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HomeMy WebLinkAbout5418 Docusign Envelope ID: E48F7CCB-EE81-4FD8-9BD7-6B289AAFE381 ASSIGNMENT OF, AND AMENDMENT FOUR TO GOODS AND SERVICES AGREEMENT This ASSIGNMENT OF, AND AMENDMENT FOUR TO GOODS AND SERVICES AGREEMENT (this "Agreement") is entered into as of October 1, 2024 (the "Effective Date") by and among Smart Source of Seattle LLC, a Delaware limited liability company ("Smart Source"), the City of Bremerton, a Washington municipal corporation (the "City"), and, with respect to Section 1 and Section 3 of this Agreement only, Kaye-Smith Enterprises Inc. d/b/a Kore Group, an Oregon corporation ("Kaye-Smith"). WHEREAS, Smart Source and Kaye-Smith entered into and consummated an Asset Purchase Agreement, pursuant to which Smart Source acquired substantially all of the assets of Kaye-Smith, which included Kaye-Smith's rights under the Goods and Services Agreement, as modified, between Kaye-Smith and the City(the "Goods and Services Agreement"); WHEREAS, in furtherance of Smart Source's purchase of such rights, Kaye-Smith desires to assign its rights under the Goods and Services Agreement to Smart Source, Smart Source desires to accept such assignment and to assume Kaye-Smith's obligations under the Goods and Services Agreement, and,pursuant to Section 11(K)of the Goods and Services Agreement,the City desires to consent to such assignment and assumption; and WHEREAS, Smart Source, as Kaye-Smith's assignee pursuant to this Agreement, and the City desire to amend the Goods and Services Agreement, as more particularly set forth below. NOW, THEREFORE, in consideration of the mutual covenants,terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: 1. Assignment. a. Kaye-Smith hereby assigns, conveys, transfers, and delivers to Smart Source all of Kaye-Smith's right, title, and interest in and to the Goods and Services Agreement. b. Smart Source hereby accepts the foregoing assignment and hereby assumes all of Kaye-Smith's obligations under the Goods and Services Agreement to the extent arising on or after the Effective Date. c. Pursuant to Section 11(K) of the Goods and Services Agreement, the City hereby acknowledges and consents to the foregoing assignment and assumption, as evidenced by the City's signature set forth on the signature page hereto. d. Kaye-Smith hereby agrees to indemnify, defend, and hold harmless Smart Source from all claims, actions, suits, costs, losses, charges, damages and expenses arising out of, or in relation to, the Goods and Services Agreement with respect to any matter occurring before the Effective Date. 1 Docusign Envelope ID: E48F7CCB-EE81-4FD8-9BD7-6B289AAFE381 e. Smart Source hereby agrees to indemnify, defend, and hold harmless Kaye-Smith from all claims, actions, suits, costs, losses, charges, damages and expenses arising out of, or in relation to,the Goods and Services Agreement with respect to any matter occurring on or after the Effective Date. 2. Amendment. a. Smart Source, as assignee of Kaye-Smith pursuant to Section 1, and the City agree that Section 2 (Term) of the Goods and Services Agreement is hereby amended and restated in its entirety to read as follows: "2. TERM. Unless otherwise terminated pursuant to Paragraph 5 (Termination), the term of this Agreement shall terminate on October 2, 2025." b. Unless expressly modified in this Agreement, (i) all terms and conditions of the Goods and Services Agreement are hereby ratified and reaffirmed in their entirety, and (ii) in the event of any conflicts between the terms and conditions of this Agreement and the Goods and Services Agreement, the terms and conditions of this Agreement shall govern and control. 3. Miscellaneous. a. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. b. This Agreement shall be governed by, and shall be construed according to,the laws of the State of Washington, without regard to conflicts of laws principles thereof. c. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by either facsimile or email shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [Signature page to follow.] 2 Docusign Envelope ID: E48F7CCB-EE81-4FD8-9BD7-6B289AAFE381 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. SMART SOURCE OF SEATTLE LLC, a Delaware limited liakilitvnecompany B hd4's y • MISS4c3... Name: Title: CFO CITY OF BREMERTON, a Washington municipal corporation Signed by: BY Name: 8fgankfig69 e r Title: Mayor KAYE-SMITH ENTERPRISES INC. D/B/A KORE GROUP, an Oregon corporation Signed by: By: it,i.t, Wf t,LL Y 611 I-ra" e l d Name: Title: VP of Sales, Smart Source Seattle LLC [Signature page to Assignment of, and Amendment Four to Goods and Services Agreement] Docusign Envelope ID:E48F7CCB-EE81-4FD8-9BD7-6B289AAFE381 smart 0 KAYESMITH source Sept. 3, 2024 To Our Dear Clients and Friends, It is with great pleasure and enthusiasm that we announce Kaye-Smith is merging with Smart Source, headquartered in Palm Beach, Florida. Kaye-Smith's current relationship with you and your organization will be further enhanced with the tools that Smart Source brings to the market. We can deliver additional technologies, talent and resources,with a larger, stronger geographic footprint. All our expanded capabilities will be introduced to you by your current Kaye-Smith/ Kore Group team in the coming months. With locations from Hawaii to Maine to Florida,and enhanced technology capabilities, Kaye- Smith/Smart Source will be better positioned to accommodate the ever-changing needs of the marketplace in the years to come. Kaye-Smith/Smart Source remains committed to consistency in servicing your organization with the same experienced and professional sales and project management personnel currently associated with your team. Our philosophy "service,service,service"will be of an even greater emphasis in our objectives as we move forward. We greatly value and respect our relationship currently shared with you and your organization,and we look forward to a continued mutually beneficial partnership.Should you have any questions regarding this communication, please contact your sales representative or me, Mike Hatfield,at mike.hatfield( kayesmith.com ,or feel free to call my cell a 206.402.1155. Sincerely, Mike Hatfield Cc:Tom D'Agostino Founder and CEO—Smart Source Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 5418 KAYE-SMITH GSA-Utility Billing Printing and Mailing Service Utility Billing LEG 12-1 10/2/2014 10/1/2018 7/1/2018 Comments : AGENDA BILL CITY OF BREMERTON CITY COUNCIL � �� � � SUBJECT: Approval of Goods and Services Study Session Date: September 10, 2014 Agreement with Kaye-Smith for Utility Billing COUNCIL MEETING Date: September 17, 2014 Printing and Mailing Service Department: PW&U Presenter: Milenka Hawkins-Bates Phone: 360-473-5333 SUMMARY: Four proposals were received for uti�ity biHing printing, inserting and mailing services. Staff reviewed all four and determined that the current provider Kaye Smith be awarded the four year contract. Though Kaye Smith was not the lowest cost per item, other factors justified staff's decision; • Security: Kaye — Smith has the highest security plan and certifications in place. • Location: Kaye — Smith is located in Renton vs Eastern Washington. Eastern Washington service providers will add a day or finro to the delivery time, critical for delinquent accounts. • No start-up fees, programming costs or staff time needed for the conversion. • No fluctuation in cost of stationary after six months. Staff will be ramping up an E-Bill campaign to generate on-line payments with the goal being to reduce manual payments, printing, and staff time to process. The contract is for four years with up to three — finro year extensions. ATTACHMENTS: 1) Summary of proposals; 2) Goods and Services Agreement FISCAL IMPACTS (Include Budgeted Amount): The service is budgeted within the Water and Waste Water Utility budgets. Estimated annual expenditures are approximately $�85;OOU�00. The amount will vary depending on the number of utility bills produced. � STUDY SESSION AGENDA: � No Presentation ❑ Full Presentation STUDY SESSION ACTION: 0 Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Goods and Services Agreement with Kaye - Smith for Utility Billing Printing and Mailing Services; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNC9L ACTION: [.]�Approve ❑,_Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/25/13 GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and Kaye - Smith ("Vendor"), whose mailing address is: 4101 Oakesdale. Avenue SW, Renton, WA 9�057 The parties agree as follows: 1. VENIDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for the City: Priniing, inserting and mailing services for the City's utility bills and delinquent notices. 2. �RM. Thts Agreement will terminste on October i, 201� unless the parties agree to an egteneion as prnvided in this parsgrapL or a party terminates the Agreement pursuant to Paragraph 5. Prior tu the termination date prnvided herein, the parties mny mutually agree to estend the agreement an additional hvo yesrs, The parties mny agree to a total of tLree sueh two-year egtensions. 3. COMPENSATION. The City shall pay the Vendor the following amounts according to the following schedule, plus applicable Weshington State Sales Tax, for the goods, materials and services contemplated in tIus Agreement See AttacLed pricing aheet A. Defective or Unauthorized Work The City reserves its right to withhold payment from Vendor for aay defective or unauthorized goods, materials or services. If Vendar is unable, for any reason, to complete any part of this Agr�meat, the City may obtain the goods, materials or services on its own or from a third party, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attomey fees, incu,cred by the City beyond the maximum Agreement price specified above. The City fiuther reserves its right to deduct the cost to complete this Agreement, includiag any Additioaal Costs, from any and all amounts due or to become due the Vendor. 4. Il�IIDEPENIDENT CONTRACTOR Contractor is and shall be at all times acting as an independent contractor and not as an emptoyee of the City. The Contractor shall secure at its expense, aad shall be responsible for all payments of income tax, social security, state disability insuraace compensation, unemployment compensation, and all other payroll deductions for the Contractor, ot�cer, agents, employees and sub-contcactors. The Contractor shall also secure all applicable busmess licenses, if required, in connection with the coatract services, including all required Iiceases for Contractor's officers, agents, employees and sub-contiractors. 5. TERIVIINATHON. This Agreement shall remain in force until completion of the term as provided in Paragraph 2, terminated by the both parties in writing, terminated by the City for good cause as pmvided in this paragraph, or terminated by the City for convenience.. "Good cause" shall include, without limitation, any one or more of the following events: A The Vendor's refusal or failure to supply a suf�cient number of properly slalled workers or proper materials for completion of this Agreement. B. The Vendor's failure to complete this Agreement within the time specified ia this Agreement. C. The Vendor's failure to make fWl and prompt payment to subcontractors or for material or labor. D. The Vendo�s failure to comply with federal, state or local laws, rules or regulations. E. The Vendo�s filing for banlwptcy or becoming adjudged banlQUpt. Rev. 7/14 If the City terminates this Agreement for good cause, the Vendor shall not receive any fiuther monies due under this Agreement until the goods, materials, and sernices required by this Agreement aze completed and fully performed by the Ciry or a tbird party of the City's choosing. 6. CHAI�IGES. The City may issue a written change order for any change in the goods, materials or services to be provided during the performance of this Agreement If the Vendor determines, for any reason, that a change order is necessary, Vendor must submit a written change order request to aa authorized agent of the City within fourteen (14) calendar days of the date Vendor l�ew or should have l�oavn of the facts aad events giving rise to the requested change. If the City determines tbat We change increases or decreases the Vendots costs or time for performance, the City will make an equitable adjusbmen� The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustiments. However, if the parties are unable to agree, the City will dete�miae the equitable adjustinent as it deems appropriate. The Vendor shall proceed arith the change order work upon receiving either a written change order from the City or an oral order from the City before actually receiving the rovritten chaage order. If the Vendor fails to reQuire a change order within the time allowed, the Vendor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work If the Vendor disagrees with the equitable adjustment the Vendor must complete the change order work; however, the Vendor may elect W protest the adjustiment as provided below: A Procedure and Protest by the Vendor. If the Vendor disagrees with anything required by a change order, another written order, or an oral order from the City, including any directioq instructioq inteipretation, or determination by the City, the Vendor shall: 1. Immediately give a signed written notice of protest to the City; 2. Supplement the written protest within fourteen (14) calendar days with a written statement that pmvides the following information: a. The date of the Vendor's protes�t. b. The natune and circumstances that caused the protest c. T6e provisions in this Agreement d�at support the protest d. The estimabed dollar cost, if any, of the protested work and how that estimate was determined. e. An aaalysis of the progress schedule showing khe schedule change or disruption if the Vendor is asserting a schedule change or disruption. 3. The Vendor shall keep complete records of extra costs and time incu�d as a result of the protested work. The City shall have access to eny of the Vendot's records needed for evaluating the protest The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment No adjustment will be made for an invalid protest. B. Vendot's Dutv to Comulete Protested Work. In spite of any protest, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement C. Vendor's Acceptance of Changes. The Veador accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by Vendor ac provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequeatial costs, including oosts of delays related to any work, either covered or a$ected by the change. Rev. 7/14 D. Failure to Protest Constitutes Waiver. By not protesting as tlus section provides, the Vendor also waives any additional entidemeat and accepts from the City any written or oral order (including dinections, ins�uctions, inteipretations, and detenmination). E. Failure to Follow Procedures Constimtes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determinatian). 7. CLAIl1�iS. The Vendor shall give written notice to the City of all claims other than change orders within fourt�n (]4) calendar days of the occurrence of the eveats giving rise to the claims. Aay claim for damages, additional paymeat for any reason, or extension of time, whether under t}ris Agreemeat or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely writtea claim is made in strict accordance with the applicable provisions of this Agreement; or, if (and only i� no such provision is applicable, unless that claim is set forth in detail in writing and �ceived by the City wit6in seven (7) calendar days from the date Vendor knew, or shonId have laiown, of the facts giving rise to the claim. At a minimum, a Vendor's written claim must include the information set forth regarding protests in Section 6(A)(2)(a)-(e). FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFTCATION OF CLATM WITHIN THE TIl�IE ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIIvIS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIIvi OR CAUSED BY 'I'�IAT DELAY. Veador must, in any event, file any claim or briag any suit arising from or conaected with this Agreement within 120 calendar days from the date the contract work is complete. g. WAItRANTY. The Vendor shall correct all defects in worlanan.ship and mateiials within one year from the date of the City's acceptance of the Contract work When defects are corrected, the warranty for that portion of the work shall extend for one year from the date such correction is completed and accepted by the City. The Vendor shall begin to correct any defe�ts within seven (7) calendar days of its receipt of notice from the City of the defect If the Vendor daes not accomplish the coaections within a reasonable time, the City mey complete the corrections and the Vendor shall pay all costs incurred by the City in order to accompGsh the correction. 9. INDEMIVIFICATdON. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and atiomey fees, arising out of or in connection with the performance of this Agreement Vendor's obligation to indemnify shall not extend to that portion of damages caused by the City's sole negligence. . The City's inspection or acceptance of any of Vendor's work when completed shall not be grouads to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that tlus Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to peisons or dsmages to propeiiy caused by or resulting from the concurrent negligence of the Vendor and the City, its officers, officisls, employees, ageuts and voiunteers, the Vendor's Iiability hereunder shall be only to the extent of the Vendor's negligence. Rev. 7/14 TT IS FUR'THER SPEC�ICALLY AND EXPRESSLY UNDERSTOOD THAT THIS II�TDEMNI�'ICATION CONSTITUTES Tf� VENDOR'S VJAIVER OF I]�IlVIUMTY UNDER IIJDUSTRIAL INSUR.ANCE, TTTLE 51 RCW, SOLELY FOR TF� PURPOSES OF THIS Il�TDEMNII�'ICATION. TI� PARTIE,S ACKNOWLEDGE THAT Tf�Y HAVE MUTUALLY NEGOTIATED THIS WAIVER T'he provisions of this section shall survive the expiration or termi.nation of this Agreement. 10. YNSURANCE. The Vendor shall procure aad maintain for the duration of this Agreement, inc��nce against claims for injuries to persons or damage to properiy that may arise firom or in coffiection with the perfomiance of the Contract work by the Vendor, its agents, representatives, employees or subcontractors. Before beginning work on the project descnbed in this A.greement, the Vendor shall provide a Certificate of Insuiance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occutrence and $2,000,000 aggregate for persoaal injury, badily injury and property damage. Coveiage shall include but not be limited to: blaaket contractual; productsJcompleted operations/broad form property damage; and employer's liability. Any payment of deductible or self-insured retention shall be the sole respoasibility of the Vendor. All required policies shall be provided on an "occuaence" basis except professional liability insurance (if required), which shall be provided on a"clai.ms-made" basis. The City sball be named as an additional insured on the Commercial General Liability insurance polic�, as respects work perfozmed by or on behalf of the Vendor and a copy of the endorsement naming the City as additional insured shall be attached to ihe Certificate of Insurance. The City reserves the right to receive a certified copy of all the required inswance policies. The Vendor's Commercial General Liability insuraace shall contain a clause stating that coverage shall apply separately tn each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Vendo�s insurance shall be primary insurance as respects the City and it shall be an affirmative obligahon upon Vendor to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, rehun receipt requested to City of Bremerton, Attn: Risk Management, 345 6 Street, Suite 600, Bremerton, WA 98337 within two days of the cancellatioa, suspension or substantive change of any insvraace policy set out herein, and failure W do so shall be cons�ued to be a breach of this Agreement The City also reserves its unqualified right to require at any time and for any reason, proof of coverage m the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. 4 Rev. 7/14 11. MISCELLANEOUS. A Licenses aad Taxes. Vendor shall possess a curtent Bremerton Business License and any regulatory license requued to fulfill Vendor"s obligations uader this contract. B&O taxes shall be paid when due, and Vendor, by this agreement, assigns any gayments due under this contract to the City Clerk for payment of such taxes which have been declared delinquent� B. Conflict end Precedence. In the event of a conflict between the contract documents, the docoment which rates lugher on the foIlowing list shall take precedence: 1. Addenda, if anY, 2. Cantract, 3. Specifications, 4. Terms and Conditions, S. Contracto�s proposal. • C. Documents Incoiporated by Reference. The following documents are incorporated by reference, to mclude, but not be limited to: 1. Terms and Coaditions, 2. Specifications, 3. Proposal, and 4. Non-Collusion Affidavit. D. Use of Photo�a�hs and Ima¢es. Vendor shall not use or distribute photographs or images depicting City officiais, personnel, property, or equipment whether prepared by Vendor or provided by City without prior written consent of the City. The City will not unreasonably withhold its consenk E. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement the Vendor, its subcon�actors, or any person acting on behalf of Vendor shall not, by reason of race, religion, color, sex, sexual orientation, national origin, or the presence of any sensory, mentai, or physical disability, discriminate against any person who is qualified and available to perform the work W whicb the employment relates. F. Comvliance with Laws. Vendor shall comply vuith all federal, state and local laws, rules and regulations throughout every aspect in the performance of this Agreement G. Work Performed at Vendor's Risk. Vendor shall take all precautians necessary aad shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this Agreement All work shall be done at Vendor's own risk, and Vendor shall be responsble for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. H. Goveming Law. This Agreement shall be governed and conshued in accordance with the laws of the State of Washington. If any dispute arises between the City and Vendor under azry of the provisions of tlus Agreement, resolution of that dispute shall be available exclusively under the jurisdiction, venue and rules of the Kitsap County Superiar Court, Kitsap County, Washington I. Attorne�s Fees. In aay claim or lawsuit for damages arisi.ng from the parties' performance of this Agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incuired in defendiag or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under 5 Rev. 7/14 J K. L. M. N. Section 9.of this .4�eement. Written Notice. All commuaications regarding this A.greement shall be sent to the parties at the addresses listed below, unless otherwise notified Any written notice sball become effective upon delivery, but in aay event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address statsd in this Agreement Notices to be sent to: � �•• Attn: Sr. Account Director Kaye - Smith 4101 Oakesdale Avenue SW Reatoa, WA 98057 Notices to be seat to: CTTY: Attn: Utility Billing Supervisor City of Bremerton 100 Oyster Bay Ave N Bremerton, WA 98312 Assignment Any assigament of this Agreement by the Vendor without the written consent of the City shall be vaid. Modification. No waiver, alteratioq or modification of any of the provisions of this Agreement shall be binding ualess in writing and signed by a duly authorized iepreseatative of the City and Vendor. Seve�bilitv. If any one or more seotions, sub-sections, or senteaces of ttus Agreement are held to be uaconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this Agreement and the remaindar shall remain in full force and effec� Entire A�reement� The written provisions and terms of this Agreement; together with aay attached F.xhibits, supersede all prior verbal statements by aay representative of the City, aad thoae statements sball not be construed as forming a part of or altering in any manner this A�reement This Agreemeat and any attached Exhtbits contain the entire Agreement between the parties. Should any language in any Extubit to tlus Agreement conflict with aay language contained in ttris Agreement, the terms of this Agreement shall prevail. IN WTTNESS WI�REOF, the parties below have executed this Agreemen� /�►1� �7:� Kaye – Smith � By. �z..– Print'Name: �a�y Sa,k..E-��,//� IGS: i�� G�-i.i I2.-v-� �s.e.-iti-- Date: 9/i�/i�.! — CITY: City of Bremerton By. � Print Name: Lent Its: Mayor Date: ' APPROV�D AS.T RM: By: � • Brem rto City Attorney A . B. Ciry Clerk 6 Rev. 7/14 Contract Number: 5328 Vendor: KAYE-SMITH Subject: Statement Processing Department: Utility Billing File Class: LEG 12-1 Begin Date: 7/24/2006 End Date: Review Date: 1/1/2015 Vault Date: Comments: Renews Annually City of Bremerton Statement Processing March 24, 2006 Statement Processing for Prepared by: City of Bremerton Statement Processing March 24, 2006 The purpose of this document is to present Kaye -Smith's proposal to in the processing of Statements for the City of Bremerton This document will list Team Members, Kaye -Smith's Project Manager, and contact mformation. It will indicate specifications, turnaround time, and pricing. If you have any questions or comments please contact the Project Manager. Kaye -Smith Team Members: Account Coordinator: Mark Morrison Contact information E-mail I Desktop Phone Cell Phone Mark.morrison esmith.com 425 462-3201 20 375 - 2045 Internal Coordinator: Robert O'Dell Contact Information E-mail Desktop Phone Cell Phone Robert.odell cr ka esmith.com (425) 254-3045 Database Manager: John Davila Contact Information E-mail =Desktop Phone Cell Phone John.Davila cr ka esmith.com (425 254-3120 206) 375-2030 Sales Manager: Mike Hatfield Contact Information E-mail I Desktop Phone Cell AP hone 1 (425) 227-3189 206) 375-2011 Project Manager: Mark Morrison City of Bremerton Statement Processing March 24, 2006 Scope of Work: Kaye -Smith will receive four files monthly from Bremerton in the approximate amount of 10,000 for regular customers and 2,000 delinquent customers. Kaye -Smith will use this data to format, image, fold, insert and mail a single statement or delinquent notice per name. One insert per statement (provided by COB) is included in the pricing. A business return envelope will also be included. All postage will be via meter and postage costs will be invoiced as a liability account (will appear on the invoice). Size - Kaye -Smith has estimated this using a standard sheet size of 8.5" x 11"pre-imaged on two sides. See base stock pricing below. Turnaround — Statements will mail within 48 hours after receipt of file. Price: Price is broken into two areas: Development and Processing. Development costs are defined as all work done in preparation to receive and correctly process files. Processing is defined as the act of receiving, formatting, imaging, inserting, and mailing. These costs are as follows: Development Number of Hours Timeframe Total Cost 72 1 Four to Six Weeks* $9,600.00** 0 Timefimme could be longer based on the customers needs & requirements " To be determined by datubm conversations with COB data personnel Processing Number of Files Received Rate 12,000 per month $142.98 / M Base Stock Item Qty Cost #10 Envelope 60M $29.06 / M # 9 Envelope 60M $38.09 / M Base Stock 160M $29.89 / M Inserts Quantity I Rate Per pallet — may hold up to four items 1 $18.00 per bin We anticipate a maximum of three pallets per month. City of Bremerton Statement Processing March 24, 2006 Additional costs may be incurred due to: Inserts, marketing messages, or other custom development. These prices will be in effect for two calendar years beginning in May of 2006. Any increases due to raw material cost (paper, etc) must be mutually agreed upon by both parties. A one year extension may be added at the discretion of both parties at the end of that two-year period Either party may dissolve this contract upon sixty days written notice. As stated above please contact the Project Manager if you have any questions or comments regarding this proposal. Approved by: Z 0� City o Bremerton Date Kaye -Smith Date City of Bremerton and Kaye-Smith Amendment 2 11 AMENDMENT 2 to the GOODS AND SERVICES AGREEMENT FOR UTILITY BILLING PRINTING AND MAILING SERVICE This is the second amendment to the contract for Utility Billing Printing and Mailing Service entered into on the 2nd day of October, 2014 ("the Contract"), between the City of Bremerton ("City " ) and Kaye - Smith ("Vendor"). Whereas the City and Vendor entered into the Contract wherein the vendor provides Utility Billing Printing and Mailing Service, as stated in the Contract; and Whereas, the City and vendor wish to extend the Contract for an additional two years, with all existing prices, conditions and specifications; and Whereas, this is the second contract extension anticipated for this required service, and that the contract allows for three two - year extensions; and Whereas, the parties wish to amend the Contract under Section 2, 11 "TERM" to effectuate the two - year Contract extension. NOW, THEREFORE, in consideration of the terms and conditions contained herein, the City and Vendor mutually agree that Section 2 of the Contract is amended as follows: 2. TERM: The term of this agreement shall commence on (October 3, 2020) and will terminate on (October 2, 2022) unless terminated earlier pursuant to this agreement. A. CONTRACT EXTENSION: The term of this agreement is extended to October 2, 2022. DocuSign Envelope ID: 2EE72DFD-28D0-414C-AF0E-E0E648F9E396 City of Bremerton and Kaye-Smith Amendment 2 This document will become a supplement to the Contract and all provisions will apply hereto. All other terms of the agreement not specifically amended here in shall remain in full force and effect. In Witness hereof: CITY OF BREMERTON By:_______________________ Grey Wheeler, Mayor Date:______________________ KAYE-SMITH By:________________________________ Date:_______________________________ APPROVED AS TO FORM: By:_______________________ Roger Lubovich, City Attorney Date: ________________________ ATTEST: By: ___________________________ Angela Hoover, City Clerk Date: __________________________ DocuSign Envelope ID: 2EE72DFD-28D0-414C-AF0E-E0E648F9E396 10/16/2020 10/19/2020 Randy GiffordRandy Gifford 10/23/2020 10/23/2020 07 14:36 3604732330 BREMERTON UTILITIES PAGE 04 City of lreMerton Statement Processing March 24, 2006 Additional costs may be incurred due to: Inserts, marketing messages, or other custom development. These pnces will be in effect for two calendar years beginning in May of 2006. Any increases due to raw material cost (paper, etc) must be mutually agreed upon by both patties. A one year extemion may be added at the discretion of both parties at the end of that two-year period. Either party may dissolve this contract upon sixty days wAtten notice. As stated above please contact the Project Manager if you have any questions or comments regarding this proposal. Approved by: City o Bremerton Date Kaye -Smith Date AMENDMENT 1 TO GOODS AND SERVICES AGREEMENT FOR UTILITY BILLING PRINTING AND MAILING SERVICE This is the first amendment to the contract for Utility Billing Printing and Mailing Service entered into on the 2nd day of October, 2014 ("the Contract"), between the City of Bremerton ("City") and Kaye - Smith ("Vendor"). Whereas, the City and Vendor entered into the Contract wherein the vendor provides Utility Billing Printing and Mailing Service, as stated in the Contract; and Whereas, the City and vendor wish to extend the Contract for an additional two years, with all existing prices, conditions and specifications; and Whereas, this is the first contract extension anticipated for this required service, and that the contract allows for three two — year extensions; and Whereas, the parties wish to amend the Contract under Section 2, "TERM" to effectuate the two — year Contract extension. NOW, THEREFORE, in consideration of the terms and conditions contained herein, the City and Vendor mutually agree that Section 2 of the Contract is amended as follows: 2. TERM: The term of this agreement shall commence on ( October 2, 2014 ) and will terminate on ( October 2, 2020) unless terminated earlier pursuant to this agreement. A. CONTRACT EXTENSION: The term of this agreement is extended to October 2, 2020. This document will become a supplement to the Contract and all provisions will apply hereto. All other terms of the agreement not specifically amended here in shall remain in full force and effect. 1 IN WITNESS WHEREOF the parties hereto have executed this Amendment the date and year indicated. ,,VVjM�1,V1wS Print Name 4) Its U\j Greg h eler, Mayor 23,,=* • M Roger A.Luno City ) ktto rney Received for filing: QTV � Angela WYbds, City Clerk 0 Date 1-2-119 12018 Date GOODS AND SERVICES AGREEMENT 7MS AGREE , is entered into between the City of Brem2-10n, a Washington Municipal Corporation ("City?), and Kaye - Smith ("Vendor"), whose mailing address is; 4101 Oakesdale. Avenue SW, Renton, WA 9SO57 The parties agree as follows: 1. VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for the City: Printing, inserting and mailing services for the City's utility bills and delinquent notices. 2. TERM. This Agreement will terminate on October 1, 2015 unless the parties agree to an extension as provided in this paragraph or a party terminates the Agreement pursuant to Paragraph S. Prior to the termination date provided herein, the patties may mutually agree to extend the agreement an additional two years, The parties may agree to a total of three such two-year extensions. 3. COMPENSATION. The City shall pay the Vendor the following amounts according to the following schedule, plus applicable Washington State Sales Tax, for the goods, materials and services contemplated in this Agreement See Attached pricing sheet. A_ Dgkc0or Lzhu Work The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services on its own or from a third party, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct the cost to complete this Agreement, including any Additional Costs, from any and all amounts due or to become due the Vendor. 4. INDEPENDENT CONTRACTOR Contractor is and shall be at all times acting as an independent contractor and not as an employee of the City. The Contractor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability insurance compensation, unemployment compensation, and all other payroll deductions for the Contractor, officer, agents, employees and sub -contractors. The Contractor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Contractor's officers, agents, employees and sub -contractors, 5. TERMINATION. This Agreement shall remain in force until completion of the term as provided in Paragraph 2, terminated ----by--the both parties in writing, -terminated by the City for good cause as provided in this paragraph, or terminated by the City for convenience.. "Good cause" shall include, without limitation, any one or more of the following events: A. The Vendor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of this Agreement B. The Vendor's failure to complete this Agreement within the time specified in this Agreement. C. The Vendor's failure to make full and prompt payment to subcontractors or for material or labor. D. The Vendor's failure to comply with federal, state or Iocal laws, rules or regulations. E. The Vcndofs filing for bankruptcy or becoming adjudged bankrupt Rev. 7/14 If the City terminates this Agreement for good cause, the Vendor shall not receive any further monies due under this Agreement until the goods, materials, and services required by this Agreement are completed and fully performed by the City or a third party of the City's choosing. 6. CHANGES. The City may issue a written change order for any change in the goods, materials or services to be provided during the performance of this Agreement If the Vendor determines, for any reason, that a change order is necessary, Vendor must submit a written change order request to an authorized agent of the City within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the change order work upon receiving either a written change order from the City or an oral order from the City before actually receiving the written change order. If the Vendor fails to require a change order within the time allowed, the Vendor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work If the Vendor disagrees with the equitable adjustment the Vendor must complete the change order work, however, the Vendor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Vendor. If the Vendor disagrees with anything required by a change order, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor shall: 1. Immediately give a signed written notice of protest to the City, 2. Supplement the written protest within fourteen 114) calendar days with a written statement that provides the following information: a. The date of the Vendor's protest. b. The nature and circumstances that caused the protest. C. The provisions in this Agreement that support the protest. d. The estimated dollar cost, if any, of the protested work and how that estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. 3. The Vendor shall keep complete records of extra costs and time incurred as a result of the protested work The City shall have access to any of the Vendor's records needed for evaluating the protest The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment, No adjustment will be made for an invalid protest B. "Vendor's Duty to Corwlete Protested Work. In spite of any protest, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement_ C. Vendor's Acceptance of Changes. The Vendor accepts all requirements of a change order by. (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and nonsequential costs, including costs of delays related to any work, either covered or affected by the change. - -- Rev. 7/14 D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procetiuter Constitutes Waiver. By failing to follow the procedures of this section. the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). 7. CLAIMS. The Vendor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement; or, if (and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Vendor knew, or should have known, of the facts giving rise to the claim. At a minimum, a Vendor's written claim must include the information set forth regarding protests in Section 6(A)(2)(a)-(e). FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. Vendor must, in any event, file any claim or bring any suit arising from or connected with this Agreement within 120 calendar days from the date the contract work is complete. S. WARRANTY. The Vendor shall correct all defects in workmanship and materials within one year from the date of the City's acceptance of the Contract work When defects are corrected, the warranty for that portion of the work shall extend for one year from the date such correction is completed and accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect If the Vendor does not accomplish the corrections within a reasonable time, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction_ 9. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and aU claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement Vendor's obligation to indemnify shall not extend to that portion of damages caused by the City's sole negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Vendor and the City, its officers, officials, employees, agents and volunteers, the Vendor's liability hereunder shall be only to the extent of the Vendor's negligence. 3 Rev. 7114 IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL. I.NMURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMRmcATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. 10. INSURANCE. The Vendor shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Contract work by the Vendor, its agents, representatives, employees or subcontractors. Before beginning work on the project described in this Agreement, the Vendor shall provide a Certificate of Insurance evidencing: 1. Automobile Liability instrance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage, Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; and employees liability. Any payment of deductible or self-insured retention shall be the sole responsibility of the Vendor. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which shall be provided on a "claims -made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Vendor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies. The Vendor's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against wham claim is made or suit is brought, except with respects to the limits of the insanes liability. The Vendor's insurance shall be primary insurance as respects the City and it shall be an affirmative obligation upon Vendor 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's 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 The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the h mace policy with all etndorueluents as evidence of coverage. 4 Rev. 7114 11. MISCELLANEOUS. A- Licenses and Taxes. Vendor shall possess a current Bremerton Business License and any regulatory license required to fulfill Vendor's obligations under this contract. B&O taxes shall be paid when due, and Vendor, by this agreement, assigns any payments due under this contract to the City Clerk for payment of such tares which have been declared delinquent. B. Conflict and Precedence. In the event of a conflict between the contract documents, the document which rates higher on the following list shall take precedence: 1. Addenda, if any, 2. Contract, 3. Specifications, 4. Terms and Conditions, S. Contractors proposal. C. Documents IncgM9Ep ed by Reference. The following documents are incorporated by reference, to include, but not be limited to: I. Terms and Conditions, 2, Specifications, 3. Proposal, and 4. Non -Collusion Affidavit D. se of Photographs and Images. Vendor shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Vendor or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. E. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement the Vendor, its subcontractors, or any person acting on behalf of Vendor shall not, by reason of raze, religion, color, sex, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. F. ConiphLu a with Laws. Vendor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this Agreement G. qr_k Performed at Vendor's Risk. Vendor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this Agreement All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work H. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Vendor under any of the provisions of this Agreement, resolution of that dispute shall be available exclusively under the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington. 1. AttnmeVs Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under 5 Rev. '7114 Section 9 of this Agreement. J. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, unless otherwise notified Any written notice shall become effective upon delivery, but in any event three (3) calendar days atter the date of mailing by registered or certified mail, and shall be deemed sufficiently given if seat to the addressee at the address stated in this Agreement Notices to be sent to: Notices to be sem to: Attn: Sr. Account Director Attn: UtilityBilling Supervisor Kaye - Smith City of Bremerton 4101 Oakesdale Avenue SW 100 Oyster Bay Ave N Renton, WA 98057 Bremerton, WA 98312 K.si ent Any assignment of this Agreement by the Vendor without the written consent of the City shall be void L Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duty authorized representative of the City and Vendor. M. Severability. If any one or more sections, sub -sections, or sentences of this Agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this Agreement and the remainder shall remain in full force and effect N. Entire Agreement The written provisions and terms of this Agreement, together with any attached Exhibits, supersede all prior verbal statements by any reprusentative of the City, and those statements shall not be construed as foraying a part of or altering in any manner this Agreement This Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any language in any Exhibit to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. IN WITNESS WHEREOF, the parties below have executed this Agreement VENDOR: CITY: Kaye — Smith City of Bremerton By- By. (?44 Print Name:Print Name: Dent 1ts: 11A C. ..sr ,t.� ..L�- . Its: Mayor Date: 9/t,A/i<! Date APPROVED AS,T RM: )- Breen City Attorney r A City Clerk 6 Rev. 7/14 DATE(MM/DD/YYYY) A�o° CERTIFICATE OF LIABILITY INSURANCE 8/29/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Kelsey Spaniel Arthur J. Gallagher Risk Management Services, LLC PHONE FAX 1501 Market Street (A/C,No,Ext): 425-586-1011 (A/C,No): Suite 250 ADODRESS: Kelsey_Spaniel@ajg.com Tacoma WA 98402 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hanover Insurance Companies INSURED INSURER B: Kaye-Smith Enterprises, Inc. 700 112th Avenue NE, #302 INSURERC: Bellevue, WA 98004 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1321460448 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y ZZ2918987215 8/30/2024 8/30/2025 EACH OCCURRENCE $1000000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $100000 MED EXP(Any one person) $10000 PERSONAL&ADV INJURY $1000000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2000000 POLICY PRO X LOC JECT PRODUCTS-COMP/OP AGG $2000000 OTHER: $ A AUTOMOBILE LIABILITY AW2919003015 8/30/2024 8/30/2025 COMBINED SINGLE LIMIT $1000000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED x NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION N ZZ2918987215 8/30/2024 8/30/2025 PER AND EMPLOYERS'LIABILITY Y/N STATUTE ER WA Stop Gap ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Bremerton is included as Additional Insured on the General Liability policy,as per attached.The insurance provided in the General Liability policy is primary and any other insurance shall be excess only,and not contributing. CERTIFICATE HOLDER CANCELLATION 30 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Bremerton 345 6th Street, Suite 100 AUTHORIZED REPRESENTATIVE Bremerton WA 98337 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured —Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage —Borrowed Equipment, Customers Goods& Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments—Extended Reporting Period Included 9. Newly Acquired or Formed Organizations-Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional insured(s) Permit designated in the contract, agreement or The following is added to SECTION II — WHO IS permit; AN INSURED: (2) Premises you own, rent, lease or occupy; Additional Insured by Contract, Agreement or or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you equipment leased to you. agreed in a written contract, written agreement b. The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1) Only applies to the extent permitted by additional insured only with respect to liability law; and for "bodily injury", "property damage", or "personal and advertising injury" caused, in (2) Will not be broader than the insurance whole or in part, by your acts or omissions, or which you are required by the contract, the acts or omissions of those acting on your agreement or permit to provide for such behalf, but only with respect to: additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 1 of 4 (3) Applies on a primary basis if that is advertising injury" involved the rendering required by the written contract, written of or failure to render any professional agreement or permit. services by or for you. (4) Will not be broader than coverage d. With respect to the insurance afforded to provided to any other insured. these additional insureds, the following is (5) Does not apply if the "bodily injury", added to SECTION III — LIMITS OF "property damage" or "personal and INSURANCE: advertising injury" is otherwise excluded The most we will pay on behalf of the from coverage under this Coverage Part, additional insured for a covered claim is the including any endorsements thereto. lesser of the amount of insurance: c. This provision does not apply: 1. Required by the contract, agreement or (1) Unless the written contract or written permit described in Paragraph a.; or agreement was executed or permit was 2. Available under the applicable Limits of issued prior to the "bodily injury", "property Insurance shown in the Declarations. damage", or "personal injury and This endorsement shall not increase the advertising injury". applicable Limits of Insurance shown in the (2) To any person or organization included as Declarations. an insured by another endorsement 2. Additional Insured — Primary and Non- issued by us and made part of this Contributory Coverage Part. The following is added to SECTION IV — (3) To any lessor of equipment: COMMERCIAL GENERAL LIABILITY (a) After the equipment lease expires; or CONDITIONS, Paragraph 4. Other insurance: (b) If the "bodily injury", "property Additional Insured — Primary and Non- damage", "personal and advertising Contributory injury" arises out of sole negligence of If you agree in a written contract, written the lessor agreement or permit that the insurance provided to (4) To any: any person or organization included as an (a) Owners or other interests from. whom Additional Insured under SECTION II — WHO IS land has been leased which takes AN INSURED, is primary and non-contributory, place after the lease for the land ex- the following applies: pires; or If other valid and collectible insurance is available (b) Managers or lessors of premises if: to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our (i) The occurrence takes place after obligations are limited as follows: you cease to be a tenant in that premises; or a. Primary Insurance (ii) The "bodily injury", "property This insurance is primary to other insurance damage", "personal injury" or that is available to the Additional Insured "advertising injury" arises out of which covers the structural alterations, new con- Additional Insured as a Named Insured. We struction or demolition operations will not seek contribution from any other performed by or on behalf of the insurance available to the Additional Insured manager or lessor. except: (5) To "bodily injury", "property damage" or (1) For the sole negligence of the Additional "personal and advertising injury" arising Insured; out of the rendering of or the failure to (2) When the Additional Insured is an render any professional services. Additional Insured under another primary This exclusion applies even if the claims liability policy; or against any insured allege negligence or (3) when b. below applies. other wrongdoing in the supervision, hiring, employment, training or monitoring If this insurance is primary, our obligations are of others by that insured, if the not affected unless any of the other insurance "occurrence" which caused the "bodily is also primary. Then, we will share with all injury" or"property damage" or the offense that other insurance by the method described which caused the "personal and in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 2 of 4 b. Excess Insurance insurer contributes equal amounts until it has (1) This insurance is excess over any of the paid its applicable limit of insurance or none of other insurance, whether primary, excess, the loss remains, whichever comes first. If any contingent or on any other basis: of the other insurance does not permit contribution by equal shares, we will contribute (a) That is Fire, Extended Coverage, by limits. Under this method, each insurer's Builder's Risk, Installation Risk or share is based on the ratio of its applicable similar coverage for"your work"; limit of insurance to the total applicable limits (b) That is Fire insurance for premises of insurance of all insurers rented to the Additional Insured or 3. Blanket Waiver of Subrogation temporarily occupied by the Additional Insured with permission of the owner; The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights Additional Insured to cover the Of Recovery Against Others To Us: Additional Insured's liability as a tenant for "property damage" to We waive any right of recovery we may have premises rented to the Additional against any person or organization with whom you Insured or temporarily occupied by the have a written contract that requires such waiver Additional with permission of the because of payments we make for damage under owner; or this coverage form. The damage must arise out of your activities under a written contract with that (d) If the loss arises out of the person or organization. This waiver applies only to maintenance or use of aircraft, "autos" the extent that subrogation is waived under a or watercraft to the extent not subject written contract executed prior to the "occurrence" to Exclusion g. of SECTION I — or offense giving rise to such payments. COVERAGE A — BODILY INURY AND PROPERTY DAMAGE 4. Bodily Injury Redefined LIABILITY. SECTION V — DEFINITIONS, Definition 3. "bodily (2) When this insurance is excess, we will injury" is replaced by the following: have no duty under Coverages A or B to 3. "Bodily injury" means bodily injury, sickness or defend the insured against any"suit" if any disease sustained by a person including death other insurer has a duty to defend the resulting from any of these at any time. "Bodily insured against that "suit". If no other injury" includes mental anguish or other insurer defends, we will undertake to do mental injury resulting from "bodily injury". so, but we will be entitled to the insured's 5. Broad Form Property Damage — Borrowed rights against all those other insurers. Equipment, Customers Goods, Use of (3) When this insurance is excess over other Elevators Insurance, we will pay only our share of a. SECTION I —COVERAGES, COVERAGE A— the amount of the loss, if any, that BODILIY INJURY AND PROPERTY exceeds the sum of: DAMAGE LIABILITY, Paragraph 2. (a) The total amount that all such other Exclusions subparagraph j. is amended as insurance would pay for the loss in the follows: absence of this insurance; and Paragraph (4) does not apply to "property (b) The total of all deductible and self damage" to borrowed equipment while at a insured amounts under all that other jobsite and not being used to perform insurance. operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage"to "customers goods" while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 3 of 4 a. worked on; or 10. Non-Owned Watercraft b. used in your manufacturing process. SECTION I — COVERAGES, COVERAGE A c. The insurance afforded under this provision is BODILY INJURY AND PROPERTY DAMAGE excess over any other valid and collectible LIABILITY, Paragraph 2. Exclusions, property insurance (including deductible) subparagraph g.(2) is replaced by the following: available to the insured whether primary, g. Aircraft, Auto Or Watercraft excess, contingent (2) A watercraft you do not own that is: 6. Knowledge of Occurrence (a) Less than 51 feet long; and The following is added to SECTION IV — (b) Not being used to carry persons or COMMERCIAL GENERAL LIABILITY property fora charge; CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: This provision applies to any person who, with your consent, either uses or is e. Notice of an "occurrence", offense, claim or responsible for the use of a watercraft. "suit" will be considered knowledge of the insured if reported to an individual named 11. Supplementary Payments Increased Limits insured, partner, executive officer or an SECTION I — SUPPLEMENTARY PAYMENTS "employee" designated by you to give us such COVERAGES A AND B, Paragraphs 1.b. and a notice. 1.d.are replaced by the following: 7. Liberalization Clause 1.b.Up to $2,500 for cost of bail bonds required The following is added to SECTION IV — because of accidents or traffic law violations COMMERCIAL GENERAL LIABILITY arising out of the use of any vehicle to which CONDITIONS: the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. Liberalization Clause 1.d.All reasonable expenses incurred by the If we adopt any revision that would broaden the insured at our request to assist us in the coverage under this Coverage Form without investigation or defense of the claim or "suit", additional premium, within 45 days prior to or including actual loss of earnings up to $1000 a during the policy period, the broadened coverage day because of time off from work. will immediately apply to this Coverage Part. 12. Unintentional Failure to Disclose Hazards 8. Medical Payments — Extended Reporting Period The following is added to SECTION IV — a. SECTION I —COVERAGES, COVERAGE C— COMMERCIAL GENERAL LIABILITY MEDICAL PAYMENTS, Paragraph 1. CONDITIONS, Paragraph 6. Representations: Insuring Agreement, subparagraph a.(3)(b) We will not disclaim coverage under this Coverage is replaced by the following: Part if you fail to disclose all hazards existing as of the inception date of the policy provided such (b) The expenses are incurred and reported failure is not intentional. to us within three years of the date of the accident; and 13. Unintentional Failure to Notify b. This coverage does not apply if COVERAGE The following is added to SECTION IV — C — MEDICAL PAYMENTS is excluded either COMMERCIAL GENERAL LIABILITY by the provisions of the Coverage Part or by CONDITIONS, Paragraph 2. Duties in the Event endorsement. of Occurrence, Offense, Claim or Suit: 9. Newly Acquired Or Formed Organizations Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an SECTION II — WHO IS AN INSURED, Paragraph "occurrence", offense, claim or"suit", solely due to 3.a. is replaced by the following: your reasonable and documented belief that the a. Coverage under this provision is afforded until "bodily injury" or "property damage" is not covered the end of the policy period. under this policy. ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 4