever to the extent such a claim arises or is caused by the indemnifying party's own negligence or that of its officers, elected or appointed officials, agents, or employees in performance of this Agreement B Bainbridge is a members of the Washington Cities Insurance Authority (WCIA), which is a self - insured pool of over 99 municipal corporations in the State of Washington WCIA has at least $1 million per occurrence combined single limit of liability coverage in its self insured layer that may be applicable in the event an incident occurs that is deemed to be attributed to the negligence of a member C Bremerton is self - insured and has at least $1 million per occurrence combined single limit liability coverage in its self - insured layer and excess liability coverage that may be applicable in the event an incident occurs that is deemed to be attributed to the negligence of Bremerton 8. TERM AND TERMINATION A This Agreement shall be effective upon execution by all of the parties and shall remain in effect, unless other terminated as provided below, for a term of three (3) years B Either party may terminate this Agreement at any time, with or without cause, upon not less than thirty (30) days' written notice to the other party The indemnity provisions of Section 7 of this Agreement will survive termination for any claim, lawsuit, penalty, loss, damage or cost arising out of the acts, errors or omissions of the parties prior to the effective date of the termination 9. EXTENT OF AGREEMENT/MODIFICATION This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or agreements, either written or oral This Agreement may be amended, modified or added to only by written instrument properly signed by both parties 10. LEGAL REQUIREMENTS Each party shall comply with all applicable federal, state, and local laws, rules and regulations in performing this Agreement 11. SEVERABILITY Should any clause, phrase, sentence, or paragraph of this Agreement be declared invalid or void, the remaining provisions of this Agreement shall remain in full force and effect 12. WRITTEN NOTICES Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand - delivered to the parties at their addresses as follows To Bainbridge To Bremerton City of Bainbridge Island City of Bremerton Operations & Maintenance Public Works & Utilities 7305 Hidden Cove Road 100 Oyster Bay Ave North Bainbridge Island, WA 98110 Bremerton, WA 98312 Phone (206) 842 -1212 Phone (360) 473 -5359 Email pwom@bambiidgewa gov Email Jim orton@ci bremerton wa us or to such addresses as the parties may hereafter designate in writing Notices and/or demands shall be sent by registered or certified mail, postage prepaid, or hand - delivered Such notices shall be deemed effective when mailed or hand - delivered at the addresses specified above 13. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington 14. VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Kitsap County, Washington 15. RECORDING This Agreement shall be recorded by Bainbridge with the Kitsap County Auditor IN WITNESS WHEREOF, the parties have signed this Agreement, effective on the date indicated below CITY OF BREMERTON CITY OF BAINBRIDGE ISLAND By By Patty Lent, Mayor Douglas Schulze, City Manager DATE DATE Approved as to form Bremerton City Attorney EXHIBIT A TRAFFIC SIGNAL MAINTENANCE SERVICES Bainbridge has five intersections, as more fully described in Exhibit B (the "Signals "), with flashing red or yellow warning lights that require annual maintenance and repairs Traffic signal maintenance services covered by this Agreement consist of the following initial repairs, preventative maintenance and emergency and scheduled repairs Initial Repairs. Bremerton shall provide the initial repairs at the following intersections as described below Blakely Avenue and Baker Hill • Install refurbished crosswalk signal provided by the City of Bremerton • Install heavy duty span wire • Rewire flasher to control box • Replace flasher unit in control box with 5 conductor IMSA cable • Install new stainless steel hardware • Install four new LED flasher heads and lamps • Install crosswalk signal provided by the City of Bremerton High School Road and Sportsmans Club Road • Clean up service • Rewire flasher to service • Install stainless steel hardware • Replace rusted components • Paint • Remove glass lenses • Install existing LED lamps properly • Install new visors where needed New Brooklyn Road and Sportsmans Club Road • Clean up service • Rewire flasher to service • Install stainless steel hardware • Replace rusted components • Paint • Remove glass lenses • Install existing LED lamps properly • Install new visors where needed Fletcher Bay/Miller Road/New Brooklyn • Replace pad locks • Paint • Install LEDs • Install stainless steel tie wraps • Clean up wiring Bucklm Hill/Blakely Avenue/Lynwood Center • Install LED lamps • Install new visors • Replace flasher unit • Clean up control cabinet • Install stainless steel tie wraps • Install new stainless steel hardware • Rewire inside of head for access • Paint • Assess service and repair if necessary It is anticipated that the initial repairs will take two people up to five working days to complete Costs will be charged on a time and materials basis as follows Labor 80 hours maximum at $50/hour = $4,000 Equipment 1 vehicles, 5 days each at $160 per day = $800 Parts/Materials maximum $4,000 Annual Preventative Maintenance Tasks. The following preventative maintenance tasks will be conducted annually on the Signals in accordance with a mutually agreed upon schedule • Clean all signals including signal lens • Clean all controller cabinets and breaker panels • Refocus all signal lights and align with traffic as needed • Check all cables, bolts, mounting hardware and safety chain • Replace or repair cable or safety chain as needed • Visually inspect all overhead splices, in pull boxes and in pole bases • Test, clean and lubricate all controllers, solid state components electronic parts and check all relays • Replace bulbs as required but no less than every three years • Email summary report of the work completed and a list of necessary scheduled repairs Annual Preventative Maintenance Costs will be charged on a time and material basis as described above and are estimated to be $4,000 Labor $50/hour per person during normal working hours and $75/hour per person in overtime status. Equipment 1 vehicle at $160 per day Materials Billed at costs Should circumstances dictate and as mutually agreed upon for each occurrence, Bremerton may conduct the work or continue the work in an overtime status for the most efficient use overall of staff and equipment resources Emergency and Scheduled Repairs Bainbridge shall authorize all replacement and repairs recommended by the work crew by work order in accordance with Section 3(B) of the Agreement Repairs that do not impact safety shall be scheduled on a mutually agreeable date and time Bainbridge shall pay for time and materials for scheduled work Emergency repairs shall be prioritized if traffic is impeded or safety is compromised Bainbridge and the work crew shall work together to repair emergency situations as soon as reasonable Bainbridge may be required to pay overtime rates if the work is performed outside normal business hours Scheduled Repairs shall be billed at $50 per hour per person, plus materials and equipment rental costs Emergency Repairs shall be billed at $75 per hour per person, plus materials and equipment rental costs Bainbridge will pay for a minimum of 2 5 hours of labor for any emergency repair Qualifications The work crew shall have a minimum of one International Municipal Signal Association Level II technician onsite at all times. EXHIBIT B FLASHING TRAFFIC SIGNAL INVENTORY Intersection/Cross Street Equipment Descri tion Quantity* Blakely Ave/Baker Hill Yellow Flashing Two yellow flashing warning 4 Traffic Lights lights on Blakely Ave in either (crosswalk) and direction used in coordination Econolite controller with Blakely Elementary student ingress and egress High School /Sportsman Red Flashing Four way red flashing traffic 4 Club Traffic Lights warning lights at a four way sto New Brooklyn/Sportsman Red Flashing Four way red flashing traffic 4 Club Traffic Lights warning lights at a four way sto Fletcher Bay/Miller/New Red Flashing Four way red flashing traffic 4 Brooklyn Traffic Lights warning lights at a four way sto Bucklm Hill/Blakely Yellow and Red Two yellow flashing warning 3 Ave/Lynnwood Center Flashing Traffic lights on Bucklm Hill and Lights Blakely Ave and a one red flashing warning light on Lynnwood Center *Note The quantity refers to a single traffic signal lens and in most cases one intersection may have four traffic signal lenses 9 Move to authorize City Attorney's Office to initiate lawsuit to abate code violations at 806 Cherry Court, Bremerton, Washington and seek reimbursement for any costs associated with abatement.