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02/09/2022 STUDY SESSION AGENDA PACKET
______________________________________________________________ th CITY COUNCIL 345 6Street, Suite 100, Bremerton, WA 98337 Phone (360) 473-5280 WEDNESDAY, FEBRUARY 9, 2022 CITY COUNCIL STUDY SESSION AGENDA 5:00 PM Via Zoom Webinar To help reduce the spread of COVID-19, the City Council is conducting a Study Session via Zoom Webinar. The Study Session is open to the public to listen in, but there will be no opportunities for input; no action is anticipated; and the content of these items is subject to change. If approved by the Council, these items will be placed on the February 16, 2022 Members of the public are invited to join the Zoom webinar by clicking on the following link: https://us02web.zoom.us/j/88094954153?pwd=K3VrUWNHU0oxYUM1N0FtendEUW5aZz09 Or iPhone one-tap: US:+13126266799,,88094954153#,,,,*209823# or +19292056099,,88094954153#,,,,*209823# Or Telephone: Dial (for higher quality, dial a number based on your current location): US: +1 253 215 8782 or +1 669 900 6833 or +1 346 248 7799 or +1 929 205 6099 Webinar ID: 880 9495 4153 Passcode: 209823 Public questions or comments may be submitted ahead of time to City.Council@ci.bremerton.wa.us A. BRIEFINGS ON AGENDA ITEMS 1.Professional Services Agreement with FCS Group for 2022 Utility Cost of Service and General Facility Charges (GFC) Update 2.Acceptance of Washington State Transportation Improvement Board (TIB) Grant; and Fuel Tax Grant Agreement for E. 11th Street & Wheaton Way Sidewalk Gap Improvement Project 3.nsation Insurance with Midwest Employers Casualty Company 4.Professional Services Agreement with Bremerton Housing Authority for City of Bremerton 2022 Rental Assistance Program 5.Acceptance of Housing Action Plan Implementation Grant; and Interagency Agreement with Washington State Department of Commerce for Development of Cottage Housing Ordinance 6.Kitsap County Fire Chiefs Shared Staffing Interlocal Agreement 7.Contract Modification Agreement No. 1 with Merchant Patrol Security Services, Inc. for Security Services 8.Acceptance of Washington State Transportation Improvement Board (TIB) Grant; and Fuel Tax Grant Agreement for the Washington Avenue & 11thStreet Roundabout Project 9.Public Works Agreement with Vet Industrial, Inc. for Northlake Way Pressure Reducing Valve Relocation Project 10.Public Works Agreement with Pro-Pipe, Inc. for 2022 Sanitary and Storm Sewer Cleaning and Video Inspection Project 11.Master Services Agreement with Wave Business Solutions, LLC Contract with WAVE BUSINESS SOLUTIONS, LLC for Wastewater Treatment Plant (WWTP) Dark Fiber and SCADA Upgrade Project 12. Professional Services Agreement with Presidio Networked Solutions Group, LLC for purchase of Cisco hardware for WWTP Dark Fiber and SCADA Upgrade Project 13. Reclass vacant Asset Manager Position from Grade 12 to Grade 15 of the Management Professional Salary Plan B. GENERAL COUNCIL BUSINESS o Race Equity Advisory Committee Briefing (Special Meeting 1/27/22) Chair Quinn Dennehy o Public Safety Committee Briefing (Regular Meeting 2/3/22) Chair Jennifer Chamberlin o Other General Council Business C. ADJOURNMENT OF STUDY SESSION AGENDA BILL CITY OF BREMERTON A1 CITY COUNCIL SUBJECT: Study Session Date: February 9, 2022 Professional Services Agreement with FCS COUNCIL MEETING Date: February 16, 2022 Group for 2022 Utility Cost of Service and Department: Public Works & Utilities General Facility Charges (GFC) Update Presenter: Tom Knuckey/Angie Sanchez FCS Group Phone: (360) 473-2376 SUMMARY: In 2013 FCS Group completed a Cost-of- Wastewater and Stormwater Utilities. The objective of that study was to establish utility rates that appropriately fund the ongoing operations and maintenance, capital projects and debt service of the . As part of that effort, FCS developed an analysis tool (Dashboard model) that allows City staff to perform annual 6-year forecasts of revenues and expenditures and adjust rates accordingly. This analysis has been working well; however, best practice is to review the foundational assumptions and calculations that establish the rates on a regular basis. This study will perform that review. In 2015 FCS Group completed a separate study that established the General Facility Charges (GFCs) for each of the utilities, and in 2020 they completed an update for the GFCs charged for Stormwater. This study will update the GFCs for Water and Wastewater. ATTACHMENTS: 1) PSA with FCS Group FISCAL IMPACTS (Include Budgeted Amount): Total contract is $81,395 with costs split between the three utilities generally as follows; $36,000Water, $36,000Wastewater, $10,000-Stormwater STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Professional Services Agreement with FCS Group for the 2022 Utility Cost of Service and GFC Update; 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 11/09/2021 PROFESSIONAL SERVICES AGREEMENT 2022 Utility Cost of Service and GFC Update FCS GROUP enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated January 2022, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed promptly, with all work complete by December 31, 2022; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in Section X.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $81,395 conform to the fee schedule attached hereto as Exhibit A and incorporated herein by this reference. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit A. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit A. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field Page 1 of 8 Bremerton/FCS Group 2022 Utility Cost of Service and GFC Update Rev. 09/2021 of expertise. Consultant and its personnel are independent Consultants and not employees of the employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant'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 Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, 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 Consultant. V. Indemnification: A. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the acts, errors or omissions of the Consultant in performance of this Agreement except for that portion of the injuries and damages caused by the The Citys review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultants liability hereunder shall be only to the extent of the Consultants negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANTS 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. Page 2 of 8 Bremerton/FCS Group 2022 Utility Cost of Service and GFC Update Rev. 09/2021 The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-contractors. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employers liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Consultant. - The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultants Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurers liability. The Consultants 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 Page 3 of 8 Bremerton/FCS Group 2022 Utility Cost of Service and GFC Update Rev. 09/2021 operations, liabilities and obligations to which coverage applies. It shall be an affirmative -5161, or by th certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6 Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. In the event that the Consultant employs other consultants or contractors (sub-consultants or sub-contractors) as part of the work c responsibility to require and confirm that each sub-consultant or sub-contractor meets the minimum insurance requirements specified above. The Consultant shall, upon demand of the City, deliver to the City copies of such policy or policies of insurance and the receipts for payment of premiums thereon. VII. General Conditions: A.Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the joint property of the City and Consultant. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Redmond, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than Page 4 of 8 Bremerton/FCS Group 2022 Utility Cost of Service and GFC Update Rev. 09/2021 C. Use of Photographs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant 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. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Redmond, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. 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. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. 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. Notices to be sent to: Notices to be sent to: CITY: CONSULTANT: Attn: Tom Knuckey Attn: Angie Sanchez Virnoche, VP City of Bremerton FCS Group thth 345 6 Street, Suite 100 7525 166 Ave NE, Ste D-215 Bremerton, WA 98337-1891 Redmond, WA 98052 J. 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. Page 5 of 8 Bremerton/FCS Group 2022 Utility Cost of Service and GFC Update Rev. 09/2021 K. 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. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. 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. N. In the event of litigation to enforce any of the terms or provisions O. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Equal Employment Opportunity Statement: In the hiring of employees for the performance of work under this Agreement, the Consultant, its subcontractors, or any person acting on behalf of Consultant shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. X. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) -performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. Page 6 of 8 Bremerton/FCS Group 2022 Utility Cost of Service and GFC Update Rev. 09/2021 A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. XI. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Consultant shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Consultant enter into a covered transaction with another firm, Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: CONSULTANT: CITY OF BREMERTON By: By: Print Name: Print Name: Its: Its: Date: Date: APPROVED AS TO FORM: ATTEST: By: By: Page 7 of 8 Bremerton/FCS Group 2022 Utility Cost of Service and GFC Update Rev. 09/2021 Kylie J. Finnell, Bremerton City Attorney Angela Hoover, City Clerk R:\\Legal\\Legal\\Forms\\FORMS ON COBWEB\\Professional Services Agreement Rev. 09 2021.docx Page 8 of 8 Bremerton/FCS Group 2022 Utility Cost of Service and GFC Update Rev. 09/2021 Firm HeadquartersEstablished in1988 Redmond Town CenterWashington | 425.867.1802 th 7525 166Ave NE, Ste D-215Oregon | 503.841.6543 Redmond, Washington 98052Colorado | 719.284.9168 EXHIBIT A CITY OF BREMERTON 2022 UTILITY COST OFSERVICE AND GENERAL FACILITY CHARGE UPDATE The following work plan identifies the tasks required to complete a Utility Cost of Service and . The cost of service update will be completed for the water, sewer and stormwater utilities with the exception of Task 1.4 cost of service analysis will only be completed for the water and wastewater utilities. Similarly, the general facility charge update will only be completed for water and wastewater as the stormwater GFCs were recently updated in 2020. discussedwith Tom Knuckey, Director of Public Works andUtilities and Mike Riley, Director of Financial Services.The services provided as part of this scope are described below. T ASK P LAN C OST OF S ERVICE U PDATE TASK 1.1: INITIAL PROJECT MEETING An initial project meeting isscheduled at the commencement of the project with the consultant and the City project team. Meeting participants would include a representative from departments that can address issues related to finance, engineering, operations, customer service and administration. The intent of the meeting is to confirm the goals and objectives of the overall rate study and focus the efforts of the project team. The items covered at the meeting include reviewing the scope of work; identifying project objectives, expectations and deliverables; outlining the project schedule and key milestone review points; and discussing appropriate lines of communication. TASK 1.2: DATA COLLECTION& VALIDATION FCS GROUP will provide a data needs list encompassing historical and projected revenue, expenses, fiscal policies, capital plans, fund balancesand comprehensive plans. The data will be reviewed, analyzed and validated for inclusion in the study process. A detailed customer billing statistics validation will be completed for the waterandwastewater utilities. Individual customer data including number of accounts, meter size, equivalents residential units and billing usage patterns (annual use, winter use and summer use) will be evaluated and validated against actual revenues collected. This revenue reconciliation will identify anomalies to be corrected prior to developing future projections for customer counts and use / demand under revenue generation is critical to the rate study as it establishes the foundation for all of the major analytical phases (revenue requirement, cost of service and rate design). The process has also proven beneficial in uncovering anomalies in data that can impact forecast revenue and cost allocation. City of BremertonJanuary2022 2022 Utility Cost of Serviceand GFC Updatepage 2 TASK 1.3: REVENUE REQUIREMENT This task updates themulti-year (e.g., 5/10/20 year) financial plan that meets the projected total financial needs ofthe water, wastewaterand stormwaterutilitiesthrough the generation of sufficient, sustainable revenue. Annual cash flow needs are developed by identifying expenses incurred to operate and manage the systemsincluding: Capital investment funding (improvements, expansion, and replacement) Expenses incurred to operate, maintain, and manage the systems Debt repayment Cash flow needs Fiscal policy achievement Tasks are as follows: »Develop an updatedforecast of operating revenues and expenses to reflect the most recent approved budgets. Adjust for any known future changes in annual non-capital costs associated with the operation, maintenance, and administration of each of the systems. Changes may include additional staffing needs and other operating costs associated with maintaining the system along with initiating new or enhanced program activities. »Incorporate the most recent capital plans identifying the capital projects required to maintain each system in good repair. Develop a capital funding analysis that balances available funding from rate revenue, reserve funds, contributions and additional debt, if needed. »Evaluate cash flow needs to meet existing and anticipated new annual debt service requirements and debt coverage requirements. » obligations. Identify any projected shortfalls over the forecast period. Rate revenue sufficiency will be tested from two perspectives: the ability to meet all cash obligations, and the attainment of any debt coverage requirements. » multi-year planning horizon and provides smooth and moderated impacts to ratepayers. »Develop rate scenarios to evaluate the impact of changes to key variables such as funding sources, growth rates, capital project need and timing, or others identified by the City. The budget includes three (3) alternative scenarios for each utility. TASK 1.4: COST OF SERVICEANALYSIS(WATER AND WASTEWATER ONLY) The cost of service analysis(COSA) The COSA develops a series of functional allocations that distribute cost pools to classes of customers linked to a proportionate share of costs required to serve their demand. Specific consideration will be given to total utility costs in relationship to the functions identified below. www.fcsgroup.com City of BremertonJanuary2022 2022 Utility Cost of Serviceand GFC Updatepage 3 WaterWastewater CustomerCustomer Base capacity (avg. demand)Flow Peak capacity (peak demand)Strength (BOD/TSS) Meters and Services Fire This analytical exercise will identify the cost to serve each customer class of the water and wastewatersystems. The results will identify any warranted shifts in cost burden that could improve equity between customers from the existing rate structure. The cost of service will identify the required revenue to collect from each customer class to cover their individual costs. Unit costs by functional component will be calculated to support the rate design process. TASK 1.5: RATE DESIGN recommended fiscal policies, generate sufficient revenue to meet the revenue requirement forecast, and continue to address remaining inequities identified in the COSA findings. Key task outcomes include the following: Based on preliminary discussion with the City, no rate structure changes are included in this scope of services. Any rate adjustments identified in the revenue requirement and cost of service tasks will be applied on an across the board basis, equally to both fixed and variable charge. TASK 1.6: MEETINGS & PRESENTATIONS During the study process, it will be important to interact frequently with staff throughout the project, to ensure that the findings and recommendations reflect approaches that are understood by impacted parties and can be implementedwithin the CityAll meetings and presentations are anticipatedas remotesessionsgiven the uncertainty of COVID19 restrictions. The following meetings are included: Three(3) staff project team meetings to review study results at key milestones. »One(1) two (2) hour meeting with Citystaff to review draft revenue requirement results for all utilitiesperformed remotely. »One(1) two(2) hour meeting with City staff to review draftwater and wastewaterCOSA performed remotely. »One(1) one(1) hour meeting with Citystaff to review rate designs and final recommendations performed remotely. One(1) workshop / presentationswith CityCouncil to present the study results and incorporate feedback. We are happy to provide additional meetings as requested. The additional meetings will be billed on a time and materials basis. www.fcsgroup.com City of BremertonJanuary2022 2022 Utility Cost of Serviceand GFC Updatepage 4 T ASK P LAN G ENERAL F ACILITIES C HARGE U PDATE TASK 2.1: PROJECT INITIATION & DATA COLLECTION FCS GROUP will provide a data request outlining key information required to complete the study, working with City staff to resolve questions and obtain additional records as needed. Task 1 includes reviewing and validating data provided for the study, as well as the administrative efforts involved with project initiation and ongoing management. TASK 2.2: WATER & WASTEWATER GFC UPDATE GFCs. Key tasks include: Updating the existing cost basis including the original cost of existing system assets (net of donated facilities), plus applicable interest (carrying costs) on those assets. The calculation will consider the most recent year-end infrastructure values. Updating the future cost basis to reflect the most recent water and wastewater capital improvement plans. We will work with City staff to allocate capital projects between capacity expansion, renewal and replacement, and upgrades. Determining the number of equivalent residential units (ERUs) that the water and wastewater utilities can serve. Calculating the maximum allowable GFCs and developing a proposed schedule of charges. TASK 2.3: DOCUMENTATION Task 3 involves preparing a technical memorandum that documents study methodology, assumptions, findings, and recommendations. TASK 2.4: MEETINGS &PUBLIC PROCESS Task 4 includes a provision for up to two (2) remote meetings (one attendee) to present study findings to the City Council, plus the level of effort necessary to prepare related presentation materials. We propose to bill for attendance at additional meetings on a time-and-materials basis. www.fcsgroup.com City of BremertonJanuary2022 2022 Utility Cost of Serviceand GFC Updatepage 5 B UDGET Our normal billing practice is to bill based on time and materials actually expended, not to exceed the total budget. authorization from the City to use. This contingency intends to provide flexibility in addressing policy questions and other topics of interest to the City that are not www.fcsgroup.com AGENDA BILL CITY OF BREMERTON A2 CITY COUNCIL SUBJECT: Acceptance of Washington Study Session Date: February 9, 2022 State Transportation Improvement Board COUNCIL MEETING Date: February 16, 2022 (TIB); and Fuel Tax Agreement for E.11th Department: PW&U Street & Wheaton Way Sidewalk Gap Presenter: Chris Dimmitt Improvement Project Phone: (360) 473-2307 SUMMARY: The City has been offered a Fuel Tax Grant from the Washington State Transportation th Improvement Board (TIB) to partially fund sidewalk gap improvements on E 11 Street from Nipsic Avenue to Trenton Avenue and at 2629 Wheaton Way. The project provides funding for City crews to install approximately 600 linear feet of sidewalk and 5 curb ramps. The project cost is estimated at $140,000. The TIB grant award will pay for 76% of eligible project costs with a maximum grant of $106,400. ATTACHMENTS: 1) Fuel Tax Grant Agreement; 2) Site Plan. FISCAL IMPACTS (Include Budgeted Amount): The total project cost is currently estimated at $140,000 and the TIB grant is $106,400. Matching funds are currently identified at $33,600 from Real Estate Excise Tax (REET). STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Fuel Tax Grant Agreement with the Washington State Transportation Improvement Board for the E.11th Street and Wheaton Way Sidewalk Gap Improvements Project; 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 01/02/2018 AGENDA BILL CITY OF BREMERTON A3 CITY COUNCIL SUBJECT: 2022 Excess Workers Study Session Date: February 9, 2022 Compensation Insurance with Midwest COUNCIL MEETING Date: February 16, 2022 Employers Casualty Company Department: City Risk Management Presenter: Melisa Vaal Folmer Phone: (360) 473-5302 SUMMARY: The Bremerton Municipal Code authorizes the Risk Management Specialist, with the approval of the City Attorney, to bind insurance and requires City Council approval for the Compensation for 2022 has been bound with Midwest Employers Casualty Company at an annual premium of $112,702.50. The self-insured retention all other employees at $500,000. This is the same as last year. The only change is there is an additional SIR for employees injured during a wildland fire event is $1,500,000. ATTACHMENTS: Brown & Brown Insurance Proposal FISCAL IMPACTS (Include Budgeted Amount): Sufficient funds have been budgeted in the Risk Management Fund for this expenditure for 2022. STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the purchase of the 2022 Excess W Compensation insurance with Midwest Employers Casualty Company in the amount of $112,702.50. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 01/02/2018 This proposal is based upon the exposures made known to the Agency by you and contains only a general description of the coverage(s) and does not constitute a policy/contract. For complete policy information, including exclusions, limitations, and conditions, please refer to your policy. In the event of difference, the policy will prevail. 1 of 10 We are Brown & Brown of WA, Inc. , part of the Brown & Brown team. As one of the largest insurance intermediaries in the world, we work to deliver solutions that help to protect what you value most. Our team is as connected nationally as it is locally, providing the personalized service of a local agency and the exceptional capabilities that bring the peace of mind you expect from a top national brokerage firm. We understand that the only constant is change and look ahead for changes that may impact your industry and business, so you can be ready today. Our portfolio of products and services include insurance, reinsurance, risk management, employee benefits administration, managed health care programs, and more. We have been providing solutions to businesses, public entities, individuals, trade and professional associates for more than 80 years. Since 2004, Brown & Brown has been designated as a Mergent's Dividend Index Achiever. This distinct honor is based on a record of 10 or more consecutive years of dividend increases, which has been achieved by less than 3% of U.S. listed dividend-paying companies. This proposal is based upon the exposures made known to the Agency by you and contains only a general description of the coverage(s) and does not constitute a policy/contract. For complete policy information, including exclusions, limitations, and conditions, please refer to your policy. In the event of difference, the policy will prevail. 3 of 10 Local People. Powerful Solutions. We pride ourselves on our ability to couple national strength with local, personalized service. Our Brown & Brown of WA, Inc. - based team is as connected to the more than 11,000 teammates across Brown & Brown and our team of companies as it is here in our community. We have become a leading insurance brokerage because we view insurance differently and utilize our vast experience and wide-reaching network to deliver superior service and solutions to our customers, both big and small. We believe that our teammates and the relationships they form with our customers are our strength. Our reputation has been built on a solid foundation of teamwork, strengthened by people who are dedicated to providing the highest degree of service. Our team thanks you for the opportunity to work together. Please find our contact information below. Service Team Brown & Brown of WA, Inc. Name Role Title E-mail Kim Wilson Account Executive Account Executive Kim.Wilson@bbrown.com Kristy Philpott Account Representative Account Manager Kristy.Philpott@bbrown.com This proposal is based upon the exposures made known to the Agency by you and contains only a general description of the coverage(s) and does not constitute a policy/contract. For complete policy information, including exclusions, limitations, and conditions, please refer to your policy. In the event of difference, the policy will prevail. 4 of 10 Named Insured Named Insured City of Bremerton This list includes all the named insureds we presently have on your policies. Should any revisions to this listing be required, please notify our office immediately. This proposal is based upon the exposures made known to the Agency by you and contains only a general description of the coverage(s) and does not constitute a policy/contract. For complete policy information, including exclusions, limitations, and conditions, please refer to your policy. In the event of difference, the policy will prevail. 5 of 10 Excess Workers' Compensation Provides coverage for your employees as defined by State Workers Compensation statues. Coverage Limits Limit of Liability Statutory Employers liability $1,000,000 Retention $ 500,000 Retention Police, Volunteer Police and Firefighters $ 1,000,000 Per Employee Injured during a Wildland Fire event New $ 1,500,000 Rating Exposure Estimated Annual Workers Hours 658,040 Expiring 638,435 Rate per Worker Hour 0.1903 Expiring 0.1399 Quote Option(s) 0238474 Include(s) the following Endorsements: CMB-6-CLS Amendment to Schedule Item 6 CMB-11 Amendment to Schedule Item 11 CMB-100 Aircraft Exclusion Endorsement CMB-100 Wildland Fire Per Employee Specific Retention Endorsement CMB-160 Foreign CMB-199 Policyholder Disclosure Notice of Terrorism Insurance ISI-265 Waiver of Subrogation by Written Contract Surcharge ISI-266 Endemic Disease and Repatriation ISI-280 Jones Act ISI-WA Washington This proposal is based upon the exposures made known to the Agency by you and contains only a general description of the coverage(s) and does not constitute a policy/contract. For complete policy information, including exclusions, limitations, and conditions, please refer to your policy. In the event of difference, the policy will prevail. 6 of 10 Proposal Premium Summary Line of Business Expiring Premium Renewal Premium Renewal Without Broker Premium if Contract Broker Fee Applies Workers' Compensation $ 89,317.00 $ 125,225.00 $ 112,702.50 Grand Total $ 89,317.00 $ 125,225.00 $ 112,702.50 Marketing Summary 1. Arch cannot provide coverage with any Wildland Fire exposure. 2. Safety National would be in excess of $150,000 premium with a minimum of a $750,000 SIR but ( could be higher) and with a $1,000,000 retention for first responders. It is not unlikely that their actual terms would be higher after reviewing the claims and Wildland Fire exposure. Payment Plans Line of Business Payment Plan Billing Plan Excess Workers Compensation Agency Bill In full This proposal is based upon the exposures made known to the Agency by you and contains only a general description of the coverage(s) and does not constitute a policy/contract. For complete policy information, including exclusions, limitations, and conditions, please refer to your policy. In the event of difference, the policy will prevail. 7 of 10 A. M. Best A. M. Best Rating of Proposed Carriers Line of Business Insurance Company Rating Admitted/ Non-Admitted Workers Compensation Midwest Insurance Company A+ XV General Rating Rating Categories Rating Symbols Superior A+ to A++ Excellent A to A- Good B+ to B++ Fair B to B- Marginal C+ to C++ Weak C to C- Poor D based upon averages within the Property-Casualty insurance industry. They are reflective of overall company services and standing within the industry. Financial Size Category Class Range ($ in Thousands) Class I Up-$1,000 Class II $1,000-$2,000 Class III $2,000- $5,000 Class IV $5,000-$10,000 Class V $10,000-$25,000 Class VI $25,000-$50,000 Class VII $50,000-$100,000 Class VIII $100,000-$250,000 Class IX $250,000-$500,000 Class X $500,000-$750,000 Class XI $750,000-$1,000,000 Class XII $1,000,000-$1,250,000 Class XIII $1,250,000-$1,500,000 Class XIV $1,500,000-$2,000,000 Class XV $2,000,000-Greater conditional or Technical reserve Funds, such as mandatory securities valuation reserve, or other investments and operating contingency funds and/or miscellaneous voluntary reserves in liabilities ($ in Thousands) This information has been provided to you so that consideration is given to the financial condition of our proposed carriers. The financial information disclosed is the most recent available to Brown & Brown. Brown & Brown does not guarantee financial condition of the insurers listed above. This proposal is based upon the exposures made known to the Agency by you and contains only a general description of the coverage(s) and does not constitute a policy/contract. For complete policy information, including exclusions, limitations, and conditions, please refer to your policy. In the event of difference, the policy will prevail. 8 of 10 Compensation Disclosure Compensation. In addition to the commissions or fees received by us for assistance with the placement, servicing, claims handling, or renewal of your insurance coverages, other parties, such as excess and surplus lines brokers, wholesale brokers, reinsurance intermediaries, underwriting managers and similar parties, some of which may be owned in whole or in part by Brown & Brown, Inc., may also receive compensation for their role in providing insurance products or services to you pursuant to their separate contracts with insurance or reinsurance carriers. That compensation is derived from your premium payments. Additionally, it is possible that we, or our corporate parents or affiliates, may receive contingent payments or allowances from insurers based on factors which are not client-specific, such as the performance and/or size of an overall book of business produced with an insurer. We generally do not know if such a contingent payment will be made by a particular insurer, or the amount of any such contingent payments, until the underwriting year is closed. That of other insureds that have purchased similar types of coverage. We may also receive invitations to programs sponsored and paid for by insurance carriers to inform brokers regarding their products and services, including possible participation in company-sponsored events such as trips, seminars, and advisory council meetings, based upon the total volume of business placed with the carrier you select. We may, on occasion, receive loans or credit from insurance companies. Additionally, in the ordinary course of our business, we may receive and retain interest on premiums you pay from the date we receive them until the date of premiums are remitted to the insurance company or intermediary. In the event that we assist with placement and other details of arranging for the financing of your insurance premium, we may also receive a fee from the premium finance company. If an intermediary is utilized in the placement of coverage, the intermediary may or may not be owned in whole or part by Brown & Brown, Inc. or its subsidiaries. Brown & Brown entities operate independently and are not required to utilize other companies owned by Brown & Brown, Inc., but routinely do so. In addition to providing access to the insurance company, the Wholesale Insurance Broker/Managing General Agent may provide additional services including, but not limited to: underwriting; loss control; risk placement; coverage review; claims coordination with insurance company; and policy issuance. Compensation paid for those services is derived from your premium payment, which may on average be 15% of the premium you pay for coverage, and may include additional fees charged by the intermediary. Questions and Information Requests. Should you have any questions, or require additional information, please contact this office at (253) 396-5500 or, if you prefer, submit your question or request online at http://www.bbinsurance.com/customerinquiry/ This proposal is based upon the exposures made known to the Agency by you and contains only a general description of the coverage(s) and does not constitute a policy/contract. For complete policy information, including exclusions, limitations, and conditions, please refer to your policy. In the event of difference, the policy will prevail. 9 of 10 Brown & Brown of Washington, Inc. 2106 Pacific Ave Suite 501 Tacoma, WA, 98402 Email: admin@bbtacoma.com AGENDA BILL CITY OF BREMERTON A4 CITY COUNCIL SUBJECT: Study Session Date: February 9, 2022 Professional Services Agreement with COUNCIL MEETING Date: February 16, 2022 Bremerton Housing Authority for City of Department: DCD-CDBG Bremerton 2022 Rental Assistance Program Presenter: Sarah Achaoui Phone: (360) 473-5375 SUMMARY: In the passing of the 2022 Budget the City Council Authorized a $100,000 expenditure from the State Shared Affordable Housing Sales Tax. Authorized by House Bill 1406, this allows the city to collect a sales tax to support rental assistance programs for households earning below 60% Area Median Income. ATTACHMENTS: Professional Services Agreement including Exhibits A, B and C FISCAL IMPACTS (Include Budgeted Amount): $100,000 from the General Fund for Rental Assistance for City of Bremerton Residents STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Professional Services Agreement and Scope of Work for Citywide Rental Assistance Program with Bremerton Housing Authority in the amount of $100,000; 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 01/02/2018 PROFESSIONAL SERVICES AGREEMENT City of Bremerton Rental Assistance Program Bremerton Housing Authority I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated _____________, 20__, including any attachments thereto , attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in the work schedule attached hereto as Exhibit B; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in Section IX.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $100,000 shall conform to the fee schedule attached hereto as Exhibit C and incorporated herein by this reference. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit C. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit C. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. Page 1 of 8 Bremerton/Bremerton Housing Authority Emergency Rental Assistance Program Rev. 01/2022 IV. Relationship of Parties: Consultant 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. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its person employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant'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 Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The stration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, 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 Consultant. V. Indemnification: A. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including 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 , unless Consultant is conducting work pursuant to Subsection B below. 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. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE Page 2 of 8 Bremerton/Bremerton Housing Authority Emergency Rental Assistance Program Rev. 01/2022 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: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-contractors. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Consultant. - The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. Page 3 of 8 Bremerton/Bremerton Housing Authority Emergency Rental Assistance Program Rev. 01/2022 The Consultant'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. It shall be an affirmative -5161, or by th certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6 Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. In the event that the Consultant employs other consultants or contractors (sub-consultants or sub-contractors) as part of the work covere responsibility to require and confirm that each sub-consultant or sub-contractor meets the minimum insurance requirements specified above. The Consultant shall, upon demand of the City, deliver to the City copies of such policy or policies of insurance and the receipts for payment of premiums thereon. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Bremerton, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service Page 4 of 8 Bremerton/Bremerton Housing Authority Emergency Rental Assistance Program Rev. 01/2022 with respect to the project and are the property of the City. Any reuse by the City for other than C. Use of Photographs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant 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. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Bremerton, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. 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. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. 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. Notices to be sent to: Notices to be sent to: CITY: CONSULTANT: Attn: Sarah Achaoui Attn: Jill Stanton City of Bremerton Bremerton Housing Authority th 345 6 Street, Suite 100 600 Park Avenue Bremerton, WA 98337-1891 Bremerton, WA 98337 J. 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. Page 5 of 8 Bremerton/Bremerton Housing Authority Emergency Rental Assistance Program Rev. 01/2022 K. 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. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. 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. N. In the event of litigation to enforce any of the terms or provisions herein, each party shall O. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Equal Employment Opportunity Statement: In the hiring of employees for the performance of work under this Agreement, the Consultant, its subcontractors, or any person acting on behalf of Consultant shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. X. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) -performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. Page 6 of 8 Bremerton/Bremerton Housing Authority Emergency Rental Assistance Program Rev. 01/2022 A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. XI. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Consultant shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Consultant enter into a covered transaction with another firm, Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: CONSULTANT: CITY OF BREMERTON BREMERTON HOUSING AUTHORITY By: By: Print Name: Print Name: Its: Its: Date: Date: APPROVED AS TO FORM: ATTEST: By: By: Kylie Finnell, Bremerton City Attorney Angela Hoover, City Clerk Page 7 of 8 Bremerton/Bremerton Housing Authority Emergency Rental Assistance Program Rev. 01/2022 R:\\Legal\\Legal\\Forms\\FORMS ON COBWEB\\Professional Services Agreement Rev. 06 2020.docx Page 8 of 8 Bremerton/Bremerton Housing Authority Emergency Rental Assistance Program Rev. 01/2022 Exhibit A Scope of Work City of Bremerton Rental Assistance Program Administer the Rental Assistance Program by identifying potential candidates to participate in the Rental Supplement Assistance Program, the Eviction Prevention Assistance Program, or the Security Deposit Assistance Program. Enforce program requirements including but not limited to requirements for application, substantiation of need, limits of amount, and duration of assistance. Periodically evaluate the program requirements to ensure that the program is reaching the target population. Process assistance payments ensuring that backup documentation complies with program requirements. Submit monthly invoices to the City for expense reimbursements as defined in Exhibit B schedule. Expend all rental assistance funds no later than December 31, 2022. Report to the City as requested. General Rental Assistance Program Restrictions Assistance will be provided to applicants whose income is 60% or less of Area Median Income (AMI) of Federal Department of Housing and Urban Development (HUD) income limits. The rental assistance program is restricted to units located within the city limits of Bremerton, Washington. No Bremerton Housing Authority tenant or Section 8 participant, or recipient of any other federal, state, or local rental assistance program, is eligible to receive assistance from this program. Specific Program Information and Restrictions Rental Supplement Assistance This program provides limited rental assistance funds to assist recipients to stabilize their incomes during a specific period of time. Exhibit A Duration of assistance will be no longer than 6 months. Amount of assistance will be the difference between the contract rent and ant will be required to pay the equivalent of 30% of his or her current income. The remainder will be covered by the rental supplement assistance program. Rental assistance shall not exceed $1,000 per participant household per month. Eviction Prevention Assistance This program provides assistance to applicants who have encountered a short-term financial challenge that has jeopardized their housing. This program will pay up to six months of back rent for an applicant. Eviction prevention assistance shall be one-time and shall not exceed $3,000 per participant household. Applicant must provide proof of the financial challenge in addition to the other documentation required for the application. Security Deposit Assistance This program provides one-time security deposit assistance to applicants. This program will pay up to 50% of the security deposit required by an EXHIBIT B SCHEDULE January 2022: Contract agreement approved by Bremerton City Council January December 2022: Period of rental assistance expenditures allowed January December 2022: Monthly expenditures submitted to the City within 2 weeks after the month-end January 2022 to January 2023: Reporting data to City as requested EXHIBIT C CONSULTANT FEES AND REIMBURSEMENT SUBSTANTIATION Fees The contract provides $100,000 to be dispersed as follows: Administrative Fee: The Consultant will invoice monthly an administrative fee of 10% on each rental assistance disbursement up to a maximum of $10,000 in the contract year. Rental Assistance: The City will provide reimbursement to the Consultant up to $90,000 for rental assistance pursuant to the Program Information and Restrictions in Exhibit A Reimbursement Substantiation The Consultant shall submit invoices to the City on a monthly basis. The invoices shall be accompanied by appropriate reports and documentation to support the reimbursement and to ensure that the funds were expended and dispersed to the appropriate recipients. AGENDA BILL CITY OF BREMERTON A5 CITY COUNCIL SUBJECT: Study Session Date: February 9, 2022 Acceptance of Housing Action Plan COUNCIL MEETING Date: February 16, 2022 Implementation Grant; and Interagency Department: DCD Agreement with Washington State Presenter: Garrett Jackson Department of Commerce for Development Phone: (360) 473-5289 of Cottage Housing Ordinance SUMMARY: The City of Bremerton requested, and was selected to receive, a $40,000 no-match grant from the Washington State Department of Commerce for the City to adopt development regulation updates cottage housing. The grant would be awarded per the Housing Action Plan and Implementation (HAPI) grant program. This no-match grant is expected to pay for staff time to implement the regulation updates, which includes drafting new code language, conducting public outreach, and future presentations to the Planning Commission and City Council. Cottage housing regulations would allow for increased housing by permitting more than one residential unit per lot (typically smaller clustered housing units), which would allow more flexibility to . Taking action to implement changes to the code to allow cottage housing would be consistent with the March 2020 City of Bremerton & Kitsap County Affordable Housing Recommendations Report and Policies & Regulations. The project is expected to be kicked off after grant acceptance and will be complete by summer 2023. The City will post updates on the website, and will be utilizing e-news, and other methods of communication to gather feedback from the public. ATTACHMENTS: $40,000 Grant Agreement with Washington State Department of Commerce. FISCAL IMPACTS (Include Budgeted Amount): This is a no-match grant that will be used to offset the General Fund DCD staff expense to prepare a cottage housing ordinance. STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to accept the no-match grant with the Washington State Department of Commerce in the amount of $40,000, 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 11/09/2021 BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU BUUBDINFOU AGENDA BILL CITY OF BREMERTON A6 CITY COUNCIL SUBJECT: Kitsap County Fire Chiefs Study Session Date: February 9, 2022 Shared Staffing Interlocal Agreement COUNCIL MEETING Date: February 16, 2022 Department: Fire Presenter: Pat McGanney Phone: (360) 473-5381 SUMMARY: The purpose of this agreement is for the Bremerton Fire Department to work cooperatively with other Kitsap County Fire Agencies to request and provide the resources necessary to maintain emergency response staffing service levels. ATTACHMENTS: Affiliation Agreement FISCAL IMPACTS (Include Budgeted Amount): None STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Kitsap County Fire Chiefs Shared Staffing Interlocal Agreement; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 01/02/2018 KITSAP COUNTY FIRE CHIEFS SHARED STAFFING INTERLOCAL AGREEMENT This Agreement is entered into between the undersigned fire protection districts for the purpose of assisting supplemental short term staffing in the event that a Fire District is unable to meet their staffing requirements. RECITALS 1. This agreement is entered into under the authority of RCW 52.12.031 and in conformity with chapter 39.34 RCW, the Interlocal Cooperation Act. 2. Each party to this agreement maintains and operates their own fire departments to provide fire protection, fire suppression and emergency medical services in their respective areas. 3. Each party occasionally experiences circumstances that result in unpredicted and unanticipated inability to meet their staffing needs to maintain their established services level 4. The Parties believe that establishing a framework for the sharing of emergency response resources, including personnel, will be of direct benefit to the health and safety of the community and personnel AGREEMENT To carry out the purposes of this agreement and in consideration of the benefits to be received by each party, it is agreed as follows: 1. Scope of Agreement 1.1. General. The scope of this Agreement authorizes the fire chiefs to work cooperatively to allow for the signatory agencies to request and provide the resources necessary to maintain emergency response service levels. This agreement is limited to staffing levels and is exclusive to automatic aid agreements for response and/or backfill related to emergency incidents. 1.2. Definitions. 1.2.1. Assisting Agency. A party to this Agreement that requests emergency response resources from another party to the Agreement. 1.2.2. Requesting Agency. A party to this Agreement that provides emergency response resources from another party to the Agreement. 1.2.3. Assigned Personnel. An employee of an Assisting Agency assigned to staff a Requesting s station(s) 1.2.4. Emergency Response Resources. The apparatus, personnel, and equipment that are assigned from the Assisting Agency to the Requesting Agency. 1.3. Emergency Response Staffing Levels. Each agency is responsible for making the determination to request emergency response staffing, including the establishment of their own emergency response service levels and internal processes for attempting to maintain their service level. 1.4. Assisting Emergency Response Resource: Each agency is responsible for determining if they are able to provide emergency response resources to a requesting agency. Each agency is responsible for determining their internal methods for selecting the assigned personnel and equipment. This agreement creates no requirement or obligation to provide emergency response resources. 1.5. Request for Emergency Response Resources: At such time that a requesting agency determines the need for Emergency Response Resources, they will notify the Fire Chief or designee of the assisting agency(s), of their choice. The request should include the type of apparatus/equipment needed, the qualification requirement of the assigned personnel, and the beginning and end time of the request. 1.6. Emergency Response Resources: Emergency Response Resources will be assigned to the requesting agency as a complete response ready apparatus, including the apparatus, equipment, supplies, and personnel (minimum of two). The Emergency Response Resources will be assigned to a requesting agency fire station and have normal access and use of the facility. 1.7. Emergency Response: The emergency response resource will be moved up the appropriate station and will respond to emergency incidents as it would under existing automatic aid agreements, including the billing for patient transport. During emergency responses, the assigned emergency response resource will fall under the supervision of the requesting incident management structure. 1.8. Ancillary Duties: The assigned personnel will participate in normal training, facilities maintenance, and shift activities as assigned by the requesting agency. 2. Employment Status. 2.1. Supervision; The requesting agency will be primarily responsible for supervising the Provided, however, any corrective action or supervisory issues will be handled by the assisting agency based on the documentation provided by the requesting agency. If, at any time, the requesting agency determines that the assigned personnel are unfit to fulfill the emergency response requirement they will notify the assisting agency and request replacement or terminate the resource request. 2.2. Compensation and Benefits: The assigned personnel will remain employees of the assisting agency for the duration of the assignment, assigned to work at the yees of the requesting agency. The assisting agency will remain responsible for all compensation and benefits to their assigned staff consistent with their collective bargaining agreement, including administration of payment of all wages, and other forms of compensation and compliance with all rules and regulations governing reporting, payment, and withholding of federal and state taxes imposed, including but not limited to: Federal income tax withholding; State and local income tax withholding; Federal Insurance Contributions Act (FICA) and Medicare tax withholding, as well as the employer component of FICA and Medicare tax; Federal Unemployment Tax Act (FUTA) obligations, and Applicable state unemployment tax obligations; L&I premiums 3. Payment. 3.1. The requesting agency will be required to compensate the assisting agency for the direct costs of providing the emergency response resources. This will include compensation for the hours worked by the assigned personnel, including travel to time to/from the assigned station. Compensation for non-transport apparatus will use of transport capable apparatus, in Lieu of the assisting agency billing for patient transports. Compensation for equipment use/damage will be consistent with existing automatic aid agreements. The Assisting Agency shall remain responsible for all compensation paid to its Assigned Staff consistent with their collective bargaining agreement. 4. Term. This agreement shall be effective on execution and shall continue until terminated by either party with 30 days advance written notice. 5. Indemnification and Hold Harmless. Each party agrees to defend, indemnify, and hold harmless the other party and each of its employees, officials, agents, and volunteers from any and all losses, claims, liabilities, lawsuits, or legal judgments arising out of any negligent or willfully tortious actions or inactions by the performing party or any of its employees, officials, agents, or volunteers, while acting within the scope of the duties required by this Agreement. Each party shall be responsible for its Agreement. This provision shall also survive and remain in effect in the event that a court or other entity with jurisdiction determines that this Agreement is not enforceable. It is further specifically and expressly understood that the indemnification provided RCW, solely to carry out the purposes of this indemnification clause. The parties further acknowledge that they have mutually negotiated this waiver. 6. Insurance. Each party shall provide insurance coverage for its own operations, facilities, equipment and personnel. Each party shall furnish to the other party, appropriate documentation showing that such coverage is in effect. 7. Dispute Resolution. 7.1. If the parties are unable to resolve a dispute regarding this Agreement through negotiation, either party may demand mediation through a process to be mutually agreed to in good faith between the parties within 30 days. The parties shall share equally the costs of mediation and each party shall be responsible for their own costs in preparation and participation in the mediation, including expert witness . 7.2. If a mediation process cannot be agreed upon or if the mediation fails to resolve the dispute then, within 30 calendar days, either party may submit the dispute to arbitration according to the procedures of the Superior Court Rules for Mandatory Arbitration, including the Local Mandatory Arbitration Rules of the Kitsap County Superior Court, Kitsap County, Washington, as amended, unless the parties agree in writing to an alternative dispute resolution process. The arbitration shall be before a disinterested arbitrator selected pursuant to the Mandatory Arbitration Rules with both parties sharing equally in the cost of the arbitrator. The location of the arbitration shall be mutually agreed or established by the assigned Arbitrator, and the laws of Washington will govern its proceedings. The prevailing party in the arbitration, shall be entitled to its reasonable attorney fees and costs including expert witness fees. 7.3. calendar days from the date of the ruling/award to file and serve a demand for a bench trial de novo in the Kitsap County Superior Court. The court shall determine all questions of law and fact without empaneling a jury for any purpose. If the party ruling/award following a final judgment, that party shall pay all costs, expenses and attorney fees to the other party, including all costs, attorney fees and expenses associated with any appeals. 7.4. Unless otherwise agreed in writing, this dispute resolution process shall be the sole, exclusive and final remedy to or for either party for any dispute regarding this Agreement, and its interpretation, application or breach, regardless of whether the dispute is based in contract, tort, any violation of federal law, state statute or local ordinance or for any breach of administrative rule or regulation and regardless of the amount or type of relief demanded. 8. Miscellaneous 8.1. Administration. This Agreement shall be administered by the Fire Chiefs of the parties. 8.2. Non-Waiver of Breach. The failure of either party to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances, shall not be construed to be a waiver or relinquishment of those covenants, agreements, or options, and the same shall be and remain in full force and effect. 8.3. Assignment. Any assignment of this Agreement by either party without the prior written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. 8.4. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party and subject to ratification by the legislative body of each party. 8.5. Entire Agreement. The written terms and provisions of this Agreement, together with any Exhibits attached hereto, shall supersede all prior communications, negotiations, representations or agreements, either verbal or written of any officer or other representative of each party, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. 8.6. Severability. If any section of this Agreement is adjudicated to be invalid, such action shall not affect the validity of any section not so adjudicated. 8.7. Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective upon personal service or three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. 8.8. Benefits. This Agreement is entered into for the benefit of the parties to this Agreement only and shall confer no benefits, direct or implied, on any third persons. 8.9. Non-Exclusive Agreement. The parties to this Agreement shall not be precluded from entering into similar agreements with other municipal corporations. 8.10. No Separate Entity. No separate or legal or administrative entity is created by this Agreement. 8.11. Filing. The parties shall file a certified copy of this Agreement with the Kitsap before the Agreement becomes effective, as required by RCW 39.34.040. City of Bremerton: ____________________________ Pat McGanney, Fire Chief Bainbridge Island: ____________________________ Hank Teran, Fire Chief Central Kitsap Fire and Rescue: ____________________________ John Oliver, Fire Chief North Kitsap Fire and Rescue: ____________________________ Dan Smith, Fire Chief South Kitsap Fire and Rescue: ____________________________ Jeff Faucett, Fire Chief AGENDA BILL CITY OF BREMERTON A7 CITY COUNCIL SUBJECT: Contract Modification Study Session Date: February 9, 2022 Agreement No.1 with Merchant Patrol COUNCIL MEETING Date: February 16, 2022 Security Services, Inc. for Security Services Department: PW&U Presenter: Chris Mottner Phone: (360) 473-2316 SUMMARY: Staff requests approval of the Contract Modification Agreement with Merchant Patrol Security Services, Inc. for a negotiated wage increase for COLA and insurance increases, a contract Parking Facilities and Garages. The security patrol enhancements include starting foot patrols at the Washington Avenue Garage at 5:00 PM and adding an additional Security Officer to provide foot patrols for all the City Parking Garages. With this contract amendment, the frequency of security -days per week between the hours of 5:00 PM 4:00 AM and will essentially double the previous patrol coverage. ATTACHMENTS: 1) Contract Modification Agreement with Merchant Patrol Security Services, Inc. FISCAL IMPACTS (Include Budgeted Amount): The additional service costs of $96,968.76 annually budgeted funds. STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Contract Modification Agreement with Merchant Patrol Security Services, Inc. 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 01/02/2018 AGENDA BILL CITY OF BREMERTON A8 CITY COUNCIL SUBJECT: Acceptance of Washington Study Session Date: February 9, 2022 State Transportation Improvement Board COUNCIL MEETING Date: February 16, 2022 (TIB) Grant; and Fuel Tax Agreement Department: PW&U th for Washington Avenue & 11 Street Presenter: Shane Weber Roundabout Project Phone: (360) 473-2354 SUMMARY: The City has been offered a Fuel Tax Grant from the Washington State Transportation th Improvement Board (TIB) to partially fund the Washington and 11 Street Improvements project. The project will construct a roundabout at the west end of the Manette Bridge, along with full street and sidewalk reconstruction from the roundabout north and west to Pacific Avenue. The TIB grant offered is $1,742,143 and will fund up to 25% of eligible project costs. There is no match to the TIB grant. ATTACHMENTS: 1) Grant Agreement; 2) Site Plan FISCAL IMPACTS (Include Budgeted Amount): The project is budgeted in the 2022 CIP at $6,249,625.00. The TIB grant is $1,742,143 and will displace other allocated funds already budgeted. STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Fuel Tax Grant Agreement with the Washington State Transportation th Improvement Board for the Washington Avenue/11 Street Roundabout Project; 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 01/02/2018 5 92 9 525 104 101101101 99 405405 203203 202202 9090 BREMERTONBREMERTON 302302 1818 109109109 106106 1616 33169169 164164 410410 106106106 555 161161161 507507507 777 NO SCALE NO SCALE DATE: April 17, 2018 FILE: PS1896147-LOCATION-VICINITYMAP Figure 1 WASHINGTON & 11TH IMPROVEMENTS LOCATION AND VICINITY MAPS AGENDA BILL CITY OF BREMERTON A9 CITY COUNCIL SUBJECT: Study Session Date: February 9, 2022 Public Works Agreement with Vet Industrial, COUNCIL MEETING Date: February 16, 2022 Inc. for Northlake Way Pressure Reducing Department: PW&U - Engineering Valve Relocation Project Presenter: Bill Davis Phone: (360) 473-2312 SUMMARY: The City has pre-purchased a package Pressure Reducing Valve (PRV) station to replace the existing PRV station that has reached the end of its useful life, is difficult to maintain and will be abandoned. The work includes all materials, equipment, supplies and services necessary to install the new PRV station on Northlake Way NW. The project was bid using the MRSC Small Works Roster. Two (2) bids were received and were opened on January 27, 2022. Vet Industrial, Inc. was the lowest responsive bidder with a total bid in the amount of $135,432.50 (including sales tax). ATTACHMENTS: 1. Agreement; 2. Location Map; 3. PRV Vault Photos 4. Bid Tabulation FISCAL IMPACTS (Include Budgeted Amount): This project was included in the 2021 Water Capital Budget for $80,000. The overall project costs exceed the budgeted amount. Funds allocated to the Pump Station #14 Relocation project will be directed to this project, and these changes will be included in the mid-year budget adjustment. STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to award the construction contract for the Northlake Way Pressure Reducing Valve Relocation project to Vet Industrial, Inc. in the amount of $135,432.50 (including sales tax); 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 01/02/2018 PUBLIC WORKS AGREEMENT THIS AGREEMENT is entered into between the City of Bremerton, a Washington Municipal Corporation (“City”), and Vet Industrial, Inc.(“Contractor”), whose mailing address is 1234 Charleston Beach Road, Suite B, Bremerton WA 98312. The partiesagree as follows: 1.CONTRACTORSERVICES.The Contractor shall perform the following services for the Cityin the Bid Documentstitled: Northlake Way NW Pressure Reducing Valve Relocation. 2.TIME OF COMPLETION.Contractor shall completethe work within 90 calendar days of the date of issuance of the Notice to Proceed. 3.COMPENSATION. The City shall pay the Contractor the total amount of $135,432.50 with Washington State Sales Tax,for the work and services contemplated in this agreement. The Contractor shall invoice the City monthly. The City will pay for the portion of the work described inthe invoice that has been completed by the Contractor and approved by the City. The City payment shall not constitute a waiver of the City’s right to final inspection and acceptance of the project. A.Performance Bond. Pursuant to Chapter 39.08 RCW, the Contractor shall provide the City a performance bond for the full contract amount to be in effect until thirty (30) days after the date of final acceptance,oruntil receipt of all necessary releases from the State Department of Revenue and the State Department of Labor and Industries and until settlement of any liens filed under Chapter 60.28 RCW, whichever is later. B.Retainage. The City shall hold back a retainage in the amount of five percent(5%) of any and all payments made to contractor for a period of thirty(30) days after the date of final acceptance, or until receipt of all necessary releases from the State Department of Revenue and the State Department of Labor & Industries and until settlement of any liens filed under Chapter 60.28 RCW, whichever is later. C.Defective or Unauthorized Work. TheCity reserves its right to withhold payment from Contractor for any defective or unauthorized work. Defective or unauthorized work includes,without limitation: work and materials that do not conform to the requirements of this agreement; and extra workand materials furnished without the City’swritten approval. If Contractor is unable, for any reason,to satisfactorily complete any portionof the work, the City may complete the work by contract or otherwise, and Contractor shall be liable to the City for any additional costs incurred by the City. “Additional costs” shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Contract price specified above. The City further reserves its right to deduct the cost to complete the Contract work,including any Additional Costs, from any andall amounts dueor to become due the Contractor. D.Final Payment: Waiver of Claims. THE MAKING OF FINAL PAYMENT (EXCLUDING WITHHELD RETAINAGE) SHALL PRECLUDE ALL CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLYMADE AND IDENTIFIED PUBLIC WORKS AGREEMENT –Page 1of 10 (BetweenCity of Bremerton and Vet Industrial, Inc.) BY CONTRACTOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. 4.INDEPENDENT CONTRACTOR.Contractor is and shall be at all times acting as an independent contractor and not as anemployee of the City. The Contractor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability insurance compensation, unemployment compensation, and all other payroll deductions for the Contractor, officer, agents, employees and sub-contractors. The Contractor shall also secureall applicable business licenses, if required, in connection with the contract services, including all required licenses for Contractor's officers, agents, employees and sub-contractors. 5.TERMINATION.The City may terminate this agreement for good cause. “Good cause” shall include, without limitation, any one or more of the following events: A.The Contractor’s refusal or failure to supply a sufficient number of properly skilled workers or proper materialsfor completion of the Contract work. B.TheContractor’sfailure to complete the work within the time specified in this agreement. C.The Contractor’s failure to make full and prompt payment to sub-contractors or for material or labor. D.The Contractor’s persistent disregard of federal, state orlocal laws, rules or regulations. E.The Contractor’s filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this agreement for good cause, the Contractor shall not receive any further monies due under this agreement until the Contract work is completed. 6.PREVAILING WAGES.Contractor shall file a “Statement of Intent to Pay Prevailing Wages” with the State of Washington Department of Labor & Industries prior to commencing the Contract work. Contractor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached. 7.CHANGES.The Citymay issue a written work change directive for any change in the Contract work during the performance of this agreement.If the Contractor determines, for any reason, that a change order is necessary, Contractor must submit a written change order request to the City’s project manager within two (2) business days of the date the Contractor knew or should have known of the facts and events giving rise to the requested change.If the City determines that the change increases or decreases the Contractor’s costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Contractor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate.The Contractor shall proceed with the change order work upon receiving a written work change directive or change order fromthe City.If the Contractor fails to require a change order within the time allowed, the Contractorwaives its right to make any claim or submit subsequent change order requests for that portion of the contract work.If the Contractor disagrees with theequitable adjustment PUBLIC WORKS AGREEMENT –Page 2of 10 (BetweenCity of Bremerton and Vet Industrial, Inc.) the Contractor must complete the change order work; however, the Contractor mayelect to protest the adjustment as provided below: A.Procedure and Protest by the Contractor.If the Contractor disagrees with anything required by a work change directive or change order, including any direction, instruction, interpretation, or determination by the City, the Contractor shall: 1.Immediately give a signed written notice of protest to the City; 2.Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a.The date of the Contract’s protest. b.The nature and circumstances that caused the protest. c.The provisions in this agreement that support the protest. d.The estimated dollar cost, if any, of the protested work and how that estimate was determined. e.An analysis of the progress schedule showing the schedule change or disruption if the Contractor is asserting a schedule change or disruption. The Contractor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Contractor’s records needed for evaluating the protest. 3.The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. B.Contractor’s Duty to Complete Protested Work. In spite of any protest, the Contractorshall proceed promptly with the work as the City has ordered. C.Contractor’s Acceptance of Changes. The Contractor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by Contractor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affectedby the change. D.Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Contractor also waives any additional entitlement and accepts from the City any written order (including directions, instructions, interpretations, and determination). E.Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Contractor completely waives any claims for protested work and accepts form the City any written order (including directions, instructions, interpretations, and determination). PUBLIC WORKS AGREEMENT –Page 3of 10 (BetweenCity of Bremerton and Vet Industrial, Inc.) 8.CLAIMS.The Contractor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this agreement or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a timely written claim is made in strict accordance with the applicable provisions of this agreement; or, if (and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Contractor knew, or should have known, ofthe facts giving rise to the claim. At a minimum, a Contractor’s written claim must include the information set forth regarding protests in Section 7.A.2.a.-e. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BEAN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. Contractor must, in any event, file any claim or bring any suit arising from or connected with this agreement within 120 calendardays from the date the contract work is complete. 9.WARRANTY. The Contractor shall correct all defects in workmanship and materials within one year from the date ofthe City’s acceptance of the Contract work. When defects are corrected, the warranty for that portionof the work shall extend for one year form the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of itsreceipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 10.INDEMNIFICATION.Contractor shall defend, indemnify and hold the City, its officer, 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 injuries and damages caused by the City’s sole negligence. The City’s inspection or acceptance of any of Contractor’s work whencompleted shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injuryto persons or damages to property caused by or resulting from the concurrent negligenceof the Contractor and the City, its officials, employees, agents and volunteers, the Contractor’s liability hereunder shall be only to the extent of the Contractor’s negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTESTHE CONTRACTOR’S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSE OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this agreement. 11.INSURANCE. The Contractor shall procure and maintain for the duration of this agreement insurance of the types and in the amounts described below againstclaims for injuries to PUBLIC WORKS AGREEMENT –Page 4of 10 (BetweenCity of Bremerton and Vet Industrial, Inc.) persons or damage to property which may arise from or in connection with the performance of the work by the Contractor, its agents, representative, employees, sub-consultants or sub-contractors. Before beginning work on the projectdescribed in this agreement, the Contractor shall providea Certificate of Insuranceevidencing: A.Automobile Liabilityinsurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and B.Commercial General Liabilityinsurance written onan occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU); and C.Excess Liabilityinsurance with limits not less than $1,000,000 per occurrence and aggregate; and D. Workers Compensationinsurance as statutorily required by the Industrial Insurance Act of the State ofWashington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Contractor. TheCity, its officials, employees, agents and volunteers shall be named as an additional insured on the insurance policy, as respects work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The Contractor’s insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. The Consultant'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 ofany operations, liabilities and obligations to which coverageapplies. It shall be an affirmativeobligation upon Consultant to advise the City’s Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested th to City of Bremerton, attn: Risk Management, 345 6Street, Suite 100, Bremerton, WA98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City reserves the right to receive a certified copy of allthe required insurance policies. 12.MISCELLANEOUS. A.Equal Employment Opportunity Statement.In the hiring of employees for the performance of work under this Agreement, the Contractor, its subcontractors, or any person acting on behalf of Contractorshall not discriminate in any employment practice on the basis of age (40+), sex, PUBLIC WORKS AGREEMENT –Page 5of 10 (BetweenCity of Bremerton and Vet Industrial, Inc.) race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presenceof any physical, mental or sensorydisability. B.ADAStatement.The City of Bremertondoes not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act.Thispolicy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton.Reasonable accommodation for employees or applicants for employment will be provided. C.Compliance with Laws. Contractor shall comply with all federal, state and local laws,rules and regulations throughout every aspect in the performance of this agreement. D.Work Performed at Contractor’s Risk . Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this agreement. All work shall be done at Contractor’s own risk, and Contractor 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. E.Nonwaiverof Breach. The failure of the City to insist upon strict performance of any of the terms and rights contained herein, or to exercise any option herein conferred in one or more instances, shall not be constructed to beawaiver or relinquishment of those terms and rights and they shall remain in full force and effect F.Governing Law. This agreement shall be governed and construed in accordance with the laws of the State of Washington. If any disputearises between the City and Contractor under any of the provisions of this agreement, resolution of that dispute shall be available only through the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington. G.Attorney’s Fees. To the extent not inconsistent with RCW 39.04.240, in any claim or lawsuit for damages arising from the parties’ performance of this agreement, each party shall be responsible for payment of its own legal costs and attorney’s fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City’s right to indemnification under Section 10 of this agreement. H.Written Notice. All communications regardingthis agreement shall be sent to the parties at the addresses listed on the signature page of this agreement, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated on this agreement. I.Assignment. Any assignment of this agreement by the Contractor without the written consent of the City shall be void. J.Modification. No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor. K.Severability. If any one or more sections, sub-sections, or sentences of this agreement areheld to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this agreement and the remainder shall remain in full force and effect. PUBLIC WORKS AGREEMENT –Page 6of 10 (BetweenCity of Bremerton and Vet Industrial, Inc.) L.Entire Agreement. The written provisions and terms of this agreement,together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any mannerthis agreement. This agreement and any attached Exhibits contain the entire agreement between the parties. Should any language in any Exhibit to this agreement conflict with any language contained in this agreement, the terms of this agreementshall prevail. M.Liquidated Damages.Cityand the Contractor recognize that time is of the essence for this Agreement and that the City will suffer financial loss if the work is not completed by August 15, 2022, plus any extensions mutually agreed uponby the Parties as allowed under this Agreement. The Parties also recognize the delays, expense and difficulties involved in proving in a legal proceeding the actual loss suffered by the City if the work is not completed on time.Accordingly, instead of requiring any such proof, Contractor shall pay the City liquidated damages in the amount of $500 per day which will begin accumulating the day after the Substantial Completion date. IN WITNESS WHEREOF, the parties below have executed this agreement. VET INDUSTRIAL, INC.:THE CITY OF BREMERTON Print Name:Ike Holmes______Print Name:GregWheeler Title:PresidentTitle:Mayor DATEDATE Notices to be sent to:Notices to be sent to: VET INDUSTRIAL, INC.:CITY OF BREMERTON: Paula L. SunkelAngela Hoover th 1234 Charleston Beach Rd. Suite B345 6Street, Suite 100 Bremerton, WA 98312Bremerton, WA 98337 (360) 377-2955(360) 473-2348 APPROVED AS TO FORM: Kylie J. Finnell Bremerton City Attorney ATTEST: Angela Hoover,City Clerk PUBLIC WORKS AGREEMENT –Page 7of 10 (BetweenCity of Bremerton and Vet Industrial, Inc.) N/A $95,917.82 Vet Industrial TOTAL $145,951.00$135,432.50 Pape & Sons Construction $12,051.00$11,182.50 SALES TAX Michele FilleyNoreen Bolo OPENED BY:RECORDED BY: $133,900.00$124,250.00 BASE BID + CONTINGENCY SUMMARY 2:05 PM BID TABULATION CITY OF BREMERTON xx BOND TIME OPENED: 1/27/2022 Vet Industrial Northlake Way NW Pressure Reducing Valve Relocation NAME OF BIDDER Pape & Sons Construction BID TITLE:DATE OPENED: ENGINEER ESTIMATE (INC SALES TAX)APPARENT LOW BIDDERSECOND LOW BIDDERTHIRD LOW BIDDER AGENDA BILL CITY OF BREMERTON A10 CITY COUNCIL SUBJECT: Study Session Date: February 9, 2022 Public Works Agreement with Pro-Pipe, Inc. COUNCIL MEETING Date: February 16, 2022 for 2022 Sanitary and Storm Sewer Cleaning Department: PW&U - Engineering and Video Inspection Project Presenter: Bill Davis Phone: (360) 473-2312 SUMMARY: This project will clean, remove protruding laterals and perform video inspection for approximately 10,000 feet of sanitary and storm sewer pipes in preparation for future cure-in-place-pipe (CIPP) lining projects. Two (2) bids were submitted, which were opened on January 25, 2022. The lowest responsive, responsible bidder was Pro-Pipe, Inc., who submitted a bid in the amount of $96,356.56 including sales tax. ATTACHMENTS: 1. Contract; 2. Location Map; and 3. Bid Tabulation FISCAL IMPACTS (Include Budgeted Amount): The budgeted amount in the 2022 Wastewater and Stormwater Capital Budgets for this project was $100,000 from each budget. STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to award the Contract for the 2022 Sanitary and Storm Sewer Cleaning and Video Inspection Project to Pro-Pipe, Inc. in the amount of $96,356.56 (including sales tax); 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 01/02/2018 PUBLIC WORKS AGREEMENT THIS AGREEMENT is entered into between the City of Bremerton, a Washington Municipal Corporation (“City”), and Pro-Pipe, Inc.(“Contractor”), whose mailing address is47 Discovery, Suite 250, Irvine, CA 92618. The parties agree as follows: 1.CONTRACTOR SERVICES.The Contractor shall perform the following services for the Citydescribed in the Bid Documents titled:2022 Sanitary and Storm Sewer Cleaning and Video Inspection. 2.TIME OF COMPLETION.Contractor shall completethe work within 60 calendar days from the date of issuance of the City’s Notice to Proceed. 3.COMPENSATION.The City shall pay the Contractor the total amount of $96,356.56,includingapplicable WashingtonState Sales Tax, for the work and services contemplated in this agreement. The City shall pay the Contractor ninety percent (90%) of the Contract amount upon completion and acceptance of the work by the City, and the remainder upon fulfillment of the conditions listed below and throughout this agreement. A.No Performance Bond. Because this contract including applicable sales tax is $150,000 or less, and pursuant to Chapter 39.08 RCW, the Contractor, in lieu of providing the City a performance bond, haselected to have the Cityretain the final tenpercent (10%) of the Contract amount for a period of thirty(30) days after the date of final acceptance, or until receipt of all necessaryreleases from the State Department of Revenue and the State Department of Labor & Industries and until settlement of any liens filed under Chapter 60.28 RCW, whichever is later. B.Retainage. The City shall hold back a retainage in the amount of ten percent (10%) of any and all payments made to contractor for a period of thirty(30) days after the date of final acceptance, or until receipt of all necessary releases from the State Department of Revenue and the State Department of Labor & Industries and until settlement of any liens filed under Chapter 60.28 RCW, whichever is later. C.Defective or Unauthorized Work.TheCity reserves its right to withhold payment from Contractor for any defective or unauthorized work. Defective or unauthorized work includes, without limitation: work and materials that do not conform to the requirements of this agreement; and extra workand materials furnished without the City’s written approval. If Contractor is unable, for any reason, to satisfactorily complete any portion of the work, the City may complete the work by contract or otherwise, and Contractor shall be liable to the City for any additional costs incurred by PUBLIC WORKS AGREEMENT –Page 1of 10 (between City of Bremerton and Pro-Pipe, Inc.) Rev. 09/2021 the City. “Additional costs” shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Contract price specified above. The City further reserves its right to deduct the cost to complete the Contract work, including any Additional Costs, from any and all amounts due or to become due the Contractor. D.Final Payment: Waiver of Claims . THE MAKING OF FINAL PAYMENT (EXCLUDING WITHHELD RETAINAGE) SHALL PRECLUDE ALL CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY CONTRACTOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. 4.INDEPENDENT CONTRACTOR.Contractor is and shall be at all times acting as an independent contractor and not asanemployee of the City. The Contractor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability insurance compensation, unemployment compensation, and all other payroll deductions for the Contractor, officer, agents, employees and sub-contractors. The Contractor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Contractor's officers, agents, employees and sub- contractors. 5.TERMINATION.The City may terminate this agreement for good cause. “Good cause” shall include, without limitation, any one or more of the following events: A.The Contractor’s refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of the Contract work. B.The Contractor’s failure to complete the work within the time specified in this agreement. C.The Contractor’s failure to make full and prompt payment to sub- contractors or for material or labor. D.The Contractor’s persistent disregard of federal, state or local laws, rules or regulations. E.The Contractor’s filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this agreement for good cause, the Contractor shall not receive any further monies due under this agreement until the Contract work is completed. 6.PREVAILING WAGES.Contractor shall file a “Statement of Intent to Pay Prevailing Wages” with the State of Washington Department of Labor & Industries prior to commencing the Contract work. Contractor shall pay prevailing wages and comply with Chapter PUBLIC WORKS AGREEMENT –Page 2of 10 (between City of Bremerton and Pro-Pipe, Inc.) Rev. 09/2021 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached. 7.CHANGES.The City may issue a written work change directive for any change in the Contract work during the performance of this agreement.If the Contractor determines, for any reason,that a change order is necessary, Contractor must submit a written change order request to the City’s project manager within two (2) business days of the date the Contractor knew or should have known of the facts and events giving rise to the requested change.If the City determines that the change increases or decreases the Contractor’s costs or time for performance, the City will make an equitable adjustment.The City will attempt, in good faith, to reach agreement with the Contractor on all equitable adjustments.However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate.The Contractor shall proceed with the change order work upon receiving a written work change directive or change order fromthe City.If the Contractor fails to require a change order within the time allowed, the Contractor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work.If the Contractor disagrees with the equitable adjustment the Contractor must complete the change order work; however, the Contractor may elect to protest the adjustment as provided below: A.Procedure and Protest by the Contractor.If the Contractor disagrees with anything required by a work change directive or change order, including any direction, instruction, interpretation, or determination by the City, the Contractor shall: 1.Immediately give a signed written notice of protest to the City; 2.Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a.The date of the Contract’s protest. b.The nature and circumstances that caused the protest. c.The provisions in this agreement that support the protest. d.The estimated dollar cost, if any, of the protested work and how that estimate was determined. e.An analysis of the progress schedule showing the schedule change or disruption if the Contractor is asserting a schedule change or disruption. The Contractor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Contractor’s records needed for evaluating the protest. 3.The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, PUBLIC WORKS AGREEMENT –Page 3of 10 (between City of Bremerton and Pro-Pipe, Inc.) Rev. 09/2021 the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. B.Contractor’s Duty to Complete Protested Work. In spite of any protest, the Contractor shall proceed promptly with the work as the City has ordered. C.Contractor’s Acceptance of Changes. The Contractor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by Contractor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. D.Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Contractor also waives any additional entitlement and accepts from the City any written order (including directions, instructions, interpretations, and determination). E.Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Contractor completely waives any claims for protested work and accepts form the City any written order (including directions, instructions, interpretations, and determination). 8.CLAIMS.The Contractor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of time, whether under this agreement or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a timely written claim is made in strict accordance with the applicable provisions of this agreement; or, if (and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Contractor knew, or should have known, of the facts giving rise to the claim. At a minimum, a Contractor’s written claim must include the information set forth regarding protests in Section 7.A.2.a.-e. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. Contractor must, in any event, file any claim or bring any suit arising from or connected with this agreement within 120 calendar days from the date the contract work is complete. 9.WARRANTY. The Contractor shall correct all defects in workmanship and materials within one year from the dateofthe City’s acceptance of the Contract work. When PUBLIC WORKS AGREEMENT –Page 4of 10 (between City of Bremerton and Pro-Pipe, Inc.) Rev. 09/2021 defects are corrected, the warranty for that portion of the work shall extend for one year form the date such correction is completed and accepted by the City. The Contractor shall begin to correct anydefects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 10.INDEMNIFICATION.Contractor shall defend, indemnify and hold the City, its officer, 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 injuries and damages caused by the City’s sole negligence. The City’s inspection or acceptance of any of Contractor’s work whencompleted shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injuryto persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officials, employees, agents and volunteers, the Contractor’s liability hereunder shall be only to the extent of the Contractor’s negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE CONTRACTOR’S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSE OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this agreement. 11.INSURANCE. The Contractor shall procure and maintain for the duration of this agreement insurance of the types and in the amounts described below against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the Contractor, its agents, representative, employees, sub-consultants or sub- contractors. Before beginning work on the project described in this agreement, the Contractor shall provide a Certificate of Insuranceevidencing: A.Automobile Liabilityinsurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and B.Commercial General Liabilityinsurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence PUBLIC WORKS AGREEMENT –Page 5of 10 (between City of Bremerton and Pro-Pipe, Inc.) Rev. 09/2021 and $2,000,000 general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU); and C.Excess Liabilityinsurance with limits not less than $1,000,000 per occurrence and aggregate; and B.Workers Compensationinsurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Contractor. The City, its officials, employees, agents and volunteers shall be named as an additional insured on the insurance policy, as respects work performed byor on behalf of the Contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The Contractor’s insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. The Consultant'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. It shall be an affirmative obligation upon Consultant to advise the City’s Risk Manager by fax at (360) 473-5161, or by th certified mail, return receipt requested to City of Bremerton, attn: Risk Management, 345 6 Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City reserves the right to receive a certified copy of all the required insurance policies. 12.MISCELLANEOUS. A.Equal Employment Opportunity Statement.In the hiring of employees for the performance of work under this Agreement, the Contractor, its subcontractors, or any person acting on behalf of Contractorshall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presenceof any physical, mental or sensory disability. B.ADA Statement.The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act.This policy extends to PUBLIC WORKS AGREEMENT –Page 6of 10 (between City of Bremerton and Pro-Pipe, Inc.) Rev. 09/2021 both employment and admission to participation in the programs, services and activities of the City of Bremerton.Reasonable accommodation for employees or applicants for employment will be provided. C.Compliance with Laws. Contractor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this agreement. D.Work Performed at Contractor’s Risk. Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this agreement. All work shall be done at Contractor’s own risk, and Contractor shall beresponsible for any loss of or damage to materials,tools, or other articles used or held for use in connection with the work. E.Nonwaiver of Breach. The failure of the City to insist upon strict performance of any of the terms and rights contained herein, or to exercise any option herein conferred in one or more instances, shall not be constructed to be a waiver or relinquishment of those terms and rights and they shall remain in full force and effect F.Governing Law. This agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Contractor under any of the provisions of this agreement, resolution of that dispute shall be available only through the jurisdiction, venueand rules of the Kitsap County Superior Court, Kitsap County, Washington. G.Attorney’s Fees. To the extent not inconsistent with RCW 39.04.240, in any claim or lawsuit for damages arising from the parties’ performance of this agreement, each party shall be responsible for payment of its own legal costs and attorney’s fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City’s right to indemnification under Section 10 of this agreement. H.Written Notice. All communications regarding this agreement shall be sent to the parties at the addresses listed on the signature page of this agreement, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated on this agreement. I.Assignment. Any assignment of this agreement by the Contractor without the written consent of the City shall be void. J.Modification. No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor. K.Severability. If any one or more sections, sub-sections, or sentences of this agreement are held to be unconstitutional or invalid, that decision shall not affect the validity PUBLIC WORKS AGREEMENT –Page 7of 10 (between City of Bremerton and Pro-Pipe, Inc.) Rev. 09/2021 of the remaining portion of this agreement and the remainder shall remain in full force and effect. L.Entire Agreement. The written provisions and terms of this agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any mannerthis agreement. This agreement and any attached Exhibits contain the entire agreement between the parties. Should any language in any Exhibit to this agreement conflict with any language contained in this agreement, the terms of this agreement shall prevail. IN WITNESS WHEREOF, the parties below have executed this agreement. PRO-PIPE, INC.THE CITY OF BREMERTON Print Name:Print Name:Greg Wheeler Title:Title:Mayor DATEDATE Notices to be sent to:Notices to be sent to: PRO-PIPE, INC.:CITY OF BREMERTON: Rusty JohnsonMichele Filley th 10650 SW Manhasset Dr345 6Street, Suite 100 Tualatin,OR97062Bremerton, WA 98337 (503) 345-7575(360)473-2349 APPROVED AS TO FORM: Kylie J. Finnell Bremerton City Attorney ATTEST: Angela Hoover,City Clerk R:\\Legal\\Legal\\Forms\\FORMS ON COBWEB\\Public Works Agreement (short form) Rev. 09 2021.doc PUBLIC WORKS AGREEMENT –Page 8of 10 (between City of Bremerton and Pro-Pipe, Inc.) Rev. 09/2021 WARREN AVE PERRY AVE FIR AVE SCHLEY BLVD WARREN AVE $160,914.52 Pro-Pipe, Inc. TOTAL $96,356.56 $179,251.59 $7,956.05 $14,800.59 SALES TAX Michele FilleyNoreen Bolo New Restoration and Recovery Services, LLC d.b.a Aqualis OPENED BY:RECORDED BY: $88,400.51 $164,451.00 BASE BID + CONTINGENCY SUMMARY 2:05 PM BID TABULATION CITY OF BREMERTON XX BOND TIME OPENED: 1/25/2022 2022 Sanitary and Storm Sewer Cleaning & Video Inspection NAME OF BIDDER BID TITLE:DATE OPENED: New Restoration and Recovery Services, LLC d.b.a AqualisPro-Pipe, Inc.ENGINEER ESTIMATE (INC SALES TAX)APPARENT LOW BIDDERSECOND LOW BIDDER N/A THIRD LOW BIDDER AGENDA BILL CITY OF BREMERTON A11 CITY COUNCIL SUBJECT: Study Session Date: February 9,2022 Master Services Agreement with Wave COUNCIL MEETING Date: February 16, 2022 Business Solutions, LLC Contract with Department: PWU-WWTP WAVE BUSINESS SOLUTIONS, LLC for Presenter: Eric B / Hans N Wastewater Treatment Plant (WWTP) Dark Phone: (360) 473-5477 Fiber and SCADA Upgrade Project SUMMARY: SCADA communication between the Eastside Wastewater Treatment Plant (WWTP) and wastewater pump stations is problematic and prone to failure due both to the variety of third-party communications lines in use, and also due to outdated SCADA communications hardware. To address the communication line issue, staff negotiated with Wave Cable to install major pump stations at no cost. Use of this dark fiber cable will standardize communications and significantly improve reliability. Wave cable was selected since they are the only vendor currently installing dark fiber for customers. The Master Services Agreement identifies the terms and conditions for service purchased from Wave Business Solutions, and the Order for Dark Fiber Services identifies the specific locations of cable to be installed along with the monthly cost for service. ATTACHMENTS: 1) City of Bremerton - Master Services Agreement - 12-03-2021.docx 2) City of Bremerton - Order for Dark Fiber Services - 12-03-2021.docx FISCAL IMPACTS (Include Budgeted Amount): New charges are $8,580.00 plus tax to replace existing average charges of $7,672. The net increase in cost is $908 + taxes per month. No budget adjustment is required. STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Dark Fiber Services Order and the Master Services Agreement with Wave Business Solutions, LLC; and authorize the Mayor to finalize and execute the agreements with substantially the same terms and conditions as presented. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 11/09/2021 MASTERSERVICESAGREEMENT FOR ENTERPRISE SERVICESGOVERNMENTAL CUSTOMER ThisMasterServicesAgreement for Enterprise ServicesGovernmental Customer(this MSA)isentered into as of this rd 3day of December, 2021(the EffectiveDate), byandbetweenWAVEBUSINESSSOLUTIONS,LLC, a Washington limited liability company, on behalf of itself and its Affiliates(collectively, Provider),and the CITY OF BREMERTON Customer Affiliate intermediaries, controls, or is controlled by, or is under common control with, the first person or any of its subsidiaries. Each of P PartyParties ARTICLE 1 STRUCTURE OF AGREEMENT 1.1Purpose of MSA. Providerandits Affiliates providevariousfacilities-basedtelecommunications services, including Ethernet transport, dedicated internet access, phone over fiber, dark fiber, andrelatedservice Services ThisMSAisneitheranagreementtopurchasenora commitmenttoprovide Services. The purpose of this MSA is to provide the general terms, conditions and framework within which Customer and its Affiliates may from time to time purchase Services from Service Orders 1.2 below. 1.2Service Orders. The purchase of Services shall be accomplished only through the negotiation and mutual execution and delivery of a Service Order memorializing the terms and conditions pursuant to which Provider shall provide the desired Services to Customer. Service Orders shall clearly specify the following: (i)the type of Service at issue (e.g., Internet access, data transport, VoIP, dark fiber, etc.); (ii)Service Site the initial term of the Initial Service Term the pricing for the Service, including (a)MRC the Service, and (b)any non-NRC any other terms or conditions specific to the particular Service Order. Each fully-executed Service Order shall be governed by and becomepartofthis MSA,and thisMSAtogether withallfully-executed Service Ordersshall be collectivelyreferredtoasthe Agreement. on the location of the Service Site, in some instances Services may be provided by an Affiliate of Provider. 1.3Additional Documents Comprising Agreement; Order of Precedence. If one or more Service Level Agreements are attached to this SLA AUP is posted on Provite at http://wavebusiness.com/commercial-AUP. Additional provisions that are applicable only to sp-Specific Terms and Conditions Service-Specific T&Cs e athttp://wavebusiness.com/serviceterms. In the event of a conflict between the provisions of any of the foregoing documents, the documents shall have the following order of precedence unless expressly stated otherwise in a particular Service Order: (i)this MSA(including the SLA); (ii)the applicable Service Order; (iii)the AUP; and (iv)the Service-Specific T&Cs. ARTICLE 2 TERM AND RENEWAL 2.1Term of MSA MSA Term th expiring on the date that is one day prior to the fifth (5) anniversary of the Effective Date. Notwithstanding the foregoing, so long as any one or more Service Orders entered into pursuant to this MSA remain in effect, this MSA shall not terminate with respect to said Service Orders but shall continue to govern same until the expiration or termination of said Service Orders. 2.2Term of Service Orders. The Initial Service Term of each Service Order shall be as specified in the Service Order. Upon expiration of the Initial Service Term of a Service Order, unless either Party terminates the Service Order by giving written notice of termination to the other Party not less than thirty (30) days prior to the end of the Initial Service Term, the Service Order will Renewal Term During any Renewal Term for a Service Order, either Party may terminate the Service Order at the end of the then-current Renewal Term by giving written notice of termination to the other Party not less than thirty (30) days prior to the end of the then-current Renewal Term. The total period Service Term MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICESGOVERNMENTAL CUSTOMERpg.1 Wave Business Solutions, LLC / City of Bremerton12/03/2021 ARTICLE 3 INSTALLATION, TESTING, ACCEPTANCE AND USE 3.1Service Site; Demarcation Points; Equipment. Unless a Service Site is withi Provider with access to the Service Site as and to the extent reasonably necessary for Provider to install, test, inspect andmaintain the Service(s) ordered during the Service Term. Unless otherwise stated in a Service Order: (i)Provider shall be solely responsible Provider Equipment Demarcation Point(s) (ii)Customer shall be solely responsible for the provision, operation and maintenance of all equipment and facilities (the Customer Equipment control, Customer shall be responsible for maintaining appropriate conditions at the Service Site, including HVAC, electrical power, and security. Title to the Provider Equipment shall at all times remain vested in Provider. Customer shall not re-arrange, disconnect, tamper with, attempt to repair, or otherwise interfere with the Provider Equipment, nor shall Customer permit any third party to do so. 3.2Testing, Acceptance and Service Commencement Date. Provider shall use commercially reasonable efforts to install the informed regarding installation progress. Provider shall notify Customer when a Service has been installed and is ready for testing committed bandwidth, the committed information rate shall be measured at the Ethernet layer and includes the Ethernet frame itself. The Initial Service Term for the Service at issue shall commence on the date on which the Service has been installed, tested and is active and available for use by Service Commencement Date after the Service Commencement Date in which Customer may notify Provider that the Service at issue is not functioning properly. If Customer notifies Provider of problems with a Service pursuant to this Section3.2, Provider shall investigate and correct same and the Service Commencement Date shall be revised to be the first calendar day after the date on which Provider has corrected the problems. Unless Customer delivers notification of problems to Provider within the time period set forth above, Customer shall be deemed to have accepted the Service at issue and to have confirmed that the Service has been installed and is functioning properly as of the Service Commencement Date. 3.3No Sub-Licensing; Non-Compete. Any Services provided to Customer pursuant to the Agreement are for the sole benefit of Customer. Customer shall not grant to any third party the right to use any of the Services, regardless of whether such grant were to take the form of a license, sublicense, lease, sublease, or any other form. Nor shall Customer use the Services for s services, point-to- ARTICLE4 PAYMENT AND BILLING 4.1Invoicing. All amounts owed by Customer to Provider under the Agreement shall be collectively r Fees Provider shall begin billing Customer for the MRC applicable to a Service as of the Service Commencement Date. Invoices shall be delivered monthly, and shall be paid by Customer within thirty (30) days of receipt. FixedFeesshall bebilledinadvanceand usage-basedFeesshall bebilledinarrears. Fixed fees for any partial month shall be pro-rated. For Services having an NRC, unless otherwise stated in the Service Order, Provider shall invoice Customer for the NRC upon full-execution of the Service Order. Except for amounts disputed in good faith by Customer pursuant to Section4.2 below, past due amounts shall bear interest in the amount of 1.5% per month, or the highest amount allowed by law, whichever is lower. 4.2Disputed Invoices. If Customer in good faith disputes any portion of aProvider invoice, Customer shall pay the undisputed portion of the invoice and submit written notice to Provider regarding the disputed amount, which notice shall include Fee DisputeNotice submitted to Provider within thirty(30) days from the date the invoice at issue is received by Customer. Customer waives the right to dispute any Fees not disputed within such thirty(30) day period. The Parties shall negotiate in good faith to attempt to resolve lved within that time period shall be resolved by the mediation and arbitration procedures set forth in Sections11.2 and 11.3 below. 4.3Applicable Taxes. All charges for Services set forth in Service Orders are exclusive of Applicable Taxes (as defined below).t income or taxes for which Customer possesses a valid exemption certificate, MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICESGOVERNMENTAL CUSTOMERpg.2 Wave Business Solutions, LLC / City of Bremerton12/03/2021 Customer shall be responsible for payment of all applicable taxes and regulatory fees, however designated, that arise in any jurisdiction, including, without limitation, value added, consumption, sales, use, gross receipts, excise, access, bypass, or other taxes, fees, assessments, duties, charges or surcharges, that are imposed on, incident to, or based upon the provision, sale,or use Applicable Taxes The Applicable Taxes will be individually identified on invoices.If Customer is entitled to an exemption from any Applicable Taxes, Customer is responsible for presenting Provider with a valid exemption certificate (in a form reasonably acceptable to Provider).Provider will give prospective effect to any valid exemption certificate provided in accordance with the preceding sentence. ARTICLE5 DEFAULT AND REMEDIES 5.1Customer Default. Each of the following shall constitute a default by Customer under the Agreement (each a separate Default if Customer fails to pay any undisputed Fees when due, the failure of Customer to cure same within ten (10) days after receiving written notice from Provider regarding such failure to pay; (ii)if Customer fails to comply with any other material provision of the Agreement, the failure of Customer to cure same within thirty (30) days of receiving written noticefrom Provider regarding such non-compliance; or (iii)if Customer files or initiates proceedings, or has proceedings initiated against it, seeking liquidation, reorganization or other relief (such as the appointment of a trustee, receiver, liquidator, custodian orother such official) under any bankruptcy, insolvency or other similarlaw, and the same is not dismissed within sixty (60) days. 5.2Remedies for Customer Default. In the event of a Default by Customer under the Agreement, Provider may, at its option: (i)suspendanyapplicableServicesuntilsuchtimeas theCustomerDefaulthas beencorrected(provided, however, thatany suspensionshallnotrelieveCustomon-going obligationtopayProviderallFeesandotheramountsdueundertheAgreement asifsuchsuspensionofServiceshad nottakenplace); (ii)terminate the applicable Service(s) and/or the applicable Service Order(s); (iii)aftertheoccurrenceofanytwoCustomerDefaultsin anytwelve (12)monthperiod,terminate all Service Orders entered into with Customer;and/or (iv)pursue any other remedy available to Provider under the Agreement or applicable law. In the event of early termination for Customer Default pursuant to this Section5.2, Customer shall pay to Provider the Termination Charge described in Section6.3 below. 5.3Provider Default. Each of the following shall constitute a Default by Provider under the Agreement: (i)if Provider fails to comply with any material provision of the Agreement other than provisions of the SLA, the failure by Provider to cure same within thirty (30) days of receiving written notice from Customer regarding such non-compliance; or (ii)Provider files or initiates proceedings, or has proceedings initiated against it, seeking liquidation, reorganization or other relief (such as the appointment of a trustee, receiver, liquidator, custodian or other such official) under any bankruptcy, insolvency or other similar law, and the same is not dismissed within sixty(60) days. 5.4Remedies for Provider Default. In the event of a Default by Provider under the Agreement Customer may, at its option: (i)terminate the applicable Service(s) and/or the applicable Service Order(s); and/or (ii)pursue any other remedy available to Customer under the Agreement or applicable law. Early termination by Customer shall be accomplished by providing termination notice to and to the notice address specified in Article13 below. In the event of early termination for Provider Default pursuant to this Section5.4, Provider shall reimburseCustomer forany pre-paid, unused monthly service Fees attributable tothe terminatedService(s)and/or Service Order(s), and Customer shall have no further liability to Provider for the terminated Service(s) and/or Service Order(s). Early termination by Customer pursuantto this Section 5.4 shall not relieve Customer of its obligations to pay all Fees incurred prior to the early termination date. ARTICLE6 EARLY TERMINATION & PORTABILITY 6.1Early Termination for Non-Appropriation. Customer is a public entity subject to legislative appropriation requirements. As a general matter, Customer cannot legally be obligated to make payments for Services that are provided after the end of the fiscal period in which Customer executes a particular Service Order. In the event that, for any future fiscal period, sufficient funds are not appropriated or allocated for payment of any one or more Service Orders, Customer may terminate the Service Order at issue as a matter of public convenience as provided herein without incurring a Termination Charge or any other early termination fee. If and when Customer becomes aware that non-allocation of funds for the coming fiscal period appears likely, Customer shall use reasonable efforts to notify Provider of that possibility prior to the endof the then-current fiscal period. Once the non- appropriation decision has been made, Customer shall, as soon as reasonably practicable, deliver written notice of termination for non-appropriation to Provider specifying which Service or Services and/or which Service Order or Service Orders are being MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICESGOVERNMENTAL CUSTOMERpg.3 Wave Business Solutions, LLC / City of Bremerton12/03/2021 terminated for non-appropriation and the date on which such early termination shall occur. Customer shall remain obligated to pay for all Services delivered through the date of termination. 6.2Early Termination for Customer Convenience. Customermay, at any time after executing a Service Order,discontinue one or more oftheServices orderedand/orterminatethe Service Orderby giving at leastthirty (30)daysadvance written noticetoaccount managerand to the notice address specified in Article13 below. Any early termination of a Service pursuant to this Section Termination for Customer Convenience Customer Convenience,Customer shall pay to Provider the Termination Charge described in Section6.4 below. 6.3Early Termination for Default. In accordance with Article5 above, either Party may elect to terminate this MSA and/or one or more Service Orders prior to the scheduled Expiration Date in the event of an uncured Default by the other Party. 6.4Termination Charge. IntheeventofTerminationfor CustomerConvenience pursuant to Section6.2 above,or terminationforCustomerDefault pursuant to Section5.2 above,CustomershallpayaTerminationChargetoProvider. The TerminationCharge shallequalthesumof the following: (i)allunpaidamountsforServicesactually providedprior to the termination date;(ii)any portion of the NRC for the terminatedService(s) that has not yet been paid to Provider;(iii)with respect to off-net Services only, any documented cancellation or termination charges or fees imposed on Provider by any third party in connection with the early termination of the Services;and(iv)one hundred percent (100%)ofallremainingMRCsCustomer was to pay Provider fortheService during the remainderoftheapplicable ServiceTerm. If incurred, the Termination Charge will be due and payable by Customer within thirty (30) days after the termination date of the Service at issue. Customeracknowledges thatthecalculationoftheTerminationCharge is a genuine estimateofProviderctualdamagesandis not apenalty. 6.5Portability; Substitution of Services. AtanytimeduringtheService Term of a Service Order,Customermayelectto substitutenewServicesfor then-existingServices. In such event, ProviderwillwaivetheTerminationChargeassociatedwith theterminationofthethen-existing Services as long as: (i)theFeespayabletoProviderinconnectionwiththesubstitute Servicesareequaltoorgreater thantheFeesofthediscontinuedServices;(ii)CustomercommitstoretainthesubstituteServices fora period equal to or greater than theremainderof theServiceTermforthediscontinuedServices;(iii)Customerpaysall applicableinstallationandotherNRCs,ifany,forprovisionofthesubstituteServices;and(iv)CustomerreimbursesProvider forallreasonableand documentedengineering, installationandconstructioncostsassociatedwiththediscontinuedServices, calculatedonatimeand materials basis,that havenot already beenrecoveredby Provider bythetimeof the substitution. ARTICLE7 CONFIDENTIAL INFORMATION 7.1Definition of Confidential Information Confidential Information regarding the telecommunications needs of Customer and the Services that Provider offers under the Agreement which is disclosed Disclosing PartyReceiving Party as confidential or proprietary or would be reasonably deemed confidential or proprietary given the circumstances surrounding its disclosure. All written ororal pricing and contract proposals, as well as network maps or diagramsexchanged between the Parties shall be deemed Confidential Information, whether or not so designated. The fact that Customer is a customer of Provider shall not be deemed Confidential Information and may be freely disclosed by either Party. Information shall not be deemed Confidential Information if (i)it is independently developed by or for the Receiving Party, (ii)it is lawfully received by the Receiving Party free of any obligation to keep it confidential, (iii)it becomes generally available to the public other than by breach of the Agreement, or (iv) 7.2Obligations Regarding Confidential Information. Confidential Information is the property of the Disclosing Party and shall be returned to the Disclosing Party upon request. The Receiving Party shall hold all Confidential Information in confidence. The Receiving Party: (i)shall use such Confidential Information only for the purposes of performing its obligations and/or enforcing its rights under the Agreement; (ii)shall reproduce such Confidential Information only to the extent necessary for such purposes; (iii)shall restrict disclosure of such Confidential Information to employees,contractors, advisors or consultantsthat have a need to know for such purposes (with disclosure to contractors, advisors and consultantsbeing limited to contractors, advisors and consultantsthat have signed a non-disclosure agreement to protect the Confidential Information of third parties); (iv)shall not disclose Confidential Information to any third party without prior written approval of the Disclosing Party except as expressly provided in the Agreement or as required by law, by court order, by administrative order of an agency having jurisdiction, or in the MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICESGOVERNMENTAL CUSTOMERpg.4 Wave Business Solutions, LLC / City of Bremerton12/03/2021 enforcement of its rights under the Agreement; and (v)shall use at least the same degree of care (in no event less than reasonable care) as it uses with regard to its own proprietary or confidential information to prevent the disclosure, unauthorized use or publication of Confidential Information. In the event a Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to law, court order or administrative order of an agency having jurisdiction, the Receiving Party will, if such notice is permitted by law, notify the Disclosing Party of the required disclosure with sufficient time for the Disclosing Party toseek judicial relief from the required disclosure, and reasonably cooperate with the Disclosing Party in any efforts the Disclosing Party may take to obtain protective measures in respect to the required disclosure. The Parties agree that breachofthisArticle7 maycauseirreparableinjuryforwhichmonetarydamagesarenotanadequate remedy; accordingly,eachPartymayseek injunctivereliefandanyotheravailableequitableremediestoenforcethe provisionsofthisArticle7. 7.3Public Records Act. Notwithstanding anything to the contrary contained elsewhere in this Article7, the Parties understand and acknowledge that Customer is a governmental entity, and that Washington law limits the ability of Customer to shield from public disclosure any information given to Customer. Accordingly, the Parties agree to work together to avoid disclosures to Customer by Provider of confidential information which would result in economic loss or damage to Provider if such information were to be disclosed to third persons by Customer pursuant to a request submitted under the Public Records Act, chapter 42.56 RCW, or other similar public disclosure law. In the event that Customer receives a request pursuant to the Public Records Act (or other similar law) to disc obligations to Provider shall be: (i) to promptly notify Provider; and (ii) to refrain from disclosing such records for a period of up to ten (10) business days to allow Provider an opportunity to seek legal protection against disclosure from a court of competent jurisdiction. Customer will not be required to withhold requested records beyond the ten (10) business days unless it may doso based on good faith reliance upon an exception to disclosure under the Public Records Act, or unless Customer is ordered to withhold disclosure by the order of a court having competent jurisdiction. Customer may, but shall not be required, to join in any legal proceedings relating to the requested disclosure unless required to do so by the court. In the event that Provider initiates ll indemnify and hold Customer ha Customer shall not be liable to Provider for any loss, cost or expense relating to the disclosure of requested records if Provider fails to obtain legal protection against disclosure and Customer releases the records in good faith. ARTICLE8 LIMITATION OF LIABILITY 8.1General Limitations. Provider shall not be liable for any loss or damage occasioned by a Force Majeure Event. Except as ms arising under the Agreement, whether based in contract, tort, warranty or otherwise shall be limited to the lesser of: (i)the actual direct damages sustained by Customer; or (ii)an amount equivalent to the total MRC received by Provider from Customer for the Service(s)at issue during the preceding twelve (12) month period. 8.2Service Level Agreement. Should Provider fail, on any one or more occasions, to deliver any one or more Services to Customer in accordance with all of the terms and conditions contained in th for such failure shall be as set forth in the SLA. No such failure shall be considered a Default by Provider under the Agreement. 8.3No Special Damages. EXCEPT FOR (i)7 ABOVE, (ii)EACH -PARTY INDEMNIFICATION OBLIGATIONS UNDER ARTICLE9 BELOW,AND (iii) INTENTIONAL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR INCURRED IN CONNECTION OF EXAMPLE AND NOT BY WAY OF LIMITATION, LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA OR COST OF PURCHASING REPLACEMENT SERVICES, EVEN IF THE OTHER PARTY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH SPECIAL DAMAGES. 8.4Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, EITHER IN FACT OR BY OPERATION OF LAW, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, FITNESS FOR A PARTICULARPURPOSE OR USE OF ANY SERVICES MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICESGOVERNMENTAL CUSTOMERpg.5 Wave Business Solutions, LLC / City of Bremerton12/03/2021 PROVIDED PURSUANT TO THIS AGREEMENT. 8.5Assumption of Risk. PROVIDERHASNOCONTROLOVERANDEXPRESSLYDISCLAIMS ANYLIABILITY OR RESPONSIBILITY WHATSOEVERFOR THECONTENT OFANYINFORMATIONTRANSMITTED ORRECEIVED BY CUSTOMER THROUGHTHESERVICES, SERVICEINTERRUPTIONSATTRIBUTABLETOCUSTOMERNETWORK,ANYCUSTOMER EQUIPMENTFAILURES,ORANYOTHER SUCHCAUSES,ANDCUSTOMERUSESTHE SERVICESATOWNRISK. CUSTOMERSHALLBERESPONSIBLEFORTHE SECURITY,CONFIDENTIALITY AND INTEGRITY OF INFORMATIONCUSTOMER TRANSMITSORRECEIVESUSINGANY SERVICES. 8.6Disclaimer Regarding HIPAA Compliance. If and to the extent Customer is a covered entity under the Health Insurance HIPAA HIPAA pursuant to the conduit exception. However, if and to the extent the Services provided pursuant to any Service Order would pect to the Services are not HIPAA complaint. Provider will not execute a business associate agreement under HIPAA. ARTICLE9 INDEMNIFICATION FOR THIRD PARTY CLAIMS 9.1Indemnification by Customer. Customer shall indemnify, defend and hold Provider and its members, managers, officers, agents and employees(collectively, the ProviderIndemnifiedParties)harmless from and against any and all claims, lawsuits or damages asserted against the Provider Indemnified Parties by any third-party to the extent the same arise out of or are due to: (i)hts or performing its obligations under the Agreement; (ii)Customersnoncompliancewithor Default underthe Agreement; and/or(iii)Customfailuretocomplywithapplicable law in connection with its performance under the Agreement. 9.2Indemnification by Provider. Provider shall indemnify, defend and hold Customer and its members, managers, officers, Customer Indemnified Parties") harmless from and against any and all claims, lawsuits or damages asserted against the Customer Indemnified Parties by any third-party to the extent the same arise out of or are due to: (i)rights and performing its obligations under the Agreement; (ii) connection with its performance under the Agreement. 9.3Indemnification Procedures for Third-Party Claims. Should any third-party claim arise under this Article9, the indemnified Party shall promptly notify the indemnifying Party of same in writing, and shall take such action as may be necessary to avoid default or other adverse consequences in connection with such claim. The indemnifying Party shall have the right to select counsel and to control the defense and settlement of such claim; provided, however, that the indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in handling the claim, and provided further, that the indemnifying party shall not take any action in defense or settlement of the claim that would negatively impact the indemnified Party without the consent of the indemnified Party. The indemnified Party shall reasonably cooperate with the indemnifying Party in the defense of the third-party claim, including making its files and personnel reasonably available to the indemnifying Party, all at the cost and expense of the indemnifying Party. ARTICLE10 FORCE MAJEURE EVENTS obligations under Article4) due to caus flood, earthquake, ice storms, wind storms, or other sever weather events, explosion, vandalism, cable cut, terrorist acts, insurrection, riots or other civil unrest, national or regional emergency, unavailability of rights-of-way, failure to timely act, inability to obtain equipment, material or other supplies due to strike, lockout or work stoppage, or any law, order, regulation, directio Force Majeure Event any Force Majeure Event causes an increase in the time required for performance of any of its duties or obligations, the affected Party shall be entitled to an equitable extension of time for completion. Ifthe delay in performance caused by the Force Majeure Event exceeds thirty(30)days,eitherPartymayterminate the Agreementor the applicable Service Order(s)immediatelyon writtennoticeto the other Party, without incurringany liabilityin connection with such termination. MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICESGOVERNMENTAL CUSTOMERpg.6 Wave Business Solutions, LLC / City of Bremerton12/03/2021 ARTICLE11 DISPUTE RESOLUTION 11.1Good Faith Negotiations. Except for actions seeking a temporary restraining order or injunction, in the eventany Dispute arises between the Parties in connection with this Agreement, the Parties shall use good faith efforts to resolve the Dispute through negotiation. In the event of aDispute, either Party may give the Dispute Notice within sixty (60) days of the date on which the Dispute Notice is delivered. All discussions occurring and documents exchanged during negotiations under this Section are confidential and inadmissible for any purpose in any legal proceeding involving the Parties; provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation process. If the Parties do not resolve the Dispute within the sixty (60) day period, either of the Parties may pursue any remedy available to it under this Agreement, at law or in equity. 11.2Governing Law. This Agreement and all matters arising out of this Agreement shall be governed by the laws of the State of Washington. Any judicial action arising in connection with this Agreement shall be in the Superior Court of the State of Washington in and for King County, or in the Federal District Court for the Western District of Washington, as applicable. ARTICLE12 ASSIGNMENT AND ASSUMPTION Except as otherwise provided in this Article12, neither Party shallassign,delegateorotherwisetransferthe Agreement oritsobligations under the Agreement,inwholeorinpart, without the priorwritten consent of the other Party. Notwithstanding the foregoingassign its interest in and to the Agreement to: (i)any entity acquiring such Party, whether by merger or through purchase of substantially all the assets of such Party; (ii)a lender as an asset securing indebtedness; or (iii)an Affiliate of such party; provided, that in the event of a transfer to an Affiliate, the transferring Party shall continue to remain liable for the obligations under the Agreement. ARTICLE13 NOTICES Unless otherwise provided elsewhere in the Agreement, anynoticetobegiventoeitherPartyundertheAgreementwill beinwritinganddirected to the addresses set forth below. Notices will be deemedreceived(i)thenextbusiness day,when sentbyreliable,commercialovernightcourier; (ii)three(3) business daysafterbeingsentbycertifiedmail,postageprepaid andreturnreceipt requested;(iii)whenactually received,ifsentbyemailduringthebusinesshoursof9:00a.m.to5:00p.m. (recipientime). Notices received after5:00 p.m.(recipients time) willbe effectivethe next businessday. If to Provider:If to Customer: Wave Business Solutions, LLCCity of Bremerton 3700 Monte Villa Parkway1600 Oyster Bay Avenue S. Bothell, WA 98021Bremerton, WA 98312 ATTN: Business Solutions With a Copy to:With a Copy to: Wave Business Solutions, LLC 650 College Road East, Suite3100 Princeton, NJ 08540 ATTN: Legal Department EitherPartymaychangeitsnoticeaddressbygivingnoticetotheotherPartyinaccordancewith this Article. ARTICLE14 REPRESENTATIONS AND COVENANTS Each Partyrepresentsand covenants tothe other as follows: (i) the executionanddeliveryoftheAgreementandthe performanceofitsobligationshereunderhavebeenduly authorized;(ii)theAgreementisa validandlegalagreementbinding onsuchpartiesandenforceable inaccordance with itsterms; (iii)tothebestofitsknowledgeandbelief,itisinmaterialcompliance withalllaws,rulesandregulationsandcourtand governmentalorders relatedtotheoperationof its business; and (iv)itshall complywithallapplicablelawsandregulationswhenexercising its rights and performing its obligations undertheAgreement. MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICESGOVERNMENTAL CUSTOMERpg.7 Wave Business Solutions, LLC / City of Bremerton12/03/2021 ARTICLE15 MISCELLANEOUS 15.1Entire Agreement; Interpretation. The Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes any and all prior oral or written agreements between the Parties regarding the subject matter contained herein. TheAgreementmay onlybemodifiedorsupplemented by aninstrumentexecutedbyanauthorized representativeof eachParty. The Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the Parties, and the language in all parts of the Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either of the Parties. If any provision of the Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be found invalid or unenforceable, theremainder of the Agreement and the application of that provision to other persons or circumstances shall not be affected thereby, but shall instead continue in full force and effect. 15.2No Waiver. NofailurebyeitherPartytoenforceanyrightshereunderwillconstituteawaiverofsuchrights. Nor shall a waiver by either Party of any particular breach or default constitute a waiver of any other breach or default or any similar future breach or default. ProvidacceptanceofanypaymentundertheAgreementwillnotconstituteanaccordoranyother formof acknowledgementorsatisfactionthattheamountpaidisinfactthecorrectamount,andacceptanceofapaymentwill notreleaseanyclaimbyProviderforadditionalamountsduefromCustomer. 15.3. IfanyproceedingisbroughtbyaPartytoenforceorinterpretanytermorprovisionofthe Agreement, thesubstantiallyprevailingPartyinsuchproceedingwillbeentitledtorecover,inadditiontoallotherrelief as setforth inthe Agreement, that Parreasonableattorneyandexpfees andexpenses. 15.4Relationship; No Third Party Beneficiaries. TheAgreementisacommercialcontractbetweenProviderandCustomer andtherelationship betweenthePartiesisthatofindependentcontractors. NothingintheAgreementcreatesanypartnership, principal-agent,employer-employeeorjointventurerelationshipbetweenthePartiesoranyoftheirAffiliates,agentsor employees for any purpose. The Agreement is for the sole benefit of Provider and Customer and is not intended to confer any rights on any other person; there are no third party beneficiaries of the Agreement. 15.5Exhibits. The following Exhibits, which are attached to this MSA, are incorporated herein and by this reference made a part of this MSA: EXHIBITA-Service Level Agreement for Lit Fiber Services EXHIBITB-Service Level Agreement for Dark Fiber & Wavelength Services 15.6Computation of Time. Except where expressly provided to the g time periods specified in the Agreement. If the final date of any period of time set out in any provision of the Agreement falls upon a Saturday or a Sunday or a legal holiday, then in such event, the time of such period shall be extended to the next day thatis not a Saturday, Sunday or legal holiday. As used in the Agreeme Sunday or a legal holiday. 15.7Counterparts; Electronic Signatures. Any Service Order entered into by the Parties pursuant to this MSAmaybeexecuted inmultiplecounterparts,eachofwhichshall constitutean original,andallofwhichshallconstituteoneandthesame instrument. Anyexecuteddocumentssent to the other Party in portable documentformat(pdf) images via email will be consideredthe same as an original document. TheParties consent to the use of electronic signatures. Ν{źŭƓğƷǒƩĻƭ ƚƓ ŅƚƌƌƚǞźƓŭ ƦğŭĻ͵Ξ MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICESGOVERNMENTAL CUSTOMERpg.8 Wave Business Solutions, LLC / City of Bremerton12/03/2021 The Parties aresigningthisMSAasof the EffectiveDatesetforth in the preamble above. CUSTOMER:PROVIDER: City of BremertonWave Business Solutions, LLC, a Washington limited liability company ByBy Name: Name: Title: Title: ΝŷĻ ƩĻƒğźƓķĻƩ ƚŅ Ʒŷźƭ ƦğŭĻ źƭ źƓƷĻƓƷźƚƓğƌƌǤ ƌĻŅƷ ĬƌğƓƉ͵Ξ MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICESGOVERNMENTAL CUSTOMERpg.9 Wave Business Solutions, LLC / City of Bremerton12/03/2021 EXHIBIT A to Master Services Agreement for Enterprise ServicesGovernmental Customer Service Level Agreement for Lit Fiber Services This Service Level Agreementfor Lit Fiber Services (this is a part of the Master Services Agreement for Enterprise Services Governmental Customerrwise provided in the applicable Service Order, this SLA applies to the following types of lit fiber Services provided by WAVE pursuant to the MSA: (a)dedicated Internet access services, (b)Ethernet transport services, and (c)voice services, including hosted voice. 1.AVAILABILITY SLA Availability of at least 99.99% per month. If the Availability target is not achieved in a given calendar month, Customer shall be entitled to the remedies set forth in the table below, which must be claimed as described in this SLA. Customer Credit as % of MRC for Target AvailabilityDuration of Service Outage the applicable Circuit* Less than 4 minutes 20 secondsTarget Met 4 min. 20 sec. up to 2hours5% > 2 hour up to 6 hours10% 99.99% Availability > 6 hours up to 12 hours20% > 12 hours up to 24 hours35% > 24 hours50% *Customer credits for Unavailability are calculated on an individual circuit basis, and the amount of any credit is based on the portionof MRC allocable to the affected circuit. 2. In the event of Outages in Services due to failure or malfunction of the WAVENetwork or WAVEEquipment, WAVECNOCis designed to provide a MTTR of 6 hours or less. If thetarget MTTR is not met for a particular circuit in a given calendar month, and Customer receives a Service from WAVEon the circuit at issue, then Customer shall be entitled to remedies set forth in the table below, which must be claimed as described in this SLA. Customer Credit Target MTTRActual MTTRas % of MRC for the applicable Circuit Target Met > 6 Hrs. to 10 Hrs.5% 6 hr MTTR > 10 Hrs. to 18 Hrs.10% > 18 Hrs. 20% 3.PACKET DELIVERY/PACKET LOSS SLA The WAVENetwork is designed to provide no greater than0.1% Packet Loss. If the Packet Loss target is not achieved in a given calendar month, Customer shall be entitled to the remedies set forth in the table below, which must be claimed as described in this SLA. Customer credits for average monthly Packet Loss are calculated on an individual circuit basis, and the amount of any credit is based on the portion of MRC allocable to the affected circuit. EXHIBITA: SERVICE LEVEL AGREEMENT FOR LIT FIBER SERVICESpg.10 Wave Business Solutions, LLC 01/22/2021 Customer Credit Target Maximum Actual Packet Loss as % of MRC for the Packet Loss(lower endupperend) applicable Circuit 0% - 0.1%Target Met > 0.1% - 0.4%5% 0.1% Packet Loss> 0.4% - 0.7%10% > 0.7% - 1.0%25% > 1.0%50% 4.LATENCY SLA The WAVENetwork is designed to provide amonthly average one-way Latency not to exceed the following: 75 miles = 10 ms -750 miles = 20 ms ->750 miles = 50 ms If the applicable Latency target is not achieved in a given month and WAVEdoes not remedy the problem within fifteen (15) calendar days from the date on which Customer opens a Trouble Ticket with the WAVECNOCregarding excessive Latency, Customer shall be entitled to the remedies set forth in the table below, which must be claimed as described in this SLA. Customer Credit Target Target Target Actual One-Way as % of MRC for Local Market Inter-Market Long-Haul Latency the applicable LatencyLatencyLatency(lower end - upper end) Circuit Target Met > Target up to 8 ms over Target5% 10ms or less20ms or less50 ms or less> 8 ms up to 15 ms over Target10% > 15 ms up to 20 ms over Target25% > 20 ms over Target50% 5.NETWORK JITTER SLA The WAVEBackbone Network is designed tohave a monthly average one-way Network Jitternot to exceed the following: For Local Market distances of 75 miles = 2 ms For Inter-Market distances of between 76 750 miles = 5 ms For Long-Haul distances of >750 miles = 15 ms th If theapplicable Network Jitter targetis exceededin a given calendar month, Customer will be entitled toa credit of 1/30of the MRC of the affected circuit for that month for each full 1ms of Network Jitter above the Network Jitter targetset forth above. Any such credit must be claimed as described in this SLA. 6.CHRONIC OUTAGE If Customer experiences a Chronic Outage with respect to a Service, Customer shall have the right to elect either of the following remedies, which must be claimed as described in this SLA: (i)substitute a different Service or a different circuit/path for the Service and circuit/path that experienced the Chronic Outage without incurring any Termination Charge or installation fees; or (ii)terminate the affected Service for the circuit/path that experienced the Chronic Outage without incurring any Termination Charge. 7.DEFINITIONS For purposes of this SLA the following terms shall have the meanings set forth below. Availabilitymeans the ability of Customer to exchange Ethernetpackets with the WAVEN EXHIBITA: SERVICE LEVEL AGREEMENT FOR LIT FIBER SERVICESpg.11 Wave Business Solutions, LLC 01/22/2021 Availabilityis measured in minutes of uptime over the calendar month during which the Services are Available: % Availability=(Total Minutes in Month Total Minutes of Unavailability in Month) (per calendar month)Total Minutes in Month For Ethernet Transport Services and VoIP Services, Availability is calculated at the individual circuit level, between WAVE Backbone Netwo WAVENetwork to the handoff point for the Internet. Dedicated Internet Access Service Availability does not include the availability of the Internet itself or any particular Internet resource. Periods of Excused Outage are not included in Availability metrics. Chronic Outagee same circuit during a given WAVE Emergency MaintenanceWAVEWAVENetwork that are likely to cause a material disruption to or outage in services provided by WAVEand which require immediate action. Emergency Maintenance may degrade the quality of the Services provided to Customer, including possible outages. Any such outages are Excused Outages that willnot entitle Customer to credits under this SLA. WAVEmay undertake Emergency Maintenance at any time WAVEdeems necessary and will provide Customer with notice of such Emergency Maintenance as soon as commercially practicable under the circumstances. ExcusedOutageunavailability of Services caused by or due to (i)Scheduled Maintenance, (ii)Emergency Maintenance, or (iii)circumstances beyond WAVE MajeureEvents, acts o WAVE, or any failure, unavailability, interruption or delay of third-party telecommunications network components the use of which are reasonably necessary for WAVE JitterNetwork Jitterrefers to a variation in the interval at which packets are received, also described as the variability in Latency as measured in the variability over time of the packet Latency across a network. Jitter is calculated as an aggregate average monthly metric measured by WAVEacross the WAVEBackbone Network between a sample of WAVEPOPs. Local access loops are not included. Periods of Excused Outage are not included in Jitter metrics. Latencymeans how much time it takes, measured in milliseconds,for a packet of data to get from one designated point on WAVEr designated point on WAVELatency is calculated as an aggregate average monthly metric measured by WAVEacross the WAVEBackbone Network between a sample of WAVEPOPs. Local access loops are not included. Periods of Excused Outage are not included in Latency metrics. Mean Time to RestoreMTTRmeans the average time required to restore the WAVENetwork to a normally operating state in the event of an Outage. MTTR is calculated on a circuit basis, as a monthly average of the time it takes WAVEto repair all Service Outages on thespecific circuit. MTTR is measured from the time an Outage related Trouble Ticketis generated by the WAVECNOC until the time the Service is again Available. The cumulative length of ServiceOutages per circuit is divided by the number of Trouble Tickets in the billing month to derive the monthly MTTR per circuit: MTTR in Hrs=Cumulative Length of Service Outages Per Month Per Circuit (per calendar month)Total Number of Trouble Tickets for Service Outages Per Month Per Circuit Periods of Excused Outage are not included in MTTR metrics. OutageOutage. For purposes of SLA-related credits and remedies, the period of unavailability begins when an Outage-related Trouble Ticket is opened by the Customer and ends when the connection is restored, as measured by WAVE. Unavailability does not include periods of Service degradation, such as slow data transmission. EXHIBITA: SERVICE LEVEL AGREEMENT FOR LIT FIBER SERVICESpg.12 Wave Business Solutions, LLC 01/22/2021 Packet Lossthe unintentional discarding of data packets in a network when a device (e.g., switch, router, etc.) is overloaded and cannot accept any incoming data. Packet Loss is calculated as aggregate average monthly metric measured by WAVEacross the WAVEBackbone Network between a sample of WAVEPOPs. Local access loops are not included. Periods of Excused Outage are not included in Packet Loss metrics. Scheduled MaintenanceWAVE that is performed during a standard maintenance window (1:00AM 6:00AM Local Time). Customer will be notified via email at least forty-eight (48) hours in Trouble TicketWAVE CNOCupon notification of a Service-related problem. Trouble Tickets may be generated by WAVEpursuant to problem to the WAVE CNOC. In order for Customer to be eligible for credits or remedies under this SLA, Customer must contact the WAVE CNOCand open a Trouble Ticket regarding the problem; Trouble Tickets generated internally by WAVEwill not provide a basis for Customer credits or Chronic Outage remedies. WAVEBackbone NetworkWAVEWAVEPOPs and regional hubs. WAVECommercial Network OperationsCenterWAVECNOCcommercial network operations center, which is staffed 24x7x365 and can be reached at: 888-317-0488. WAVENetwork or any portion of C 8.CLAIMING CREDITS AND REMEDIES 8.1Requesting SLA Related Credits and Chronic Outage Remedies. To be eligible for any SLA-related Service credit or Chronic Outage remedy, Customer must be current in its financial obligations to WAVE. Credits are exclusive of any applicable taxes charged to Customer or collected by WAVE. (i)To claim SLA-related Service credits, Customer must do the following: (a)Open a Trouble Ticket with the WAVE CNOCwithin twenty-four (24) hours of the occurrence giving rise to the claimed credit(s); (b) days after the end of the calendar month in which the incident giving rise to the credit(s) occurred; and (c)Provide the following documentation when requesting the credit(s): Customer name and contact information; Trouble Ticket number(s); Date and beginning/end time of the claimed Outage or failed SLA metric; Circuit IDs for each pertinent circuit/path; and Brief description of the characteristics of the claimed Outage or failed SLA metric. (ii)To claim remedies for a Chronic Outage under this SLA, Customer must do the following: (a)Open a Trouble Ticket regarding the Chronic Outage with the WAVE CNOCwithin seventy-two (72) hours of the last Outage giving rise to the claimed remedy; (b) manager within thirty (30) days of the end of the calendar month in which the Chronic Outage occurred; and (c)Provide the following documentation when requesting the remedy: Customer name and contact information; EXHIBITA: SERVICE LEVEL AGREEMENT FOR LIT FIBER SERVICESpg.13 Wave Business Solutions, LLC 01/22/2021 Type of remedy requested (e.g., substitution or termination); Trouble Ticket numbers for each individual Outage event; Date and beginning/end time of each of the claimed Outages; Trouble Ticket number for the Chronic Outage at issue; Circuit IDs for each pertinent circuit/path; and Brief description of the characteristics of the claimed Chronic Outage. If Customer fails to timely submit, pursuant to the procedure described in this Section, a request for any SLA-related credit or Service Outage remedy for which Customer might otherwise be eligible under this SLA, Customer shall be deemed to have waived remedies for any and all claims or complaints regarding the quality and/or availability of any of the Services to which this SLA applies. 8.2WAVE. All claims for SLA-related credits and remedies for Chronic Outages are subject to evaluation and verification by WAVE. Upon receiving a claim for SLA-related credit and/or remedies for Chronic Outage, WAVE will evaluate the claim and respond to Customer within thirty (30) days. If WAVE requires additional information in order to WAVE will notify Customer by email specifying what additional information is required. Customer will have fifteen (15) days from the date on which it receives WAV requested information to WAVE. If Customerfails to provide the additional information within that time period, Customer will be deemed to have abandoned its claim. WAVEwill promptly notify Customer of WAVE -related credit or Chronic Outage remedy is rejected, the notification will specify the basis for the WAVE hronic Outage remedy is approved, WAVEwill notify Customer of the date on which the requested substitution or termination will occur. WAVE shall be final. 8.3Limitations and Exclusions. Total credits for any given calendar month shall not exceed 100% of the MRC for the affected Service. Credits shall not be cumulative with respect to any given incident; instead, if multiple SLAs are violatedduring a single incident, Customer shall beentitled only to the largest applicable credit amount. This SLA will not apply and Customer will not be entitled to any credit under this SLA for any impairment of Services that is caused by or due to any of the following: (i)the acts or omissions of C Service in an unauthorized orunlawful manner; (ii)the failure of or refusal by Customer to reasonably cooperate with WAVEin diagnosing and troubleshooting problems with the Services; (iii)scheduled Service alteration, maintenance or implementation; (iv)the failure or malfunction of network equipment or facilities not owned or controlled by WAVEor WAVEForce Majeure Events; (vi)WAVEWAVE) to access facilities or equipment as reasonably required to troubleshoot, repair, restore or prevent degradation of the Service; (vii)WAVE otherwise authorized by the Agreement; or(viii)WAVE ΝŷĻ ƩĻƒğźƓķĻƩ ƚŅ Ʒŷźƭ ƦğŭĻ źƭ źƓƷĻƓƷźƚƓğƌƌǤƌĻŅƷ ĬƌğƓƉ͵Ξ EXHIBITA: SERVICE LEVEL AGREEMENT FOR LIT FIBER SERVICESpg.14 Wave Business Solutions, LLC 01/22/2021 EXHIBIT B to Master Services Agreement for Enterprise ServicesGovernmental Customer Service Level Agreement for Dark Fiber & Wavelength Services This Service Level Agreement for Dark Fiber& Wavelengthis a part of the Master Services Agreement for Enterprise ServicesGovernmental Customer. Unless otherwise providedin the applicable Service Order,this SLA applies to the following types of Services provided by WAVEpursuant to the MSA: (i)dark fiber services, and (ii)wavelength services. 1.AVAILABILITY SLA WAVE at least 99.9% per calendar month. If the Availability target is not met with respect to a given dark fiber path or wavelength in a given calendar month, Customer will be entitled to a credit in the amount set forth below, which must be claimed as described in this SLA. Customer credits for Outages of dark fiber or wavelength Services are calculated on an individual path basis, and the amount of any credit is based on the portion of MRC allocable to the affected Service. Customer Credit Duration of Unavailabilityas % of MRC for the applicable Service Less than 45 minutesTarget Met 45 Min. up to 8 hours5% > 8 hours up to16 hours10% > 16 hours up to 24 hours20% > 24 hours35% 2. In the event of Outages in the Services, CNOCis designed to provide a MTTR of no greater than 6 hours. If the target MTTR is not met for a particular dark fiber path or wavelength in a given calendar month, and Customer receives a Service from WAVEon the path at issue, then Customer shall be entitled to remedies set forth in the table below, which must be claimed as described in this SLA. Customer Credit Target MTTRActual MTTRas % of MRC for the applicable Service Target Met > 6 Hrs. to 10 Hrs.5% 6 hr MTTR > 10 Hrs. to 18 Hrs.10% > 18 Hrs. 20% 3.CHRONIC OUTAGE If Customer experiences a Chronic Outage with respect to a Service, Customer shall have the right to elect either of the following remedies, which must be claimed as described in this SLA: (i)substitute a different Service or a different path for the Service that experienced the Chronic Outage without incurring any Termination Charge or installation fees; or (ii)terminate the affected Service for the path that experienced the Chronic Outage without incurring any Termination Charge. EXHIBITB: SERVICE LEVEL AGREEMENT FOR DARK FIBER & WAVELENGTH SERVICESpg.15 Wave Business Solutions, LLC 01/22/2021 4.DEFINITIONS For purposes of this SLA the following terms shall have the meanings set forth below. Availability is capable of transmitting signals and can otherwise be used by Customer. Availability does not involve the quality of data transmission. Periods of Excused Outage are not included in the Availability metric. WAVEdoes not monitor the use or availability of dark fiber or wavelength Services, thus any Outage must be reported to WAVEby Customer. Chronic Outagee (3) or more Service Outages affecting the same Service on the path during a given WAVE Emergency MaintenanceWAVEn the WAVENetwork that are likely to cause a material disruption to or outage in Services provided by WAVEand which require immediate action. Emergency Maintenance may degrade the quality of the Services provided to Customer, including possible outages. Any such outages are Excused Outages that will not entitle Customer to credits under this SLA. WAVEmay undertake Emergency Maintenance at any time WAVEdeems necessary and will provide Customer with notice of such Emergency Maintenance as soon as commercially practicable under the circumstances. Excused OutageScheduled Maintenance, (ii)Emergency Maintenance, or (iii)circumstances beyond WAVE, by way of example only, Force MajeureEvents WAVE, or any failure, unavailability, interruption or delay of third-party telecommunications network components the use of which are reasonably necessary for WAVE Mean Time to RestoreMTTRte in the event of an Outage. MTTR is calculated on a path/route basis, as a monthly average of the time it takes WAVEto repair all Service Outages on the specific path/route. MTTR is measured from the time Customer opens an Outage related Trouble Ticket is with the WAVECNOCuntil the time the Service is again Available. The cumulative length of Service Outages per circuit is divided by the number of Trouble Tickets in the billing month to derive the monthly MTTR per circuit: MTTR in Hrs=Cumulative Length of Service Outages Per Month Per Circuit (per calendar month)Total Number of Trouble Tickets for Service Outages Per Month Per Circuit Periods of Excused Outage are not included in MTTR metrics. Outagely unavailable to Customer that is not an Excused Outage. For purposes of SLA-related credits and remedies, the period of unavailability begins when an Outage-related Trouble Ticket is opened by the Customer and ends when the connection is restored, as measured by WAVE. Unavailability does not include periods of Service degradation, such as slow data transmission. Scheduled MaintenanceWAVEdemarcis connected that is performed during a standard maintenance window (1:00AM 6:00AM Local Time). Customer will be notified via email at least forty- Trouble TicketWAVECNOCupon notification of a Service-related problem. In order for Customer to be eligible for credits or remedies under this SLA, Customer must contact the WAVECNOCand open a Trouble Ticket regarding the problem. WAVECommercial Network OperationsCenterWAVECNOCcommercial network operations center, which is staffed 24x7x365 and can be reached at: 888-317-0488. WAVENetwork EXHIBITB: SERVICE LEVEL AGREEMENT FOR DARK FIBER & WAVELENGTH SERVICESpg.16 Wave Business Solutions, LLC 01/22/2021 or any portion of C 5.CLAIMING CREDITS AND REMEDIES 5.1Requesting SLA Related Credits and Chronic Outage Remedies. To be eligible for any SLA-related Service credit or Chronic Outage remedy, Customer must be current in its financial obligations to WAVE. Credits are exclusive of any applicable taxes charged to Customer or collected by WAVE. (i)To claim SLA-related Service credits, Customer must do the following: (a)Open a Trouble Ticket with the WAVE CNOCwithin twenty-four (24) hours of the occurrence giving rise to the claimed credit(s); (b) days after the end of the calendar month in which the incident giving rise to the credit(s) occurred; and (c)Provide the following documentation when requesting the credit(s): Customer name and contact information; Trouble Ticket number(s); Date and beginning/end time of the claimed Outage or failed SLA metric; Circuit IDs for each pertinent circuit/path; and Brief description of the characteristics of the claimed Outage or failed SLA metric. (ii)To claim remedies for a Chronic Outage under this SLA, Customer must do the following: (a)Open a Trouble Ticket regarding the Chronic Outage with the WAVE CNOCwithin seventy-two (72) hours of the last Outage giving rise to the claimed remedy; (b) manager within thirty (30) days of the end of the calendar month in which the Chronic Outage occurred; and (c)Provide the following documentation when requesting the remedy: Customer name and contact information; Type of remedy requested (e.g., substitution or termination); Trouble Ticket numbers for each individual Outage event; Date and beginning/end time of each of the claimed Outages; Trouble Ticket number for the Chronic Outage at issue; Circuit IDs for each pertinent circuit/path; and Brief description of the characteristics of the claimed Chronic Outage. If Customer fails to timely submit, pursuant to the procedure described in this Section, a request for any SLA-related credit or Service Outage remedy for which Customer might otherwise be eligible under this SLA, Customer shall be deemed to have waived remedies for any and all claims or complaints regarding the quality and/or availability of any of the Services to which this SLA applies. 5.2WAVE. All claims for SLA-related credits and remedies for Chronic Outages are subject to evaluation and verification by WAVE. Upon receiving a claim for SLA-related credit and/or remedies for Chronic Outage, WAVE will evaluate the claim and respond to Customer within thirty (30) days. If WAVErequires additional information in order to WAVEwill notify Customer by email specifying what additional information is required. Customer will have fifteen (15) days from the date on which it receives WAVE requested information to WAVE. If Customerfails to provide the additional information within that time period, Customer will be deemed to have abandoned its claim. WAVEwill promptly notify Customer of WAV -related credit or Chronic Outage remedy is rejected, the notification will specify the basis for the WAVE EXHIBITB: SERVICE LEVEL AGREEMENT FOR DARK FIBER & WAVELENGTH SERVICESpg.17 Wave Business Solutions, LLC 01/22/2021 hronic Outage remedy is approved, WAVEwill notify Customer of the date on which the requested substitution or termination will occur. WAVE shall be final. 5.3Limitations and Exclusions. Total credits for any given calendar month shall not exceed 100% of the MRC for the affected Service. Credits shall not be cumulative with respect to any given incident; instead, if multiple SLAs are violatedduring a single incident, Customer shall beentitled only to the largest applicable credit amount. This SLA will not apply and Customer will not be entitled to any credit under this SLA for any impairment of Services that is caused by or due to any of the following: (i)the acts or omissions of C Service in an unauthorized orunlawful manner; (ii)the failure of or refusal by Customer to reasonably cooperate with WAVEin diagnosing and troubleshooting problems with the Services; (iii)scheduled Service alteration, maintenance or implementation; (iv)the failure or malfunction of network equipment or facilities not owned or controlled by WAVEor WAVEForce Majeure Events; (vi)WAVEWAVE) to access facilities or equipment as reasonably required to troubleshoot, repair, restore or prevent degradation of the Service; (vii)WAVE otherwise authorized by the Agreement; or(viii)WAVE ΝŷĻ ƩĻƒğźƓķĻƩ ƚŅ Ʒŷźƭ ƦğŭĻ źƭ źƓƷĻƓƷźƚƓğƌƌǤƌĻŅƷ ĬƌğƓƉ͵Ξ EXHIBITB: SERVICE LEVEL AGREEMENT FOR DARK FIBER & WAVELENGTH SERVICESpg.18 Wave Business Solutions, LLC 01/22/2021 ORDER FOR DARK FIBER SERVICES This Order for Dark Fiber Service OrderEffective Date, by and between Providerthe CITY OF BREMERTON CustomerThis Service Order is made pursuant to and will be governed by that certain Master Services Agreement for Enterprise Services between Provider and Customer dated December 3, 2021 MSA defined in this Service Order shall have the meanings given to them in the MSA. Section 1: Dark Fiber Services. Provider shall provide to Customer the dark fiber services set forth in the following table (each, a ServiceThe Services shall connect the end points set forth below (each such locationService Site fiber strands described below, in exchange for the one-time, non-NRC MRC: ORDER FOR DARK FIBER SERVICES pg. 1 Wave Business Solutions, LLC / City of Bremerton 12/3/2021 1 strand dark fiber ORDER FOR DARK FIBER SERVICES pg. 2 Wave Business Solutions, LLC / City of Bremerton 12/3/2021 1 strand dark fiber TOTAL COST: $0.00 $8,580.00 Section 2: Initial Service Term. The Initial Service Term for all of the Services is one hundred twenty (120) months. Section 3: Contingent on Additional Funds. This Service Order is conditional and subject to Customer receiving the appropriating additional funds to acquire the necessary equipment to support the Services. If the Customer is unable to receive the appropriated funds for said equipment, this Service Order shall become null and void. Section 4: Customer Information. Account Name: City of Bremerton Invoicing Address: 1600 Oyster Bay Avenue S. Bremerton, WA 98312 Account Executive to Customer: Jeff Stoner ATTN: Accounts Payable To facilitate communication the following information is provided as a convenience and may be updated at any time without affecting the enforceability of the terms and conditions herein: Customer Site Contact: Customer Billing Contact: Customer Technical Contact: William Wendling William Wendling William Wendling William.Wendling@ci.bremerton.wa.us William.Wendling@ci.bremerton.wa.us William.Wendling@ci.bremerton.wa.us Cell: 360-979-9102 Cell: 360-979-9102 Cell: 360-979-9102 Office: 360-479-5456 Office: 360-479-5456 Office: 360-479-5456 Ν{źŭƓğƷǒƩĻƭ ƚƓ ŅƚƌƌƚǞźƓŭ ƦğŭĻ͵Ξ ORDER FOR DARK FIBER SERVICES pg. 3 Wave Business Solutions, LLC / City of Bremerton 12/3/2021 The submission of this Service Order to Customer by Provider does not constitute an offer. Instead, this Service Order will become effective only when both parties have signed it. The date this Service Order issigned by the last party to sign it (as indicated by the CUSTOMER:PROVIDER: CITY OF BREMERTONWAVE BUSINESS SOLUTIONS,LLC By By Name: Name: Title: Title: Date: Date: ΝŷĻ ƩĻƒğźƓķĻƩ ƚŅ Ʒŷźƭ ƦğŭĻ źƭ źƓƷĻƓƷźƚƓğƌƌǤ ƌĻŅƷ ĬƌğƓƉ͵Ξ ORDER FOR DARK FIBER SERVICESpg.4 Wave Business Solutions, LLC / City of Bremerton12/3/2021 AGENDA BILL CITY OF BREMERTON A12 CITY COUNCIL SUBJECT: Study Session Date: February 9, 2022 Professional Services Agreement with COUNCIL MEETING Date: February 16, 2022 Presidio Networked Solutions Group, LLC Department: PWU-WWTP for purchase of Cisco hardware for WWTP Presenter: Eric B / Hans N Dark Fiber and SCADA Upgrade Project Phone: (360) 473-5477 SUMMARY: SCADA communication at the Eastside Wastewater Treatment Plant (WWTP), and between pump stations and the WWTP is problematic and prone to failure, due both to the variety of third-party communications lines in use, and also due to outdated SCADA communications hardware. The SCADA communication hardware at all of the remote pump stations and the WWTP is 25-years old, obsolete and no longer supported, and prone to communications failures which results in a significant number of after-hours call outs and emergency response. The Cisco SCADA communications hardware was selected from the State Contract, and a cost evaluation was completed and is attached. This hardware purchase from Presidio Networked Solutions Group, LLC includes consulting labor to assist with installation. ATTACHMENTS: 1) Presidio PSA and Master Quote Wastewater plant HW - 2003221115639-05.pdf 2) cisco-smart-net-total-care.pdf 3) City of Bremerton-RQ-68194-Bucket of Hours - Switching-SR 05072021 4) Presidio evidentiary COI.pdf 5) NASPO Comparison.xlsx FISCAL IMPACTS (Include Budgeted Amount): This equipment purchase totals $231,414.38, and is included in the Wastewater Capital Budget, at $250,000 STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Professional Services Agreement with Presidio Networked Solutions Group, LLC in an amount not to exceed $231,414.38; 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 11/09/2021 PROFESSIONAL SERVICES AGREEMENT \[Presidio Networked Solutions Group, LLC\] Presidio Networked Solutions Group, LLC Contractor professional services: I. Scope: The Contractor agrees to perform the services more specifically described in the Scope of Work, dated January 4, 2022, including any attachments thereto , attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Contractor further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Contractor agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in Exhibit A no later than July 1, 2022; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in Section X.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Contractor in an amount not to exceed $231,414.38. Contractor shall conform to the fee schedule attached hereto as Exhibit C and incorporated herein by this reference. The Contractor shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Contractor's labor rates and billing fees shall be as delineated in Exhibit C. Contractor 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. Contractor shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit C. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Contractor of its obligations under this Agreement. Page 1 of 8 Bremerton/\[Presidio Networked Solutions, Inc.t\] \[WWTP HW upgrades\] Rev. 09/2021 IV. Relationship of Parties: Contractor 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. Contractor and its personnel are independent Contractors and not employees of the City. Contractor 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-Contractors of the Contractor. Contractor will be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, representatives and sub-Contractors 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, Contractor is responsible for its own management. The managerial control over Contractor or its personnel. As an independent Contractor, Contractor 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 Contractor. V. Indemnification: A. Contractor 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 , unless Contractor is conducting work pursuant to Subsection B below. 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. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Contractorservices provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, agents and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY Page 2 of 8 Bremerton/\[Presidio Networked Solutions, Inc.t\] \[WWTP HW upgrades\] Rev. 09/2021 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: 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, employees, sub-Contractors or sub-contractors. Before beginning work on the project described in this Agreement, the Contractor shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Contractor. - The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Contractor and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Contractor's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. Page 3 of 8 Bremerton/\[Presidio Networked Solutions, Inc.t\] \[WWTP HW upgrades\] Rev. 09/2021 The Contractor'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. It shall be an affirmative obligation upon Contractor to advise -5161, or by th certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6 Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. In the event that the Contractor employs other Contractors or contractors (sub-Contractors or sub-contractors) as part of the work covered by this Agreement, it shall be the Contractor responsibility to require and confirm that each sub-Contractor or sub-contractor meets the minimum insurance requirements specified above. The Contractor shall, upon demand of the City, deliver to the City copies of such policy or policies of insurance and the receipts for payment of premiums thereon. VII. General Conditions: A. Reports and Information: When requested by the City, Contractor 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. Contractor shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Contractor in connection with the services performed by the Contractor under this Agreement will be safeguarded by the Contractor to at least the same extent as the Contractor safeguards like information relating to its own business. If such information is publicly available or is already in Contractor's possession or known to it, or is rightfully obtained by the Contractor from third parties, Contractor shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Contractor under this Agreement may be stored at Contractor's office in Irving, Texas. Contractor shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Contractor pursuant to this Agreement, are instruments of service Page 4 of 8 Bremerton/\[Presidio Networked Solutions, Inc.t\] \[WWTP HW upgrades\] Rev. 09/2021 with respect to the project and are the property of the City. Any reuse by the City for other than C. Use of Photographs and Images. Contractor shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Contractor or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Contractor's Risk: Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-Contractors in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor 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. E. Place of Work: The Contractor shall perform the work authorized under this Agreement at its offices in 1600 Oyster Bay Avenue, Bremerton, WA 98312, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. 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. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. 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. Notices to be sent to: Notices to be sent to: CITY: CONTRACTOR: Attn: Contracts administrator Attn: City of Bremerton th 345 6 Street, Suite 100 Bremerton, WA 98337-1891 J. 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. Page 5 of 8 Bremerton/\[Presidio Networked Solutions, Inc.t\] \[WWTP HW upgrades\] Rev. 09/2021 K. 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. L. Compliance with Laws: Contractor shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. 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. N. In the event of litigation to enforce any of the terms or provisions O. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. P. Prevailing Wages. Contractor,or subcontractors, ashington Department of Labor & Industries prior to commencing the Contract work. Contractor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached. VIII. Equal Employment Opportunity Statement: In the hiring of employees for the performance of work under this Agreement, the Contractor, its subcontractors, or any person acting on behalf of Contractor shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. X. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Part-performing Party. Any Notice by Page 6 of 8 Bremerton/\[Presidio Networked Solutions, Inc.t\] \[WWTP HW upgrades\] Rev. 09/2021 Contractor shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Delays: The right of Contractor to proceed shall not be terminated nor shall Contractor be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its Contractors, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Contractor must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Contractor to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Contractor's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Contractor was contracted to perform shall be without liability or legal exposure to the Contractor. XI. Suspension & Debarment. For contracts involving Federal funding, Contractor hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Contractor shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Contractor enter into a covered transaction with another firm, Contractor agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: CONTRACTOR: CITY OF BREMERTON Presidio Networked Solutions, Inc. By: By: Print Name: Print Name: Its: Its: Date: Date: Page 7 of 8 Bremerton/\[Presidio Networked Solutions, Inc.t\] \[WWTP HW upgrades\] Rev. 09/2021 APPROVED AS TO FORM: ATTEST: By: By: Kylie J. Finnell, Bremerton City Attorney Angela Hoover, City Clerk Page 8 of 8 Bremerton/\[Presidio Networked Solutions, Inc.t\] \[WWTP HW upgrades\] Rev. 09/2021 Page 1of 4 Cisco Smart Net Total Care This document must be read in conjunction with How Cisco Provides Services, which is incorporated into this document by reference. t Net Total Care (SNTC) Device Level Support: Technical Assistance Center (TAC) Returns Material Authorization (RMA) (Including Parts and Onsite options where available) Software Download (Including Data Collection Tools and Smart Applications where available) Cisco.com (Including Smart Enabled Portal where available) Cisco Responsibilities Cisco shall provide the various Service described below as selected and detailed on the Purchase Order for which Cisco has been paid the appropriate fee. Technical Support Cisco shall provide access to TAC twenty-four (24) hours per day, seven (7) days per week. o Response timesfor Severity Levels 1 and 2 callsare within one (1) hour. o Response times for Severity Levels 3 and 4 calls: During Business Hours -within one (1) hour. Outside of Business Hours -withinthe NextBusiness Day during Business Hours. Online Access Access to Cisco.com, which provides Customers with helpful technical and general information on Cisco Products as well as access to Cisco's on-line Software Center library. Please note that access restrictions identified by Cisco from time to time may apply. Cisco Support Communities including access to SNTC Support Community and Smart Portal (where available). This is a web-based user interface to access Smart Net Total Care various reports, compiled through use of Smart capabilities. Self-service access to the Smart Portal (for access to SNTC reports), Smart Applications (to manage service entitlement and other features) and Collector Software (to collect information relating to installed Cisco Product configuration and inventory) Software Download Operating system updates, work-around solutions,or patches to reported Software problems using reasonable commercial efforts. Cisco will either make a Software patch available from the Cisco Software Center (www.cisco.com/go/software) or provide a Maintenance Release to Customer for the Product experiencing the problem. Updates where available and where Customer requests these for supported Software. Software releases and any supporting Documentation will be made available from the Cisco Software Center. Controlled Doc. # EDM-120311701 Ver: 12.1Last Modified: Wed 06 Oct 2021 04:44:39 PDT CISCO PUBLIC INFORMATION, Cisco Smart Net Total Care.docx Page 2 of 4 Data Collection Tools are provided by Cisco with the features enabled as the default configuration to collect data upon installation. Such collections will continue until such time as the Data Collection Tools are disabled or uninstalled. Returns Material Authorization (RMA) Advanced hardware parts replacement, with onsite services as additional options availability varies by has not purchased an RMA Service Level, then no hardware replacement services will be provided. Customer may check availability by accessing Cisco's Service Availability Matrix at: http://tools.cisco.com/apidc/sam/search.do Heavy Weighted & Over Sized Parts: https://www.cisco.com/c/dam/en_us/about/doing_business/legal/service_descriptions/docs/service- availability-heavyweight-oversized-product.pdf Please note that destination country importation, compliance with US export controls and customs processes may condition actual delivery times. Advance Replacement to and from the European Union will be shipped Delivered Duty Paid (DDP) (Incoterms 2010). All other Advance Replacement will be shipped Delivered At Place (DAP) (Incoterms 2010), exclusive of any import duties, taxes and fees, where applicable. All Advance Replacement will be shipped using Cisco's preferred carrier, freight prepaid by Cisco. Reques Replacement Service must be at the same level of coverage. Cisco will provide Customer with Advance Replacement(s) that are either new or equivalent to new. Cisco shall use commercially reasonable efforts to provide Customer with Hardware replacement services where available. RMA Service Levels: 8x7xNext 8x5xNext 1 24x7x2 24x7x4 8x5x4 22 Calendar Day Business Day Hardware Service Options HW HW HW HW HW Onsite Onsite Onsite Onsite Onsite Only Only Only Only Only Advance Replacement of HW yes yes yes yes yes yes yes yes yes yes RMA Service Level 2HR 2HR 4HR 4HR 4HR 4Hr NCD NCD NBD NBD Cisco Cisco Cisco Cisco Cisco RMA Installation Self Self Self Self Self Tech Tech Tech Tech Tech Controlled Doc. # EDM-120311701 Ver: 12.1 Last Modified: Wed 06 Oct 2021 04:44:39 PDT CISCO PUBLIC INFORMATION, Cisco Smart Net Total Care.docx Page 3 of 4 7 days a week Business Days 7 days a week Business Days Services Availability 24 hours per day Business Hours Business Hours Business Hours Includes Local Observed Yes No Yes No Holidays Onsite Support Option:Customer can also opt to schedule the Field Engineer arrival. Please consult the Onsite Field Engineer Duties for further details. With 2hr and 4hr service levels, customer can schedule FE arrivals any hour of the day/week. With NCD and NBD service levels, FE arrival times are limited from 9:00 AM (earliest arrival time) to 5:00 PM (latest arrival time) and scheduling is only available the day(s) after the part arrival. 1 For 8x5x4 deliveries the RMA request must be created by 1:00pm Local Depot Time. For RMA requests after 1:00PM Local Depot Time, delivery will be the next Business Day. 2 For Next Calendar Day and Next Business Day delivery, the RMA request must be created by 3:00pm Local Depot Time for delivery on the next calendar day or Business Day. Exception: For United States and Canada, the RMA request must be created by 6:00pm Eastern Standard Time. In countries where Next Calendar Day and Next Business Day services are not available;Cisco will ship the RMA as a Same Day Shipment. Onsite with Troubleshooting option: Where available, for Onsite Troubleshooting options, at the sole discretion of Cisco Technical Assistance Center TAC, Cisco may dispatch a kit of root cause of the customer issue. Drive Retention option: Where available, In the event Customer purchases this service, if, during troubleshooting a drive problem, Cisco Technical Assistance Center (TAC) can authorize Customer to retain the defective drive. Local Language Technical Support option: Where available, and subject to an additional fee, local language support for calls on all assigned severity levels may be available for specific product(s). Customer Responsibilities Provide thirty (30) of: (1) (2) Products that have been moved to a new location. Services will be provided to Customer beginning thirty (30) days of receipt of such notification. Defective parts must be returned within ten (10) calendar days of the ship date of the replacement part(s). For defective parts that have not been returned within thirty (30) calendar days after shipment of the replacement parts, Cisco reserves the right to charge liquidated damages equivalent to the full list price (not discounted) return materials authorization (RMA) procedure located at www.cisco.com. Customer is responsible for proper packaging of the returned parts and must include a description of the failure and the written specifications of any changes or alterations made. It is important to return only the Controlled Doc. # EDM-120311701 Ver: 12.1 Last Modified: Wed 06 Oct 2021 04:44:39 PDT CISCO PUBLIC INFORMATION, Cisco Smart Net Total Care.docx Page 4 of 4 components for which replacements have been provided. Accessories and other modular components should be transferred to the replacement device and not included with the return item. Cisco is not responsible for excess items returned in error. Packages for replacement in accordance with this subsection shall be shipped by customer Delivered at Place (DAP) (Incoterms 2010), including any applicable import duties, taxes andfees; however, customers under a current service maintenance contract for the replacement hardware or participating in Returns (POWR) tool located at www.cisco.com. Customer is responsible for providing any hardware or software necessary to support the Data Collection Tools and the collection process. Customer will permit the Data Collection Tools to access all Customer network devices managed by the inventory collection process. If Customer elects to disable collection features or uninstall the Data Collection Tools, Customer acknowledges that Cisco will be unable to provide certain elements of the service. Controlled Doc. # EDM-120311701 Ver: 12.1 Last Modified: Wed 06 Oct 2021 04:44:39 PDT CISCO PUBLIC INFORMATION, Cisco Smart Net Total Care.docx Presidio Service Request General Information City of Bremerton Client NameAccount Manager Leanna Aurioles Hans Nilsson Contact NameSolution Architect Chuck Henry 360.473.5477 Contact PhoneOpportunity #1003221105359 Contact Address 345 6th St. Bremerton WA 88337 US Date 05-January-2022 Contact Email hans.nilsson@ci.bremerton.wa.us Service TitleBucket of Hours -Switching Service Information Technology Area Network Other: __________ Type of Request T&M This Service Request defines the scope of work to be accomplished by Presidio. The tasks to be performed by Presidio are defined and the responsibilities of Presidio and Client are contained herein as well. Description of Services 1.Bucket of 16 T&M Network Engineer Hours rack stack, power, configure. Hardware to be deployedincludes but not limited to: o Standard Cisco Catalyst Switching o Cisco Industrial Ethernet DC powered switches for Water Treatment Plant Assumptions 1.This service request supersedes all prior written or oral agreements, representations and understandings related to the subject matter hereof. Any purchase order submitted pursuant to this SOW shall be subject to the terms herein and shall not be subject to any new or different terms, including pre-printed terms on such order. All changes to this agreement must be executed in writing and accepted by both parties, as indicated by authorized signature, prior to the execution of work. 2.Modifications in projectscope will necessitate a project change request (PCR). 3. proposals, emails, or verbal communications. 4.Client has read and agrees with all items contained or omitted within this Service Request. 5.Any items or tasks not explicitly listed as in-scope within this Service Request are considered to be outside of the scope and not associated with this Service Request and price. 6.f all deliverables described in this agreement and of the completion of the project shall be in writing. Deliverable acceptance shall be in the form of an email or signature (as applicable) and final project form, provided by the project manager. If acceptance is refused, the Client shall provide, in writing to Presidio, a reason for refusal. Presidio shall address the issue before subsequent work is undertaken. 7.Work shall be warrantied for 30 days after completion. Product is warrantied per manufacturer warranty policies. Presidio will hold no responsibility for any changes made "after" releasing the system to the Client. Presidio expressly disclaims any liability for non-performance or the delivery of poor quality of services resulting from errors or omissions in information provided to Presidio by Client, whether or not Presidio knew or should have known of any such errors or omissions, or whether Presidio was responsible for or participated in gathering of such information. 8.IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH INCLUDING, BUT NOT LIMITED TO, NONPERFORMANCE OR MISREPRESENTATION, AND REGARDLESS OF THE FORM OF ACTIONS, SHALL BE LIMITED TO THE AMOUNT WHICH HAS BEEN ACTUALLY PAID TO PRESIDIO BY CLIENT HEREUNDER. 9.During the term of this Agreement and for one (1) year following the completion of this project, neither party shall (a) solicit, offer to hire, or hire an employee, agent, or contractor of the other party, or (b) assist any third party who wishes to solicit, offer to hire, or hire an employee, agents, or contractor of the Other Party without a prior written consent of the Other Party. 10.Time and Material engagements do not provide defined deliverables. To the extent that documentation or other task- related materials or deliverables are required, time to prepare, deliver, and review those deliverables will accrue against the hours purchased. 11.Hours for Time and Material services are best effort estimates and may require additional hours in order to satisfy the Confidential and ProprietaryPage 1of 3 Bucket of Hours -Switching Presidio Service Request request. 12.h the creation of a prioritized Task List or similar documented instruction. It is recommended that this be provided to the Presidio Engineer 48 hours prior to the first day of services. 13.Time and Material Services will be invoiced monthly and will be based on actual hours incurred. 14.For hourly service, a 4-hour daily minimum applies for remote services. An 8-hour daily minimum applies for on-site services. Client Responsibilities 1.The Client, with assistance from Presidio, shall verify operation of any installed/upgraded equipment per the predefined Verification Plan. Presidio will require the Client to witness the verification of the solution, as well as sign off on the completed verification plan. 2.Client will designate a single point of contact with authority to act on all aspects of the services provided and to coordinate the activities of internal personnel, Telco, and other circuit providers, and all non-Presidio third-party contractors as applicable. 3.Client resources and site access must be readily and/orcontinuously available over the engagement period. 4.The Client is responsible for having in place, active manufacturer support contracts on all devices that are the subject of this SOW. Project Management Presidio will provide a Project Manager (PM), who will be single point of contact for all project support issues within the scope of this project. The PM is experienced in project management best practice methodologies and familiar with the technology involved. This Project Manager is responsible for timely completion of the scope, schedule and budget engagement are the following: Remote kickoff meeting Planning and design session facilitation Deliverable/milestone tracking (High-Level Plan) Resource scheduling and oversight Escalation facilitation Working calls as required Regularly scheduled status meetings Agenda, meeting minutes and risk/issue/action item tracking Scope/budget Management Project closeout Confidential and ProprietaryPage 2of 3 Bucket of Hours -Switching Presidio Service Request Locations Work will be done at the following locations. All work will be performed remotely unless otherwise specified: Site NameAddressCity State ZIPOn-Site / Remote Services Primary345 6th St. Bremerton WA 88337On site 88337 US Price and Payment Terms Client agrees to provide reasonable access to facilities, equipment, and personnel necessary to complete this effort. Unless otherwise noted, all work shall be performed during normal business hours (8:00 a.m. 5:00 p.m. M-F, excluding holidays) at the location indicated. Travel expenses are estimated and include, but are not limited to, mileage, hotels, meals, airfare, rental car, parking fees, taxis, and tolls performed in accordance with the Presidio Advance Travel Policy. Client agrees to make timely payment for services rendered, including partial payments prior to final acceptance. Services will be provided on a time, materials, and expense basis. The Client will be invoiced at the completion of the project and/or at the conclusion of each calendar month for actual hours worked, subject to applicable minimums plus expenses. Client will notbe invoiced for hours that are unused. Presidio will invoice all hours consumed and expenses accrued at the end of the month regardless of engagement status on the final day of the month. This is an estimate only. Resource TypeHoursHourly RateOT HoursOT Hourly Rate Network Engineer16.00$225.000.00$337.50 Senior Project Manager2.50$200.00 Total$4,100.00 Actual Hours will be billed. Additional hours may be required to complete outlined scoped work. Expenses There are no anticipated travel or incidental expenses to be incurred by Presidio in association with the execution of this Statement of Work and therefore no expenses will be billed to Client. Travel Time Travel to and from the work site(s) by Presidio resources in association with the execution of this Statement of Work will not be charged to Client. The scope and pricing are valid for 60 days unless otherwise noted. Authorized Client SignatureTitleDate Authorized Presidio SignatureTitleDate Confidential and ProprietaryPage 3of 3 Bucket of Hours -Switching DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: FAX PHONE (A/C, No): (A/C, No, Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE$ DAMAGE TO RENTED CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY$ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY$ (Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNEDSCHEDULED BODILY INJURY (Per accident)$ AUTOS ONLYAUTOS NON-OWNED HIREDPROPERTY DAMAGE $ (Per accident) AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB EACH OCCURRENCE$ OCCUR EXCESS LIAB CLAIMS-MADEAGGREGATE$ $ DEDRETENTION$ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N ANYP ROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under E.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD ItemQTYMSRPExtVENDOR1 GLC-BX-U-AO66$ 316.20$ 20,869.20$ 307.50 IE-3200-8P2S-E37$ 5,063.30$ 187,342.10$ 4,294.29 IE3200-DNA-E-3Y37$ 276.30$ 10,223.10$ 143.50 CON-SNT-IE32008S1$ 712.21$ 712.21$ 557.11 C9407R-96U-BNDL-A1$ 14,909.62$ 14,909.62$ 15,021.34 C9400-PWR-3200AC4$ 1,602.97$ 6,411.88$ 1,330.64 C9400-DNA-A-3Y1$ 9,263.77$ 9,263.77$ 8,293.29 C9400-LC-48H-B1$ 2,290.25$ 2,290.25$ 1,958.83 C9400-SUP-1XL-B1$ 3,893.23$ 3,893.23$ 3,326.60 C9400-SUP-1XL/21$ 14,792.92$ 14,792.92$ 12,641.09 C9400-LC-48S1$ 19,226.80$ 19,226.80$ 16,306.88 CON-SNTP-C9407R9A1$ 11,765.50$ 11,765.50$ 6,377.40 $ 301,700.58 ExtPresidio+/-Ext $ 20,295.00$ 124.80$ 182.70$ 8,236.80 $ 158,888.73$ 3,645.66 $ 648.63$ 134,889.42 $ 5,309.50$ 121.84$ 21.66$ 4,508.08 $ 557.11$ 526.16$ 30.95$ 526.16 $ 15,021.34$ 11,552.06$ 3,469.28 $ 11,552.06 $ 5,322.56$ 1,206.54 $ 124.10$ 4,826.16 $ 8,293.29$ 7,600.04 $ 693.25$ 7,600.04 $ 1,958.83$ 1,774.33 $ 184.50$ 1,774.33 $ 3,326.60$ 3,016.36 $ 310.24$ 3,016.36 $ 12,641.09$ 11,462.15$ 1,178.94 $ 11,462.15 $ 16,306.88$ 14,786.06$ 1,520.82 $ 14,786.06 $ 6,377.40$ 4,985.25 $ 1,392.15 $ 4,985.25 $ 254,298.33$ 208,162.87 $ 47,402.25$ 93,537.71 MSRP SavingsMSRP Savings $ 46,135.46Vendor1 Savings $ 35,387.6917%Price increase 1/30/2022 $ 243,550.56 AGENDA BILL CITY OF BREMERTON A13 CITY COUNCIL SUBJECT: Study Session Date: February 9, 2022 Reclass vacant Asset Manager Position from COUNCIL MEETING Date: February 16, 2022 Grade 12 to Grade 15 of the Management Department: Finance/Public Works Professional Salary Plan Presenter: Mike Riley/Tom Knuckey Phone: (360) 473-5303 SUMMARY: The Asset Manager position was included and adopted into the fiscal year 2020 budget at Pay Band 12. Due to the unknown financial impacts of the Covid-19 pandemic, the City did not recruit the position until January 2021. The position has been actively recruited for over a year with limited qualified candidates applying. With relative limited public sector comps, human resources were asked to take another look at the market and consider the position and internal equity with other like skilled positions in the city. After review of other like positions in municipal and non-municipal government and a review of internal equity, it is recommended to reclass the position to Grade 15 of the Management Professional Salary Plan ATTACHMENTS: Management Professional Salary Plan 2021; Asset Management Overview; Staff Report FISCAL IMPACTS (Include Budgeted Amount): The position is currently budgeted at Grade 12 - $132,382; Grade 15 - $155,000. Due to the timing of filling the vacant position in 2022, a budget adjustment will not be needed. STUDY SESSION AGENDA: Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda General Business Public Hearing RECOMMENDED MOTION: Move to approve the Asset Manager reclass from Pay Grade 12 to Pay Grade 15 per the Management Professional Salary Plan. COUNCIL ACTION: Approve Deny Table Continue No Action Form Updated 01/02/2018 Staffing Analysis Asset Manager Adopted position for fiscal year 2020 Limited comps available set at band 12 Initial recruitment January 2021 City initially invited four candidates for interview o Two candidates withdrew from interview o Remaining passing candidate was offered position, but ultimately declined offer st Continued recruitment on multiple forums through 1 week in January 2022 with limited candidate interest. Pulled recruitment down to consider reclass on salary schedule due to feedback from candidates and limited qualified candidate interest. Review for Reclass Consideration There was no true comparable found for this position. The positions found that remotely matched this position were positions within the City of Seattle, City of Redmond, and Alderwood Water & Wastewater District. For internal equity purposes, it is Human Resources recommendation that this position should be moved from Band 12 to Band 15 on the Management, Professional, Confidential & Fiduciary Salary Plan. The facts that support this recommendation are below: Education and experience requirements Position manages a complex program independently Critical decision making Level of independent decision making, and judgment utilized Grade 12 Rate 1 - $81,229.44; Rate 8 - $98,970.24 Grade 15 Rate 1 - $94,200.96; Rate 8 - $114,774.72 Variance $12,971.52; $15,774.48 nd For 2022, no budget adjustment will be necessary since hire will not take place until likely 2 quarter.