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HomeMy WebLinkAbout01/25/2017 AGENDA PACKETCITY COUNCIL 345 6th Street, Suite 600, Bremerton, WA 98337 I Phone (360) 473-5280 JANUARY 25, 2017 CITY COUNCIL STUDY SESSION 5:00 PM in COUNCIL CONFERENCE ROOM 603 The Study Session is open to the public but there will be no opportunities for input or participation; no action is anticipated during the Study Session; and the content of these items is subject to change. If approved by Council, the items will be placed on the February 1, 2017 Council Meeting Agenda: A. INFORMATION BRIEFINGS 1. Update by the Salvation Army — Jim Adrian, Salvation Army Board of Directors; Sheryl Piercy, Salvation Army Social Services Director; and Robin O'Grady, with Kitsap Connect 2. Briefing on "4th Street Trees" Assessment Report — Thelma Swem, Risk Management Specialist; and Milenka Hawkins -Bates, Public Works Administration Division Manager B. NO PRESENTATION PLANNED — The following items are budgeted items or subjects that have been reviewed by the appropriate Council Committee Members: 1. 2017 Excess Liability Coverage and Crime Insurance 2. Tourism Promotion Services Agreement with Bremerton Chamber of Commerce 3. Tourism Promotion Services Agreement with Bremerton Symphony Association 4. Tourism Promotion Services Agreement with Bremerton Historic Ships Association 5. Contract Award to JMG Constructors, LLC for the Reservoir 4 Cover Replacement Project 6. Interlocal Agreement with Kitsap County to Share Installation Costs of Lining a Sewer Main under State Route 3 7. Contract Award for Highway Safety Improvements Project - Phase II and Puget Sound Navy Safety Project Bids to be opened on January 31... 8. Supplemental Agreement No. 3 with KPG for Highway Safety Improvements Project - Phase 9. Proposed Public Hearing and Resolution adopting the amended 2017-2022 Six -Year Transportation Improvement Plan 10. Services Reimbursement Agreement with the Kitsap Public Health District to Provide Security Services at the Salvation Army C. BRIEFINGS AND FULL PRESENTATIONS 1. Confirm Appointment of DeWayne Pitts as the Director of Financial Services 2. Proposed Public Hearing (1 of 2) on Amendment No. 1 for a One -Year Extension of the Sub - Concession and Assignment of Concession Agreement with the Olympic Soccer and Sports Center (OSSC), LLC D. GENERAL COUNCIL BUSINESS Finance and Investment Committee Briefing — Chair Richard Huddy Other General Council Business (As necessary...) E. ADJOURNMENT OF STUDY SESSION ® Americans with Disabilities Act accommodations provided upon request. Those requiring special accommodations should contact the City Clerk's Office at (360) 473-5323 at least 24 hours prior to the meeting. INFORMATION ONLY ITEM CITY OF BREMERTON CITY COUNCIL SUBJECT: Update by the Salvation Army Study Session Date Presenter: January 25. 2017 Jim Adrian, Salvation Army Board of Directors; and Robin O'Grady, Kitsap Connect Program Coordinator (360) 373-5550 Salvation Phone: Armv Main Office SUMMARY: A briefing will be provided on a collaborative project with The Salvation Army, Kitsap Connect, and other local social services. HANDOUTS: N/A STUDY SESSION AGENDA Form Created 5/4/15 ❑ No Presentation 0 Full Presentation SUBJECT: Briefing on 'A" Street Trees" Assessment Report INFORMATION ONLY ITEM �� CITY OF BREMERTON CITY COUNCIL Study Session Date: January 25, 2017 Presenters: Thelma Swem, Risk Management (360) 473-5302; and Milenka Hawkins -Bates, Public Works & Utilities (360) 473-5333 SUMMARY: A briefing will be provided on the results of an Assessment Report submitted by Sound Urban Forestry, LLC of the landscaping trees located along 4t" Street between Washington and Pacific Avenues. HANDOUTS: 1) Memo; 2) Assessment Report; and 3) Tree Location Map STUDY SESSION AGENDA: ❑ No Presentation o Full Presentation Form Created 5/4/15 SUF SOUND URBAN FORESTRY,LLC Appraisals — Site Planning — Urban Landscape Design and Management Environmental Education — Environmental Restoration — Risk Assessments 11/30/16 City of Bremerton Public Works and Utilities Milenka Hawkins -Bates, Admin. Division Manager 100 Oyster Bay Avenue North Bremerton, WA 98312 RE: 4th Street Tree Assessment Ms. Hawkins -Bates: The following is a report concerning my recent assessment of trees located within the City of Bremerton's ROW along 4th Street, between Pacific and Washington Avenues. I met with several representatives of the City on November 29 and evaluated a total of 15 trees. I was asked to determine whether the trees are considered risks due to above ground failure (branches/stems) or below ground due to cracking or lifting of the adjacent sidewalk panels. This is based on current conditions and those anticipated for the next 5 years. The following information presents my findings and recommendations centered on these concerns. Field Data and Recommendations Each of the following trees was given Level 2 risk assessments as defined by the International Society of Arboriculture. Table 1 presents a complete summary of my assessments; please see the attached aerial for the location of the trees. All of the trees are situated within 4'x4' sidewalk cutouts. Table 1. ComDlete Assessment Summary ID# Species DRH Condition Comments b,o Recommendations (in) x Bradford No lifting of the Retain tree, can last 5 years. Prune tree 1 Peas 14 Fair sidewalk at this time. Low to reduce end weight of specific branches. Bradford Roots are lifting Remove tree, there is not enough 2 Peas 15 Fair sidewalk and asphalt. High thickness left of the sidewalk to last 5 years. Bradford Past major co - Remaining canopy structure of tree is 3 Peas 15 Poor dominant stem High compromised. Remove tree. failure. Bradford Roots are lifting Retain tree, can last 5 years. Prune tree 4 Peas 14 Fair sidewalk but not by Low to reduce end weight of specific much. branches. Bradford Roots are lifting 5 Peas 12 Fair sidewalk but not by Low Retain tree, can last 5 years. much. Roots are slightly 6 Bradford 15 Fair lifting the sidewalk Low Retain tree, can last 5 years. Pear which has already been ground. Roots are lifting Remove tree, there is not enough 7 Bradford 15 Fair sidewalk which has High thickness left of the sidewalk to last 5 Pear already been ground several times. years. Past co -dominant 8 Bradford 15 Poor stem failure, decay High The tree is structurally unsound. Peas present within the Remove tree. main stem. Roots are lifting the Retain tree, can last for 5 years. Prune 9 Bradford 14 Fair sidewalk which has Moderate to reduce the end weight of specific Peas already been ground branches. If necessary the lifted once. sidewalk panels can be ground again. Retain tree, can last for 5 years. Prune 10 Bradford 10 Fair Roots are lifting the Moderate to reduce the end weight of branches. . Peas sidewalk If necessary the lifted sidewalk panels can be ground. ID# Species Condition Comments Recommendations (in) CG Roots are lifting the Retain tree, can last for 5 years. Prune 11 Bradford 11 Fair sidewalk which has Moderate to reduce the end weight of specific Pear already been ground branches. once. Tree is structurally Bradford unsound due to past 12 Peas 14 Poor scaffold branch High Remove tree. failure. Roots are lifting the sidewalk Bradford Roots are slightly Retain tree, can last for 5 years. Prune 13 Peas 15 Fair lifting the sidewalk Low to reduce the end weight of branches and crown height. 14 Bradford 14 Fair Tree has poor Moderate Retain tree, can last for 5 years. Prune Peas structure. to reduce the end weight of branches. 15 Bradford 15 Fair Tree has poor Moderate Retain tree, can last for 5 years. Prune Peas structure. to reduce the end weight of branches. Summary With regards to the roots lifting and damaging the sidewalk panels and curbs, there are no options of prescribing root pruning or barriers. The assessed trees are too large and the required cuts to the roots would greatly increase the likelihood of failure or severe stress. On top of the impacts, these would only be temporary solutions. Sidewalk grinding has and can be applied but in several cases, there is only a limited amount of sidewalk thickness remaining and cannot be continued. With some of the trees, the roots are only slightly affecting the sidewalk and their canopy structure is more of a concern. Specific pruning has been recommended to reduce the weight of the branches and therefore lessen the chance of co -dominant stem or large branch failures. In addition to the 15 trees, there are 4 pyramidal European hornbeam and 1 Princeton Sentry Norway maple along 4th Street that are not causing any sidewalk damage or in need of pruning. Professionally Submitted, Kevin M. McFarland, Principal Consulting Forester ISA Certified Arborist PN -0373 & ISA Tree Risk Assessment Qualified Sound Urban Forestry, LLC 1910 E. 4th Ave., PMB 97 Olympia, WA 98506 References ANSI A300 (Part 9 — 2011) — American National Standard for Tree Care Operations Tree, Shrub, and Other Woody Plant Management Standard Practices (Tree Risk Assessment a. Tree Structure Assessment). American National Standards Institute, Inc. Washington D.C. 14 pgs. Dunster, Dr, Julian et al. 2013. Tree Risk Assessment Manual. International Society of Arboriculture. Champaign, IL. Mattheck, C. & Brelor, H (1998). The body language of trees. A handbook for failure Analysis. Research for Amenity Trees No. 4. The Stationary Office, London. Smiley, E. Thomas, Nelda Matheny and Sharon Lilly. 2011. Best Management Practices Tree Risk Assessment. International Society of Arboriculture. Champaign, IL. Tree Location Mau AGENDA BILL CITY OF BREMERTON B1 CITY COUNCIL SUBJECT: 2017 Excess Liability Coverage and Crime Insurance Study Session Date COUNCIL MEETING Date Department Presenter: Phone January 25, 2017 February 1, 2017 City Attorney's Office — Risk Management Thelma Swem 360-473-5302 SUMMARY: The Bremerton Municipal Code authorizes the Risk Management Specialist, with the approval of the City Attorney, to bind insurance. City Council is then required to approve continuation of the bound coverage. Insurance has been bound as follows: 1. Excess liability coverage with Lexington Insurance Company at an annual cost of $163,360 (including terrorism endorsement, tax and fee). 2. Crime insurance with Great American Insurance Group at an annual cost of $6,116. ATTACHMENTS: FISCAL IMPACTS (Include Budgeted Amount): Adequate funds for these insurance renewals are available in the Risk Management Fund. STUDY SESSION AGENDA: o No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the 2017 excess liability coverage and crime insurance as bound for the City of Bremerton. COUNCIL ACTION: ❑ Approve Form Updated 01/07/15 ❑ Deny ❑ Table ❑ Continue ❑ No Action SUBJECT: Tourism Promotion Services Agreement with Bremerton Chamber of Commerce in the amount of $25,000.00 AGENDA BILL CITY OF BREMERTON CITY COUNCIL Study Session Date COUNCIL MEETING Date Department Presenter: Phone January 25, 2017 February 1, 2017 City Clerk Shannon Corin (360) 473-5323 SUMMARY: The Lodging Tax Advisory Committee recommended lodging tax funds be granted to applicants in 2016 for 2017 funds. City Council approved recommendations at the Council Meeting held August 3, 2016. The Council adopted the 2017 budget with Ordinance No. 5315 which included in the approved recommendations. Pursuant to BMC 2.76.100, contracts over $25,000.00 require Council approval. ATTACHMENTS: Tourism Promotion Services Agreement FISCAL IMPACTS (Include Budgeted Amount): $25,000.00 is budgeted in the Lodging Tax Fund STUDY SESSION AGENDA: o No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Tourism Promotion Services Agreement with Bremerton Chamber of Commerce in the amount of $25,000.00 and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve Form Updated 01/07/15 ❑ Deny ❑ Table ❑ Continue ❑ No Action TOURISM PROMOTION SERVICES AGREEMENT Bremerton Chamber of Commerce The City of Bremerton ("City") and Bremerton Chamber of Commerce ("Organization"), referred to collectively as the "Parties," enter into the following Agreement for Tourism Promotion services: L Scope: The Organization shall provide tourism promotion services for the City. Tourism promotion shall mean activities and expenditures designed to increase tourism to the City. Tourism promotion activities may include, but are not limited to, advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists to the City. The Organization shall provide to the City a work plan attached hereto as Exhibit A setting forth its goals and objectives for successful tourism promotion. II. Term: This agreement shall commence on January 1, 2017 and shall continue in full force and effect until December 31, 2017 unless terminated earlier pursuant to Section IX of this Agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement City shall pay the Organization an amount not to exceed Twenty -Five Thousand ($25,000.00) for Tourism Promotion services. However, funding for this Agreement is subject to the actual Hotel/Motel Tax funds received by the City. If Hotel/Motel Tax receipts are lower than budgeted funding may be decreased. The Organization shall submit monthly billing invoices, by the 15a' of the month, detailing how activities and services performed by the Organization during the preceding month have specifically promoted tourism in the City of Bremerton including measurable results. Upon receipt of a conforming billing invoice, the City shall promptly process payment. If a billing invoice does not conform to this Agreement, the City may withhold payment until the invoice is brought into compliance. Such withholding does not relieve the Organization of its obligations under this Agreement. Failure by the Organization to submit all conforming billing invoices by January 15th after the expiration of this Agreement may result in the forfeiture of remaining unbilled compensation. The Organization shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. IV. Relationship of Parties: The Organization represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. The Organization and its personnel are independent contractors and not employees of the City. The Organization and its personnel have no authority to bind the City or to control the City's employees and other contractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub - consultants of the Organization. Organization will be solely and entirely responsible for its acts and for the acts of the Organization's agents, employees, representatives and sub -consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work. Bremerton/Bremerton Chamber Page 1 of 4 As an independent contractor, the Organization is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Organization or its personnel. As an independent contractor, Organization is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Organization. V. Indemnification: Organization 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 attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: Prior to and during the performance of the work covered by this Agreement, Organization shall provide the Risk Manager for the City with evidence that it has obtained and maintains in full force and effect during the term of this Agreement comprehensive general liability insurance coverage of at least $500,000.00 per occurrence. In the event Organization organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Organization shall also provide evidence that it has obtained products liability and liquor liability insurance of at least $500,000.00 per occurrence, for each event. The City shall be named as additional insured and it shall be an affirmative obligation upon Organization 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 6th 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 Organization's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. Bremerton/Bremerton Chamber Page 2 of 4 VII. General Conditions: A. Reports and Information: When requested by the City, Organization shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Organization shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Work Performed at Organization's Risk: Organization shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Organization's own risk, and Organization 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. C. Place of Work: The Organization shall perform the work authorized under this Agreement at its offices in Bremerton, Washington. Any necessary meetings with the City staff shall take place at the City's offices, or at locations mutually agreed upon by the parties. D. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. E. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. F. Modification: This Agreement may only be modified by written instrument signed by both Parties. G. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address City Clerk 3456 Ih Street, Suite 600 Bremerton, WA 98337 Organization Address Gena Wales, President/CEO 2864 Ih Street Bremerton WA 98337 H. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. I. Non -Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. J. Compliance with Laws: Organization shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. Bremerton/Bremerton Chamber Page 3 of 4 K. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. L. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. M. Assignment: Any assignment of this agreement by the Organization without the written consent of the City shall be void. VIII. Nondiscrimination: Organization shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, sexual orientation or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other party, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all services Organization is providing to the City as of the effective date of termination. X. Termination of Other Contracts. This Agreement shall supersede all prior Agreements between the parties relating to the use of Hotel/Motel Tax. CITY OF BREMERTON BREMERTON CHAMBER OF COMMERCE By: Patty Lent By: Gena Wales its: Mayor its: President/CEO Date: Date: Approved as to form: Bremerton City Attorney Bremerton/Bremerton Chamber Page 4 of 4 Attest: City Clerk EXHIBIT A Scope of Services Funding will be spent on maintenance of the Chamber website, Mobile App, utilities, postage, staffing of the Visitor Center and supplemental funding for the Armed Forces Festival. Bremerton/Bremerton Chamber SUBJECT: Tourism Promotion Services Agreement with Bremerton Symphony Association in the amount of $25,000.00 AGENDA BILL CITY OF BREMERTON CITY COUNCIL Study Session Date: COUNCIL MEETING Date: Department: Presenter: Phone: January 25, 2017 February 1, 2017 City Clerk Shannon Corin (360) 473-5323 SUMMARY: The Lodging Tax Advisory Committee recommended lodging tax funds be granted to applicants in 2016 for 2017 funds. City Council approved recommendations at the Council Meeting held August 3, 2016. The Council adopted the 2017 budget with Ordinance No. 5315 which included in the approved recommendations. Pursuant to BMC 2.76.100, contracts over $25,000.00 require Council approval. ATTACHMENTS: Tourism Promotion Services Agreement FISCAL IMPACTS (Include Budgeted Amount): $25,000.00 is budgeted in the Lodging Tax Fund STUDY SESSION AGENDA: o No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Tourism Promotion Services Agreement with Bremerton Symphony Association in the amount of $25,000.00 and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve Form Updated 01/07/15 ❑ Deny ❑ Table ❑ Continue ❑ No Action TOURISM PROMOTION SERVICES AGREEMENT Bremerton Symphony Association The City of Bremerton ("City") and Bremerton Symphony Association ("Organization"), referred to collectively as the "Parties," enter into the following Agreement for Tourism Promotion services: L Scope: The Organization shall provide tourism promotion services for the City. Tourism promotion shall mean activities and expenditures designed to increase tourism to the City. Tourism promotion activities may include, but are not limited to, advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists to the City. The Organization shall provide to the City a work plan attached hereto as Exhibit A setting forth its goals and objectives for successful tourism promotion. II. Term: This agreement shall commence on January 1, 2017 and shall continue in full force and effect until December 31, 2017 unless terminated earlier pursuant to Section IX of this Agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement City shall pay the Organization an amount not to exceed Twenty -Five Thousand dollars ($25,000.00) for Tourism Promotion services. However, funding for this Agreement is subject to the actual Hotel/Motel Tax funds received by the City. If Hotel/Motel Tax receipts are lower than budgeted funding may be decreased. The Organization shall submit monthly billing invoices, by the 15th of the month, detailing how activities and services performed by the Organization during the preceding month have specifically promoted tourism in the City of Bremerton including measurable results. Upon receipt of a conforming billing invoice, the City shall promptly process payment. If a billing invoice does not conform to this Agreement, the City may withhold payment until the invoice is brought into compliance. Such withholding does not relieve the Organization of its obligations under this Agreement. Failure by the Organization to submit all conforming billing invoices by January 15th after the expiration of this Agreement may result in the forfeiture of remaining unbilled compensation. The Organization shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. IV. Relationship of Parties: The Organization represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. The Organization and its personnel are independent contractors and not employees of the City. The Organization and its personnel have no authority to bind the City or to control the City's employees and other contractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub -consultants Bremerton/Symphony Page 1 of 4 of the Organization. Organization will be solely and entirely responsible for its acts and for the acts of the Organization's agents, employees, representatives and sub -consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work. As an independent contractor, the Organization is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Organization or its personnel. As an independent contractor, Organization is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Organization. V. Indemnification: Organization 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 attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: Prior to and during the performance of the work covered by this Agreement, Organization shall provide the Risk Manager for the City with evidence that it has obtained and maintains in full force and effect during the term of this Agreement comprehensive general liability insurance coverage of at least $500,000.00 per occurrence. In the event Organization organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Organization shall also provide evidence that it has obtained products liability and liquor liability insurance of at least $500,000.00 per occurrence, for each event. The City shall be named as additional insured and it shall be an affirmative obligation upon Organization 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 6th 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. Bremerton/Symphony Page 2 of 4 The Organization's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. VII. General Conditions: A. Reports and Information: When requested by the City, Organization shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Organization shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Work Performed at Organization's Risk: Organization shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Organization's own risk, and Organization 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. C. Place of Work: The Organization shall perform the work authorized under this Agreement at its offices in Bremerton, Washington. Any necessary meetings with the City staff shall take place at the City's offices, or at locations mutually agreed upon by the parties. D. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. E. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. F. Modification: This Agreement may only be modified by written instrument signed by both Parties. G. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address City Clerk 3456 th Street, Suite 600 Bremerton, WA 98337 Organization Address Anna Miller 5325 th Street, Suite 16 Bremerton, WA 98337 H. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. Bremerton/Symphony Page 3 of 4 I. Non -Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. J. Compliance with Laws: Organization shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. K. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. L. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. M. Assignment: Any assignment of this agreement by the Organization without the written consent of the City shall be void. VIII. Nondiscrimination: Organization shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, sexual orientation or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other party, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all services Organization is providing to the City as of the effective date of termination. X. Termination of Other Contracts. This Agreement shall supersede all prior Agreements between the parties relating to the use of Hotel/Motel Tax. CITY OF BREMERTON BREMERTON SYMPHONY ASSOCIATION By: Patty Lent its: Mayor Date: Approved as to form: Bremerton City Attorney Bremerton/Symphony Page 4 of 4 By:— its:— Date: y:_its:_Date: Attest: City Clerk BREMERTON SYMPHONY ASSAY ,- ,ON Scope of Service — Exhibit A (360) 373-1722 • bremertonsymphony.org PO Box 996 • 645 4th Street #206, Bremerton, WA 98337 Alan Futterman, Music Director • Anna James Miller, Executive Director • Print and distribute/mail 4,000 season brochures throughout Kitsap, Pierce, King, and Mason Counties. Advertise on KING FM radio leading up to each season concert. • Advertise in Kitsap Sun arts & entertainment and Kitsap Weekly publications leading up to each season concert. • Advertise in Northwest Sinfonietta (Seattle, Tacoma, Puyallup) and Poulsbo Community Orchestra concert program booklets. Distribute press releases leading up to each season concert to regional print and electronic media outlets. E-mail deployments to approx. 2,000 regional households leading up to each season concert. Social media promotion through Facebook and Twitter leading up to each season concert. Lodging tax grant funds awarded will be used toward paid advertising on KING FM, Kitsap Sun, and Kitsap Weekly publications, as well as toward printing costs associated with 4,000 full-color, 12 -page season brochures. SUBJECT: Tourism Promotion Services Agreement with Bremerton Historic Ships Association in the amount of $55,000.00 AGENDA BILL CITY OF BREMERTON CITY COUNCIL Study Session Date: COUNCIL MEETING Date: Department: Presenter: Phone: January 25, 2017 February 1, 2017 City Clerk Shannon Corin (360) 473-5323 SUMMARY: The Lodging Tax Advisory Committee recommended lodging tax funds be granted to applicants in 2016 for 2017 funds. City Council approved recommendations at the Council Meeting held August 3, 2016. The Council adopted the 2017 budget with Ordinance No. 5315 which included in the approved recommendations. Pursuant to BMC 2.76.100, contracts over $25,000.00 require Council approval. ATTACHMENTS: Tourism Promotion Services Agreement FISCAL IMPACTS (Include Budgeted Amount): $55,000.00 is budgeted in the Lodging Tax Fund STUDY SESSION AGENDA: o No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Tourism Promotion Services Agreement with Bremerton Historic Ships Association in the amount of $55,000.00 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 01/07/15 TOURISM PROMOTION SERVICES AGREEMENT Bremerton Historic Ships Association The City of Bremerton ("City") and Bremerton Historic Ships Association ("Organization"), referred to collectively as the "Parties," enter into the following Agreement for Tourism Promotion services: L Scope: The Organization shall provide tourism promotion services for the City. Tourism promotion shall mean activities and expenditures designed to increase tourism to the City. Tourism promotion activities may include, but are not limited to, advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists to the City. The Organization shall provide to the City a work plan attached hereto as Exhibit A setting forth its goals and objectives for successful tourism promotion. The Organization shall complete and submit to the City the Lodging Tax Reporting form by the deadline in February of the following year. II. Term: This agreement shall commence on January 1, 2017 and shall continue in full force and effect until December 31, 2017 unless terminated earlier pursuant to Section IX of this Agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement City shall pay the Organization an amount not to exceed Fifty -Five Thousand dollars ($55,000.00) for Tourism Promotion services. However, funding for this Agreement is subject to the actual Hotel/Motel Tax funds received by the City. If Hotel/Motel Tax receipts are lower than budgeted funding may be decreased. The Organization shall submit quarterly billing invoices showing the period and services performed by the Organization during the quarter. Upon receipt of a conforming billing invoice, the City shall promptly process payment. If a billing invoice does not conform to this Agreement, the City may withhold payment until the invoice is brought into compliance. Such withholding does not relieve the Organization of its obligations under this Agreement. Failure by the Organization to submit all conforming billing invoices by January 15a' after the expiration of this Agreement may result in the forfeiture of remaining unbilled compensation. The Organization shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. IV. Relationship of Parties: The Organization represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. The Organization and its personnel are independent contractors and not employees of the City. The Organization and its personnel have no authority to bind the City or to control the City's employees and other contractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub- Bremerton/BHSA Page 1 of 4 consultants of the Organization. Organization will be solely and entirely responsible for its acts and for the acts of the Organization's agents, employees, representatives and sub -consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work. As an independent contractor, the Organization is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Organization or its personnel. As an independent contractor, Organization is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Organization. V. Indemnification: Organization 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 attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: Prior to and during the performance of the work covered by this Agreement, Organization shall provide the Risk Manager for the City with evidence that it has obtained and maintains in full force and effect during the term of this Agreement comprehensive general liability insurance coverage of at least $500,000.00 per occurrence. In the event Organization organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Organization shall also provide evidence that it has obtained products liability and liquor liability insurance of at least $500,000.00 per occurrence, for each event. The City shall be named as additional insured and it shall be an affirmative obligation upon Organization 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 6th 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 Organization's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. Bremerton/BHSA Page 2 of 4 VII. General Conditions: A. Reports and Information: When requested by the City, Organization shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Organization shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Work Performed at Organization's Risk: Organization shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Organization's own risk, and Organization 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. C. Place of Work: The Organization shall perform the work authorized under this Agreement at its offices in Bremerton, Washington. Any necessary meetings with the City staff shall take place at the City's offices, or at locations mutually agreed upon by the parties. D. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. E. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. F. Modification: This Agreement may only be modified by written instrument signed by both Parties. G. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address Organization Address City Clerk John Hanson 3456 Ih Street, Suite 600 300 Washington Beach Avenue Bremerton, WA 98337 Bremerton, WA 98337 H. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. I. Non -Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or Bremerton/BHSA Page 3 of 4 more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. J. Compliance with Laws: Organization shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. K. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. L. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. M. Assignment: Any assignment of this agreement by the Organization without the written consent of the City shall be void. VIII. Nondiscrimination: Organization shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, sexual orientation or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other party, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all services Organization is providing to the City as of the effective date of termination. X. Termination of Other Contracts. This Agreement shall supersede all prior Agreements between the parties relating to the use of Hotel/Motel Tax. CITY OF BREMERTON BREMERTON HISTORIC SHIPS ASSOCIATION By: Patty Lent its: Mayor Date: Approved as to form: Bremerton City Attorney Bremerton/BHSA Page 4 of 4 By:— its:— Date: y:_its:_Date: Attest: City Clerk SUBJECT: Contract Award to JMG Constructors, LLC for the Reservoir 4 Cover Replacement Project AGENDA BILL CITY OF BREMERTON CITY COUNCIL Study Session Date COUNCIL MEETING Date January 25, 2017 February 1, 2017 Department: Engineering Presenter: Tom Knuckey Phone: (360) 473-2376 SUMMARY: The Work to be completed under this contract includes demolition of the existing membrane bottom liner and cover, installation of a new membrane bottom liner and cover fabricated from chlorosulfonated polyethylene (CSPE) material, installation of a passive mixing system to improve water circulation in the reservoir, and a new security fence surrounding the facility. There were 3 bids submitted from contractors which were opened January 12, 2017. The lowest, responsive, responsible bidder was JMG Constructors in the amount of $1,922,903 (which includes sales tax). ATTACHMENTS: 1) Site Plan; 2) Contract; 3) Bid Tabulation FISCAL IMPACTS (Include Budgeted Amount): The project is included in the 2017 budget and is funded by a DWSRF Loan of $2,300,000 previously approved for this project. A mid -year budget adjustment is anticipated. STUDY SESSION AGENDA: o No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the bid for the Reservoir 4 Cover Replacement Project from JMG Constructors in the amount of $1,922,903 (which includes sales tax) and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION Form Updated 01/07/15 ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action 12-11 0 > L) U) > 0 Q 0 WINE& 7 Mw� :3 i"), 'mow A FA, - rr • 12-11 0 > L) U) > 0 Q 0 WINE& 7 Mw� :3 i"), 'mow A FA, - AGREEMENT SECTION 00 52 13 THIS AGREEMENT is dated the day of in the year 2017 by and between City of Bremerton (hereinafter called OWNER) and (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1. WORK. CONTRACTOR shall complete the WORK as specified or indicated in the OWNER's Contract Documents entitled RESERVOIR 4 COVER REPLACEMENT PROJECT. All or part of the Work will be funded by monies provided by the Drinking Water State Revolving Fund (DWSRF). By submitting a bid proposal in response to this solicitation the Bidder is agreeing to comply with all requirements stated as conditions of funding and reporting under the DWSRF. The Bidder is responsible for understanding and complying with these requirements. The detailed requirements are provided as Exhibit A-1 to Section 002113 for the Bidders use. ARTICLE 2. CONTRACT TIMES. Substantial Completion for the WORK must be achieved not later than 120 calendar days from the date of Notice to Proceed. Final Completion and Acceptance of the Work must be achieved not later than 30 calendar days after Substantial Completion. ARTICLE 3. LIQUIDATED DAMAGES. OWNER and the CONTRACTOR recognize that time is of the essence of this Agreement and that the OWNER will suffer financial loss if the WORK is not completed within the time specified in Article 2 herein, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions and Supplementary Conditions. They also recognize the delays, expense, and difficulties involved in proving in a legal proceeding the actual loss suffered by the OWNER if the WORK is not completed on time. Accordingly, instead of requiring any such proof, the OWNER and the CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) the CONTRACTOR shall pay the OWNER $1,000 for each day that expires after the time specified in Article2. ARTICLE 4. CONTRACT PRICE. OWNER shall pay CONTRACTOR for completion of the WORK in accordance with the Contract Documents in current funds the amount set forth in the Bid Schedule(s). (Contractor Initials) 10027142 City of Bremerton Reservoir 4 Cover Replacement Project AGREEMENT 005213-1 ARTICLE 5. PAYMENT PROCEDURES CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions. ARTICLE 6. CONTRACT DOCUMENTS. The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the WORK consist of this Agreement (Section 00 52 13) and the following attachments to this Agreement: • Notice Inviting Bids (Section 00 01 16). • Instructions to Bidders (Section 00 21 13). • Bid Forms including the Bid, Bid Schedule(s), Information Required of Bidder, Bid Bond, and all required certificates and affidavits (Section 00 41 00). • Performance Bond (Section 00 61 13). • Payment Bond (Section 00 61 16). • General Conditions (Section 00 72 13). • Supplementary Conditions (Section 00 73 13). • Technical Specifications as listed in the Table of Contents, including appendices. • Drawings as listed in the List of Drawings. • Addenda numbers to , inclusive. • Change Orders which may be delivered or issued after Effective Date of the Agreement and are not attached hereto. There are no Contract Documents other than those listed in this Article 6. The Contract Documents may only be amended by Change Order as provided in Paragraph 3.04 of the General Conditions. ARTICLE 7. WAIVER OF IMMUNITY. The CONTRACTOR and OWNER acknowledge and agree that they have negotiated the following in accordance with the requirements of RCW 4.24.115 and the CONTRACTOR specifically waives his immunity under industrial insurance under Title 51 RCW. The CONTRACTOR and OWNER acknowledge and agree to the requirements for indemnification in Section 00 73 13 SC -6.20. The provisions of this article shall survive the termination or expiration of this agreement. (Contractor Initials) 10027142 City of Bremerton Reservoir 4 Cover Replacement Project AGREEMENT 005213-2 ARTICLE 8. SUSPENSION OF WORK AND TERMINATION The Contractor agrees to the right of the OWNER to suspend work or terminate this agreement as indicated in Article 15 of Section 00 72 13 (Standard General Conditions) and Section 00 73 13 (Supplementary Conditions). ARTICLE 9. ASSIGNMENT No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. The OWNER, in its sole discretion, may refuse to allow the CONTRACTOR to assign any or all of its duties, rights and/or responsibilities under the Agreement, except with regards to an assignment of funds for security purposes. In the case of an assignment for security purposes the OWNER may condition its approval to the extent it deems necessary to assure that there will be adequate funds to complete the WORK and to pay a subcontractors and suppliers. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents. IN WITNESS WHEREOF, OWNER and CONTRACTOR have caused this Agreement to be executed the day and year first above written. OWNER: City of Bremerton CONTRACTOR By By [Corporate Seal] Attest Attest Address of giving notices Address for giving notices License No. Approved as to Form Agent for service process (Signature) (Title) 10027142 City of Bremerton Reservoir 4 Cover Replacement Project AGREEMENT 005213-3 J � � a Q Q � � 3 � 9 ui N s Fn o S � o � m h c o � O O .9 d0 N M _ fF} EF? EA EA � z D Z W W Z �.. Luo L LU �W . W m�� W Z z o 0 Z CL o ID W ¢ vi AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Interlocal Agreement with Kitsap Study Session Date County to Share Installation Costs of Lining COUNCIL MEETING Date the Sewer Main Under State Route 3 Department Presenter: January 25, 2017 February 1, 2017 Engineering Tom Knuckey Phone: (360) 473-2376 SUMMARY: This Interlocal agreement (ILA) provides a mechanism through which the County and City share installation costs incurred by the city to install a liner in the shared sewer main. The sewer main is owned by the County, however, both jurisdictions convey wastewater through it, and the City's flow greatly exceeds the County's both in flowrate and sewer strength. The County's preferred method to replace the pipeline is to slipline it at reduced capacity; with the ILA they will contribute the estimated cost for that work to the City's cure in place project. This cost contribution is consistent with work completed in 2011 for pipe repairs downstream, and results in the County's share being $16,400 of the $58,000 construction cost. Exhibit A of the ILA details the cost calculation method. ATTACHMENTS: 1) ILA FISCAL IMPACTS (Include Budgeted Amount): This work is included in the 2017 capital budget. The agreement provides $16,400 in revenue to the project. STUDY SESSION AGENDA: o No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Interlocal Agreement with Kitsap County to share costs of lining the sewer main under State Route 3; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve Form Updated 01/07/15 ❑ Deny ❑ Table ❑ Continue ❑ No Action KC -XXX -13 INTERLOCAL AGREEMENT BETWEEN KITSAP COUNTY AND THE CITY OF BREMERTON TO SHARE THE COST OF LINING WASTEWATER PIPING UNDER SR3 I. PREAMBLE This Interlocal Agreement (hereafter "AGREEMENT") is by and between Kitsap COUNTY (hereafter "COUNTY") whose principal offices are located at 614 Division Street, Port Orchard, WA, 98366 and the CITY of Bremerton (hereafter "CITY") whose principal offices are located at 345 6t" Street, Suite 600, Bremerton, WA. II. RECITALS Whereas, the COUNTY owns and operates a 24" concrete wastewater pipeline (hereafter "Pipeline") that crosses Highway 3 at "D" Street; and Whereas, there is an existing Interlocal agreement between the CITY and the COUNTY relating to the shared use of the Pipeline; and Whereas, the CITY discharges wastewater to the Pipeline which requires the COUNTY to provide and maintain additional flow capacity within the pipeline; and Whereas, the Pipeline is in disrepair and requires the installation of a cure -in-place liner; and Whereas, the CITY has a project planned to contract for the installation of a cure -in- place liner in the Pipeline; and Whereas, Chapter 39.34 of the Revised Code of Washington provides that local jurisdictions may enter into cooperative agreements for their mutual benefit, NOW THEREFORE, the COUNTY and the CITY, through their respective legislative bodies, do hereby agree as follows: III. AGREEMENT A. The Recitals set forth above are expressly incorporated into the Agreement by this reference. B. This AGREEMENT consists of the following documents: 1. Interlocal Agreement 2. Exhibit A: Basis of Cost Sharing C. Purpose: The purpose of the AGREEMENT is to provide a mechanism through which the COUNTY and the CITY share in the installation costs that are incurred by the CITY to install a liner in the Pipeline. D. Scope of Work: The CITY shall administer the project and provide all design, construction management, and contract administration services to provide for the cure - in -place lining of the Pipeline. E. Reimbursement: COUNTY shall reimburse CITY for $16,400 as its fair share contribution of costs upon presentation of a properly executed invoice. The determination of fair share cost is outlined in Exhibit A. COUNTY shall reimburse CITY within thirty (30) days of receipt of a properly executed CITY invoice. F. Ownership: Upon completion of the installation of the liner, and acceptance by the COUNTY, the liner will become the property of the COUNTY. The COUNTY will continue to own, operate, and maintain the Pipeline. G. Indemnity: Both COUNTY and CITY shall accept responsibility for any and all liability arising from acts of its own officers, employees, agents and contractors to the extent provided by law. Additionally, each party agrees to indemnify, defend, and hold harmless the other party, and its officers, agents, and employees for all claims (including demands, suits, penalties, losses, damages or costs of any kind whatsoever) including costs, expenses and reasonable attorney's fees, to the extent such a claim arises or is caused by the indemnifying party's own negligence or that of its officers, agents, or employees in performance of this Agreement. Nothing contained in this section of this Agreement shall be construed to create a liability or a right of indemnification in any third party. This section shall survive the expiration of this Agreement. H. Amendments: The parties hereby further agree that this AGREEMENT cannot be amended or modified without the written concurrence of both parties. I. Termination: Either party to this AGREEMENT may elect to terminate this AGREEMENT for any reason by delivering a sixty (60) day written notice of intent to terminate to the other party. J. Duration: This AGREEMENT shall commence on the date of execution, and shall remain in effect through December 31, 2017. K. Interlocal Agreement: This is an interlocal agreement entered into pursuant to the authorization of Chapter 39.34 RCW. Accordingly, the following provisions are set forth in accordance with the provisions of RCW 39.34.030. 1. No separate legal or administrative entity is created by this Agreement. 2. Each party shall separately maintain a budget for its own activities under this Agreement. 3. No administrator orjoint board shall be responsible for administering the undertakings of this Agreement. 4. No joint property shall be acquired, held or disposed of. Any real or personal property used in the joint or cooperative undertaking shall be considered to be and remain the property of the party who purchased such real or personal property unless otherwise specified in this Agreement. 5. This Agreement shall be effective when posted on the website of the County or the City in accordance with RCW 39.34. Alternatively, pursuant to RCW 39.34.040, as interlocal agreements may be recorded with the county Auditor in the county where the public agencies entering into the agreement are located, this Agreement may be recorded with the Kitsap County Auditor as soon as reasonably possible after its execution by the County and the City. L. Waiver: A failure by either party to exercise its rights under this agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. M. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. N. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Kitsap County, Washington. O. Multiple Originals. This Agreement may be executed in multiple copies, each of which shall be deemed an original. P. Severability. If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. IN WITNESS WHEREOF, this Agreement was executed by the parties on the dates hereinafter indicated. DATED day of , 2017 DATED this _day of 2017. CITY OF BREMERTON BOARD OF COUNTY COMMISSIONERS KITSAP COUNTY, WASHINGTON Patty Lent, Mayor CHARLOTTE GARRIDO, Chair ATTEST: CITY Clerk Approved as to From: CITY Attorney ROBERT GELDER, Commissioner EDWARD E. WOLFE, Commissioner ATTEST: Dana Daniels, Clerk of the Board EXHIBIT A: Estimate of Kitsap County Share of Lining 24" Concrete Pipe under SR3 The CITY plans to contract for pipe lining services in a number of locations including the Pipeline crossing SR3 at "D" Street in Bremerton. The Pipeline is owned by the COUNTY but both jurisdictions convey wastewater through this Pipeline. The Pipeline is constructed with 24 inch diameter concrete pipe which has deteriorated and is 255 feet long. The estimated cost of installing a cure -in-place liner in the Pipeline is $58,000. There was a similar shared project in 2011 which established the COUNTY share as that required to slip line an 8" pipe through the existing pipe. The 2011 estimated cost per foot to slip line an 8" pipe was $49.46/foot, excluding sales tax. Using an inflation rate of 3% the 2017 cost per foot would be $59.07/foot. The length of this section of pipe is 255 feet. Based on these costs the COUNTY fair share cost for this work is $16,400. Amounts are rounded to the nearest $100. Estimated fair share of costs. Pipe Length $/ft Cost 255 $59.07 $15,100 Sales Tax 8.70% $1,300 Total $16,400 SUBJECT: Contract Award for Highway Safety Improvements Project Phase II and Puget Sound Navy Safety Project AGENDA BILL CITY OF BREMERTON CITY COUNCIL Study Session Date COUNCIL MEETING Date Department Presenter: Phone January 25, 2017 February 1, 2017 Engineering Tom Knuckey 360-473-2376 SUMMARY: In December 2014 the City was awarded a grant to construct safety improvements at intersections throughout the City. In 2015 staff received an ADA complaint regarding lack of accessibility to the Louis Mentor Boardwalk, and in response the City negotiated an Interlocal Agreement with the Port of Bremerton to construct an accessible ramp at the end of Second Street — this work was incorporated into the HSIP project. As a result of an approach change with the Burwell Tunnel Construction project, staff coordinated with the Department of Commerce to allow construction of sidewalk and pedestrian signal improvements in the vicinity of the State Street Shipyard Pedestrian gate —this work was also incorporated into the HSIP project. Bids were opened on January 31, 2017 and bids were received. is the lowest responsive responsible bidder with their bid of $ . The Washington State Department of Transportation is required to concur with the City's recommendation to award the contract; staff have recommended the bid for approval. The contract is in WSDOT standard format as required for Federal Aid Projects; the complete contract is available for review in the Engineering Office. ATTACHMENTS: 1) Council Summary; 2) Site Plan; 3) Bid Tabulation; 4) Contract FISCAL IMPACTS (Include Budgeted Amount): This project is included in the Capital budget, and is funded by the Highway Safety Improvement and Department of Commerce Grants, along with funding from the Port of Bremerton related to the Second Street improvements. STUDY SESSION AGENDA: o No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to award construction of the Highway Safety Improvements, Phase II and Puget Sound Navy Safety project to upon receipt of concurrence to award from the Washington State Department of Transportation; 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 01/07/15 CONTRACT AWARD FOR HIGHWAY SAFETY IMPROVEMENT PHASE 2 AND PUGET SOUND NAVY SAFETY PROJECT COUNCIL SUMMARY Background The overall project includes three parts; the Highway Safety Improvements (HSIP) project, the Puget Sound Naval Safety Project, and the ADA ramp at the Louis Mentor Boardwalk. The three projects have been bid in a single package in an effort to obtain better bids for all of the work. In December 2014 the City was awarded a HSIP grant to construct safety improvements at 6 intersections throughout the City. Subsequent to receipt of the grant award, the project scope was revised due to redundant scope with the WSDOT ADA ramp construction on Wheaton Way. The project will construct improvements at 11th & Montgomery, 6th & Kitsap Way, Burwell & Callow, and Burwell & Montgomery that generally includes new ADA ramps and pedestrian signals, pavement markings and lighting. The intersection of High and Burwell also includes a rectangular rapid flashing beacon, and the intersection of Chester and Burwell also includes a High Intensity Activated Crosswalk Beacon (HAWK Signal). In 2015 following multiple unsuccessful attempts to obtain an awardable bid for the Burwell Tunnel project, staff negotiated with the Department of Commerce to allow construction of sidewalk improvements in the vicinity of the State Street pedestrian gate into the shipyard. In addition to the sidewalks on State Street, the work also includes intersection improvements at Chester Avenue, including a HAWK signal. Also in 2015 staff received an ADA complaint regarding lack of accessibility to the Louis Mentor Boardwalk. In response the City negotiated an Interlocal Agreement with the Port of Bremerton to construct an accessible ramp at the end of Second Street. In the agreement the city is responsible for the design, and the Port will reimburse all construction costs. For compliance with their Local Agency Guidelines, the Department of Transportation is required to formally concur with the City's recommendation to award the construction contract. In an effort to move the project forward expediently, staff request that Council provide a contingent award to the low bidder. Staff will issue the Notice of Award to the bidder only after receipt of formal concurrence to award from WSDOT. Fiscal Summary Since the project is three separate phases (with separate sources of funding), it was bid with three separate schedules. The available budget and revenue for the schedules is identified in the table below: Notes: 1— City labor for inspection and CM will be split between Naval Safety and HSIP. Consultant assistance may be used for Naval Safety only. 2 — Projected funds remaining from the Commerce Grant 3 — WSDOT administration fee is estimated at $22,200 (design and construction). The cost will be proportionally split between the two major project schedules. 4 — The Port of Bremerton is responsible for construction costs; before the ramp construction is authorized, approval from the Port for the bid amount is required. Highway Safety (Schedule A) PS Naval Safety (Schedule B) Second Street ADA (Bid Additive 1) Grant Amount $1,085,100 $825,666 (2) N/A Grant Admin Costs $12,200(3) 10,000(3) N/A Design Expenditure $148,000 $84,000 N/A CM/Insp/Test/Etc. $60,000(l) $90,000(1) Incidental Avail. for Const. $864,900 $641,666 (4) Notes: 1— City labor for inspection and CM will be split between Naval Safety and HSIP. Consultant assistance may be used for Naval Safety only. 2 — Projected funds remaining from the Commerce Grant 3 — WSDOT administration fee is estimated at $22,200 (design and construction). The cost will be proportionally split between the two major project schedules. 4 — The Port of Bremerton is responsible for construction costs; before the ramp construction is authorized, approval from the Port for the bid amount is required. D C a oWw 0 3 J o a > z <w At zo a owz wa--o zrn --7 Z Oo ¢ N H V zoo xzzo �wzo "3AVH31S3H3 ow acN owo�r- w a¢ Nz5 aaozc� m J¢Ww `�" "a3 o f C7 �O�¢z w m3 a —8z ~ N S p U c x p O¢ N E N w w . W �<z�zo LL oU U' ��o�. 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WITNESSETH: That in consideration of the terms and conditions contained herein and attached and made a part of this agreement, the parties hereto covenant and agree as follows: I. The Contractor shall do all work and furnish all tools, materials, and equipment for: in accordance with and as described in the attached plans and specifications, and the standard specifications of the which are by this reference incorporated herein and made part hereof and, shall perform any changes in the work in accord with the Contract Documents. The Contractor shall provide and bear the expense of all equipment, work and labor, of any sort whatsoever that may be required for the transfer of materials and for constructing and completing the work provided for in these Contract Documents except those items mentioned therein to be furnished by . II. hereby promises and agrees with the Contractor to employ, and does employ the Contractor to provide the materials and to do and cause to be done the above described work and to complete and finish the same in accord with the attached plans and specifications and the terms and conditions herein contained and hereby contracts to pay for the same according to the attached specifications and the schedule of unit or itemized prices at the time and in the manner and upon the conditions provided for in this contract. SR DOT Form 272-006A EF 07/2011 III. The Contractor for himself/herself, and for his/her heirs, executors, administrators, successors, and assigns, does hereby agree to full performance of all convenants required of the Contractor in the contract. IV. It is further provided that no liability shall attach to the State by reason of entering into this contract, except as provided herein. IN WITNESS WHEREOF, the Contractor has executed this instrument, on the day and year first below written and has caused this instrument to be executed by and in the name of the day and year first above written. Executed by the Contractor (Contractor) Local Agency: Title: By: Date: SR DOT Form 272-006A EF 07/2011 AGENDA BILL B8 CITY OF BREMERTON CITY COUNCIL SUBJECT: Supplement No. 3 to Study Session Date: January 25, 2017 Contract with KPG for Highway Safety COUNCIL MEETING Date: February 1, 2017 Improvements Project Phase II Department: Engineering Presenter: Tom Knuckey Phone: 360-473-2376 SUMMARY: In November 2015, the City executed a contract with KPG Inc., for the Highway Safety Improvement Project for $138,993.47. Two supplemental agreements have been executed; Supplement 1 was essentially a no cost change to amend the design approach at several of the intersections. Supplement 2 added sidewalk construction on State St, Gregory Way and Chester St, along with a new HAWK signal at Burwell & Chester to be funded using Commerce Grant Funds from the Burwell Tunnel project; this supplement increased the contract value to $213,460.14. The proposed Supplement 3 increases the contract value by $5,955.03 to a new total of $219,415.17; the work includes incorporating the 2nd Street ADA retrofit, responding to City -directed contract changes, and responding to contractor questions during the bid phase. This supplement additionally extends the contract end date to December 31, 2017. ATTACHMENTS: 1) Consultant Supplemental Agreement No. 3 FISCAL IMPACTS (Include Budgeted Amount): This project is included in the Capital budget, and is funded by the Highway Safety Improvement and Department of Commerce Grants. STUDY SESSION AGENDA: o No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve Supplemental Agreement No. 3 with KPG for the Highway Safety Improvements, Phase II Project; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve Form Updated 01/07/15 ❑ Deny ❑ Table ❑ Continue ❑ No Action AM � Washington State TIO Departirnient of Transportation Supplemental Agreement Organization and Address Number 3 KPG, P.S. 2502 Jefferson Ave Tacoma, WA 98402 Original Agreement Number N/A Phone: 253-627-0720 Project Number Execution Date Completion Date HSIP-OOOS(433) 12/31/2017 Project Title New Maximum Amount Payable Highway Safety Improvements, Phase 2 $ 219,415.17 Description of Work The purpose of Supplement #3 to the HSIP Phase 2 project is to extend the contract for one (1) year, incorporate the plans, specifications and cost estimate for the Second Street ADA Retrofit project into the HSIP Phase 2/Puget Sound Naval Safety Project contract documents, provide additional PS&E revisions as directed by the City of Bremerton, and provide additional budget for assistance during bidding. The Local Agency of C.itv of Rremerrtnn desires to supplement the agreement entered in to with KPG- P.S: and executed on 11/18/2015 and identified as Agreement No. N/A All provisions in the basic agreement remain in effect except as expressly modified by this supplement. The changes to the agreement are described as follows: Section 1, SCOPE OF WORK, is hereby changed to read: See Exhibit A, attached. Section IV, TIME FOR BEGINNING AND COMPLETION, is amended to change the number of calendar days for completion of the work to read: nP�PmhPr 31 2017 III Section V, PAYMENT, shall be amended as follows: See Exhibit D, attached $138,993.47 (Original Amount) + (-$7.02) (Supplement #1) + $74,473.69 (Supplement #2) + $5,955.03 (Supplement #3)= $219,415.17 (New Maximum Amount Payable) as set forth in the attached Exhibit A, and by this reference made a part of this supplement. If you concur with this supplement and agree to the changes as stated above, please sign in the Appropriate spaces below and return to this office for final action. By: 6��_(,lj1 I ritr.l ,t 9FiiWant signature DOT Form 140-063 Revised 09/2005 By: Approving Authority Signature Date Exhibit "A" Summary of Payments DOT Form 140-063 Revised 09/2005 Basic Agreement + Sup. #1-2 Supplement #3 Total Direct Salary Cost Overhead (Including Payroll Additives) Direct Non -Salary Costs Fixed Fee Total DOT Form 140-063 Revised 09/2005 EXHIBIT A City of Bremerton HSIP Phase 2 KPG Scope of Work Supplement #3 Purpose The purpose of Supplement #3 to the HSIP Phase 2 project is to incorporate the plans, specifications and cost estimate for the Second Street ADA Retrofit project into the HSIP Phase 2/Puget Sound Naval Safety Project contract documents, provide additional PS&E revisions as directed by the City of Bremerton, and provide additional funding for assistance during bidding. Assumptions All of the assumptions from the original contract still apply. The following assumptions were made when developing this Scope of Work: ♦ The City of Bremerton will provide stamped/signed design Plans and no CAD modifications will be required of KPG. ♦ The Second Street ADA Retrofit project will be advertised as a bid additive to the HSIP Phase 2/Puget Sound Naval Safety Project, and will not be advertised independently. Information Provided by the City ♦ Stamped/Signed design Plans for the Second St ADA Retrofit Work Element 10 Assistance During Bidding The task under this Work Element from the original contract still applies. This supplement will provide additional funding for this task. Work Element 11 Plan, Specification and Cost Estimate Revisions 11.1 Complete a constructability review of the City -provided Plan sheets and add to KPG's sheet set for the HSIP Phase 2/Puget Sound Naval Safety Project. Revise cover and sheet index. 11.2 Add required specification language for bidding procedure, update project name in Contract Specifications and complete all other revisions to the Contract Specifications necessary for including the Second Street ADA Retrofit project as a bid additive to the HSIP Phase 2/Puget Sound Naval Safety Project. 11.3 Complete an Engineers Opinion of Probable Cost including quantity take -off from the City - provided Plan. Prepare a Proposal form for inclusion in the Contract Specifications. Opinion of Probable Cost will be reviewed and Stamped/Signed by the City. 11.4 Complete revision of the plans, specifications and proposal to reflect the curb ramp replacement work at the intersection of Burwell Street & Chester Avenue from the HSIP Ph2 project (Schedule A in the proposal) to the Puget Sound Naval Safety Project (Schedule B in the proposal). City of Bremerton Page 1 of 1 HSIP Phase 2 Supplement #3 KPG December 2016 _ 2 j a) 04 2 / E 2 c-4 E 2 2 E C > S LU vf20 � � CO LU LU LU LL a J S) 7 ? a. T. g \ \ 3 rl 2 / \ \ , \ \ § § _ \ o o c w o « { n o 0) G m ± \ \ r— 2 §) & w \ m .§ } k I ) C® \ C14 � m _- _____- \ ) - t 2 2/ 0 �k co 00�0 04 i \ � $ n 2 9 ) ° { 2 G U) _ (D § _$ k 0 qpm f ) cf) \ / / / CD % m � co co $ U) 0 / 2 E e u 5 2 U) -- a) /\/\\} ��q 2 o]CD § _w \ _ N m co m f Lu o w g � « � \ LU 0 k k 0 %2 co pk~~ _c _ 02 -- �$§ \ ca = co �T r �T = a£ -- T. g \ \ 3 \ n o ) ¥ 2 \ m .§ } k I ) \ C14 � \ ) t ( 2 2/ 0 22 i \ 0 $ ® 2 9 ) ° { ') '; m U) 7 (D k 0 f ) cf) \ / / / § % U) 0 / 2 E e u 5 2 U) a) /\/\\} \ \ s m g m f Lu o w « � \ 0 k k T. g \ \ KPG Exhibit D CONSULTANT FEE DETERMINATION SUMMARY OF COST City of Bremerton HSIP Phase 2 Supplement #3 Supplement #1 Direct Salary Supplement #3 Direct Salary Classification Cost Total Hours Total Cost QA/QC Engineer $0.00 Project Manager $38.58 27 $1,041.66 Senior Project Engineer $0.00 Project Engineer $0.00 Design Engineer $28.85 12 $346.20 CAD Technician $39.06 18 $703.08 Transp. Planner $0.00 Senior Surveyor $0.00 Survey Party Chief $0.00 Survey Chainman $0.00 Survey Technician $0.00 Construction Manager $0.00 Clerical $28.85 8 $230.80 DSC Subtotal 65 $2,321.74 Overhead (OH) Cost (Include Salary Additives) OH Rate x DSC of 131.49% x $2,321.74 = $3,052.85 Fixed Fee (FF) FF Rate 25.00% x $2,321.74 = $580.44 DSC Total $5,955.03 Supplement #3 Agreement Amount $5,955.03 City of Bremerton December 2016 AGENDA BILL CITY OF BREMERTON B9 CITY COUNCIL SUBJECT: Public Hearing and Resolution Study Session Date: January 25, 2017 No. Adopting the Amended 2017 — COUNCIL MEETING Date: February 1, 2017 2022 Six Year Transportation Improvement Department: PW&U Plan Presenter: Tom Knuckey Phone: (360)473-2376 SUMMARY: The Six -Year Transportation Improvement Program (TIP) is prepared pursuant to RCW 35.77.010. The TIP is updated annually and filed with the Secretary of Transportation, Local Programs Office. It is intended as a planning tool for the local, State and Federal transportation funding entities. The 2017 — 2022 TIP was approved by Council on July 6, 2016; however, it does not include the Innovative Safety Grant that the City was awarded in December 2016. To be able to accept the grant, the TIP must be amended. The TIP has been prepared for City Council approval by Resolution prior to submittal to the Washington State Department of Transportation. This TIP is consistent with Bremerton's Comprehensive and Non -Motorized Transportation Plans, and Street CIP. ATTACHMENTS: 1) 2017 — 2022 Six Year City TIP Projects (Amended); 2) Resolution No. FISCAL IMPACTS (Include Budgeted Amount): Annual adoption of a six-year TIP is required by State law, and is necessary to receive certain State and Federal Transportation funds. The TIP includes $117,784,000 in projects over the 6 -year planning period. STUDY SESSION AGENDA: o No Presentation ❑ Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve Resolution No. , which approves the City's Amended 2017 — 2022 Six - Year Transportation Improvement Plan, and allow the Mayor to forward the Resolution and Plan to the Department of Transportation, Local Programs Office. 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A RESOLUTION of the City Council of the City of Bremerton, Washington, adopting the Amended 2017 — 2022 Six Year Transportation Improvement Plan. WHEREAS, after proper notice, the City Council of the City of Bremerton held a public hearing at the regular meeting of the City Council at 5:30 p.m. on February 1, 2017 to consider public testimony on the City's proposed amendment to the 2017 - 2022 Six Year Transportation Improvement Plan and, having considered public testimony to the Plan and in accordance with the provisions of RCW 47.80; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: SECTION]. The amended 2017 through 2022 Six Year Transportation Improvement Plan, set forth in Exhibit "A" attached hereto and herewith filed with the City Clerk, is hereby adopted. SECTION 2. Severability. If anyone or more sections, subsections, or sentences of this Resolution are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this Resolution and the same shall remain in full force and effect. SECTION 3. L ective Date. This Resolution shall take effect and be in force immediately upon its passage.^ PASSED by the City Council of the City of Bremerton, Washington this day of )2017. Eric Younger, Council President APPROVED AS TO FORM: ATTEST: ROGER A. LUBOVICH, City Attorney SHANNON CORIN, City Clerk R:\Legal\Legal\Resolutions\Public Works\2008 Resolution for TIP.doc 1 Amended Sir Year Transportation Plan SUBJECT: Services Reimbursement Agreement with Kitsap Public Health District for Security Services at the Salvation Army AGENDA BILL CITY OF BREMERTON CITY COUNCIL Study Session Date COUNCIL MEETING Date Department Presenter: January 25, 2017 February 1, 2017 Financial Services Mike Riley Phone: (360) 473-5303 SUMMARY: The City of Bremerton and the Kitsap Public Health District wish to enter a Services Reimbursement Agreement. This is a cooperative effort in which the City will reimburse the District for its payments to the Salvation Army for security services, and the Salvation Army will provide security services at its 6th Street facility. The funds will assist the Health District as it administers a mental health grant from Kitsap County; the grant's aim is to provide mental health outreach services. The agreement between the District and the Salvation Army is attached as Exhibit A. ATTACHMENTS: 1) Services Reimbursement Agreement with Kitsap Public Health District; 2) Exhibit A - Professional Services Agreement between Kitsap Public Health District and the Salvation Army; and 3) Interlocal Agreement for Professional Services between Kitsap County and the Kitsap Public Health District FISCAL IMPACTS (Include Budgeted Amount): This item is included in the 2017 Budget in Non - Departmental not to exceed $30,000 STUDY SESSION AGENDA STUDY SESSION ACTION: RECOMMENDED MOTION: o No Presentation ❑ Full Presentation ❑ Consent Agenda ❑ General Business Move to approve the Services Reimbursement Agreement with Kitsap Public Health District in the amount not to exceed $30,000 for security services at the Salvation Army; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION Form Updated 01/07/15 ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action SERVICES REIMBURSEMENT AGREEMENT Kitsap Public Health District The City of Bremerton ("City") and the Kitsap Public Health District ("District"), referred to collectively as the "Parties," enter into the following Agreement for services reimbursement: L Scope: The District shall provide the following service for the benefit of the City: maintaining a contract with the Salvation Army to employ a trained security guard for security services at its facility at 832 6a' Street in Bremerton. The District's contract with the Salvation Army, attached hereto as Exhibit A, sets forth the terms of their agreement. The City's role in this Agreement is only reimbursement of expenses for services provided. The City has no interest, control or liability regarding the contract between the District and the Salvation Army. II. Term: This agreement shall commence on the date of execution of this Agreement and shall continue in full force and effect until December 31, 2018, unless terminated earlier pursuant to Section IX of this Agreement. III. Reimbursement: In consideration of the services provided pursuant to this Agreement, City shall reimburse the District its costs for these services in an amount not to exceed Thirty Thousand Dollars and 00/100 ($30,000). The District shall submit monthly billing statements detailing the services for which the District has contracted and the amount paid to the Salvation Army during the preceding month. Upon receipt of a conforming billing statement, the City shall promptly process payment. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. The District shall not be reimbursed for work beyond the scope of this Agreement, unless the Scope is modified pursuant to section VII.E herein. IV. Relationship of Parties: District and its personnel are not employees or agents of the City. District and its personnel have no authority to bind the City or to control the City's employees and the City's contractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub -consultants of the District. District will be solely and entirely responsible for its acts and for the acts of District's agents, employees, representatives and sub -consultants during the performance of this Agreement. Bremerton/Kitsap Public Health District Page 1 of 4 District is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over District or its personnel. V. Indemnification: District 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 attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The City may require, as a condition of performance under this Agreement, that the District obtain public liability insurance naming the City as an additional insured. If the City so requires, it shall notify the District and give the District the option to withdraw its request. VII. General Conditions: A. Reports and Information: When requested by the City, District shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. District shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Work Performed at District's Risk: District shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at District's own risk. C. Entire Agreement: This Agreement constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements between them, written or oral, that have not been set forth in the text of this Agreement. D. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. E. Modification: This Agreement may only be modified by written instrument signed by both Parties. F. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be Bremerton/Kitsap Public Health District Page 2 of 4 deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address District Address City of Bremerton Kitsap Public Health District 3456 Ih Street, Suite 600 3456 Ih Street, Suite 300 Attn: Financial Services Attn: Katie Eilers Bremerton, WA 98337 Bremerton, WA 98337 (360) 473-5303 (360) 337-5224 G. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. H. Non -Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. I. Compliance with Laws: District shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. J. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. K. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. L. Assignment: Any assignment of this agreement by the District without the written consent of the City shall be void. VIII. Nondiscrimination: District shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other party, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all services District is providing to the City as of the effective date of termination. Bremerton/Kitsap Public Health District Page 3 of 4 CITY OF BREMERTON Patty Lent, Mayor Date Approved as to form: Bremerton City Attorney Attest: Shannon Corin, City Clerk Bremerton/Kitsap Public Health District Page 4 of 4 KITSAP PUBLIC HEALTH DISTRICT Board of Directors Robert Gelder, Chair Edward E. Wolfe, Commissioner Charlotte Garrido, Commissioner Attest: Dana Daniels, Clerk of the Board KPHD 1562 PROFESSIONAL SERVICES AGREEMENT Between KITSAP PUBLIC HEALTH DISTRICT And THE SALVATION ARMY This Professional Services Agreement ("Agreement") is made and entered into between the Kitsap Public Health District, a Health District organized pursuant to chapter 70.46 Revised Code of Washington and Chapter 9.52 Kitsap County Code, hereinafter referred to as "District," and the Salvation Army, hereinafter referred to as "Contractor." The parties mutually agree as follows: I. Period of Performance: The period of performance of this Agreement shall begin February 1, 2018 and be completed no later than December 31, 2018, unless terminated sooner or extended as provided for herein. II. Services: The District requires the Contractor to provide the services of a trained security guard in support of the crisis response team performing work related to Kitsap Connects grant project. The presence of security personnel is sought in order to preserve a peaceful work environment for staff employed by the grant as well as to mitigate hazards posed by at -risk clients. A guard shall be on site during core business hours of 8:00 AM to 2:00 PM. Contractor shall provide the vendor agreement specifying the employment and duties of the security guard to the District and it shall be attached as Attachment A. III. Qualifications/Eligibility: The Contractor will have the qualifications necessary to successfully complete the objectives of this Agreement. The Contractor hereby affirms that he/she is eligible to work in the United States as set forth in the Immigration Reform and Control Act (IRCA). IV. Compensation: The District agrees to contribute a total compensation not to exceed $30,000 during the Agreement. Compensation will be based on invoices submitted by Contractor itemizing hours worked with a detailed description of services performed. V. Contin2ency Agreement: This Agreement is contingent upon the availability of funds from the City of Bremerton. The interlocal agreement between the District and the City of Bremerton detailing the intent to distribute the funds is attached as Attachment B. Termination of this agreement due to the unavailability of funds is provided in section XIX. VI. Notices: Notices pursuant to this agreement shall be sent to: If to the District: Kitsap Public Health District ATTN: Katie Eilers 3456 th Street, Suite 300 Bremerton, WA 98337 (360) 337-5224 If to the CONTRACTOR: Salvation Army ATTN: NAME ADDRESS CITY, ST ZIP PHONE KPHD 1562 Page 2 of 5 VII. Billings: Billings to the District shall be submitted no more frequently than every 30 days, and shall be sent to: Kitsap Public Health District Accounts Payable 3456 1h Street, Suite 300 Bremerton, WA 98337 (360) 337-5215 VIII. Independent Contractor: Contractor and its employees or agents performing under this Agreement are not employees or agents of the District. IX. Indemnification: Contractor shall defend, indemnify and hold the District, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the District. Solely for the purposes of this provision, the Contractor waives its immunity under Title 51 (Industrial Insurance) of the Revised Code of Washington and acknowledges that this waiver was mutually negotiated by the parties. This provision will survive the expiration or termination of this Agreement. X. Insurance: The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. No Limitation. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the District's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent Contractors and personal injury and advertising injury. The District shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the District. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the state of Washington. 3. Professional Liability insurance appropriate to the Contractor's profession. The Contractor shall provide the District with proof of liability insurance or professional errors and omissions coverage appropriate to the Contractor's profession. KPHD 1562 Page 3 of 5 B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 2. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance in respect to the District. Any insurance, self-insurance, or insurance pool coverage maintained by the District shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the District. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the District with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. XI. Safmuardin2 of Information: The use or disclosure by Contractor of any information or documents obtained by the Contractor in the course of contract performance for any purpose not directly connected with Contractor's responsibilities under this Agreement is prohibited except as may be required by law. The security guard will sign a statement of confidentiality and will safeguard any sensitive information encountered while performing the work of this contract. The confidentiality statement shall be attached as Addendum C. XII. Statutory and Regulatory Compliance: Contractor shall comply with all applicable federal, state, and local laws, regulations, guidelines, and standards in the performance of this Agreement. XIII. Compliance with State and Federal Confidentiality Laws: The Contractor shall not use protected health information created or shared under this Agreement in any manner that would constitute a violation of the Health Information Portability and Accountability Act, commonly known as HIPAA, and any regulations enacted pursuant to its provisions. KPHD 1562 Page 4 of 5 XIV. Non -Discrimination: Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, national origin, creed, marital status, age, Vietnam era or disabled veteran status, sexual preference, or the presence of any sensory mental or physical handicap. XV. Dispute Resolution: In the event that a dispute arises under the Agreement that the parties are unable to resolve, they shall allow the dispute to be decided by a Dispute Panel in the following manner: a Mediator shall be mutually appointed by both parties, and each party shall appoint an additional member to the Dispute Panel. The Dispute Panel shall review the facts, contract terms and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Panel shall be final and binding on the parties hereto. The parties shall equally share the costs, if any, for the services of the Dispute Panel. XVI. Choice of Law: This Contract has been and shall be construed as having been made and delivered within the State of Washington and it is agreed by each party hereto that this Contract shall be governed by the laws of the State of Washington, both as to its interpretation and performance. Any action at law, suit in equity, or judicial proceeding arising out of this Contract shall be instituted and maintained only in any of the courts of competent jurisdiction in Kitsap County, Washington. XVII. Severability: If a court of competent jurisdiction holds any part, term, or provision of this Contract to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. XVIII. Amendment: This Agreement may be modified only by a written amendment executed by authorized representatives of both parties. XIX. Termination: This Agreement may be terminated by either party upon giving at least thirty (30) days advance written notice to the other party. In the event that funding for this project is withdrawn, reduced or limited in any way after the effective date of this Contract, KPHD may summarily terminate this Contract notwithstanding any other termination provision of this Contract. Termination under this paragraph shall be effective upon the date specified in the written notice of termination sent by KPHD to the Contractor. After the effective date, no charges incurred under this Contract are allowable. If the Contractor breaches any of its obligations hereunder, and fails to cure the breach within ten (10) calendar days of written notice to do so by the KPHD, KPHD may terminate this Contract, in which case KPHD shall pay the Contractor only for the costs of work performed. XX. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter. Any oral or written representations not expressly incorporated in this Agreement are specifically excluded. KPHD 1562 Page 5 of 5 KITSAP PUBLIC HEALTH DISTRICT_ Keith Grellner Administrator Date: Funding Source Program: Non -Federal ContracVGrant THE SALVATION ARMY By: SIGNATORY TITLE Date: AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Confirm Appointment of Study Session Date DeWayne Pitts as the Director of Financial COUNCIL MEETING Date Services Department C1 January 25, 2017 February 1, 2017 Executive Presenter: Mayor Patty Lent Phone: (360) 473-5266 SUMMARY: BMC Chapter 2.05, Section 2.05.020 (a) and Chapter 2.50, Section 2.50.032 (a) requires Council confirmation for the appointment of a Department Director. Council confirmation is requested to hire DeWayne Pitts as the City's Director of Financial Services. Mr. Pitt's is a licensed CPA with 26+ years of financial experience. His areas of expertise include financial reporting, financial systems, grant administration, policy, budgeting, business development, internal controls and project management. His public sector experience includes holding the position of Chief Financial Officer for the King County Sheriff's Office for 10 years (currently employed), he was the Financial Services Manager for King County Public Heath for 1 year, and the Auditor in Charge for the Washington State Auditors Office for 3 years. He holds a Bachelor of Arts in Business Administration with emphasis in Accounting. His licenses and certifications include Certified Public Accountant, Certified Fraud Examiner, Professional Finance Officer designation. He is a member of Association of Certified Fraud Examiners, and a Member of the Washington Finance Officers Association. ATTACHMENTS: 1) Letter of Engagement outlining the negotiated terms of his employment with the City of Bremerton 2) Resume 3) Emails (Council Questions & Staff Responses) 4) Job Description Worksheet 5) Job Description 6) Position Profile FISCAL IMPACTS: Position is fully funded. STUDY SESSION AGENDA: ❑ No Presentation o Full Presentation STUDY SESSION ACTION: ❑ ConsentAgenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to confirm DeWayne Pitts as the Director of Financial Services; and authorize the Mayor to finalize and execute the attached Letter of Engagement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/07/15 Mayor Patty Lent 345 6' Street, Suite 600 Bremerton, WA 983337 Telephone: 360-473-5266 Mayor's Office January 12, 2017 Mr. DeWayne Pitts RE: Letter of Engagement — Director of Financial Services Dear Mr. Pitts: It is with great pleasure that I confirm your appointment to the position of Director of Financial Services pending formal approval by the City Council. Your position is FLSA exempt and included in the Management classifications under BMC 2.50 as follows: Position: Director of Financial Services Department: Financial Services Effective Date: March 1, 2017 Rate of Pay: $12,213.74 Monthly (Band 22, Rate 8) — Pending City Council Approval ($146,564.88 annually) Appointment/Removal: Mayor Supervisor: Mayor Vacation: Starting bank of 25 days per year (pro -rated for 2017) per BMC 2.50. Benefits: Pursuant to BMC Chapter 2.50 Severance: Pursuant to BMC 2.50.090 You are an "at will" employee and may be terminated by the City without cause at any time with thirty (30) days notice. You may be terminated for cause, without notice, and no severance pay shall be paid. This letter shall constitute your terms and conditions of employment with the City and there are no other written or oral agreements that have not been set forth in this letter of engagement or covered by Chapter 2.50 of the Bremerton Municipal Code (copy attached). Please sign below indicating your acceptance of our offer of employment as outlined above for the City of Bremerton. Sincerely, Patty Lent Mayor cc: Charlotte Belmore, Human Resources Manager ACCEPTANCE OF JOB OFFER: I, DeWayne Pitts, hereby accept the appointment to position of Director of Financial Services (contingent on Council approval) effective March 1, 2017_under the terms and conditions as set forth in this Letter of Engagement. SIGNATURE: Dewayne Pitts DATE: DeWayne W. Pitts, CPA, CFE Qualifications Summary Experience KING COUNTY SHERIFF'S OFFICE — SEATTLE, WA Chief Financial Officer, 2006 to Present • Responsible for all financial reporting, planning, budgeting, procurement, grant and accounting operations of $360M biannual budget with 1,000 employees serving 1,900,000 unincorporated and city residents. Funds managed include the King County Sheriff's Office general fund (CX), Regional Automated Fingerprint Identification System (AFIS), Mental Illness and Drug dependency (MIDD), and Drug Seizure Funds • Develop, implement and monitor appropriate policies, procedures, and internal controls to ensure accuracy and protect public funds. This includes King County's Financial Management as well as Sheriff's office policies and procedures • Serve as key policy adviser to the Sheriff, Chief Deputy, Division and City Chiefs and all other Command staff • Direct team that manages $80M extensive police contracting program covering 12 Puget Sound cities with 262,000 residents and 32 other municipal governments. Key customers include the Cities of Shoreline, Burien, SeaTac, Kenmore, Maple Valley, Woodinville, Newcastle, Covington, North Bend, Skykomish, Muckleshoot Tribe, Beaux Arts. Other key customers include Sound Transit, King County Metro and the King County International Airport • Manage 15 employees covering 8 financial disciplines including payroll (7 collective bargaining agreements), procurement, federal and state grants, budgeting, accounts receivable, financial analysis/reporting, cashiering and internal and external audits • Guided Sheriff and Executive leadership in identifying over $30 million in targeted budget cuts covering 210 positions and 15 layoffs since 2008; Facilitated difficult discussions with integrity, honesty and fairness • Oversee the development, review, and approval of all contract financial rate models for intergovernmental contracts with cities and other entities • Recommend and monitor expenditure control initiatives. Prepare analysis of variances and recommend revisions of budget as necessary • Work effectively with external stakeholders including Finance Directors, City Managers and Administrators, Chiefs of Staff, City Elected Officials as well as the King County Council, Deputy Executive and the King County Budget Director • Help Sheriff and Executive Team generate yearly strategic goals. Write annual business plan • Responsible for evaluating and quantifying impacts of policy related decisions. This includes, but is not limited to: annexations, internal reorganizations, labor agreement modifications and changes to internal governmental contracts • Direct annual external audit preparation including Federal, State, County compliance • Testify in labor bargaining agreement arbitrations as the Sheriff's Office subject matter expert KING COUNTY PUBLIC HEALTH — SEATTLE, WA Financial Services Manager 2005 - 2006 • Supervised department's accounting operations of a $250+ million budget covering 7 Divisions; Responsibilities included accounts payable, payroll, accounts receivable, general ledger, grant reporting, auditing, and internal and external financial requests • Managed accounting services section comprised of 4 supervisors and 19 staff • Oversaw payroll interpretation and implementation of department's 11 union contracts; authorized payroll and benefit generation of approximately 2,000 employees • Spearheaded an aggressive campaign of accounts receivable collections and billings for 2005 – Reduced a $10 million cash deficit in early 2005 to a positive balance in 2006 • Initiated and managed a comprehensive invoice historical audit of 12 highly paid vendors; Revealed a $22k overpayment which was subsequently refunded to Public Health • Developed and maintained appropriate systems, procedures, and policies for assuring GAAP (Generally Accepted Accounting Principles) and grant reporting compliance • Informed department leadership of general ledger concerns and performed detailed financial analysis impacting departmental financial status or audit compliance • Established and maintained appropriate systems, internal controls, procedures and policies for assuring financial stewardship and legal compliance WASHINGTON STATE AUDITORS OFFICE — SEATTLE, WA Auditor -in -Charge 2002 - 2005 • Managed field work and up to 6 professional staff on numerous large governmental audits, including the Cities of Seattle, Everett, Marysville, and Woodinville. This includes the review and audit of the Comprehensive Annual Financial Report (CAFR). Other major audits included Snohomish County PUD, Shoreline Water District, Edmonds and Seattle School Districts, Sound Transit and Snohomish County Housing Authority • Selected as Team Fraud Specialist. Investigated fraud and compiled case files for local police and prosecutors. Successfully completed 9 cases involving $240,000 in public monies • Mentored and trained new staff for audit assignments; Increased team efficiency and cohesion, improved performance, and resolved conflicts • Audited numerous federal grants for compliance with Office of Management and Budget (OMB) Circular A-133 and Circular A-87 standards • Recognized formally by team manager with an outstanding team achievement award • Handled politically sensitive audit issues; Met frequently with elected officials • Performed risk analysis involving thousands of transactions and millions of dollars using complex Microsoft Access queries and Excel data manipulation DEWAYNE PITTS CPA, CFE, PS, — BELLEVUE, WA Principal 1996 - 2002 • Focused on audits, independent consulting projects and tax preparation. Client list included: AT&T Wireless, Philips Inc, Amazon.com and Deloitte and Touche • Assisted in multibillion dollar national internal audit of AT&T Wireless equipment fixed asset balances • Performed and managed all field work on client audits • Developed and implemented start-up financial systems for small businesses to help ensure compliance with tax law and external banking requirements • Started own CPA practice from the ground up. Increased client base to 75 clients in two years • Served as financial advisor to tax and financial clients: o Represented owners and management at business meetings and conferences, as their specialist in tax and financial matters o Appraised clients of financial trends and implications of changes in tax law and GAAP STARLINK COMMUNICATIONS LLC, — SEATTLE, WA Controller 1995 -1996 • Hired, trained, and managed department of 8 financial professionals • Prepared monthly internal financial statements and executive summary for CEO and department managers • Implemented financial, credit and internal control policies for multimillion dollar start-up telecommunication company MODEL AND INSTRUMENT DEVELOPMENT, — SEATTLE, WA Controller/Accounting Manager 1994 - 1995 • Conducted key internal audit of overstated inventory; advised CEO and CFO on procedure changes resulting in reduced inventory carrying costs and improved availability of key component parts. • Created $15M - $30M annual financial and operating budgets for shareholders and key management. • Supervised 10 people from 4 departments during software implementation. Promoted to controller in 4 months. ANDERSON, SWANSON, MALLONEE AND SENGER CPA'S, — BOTHELL, WA Senior Accountant/Staff Accountant 1990 -1994 • Prepared client state, local, income taxes for a client base of more than 500 • Audited, reviewed and compiled financial statements Licenses and Certifications Licensed Certified Public Accountant, State of Washington, 2/90 – present; passed all parts of May 1989 exam in one sitting Certified Fraud Examiner, 10/99 – present; passed all parts of exam in one sitting Professional Finance Officer designation, 10/08 – present Member Association of Certified Fraud Examiners, Member since 1999; International organization of 55,000 members dedicated to reducing governmental and business fraud world-wide and inspiring public confidence in the integrity and objectivity within the profession Member Washington Finance Officers Association; Member since 2008; Members include officials of local, county, and state government entities; special districts; retirement systems; and other finance professionals Education UNIVERSITY OF WASHINGTON — SEATTLE, WA BACHELOR OF ARTS, BUSINESS ADMINISTRATION WITH EMPHASIS IN ACCOUNTING, 3/89 From: Charlotte Belmore Sent: Friday, January 20, 2017 11:26 AM To: Leslie Daugs Cc: Lori Smith; Roger Lubovich; Mike Riley; Elaine Valencia; Patty Lent Subject: RE: Finance Director Attachments: C Johnson -job Description Worksheet.pdf; Director of Financial Services 1-06-14.doc; Bremerton_Director_of_Financial_Services_Position_Profile.pdf Attached is the current job description and the draft job description that was created by Cathy Johnson for the classification and compensation study. I have also attached a copy of the job announcement.. There were eleven applicants. Initially the top 5 applicants were invited to participate in the interview process. One was hired by another agency and one hacked out. There were three panels (see below). Panels 1 and 2 interviewed all candidates and panel 3 gave each candidate a tour of the City. There was a panel debriefing after the interviews at which the panels discussed each candidate's strengths and weaknesses (in lieu of scoring the applicants). The panelists unanimously agreed that Mr. Pitts was the candidate of choice. The debrief was attended by all panel members except the Mayor. Elaine and I met with the Mayor to go over the debriefing. Panel 1 Eric Younger Roger Lubovich Mike Riley Andrea Spencer Chief Duke Chief Strachan Panel 2 Mayor Lent Charlotte Belmore Elaine Valencia Panel 3 Chal Martin Jeff Elevado Let me know if you have any other questions, Charlotte Belmore Human Resources Manager City of Bremerton 360-473-5926 From: Elaine Valencia Sent: Thursday, January 19, 2017 12:38 PM To: Charlotte Belmore <Charlotte.Belmore @ci.bremerton.wa.us> Subject: FW: Finance Director From: Lori Smith on behalf of City Council Sent: Thursday, January 15, 2017. 11:01 AM To: City Council; Patty Lent Subject: FW: Finance Director Attn: Council Members and Mayor Lent -----Original Message ----- From: Leslie Daugs Sent: Wednesday, January 18, 2017 11:42 PM To: City Council <City.Council@ci.bremerton.wa.us> Subject: Finance Director Lori, Could you please forward to all City Council as well as Mayor Lent. I would send this to all, but I didn't want a conversation to be started with an email chain. I don't want to start a quorum. Thank you. One thing I do want to share, is I don't want to micro -manage the work of city staff. Nor do I question the skill set of the candidate. What 1 have problems with, is this particular item was put on the agenda, without all council being aware. Consent agenda is when we as a body decide to put these items on the consent side. I do not like seeing an agenda, which we talked about at a study session, and then a week later at council an item is slipped in. This does not give the council body the opportunity to discuss concerns or issues. The process was not communicated, nor did this process go through proper channels prior to putting it on an agenda. If this went through the proper channels, we would of avoided a difficult situation for Mr. Pitts. I really don't like putting potential new employees on the spot. For the upcoming hire/discussion of the Finance Director, I realized I do have some questions prior to study session next week. -1 would like to review the Job Description for the position -1 would also like to know who was on the interview committee. -During the interview, is there a rating scale that is used to determine the top choice, or is this just decided by conversation after the interview -Lastly how many applicants applied Thank you, and I look forward to a healthy conversation on this. Leslie Daugs District 2 Bremerton City Council From: Lori Smith on behalf of City Council Sent: Friday, January 20, 2017 1:56 PM To: City Council Subject: FW: Council (Dist 4) Questions - Finance Director Attn: Council Members (FYI) -----Original Message ----- From: Greg Wheeler Sent: Friday, January 20, 2017 1:41 PM To: Mike Riley <Mike.Riley@ci.bremerton.wa.us>; Roger Lubovich <Roger.Lubovich@ci.bremerton.wa.us> Cc: Pat Sullivan rPat.Sullivan@ci.bremerton.wa.us>; Leslie Daugs Leslie.Daugs@ci.bremerton.wa.us>; Jerry McDonald rJerry.McDonald@ Ci. bre merton.wa.us7; Eric Younger <EricYounger@c i.bremerton.wa.us>; Dino Davis Dino.Davis@ci.bremerton.wa.us>; Richard Huddy Richard.Huddy@ci.bremerton.wa.us>; Patty Lent cPatty.Lent@ci.bremerton.wa.us>; City Council cCity.Council@ci.bremerton.wa.us> Subject: Questions and request for information regarding Mayors selection of the next Finance Director pending City Council confirmation Good afternoon, As a courtesy, I am submitting my questions and request for information in advance, to give time for all parties to be prepared for next Wednesday's City Council Study Session. This will be the fourth Finance Director Mayor Lent has asked the Council to confirm during my seven years on the Council. Turnover of this frequency impacts the city's stability and can result in negative consequences. Ensuring the right fit for any director position is imperative. Please feel free to forward this email to the members on the interview panel. I am requesting the following information be provided in advance of next Wednesday's City Council Study Session: 1) A copy of the Contract with Prothman. 2) A copy of the Finance Director job opening posted on Job Board powered by Prothman. Please be prepared to discuss the following questions next Wednesday regarding the Mayors selection of the next Finance Director pending City Council confirmation. 1) How long was the contract with Prothman (start and stop dates) for this position? What determines the rates/fees Prothman charges municipalities? 2) What exactly does Prothman do after they post the job opening? Please provide an explanation of their involvement from start to finish. Explain their process. The following questions should help answer this question. A) Does Prothman screen the applicants? B) Does Prothman select the top 3 or 5 candidates? C) Does Prothman make recommendations? D) Does Prothman do background checks? E) Does Prothman verify information and check references? 3) How many applied and how many were interviewed by Prothman? Explain the interview process. 4) How are applications handled that come directly to the city? A) How many applicants applied directly to the city? B) If applied directly to the city, how many were interviewed? 5) How long did the city post this opening? If different then the length of the Prothman contract please explain. 6) How was the salary determined for the Mayor's choice of Finance Director pending City Council confirmation? 7) How wide (geographically) was the search for applicants? 8) What is the exact Job Description? 9) When was the last time the Job Description for Bremerton's finance director was updated? 10) Did the Mayors selection apply through Prothman or was he recruited from another source? A) If recruited from another source does Prothman still do the review and screening? 8) If not who at the City would do this? I have other questions and comments about what I believe to be vital qualifications for the position of Finance Director for the City of Bremerton. Respectfully, Greg Wheeler Bremerton City Council District 4 (360) 204-0564 City of Bremerton, Washington Job Description Worksheet V-- 1A T;+1- Phone contact: ie name of your department: Your primary wont iocanon: �U �u . amu, Financial Services NDGC Mayor I. POSITION SUMMARY Please summarize the overall purpose of your position in one or two sentences. As a guide, you may want to highlight the single most important objective(s) for the job, or think of how you would explain your job to someone outside your work team. This position plans, organizes, directs and evaluates the City's overall administrative support services, financial operations, and fiscal planning functions. Plans, directs and supervises the activities of the Financial Services division (Finance, City Clerk, Information Technology and Bremerton Kitsap Access Television), Ii. QUALIFICATIONS In this section, please summarize the important education, experience (length and type), special training, and special abilities you believe should be required for a new person to be able to perform this job in a satisfactory manner, In other words, if you were hiring someone for this job, what background would you look for? 1. Formal education re wired for this job: 2. Length of direct experience required: Bachelor's degree in Business or Public Administration 7 years 3. Types of job experience and/orspecialized training: 4. Equipment, tools, and aids you must be gualified to use: Supervision and administration Office machines including telephone, fax, computer and copy machines. 1 -AAP 4- . 5. Special knowledge of specific work processes, systems, or subject matters: 6. Certificates or licenses r uirea: Knowledge of state, federal and local statutes applicable to municipal government. Familiar with accounting and budgeting practices and reporting requirements (GAAP, GASB). Working knowledge of Financial software programs used to analyze and present data as well as analysis and research techniques. Communicate effectively with a wide audience both in person and in writing. Ability to interpret CPA, MBA or MPA desired and understand complex information and legal documents. III. ESSENTIAL RESPONSIBILITIES List the major responsibilities of your position in order of importance, how are they performed, what results are expected, who is your customer, what technical, logistic, or interpersonal challenges are involved with completing the duty/responsibility, and other teams must you work with. As a general rule, a duty should only be listed if it takes more than 5% of your time. BE SURE TO LIST THE 3 MOST CRITICAL RESPONSIBILITIES FIRST. la. Major responsibility or 1 b. Steps, tasks, activities or processes used. 1c. Results and customer, Monitor legislative and economic changes as well as financial Current Financial Goals and Develop, update and monitor City's FinancialPolicies that provide framework Goals and Policies best practices to identify items that could impact the financial for decision making by the condition of the City and warrant updates to adopted policies. Mayor and Council. or logistical 1. ch1. 11 allenges to complete this duty. 1 e. other work teams involved. Job Description Worksheet @ Jacobson, Betts & Company, dba JB REWARD SYSTEMS 2014 Work with contractor to prepare annual budget, review monthly Oversee contract for management of Kitsap financial reports, meet quarterly to review operations, oversee Conference Center conformance with contract and make recommendations for updates and changes as necessary 7d. Technical or to ig stical challenges to complete this duty,___ Understanding of contract requirements including conference operations and facility maintenance requirements. Monitoring of ongoing financials operations to determine trends and identifying areas that need attention. IV. ENVIRONMENTAL. FACTORS AND WORKING RELATIONSHIPS Operations in compliance with contract requirements, facility is operated and maintain to City standards. 7e. other work teams involved. Contractor, facilities department, legal department. A. This section identifies physical requirements and environmental considerations. Please check the items listed below with % or a v . 1. Regularity of work hours: ! crawling ( _.._.......... Guiding power tools __.. ... .................. .........._....I ......... .. .._ ...._ _ ..........._.................. ......................................._......... ...... .. _ ......... ._.... _.... Regular, per work schedule x ........_Bending-staopmg-kneeling .... Pushing, pulling, guiding materials i Operate equipment controls, levers Evening meetings, enter frequency 1-2 Stand, walk on unstable surfaces Operate heavy equipment ! i Over 45 hours x Lifting, > 25 pounds, list % of time 5. Environment/health considerations: On-call, enter frequency ° Lifting, > 50 pounds, list 1° of time __................a..._........._...?__._.._............._........_...............__._........_......................_..._..__.....__................;..._.............a Work near moving objects i g I i ..............._._._......_._._......._._._._..............._._..._....._......._.._.........___......_............_..__......._..... 2. Work on a computer screen: ........... ......... _.........._.............-_._-__------_...._._....................... 4. Hand-eye-amr coordination: Ventilation, airborne fumes More than 50% of the time x j Keyboarding, speed required 60 1 Noiseitemperature extremes 3. Physical movements and effort: I Assemble, connect small objects ( Sharp objects j Mostly sifting, some walking & standing x Reaching, retrieving work materials _.._. I Infection or communicable disease .... .._....__........... __.............. __.._................._........_........................_.............. ........... B. Please estimate the time you spend working and communicating with others to accomplish your work? Staff members in my department 40% 1 Staff members in other departments � 40% ': General public 5°l0 Outside agencies & businesses 10% Community organizations ( 5°i° Vendors I 5°l0 _......_...._.._.___.._.........._.... _.... .... _..............._..__..__.....................�...__.....__..........;..._.__._.._........_..._............. .._._._......._._......... __.......__........ V. ADDITIONAL INFORMATION A. Additional information and comments. Please use this space for information you believe is important to conveying a good basic understanding of your job, yet may not have been covered in other sections of the worksheet. You may want to add information such as your thoughts or recommendations for career ladders, special skills that might be needed for this job in the future, or how your iob has evolved/changed. My background as Assistant Finance Director has allowed me insight into the detail of daily operations at the City and the needs to streamline operations and update policies to work more effectively and efficiently. The communication percentages above reflect an effort to work with the Mayor and departments to implement policies and processes toward that end, In the future I expect that external communication with the public, community organizations and other outside businesses will increase as more effort is directed to further partnerships with the community. Job Description Worksheet @ Jacobson, Betts & Company, dba JB REWARD SYSTEMS 2014 September 30, 2016 Ms. Patty Lent Mayor City of Bremerton 345 6th St., Suite 600 Bremerton, WA 98337 Dear Mayor Lent: Thank you for your confidence in Prothman to assist the City of Bremerton in the recruitment for its next Director of Financial Services. The following represents a scope of work for this search and associated professional fees and expenses. SCOPE OF SERVICES Project Review The first step will be to review the following topics: ♦ Review the scope of work and project schedule ♦ Identify the geographic scope of the search (local, regional or national) ♦ Review the compensation package and decide if a salary survey is needed ♦ Identify key stakeholders Information Gathering and Research We will travel to Bremerton and spend as much time as it takes to learn everything we can about your organization. Our goal is to thoroughly understand the values and culture of the City, as well as the preferred qualifications you desire in your next Director of Financial Services. We will: ♦ Meet with the Mayor ♦ Meet with the HR Director ♦ Meet with Finance Department Staff ♦ Meet with other stakeholders as directed ♦ Review all documents related to the position Position Profile Development We will develop a profile of your ideal candidate. Once the Position Profile is written and approved, it will serve as the foundation for our determination of a candidate's "fit" within the organization and community. Profiles include the following: ♦ A description of the ideal candidate's qualifications • Years of related experience and education required • Ideal personality traits and work habits ♦ Organization -specific information • Description of the organization, position and key responsibilities • Priorities and challenges facing the organization ♦ Community -specific information • Overview of the region • Description of the environment and quality of life details ♦ Compensation package details ♦ Information on how to apply 206.368.0050 * 371 NE Gilman Blvd., Suite 310 Issaquah, WA 98027 * www.prothman.com Recruitment and Advertising Strategy We recognize that often the best candidates are not actively looking for a new position --this is the person we want to reach and recruit. We have an aggressive recruitment strategy which involves the following: ♦ Print and Internet -based Ads placed nationally in professional publications, journals and on related websites. ♦ Direct Mail Recruitment Brochures sent directly to hundreds of highly qualified finance professionals who are not actively searching for a new position. ♦ Direct Contact Calls placed directly to candidates that we know. ♦ Posting the Position Profile on the Prothman Website, which receives thousands of hits per month. Candidate Screening Once the application deadline has passed, we will conduct an extensive candidate review designed to gather detailed information on the leading candidates. The screening process has 4 key steps: 1) Application Review: Using the Position Profile as our guide, we will screen the candidates for qualifications based on the resumes, applications, and supplemental questions (to determine a candidate's writing skills, analytical abilities and communication style). After the initial screening, we take the yes's and maybe's and complete a second screening where we take a much deeper look into the training, work history and qualifications of each candidate. 2) Personal Interviews: We will conduct in-depth videoconference or in-person interviews with the top 8 to 15 candidates. During the interviews, we ask the technical questions to gauge their competency, and just as importantly, we design our interviews to measure the candidate's fit within your organization. 3) Internet Publication Background Search: We conduct an internet publication search on all semifinalist candidates prior to their interviews. If we find anything out of the ordinary, we discuss this during the initial interview and bring this information to you. 4) Work Session: We will prepare and send to you a detailed summary report and binder which includes each candidate's application materials and the results of the personal interviews and publication search. We will travel to Bremerton and advise you of the candidates meeting the qualifications, our knowledge of them, and their strengths and weaknesses relative to fit within your organization. We will give you our recommendations and then work with you to identify the top 4 to 6 candidates to invite to the final interviews. We will discuss the planning and design of the final interview process during this meeting. Final Interview Process The design of the final interviews is an integral component towards making sure that all stakeholders have the opportunity to learn as much as possible about each candidate. ♦ Elements of the design process include: • Deciding on the Structure of the Interviews We will tailor the interview process to fit your needs. It may involve using various interview panels or one-on-one interviews with the decision makers. • Deciding on Candidate Travel Expenses We will help you identify which expenses your organization wishes to cover. • Identifying Interview Panel Participants & Panel Facilitators We will work with you to identify the participants of different interview panels to ensure that all stakeholders identified have been represented. ROTHNIAN 2 ♦ Background Checks In addition to the internet background search, prior to the final interviews, we will conduct a background check on each of the finalist candidates. Background checks include the following: • References We conduct 6-8 reference checks on each candidate. We ask each candidate to provide names of their supervisors, subordinates and peers for the last several years. • Education Verification, Criminal History, Driving Record and Sex Offender Check We contract with Sterling and conduct a criminal history, driving record and sex offender check on each candidate in the states in which they have worked. ♦ Candidate Travel Coordination For those candidates who will be traveling to the final interviews, we work with the candidates to organize the most cost effective travel arrangements. ♦ Final Interview Binders We will provide Final Interview Binders. They are the tool that keeps the final interview process organized and ensures that all interviewers are "on the same page" when it comes to evaluating each candidate. ♦ Final Interviews with Candidates We will travel to Bremerton and facilitate the interviews. The interview process usually begins with a morning briefing where schedule and process will be discussed with all those involved in the interviews. Each candidate will then go through a series of one-hour interview sessions, with an hour break for lunch. ♦ Panelists & Decision Makers Debrief After the interviews are complete, we will facilitate a debrief with all panel participants where the panel facilitators will report their panel's view of the strengths and weaknesses of each candidate interviewed. The decision makers will also have an opportunity to ask panelists questions. ♦ Candidate Evaluation Session After the debrief we will facilitate the evaluation process, help the decision makers come to consensus, discuss next steps, and organize any additional candidate referencing or research if needed. ♦ Facilitate Employment Agreement Once the top candidate has been selected, we will offer any assistance needed in developing a letter of offer and negotiating terms of the employment agreement. Warranty Repeat the Recruitment: If you follow our process and a top candidate is not chosen, we will repeat the recruitment with no additional professional fee, the only cost would be the expenses. FEE, EXPENSES & GUARANTEE Professional Fee The fee for conducting a Director of Financial Services recruitment with a one- year guarantee is $17,500, plus expenses. The professional fee covers all Prothman consultant and staff time required to conduct the recruitment. This includes all correspondence and all on-site meetings ROTHNI.4N 3 with the client, writing and placing the recruitment ads, development of the candidate profile, creating and sending invitation letters, reviewing resumes, coordinating and conducting semifinalist interviews, coordinating and attending finalist interviews, coordinating candidate travel, professional reference checks on the finalist candidates and all other search related tasks required to successfully complete the recruitment. Expenses Expenses vary depending on the design and geographical scope of the recruitment. We work diligently to keep expenses at a minimum and keep records of all expenditures. The City of Bremerton will be responsible for reimbursing expenses Prothman incurs on your behalf. Expense items include but are not limited to: ♦ Newspaper, trade journal, websites and other advertising (approx. $900 - 1,600) ♦ Direct mail announcements (approx. $1,600 — 2,100) ♦ Final Interview Binders & printing of materials (approx. $400 - 600) ♦ Delivery expenses for Interview Binders (approx. $100 - 250) ♦ Consultant travel — mileage at IRS rate, travel time at $50 per hr ♦ Background checks performed by Sterling (approx. $175 per candidate) ♦ Any client -required licenses, fees or taxes ♦ Candidate travel: We cannot approximate candidate travel expenses because they vary depending on the number of candidates, how far the candidates travel, length of stay, if spouses are included, etc. If you wish, we will coordinate and forward to your organization the candidates' travel receipts for direct reimbursement to the candidates. A 3% charge will be added to all expenses which reflects City of Issaquah and State B&O tax obligations that we pay for every dollar we invoice, including expenses. Professional fees are billed in three equal installments throughout the recruitment. Expenses are billed monthly. ADDITIONAL CANDIDATE SELECTION This contract provides that the client shall hire one (1) candidate from the applicant pool. Should the client wish to hire a second applicant identified by this search, there will be an additional fee. Prothman retains ownership of all application materials submitted by the applicants. GUARANTEE Our record of success in placing highly qualified candidates provides that Prothman will guarantee that if the selected finalist is terminated or resigns within one year from the employment date, we will conduct a replacement search with no additional professional fee, your only cost would be the expenses; on the conditions that Prothman has conducted a full recruitment process and the position has been recruited at market rate salary. CANCELLATION You have the right to cancel the search at any time. Your only obligation would be the fees and expenses incurred prior to cancellation. Accepted by: CITY OF BREMERTON PROTHMAN Chalotte Belmore Human Resources Manager ROTHA4AN Date 9/30/2016 Sonjcq Prothman Date Vice President S City of Bremerton Classification Specification January 2014 DIRECTOR OF FINANCIAL SERVICES GENERAL FUNCTION Plans, directs and supervises the activities of the following Financial Services' Divisions: Finance, City Clerk, Information Technology and Bremerton Kitsap Access Television (BKAT). This position plans, organizes, directs, and evaluates the City's overall administrative support services, financial operations, and fiscal planning functions. REPRESENTATIVE ESSENTIAL DUTIES AND RESPONSIBILITIES (Note — This list is intended only to illustrate the various types of work that may be performed. The omission of specific statements does not exclude them from the position.) • Provide guidance, direction and management support to the Financial Services Divisions. Ensure accountability for completion of departmental goals, objectives and work functions. • Develop goals and objectives, assist staff in achieving programs and objectives, and monitor outcomes. Provide advice and information to other departments, Mayor and City Council in support of the Department of Financial Services requirements and City goals and objectives. Develop new systems and procedures to improve efficiency. • Manage budgets, justify funding and program requirements to Mayor and City Council. • Review and prepare proposed legislation, testify before legislative committees and meet with legislators. Coordinate internally with Mayor, City Council and staff and externally with other governments, local Chamber of Commerce, business, AWC and City consultants. • Participate in a variety of special projects as directed by the Mayor such as economic development strategies, new facilities, and purchase and sale of land. • Compile and coordinate research for surveys and prepare reports. Advise, develop and implement policy, procedure, ordinances and resolutions. Review and sign off on agenda items for City Council. Seek funding opportunities through grants and legislation. Respond to inquiries and complaints from officials, staff, outside agencies and the public. • Design, negotiate and administer contracts, franchises and agreements • Participate on statutory committees and with other civic, community and professional organizations. Represent the City at public functions and meetings, and maintain awareness of changes and opportunities for local government through professional organizations. • Provides financial operations, planning and consulting services to the Mayor, City Council and City departments on specific municipal finance issues, budget preparation, and consequences of fiscal alternatives and options. • Prepares City-wide written finance -related policies and procedures (sometimes through ordinances and resolutions) that help safeguard the City's assets and ensure compliance with State regulations. • Coordinate the State and Federal legislative action program for the City. Negotiate large contract and franchise agreements. • Assists the Mayor in overseeing and coordinating the City's cyclical major financial planning functions, including its annual and multiple -year budget and City-wide capital improvement program (CIP), and coordinating the production of related official City publications. • Monitors financial trends and budgeted revenues and expenditures of the City to ensure that fiscal responsibility and control is maintained and to assure the fiscal well being of the City. • Plans, coordinates and manages the City's interim and long-term debt finance issues in accordance with the City's debt management policies, including retention of qualified bond counsel and underwriter(s). • Reports the results of City financial operations to both City management and the City Council through monthly and quarterly reporting. Provides financial analyses, reports and information to Page 1 of 3 City of Bremerton Classification Specification January 2014 DIRECTOR OF FINANCIAL SERVICES the Mayor, City departments and City Council to optimize effective and responsible decision- making. • Interfaces with the State Auditor during the annual audit of the City, coordinating the City's compliance efforts, and responding both orally and in writing to recommendations, concerns and findings. • Develops the annual revenue estimates for use in developing the annual or biennial budgets. Prepares, monitors and is responsible for the budgets of the Financial Services Department, Miscellaneous Non -Departmental, all debt service funds, City capital improvement programs, and other Mayor -assigned operating funds and departments. • Directs and oversees the preparation of various State, Federal and other agency reports and ensures that payments made are in compliance to State and Federal statutes and regulations. • Provide professional City -related financial advice to the Mayor, City Council and Department Directors, making verbal and written presentations as may be needed or requested; provides financial analyses and interpretations of consultant, legislative, and other related mandates and proposals impacting the City's financial position. KNOWLEDGE, SKILLS AND ABILITIES: Knowledge of: • City ordinances, policy, charter and state law relating to municipal government • Generally accepted accounting and auditing principles, theory and practices, as well as financial analysis and research techniques • City computer software application systems and information systems technology and applications • Modern principles and practices of management and supervision, and public sector personnel laws, regulations and policies • Advanced level of contract development and negotiations • Proficiency with PC and various application software • Mastery of budgetary principles, practices, operations and procedures • State BARS and general State law as it relates to municipal finance in Washington State • General business and financial management practices needed to operate effectively in the City's general business environment Ability to: • Communicate effectively and maintain quality -working relationships with other City employees and the public during the course of work. Tact, patience and courtesy are needed, as well as the ability to effectively communicate technical concepts to lay people • Allocate resources effectively • Effectively plan, develop and maintain complex detailed administrative projects and programs • Create a work environment that fosters teamwork and collaboration • Conduct effective public presentations geared to a wide variety of audiences • Negotiate complex agreements that adhere to the goals, strategic plans and policies of the City • Interpret and understand complex information and legal documents and conceptualize, organize, and direct complex and interrelated financial functions and planning programs to promote, accuracy and compliance with laws and financial management standards, and to produce information which will assist the Mayor achieve the City's objectives and overall mission • Skill in preparing and directing the preparation of policies, procedures, ordinances, resolutions, comprehensive budgets, analyses, reports and recommendations • Understand the City's political environment and have sensitivity to that environment, and have the ability to function effectively within that environment Page 2 of 3 City of Bremerton Classification Specification January 2014 DIRECTOR OF FINANCIAL SERVICES • Identify the department's future direction in response to changing City needs, and to develop, implement, and monitor appropriate plans, goals and objectives, schedules and action steps • Plan and organize and meet rigid schedules and demanding time -lines • Establish and execute complex oral and written instructions and to apply available guidelines to various situations • Provide leadership, counsel, motivation, and constructive performance reviews to department personnel at all levels, securing their respective commitments to the goals of the department and the City. • Quickly grasp technical financial principles and procedures, and carry on more than one function at a time in an environment subject to many distractions QUALIFYING EDUCATION AND EXPERIENCE (Minimum Requirements) Bachelor's degree in business or public administration or closely related field and seven (7) years increasingly responsible work experience in a supervisory or administrative capacity. CPA, MBA or MPA highly desirable. PHYSICAL REQUIREMENTS Work requires frequent sitting and standing, the ability to operate office machines including telephone, fax, computer terminal and copy machine, and occasional lifting over 30 pounds. Regular presentations require public speaking ability and the use of audio visual equipment. Must be able to understand and give complex written and oral instruction. Frequent automobile and occasional air travel are required. WORKING CONDITIONS Work is primarily performed in an office environment. Frequent evening and occasional weekend meetings are required. Frequent local travel and occasional in state and out of state travel required. LEGAL AND REGULATORY EMPLOYMENT CONDITIONS • Fair Labor Standards Act: The classification is exempt under the laws of fair Labor Standards Act minimum wage and overtime provisions. • Representation: Non -represented • Civil Service: The classification is excluded from the City's Civil Service System. • Appointment and Removal Authority: Appointed by Mayor and confirmed by the City Council. Removed by Mayor. This classification specification does not constitute an employment agreement between the City and employee. It is subject to change by the City as the needs of the City and requirements change. Page 3 of 3 WHY APPLY? i ne Uity or tsremerton oT- ��'fers affordable, quality living in a spectacular water and Bremerton mountain setting. Located on the Kitsap Peninsula in is Washington State, Bremer- ton lies east of the Olympic mountains and directly across the Puget Sound from Seattle. The ferry terminal and Bremerton Transportation Center at the foot of downtown lead visitors into a growing community of galleries, thea- ters, shops, restaurants, museums and cafes. Bremerton offers an experienced public sector fi- nance professional a challenging and rewarding ca- reer opportunity. If you want to make a difference in a unique community that offers an outstanding quali- ty of life, and would like to lead a dedicated staff in an organization that places a high value on providing outstanding service, this is the position for you! THE COMMUNITY Bremerton was platted by William Bremer in 1891 and was officially incorporated on October 15, 1901. With a population of almost 40,000, the City of Bremerton is the largest city in Kitsap County and serves as the urban center for the Bremerton - Silverdale Metropolitan Area. For over a century, the City of Bremerton has been home to Puget Sound Naval Shipyard, which em- ploys over 9,000 civilians that service U.S. Navy ships. In addition, nearly 6,000 active duty military personnel are based at this site. Additional major employers in the region include Harrison Medical Center and Olympic College. Kitsap County's busi- ness climate is healthy and the naval and Depart- ment of Defense installations in the county have a significant positive impact on the City's economy. Bremerton's downtown core is undergoing a com- ROTNMAN prehensive revitalization and the City has developed a master plan for the Puget Sound Industrial Area to encourage manufacturing and industrial develop- ment. There is lots to see and do in Bremerton, like taking a stroll along the Boardwalk, touring the historic USS Turner Joy, visiting Harborside Fountain Park and PSNS Memorial Plaza, or spending the afternoon browsing through Bremerton's historic Arts District and unique shops. The popular Blackberry Festival is held annually during Labor Day weekend on the waterfront boardwalk to celebrate everything Blackberry with 130 vendors. In July each year, the boardwalk also hosts 30 microbreweries for the Bremerton Brewfest and annually in August, a wine festival is hosted by the Bremerton Conference Center in the Harborside Fountain Park. Bremerton is also home to the nation's largest Armed Forces Day parade. And if you love golf, the City -owned Gold Mountain Golf Complex is rated number 4 as one of the best public golf courses in the country. Bremerton is a great place to live and offers quality schools, vast recreation, a clean environment, 35 beautiful parks, cultural programs, convenient shop- ping, and excellent medical facilities, such as the state-of-the-art Heart & Vascular Center at Harrison Medical Center. Olympic College in Bremerton pro- vides advanced technical and baccalaureate de- grees and enriches the community with many educa- tional and community services and a Business Rela- tions Center. The Bremerton High School complex boasts a modern performing arts center which pro- vides a venue for opera, dance, theater and the Bremerton Symphony. THE CITY Bremerton is a full-service city that operates under the laws of the State of Washington applicable to a home -rule charter city under a Mayor/Council form of government. The city council is currently comprised of seven members, elected by district by the citizens of the City, each serving a four-year term. The Mayor, a full-time elected official, is the chief execu- tive officer of the City. The department directors are appointed by the Mayor with city council approval, and work under the direction of the Mayor. The man- agement team is comprised of the City's seven de- partment heads and they enjoy a collegial and coop- erative working relationship. The City provides a full range of municipal services including fire protection and emergency medical ser- vices, law enforcement, municipal court, parks and recreation facilities and activities, in-house legal de- partment, transportation, infrastructure construction and maintenance, economic development, building and planning, zoning, finance and administration, and operates water, sewer, and storm water utility systems. As of 2016, Bremerton operates on a budget of approximately $159 million, and employs 327 FTE's. THE FINANCE DEPARTMENT The Department of Financial Services is comprised of 4 divisions, including the Finance Division, City Clerk, Bremerton Kitsap Access Television, and In- formation Technology. The Finance Division pro- vides service support for both external users and internal users by providing information to facilitate the decision making process in the areas of budget- ing, accounting, reporting, treasury management, revenue collection and payment services in the are- as of payroll and accounts payable. The City Clerk Division is responsible for official City records, public information disclosure, contract management, and serves as City Council Liaison. This division also provides oversight of contracts for Parking Enforce- ment and Animal Control services and day to day parking system management. The City Clerk also serves as the Secretary of the City's LEOFF pension boards. ROTNMAN The Department of Financial Services currently em- ploys 21.31 FTE's including the Director of Financial Services, and operates on a 2016 budget of $3.4 million with a $39.1 million General Fund Budget. THE POSITION Under the direction of the Mayor, the Director of Fi- nancial Services plans, organizes, directs, and eval- uates the City's overall administrative support ser- vices, financial operations, and fiscal planning func- tions. The Director is responsible for the supervision of the Financial Services division, which includes Finance, City Clerk, Information Technology, and Bremerton Kitsap Access Television. Other responsibilities include: ➢ Monitor legislative and economic changes as well as financial best practices to identify items that could impact the financial condition of the City and warrant updates to adopted policies. ➢ Develop current Financial Goals and Policies that provide a framework for decision making by the Mayor and Council. ➢ Oversee contract for management of Kitsap Conference Center. Oversee conformance with contract and make recommendations for updates and changes as necessary. ➢ Oversee the development of the City's annual budget and monitor ongoing budget compliance throughout the year. CHALLENGES & OPPORTUNITIES ➢ The City needs to have a strategy for increasing revenue to support city services. The Mayor and City Council look to annexation and development as a means to this end. The new Director will play a significant role in proposing strategies to achieve increased revenue to support the in- creasing cost of services. ➢ Funding for transportation improvements has been limited for many years resulting in a decline in the quality of local roads. The City Council has identified transportation funding as one of their top priorities. Already established Transportation Benefit District funding is not sufficient to meet the needs of the community. There is a need for the new Director to identify other funding options for consideration. ➢ The City is currently contracting for a compre- hensive Parking Study to assess the current condition of the parking system, identify future needs and make recommendations for strategies to address demand and financing of the system. The new Director will work with the Mayor, con- sultant and stakeholders to develop recommen- dations for consideration by the City Council. IDEAL CANDIDATE Education and Experience: ➢ Bachelor's degree in public administration, busi- ness administration, public finance or related field from an accredited college or university. ➢ CPA, MBA, or MPA is highly desirable. ➢ Seven years of directly related experience at an administrative, management or staff level in mu- nicipal government. Necessary Knowledge, Skills and Abilities: ➢ Familiar with accounting and budgeting practices and reporting requirements. (GAAP, GASB) ➢ Knowledge of Financial software programs used to analyze and present data, as well as analysis and research techniques. ➢ Must communicate effectively with a wide audience both in person and in writing. ➢ Ability to interpret and understand complex information and legal documents. ➢ The knowledge to encourage innovation and creativity within the organization. ➢ Very strong budget and finance skills and have the ability to set goals, develop timelines and schedules, and hold those involved accountable with meeting deadlines. ➢ Ability to manage conflict and help build teamwork. ➢ Experience managing municipal debt, working with bond counsel and underwriters, and making sure the City is taking advantage of opportunities to decrease the cost of financing capital projects. ➢ Have a fair but conservative approach to revenues, with a good understanding of revenue forecasting. ➢ Proven ability to provide excellent customer services to internal and external customers. ➢ Experience as a change agent, willing to evaluate current practices and push for new methods. ➢ Experience with franchise negotiations and management. ➢ Strong leadership skills with the ability to foster teamwork and collaboration within the organization. Candidates may possess any combination of rele- vant education and experience that demonstrates their ability to perform the essential duties and re- sponsibilities. The ideal candidate will be committed to excellent customer service. COMPENSATION & BENEFITS ➢ $117,645 - $143,339 DOQ ➢ 4% deferred compensation ➢ WA State retirement benefits ➢ Medical, dental and vision ➢ Sick leave (earns 1 day per month) ➢ Vacation — 15 days through 2 years, 20 days af- ter two years, 25 days after 5 years ➢ 11 paid holidays �Bi For more information on Bremerton, please visit: www.ci.bremerton.wa.us The City of Bremerton is an equal opportunity employer. All qualified candidates are strongly encouraged to apply by November 20, 2016 (first review, open until filled). Applications, responses to the supplemental questions, resumes and cover letters will only be accepted electronically. To apply online, go to www.prothman.com and click on "submit your application" and follow the directions provided. Resumes, cover letters and responses to supplemental questions can be uploaded once you have logged in. www.prothman.com 371 NE Gilman Blvd., Suite 310 PROTHMAN Issaquah, WA 98027 206.368.0050 © 2016 Prothman. All Rights Reserved. AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: First of two Public Hearings on Amendment No. 1 for a One -Year Extension of Sub -Concession and Assignment of Concession Agreement with the Olympic Soccer & Sports Center (OSSC), LLC Study Session Date COUNCIL MEETING Date Department: Presenter: C2 January 25, 2017 February 1 & 13, 2017 Parks & Recreation Jeff Elevado Phone: (360) 473-5428 SUMMARY: On June 27, 2014, the City entered into a Sub -concession and Assignment of Concession Agreement ("Sub -concession") with Olympic Soccer & Sports Center, LLC ("Olympic") and Keystone Financial Management, Inc. ("Keystone") authorizing Olympic to grant to Keystone a sub -concession of the Concession Agreement upon certain terms and conditions whereby Keystone would acquire all interest in the assets of Olympic in the future including the assignment of the Concession Agreement to Keystone. The term of the Sub -concession will expire on February 28, 2017. Olympic has requested a one (1) year extension to the Sub -concession to allow the parties to finalize financing and the assignment of the Concession Agreement to Keystone. Ownership of the underlying property upon which the improvements are located does not change and will remain with the City. ATTACHMENTS: 1) Amendment No. 1 to Sub -concession and Assignment of Concession Agreement; and 2) Sub -concession and Assignment of the Concession Agreement with Exhibits A & B FISCAL IMPACTS (Include Budgeted Amount): No Fiscal Impact. STUDY SESSION AGENDA: ❑ No Presentation o Full Presentation STUDY SESSION ACTION: ❑ Consent Agenda RECOMMENDED MOTION: February 1: Public Comment Only with No Action ❑ General Business o Public Hearing (1 of 2) February 13: Move to approve a One -Year Extension to the Sub -Concession and Assignment of Concession Agreement with the Olympic Soccer & Sports Center (OSSC), LLC; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: ❑ Approve Form Updated 01/07/15 ❑ Deny ❑ Table ❑ Continue ❑ No Action AMENDMENT ONE TO SUB -CONCESSION AND ASSIGNMENT OF CONCESSION AGREEMENT THIS AGREEMENT amends the Sub -concession and Assignment of Concession Agreement entered into between the City of Bremerton ("City") and Olympic Soccer & Sports Center, LLC ("Olympic"), to Keystone Financial Management, Inc. ("Keystone"). WHEREAS, the City granted a concession to Olympic pursuant to the "First Amended Concession Agreement Between the City of Bremerton and Olympic Soccer & Sports Center, LLC" executed on October 30, 2006 ("Concession Agreement") for use of the property legally described in the Concession Agreement ("Premises") for soccer related activities; and WHEREAS, a Memorandum of First Amended Concession Agreement recorded on December 13, 2006 in the records of Kitsap County under Auditor's File No. 200612130124; and WHEREAS, on June 27, 2014, the City entered into a Sub -concession and Assignment of Concession Agreement ("Sub -concession") with Olympic and Keystone authorizing Olympic to grant to Keystone a sub -concession of the Concession Agreement upon certain terms and conditions whereby Keystone would acquire all interest in the assets of Olympic in the future including the assignment of the Concession Agreement to Keystone; and WHEREAS, the Sub -concession expires February 28, 2017 and Olympic and Keystone have requested an extension of the Sub -concession in order to complete the acquisition of Olympic by Keystone and the assignment of the Concession Agreement; and WHEREAS, the City's consent to an extension of the Sub -concession is required: and WHEREAS, the parties agree to extend the term of the Sub -concession one year; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration received, the parties agree as follows: A. Term Extended. Section I of the Sub -concession is hereby amended by amending Subsection 2 to read as follows: 2. The term of the Sub -concession shall expire February 28, 2018. B. Other Provisions. All other provisions and terms of the Sub -concession not specifically amended herein shall remain in full force and effect. IN WITNESS WHEREOF, this Agreement is enter into on the date fully executed below. OLYMPIC SOCCER & SPORTS CENTER, LLC Dennis Michael, Member Date: KEYSTONE FINANCIAL MANAGEMENT, INC. William M. Wright, President Date: CITY OF BREMERTON Patty Lent, Mayor Date: STATE OF WASHINGTON COUNTY OF KITSAP In In the City of Bremerton, on the day of , 2017, before me, a Notary Public in and for the above state and county, personally appeared DENNIS MICHAEL, known to me or proved to be the person named in and who executed the foregoing instrument, and being first duly sworn, such person acknowledged that he or she executed said instrument for the purposes therein contained as his or her free and voluntary act and deed. NOTARY PUBLIC My Commission Expires: (SEAL) 2 STATE OF WASHINGTON COUNTY OF KITSAP In the City of Bremerton, on the day of , 2017, before me, a Notary Public in and for the above state and county, personally appeared WILLIAM M.WRIGHT, known to me or proved to be the person named in and who executed the foregoing instrument, and being first duly sworn, such person acknowledged that he or she executed said instrument for the purposes therein contained as his or her free and voluntary act and deed. NOTARY PUBLIC My Commission Expires: (SEAL) STATE OF WASHINGTON COUNTY OF KITSAP In the City of Bremerton, on the day of , 2017, before me, a Notary Public in and for the above state and county, personally appeared PATTY LENT, Mayor of the City of Bremerton, the municipal corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute the said instrument on behalf of said municipal corporation. NOTARY PUBLIC My Commission Expires: (SEAL) R:\Legal\Legal\Files\Current Active Files\Olympic Soccer\Assignment of Concession Agreement - Keystone\Amendment 1 to Sub -Concession Agreement.docx SUB -CONCESSION AND ASSIGNMENT OF CONCESSION AGREEMENT "PHIS AGREEMENT authorizes the sub -concession and future assignment of the First Amended Concession Agreement entered into between the City of Bremerton ("City") and Olympic Soccer & Sports Center, LLC ("Olympic"), to Keystone Financial Management, Inc. ("Keystone"). WHEREAS, the City granted a concession to Olympic pursuant to the "First Amended Concession Agreement Between the City of Bremerton and Olympic Soccer & Sports Center, LLC" executed on October 30, 2006 ("Concession Agreement"), attached hereto as Exhibit A, for use of the property legally described in the Concession Agreement ("Premises") for soccer related activities; and WHEREAS, a Memorandum of First Amended Concession Agreement was recorded on December 6, 2006 set forth in Exhibit B; and WHEREAS, Olympic desires to grant to Keystone, and Keystone desires to accept, a sub -concession of the Concession Agreement ("Sub -concession") as set forth herein; and WHEREAS, Keystone and Olympic have entered into an agreement whereby Keystone would acquire all interest in the assets of Olympic in the future including the assignment of the Concession Agreement to Keystone; and WHEREAS, the City's consent to a sub -concession and future assignment of the Concession Agreement is required to complete the acquisition by Keystone; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration received, and with the intent to be legally bound, the parties agree as follows: I. SUB -CONCESSION 1. Olympic hereby grants a Sub -concession of the Concession Agreement and all of its right, title, and interest thereunder to Keystone and Keystone hereby accepts such Sub - concession. Keystone shall have all of the rights of Olympic under the Concession Agreement except the right of assignment, and except as provided herein. For purposes of this agreement, Keystone shall also include any wholly owned subsidiary thereof. 2. The term of the Sub -concession shall expire February 28, 2017. 3. During the term of the Sub -concession, Keystone hereby assumes and agrees to be bound by all of Olympic's obligations under the Concession Agreement. Keystone shall perform all the terms, covenants, and conditions of the Concession Agreement, including the payment of rent and any other required amounts to City, after the date hereof. 4. Keystone shall indemnify and hold Olympic harmless from any and all claims, damages, causes of actions, judgments, fees, fines, costs, expenses, and liabilities of whatever nature, including attorney's fees, arising under the Concession Agreement, including any breach or default in the performance of any obligation to be performed under the Concession Agreement, or relating to the Premises in any way during the term of the Sub -concession 5. Keystone shall not assign the Concession Agreement or sublet all or any portion of the Premises without the prior written consent of City pursuant to Section 8.7 of the Concession Agreement. 6. Except as specifically modified herein, the Concession Agreement will continue in full force and effect. II. FUTURE ASSIGNMENT 1. During the term of the Sub -concession Agreement, Keystone intends to raise money to acquire all interest in the assets of Olympic, including the assignment of the Concession Agreement to Keystone. Any assignment of the Concession Agreement would have to be completed by the date of termination of the sub -concession. For purposes of this assignment, Keystone shall also include any wholly owned subsidiary thereof. 2. Upon assignment of the Concession Agreement, Keystone shall indemnify and hold Olympic harmless from any and all claims, damages, causes of action, judgments, fees, fines, costs, expenses and liabilities of whatever nature, including attorney's fees, arising under the Concession Agreement, including any breach or default in the performance of any obligation to be performed under the Concession Agreement, or relating to the Premises in any way. 3. Upon assignment of the Concession Agreement, Keystone shall be responsible to the City for the full and faithful performance of the Concession Agreement, including, but not limited to, the insurance provisions of Section 8.5 and indemnification provisions of Section 8.6 of the agreement. 4. Pursuant to Section 8.7 of the Concession Agreement, Olympic shall remain responsible to the City for the full and faithful performance of the Concession Agreement upon its assignment to Keystone. III. CITY'S CONSENT TO SUB -CONCESSION AND FUTURE ASSIGNMENT 1. City hereby consents to the sub -concession of the Concession Agreement set forth herein from Olympic to Keystone. The City's consent to the granting of a sub -concession does not relieve Olympic of any of the duties and obligations of the Concession Agreement to the City. 2. City hereby consents to the future Assignment of Concession Agreement from Olympic to Keystone or a subsidiary thereof. Any assignment shall occur during the term of the Sub -concession set forth above. If an assignment of the Concession Agreement from Olympic to 2 Keystone is not completed by the date of termination of the sub -concession from Olympic to Keystone as provided in this agreement, this agreement expires and Keystone shall not have any further interest in this agreement, including, but not limited to, any sub -concession or assignment of the premises. 3. By executing this Agreement, the City is only consenting to the Sub -concession and future assignment of the Concession Agreement and does not assume any obligations of Olympic or Keystone with respect to the Sub -concession or assignment. 4. As noted is Section II(4) above, the City's consent to the granting of an assignment does not relieve Olympic of any of the duties and obligations of the Concession Agreement to the City. Provided, however, the City shall relieve Olympic of all obligations and liabilities under the Concession Agreement upon Keystone's acquisition of the business and Premises from Olympic and upon approval by the City of a new concession agreement between the City and Keystone. IV. EFFECTIVE DATE OF SUB -CONCESSION AND ASSIGNMENT. 1. The sub -concession granted herein shall become effective upon the date this agreement is fully executed by the parties hereto. 2. The assignment of the Concession Agreement shall become effective upon execution of written documentation of the assignment, executed by the parties hereto. The City's execution of such documentation by the Mayor is conditioned upon the Mayor's determination that: a) Olympic and Keystone are in compliance with the terms and conditions of this agreement; and b) Olympic and Keystone are not in default of the Concession Agreement at the time of assignment. If the above conditions are not met, further review and approval by City Council is required. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and assigns. IN WITNESS WHEREOF, this Agreement is executed in duplicate originals on the date fully executed below. O MPIC SOCCER & SPORTS CENTER, LLC By: J)Z!►nIS Mle&4 Its: M,Q,mbff (Notary on next page) STATE OF Q COUNTY OF I In .�rjm&f jj , on the �� day of f"¢ r)l , 2014, before me, a Notary Public in and for the above state and county, personally a peared I nis M1 aej , known to me or proved to be the person named in and who executed the foregoing instrument, and being first duly sworn, such person acknowledged that he or she executed said instrument for the purposes therein contained as his or her free and voluntary act and deed. 1017 NOTARY BLIC My Commission Expires: 11101 1 HEIDI J. ABRAMS NOTARY PUBLIC STATE OF WASHINGTON COMMISSION EXPIRES NOVEMBER 9, 2017 STATE OF W1t6hIn4fb11 COUNTY OF (SEAL) AGEMENT, INC. In ��A on the day of j4prj , 2014, before me, a Notary Public in and for the above state and county, personally a peared j,�i j � JAAA known to me or proved to be the person named in and who executed the foregoing imrument, and being first duly sworn, such person acknowledged that he or she executed said instrument for the purposes therein contained as his or her free and voluntary act and deed. NOTARY PIMLIC FNOTARY JABRAMS My Commission Expires: PUBLIC F WASHINGTON(SEAL) SION EXPIRES BER 9, 2017 4 CITY OF BREMERTO/N awe; Patty L Z7 ayor STATE OF WASHINGTON COUNTY OF KITSAP In�on the day of 2014, 2014, before me, a Notary Public in and for the above state and county, personally appeared Patty Lent, Mayor of the City of Bremerton, the municipal corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute ¢ instrument on behalf of said munici corporation. �N M. p�'AyI e7 ; ,� ,,� aR Y •: Z Z PUBLIC My Commission Expires: s� '• �� y �� (SEAL) OF WA`' R \Legal\Legal\Files\Current Active Files\Olympic Soccer\Assignment of Concession Agreement - Keystone\Sub-Concession Agreement-Final.docx FIRST AMENDED CONCESSION AGREEMENT BETWEEN THE CITY OF BREMERTON AND OLYMPIC SOCCER & SPORTS CENTER, LLC This First Amended Concession Agreement between the City of Bremerton (CITY) and Olympic Soccer & Sports Center, LLC (CONCESSIONAIRE) specifically amends the Concession Agreement entered into between the parties on June 20, 2001 ("Concession Agreement") collectively referred to hereinafter as ("Agreement") WHEREAS, CONCESSIONAIRE desires to construct an addition to the current structure to add a second indoor playing field to the facility, and WHEREAS, the CITY has agreed to amend the Concession Agreement to grant additional space to the concession for the second indoor playing field, NOW, THEREFORE, for valuable consideration and by mutual consent of the parties, the Concession Agreement is hereby amended and replaced in its entirety to read in full as follows: ARTICLE 1. CONCESSION. 1.1 Concession of Premises. 1.1.1 Premises Described. CITY hereby grants a ground and use concession to CONCESSIONAIRE for the Premises, approximately fifty thousand square feet (50,000 sq. ft.) of land (hereinafter referred to as "Concession Area") within the confines of the Pendergast Regional Park and legally described in Exhibit A attached hereto and incorporated by reference. This concession is granted for the development, construction, maintenance and operation, for profit, of an indoor athletic facility consisting a permanent structure of approximately fifty thousand square feet (50,000 sq. ft.) ) as well as for related fixtures, appurtenances, parking and exterior landscaping (hereinafter referred to as "Improvements"), and generally shown in the preliminary building and site plan in Exhibit B attached hereto and incorporated by reference. (Collectively referred to as "Premises") Premises does not include the fee ownership or leasehold interest of the real property upon which the Premises are located. CONCESSIONAIRE hereby agrees to the terms and conditions of this Agreement. The PARTIES agree that upon the date of execution of this First amended Concession Agreement, the Premises consists of permanent structure of approximately thirty thousand square feet (30,000 sq. ft.) and related improvements, and that the CONCESSIONAIRE intends to construct an addition of approximately twenty thousand square feet (20,000 sq. ft.) to the current structure to add a second indoor playing field to the Premises ("Second Field"). The PARTIES further agree that any and all current or future development and construction of Improvements on the Premises are owned by CONCESSIONAIRE subject to any security interest of lender, if any, and subject to the CITY's right, title and interest at the expiration or termination of this Agreement pursuant to Article 2.4. The common address of the Premises is 1199 Union Avenue Bremerton WA, 98312. 1.1.2 Right of Entry. In addition to the Premises described above, the CITY grants CONCESSIONAIRE 1) a Right of Entry for ingress and egress to and from the public right-of- way (Union Avenue) over and upon the City parks properties and roadway to access the Premises and 2) a 15 foot Right of Entry buffer adjacent to and abutting above described Concession Area for maintenance and repair of the Improvements as identified in Exhibit B, (Collectively "Rights of Entry"). CONCESSIONAIRE's use of the Rights of Entry granted herein shall not be used in a manner inconsistent with or interfere with the CITY's use of the property. CONCESSIONAIRE shall not install any structures or other improvements on the Rights of Entry without the CITY's prior written approval. Such approval shall be at the CITY's sole discretion. The Rights of Entry shall terminate upon the expiration or termination of this Agreement. 1.2 Possession, Quiet Enjoyment & Covenants. Except as provided in Articles 3 & 4.3 herein, the CONCESSIONAIRE shall be entitled to exclusive possession of the Premises upon commencement of the development and construction of the Premises as defined by Article 5.4 herein. Upon taking possession of the Premises, and on performing all the covenants and conditions herein, the CONCESSIONAIRE shall peaceably and quietly have, hold, and enjoy the Premises at all times during the full term of this Agreement. Every covenant in this Agreement shall be deemed and treated to be a covenant running with the Premises during the full term of the Agreement, and shall extend to the heirs, legal representatives, successors, and assigns of the PARTIES. No change in CITY's ownership of the Premises, or rights to the payments hereunder, however accomplished, shall operate to enlarge the obligations or reduce the rights of CONCESSIONAIRE. No change in CITY's ownership of the Premises shall be binding upon CONCESSIONAIRE for any purpose until CONCESSIONAIRE shall have been given notice thereof. ARTICLE 2. TERM OF AGREEMENT 2.1 Term. The term of this Agreement shall be fifteen (15) years, commencing June 20, 2001, the EFFECTIVE DATE of this Agreement. 2.2 Option to Renew. The CITY agrees to offer the CONCESSIONAIRE three (3) successive ten (10) year options to renew this Agreement, contingent upon 1) . CONCESSIONAIRE remaining in full compliance with the terms and conditions of this Agreement and 2) the CITY accepting the level of insurance coverage required in Article 8.5.2 for each new ten (10) year term exercised by CONCESSIONAIRE, which acceptance will not be unreasonably denied. Each ten (10) year option to renew shall renew automatically unless CONCESSIONAIRE gives the CITY prior written notice of its desire not to renew or the CITY gives CONCESSIONAIRE prior written notice of CONCESSIONAIRE's failure to be in full compliance with the terms and conditions of this Agreement in which case the CONCESSIONAIRE shall be given the opportunity to cure such default pursuant to Article 7.2. The CONCESSIONAIRE may terminate this Agreement at any time with prior written notice to 2 the CITY. The CITY may request a review of insurance coverage required in Article 8.5.2 pursuant to Article 3.1.2. The CITY may request CONCESSIONAIRE to cure any default and come into full compliance with the terms and conditions of this Agreement at any time pursuant to Article 7.2. The failure of CONCESSIONAIRE to provide prior written notice not to renew or failure of the CITY to accept the level of insurance coverage or cure any default or request full compliance with the terms and conditions of this Agreement shall not constitute a waiver by either party. 2.3 Right of First Refusal. Upon the expiration of all terms of this Agreement, CONCESSIONAIRE shall have a Right of First Refusal for a new Concession but this right shall only extend to the right to operate a recreation facility similar in scope to the uses identified and authorized in Article 4.1.1 of this Agreement and only if the CITY requests such use in its solicitation for a concessionaire for the Premises. If the City desires a different use for the Premises, then CONCESSIONAIRE shall not have a Right of First Refusal. 2.4 Improvements -Expiration or Termination of Agreement. Upon the expiration of the term(s) of this Agreement or upon the termination of this Agreement, other than as a result of condemnation proceedings, the then existing Improvements on the Premises will become the property of and owned by the CITY and the CITY shall have all right, title and interest in the same. ARTICLE 3. CONSIDERATION 3.1. Consideration for Concession. 3.1.1 Cash and Premises Use. As consideration for the ground and use concession granted by the CITY to the CONCESSIONAIRE by Article 1 herein, the CONCESSIONAIRE shall provide fair and equitable compensation to the CITY in the form of cash payments and hours of use of the Premises, subject to Article 3.1.4 of this Agreement. Premises use by the CITY shall be governed by Article 3.3 herein. Consideration shall be established pursuant to a formula including the square footage value of the Concession Area, parking use, outdoor lighting costs and hours of use of the Premises by the City as set forth in Exhibit C. Based upon Exhibit C, the CONCESSIONAIRE shall provide the CITY with an annual total of 150 hours of Premises use and further shall pay the CITY One Thousand Dollars and No Cents ($1000.00) per month beginning on the first full month following the month a certificate of occupancy is issued to CONCESSIONAIRE for the Second Field. The Premises use shall be per hour per field; said kinds of use to be determined at the sole discretion of the CITY. The monthly cash payment shall be adjusted every year during the term(s) of this Agreement based upon the prior years' Consumer Price Index (CPI) for all urban consumers as published by the United States Department of Labor for Seattle -Tacoma -Bremerton, all items (1982-84-100). For purposes of the CPI adjustment, the base shall be the June 2006 CPI index June to June every year (i.e. June 2006- June 2007). The CPI adjustment shall occur on the following January 1St of each year during the term of this Agreement. No adjustment, whether an increase or a decrease, shall exceed two percent (2%) annually. CONCESSIONAIRE shall make this payment to the City by 3 the fifteenth day of the month following the end of each month. CONCESSIONAIRE may prepay these monthly payments on a quarterly, semi-annual or annual basis or as otherwise approved by the CITY. 3.1.2 Re -Opener of Compensation and Insurance Coverage. At any time within 180 days prior to the beginning of each ten (10) year term or any time after the beginning of any ten (10) year term, either party may request a re -opener of the consideration and leasehold tax set forth in Article 3 and the insurance coverage required in Article 8.5.2. The parties acknowledge that it is the intent to provide no more than one re -opener for each ten (10) year term, or remaining portion thereof if notice to re -open is given after the beginning of the new term, unless the parties mutually agree to additional re -openers. Upon such request, the parties will, in good faith, review the consideration, leasehold tax and/or insurance coverage, and further, negotiate and make appropriate adjustments to reflect changes in market values and use of the Premises using as the basis the date and the consideration, leasehold taxes, insurance coverage, use of Premises and other relevant factors which established the figures requested to be reviewed. In the event the PARTIES cannot reach an agreement following review and negotiation, the PARTIES agree to mediate the issues in dispute. 3.1.3 Leasehold Excise Tax. Pursuant to RCW 82.29A.020(1), concessions fall within the definition of leasehold interest, therefore, even though this Agreement is not for a lease, it is still subject to the leasehold tax set forth in Chapter 82.29A RCW. Accordingly, CONCESSIONAIRE agrees to pay, in addition to other taxes and fees pursuant to Article 8.4.2, the leasehold excise tax pursuant to Chapter 82.29A RCW. The tax will be based on the current value of use of the property through this Agreement (concession rate value) as set forth in Exhibit C in the amount of $21,000.00 per year. Since partial consideration to the City for this property use consists of hours of field use at the Premises established through a formula based upon the current hourly value of field use, no adjustments will be made for the property use or value of field use during the term(s) of this Agreement. Therefore, for purposes of assessment and payment of the leasehold tax only, the value of the use of the property ($21,000.00) will be adjusted every five years during the term(s) of this Agreement based upon the prior five years' Consumer Price Index (CPI) for all urban consumers as published by the United States Department of Labor for Seattle -Tacoma -Bremerton, all items (1982-84-100) For purposes of the CPI adjustment, the base shall be the June 2002 CPI index June to June every five years (ic. June 2002- June 2007). The CPI adjustment shall occur on the following January I" of each year during the term of this Agreement. No adjustment, whether an increase or a decrease, shall exceed two percent (2%) annually. In addition, CONCESSIONAIRE agrees to pay when due, the leasehold excise tax, or any additional assessments thereto, with respect to any payment or obligation hereunder, which is deemed by the State of Washington to be taxable rent under said chapter and to indemnify and hold the City harmless from the same. CONCESSIONAIRE shall pay quarterly to the City by the fifteenth day of the month following the end of each quarter, or as otherwise required by the State of Washington, the amount of the leasehold tax owing. CONCESSIONAIRE may prepay these quarterly payments on a semi-annual or annual basis or as otherwise approved by the CITY. 4 3.1.4 Reversion of Second Field Concession Area and Compensation. Unless otherwise agreed to in writing, in the event, the CONCESSIONAIRE is not issued a Certificate of Occupancy for the Second Field by December 31, 2007, the Concession Area as defined in Article 1.1.1 shall automatically revert to the original 30,000 square foot Concession Area defined in the Concession Agreement entered into between the parties on June 20, 2001 plus a 15 foot Right of Entry buffer adjacent to and abutting said 30,000 square feet Concession Area for maintenance and repair of the Improvements as identified in Article 1. 1.2 of this Agreement. In addition, the consideration set forth in Article 3.1.1 of this Agreement shall revert to the original annual compensation of 182 hours of PREMISES use as identified in Article 3.3 of the June 20, 2001 Concession Agreement and no cash payments. 3.2 Athletic Equipment/Personal Property Use. Premises use by the CITY received as consideration for this Agreement does not include the use by the CITY of any of the CONCESSIONAIRE's athletic equipment or other personal property. Use by the CITY of any of the CONCESSIONAIRE's athletic equipment or other personal property will be negotiated separately between the CITY and the CONCESSIONAIRE and is outside the scope of this Agreement. 3.3 Timing of Premises Use by CITY. The consideration paid by the CONCESSIONAIRE in the form of Premises use by the CITY shall commence accruing from the EFFECTIVE DATE of this Agreement. It is mutually understood and agreed that the CITY can receive its full annual compensation of 150 hours of Premises use at any time during the 12 month period -beginning with the EFFECTIVE DATE of this Agreement and every 12 month period thereafter. 3.4 Premises Use by CITY. 3.4.1. Types of Use. The hours of Premises use provided by the CONCESSIONAIRE to the CITY in consideration for this Agreement are intended to provide recreational opportunities of a suitable and compatible nature for the residents of the CITY as part of the Parks and Recreation programs. Such Premises use by the CITY shall be without cost to the CITY to the extent of the 150 hours annually, pursuant to Article 3.2 herein. 3.4.2 Maintenance & Utility Costs/Clean-Up After Use. The CONCESSIONAIRE shall be responsible for all overhead costs, including the utilities and general maintenance, of the Premises during the use of the Premises by the CITY. The CITY agrees to clean-up the Premises after each CITY use. 3.4.3 Damage, Claims, & Liability. The CITY shall be responsible for all damage or claims that may arise out of the Premises use by any of the CITY's employees, agents, guests, or invitees. The CITY, during such periods of use, shall supervise or cause the CITY's employees, agents, guests, or invitees to be supervised. The provisions for mutual indemnity, hold harmless, and liability insurance pursuant to Articles 8.5 & 8.6 herein apply during Premises use by the CITY. W1 3.5 Scheduling Premises Use by CITY. The CITY and the CONCESSIONAIRE shall meet at times as necessary, to determine how such Premises use hours shall be allocated to the CITY in the upcoming quarter in accordance with the following provisions. 3.5.1 Spring and Summer Quarters. The CITY shall have the full discretion to determine which hours of Premises use the CITY intends to use during the Spring quarter (April, May, & June) and Summer quarter (July, August, & September) of each year. At the CITY's discretion, the CITY has the right to schedule its full annual compensation of 150 hours of Premises USE during the Spring and Summer quarters. 3.5.2 Fall and Winter Quarters. The CONCESSIONAIRE shall have the full discretion to determine which hours of Premises use the CONCESSIONAIRE intends to use during the Fall quarter (October, November, & December) and Winter quarter (January, February, & March) of each year. The CONCESSIONAIRE has the right to schedule the CITY's remaining compensation, if any, of Premises USE not previously scheduled by the CITY during the Spring and Summer quarters. 3.6 CITY's Increased Premises Use. The CITY shall have the full discretion to determine which hours of the CITY's Premises use will be accounted against the CITY's annual compensation of 150 hours. The CITY may increase its hours of Premises use beyond its annual compensation by paying to the CONCESSIONAIRE an hourly rate then in effect by the CONCESSIONAIRE and with scheduling at the discretion of the CONCESSIONAIRE. ARTICLE 4. USE & OPERATION OF PREMISES 4.1 Use of Premises 4.1.1 Indoor Athletic and Recreational Uses. The CONCESSIONAIRE will use and occupy the Premises throughout the full term of this Agreement for the purpose of providing indoor athletic, educational, entertainment, community activities, and recreational opportunities, all related to the operation of an indoor recreation facility. CONCESSIONAIRE shall take reasonable precautions in securing the Premises during the full term of this Agreement. 4.1.2 Incidental Uses. The CONCESSIONAIRE may provide concessions in the form of food and beverage and the sale of incidental items directly related to the use of the recreation facility including, but not limited to, gym equipment, soap, shampoo, and similar shower supplies, and clothing related to athletic pursuits. 4.1.3 Security and Nuisance During Use. The CONCESSIONAIRE shall take reasonable precautions in securing the Premises during the full term of this Agreement. The CONCESSIONAIRE shall use the Premises for no unlawful purposes and shall not use or occupy the Premises in any manner, which would constitute a public nuisance or violate State or CITY laws. on 4.2 Operating Hours. The availability of recreational opportunities for CITY residents is a material consideration for this Agreement. Accordingly and during the full term of this Agreement, the CONCESSIONAIRE shall continuously conduct and carry on the CONCESSIONAIRE'S permitted uses and shall keep the Premises open for business and cause the CONCESSIONAIRE'S business to be conducted therein during the usual business hours of each and every business day as mutually agreed upon. This provision shall not apply if the Premises should be closed and the business of CONCESSIONAIRE is temporarily suspended on account of labor strikes, lockouts, or similar causes beyond the reasonable control of CONCESSIONAIRE, or for maintenance, remodeling, repair, or renovation as approved by the CITY in writing (including approvals of any construction schedules.) The CONCESSIONAIRE covenants and agrees to provide sufficient personnel, and to keep the Premises adequately stocked with merchandise, recreational equipment, fixtures, and facilities so as to conduct its business in accordance with sound business practice. The CONCESSIONAIRE, in order to keep its business commitments, shall be in operation in accordance with sound business practice. 4.3 Entry by CITY. CITY may enter the Premises at all times to inspect; provide services required hereunder; post notices of CONCESSIONAIRE's noncompliance with the provisions of this concession, all without being deemed a constructive eviction. Any person or persons who may have an interest in the purpose of CITY's visit may accompany CITY. CITY has the right to use any and all means that CITY deems proper to open doors and gates in an emergency in order to obtain entry to the Premises. 4.4 Health Inspections. CONCESSIONAIRE shall not knowingly commit or willfully permit to be committed any act or thing contrary to the rules and regulations prescribed by the local board of health, or which shall be contrary to the laws, rules or regulations of any federal, state or municipal authority. CONCESSIONAIRE shall allow the Bremerton-Kitsap County Health Department to make regular and ordinary inspections of the Premises as said health department may deem proper. 4.5 Maintenance, Repair, & Improvements 4.5.1 Maintenance. CONCESSIONAIRE shall, at its sole cost and expense, clean and maintain the Premises, and make repairs, restorations, and replacements to the Premises, including without limitation the heating, ventilating, air conditioning, mechanical, electrical, and plumbing systems, structural roof, walls, and foundations, roof coverings, sprinkling and irrigation systems, playing surfaces and the fixtures and appurtenances to the Premises as and when needed to preserve them in "first class" condition and repair (less normal wear from use) throughout the full term. CONCESSIONAIRE shall further keep in repair and maintain as necessary all machinery, equipment and facilities necessary for the playing of sports and the comfort of players. CONCESSIONAIRE shall paint the exterior of the buildings (except the metal) with such frequency as may be required to maintain their good, clean appearance. All such repairs, restorations, and replacements will be in quality and workmanship at least equal to the original work or installations. If CONCESSIONAIRE fails to make such repairs, restorations, or replacements, CITY may make them at the expense of CONCESSIONAIRE and such expense 7 will be paid by CONCESSIONAIRE within fifteen (15) days after delivery of a statement for such expense. 4.5.2 Sidewalks Maintenance. At its sole cost and expense, CONCESSIONAIRE shall maintain any sidewalks on the Premises in good and presentable condition during the full term of this Agreement, shall be responsible for correcting any unsafe conditions, and shall be responsible for the removal of ice and snow from the sidewalks. 4.5.3 Janitorial Services. At its sole cost and expense, CONCESSIONAIRE shall keep the Premises clean, and shall provide sufficient janitorial services to maintain a tidy appearance on and about the Premises. CONCESSIONAIRE shall provide landscaping maintenance services, as applicable such that landscaping on the Premises remains healthy, attractive, and well maintained. 4.5.4 Repair of Damage. In the event any damage or injury shall occur to the Premises of any kind or nature whatsoever, CONCESSIONAIRE shall promptly cause said damage or injury to be fully repaired at CONCESSIONAIRE'S own cost and expense. In the event CONCESSIONAIRE fails to accomplish such repairs within fifteen (15) days of receipt of written notice by the CITY, then in that event CITY may, but is not required to, enter the Premises and accomplish such repairs and bill CONCESSIONAIRE who will pay the bill within fifteen (15) days after delivery of a statement for such expense. 4.5.6 Improvements. The CONCESSIONAIRE shall be solely responsible for providing adequate funding for any alterations or improvements as provided in this Agreement and such alterations or improvements shall be made without cost to the CITY. 4.5.7 Alterations of Premises after Construction. After such time as the Premises have been completed and accepted as defined above, the CONCESSIONAIRE shall not make any material alteration to the Premises including any changes to the landscaping, without the CITY'S prior written consent. 4.6 Signs. CONCESSIONAIRE may place and maintain signs upon the Premises in accordance with applicable sign and zoning codes of the CITY. 4.7 Utilities. 4.7.1 Utility Services and Expense. The CONCESSIONAIRE will pay for all water, gas, garbage, sewage, electricity, telephone, and other utilities and communications services used by CONCESSIONAIRE on the Premises, whether or not such services are billed directly to CONCESSIONAIRE. CONCESSIONAIRE will also procure, or cause to be procured, without cost to the CITY, any and all necessary permits, licenses, or other authorizations required for the lawful and proper installation and maintenance upon the Premises of utility appurtenances and appliances for use in supplying such utilities and services to and upon the Premises. The CITY, upon request of CONCESSIONAIRE, and at the sole expense and liability of the CONCESSIONAIRE, will join with CONCESSIONAIRE in any application required for obtaining or continuing any such services, provided that such services do not violate any other applicable provision of this Agreement. The CITY shall not be held liable for any injury, loss, or damage caused by or resulting from any interruption or failure of utility services due to any cause whatsoever, except the CITY's sole negligence. CONCESSIONAIRE shall not be entitled to any offset, reduction, or return of consideration as a result of any interruption or failure of services. 4.7.2 Trash & Garbage. The CONCESSIONAIRE shall place all trash and garbage into such areas and containers as are designed and intended to accommodate the trash and garbage generated within or on the Premises. The CONCESSIONAIRE shall not allow trash and/or garbage to accumulate such that a nuisance or health hazard results. 4.8 Parking. The CITY will be responsible to provide adequate parking to support the Premises and its operations. 4.9 Hazardous Substances. 4.9.1 Definition. As used herein, the term "Hazardous Substance" means any hazardous, toxic, or dangerous substance, waste, or material, which is or becomes regulated under any federal, state, or local statute, ordinance, rule, regulation, or other law now or hereafter in affect pertaining to environmental protection, contamination, or cleanup. 4.9.2 Information. CONCESSIONAIRE shall keep upon the Premises, in a location accessible to CITY, on request during normal business hours, copies of all reports regarding hazardous or toxic materials in the Premises that CONCESSIONAIRE has provided to any governmental agency in the previous quarter. CONCESSIONAIRE shall, upon request and at CONCESSIONAIRE'S expense, provide CITY with a copy of any such report as to which CITY request a copy. In the event of any accident, spill, or other incident involving hazardous or toxic matter that CONCESSIONAIRE is required to report to any governmental agency, CONCESSIONAIRE shall immediately report the same to the CITY and supply CITY with all information and reports with respect to the same, together with CONCESSIONAIRE'S clean-up or remediation plan and schedule. If such clean-up or remediation plan is not acceptable to CITY in CITY'S sole discretion, CITY may so notify CONCESSIONAIRE and, upon 48 hours prior written notice (or without notice if so required by an emergency) may enter on the Premises to conduct the cleanup or remediation and charge CONCESSIONAIRE the costs thereof. All information described herein shall be provided to CITY regardless of any claim by CONCESSIONAIRE that it is confidential or privileged, provided that the CITY shall not publish or disclose the information to any third party except as pursuant to Chapter 42.56RCW. 4.9.3 Indemnification. CONCESSIONAIRE agrees to hold harmless, protect, indemnify, and defend CITY from and against any damage, loss, claim, or liability, INCLUDING Attorney's fees and costs, resulting from CONCESSIONAIRE'S use, disposal, transportation, generation, and/or sale of any Hazardous Substances. The CITY agrees to hold C harmless, protect, indemnify, and defend CONCESSIONAIRE from and against any damage, loss, claim, or liability, including attorney's fees and costs, resulting from (a) Hazardous Substances existing on the Premises as of the EFFECTIVE DATE of this Agreement; or (b) Hazardous Substances thereafter used, disposed of, or generated on the Premises by the CITY. These indemnities will survive the termination of this Agreement, whether by expiration of the Term or otherwise. 4.10 Risk of Loss. All personal property of any kind or description whatsoever in the Premises shall be at the CONCESSIONAIRE's sole risk, and CITY shall not be liable for any damage done to, or loss of, such personal property. However, CONCESSIONAIRE is not responsible for losses or claims of stolen property under the care and contol of the CITY during the CITY'S use periods. ARTICLE 5. DESIGN & CONSTRUCTION OF PREMISES 5.1 Design. The CONCESSIONAIRE shall retain a licensed architect or licensed professional engineer, registered in the State of Washington (hereinafter referred to as the DESIGN ENGINEER), who shall design the indoor athletic facility, the Second Field and other related Improvements. The CITY shall have the right to approve the final design of the Improvements and shall have a continuing right to approve the exterior color of any structure on the Premises. CONCESSIONAIRE shall comply with the Americans with Disabilities Act of 1990 (ADA) in the design, construction, and operation of the Premises. 5.2 Building & Site Plans. The CONCESSIONAIRE shall retain a licensed architect or licensed professional engineer, registered in the State of Washington, to prepare building and site plans for the Premises, which shall reference the structure, the Second Field and other related Improvements, utilities generally, and landscape plan as applicable. The CITY shall have the right to approve the final building and site plans. 5.3 Construction/Site Work/Fencing. The CONCESSIONAIRE shall be solely responsible for all development and construction of the Premises and hold the CITY harmless from any and all claims arising out of the development and construction of the Premises pursuant to Article 8.6 herein. CONCESSIONAIRE shall be responsible for the site work, all required permits and grading. CONCESSIONAIRE shall properly barricade the work area and install signage directing unauthorized person from entering onto the building site during any phase of development or construction. Unless otherwise agreed fencing shall be placed around the work area. In addition, the building site shall be kept in a clean and organized condition during development periods. CONCESSIONAIRE shall be responsible for site security, traffic and pedestrian warnings at the site during the development and construction phases. 5.4 Construction Deadlines. CONCESSIONAIRE shall be required to commence development and construction of the Second Field within six months of the EFFECTIVE DATE of this Agreement. Commencement of development and construction of the Second Field is defined as that date upon which physical movement or grading of the soil in preparation for construction of 10 any structure on the Premises. CONCESSIONAIRE shall be required to complete the development and construction of the Premises within one year of the EFFECTIVE DATE of this Agreement. Completion of the development and construction of the Second Field is defined as that date upon which all final occupancy permits are obtained by the CONCESSIONAIRE. 5.5 Failure to Meet Construction Deadlines/Time of Essence. Except as provided in Article 8.15 herein, it is mutually understood and agreed that failure by the CONCESSIONAIRE to meet the development and construction deadlines shall constitute a material breach of this Agreement by the CONCESSIONAIRE and the CITY, at its option, can terminate this Agreement for cause pursuant to Article 7. Time is of the essence with this Agreement. 5.6 Stormwater Drainage, Sewer, & Water Lines. The CONCESSIONAIRE will be responsible for relocating storm drains, sewers, and water lines to the Premises, as required to complete any development and construction of the Premises. 5.7 Development and Construction Fees & Expenses. The CONCESSIONAIRE shall be responsible for obtaining and paying for necessary permits, fees, and expenses associated with the development and construction of the Premises. In addition, CONCESSIONAIRE shall be responsible for any additional costs for inspections billed to the CITY by any government agency, including but not limited to the City of Bremerton, Kitsap County, or the State of Washington. 5.8 Escrow Requirements To Ensure Performance of Contractors. It is mutually understood and agreed that the CONCESSIONAIRE will, prior to the commencement of development and construction of the Premises pursuant to Article 5.4 herein, place into escrow funds sufficient to ensure contractor performance through completion of construction and development of the Premises. 5.9 Not a Public Works Project. The development and construction of the Premises is not a public works project requiring the payment of prevailing wages. CONCESSIONAIRE is the developer and the CITY is not an owner, partner, joint venturer, nor maintains any other business relationship with the CONCESSIONAIRE regarding the Premises other than as grantor of a concession and user of the Premises. The CITY is not involved with, nor has any responsibilities for, the biding, contracting or operations of the Premises and will occupy no space in the Premises. The CONCESSIONAIRE does not deem itself required to pay prevailing wages nor will the CONCESSIONAIRE be obligated to pay or to contract for prevailing wages or any other standard of payment controls associated with this project. This provision is a material part of the consideration for this Agreement. The project signage and all literature, advertising by either the CITY or CONCESSIONAIRE shall not indicate in any manner that this is a CITY project, contract, or other misleading statement indicating that this project is a public work project directly or indirectly. 5.10 No Liens. Except liens and encumbrances of any lender pursuant to Article 6 herein, it is mutually understood and agreed that the CONCESSIONAIRE shall have no authority, express or 11 implied, to create or place or to allow to be created or placed any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind, the interest of the CITY in the Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with CONCESSIONAIRE, including those who may furnish materials or perform labor for any construction or repairs, and each such claim shall affect and each such lien shall attach to, if at all, only the right and interest granted to CONCESSIONAIRE by this Agreement. If any such liens are filed, CITY may, without waiving its rights and remedies for breach, and without releasing CONCESSIONAIRE from its obligations hereunder, require CONCESSIONAIRE to post security in form and amount reasonably satisfactory to CITY or cause such liens to be released by any means CITY deems proper, including payment in satisfaction of the claim giving rise to the lien. CONCESSIONAIRE shall pay to CITY upon demand any sum paid by CITY to remove the liens. Further, CONCESSIONAIRE agrees that it will save and hold the CITY harmless from any and all loss, cost, or expenses based on or arising out of the asserted claims or liens, except those of the lender, against this Agreement or against the right, title, and interest of the CITY in the Premises or under the terms of this Agreement, including reasonable attorney's fees and costs incurred by CITY in removing such liens, and in enforcing this paragraph. Additionally, it is mutually understood and agreed that this paragraph is intended to be a continuing provision applicable to future repairs and improvements after the initial construction phase. ARTICLE 6. FINANCING & SECURITY INTERESTS 6.1 Financing - No CITY Obligation. CONCESSIONAIRE shall be solely responsible for all financing requirements for all construction, maintenance, repairs, or subsequent improvements to the Premises. The CITY shall be under no obligation directly or indirectly to pay for any labor, material, or improvement associated with the facility except as provided herein or mutually agreed upon. The CONCESSIONAIRE shall, in applying and obtaining financing, inform any lender that the CITY has no financial obligations associated with the construction, maintenance, repairs or subsequent improvements to the Premises. 6.2 Security Interest in Premises & Agreement/Consent. The CITY consents to the grant, transfer, pledge and assignment of any and all right, title, claim, interest of CONCESSIONAIRE in and to this Agreement and in the Premises, and in any building facility, personal property and fixtures in the Premises ("Collateral") to lender for financing purposes. The CITY shall recognize lender's first priority security interest in the Collateral and the CITY hereby subordinates any and all interest of the CITY in said Collateral to lender. CONCESSIONAIRE acknowledges that the CITY will not grant any security interest to any lender in CITY real property nor will the CITY allow any encumbrance of any kind or nature whatsoever upon, or in any manner on its title to CITY real property. In the event of default by CONCESSIONAIRE to lender, in addition to all its rights and remedies available at law and equity, lender may enforce and/or foreclose its security interest/interests in the Collateral. CITY agrees that in connection with any such default, and all without further consent of CITY, lender may: a. Acquire CONCESSIONAIRE'S interest in the Collateral either by a deed in lieu of foreclosure or actual foreclosure; 12 b. Rent and/or grant a ground and use concession of the Premises subject to this Agreement pending foreclosure of the Collateral by lender; c. Assign, sell and/or transfer the Collateral in whole or in part to any person or entity; d. Take possession of any or all of the Collateral, obtain right of substitution for CONCESSIONAIRE and operate said Collateral; and/or e. Appoint a receiver. Any assignment or transfer under Article 6.2 is subject to Article 8.7. Lender shall have no interest in improvements located on the Premises at the time of expiration of the term or terms of this Agreement pursuant to Article 2, at which time, all improvements shall become the property of the CITY. 6.3 LENDER's Reliance on Term and Renewal Options. The City acknowledges that the CONCESSIONAIRE, in making application for financing, may be required to have an assurance that the terms of this Agreement will extend beyond the term of the financing term. By its signature to this Agreement, the CITY confirms its authority to provide the ten-year Agreement term with three options to extend the ten-year Agreement for a total of forty years with the renewal options conditioned solely upon the CONCESSIONAIRE maintaining current payments and remaining in full compliance with the terms and conditions of this Agreement. Lender may, but is not obligated to exercise the right to renew and extend the terms of this Agreement as set forth herein. Additionally, the CITY acknowledges that, after any original financing commitments by the CONCESSIONAIRE have been satisfied, these financing provisions shall be applicable to all future advances or financing required by the CONCESSIONAIRE and used solely for the improvements and repairs of the Premises. 6.4 Surrender of the Collateral. No surrender of Collateral or the Premises subject to this Agreement or any other act of CONCESSIONAIRE shall be deemed to terminate this Agreement. CITY will not terminate this Agreement voluntarily by agreement with CONCESSIONAIRE unless lender has been previously notified in writing and has consented to the termination in writing. This Agreement shall not be amended or modified unless lender has been previously notified in writing and has consented to such amendment or modification in writing. 6.5 Notice of Default and Lender's Rights. 6.5.1 Notice of Default. If CONCESSIONAIRE defaults under this Agreement or if any event occurs which would give CITY the right to terminate, modify, amend or shorten the term of this Agreement, CITY shall take no steps to exercise any right it may have under this Agreement without first giving lender written notice of such default in accordance with Article 6.11 below. A copy of each and every notice of default served or sent by CITY or its agent to or upon CONCESSIONAIRE pursuant to this Agreement shall be sent contemporaneously to lender in accordance with Article 6.11 below. Such notice of default shall specify the event or events of default then outstanding and the time period at the end of which the indicated action would become effective. 13 6.5.2 Termination for Monetary Default. If the notice of default given by CITY to lender relates to a monetary default and CONCESSIONAIRE has not cured such monetary default within 30 days after lender receives the notice and CONCESSIONAIRE'S failure to cure results in CITY desiring to terminate this Agreement, CITY may terminate this Agreement pursuant to Article 7 if such monetary default is not cured by either CONCESSIONAIRE or lender within forty-five (45) days after lender receives the notice of default. 6.5.3 Termination for Non -Monetary Default. If the notice of default given by CITY to lender relates to a non -monetary default and CONCESSIONAIRE has not cured, or diligently pursued curing, such non -monetary default within thirty (30) days after lender receives the notice, CITY shall take no action to terminate this Agreement if: a. Within sixty (60) days after CITY'S notice to lender regarding CONCESSIONAIRE'S failure to cure (or failure to diligently pursue a cure) lender notifies CITY of its intent to realize upon its security interest and commences realization within sixty (60) days thereafter, and diligently pursues realization; and b. Lender pays CITY at time of notification all monies or performances due that may be in default up to the day lender notifies CITY of lender's intent and further pays or performs all consideration that accrues during the period after lender so notifies CITY and completes such other performances that may be required or come due under this Agreement. CITY shall not terminate this Agreement because of CONCESSIONAIRE'S breach of any terms of this Agreement relating to the solvency of CONCESSIONAIRE or the institution of any bankruptcy, insolvency, receivership or related action by or against CONCESSIONAIRE as long as lender cures any default under this Agreement by CONCESSIONAIRE as provided herein, except that lender shall not be required to cure any defaults relating to solvency of CONCESSIONAIRE. 6.6 Right to Assign. Lender shall have the right to assign its interest in the Collateral. Upon the purchaser's, assignee's or transferee's assumption and agreement to perform and be bound by all of the terms of this Agreement, lender shall be relieved from further liability under this Agreement. If a lender finances the purchaser, assignee or transferee, said lender shall be subject to all obligations as set forth in this Agreement. Any successor lender shall be bound by the terms and conditions of this Agreement. 6.7 Disposition of Insurance Should the Collateral suffer any loss which is covered by casualty insurance, and the insurance proceeds are used to restore any improvements made by CONCESSIONAIRE, CITY agrees that CONCESSIONAIRE and lender shall have the right to such proceeds so long as none of CITY'S property, utilities or other services therein are damaged or such damages are repaired. In the event the CITY'S land is substantially damaged and CONCESSIONAIRE'S improvements have been repaired, CITY shall only participate in the insurance proceeds to the extent necessary to repair and restore CITY'S land and any of CITY'S improvements on or in the ground to the same condition the land was at the commencement of this Agreement, or in the same condition at the time of the casualty. Other than as described herein, CITY shall have no claim to insurance proceeds that are attributable to CONCESSIONAIRE's interest in the Collateral. 14 6.7 Right to Participate in Litigation. Lender shall have the right to participate in any litigation, arbitration or dispute directly affecting the Collateral or interest of CONCESSIONAIRE or lender therein, including, without limitation, any suit, action, arbitration proceeding, condemnation proceeding or insurance claim. CITY, upon instituting or receiving notice of any such litigation, arbitration or dispute will promptly notify lender of the same. 6.8 Incorporation of Lender's Protection Provisions. Lender shall be a beneficiary of all rights of CONCESSIONAIRE herein including but not limited to the warranty, indemnity, hold harmless, choice of law and venue, costs and attorney's fees as provided herein. 6.9 Right to Remove Collateral. In the event lender exercises its rights under its Collateral and realizes upon the Collateral, CITY agrees that lender is entitled to remove the Collateral, including but not limited to building facility, furniture, movable trade fixtures and equipment, from the Premises at any reasonable time and that the Collateral shall remain personal property even though the trade fixtures may be affixed to or placed upon the Premises. In the event lender so realizes on its Collateral, CITY waives any right, title, claim, lien or interest in the Collateral. 6.10 Notices. All notices, copies of notices, consents or other communications to lender given under this Agreement to lender must be in writing and shall be effective when received. Such communications shall be given in person to an officer of lender, addressed to lender at an address as provided by lender. ARTICLE 7. TERMINATION 7.1 Failure to Perform 7.1.1 Obligation to Perform. Nothing herein shall imply any duty upon CITY to do any work, which under any provision of this concession CONCESSIONAIRE may be required to perform, and the performance thereof by CITY shall not constitute a waiver of CONCESSIONAIRE's default. CITY shall not in any event be liable for inconvenience, annoyance, and disturbance in its activities in the PARK, however shall not permit a loss of business, or other damage to CONCESSIONAIRE by reason of its actions pertaining to the PARK. 7.1.2 Payments to Other Parties. Except as otherwise expressly provided hereunder, all obligations of the CONCESSIONAIRE under this Agreement will be performed by CONCESSIONAIRE at CONCESSIONAIRE's sole cost and expense. If CONCESSIONAIRE fails to pay any sum of money owed to any party other than CITY for which CONCESSIONAIRE is liable hereunder, or if CONCESSIONAIRE fails to perform any other act on its part to be performed hereunder, and such failure continues for ten days after notice thereof by CITY, CITY may, without waiving or releasing CONCESSIONAIRE from its obligations, make any such payment or perform any such other act to be made or performed by CONCESSIONAIRE. CONCESSIONAIRE shall pay CITY, on demand, all sums so paid by 15 CITY and all necessary incidental costs, together with interest thereon at the lesser of 1% percent per month or the maximum rate permissible by law, from the date of such payment by CITY. 7.2 Default. This Agreement and the concession granted herein may be terminated for default as follows: 7.2.1 CITY's Default. CITY will not be in default unless CITY fails to perform an obligation within thirty (30) days after notice by CONCESSIONAIRE, which notice must specify the alleged breach; provided that if the nature of CITY's obligation is such that more than thirty (30) days are reasonably required for cure, then CITY will not be in default if CITY commences to cure within thirty (30) days of CONCESSIONAIRE's notice and thereafter diligently pursues completion and completes performance within a reasonable time. 7.2.2. CONCESSIONAIRE's Default. The occurrence of any one or more of the following events constitutes a default under this Agreement by CONCESSIONAIRE: (1) CONCESSIONAIRE shall be in default of the performance of any covenants, conditions; or provisions of this Agreement, other than the covenants for the payment of consideration required by this Agreement, where such failure continues for a period of thirty (30) days after written notice is given by CITY provided that if the nature of CONCESSIONAIRE's obligations is such that more than thirty (30) days are reasonably required for cure, CONCESSIONAIRE will not be in default if CONCESSIONAIRE commences to cure within thirty (30) days of CITY's notice and thereafter diligently pursues completion and completes performance within a reasonable time; or (2) CONCESSIONAIRE shall be adjudged bankrupt, make a general assignment for the benefit of creditors, or take the benefit of any insolvency act, or if a permanent receiver and trustee in bankruptcy shall be appointed for CONCESSIONAIRE's estate and such appointment is not vacated within thirty (30) days; or (3) Premises become vacant or deserted for a period of thirty (30) days; or (4) if this Agreement shall be assigned or the Premises concessioned by CONCESSIONAIRE other than in accordance with the terms of this AGREEMENT and such default is not cured within twenty (20) days after written notice to CONCESSIONAIRE; or (5) CONCESSIONAIRE shall fail to make any payment when due, or fail to make any other payment required hereunder when due, when that failure is not cured within thirty (30) days after mailing of written notice thereof by CITY; or (6) CONCESSIONAIRE shall fail to comply with the same concession term or covenant on three occasions during any 10 year term, even if such breach is cured within the applicable cure period. The CITY's right to terminate pursuant to this Article for failure of CONSCESSIONAIRE to cure a default is subject to the lender's right to cure pursuant to Articles 6.5.2 and 6.5.3. 7.2.3 Default for Other Cause. This Agreement may be immediately terminated for other cause by a party if the other party substantially fails to perform its obligations under this Agreement, through no fault of the terminating party, and the non-performing party does not commence correction of the failure of performance within thirty (30) days of the terminating party's sending notice to the non-performing party. 16 7.3 Remedies Are Cumulative. Remedies under this Agreement are cumulative; the failure to exercise on any occasion any right shall not operate to forfeit such remedy. 7.4 Destruction of Premises & Use of Insurance Proceeds. Unless otherwise mutually agreed by the PARTIES, in the event the Premises are destroyed or injured by fire, earthquake, or other casualty, then CONCESSIONAIRE shall proceed to rebuild and restore the Premises, or such part thereof as may be injured as aforesaid. In the event of any loss covered by the insurance policies described and required pursuant to Article 8.5.1 herein, unless this Agreement shall be terminated as provided herein, the proceeds of such insurance policies shall be used by CONCESSIONAIRE first to rebuild and restore the Premises and replace the improvements, fixtures, and equipment, which may be damaged or destroyed by such casualty. 7.5 Duties upon Termination. Upon termination of this Agreement, and unless otherwise arranged, CONCESSIONAIRE shall remove from the PARK all its personal property, goods, and effects. In the event that the CONCESSIONAIRE fails to perform this duty at termination, the CITY may cause such removal to be made and said personal property, goods, and effects to be stored, the cost and expense to be paid by the CONCESSIONAIRE. It is mutually understood and agreed that the real property constituting the Premises of this Agreement is the real property of the CITY and that all improvements to said real property shall revert to the CITY at the termination of this Agreement. 7.6 Eminent Domain. The following rules shall govern the rights and duties of the PARTIES in the event of interference with the possession of the Premises by CONCESSIONAIRE by right of eminent domain or private purchase in lieu thereof. 7.6.1 Rights of Termination. If the whole of the Premises shall be taken for any public or quasi -public use under any statute or by right of eminent domain, or by private purchase in lieu thereof, then this Agreement shall automatically terminate as of the date that title shall be taken. If more than twenty-five percent (25%) of the Premises shall be so taken and if the taking renders the remainder thereof unusable for the purposes for which the Premises were concessioned, then CITY and CONCESSIONAIRE shall each have the right to terminate this Agreement on thirty (30) days notice to the other given within ninety (90) days after the date of such taking. Provided, however, that if the CITY is exercising its rights of eminent domain, a fair value shall be placed on this Agreement and the Premises with the compensation thereof awarded solely to CONCESSIONAIRE, or lender pursuant to its security interest, if any. 7.6.2 Non -Termination. If any part of the Premises shall be so taken and this Agreement is not terminated, then the CITY shall, at its own cost and expense, restore the remaining portion of the Premises to the extent necessary to render it reasonably suitable for the purposes for which it was concessioned. 7.6.3 Compensation. The compensation awarded or paid upon such a total or partial taking of the Premises and/or this Agreement shall belong to and be apportioned between the CITY and CONCESSIONAIRE in accordance with their respective interests as determined by a 17 court of competent jurisdiction. Additionally, CONCESSIONAIRE may prosecute any claim directly against the condemning authority for the costs of removal of the goodwill, stock, trade fixtures, furniture and other personal property belonging to CONCESSIONAIRE. CITY shall have no claim to condemnation proceeds that are attributable to CONCESSIONAIRE's interest in the Collateral, nor shall lender gave any interest in CITY's condemnation proceeds, if any. ARTICLE 8. GENERAL CONDITIONS 8.1 Relationship of PARTIES. 8.1.1 CONCESSIONAIRE Independent Contractor Status. The PARTIES intend that an independent relationship shall be created by this Agreement. Nothing contained herein shall create the relationship of principal and agent or of partnership or of joint venture between the parties hereto, and neither the method of computation of consideration nor any other provision contained herein shall be deemed to create any relationship between the parties hereto other than the relationship of CITY as granting a ground and use concession to the CONCESSIONAIRE. CONCESSIONAIRE has the experience, ability, and resources to develop and operate an indoor athletic facility and is performing independent functions and responsibilities within its field of expertise. CONCESSIONAIRE and its personnel are independent contractors and not employees of the CITY. No agent, employee, servant, or representative of the CONCESSIONAIRE shall be deemed to be an employee, agent, servant or representative of the CITY. CONCESSIONAIRE and its personnel have no authority to bind the CITY or to control the CITY's employees. As an independent contractor, CONCESSIONAIRE is responsible for its own management. The CITY's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over CONCESSIONAIRE or its personnel. 8.1.2 No Third Party Rights Created. It is mutually understood and agreed that this Agreement is solely for the benefit of the PARTIES hereto and gives no right to any other party except as provided by Article 6 herein. 8.1.3 No Joint Venture/Partnership. It is mutually understood and agreed that no joint venture or partnership formed as a result of this Agreement. 8.2 Notices. Except as provided in Article 6 herein, any notice required or permitted hereunder must be in writing and will be effective upon the earlier of personal delivery or three days after being mailed by certified mail, return receipt requested, addressed to CONCESSIONAIRE or to CITY at the address for that party designated herein. Either party may specify a different address for notice purposes by written notice to the other, except that CITY may in any event use the Premises as CONCESSIONAIRE's address for notice purposes. All notices shall be delivered to the following addresses: CITY Address City of Bremerton Attn: Director of Parks and Recreation 680 Lebo Boulevard Bremerton, WA 98310 CONCESSIONAIRE Address Olympic Soccer & Sports Center, LLC Attn: Mr. Dennis Michael, Manager P.O. Box 5047 Bremerton, WA 98312-0466 8.3 Reports & Information. When requested by the CITY, CONCESSIONAIRE shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. CONCESSIONAIRE shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP). 8.4 Permits, Licenses, Taxes, & Fees. 8.4.1 Permits, Licenses, & Other Documents. The CONCESSIONAIRE shall possess a current Bremerton Business License and shall obtain all regulatory licenses and permits, including all construction and building permits, necessary to fulfill CONCESSIONAIRE's obligations under this Agreement at CONCESSIONAIRE's sole expense. Each party agrees to execute such additional or other documents as may be required to fully implement the intent of this Agreement. 8.4.2 Taxes & Fees. As an independent contractor, the CONCESSIONAIRE shall be solely responsible for all taxes, fees and charges incurred, including but not limited to license fees, business and occupation taxes, workers' compensation and unemployment benefits, all federal, state, regional, county and local taxes and fees, including leasehold excise tax pursuant Chapter 82.29A RCW, ad valorem taxes, taxes imposed on personal property, all other assessments for improvements or benefits which are assessed on the Premises, income taxes, property taxes, permit fees, operating fees, surcharges of any kind that apply to any and all persons, facilities, property, income, equipment, materials, supplies or activities related to the CONCESSIONAIRE's obligations under this Agreement. The parties acknowledge that for the purpose of real estate taxes, the use of the Premises is limited to those uses identified in Article 4.1.1. 8.5 Insurance. 8.5.1 Fire, Earthquake, & Casualty Insurance. The CONCESSIONAIRE agrees that, at all times during the full term of this Agreement and at its own expense, CONCESSIONAIRE shall, at its sole cost and expense, maintain in full force and effect adequate fire, earthquake, and other casualty coverage covering the Premises and its contents, including all personal property, fixtures, improvements. Such policy shall include a replacement cost endorsement. CONCESSIONAIRE will shall obtain and file with the CITY's Risk Manager a Certificate of Insurance evidencing such coverage. All such insurance coverage shall include a ten-day cancellation notice to CONCESSIONAIRE and the CITY. Adequacy of coverage is defined as insurance sufficient to restore the Premises to its pre -casualty condition. 19 8.5.2 Liability Insurance. Prior to the commencement date of this Agreement, CONCESSIONAIRE, at its own expense shall obtain and file with the CITY's Risk Manager a Certificate of Insurance evidencing general comprehensive liability insurance coverage ("CGL") providing coverage of at least $1,000,000 per occurrence for bodily injury and $500,000 per occurrence for property damage. This Certificate of Insurance shall be subject to approval by the CITY's Risk Manager as to company, terms and coverage, and said approval shall not be unreasonably withheld. The CGL shall name the CITY as an additional insured and must fully protect the CITY from any and all claims and risks and losses in connection with any activities or omissions by the CONCESSIONAIRE by virtue of this Agreement. The CGL policy shall remain in full force and effect at the CONCESSIONAIRE's sole expense for liability for property damage or personal injury that may occur in connection with activities or omissions by the CONCESSIONAIRE, and provide coverage for the full term of this Agreement. CONCESSIONAIRE shall insure that the CITY's Risk Manager is given thirty -calendar days prior written notice, by certified mail, of any cancellation, lapse, reduction or modification of such insurance. 8.5.3 Release and Waiver of Subrogation. Any policy of insurance carried by either CITY or CONCESSIONAIRE pursuant to any obligation under this Agreement, shall, to the extent available, contain a waiver of subrogation clause on the part of the insurer. Such waiver shall apply to damages to adjacent property. Notwithstanding any other provision of this Agreement, neither CITY nor CONCESSIONAIRE shall be liable to the other party or to any insurance company (by subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or tangible personal property of the other occurring in or about the Premises or PARK, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees, if such loss or damage is covered by insurance issued by an insurance carrier authorized or licensed by the Insurance Commissioner of the State of Washington to issue lines of insurance, benefiting the party suffering such loss or damage or was required under the terms of this Agreement to be covered by insurance by the party covering the loss. 8.6 Hold Harmless, Indemnification, & Industrial Insurance. 8.6.1 Hold Harmless & Indemnification. Each party hereto agrees to be responsible and assumes liability for its own wrongful or negligent acts or omissions, or those of its officers, agents, or employees to the fullest extent required by law. Each party agrees to save, indemnify, defend, or hold the other party harmless against all liability, loss, damages, and expenses, including costs and attorney's fees, resulting from actions, claims and lawsuits arising or alleged to have arisen, in whole or in part, out of or in consequence of the acts or failures to act of the other party, its employees, its subcontractors, its agents, or its assigns, which arise in any way out of the performance of this Agreement. In the case of negligence of both the CITY and the CONCESSIONAIRE, any damages allowed shall be levied in proportion to the percentage of negligence attributable to each party, and each party shall have the right to seek contribution from the other party in proportion to the percentage of negligence attributable to the other party. 20 8.6.2 Industrial Insurance. The PARTIES have specifically negotiated CONCESSIONAIRE's waiver of its immunity under Title 51 RCW, which is hereby waived for purposes of CONCESSIONAIRE's indemnification and hold harmless of the CITY, including the duty to defend. This provision shall be inapplicable to the extent such action, claim, or lawsuit is judicially found to arise solely from the acts or failures to act of the CITY. 8.7 Successors & Assigns. The CITY and CONCESSIONAIRE each agree to be bound to the other party in respect to all covenants, agreements, and obligations contained in this contract. Except as provided in Article 6 herein, neither party shall assign the contract in part or as a whole, without the written consent of the other. Except as provided in Article 6 herein, the CONCESSIONAIRE shall not subcontract any of the Premises, services, facilities, or equipment, or delegate any of its duties under this Agreement without the prior written approval of the CITY. The CITY acknowledges that the CONCESSIONAIRE shall be authorized to sub - concession areas within the Premises to food and beverage purveyors, equipment sales, and similar supporting concessions. When requested, approval by the CITY of a subcontract or assignment shall not be unreasonably withheld. In the event of an assignment, subcontracting, or delegation of duties, the CONCESSIONAIRE shall remain responsible for the full and faithful performance of this Agreement and the assignee, subcontractor, or other obligor shall also become responsible to the CITY for the satisfactory performance of the services, facilities, or equipment assumed. The CITY may condition approval upon the delivery by the assignee, subcontractor, or other obligor of its covenant to the CITY to fully and faithfully complete the requirements or responsibility undertaken under this Agreement. Notwithstanding the foregoing, provided CONCESSIONAIRE is not in default, the CONCESSIONAIRE may assign its interest in this Agreement without seeking CITY's consent to a parent or subsidiary. Except as otherwise provided herein, all of the covenants, conditions, and provisions of this Agreement are binding upon and inure to the benefit of the PARTIES and their respective heirs, personal representatives, successors, and assigns. 8.8 Bankruptcy. Except as provided in Article 6 herein, PARTIES agree that if the CONCESSIONAIRE is adjudged bankrupt, either voluntarily or involuntarily, then this AGREEMENT, at the option of the CITY, may be terminated effective on the day and at the time the bankruptcy petition is filed. 8.9 Compliance with Laws. The CONCESSIONAIRE, its officers, employees, and agents shall comply with applicable federal, state, county, and local laws, statutes, rules, regulations, and ordinances, in performing its obligations under this Agreement. Such compliance shall include abiding by all applicable federal, state and local policies to ensure equal employment opportunity based on ability and fitness to all persons regardless of race, creed, color, national origin, religion, sex, physical handicaps or age. The CONCESSIONAIRE shall comply with applicable laws pertaining to employment practices and employee treatment. Conditions of the Federal Occupational Safety and Health Act of 1970 (OSHA), the Washington Industrial Safety and Health Act of 1973 (WISHA), and standards and regulations issued under these Acts must be complied with. The CONCESSIONAIRE agrees to indemnify and hold harmless the City from 21 all damages assessed for the CONCESSIONAIRE's failure to comply with the Acts and Standards issued thereunder. The CONCESSIONAIRE is also responsible for meeting all pertinent local, state and federal health and environmental regulations and standards applying to any operation in the performance of this Agreement. 8.10 Nondiscrimination. PARTIES shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. 8.11 Choice of Law & Venue. This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. 8.12 Costs & Attorneys' Fees. In any action brought to enforce any provision of this Agreement, including actions to recover sums due or for the breach of any covenant or condition of this Agreement, or for the restitution of the Premises to the CITY or eviction of the CONCESSIONAIRE during the term or after expiration thereof, the substantially prevailing party shall be entitled to recover from the other party all reasonable costs and reasonable attorney's fees incurred, including the fees of accountants, appraisers, and other professionals, at trial or on appeal, and without resort to suit. 8.13 Modification. This Agreement may only be modified by written instrument signed by both PARTIES. 8.14 Change in Law/Renegotiation. The PARTIES agree that changes in federal, state or local laws or regulations that materially modify the terms and conditions of the Agreement and result in a detrimental change in circumstances or a material hardship for either party in performing this Agreement may be the subject of a request by a requesting party to renegotiate this Agreement or negotiate Agreement amendments and the responding party agrees to renegotiate fairly with the requesting party. 8.15 Force Majeure. Provided that all other requirements of this Agreement are met, any party shall not be deemed to be in default and shall not be liable for failure to perform under this Agreement if that party's performance is prevented or delayed by acts of God including landslides, lightning, forest fires, storms, floods, freezing and earthquakes, civil disturbances, acts of the public enemy, wars, blockades, public riots, breakage, explosions, accident to machinery, equipment or materials, unavailability of required materials, governmental restraint or other causes, whether of the kind enumerated or otherwise, which are not reasonably within the control of that obligated party ("Force Majeure"). If as a result of a Force Majeure event, an obligated party is unable wholly or partially to meet its obligations under this Agreement, it shall give the other party promptly written notice of the Force Majeure event, describing it in reasonable detail. The obligated party's obligations under this Agreement shall be suspended, but only with respect to the particular component of obligations affected by the Force Majeure and only for the period during which the Force Majeure exists. 22 8.16 Waiver. Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. No waiver of any right or obligation of either party hereto shall be effective unless in writing, specifying such waiver, executed by the party against whom such waiver is sought to be enforced. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. 8.17 Illegal Provisions — Severability. Should any part of this Agreement be found void, illegal, or unenforceable, the balance of the Agreement shall remain in full force and effect. 8.18 Article Headings, Gender, & Number. Article paragraph headings are not to be construed as binding provisions of this concession; they are for the convenience of the PARTIES only. The masculine, feminine, singular and plural of any word or words shall be deemed to include and refer to the gender and number appropriate in the context. 8.19 Entire Agreement. This Agreement and its Exhibits constitutes the entire agreement between the PARTIES, and the PARTIES acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. 8.20 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8.21 Recording. Following execution of this Agreement the CITY will cause a Memorandum of Concession Agreement to be recorded with the land use records of Kitsap County, Washington. A copy of the Memorandum of Concession Agreement is attached hereto as Exhibit D. IN WITNESS WHEREOF, this Agreement has been entered into between the City of B merton and Olympic Soccer & Sports Center, LLC as of the, 3::I(A day of eta , 2006. OLYMPIC SOCCER & SPORTS CENTER, LLC a Washington limited liability company By: Dennis Michael, Manager 23 STATE OF WASHINGTON) ) ss. COUNTY OF KITSAP ) On thik3ntA day of CJcy�fl [jC?� , 2006, before me personally appeared by A to -h to me known to be the n ✓ of OLYMPIC SOCCER & SPORTS CENTER, LLC, a Washington limited liability company, that executed the within and foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute and in fact executed said instrument on behalf of the corporation. Given ur<derV,' y Yidn ,y official seal this day of6, 2006. •61� O f� '�U;. Type/Print NmKff Notary Public in and for the �� •• o 2E3L®,t•, = State of Washington residing at?�rAPr n VIP ��F ° • . • 7p �� My Commission expires, 3,,2n 7 0� * *N G CITY OF RRRMV RTON a Washington municipal corporation By: / Cary Bozeman, Mayor APPROVED AS TO FORM: Roger A. Lubovich, City Attorne ATTEST: Paula Jo ston, C' y Clerk 24 STATE OF WASHINGTON) ) ss. COUNTY OF KITSAP ) I certify that I know or have satisfactory evidence that CARY BOZEMAN is the person who appeared before me, and acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Mayor of the CITY OF BREMERTON to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Given under d official seal this.3_ day of V. S sION �N OP WA LIST OF EX Type/Print Name "�JA "K, 1-0MA--) Notary Public in and for the State of Washington residing at?--reryler4a VJA My Commission expires 3° a-1- CZ's Exhibit A — Legal Description of Premises Exhibit B — Preliminary Building and Site Plans Exhibit C — Appraisal and Compensation Information Exhibit D — Memorandum of Concession Agreement R:\Legal\Legal\Files\Current Active Files\Olympic Soccer\Amendment No. 1 - Final.doc 25 EXHIBIT "A" Legal Description for Soccer Concession at Pendergast Park A portion of the Northeast quarter of the Southwest quarter, Section 21, Township 24 North, Range 1 East, Williamette Meridian, which is more particularly described as follows: Beginning at the East quarter corner of said Section 21; thence along the East-West centerline of said Section 21, N 88°50'50" W 5316.00 feet to the West quarter corner of said Section 21; thence S 65°16'01" E 2125.47 feet to an existing corner of the building for Olympic Sports and Soccer Center, also being the True Point of Beginning; thence along said building, N 89°18'55" E 100.42 feet; thence S 0°48'13" E 44.56 feet; thence N 89°11'47" E 54.86 feet; thence S 0°49'09" E 113.85 feet; thence S 89°17'18" W 54.89 feet; thence S 0'15'19" E 52.06 feet; thence leaving said building S 0'15'19" E 14.62 feet; thence S 89°14'46" W 199.87 feet; thence N 0°46'54" W 200.00 feet; thence N 89°18'55" E 100.00 feet to the said building for Olympic Sports and Soccer Center; thence along said building, N 0°46'54" W 25.24 feet to the True Point of Beginning. Together with and subject to a 15 foot maintenance and access buffer adjacent to and abutting above described concession. Together with ingress and egress to and from the public right of way (Union Avenue) over and upon the City parks properties and roadway to the above described concession. Said ingress and egress shall terminate with said concession. Said concession area to constitute 48,829 square feet, and with said maintenance and access buffer, 64,157 square feet. OLYMPIC SOCCER EXPANSION A PORTION OF SECTION 21, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M. BREMERTON, WASHINGTON GRADING, DRAINAGE AND SANITARY SEWER AND TESC PLAN i EXHIBIT B EXHIBIT B 0 0) W m EXHIBIT B EXHIBIT C Value and Compensation June 2001 concession site area 30,000 square feet Addition to concession site area 20,000 square feet Total Concession Site Area 50,000 square feet CONCESSION SITE VALiTATION June 2001 value for 30,000 square feet ($0.138 per sq. ft. x 30,000) $4,140.00 Determining new concession value (1) $0.20 per sq. ft. for the June 2001 concession site area and proposed addition (50,000 sq. ft.) ($0.20 per sq. ft. x 50,000 = $10,000.00) (2) Add $2,000.00 for outdoor lighting and parking (3) Add $9,000 for field use (150 hours x $60 /hr) Total Concession Value $21,000.00 150 hours of field time valued at $60 per hour = $9,000 Concession value ($21,000) minus field time ($9,000) 1 $12,000 per year monetary Return Address: Attn: City Clerk City of Bremerton 3456 T2 Street, Suite 600 Bremerton, WA 98337 AUDITOR/RECORDER'S INDEXING FORM Document Title(s): 1. Memorandum of First Amended Concession Agreement Reference Number(s) of Documents assigned or released: Amends and Replaces 200108170289 Grantor(s): 1. City of Bremerton (City) ❑ Additional names on page of document. Grantee(s): 1. Olympic Soccer & Sports Center, LLC (Concessionaire) Additional names on page of document. Legal Description: ptn NE '/4 SW %4 S21 T24N RIE, W.M., Kitsap County, WA (abbreviated) K Additional legal is on page Exhibit A of document. Assessor"s Property Tax Parcel/Account Number: 212501-3-005-2001 MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT This Memorandum of First Amended Concession Agreement is entered into on the date fully executed below, by and between the City of Bremerton, a Washington municipal corporation (hereinafter referred to as "City") and Olympic Soccer & Sports Center, LLC, a Washington limited liability company (hereinafter referred to as "Concessionaire"). 1. City and Concessionaire entered into a First Amended Concession Agreement Between the City of Bremerton and Olympic Soccer & Sports Center, LLC (the "Agreement") on the day of , 2006, for the purpose of constructing, operating and maintaining an indoor athletic facility and other improvements. The First Amended Concession Agreement amends and replaces that certain Concession Agreement recorded on August 17, 2001 in the records of Kitsap County under Auditor's File No. 200108170289 and is for a term of MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT - 1 I�:�OII:l�r�7 fifteen (15) years commencing June 1, 2001, with three (3) successive ten (10) year options to renew as specified in the Agreement. All of the foregoing are set forth in the Agreement. 2. The property which is the subject of the Agreement is legally described in Exhibit "A" attached hereto and incorporated by reference. IN WITNESS WHEREOF, the parties have executed this Memorandum of First Amended Concession Agreement as of the day and year first above written. CITY: CITY OF BREMERTON By: Print Name: Cary Bozeman Its: Mayor DATE: STATE OF WASHINGTON ) ss. COUNTY OF KITSAP CONCESSIONAIRE: OLYMPIC SOCCER & SPORTS CENTER, LLC By: Print Name: Dennis Michael Its: Manager DATE: I hereby certify that I know or have satisfactory evidence that Cary Bozeman is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument on behalf of the City of Bremerton as its Mayor, and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Sea! Must Appear Within This Box - IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of , 2006. NOTARY PUBLIC, in and for the State of Washington, residing at My appointment expires MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT - 2 STATE OF WASHINGTON ) ss. COUNTY OF KITSAP I hereby certify that I know or have satisfactory evidence that Dennis Michael is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument on behalf of the Olympic Soccer & Sports Center, LLC as its Manager, and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Seal Must Appear Within This Box - IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of 2006. NOTARY PUBLIC, in and for the State of Washington, residing at My appointment expires MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT - 3 Return Address: Attn: City Clerk City of Bremerton 3456 T11 Street, Suite 600 Bremerton, WA 98337 200612130124 BREMER.TON CITY' OF MFj 111111FiPit lOF age I{ 01-15P P dJA AUDITOR/RECORDER'S INDEXING FORM Document Title(s): 1- M?mnrandum of First Amended Concession Agreement Reference Number(s) of Documents assigned or released: Amends and Replaces 200108170289 Grantor(s): 1. City of Bremerton (City) Additional names on page of document. Grantee(s): 1. Olympic Soccer & Sports Center, LLC (Concessionaire) E] Additional names on page of document. Legal Description: ptnNE'/4 SW 1/4 S21 T24N RIE, W.M., Kitsap County, WA (abbreviated) 0 Additional legal is on page Exhibit A of document. Assessor's Property Tax Parcel/Account Number: 212501-3-005-2001 MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT This Memorandum of First Amended Concession Agreement is entered into on the date fully executed below, by and between the City of Bremerton, a Washington municipal corporation (hereinafter referred to as "City") and Olympic Soccer & Sports Center, LLC, a Washington limited liability company (hereinafter referred to as "Concessionaire"). 1. City and Concessionaire entered into a First Amended Concession Agreement Between the City of Bremerton and Olympic Soccer & Sports Center, LLC (the "Agreement") on thg,� day of b ? V , 2006, for the purpose of constructing, operating and maintaining an indoor athletic facility and other improvements. The First Amended Concession Agreement amends and replaces that certain Concession Agreement recorded on August 17, 2001 in the records of Kitsap County under Auditor's File No. 200108170289 and is for a term of fifteen (1 5) years commencing June 1, 2001, with three (3) successive ten (10) year options to renew as specified in the Agreement. All of the foregoing are set forth in the Agreement. MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT - 1 2. The property which is the subject of the Agreement is legally described in Exhibit "A" attached hereto and incorporated by reference. IN WITNESS WHEREOF, the parties have executed this Memorandum of First Amended Concession Agreement as of the day and year first above written. CITY: CITY OF BREMERTON By: Print Name: Cary Bozeman Its: Mayor DATE: vd-1 3C)T 'g061 , STATE OF WASHINGTON ) : ss. COUNTY OF KITSAP CONCESSIONAIRE: OLYMPIC SOCCER & SPORTS CENTER, LLC By: 1 Print Name: Dennis Michael Its: Manager DATE: CC4-C�Oef- I hereby certify that I know or have satisfactory evidence that Cary Bozeman is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument on behalf of the City of Bremerton as its Mayor, and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Seal Must Appear Within This Box- cls IN WITNESS WHEREOF, I have hereunto set my hand and official seal this`_" day of �-46_______,2006. /X.,o — �P V. / SwP sIoN 7�I ��� °` C}��•Q '`4 NOTARY PUBLIC, in and for the State of Washington, residing at &e°YV r' n — ® My appointment expires a"l - n 71 OF W MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT - 2 200612130124 Page, 2 of 4 12/13/2OO6 O1:15P EPEMEPTOH CITY OF 11A V,5.0O KitsaP Co, 11A STATE OF WASHINGTON ) ss. COUNTY OF KITSAP I hereby certify that I know or have satisfactory evidence that Dennis Michael is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument on behalf of the Olympic Soccer & Sports Center, LLC as its Manager, and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Seal Must Appear Within This Box - IN WITNESS WHEREOF, I have hereunto set my han d official seal this %_31kL day of > , 2006. // f OA v° �&Veoyvl Up T ,� �Nn ' NOTARY PUBLIC, in and for the State��p A n 4> adl,eiY of Washington, residing at }�jV1°Y11�`1�Y1 W M My appointment expires.! III II IIIIII VIII IIID II IIIIIIII III VIII IIII IIII Page! 200612130124t 1 BREMERTON CITY OF M V5.09 KitsaR Ca, A MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT - 3 EXHIBIT "A" Legal Description for Soccer Concession at Pendergast Park A portion of the Northeast quarter of the Southwest quarter, Section 21, Township 24 North, Range 1 East, Williamette Meridian, which is more particularly described as follows: Beginning at the East quarter comer of said Section 21; thence along the East-West centerline of said Section 21, N 88°50'50" W 5316.00 feet to the West quarter corner of said Section 21; thence S 65°16'01" E 2125.47 feet to an existing corner of the building for Olympic Sports and Soccer Center, also being the True Point of Beginning; thence along said building, N 89°18'55" E 100.42 feet; thence S 0°48'13" E 44.56 feet; thence N 89'11'47" E 54.86 feet; thence S 0149'-09" E 113.85 feet; thence S 89°l7'18" W 54.89 feet; thence S 0°15'19" E 52.06 feet; thence leaving said building S 0°15'19" E 14.62 feet; thence S 89'14'46"W 199.87 feet; thence N 0°46'54" W 200.00 feet; thence N 89°18'55" E 100.00 feet to the said building for Olympic Sports and Soccer Center; thence along said building, N 0°46'54" W 25.24 feet to the True Point of Beginning. Together with and subject to a 15 foot maintenance and access buffer adjacent to and abutting above described concession. Together with ingress and egress to and from the public right of way (Union Avenue) over and upon the City parks properties and roadway to the above described concession. Said ingress and egress shall terminate with said concession. Said concession area to constitute 48,829 square feet, and with said maintenance and access buffer, 64,157 square feet. Cl lull rr} �F nos a �lll�l F 21of 17' 012 �i�;.;,..q3 4 kit an C.'v fiyy�l 1.5P r ff I / w � J■ ji J fig,' • - • - `• r �.• fid' ( + y, Oh PL F7 __o r - ._ sl 1 sa, � •. a+� -C�' f ., n.."�fis'.�.�.Yu�q�`�'y'"rran„�ii{��.' i err .� �. - • � ► - _ �77�y''� L �� �- r r ,dw i •r,.:. ,fir F I y'�P� t