HomeMy WebLinkAbout04/06/2022 CITY COUNCIL AGENDA PACKET______________________________________________________________
CITY COUNCIL 345 6th Street, Suite 100, Bremerton, WA 98337 - Phone (360) 473-5280
* * * A M E N D E D * * *
WEDNESDAY, APRIL 6, 2022
CITY COUNCIL Virtual/Live Stream MEETING AGENDA
To help reduce the spread of COVID-19, the City Council is conducting a virtual meeting. The Chambers
remains closed, and all Council Members and staff will be participating in the meeting remotely. The
public is invited to view and/or participate in the Council Meeting through one of the following options:
To stream online only (via BKAT Feed, with no interaction possible):
https://bremerton.vod.castus.tv/vod/?live=ch1&nav=live
Members of the public are invited to join the Zoom Meeting by clicking on the link below:
https://us02web.zoom.us/j/81594270152?pwd=bW1mbHg3bDB2Y0JtZkE5cG05aHpJZz09
Or One tap mobile:
US: +12532158782,,81594270152#,,,,*173061# or +13462487799,,81594270152#,,,,*173061#
Or Telephone: Dial (for higher quality, dial a number based on your current location):
US: +1 253 215 8782 or +1 346 248 7799 or +1 669 900 6833 or +1 301 715 8592
Webinar ID: 815 9427 0152
Passcode: 173061
Public questions or comments may be submitted ahead of time to City.Council@ci.bremerton.wa.us
1. CALL TO ORDER: 5:30 P.M.
2. ELECTION OF 2022 COUNCIL OFFICER
A. Vice President
3. MAYOR'S REPORT
4. PUBLIC RECOGNITION
5. CONSENT AGENDA
A. Claims & Check Register
B. Minutes of Meeting – March 16, 2022
C. Minutes of Special Meeting – March 23, 2022
D. Minutes of Study Session – March 23, 2022
E. Modification No. 4 to Goods and Services Agreement with AquaTechnex LLC for Phoslock
Treatment and Aquatic Vegetation Harvesting of Kitsap Lake
F. Interlocal Agreement for Public Safety Records Management System Software
G. Contract with Active Construction, Inc. for Price Road and Brentwood Drive Culvert Replacement
Project; and related Budget Amendment
Continued on next page…
H. Professional Services Agreement with Murraysmith, Inc. for the Well 9 Site Redevelopment
Project
I. Confirm Appointment of Kirstie Haertel to the Bremerton Citizen’s Commission on Council
Salaries
J. Confirm Reappointment of Deborah McDaniel to the Bremerton Citizen’s Commission on
Council Salaries
K. Approval of Collective Bargaining Agreement between the City of Bremerton and the
International Association of Firefighters Local 437; and related Budget Amendment
L. Approval of Collective Bargaining Agreement between the City of Bremerton and Teamsters
Local 589; Approval of the Management and Professional Employees Salary Schedule; and
related Budget Amendment
M. Purchase Agreement with Trebron Security, LLC for SOPHOS Firewall Appliance Upgrade and
License Agreement Renewal
N. Change Order No. 2 to Public Works Agreement with Hokkaido Drilling, Inc. to purchase Pump
Replacement for the Well 13 Rehabilitation Project
6. GENERAL BUSINESS
A. Waste Management 2022 Citizen Outreach Plan
B. Amendment No. 6 to the Concession and Management Agreement between the City of
Bremerton and YMCA of Pierce & Kitsap Counties
7. PUBLIC HEARING
A. Final Public Hearing on the 2nd Amendment to the Concession Agreement with Olympic Soccer
& Sports Center, LLC
8. COUNCIL MEMBER REPORTS
9. EXECUTIVE SESSION Item pulled…
A. 15-Minutes to discuss Potential Litigation, which is allowed under RCW 42.30.110 (1) (i)
No Council action is anticipated…
10. ADJOURNMENT OF CITY COUNCIL BUSINESS MEETING
Denise Frey
Welcome
District 2
Council Member
2022 VIRTUAL ELECTION PROCEDURE
1. Presiding Officer shall ask: “Are there nominations for the office of Vice
President?”
2. Any member may then say: “I nominate ________________.”
3. Nominations do not require a second.
4. Presiding Officer should repeat the request for further nominations.
5. The Presiding Officer may declare nominations closed or a member of the
Council may move that nominations for that office are closed – this does not
require a second.
6. Council Members will cast their vote through Zoom CHAT directed to the City
Clerk.
7. The vote of each Council member will be read aloud by the City Clerk.
8. The City Clerk will then tally the votes and announce the winner. A majority
of those sitting determines the election.
9. If there is only one nominee for a position, a member may make a motion
directing the City Clerk to “cast the vote for ____________________, for the
position of Vice President.” The members are then asked to vote by roll call.
A majority of those sitting determines the election.
10. For further information, see “Roberts Rules of Order”.
2A
PROCLAMATION
WHEREAS, in 1872 J. Sterling Morton proposed to the Nebraska Board of
Agriculture that a special day be set aside for the planting of trees; and
WHEREAS, trees can reduce the erosion of our precious topsoil by wind
and water, cut heating and cooling costs, moderate the temperature, clean the air,
produce life-giving oxygen, and provide habitat for wildlife; and
WHEREAS, trees in our city increase property values, enhance the
economic vitality of business areas, and beautify our community; and
WHEREAS, Bremerton has been named a Tree City USA by the National
Arbor Foundation for the 26th straight year; and
WHEREAS, in honor of Arbor Day, our Parks and Recreation Department
and the City’s Tree Committee are planting three Coral Bark Maples at Evergreen
Rotary Park, 1500 Park Ave. on Friday, April 22nd in celebration of trees and
extolling their attributes;
NOW, THEREFORE, I, Greg Wheeler, Mayor of the City of Bremerton do
hereby proclaim April 22nd, 2022 as
ARBOR DAY
in the City of Bremerton and I urge all citizens to celebrate Arbor Day and support
efforts to protect our trees and woodlands.
SIGNED this 6th day of April 2022.
Greg Wheeler, Mayor
April 6, 2022
Council Meeting
Item 3. Mayor’s Report
The City of Bremerton will be celebrating 26 years as a
Tree City USA city with the planting of three Coral Bark
Maples at Evergreen Rotary Park in honor of Arbor Day.
Citizens are encouraged to become involved with the
preservation, planting, and nurturing of urban trees.
For more information contact
Bremerton Parks & Recreation
(360) 473-5305
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Study Session Date: N/A
Claims & Check Register COUNCIL MEETING Date: April 6, 2022
Department: Legal Services
Presenter: Angela Hoover
Phone: (360) 473-5323
SUMMARY:
Approval of the following checks and electronic fund transfers:
1. Check Numbers 397533-397792 and Electronic Fund Transfers V34867-V34978 in the grand
total amount of $3,667,610.81
2. Regular Payroll for pay period ending March 15, 2022 in the amount of $978,645.66
3. Regular Payroll Payouts & Corrections for pay period ending March 15, 2022 in the amount of
$11,616.68
4. Retiree Payroll for pay period ending March 31, 2022 in the amount of $51,942.26
5. Regular Payroll for pay period ending March 31, 2022 in the amount of $990,940.30
ATTACHMENTS:
FISCAL IMPACTS (Include Budgeted Amount):
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve the consent agenda as presented.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/02/2018
5A
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Minutes of Meeting –
March 16, 2022
Study Session Date: N/A
COUNCIL MEETING Date: April 6, 2022
Department: City Council
Presenter: Council President
Phone: (360) 473-5280
SUMMARY: The Minutes of Meeting held on March 16, 2022 are attached.
ATTACHMENTS: Meeting Minutes
FISCAL IMPACTS (Include Budgeted Amount): None
STUDY SESSION AGENDA: ☒ N/A
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve the March 16, 2022 Meeting Minutes as presented.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 11/3/17
5B
2
DIGITAL RECORDING
CITY COUNCIL MEETING MINUTES
Wednesday, March 16, 2022
A virtual meeting of the City Council of the City of Bremerton was called to order Wednesday, March
16, 2022, at 5:30 PM with Council President Michael Goodnow presiding. Council Members present
were Eric Younger, Anna Mockler, Jeff Coughlin, Leslie Daugs (left meeting at 7:35 PM), and
Jennifer Chamberlin. Council Member Quinn Dennehy was absent. Also present were City Attorney
Kylie Finnell; City Clerk Angela Hoover; Legislative Office Manager Lori Smith; and IT Network
Engineer Hans Nilsson.
President Goodnow announced that the City Council is continuing to conduct meetings virtually,
but we will soon start a plan for transitioning from Zoom to in-person and/or hybrid meetings, likely
beginning in April…
MAYOR’S REPORT Mayor Wheeler was pleased to report on…
The Quincy Square Project, and that it is now fully funded;
Kitsap Lake’s successful clean-up efforts;
CDBG/HOME accomplishments and progress; and
Expressed his honor and appreciation to serve with Council Member Leslie Daugs.
PUBLIC RECOGNITION
Comments from the public in recognition of Leslie Daug’s 10-years of service were provided by
Lori Wheat; Daryl Daugs; Clarence Moriwaki; Johanna Baxter; Kurt Weist; Susan Brooks-
Young; Joe Roszak; Joe Deets; Sheelan; Darryl Riley; Alejandra Pulido; Mark Koontz;
Senator Christine Rolfes; Rusty Grable; Craig Patti; Tessa Bolosan; Dana Coggon; Heather
Pauley; Dr. Karen Bolton; Airen Lydick; Jen Stayrook; The Conduit Marwan Cameron; Mary
with the Makah Tribe; Mike Benefiel; Akuyea Karen Vargas; Senator Emily Randall; and
Cristina Roark with Kitsap Strong… A statement on another matter was read into the record by
PamAlonia McCrary…
CONSENT AGENDA
4A – Claims & Check Register: Check Numbers 397344 through 397532 and EFT-V34760
through EFT-V34866 in the grand total amount of $3,107,284.02; and Regular Payroll for
pay period ending February 28, 2022 in the amount of $872,984.25
4B – Minutes of Meeting – March 2, 2022
4C – Minutes of Study Session – March 9, 2022
4D – Purchase of 2022 Replacement Vehicles (Order No. 2)
4E – Lease Agreement with the Suquamish Tribe for the Gorst Creek Hatchery Area
4F – Goods and Services Agreement with ADT Commercial for Fire/Security Alarm Systems,
Fire Suppression Systems; and Alarm Monitoring, Maintenance and Testing
4G – Contract with Pape & Sons Construction, Inc. for Oyster Bay Avenue Force Main
Replacement Project; and related Budget Amendment
4H – Public Works Agreement with Vet Industrial, Inc. for the 2022 Sewer Pipe Repairs – Various
Locations Project
There were no questions and comments from the public…
6:27 M/S/C/U (Daugs/Mockler) Move to approve the CONSENT AGENDA as presented.
City Council Reg. Mtg. Minutes
Wednesday, March 16, 2022
Page 2 of 4
5A – PUBLIC HEARING (1ST OF 2) ON THE 2ND AMENDMENT TO THE CONCESSION
AGREEMENT WITH OLYMPIC SOCCER & SPORTS CENTER, LLC: Parks & Recreation
Director Jeff Elevado stated that on October 30, 2006, the City entered into the “First Amended
Concession Agreement” with Olympic Soccer & Sports Center, LLC for the ground and use
concession agreement for the privately owned indoor soccer and sports facility located at
Pendergast Regional Park. The City was notified on February 1, 2022 that the current owners had
entered into a Purchase and Sale Agreement with Evolution Soccer, LLC for the sale of the
business and building. OSSC wishes to assign the concession agreement to Evolution Soccer,
LLC and Evolution Soccer, LLC desires to increase the number of options to renew the agreement
to meet requirements of their funding institution. This Amendment, if approved, will assign the
Concession Agreement to Evolution Soccer, LLC and add an additional 10-year renewal option to
the current agreement. The Bremerton Parks and Recreation Commission has reviewed the
request and recommended approval by City Council at their February 22nd, 2022, public meeting.
Ownership of the underlying property upon which the building and business is located will remain
with the City.
President Goodnow explained the purpose of this Public Hearing is to accept public comment
only; and that no action will be taken until the 2nd Public Hearing on April 6, 2022…
Comments from the public were provided by Jen Staybrook; Jake LeFleur; and Allison Molnar…
With no further questions or comments, President Goodnow closed the hearing…
5B – PUBLIC HEARING ON ORDINANCE NO. 5477 AMENDING CHAPTER 3.78 TO THE
BREMERTON MUNICIPAL CODE (BMC) ENTITLED “MULTIFAMILY PROPERTY TAX
EXEMPTION”: Planning Manager Garrett Jackson explained that in order to prioritize the
creation of affordable housing, Mayor Wheeler has directed staff to propose code revisions to the
Multifamily Property Tax Exemption (MFTE) program authorized under BMC 3.78 for City Council’s
consideration. In October 2006 the Bremerton City Council enacted the City’s implementation of
the State’s Multi Family Tax Exemption (MFTE) tool to encourage housing growth. What is an
MFTE? It allows certain development improvements to be exempt from ad valorem property taxes
for a period of time (8 to 12 years depending on the type of housing units), and its often an
important tool to make projects move forward from an investment standpoint. Why would the City
adopt a program like this? It was originally established to encourage increased residential
opportunities within designated target areas and it was intended to stimulate new construction and
rehabilitation of existing buildings. At the time that this program was adopted the city’s growth and
development was lacking, and it was believed that this was an important incentive to encourage
housing growth. Now, nearly 16 years since the initial adoption of the MFTE program, the city is
experiencing record breaking permit activity, and our housing prices are climbing. Given these
indicators of increased growth and revitalization, it is important to take a look at the MFTE tool and
ensure that the City’s implementation of this program is used to incentivize growth in areas where
we are lacking. In order to shift the purpose of the program to a focus on affordable housing, the
following revisions are proposed:
Discontinuing the 8 year “market rate” housing development option
Requiring the affordable units be affordable to low-income households
Ensuring that there are affordable units across all unit sizes in a project
Add provisions for tenant relocation assistance
Add new options for longer 20-year tax exemption pursuant to State law
Allow projects that are currently close to submittal adequate time to make complete
applications – the proposed changes would begin on July 1, 2022.
President Goodnow explained the purpose of this Hearing is to accept public comment only…
City Council Reg. Mtg. Minutes
Wednesday, March 16, 2022
Page 3 of 4
Comments from the public were provided by James Clough; Jane Rebelowski; Dan Herron; Jeff
Campbell; and Mary Ann Weber with the West Sound Group…
With no further questions or comments, President Goodnow closed the hearing…
COUNCIL MEMBER REPORTS
Eric Younger conveyed his appreciation to the administration for the work done to clean up Kitsap
Lake; and expressed words of support and best wishes for Leslie Daugs.
Anna Mockler reported on issues in District 6 and was so sad to see Leslie Daugs leave office.
Jeff Coughlin reported on curb and sidewalk improvements to be made by Public Works with
CDBG funds; new bike racks are now located near the ferry terminal; and most of the Quincy
Square Project construction is anticipated in 2023. He too expressed his appreciation to Council
Member Leslie Daugs for her 10 years of service to the community.
Leslie Daugs with her resignation effective March 18, she read a statement to thank everyone she
worked with during the past 10-years serving on the Council, and to say goodbye.
Jennifer Chamberlin mentioned the tragic case that recently took place in District 1 where a
person lost their life to suicide; made known the family of Syanna Puryear-Tucker continue to meet
monthly in memory of their sister and friend who lost her life during a fight with another teen in
January 2021, and have organized a “March for Justice for Syanna” starting at Bremerton High
School at 3:00 PM on Wednesday, March 30; and lastly, she too expressed it was an honor to
serve with Council Member Leslie Daugs.
Michael Goodnow announced that volunteers are welcome to join the next Stewardship Day at
Forest Ridge Park on Saturday, March 19 from 9:00 AM to Noon, as well as the Charleston Clean-
Up on Saturday, April 23 from 9:00 AM to 1:00 PM; recognized Council Vice President Leslie
Daugs for her contributions made over more than 10-years serving as the District 2 Council
Member, and thanked her for her years of service to the City.
EXECUTIVE SESSION
At 7:38 PM, President Goodnow announced that a 15-Minute Executive Session would be held to
discuss Current/Potential Litigation as allowed under RCW 42.30.110(1)(i); and that no Council
action is anticipated…
At 7:54 PM, President Goodnow called the meeting back to order…
President Goodnow provided a reminder that until further notice, meetings will continue to be held
remotely, including a Special Meeting to Interview Applicants and Confirm the District 2 Council
Member next Wednesday, on March 23 beginning at 4:00 PM immediately followed by a Study
Session beginning at approx. 5:00 PM. He also encouraged qualified District 2 residents to apply
to fill the soon to be vacant seat.
With no further business, President Goodnow adjourned the Council Meeting at 7:55 PM.
Prepared and Submitted by:
______________________________
LORI SMITH
Legislative Office Manager
City Council Reg. Mtg. Minutes
Wednesday, March 16, 2022
Page 4 of 4
APPROVED by the City Council on the 6th day of April, 2022.
________________________________________
MICHAEL GOODNOW , City Council President
Attest:
________________________________________
ANGELA HOOVER, City Clerk
MG:AH:ls:cg
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Minutes of Special Meeting –
March 23, 2022
Study Session Date: N/A
COUNCIL MEETING Date: April 6, 2022
Department: City Council
Presenter: Council President
Phone: (360) 473-5280
SUMMARY: The Minutes of Special Meeting held on March 23, 2022 are attached.
ATTACHMENTS: Meeting Minutes
FISCAL IMPACTS (Include Budgeted Amount): None
STUDY SESSION AGENDA: ☒ N/A
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve the March 23, 2022 Special Meeting Minutes as presented.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 11/3/17
5C
2
DIGITAL RECORDING
CITY COUNCIL SPECIAL MEETING MINUTES
Wednesday, March 23, 2022
A Special Meeting of the City Council of the City of Bremerton was called to order on Wednesday,
March 23, 2022, at 4:02 PM, with Council President Michael Goodnow presiding. Council Members
present were Eric Younger, Anna Mockler, Quinn Dennehy, Jeff Coughlin, and Jennifer Chamberlin.
The District 2 seat was vacant. Also present were Legislative Office Manager Lori Smith, Legislative
Assistant Christine Grenier, City Clerk Angela Hoover, and IT Manager Dave Sorensen.
President Goodnow established that to help reduce the spread of COVID-19, the City Council is
conducting the Special Meeting via Zoom, and all Council Members, staff, and candidates will be
participating remotely…
A. DISTRICT 2 CANDIDATE INTERVIEWS – The following candidates submitted applications for
the District 2 Appointment. The interview will consist of asking each candidate the same 7
questions; with the order of candidates rotated. No time limit was set for their responses.
Denise Frey
Sean Bowen
Judith Berry Withdrawn by applicant
Robert Collins
B. EXECUTIVE SESSION
At 4:42 PM, President Goodnow announced that a 15-Minute Executive Session would be
held to discuss “Qualifications of Applicants/Candidates for Appointment to an Elective Office”,
as allowed under RCW 42.30.110 (1) (h); and that action is anticipated…
After a few technical difficulties were resolved, President Goodnow called the meeting back to
order at 5:04 PM…
C. APPOINTMENT OF DISTRICT 2 COUNCIL MEMBER – To serve until the results of the next
Municipal General Election on November 7, 2023 are certified.
At 5:06 PM, after a tally of votes was taken, President Goodnow announced the following:
Voted in Favor of Denise Frey: Chamberlin, Coughlin, Dennehy, Mockler, Younger, Goodnow
By a unanimous vote, Denise Frey was appointed as the District 2 Council Member.
President Goodnow thanked the candidates for participating in the process; congratulated newly
appointed District 2 Council Member Denise Frey; announced that she would be Sworn-In by
Judge Tracy Flood as soon as a date could be coordinated; and established that immediately after
adjournment, the Council would be meeting for their regular Study Session.
With no further business, President Goodnow adjourned the Council Special Meeting at 5:07 PM.
Prepared and Submitted by:
CHRISTINE GRENIER
Legislative Assistant
City Council Special Meeting Minutes
Wednesday, March 23, 2022
Page 2 of 2
APPROVED by the City Council on the 6th day of April, 2022.
______________________________
MICHAEL GOODNOW , Council President
ATTEST:
______________________________
ANGELA HOOVER, City Clerk
MG:AH:ls:cg
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Minutes of Study Session –
March 23, 2022
Study Session Date: N/A
COUNCIL MEETING Date: April 6, 2022
Department: City Council
Presenter: Council President
Phone: (360) 473-5280
SUMMARY: The Minutes of Study Session held on March 23, 2022 are attached.
ATTACHMENTS: Study Session Minutes
FISCAL IMPACTS (Include Budgeted Amount): None
STUDY SESSION AGENDA: ☒ N/A
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve the March 23, 2022 Study Session Minutes as presented.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 11/3/17
5D
2
CITY COUNCIL STUDY SESSION MINUTES
Wednesday, March 23, 2022
A virtual Study Session of the City Council of the City of Bremerton was called to order on
Wednesday, March 23, 2022 at 5:10 PM, with Council President Michael Goodnow presiding. Other
Council Members present were Eric Younger, Anna Mockler, Quinn Dennehy, Jeff Coughlin, and
Jennifer Chamberlin. The District 2 Seat was vacant. Also present were Legislative Assistant
Christine Grenier and IT Manager Dave Sorensen.
President Goodnow established that the City Council is conducting the Study Session via Zoom,
and that all Council Members and staff will be participating remotely.
He further established that the Study Session is open for the public to listen-in, there will be no
opportunities for input; but except for Item C1, no action is anticipated; the content of these items is
subject to change; and announced that tonight’s Agenda was amended to add an Executive Session
with action anticipated…
If approved by the Council, these items will be placed on the April 6, 2022 City Council Virtual
Meeting Agenda…
A. BRIEFINGS on AGENDA BILL ITEMS
1. Modification No. 4 to Goods & Services Agreement with AquaTechnex LLC for Phoslock
Treatment and Aquatic Vegetation Harvesting of Kitsap Lake Consent Agenda
2. Utility Cost of Services Analysis & General Facility Charge Review Information Only
3. Proposed Waste Management 2022 Citizen Outreach Plan General Business
4. Interlocal Agreement for Public Safety Records Management Software Consent Agenda
5. Contract for the Price Road and Brentwood Drive Culvert Replacement Project; and related
Budget Amendment Consent Agenda
President Goodnow called a recess from 6:41 to 6:47 PM…
6. Professional Services Agreement with Murraysmith, Inc. for Well 9 Site Redevelopment
Project Consent Agenda
7. Confirm Appointment of Kirstie Haertel to the Bremerton Citizen’s Commission on Council
Salaries Consent Agenda
8. Confirm Reappointment of Deborah McDaniel to the Bremerton Citizen’s Commission on
Council Salaries Consent Agenda
9. Approval of Collective Bargaining Agreement between the City of Bremerton and the
International Association of Firefighters Local 437; and related Budget Amendment
Consent Agenda
10. Approval of Collective Bargaining Agreement between the City of Bremerton and
Teamsters Local 589; Approval of the Management and Professional Employees Salary
Schedule; and related Budget Amendment Consent Agenda
11. Proposed Final Public Hearing on the 2nd Amendment to the Concession Agreement with
Olympic Sport & Soccer Center
12. Purchase Agreement with Trebron Security, LLC for SOPHOS Firewall Appliance Upgrade
and License Agreement Renewal Consent Agenda
City Council Study Session Minutes
Wednesday, March 23, 2022
Page 2 of 2
13. Change Order No. 2 to Public Works Agreement with Hokkaido Drilling, Inc. to purchase
Pump Replacement for the Well 13 Rehabilitation Project Consent Agenda
14. Continued discussion to shape the “Multifamily Property Tax Exemption” (MFTE) ordinance
amending Chapter 3.78 of the Bremerton Municipal Code Information Only
15. Amendment No. 6 to Concession & Management Agreement between the City of
Bremerton and the YMCA of Kitsap & Pierce Counties General Business
B. GENERAL COUNCIL BUSINESS
o Race Equity Advisory Committee Monthly Briefing (Last Meeting 3/10/22) – Chair Jennifer
Chamberlin
o Public Works Committee Monthly Briefing (Last Meeting 3/15/22) – Chair Eric Younger
o Finance, Investment & Parking Committee Monthly Briefing (Last Meeting 3/22/22) – Vice
Chair Jennifer Chamberlin
o Other General Council Business was briefly discussed.
C. EXECUTIVE SESSION
At 9:48 PM, President Goodnow announced that a 15-minute Executive Session would be held
to “evaluate the qualifications of an applicant for public employment” as allowed under RCW
42.30.110 (1) (g); and that action is anticipated…
At 10:03 PM, President Goodnow called the meeting back to order, and asked City Attorney
Kylie Finnell to read the Motion…
10:03 M/S/C/U (Dennehy/Mockler) Move to approve offering Assistant City Prosecutor to
applicant Amanda Harvey with compensation at Rate 6 with 25 days of vacation.
President Goodnow reminded the public that due to the 5th Wednesday, there would be no
Council Meeting held next week; and that all meetings will be held remotely until further notice,
including the next Council Meeting on Wednesday, April 6, 2022, beginning at 5:30 PM.
With no further business, the Study Session was adjourned at 10:04 PM.
Prepared and Submitted by:
CHRISTINE GRENIER
Legislative Assistant
APPROVED by the City Council on the 6th day of April, 2022.
MICHAEL GOODNOW , Council President
ATTEST:
______________________________
ANGELA HOOVER, City Clerk
MG:AH:ls:cg
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Study Session Date: March 23, 2022
Modification No. 4 to Goods and Services
Agreement with AquaTechnex LLC for
Phoslock Treatment and Aquatic Vegetation
Harvesting of Kitsap Lake
COUNCIL MEETING Date: April 6, 2022
Department: Public Works & Utilities
Presenter: Chance Berthiaume
Phone: (360) 473-5929
SUMMARY: The contract amendment extends and funds work to improve Kitsap Lake water quality
through Phoslock application, submerged aquatic vegetation harvesting, and invasive vegetation
control on the shoreline by AquaTechnex LLC., through December 31, 2022. Phoslock reduces
available phosphorus to eliminate blue-green algae blooms and restores water quality to an
acceptable condition for use by human, animal, and fish. Harvesting removes excess aquatic
vegetation biomass to reduce phosphorus released during decomposition. AquaTechnex will treat
the lake with Phoslock in May and begin harvesting in July of 2022 with a second partial Phoslock
treatment in August. NPDES Permit coverage is in place and will be renewed during the 2022
contract term.
ATTACHMENTS: 1) AquaTechnex LLC Goods & Services Agreement Contract Modification No. 4;
2) Kitsap Lake Algae Control and Vegetation Control Summary
FISCAL IMPACTS (Include Budgeted Amount): The 2022 project cost is $175,000 with
expenditures split between the Stormwater Capital Fund ($87,500), and the General Fund ($87,500).
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION: Move to approve Contract Modification No. 4 to the Goods and
Services Agreement with AquaTechnex LLC in the amount not to exceed $175,000.00 for a total
amended contract amount of $565,571.25, including this Contract Modification; 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
5E
Page 1 of 4
Contract Modification
Rev. 09/2021
CONTRACT MODIFICATION AGREEMENT NO. 04
BETWEEN THE CITY OF BREMERTON AND AQUATECHNEX LLC
PROJECT Phoslock Treatment of Kitsap Lake
CONSULTANT AquaTechnex LLC
DATE ________________
THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE
Phoslock Treatment of Kitsap Lake AGREEMENT (the “Contract”) entered into between
the City of Bremerton and AquaTechnex LLC on May 20th, 2020 and as modified on
August 11, 2020, and May 14, 2021, as contract number 6113.
All provisions in the Contract shall remain in full force and effect except as expressly modified
by this document.
For valuable consideration and by mutual consent of the parties, the modifications to the
Contract are as follows:
I.
Section I. Scope , is modified as follows:
See Amended 2022 Scope of Work attached as Exhibit A for Kitsap Lake clean-up
Section II. Term , is modified as follows:
No Change.
Section III. Compensation , is modified as follows:
The original contract amount was $205,692.00). The current contract amount, including all
previous amendments is Three Hundred Ninety Thousand Five Hundred Seventy-One Dollars
and twenty-five cents ($ 390,571.25)] The City shall pay the Consultant for the additional work
described above, based on time and materials, an amount not to exceed One hundred Seventy-five
thousand Dollars ($175,000 .00) for a total amended contract amount of Five Hundred Sixty-
five Thousand and Five Hundred Seventy-one Dollars and twenty-five cents ($565,571.25),
including this Contract Modification.
II.
Consultant accepts all requirements of this Contract Modification by endorsing below.
Consultant further agrees that this Contract Modification constitutes full and final
settlement of all of the Consultant’s claims for contract time and for all costs of any kind,
including without limitation, costs of delays related to any work either covered or affected
by this Contract Modification, claims related to on-site or home office overhead, or lost
profits. This Contract Modification does not limit the City’s right to bring a claim for past
performance.
Page 2 of 4
Contract Modification
Rev. 09/2021
The undersigned consultant approves the foregoing Contract Modification as to the changes,
if any, in the contract price specified for each item, including any and all supervision costs
and other miscellaneous costs relating to the change in work, and as to the extension of time
allowed, if any, for completion of the entire work due to said Contract Modification.
This document will become a supplement of the contract and all provisions will apply hereto.
It is understood that this Contract Modification shall be effective when approved by the City
of Bremerton.
The parties whose names appear below warrant that they are authorized to enter into a
contract modification that is binding on the parties of this contract. In addition, Consultant
warrants that it has or will inform the surety of this change, and shall take appropriate action
to modify any bonds required under the contract to address this change.
IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day
and year first written above.
City Engineer / Public Works Director approved to process _________________________ (Initials and Date)
CONSULTANT THE CITY OF BREMERTON
By: By:
Print Name: Print Name:
Its: Its:
Date: Date:
APPROVED AS TO FORM: ATTEST:
By: By:
KYLIE J. FINNELL, Bremerton City Attorney ANGELA HOOVER, City Clerk
R:\Legal\Legal\Forms\FORMS ON COBWEB\Contract Modification Rev. 09 2021.docx
Page 3 of 4
Contract Modification
Rev. 09/2021
EXHIBIT A
2022 Scope of Work
Phoslock Treatment Application:
• In May, apply Phoslock to the entire lake to sequester free reactive phosphorus at a dose
determined by analyzed samples. The City will collect lake samples and provide results
for free reactive phosphorus levels below 10ug/l that will be used to determine dosage
needs. The city will continue follow-up phosphorus monitoring through early October to
track effectiveness of the application. A second dose deep water application will occur
late July or early August to sequester phosphorus levels below the thermocline, as
verified by samples, to prevent a late summer algae bloom.
Herbicide Application:
• Repeat the shoreline noxious emergent vegetation treatment program and retreat areas
where there is new growth of invasive aquatic and shoreline species. These areas will be
treated with Clearcast which is approved in the Ecology issued NPDES Permit.
Aquatic Vegetation Harvesting:
• Excessive submerged aquatic vegetation growth will be harvested along the shoreline
around the entire lake, except for Bull Rush which is outside of the scope of work.
AquaTechnex will provide an aquatic weed harvesting system with operators to cut
vegetation as directed by City staff. The City will determine the number of days this
option will be funded from this budget.
Compliance with all requirements of the NPDES Aquatic Permit is the sole responsibility of
AquaTechnex LLC. Public notifications for treatment activities will be completed as required
and in accordance with Permit timelines and areas.
Cost Schedule
Item Timeline and comments Budget
NPDES Permitting When Ecology Bills, estimated
and will provide exact cost
when they do
$750.00
Perform water sampling and
treatment planning
April 2021 $2,000.00
Phoslock Budget Proposed budget for First
Phoslock treatment, will have to
be based on conditions in the
lake driven by sampling
$80,000.00
Aquatic Weed Harvesting
Budget
Daily rate for aquatic weed
harvester is $2,100.00.
Mobilization is $2,500.00
$40,000.00
Second potential Phoslock
Treatment for deep water
zones
July/August if determined is
needed, budget unknown
$35,000.00
Page 4 of 4
Contract Modification
Rev. 09/2021
Shoreline emergent noxious
weed treatment work
August $2,500.00
Subtotal $160,250.00
Sales Tax $14,422.50
Total $174,672.50
Kitsap Lake Algae Control and Aquatic Vegetation Control, 3/7/2022
Proposed scope of work with 2022 contract services from AquaTechnex LLC. include:
• $80,000 - Phoslock application to entire lake with possible second application in August
• $40,000 - Harvesting of excess aquatic vegetation
• $2,500 - Reapply herbicide to invasive shoreline vegetation and aquatic species
• $750 - Reapply for NPDES Permit
• $2,000 – Water quality sampling
• $35,000 Second Phoslock application in deep water portions of the lake
• Tax: $14,422.50
• Total contract - $175,000
Kitsap Lake Cleanup Background
Kitsap Lake water quality and aquatic vegetation have been studied for the past two decades. The lake is
fed by streams, springs, and stormwater runoff which carries nutrients into the lake. The lake has a very
limited exchange of water, so pollutants tend to “hangout” in the lake and settle to the bottom.
Accumulated sediment nutrients support aggressive aquatic vegetation growth and feeds potentially
toxic cyanobacteria (Blue-green algae) blooms. Further, the lake attracts waterfowl whose waste
contains bacteria including E-coli that further impairs water quality. Historically, these elevated bacteria
levels and cyanobacteria algae blooms prompted lake contact recreation advisories and closures each
year.
Mayor Wheeler and City Council identified Kitsap Lake as a priority concern and dedicated resources to
improve lake quality and restore recreational opportunities to the community. In late 2018, the City met
with lakefront property owners to discuss lake water quality and developed a partnership committed to
lake cleanup. Baseline water quality and lake sediment testing were completed in 2019, which defined
corrective actions needed. City staff complete seasonal water testing to track improvements or issues
associated treatment. Kitsap Public Health tests lake water to ensure it is safe for direct contact during
recreational use and fishing.
Water quality has improved significantly with no closures reported during the high use months of June
through August over the past two years. This is the third year of the project using Phoslock® (an
environmentally safe product) to control cyanobacteria growth in the lake. Algae blooms have occurred
outside of the high use periods. By comparison with pre-project blooms, these have been smaller and
shorter in duration. Continued project support will be needed over the coming years to maintain water
quality and control free reactive phosphorus in the lake.
The 2022 contract modification funds continued services from AquaTechnex LLC. that included:
• Phoslock application to sequester free reactive phosphorus in the water column and lock
phosphorus in the bottom sediments.
• Harvest excess aquatic vegetation in the shoreline area (littoral zone).
• Elimination of invasive shoreline vegetation species with application of Clearcast herbicide.
Case study completed with data collected by City staff showed 90% reduction of available phosphorus
and increased water clarity by 3 times baseline equal to 15 feet of depth.
Project manager:
Chance Berthiaume, CPMSM, Stormwater Permit Coordinator
Email: Chance.berthiaume@ci.bremerton.wa.us
Phone: (360) 473-5929
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Study Session Date: March 23, 2022
Interlocal Agreement for Public Safety
Records Management System Software
COUNCIL MEETING Date: April 6, 2022
Department: Police
Presenter: Kevin Crane
Phone: (360) 473-5480
SUMMARY:
Bremerton PD, Kitsap County, and agency partners have evaluated and reviewed available options
to replace the current Public Safety Records Management System Software and Jail Records
Management System Software to improve system functionality and meet the collective needs of the
parties.
This is a law enforcement records management system for all agencies within Kitsap County to
utilize. This new system will provide all agencies the ability to share and coordinate their police
records and to streamline the processes used by all officers and detectives in Kitsap County. This
new system is also a telecommunications linkage for all law enforcement and other criminal justice
agencies to query multiple state and national databases from one source rather than having to use
multiple sources and queries.
ATTACHMENTS:
Interlocal Agreement for Public Safety Records Management System Software
Kitsap County Regional Law Enforcement Records & Jail Management System 5-Year Cost of
Ownership Analysis
FISCAL IMPACTS (Include Budgeted Amount):
2022: $172,712
2023: $119,599
2024: $36,654
2025: $37,523
2026: $39,400
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve the Interlocal Agreement for a Public Safety Records Management Software; 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
5F
ILA RMS KC-529-21 1
KC-529-21
INTERLOCAL AGREEMENT FOR
PUBLIC SAFETY RECORDS MANAGEMENT SOFTWARE
THIS INTERLOCAL AGREEMENT FOR PUBLIC SAFETY RECORDS MANAGEMENT SOFTWARE
(“Agreement”) is entered this ________ day of 2022 (“Effective Date”) by and between Kitsap County,
a political subdivision of Washington state (“County”) and the City of Bainbridge Island, the City of
Bremerton, the City of Port Orchard, the City of Poulsbo, all Washington state municipal corporations,
and the Suquamish Tribe, a federally recognized tribe in Washington state whose duly authorized
governing body is the Suquamish Tribal Council (collectively “Agency Partners”). The County, cities,
and tribe will be collectively referred to as the “parties” and individually as a “party”.
RECITALS
WHEREAS, the Interlocal Cooperation Act, chapter 39.34 RCW authorizes Washington public agencies
as defined by RCW 39.34.020, to enter into cooperative agreements to jointly provide governmental
services, activities, or other undertakings, which each are authorized to perform by law,
WHEREAS, the County and the Agency Partners have traditionally shared in the use and associated
costs of Public Safety Records Management Software and related interfaces used by their respective
law enforcement agencies as a multi-jurisdictional collaboration, combining resources to promote cost
savings and share information,
WHEREAS, the County and the Agency Partners have been working collaboratively to evaluate and
review available options to replace the current Public Safety Records Management Software and Jail
Records Management Software to improve system functionality and meet the collective needs of the
parties,
WHEREAS, the County issued a Request for Proposal KC 2019-147 for Public Safety and Jail Records
Management Software (“RMS”) and intends to execute a contract with Executive Information Services,
Inc (“EIS”), the successful vendor chosen through the competitive process, to license, implement,
maintain, and support multi-Agency Public Safety Records Management Software and Jail Records
Management Software and related interfaces for the benefit of the County and Agency Partners, and
WHEREAS, the parties desire to execute this Agreement to address their respective proportionate
financial obligations and other responsibilities related to the RMS.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by
reference, and mutual promises and obligations, the parties agree as follows:
SECTION 1. DEFINITIONS
1.1 The following definitions will apply for all purposes, unless otherwise provided herein.
1. “Access” means the authority granted by the System Administrator to a party for its
respective Authorized Users to review or receive information from the RMS by way of any
type of interface (e.g., graphical user interface or browser user interface). Access will be
provided to any employee of a party at the designated permission levels authorized by that
party for Access to the Software by way of any type of interface.
2. “ACCESS” means a Central Computerized Enforcement Service System and refers to the
statewide law enforcement telecommunications system operated by the Washington State
Patrol (WSP). ACCESS provides telecommunications linkage to law enforcement and
other criminal justice agencies and a means for a party to query multiple state and national
databases to include information systems provided by the Department of Corrections,
Department of Licensing, Washington Crime Information Center and Washington State
Identification Section. ACCESS provides for national and international queries through the
International Justice and Public Safety Information Sharing Network (NLETS) switch to
include Interstate Identification Index and the National Crime Information Center (NCIC)
provided by the Federal Bureau of Investigation (FBI). NLETS provides responses from
ILA RMS KC-529-21 2
the Canadian Police Information Centre, Interpol, and other state hot file and licensing
information. ACCESS usage is limited to criminal justice purposes as outlined by FBI
standards, and as audited by WSP and the FBI.
3. “Agency Administrator” means one or more specially trained Authorized Users assigned
by the Chief Law Enforcement Officer of each party to perform RMS administrative
functions on behalf of that party, such as adding and removing Users from the RMS,
establishing User IDs, setting up Users with Authorized Uses, and the like. The Agency
Administrator may or may not be the Agency Lead.
4. “Agency Lead” means the person and their designee assigned by the Chief Law
Enforcement Officer of each party to participate as a member of the User Board on behalf
of the assigning party.
5. “Agency Partners” means the City of Bremerton, the City of Bainbridge Island, the City of
Port Orchard, the City of Poulsbo, and the Suquamish Tribe, on behalf of their respective
law enforcement agencies.
6. “Allocated Proportion” means the percentage of the total amount due from each party for
its proportionate financial share of all costs associate with the RMS for the life of the RMS,
which include, without limitation, RMS Costs, EIS Fees, County Support Services Fees,
and other fees and costs related to the RMS.
7. “Authorized Use” means the functions and capabilities a User is assigned and able to
perform based on the User identifications and passwords set by the Agency Administrator
and in compliance with WSP ACCESS and CJIS Security Policies.
8. “Authorized User” means any User who has passed the RMS authentication process and
is authorized by a party to use the RMS functions and components based on the
permissions established by that User's credentials (e.g., User identification and password)
and incompliance with the restrictions for the Authorized Use.
9. “Network Connectivity” means the capacity of the County network used to transmit data to
and from a party for access to and use of the RMS by the Agency Partner as identified by
the County IS.
10. “Change Management Process” means the process adopted by the User Board for
requesting, reviewing, and approving any requested change to the RMS and allocating
payment.
11. “Chief Law Enforcement Officer” means the Kitsap County Sheriff and the Chiefs of Police
for each law enforcement agency of each Agency Partner.
12. “Confidential Information” means the Software and any information disclosed that related
to the Software under this Agreement, whether such information is in oral, written, graphic
or electronic form, which: is (i) marked "Confidential," "Restricted," or "Proprietary
Information" or other similar marking, (ii) known by the receiving party to be considered
confidential or proprietary, such as the Software, or (iii) which should be known or
understood to be confidential or proprietary by an individual exercising reasonable
commercial judgment in the circumstances. Confidential Information does not include
information to the extent that such information: (i) is or becomes generally known to the
public by any means other than a breach of the obligations of a receiving party hereunder;
(ii) was previously known to the receiving party as evidenced by its written records; (iii) is
rightly received by the receiving party from a third party who is not under an obligation of
confidentiality; or (iv) is independently developed by the receiving party’s employees or
independent contractors who have not had access to or use of the other party's
Confidential Information which such independent development can be established by
evidence that would be acceptable to a court of competent jurisdiction.
13. “County IS” means the Kitsap County Information Services Department.
ILA RMS KC-529-21 3
14. “County IS Director” means the Director of the Kitsap County Information Services
Department.
15. “County Support Services” means the County IS technology and administrative
maintenance and support services, use of the server, network connectivity, unplanned
expenses, and administrative processing services provided by the County to the Agency
Partners, subject to the County’s receipt of payment of all monies when due under this
Agreement.
16. “County Support Services Fees” means the true and full value of the County Support
Services for the RMS and assessed to the parties in accordance with their respective
Allocated Proportion and identified in this Agreement. RCW 43.09.210.
17. “Criminal History Record Information” means information collected by criminal justice
agencies which are stored and available through the RMS such as identifiable
descriptions, notations of arrests, detentions, indictments, information, or other formal
criminal charges, and dispositions arising therefrom (e.g., sentencing, correctional
supervision, release, and the like).
18. “CJI” means the criminal justice information collected by criminal justice agencies for their
legally authorized use in performance of their duties, including Criminal History Record
Information and Intelligence and Investigative Information. It does not include a party’s
personnel or administrative records.
19. “CJIS Security Policies” means the CJI Services Security Policies or published standards
of the FBI, in effect during the term of this Agreement, related to the exchange of CJI
information and intended to protect the full lifecycle of CJI, whether at rest or in transit,
relating to the creation, viewing, modification, transmission, dissemination, storage, and
destruction of CJI. The requirements of CJIS Security Policies apply to every individual
with access to CJI including, without limitation, contractors, private entities, noncriminal
justice agency representatives, or members of a criminal justice entity.
20. “Documentation” means user guides, operating manuals, educational materials, product
descriptions and specifications, technical manuals, supporting materials, and other
information regarding the Software, regardless of the media on which it is provided, that
have been provided by and/or generated by or on behalf of EIS or the County for the
Agency Partners which may be amended from time to time.
21. “EIS” means Executive Information Services, Inc., the Software vendor that has executed
the Public Safety Records and Jail Records Management Software Contract KC-528-
21with the County.
22. “EIS Contract” means the Public Safety Records and Jail Records Management Software
Contract KC-528-21 executed by the County and EIS, and all associated attachments,
schedules, exhibits, and the like, identified as Exhibit A and all subsequent amendments
thereto, which are incorporated in full by this reference.
23. “EIS Fees” means all fees charged by EIS for licensing, EIS Support Services, and other
services, modules and the like charged or collected by EIS related to RMS during the term
of this Agreement.
24. “EIS Support Services” means the Software maintenance and support services identified
in the EIS Contract.
25. “Equipment” means any machinery, device, tool, computer, computer components,
computer system or other high-technology equipment, including add-ons, or peripherals of
tangible form together with the necessary supplies for upkeep and maintenance, and other
apparatus necessary for the proper execution, installation, and acceptable completion of
the RMS project.
26. “Intelligence and Investigative Information” means information of record collected by or
ILA RMS KC-529-21 4
prepared by or at the direction of a criminal justice agency or kept in the custody of a
criminal justice agency for criminal investigation purposes.
27. “Interface” means a point of interaction between RMS components or the device or code
which enables such interaction, applicable to both Equipment and Software.
28. “JMS” means the Jail Records Management Software provided by EIS for use by the
Kitsap County Sheriff’s Office Jail. The County, as the sole user of the JMS, is financially
responsible for the JMS direct costs and maintenance.
29. “KCSO” means the Kitsap County Sheriff’s Office.
30. “Law” means all applicable federal, state, and local laws including without limitation data
privacy, security, and protection laws, labor standards, ordinances, orders, decrees,
policies, procedures, and regulations of any public authority having jurisdiction.
31. “Lead Agency” means the Kitsap County Sheriff’s Office.
32. “LEDS” means Law Enforcement Data Systems, a database created for law enforcement
records such as warrants, protection orders, stolen property, criminal histories, and other
vital investigative files.
33. “Material Breach” means any breach of this Agreement that causes or may cause
substantial harm to a non-breaching party or EIS, or one that substantially deprives a non-
breaching party of the benefit it reasonably expected under this Agreement.
34. “MCT” means a commercial grade mobile computer terminal operated in a law
enforcement vehicle, or otherwise not connected via a local or wide area network, capable
of Accessing the RMS servers via a network connection compliant with CJIS Security
Policies.
35. “PC” means commercial grade desktop or laptop computers capable of Accessing the
RMS servers via a connection compliant with CJIS Security Policies.
36. “RMS” means the Public Safety Records Management Software and associated interfaces
acquired for use by the County and the Agency Partners.
37. “RMS Costs” means any additional software, equipment, expenses, change requests,
upgrades, updates, and other associated costs and fees for the RMS for the life of the
RMS.
38. “RMS Lead” means the individual assigned by KCSO to function as the law enforcement
liaison between the Agency Partners and EIS.
39. “Software” means the Software products listed in Schedule “A” of the EIS Contract, Sales,
Service and License Agreement in object format and includes any Updates and Upgrades
(as defined in the EIS SSLA) that have been provided to the County as provided in the EIS
Contract.
40. “System Administrator” means the individual designated by the County IS Director to
manage and assist in the daily operation of the RMS and JMS.
41. “TAC” means the individual and their designee selected by each party who is qualified to
function as their respective terminal agency coordinator to serve as the point of contact for
matters relating to access to CJI. The TAC administers internal CJI system programs and
overseas the party’s compliance with CJIS Security Polices.
42. “Use" means the Access assigned to a party’s Users and their designated permission
levels for Access to the RMS and/or JMS, and designated authority to enter and/or receive
data and information from the same.
43. “User” means any person employed by or working on behalf of a party, including any
person or entity authorized to provide services requiring Use of the RMS. All Users will be
bound by confidentiality requirements at least as protective as required by this Agreement.
ILA RMS KC-529-21 5
44. “User Board” means the board created under this Agreement to serve as an advisory
group to make recommendations to the County and the Agency Partners regarding the
RMS as identified in the Agreement. The User board may make decisions regarding the
RMS which do not involve allocation of financial resources.
SECTION 2. PURPOSE, ORGANIZATION, ADMINISTRATOR, PROPERTY
2.1 Purpose. The purpose of this Agreement is to provide for the joint and cooperative undertaking
of the County and the Agency Partners to engage in cooperative planning and coordination of
an interoperable records management system, to decrease individual operating costs, provide
for data sharing, identify the authority and responsibilities of each party, and define and allocate
true and full proportionate costs and responsibilities as contemplated in RCW 39.34.030 and
RCW 43.09.210.
2.2 Organization. No separate legal or administrative entity is created by this Agreement nor do the
parties intend to create through this Agreement a separate legal or administrative entity subject
to suit.
2.3 Administrator. The Lead Agency will administrator of the RMS and JMS in coordination and
cooperation with the Agency Partners subject to the provisions of RCW 36.32.120 and RCW
43.09.210. By functioning in this capacity, the County is not assuming responsibility or liability
for the actions or failures to act by its Agency Partners and their respective employees,
representatives or agents nor will this be considered an allocation of liability to the KCSO under
RCW 10.93.040.
2.4 Property. The parties do not anticipate the acquisition of property for the performance of this
Agreement, other than the EIS license which is subject to the terms and conditions of the EIS
Contract. Any property acquired by a party for purposes of this Agreement will be returned to
the acquiring party, unless otherwise agreed in writing.
SECTION 3. TERM, RENEWAL, FILING
3.1 Term/Effective Date. This Agreement will commence on the Effective Date and remain in effect
for five (5) years, until midnight on the end date, (“Initial Term”), unless terminated or extended
pursuant to Section 3.2. Should fewer than all named Agency Partners execute this Agreement,
the Agreement when filed as provided herein will be effective as between the County and the
Agency Partner(s) that have executed the Agreement to the same extent as if no other Agency
Partners had been named.
3.2 Renewal. This Agreement may be renewed for additional consecutive five (5) year terms,
subject to the appropriation of funds by each party to this Agreement. All renewals must be in
writing and will be subject to all terms and conditions and financial obligations set forth herein,
unless otherwise agreed in writing by the parties. Should a new agreement not be reached by
the expiration date the terms of this Agreement shall remain effective until such time as a new
Agreement is entered or terminated.
3.3 Filing. Prior to entry into force, this Agreement will be filed with the Kitsap County Auditor’s
Office or, alternatively, listed by subject on a public agency’s web site or other electronically
retrievable public source in compliance with RCW 39.34.040.
SECTION 4. TERMINATION
4.1 The Agreement may not be terminated during the initial term unless agreed to by all parties to
the Agreement. Any party may terminate their participation in this Agreement, after the Initial
Term, for any reason, upon 180-days prior written notice to the other parties as provided in
Section 18. Notice may be given 180-days in advance of the expiration of the initial term. If the
Agreement is terminated, the monies paid by the terminating party for that year will not be
refunded. The termination of a party will not automatically result in dissolution of this Agreement
as to the remaining parties.
ILA RMS KC-529-21 6
4.2 The terminating party will have 180-days from the notice of termination to work collaboratively
with the System Administrator to obtain a copy of its data. All costs associated with copying of
data will be the responsibility of the terminating party.
4.3 The terminating party will remain liable for all financial obligations incurred up to and including
the date of termination. Upon termination, the terminating party will immediately pay the County
all monies due under this Agreement and for all work performed by EIS and the County prior to
the effective date of termination.
4.4 A terminated party assumes no responsibility for the acts or omissions occurring after the
termination effective date but will remain liable for acts or omissions occurring prior to the
termination effective date.
SECTION 5. USER BOARD, LEADS, VOTING, RESPONSIBILITIES
5.1 Creation and Purpose. A User Board is created to serve as an advisory group to make
recommendations to the parties regarding RMS related issues including, without limitation, the
purchase, implementation, planning, funding, operations, maintenance, upgrades, change
requests, transition planning, training, equipment, uniform data entry, federal and state
compliance reporting, data integrity, operational efficiencies, backups and redundancy, security
issues, and the like. The User board may make administrative decisions regarding the RMS
which do not involve allocation of financial resources.
5.2 User Board Composition. The User Board will have eight (8) members (Leads) consisting of one
member from each Agency Partner and two members from the County (one member on behalf
of KCSO and one member on behalf of the KCSO Jail). The System Administrator will be an ex-
officio non-voting member of the User Board.
5.3 Leads. Leads are User Board members. The Chief Law Enforcement Officer for each party is
responsible for the selection of its Lead and their designee. Each serve at the pleasure of the
appointing party and must remain employed by the appointing party while serving as a member
of the User Board. Unless removed by the appointing party, there is no limit on the number of
terms a person may serve as a User Board member. Each User Board member and their
designees will remain for all purposes employees of the appointing party. Each appointing party
will be responsible for the conduct of their respective User Board members and designees and
will handle all complaints, investigations, and disciplinary actions.
5.4 Meetings, Minutes, Chair. The User Board will meet two times per year or more often as
deemed appropriate by the Chair of the User Board or as requested by any party, with
appropriate notice provided to the parties by personal service or email. The User Board
secretary will keep minutes of each meeting and will cause a copy of the minutes to be
forwarded to the Chair of the User Board and User Board members. The RMS Lead will
function as the Chair of the User Board.
5.5 Voting, Quorum. A majority of the then appointed User Board members will constitute a quorum
for the transaction of business. Unless otherwise required by this Agreement, the affirmative
vote of a quorum present at the time of the vote will be the act of the User Board. Each party will
have one vote. Only in the event of a tie, will the County have two votes (one vote on behalf of
KCSO and one vote on behalf of the KCSO Jail).
5.6 Proxy. A User Board member may grant by proxy its voting rights to another User Board
member. All such grants must be in writing, limited in duration, and meeting specific. A proxy is
automatically revoked if the User Board member granting the proxy appears at the meeting for
which the proxy was granted.
5.7 Electronic Participation, Compensation. User Board members may participate in meetings by
telephone call, video conferencing, or similar communication equipment by which all board
members can hear each other at the same time. Such participation will constitute presence in
person for purpose of a quorum and voting. All parties will participate in the User Board
meetings at their own cost, time, and expense.
ILA RMS KC-529-21 7
5.8 User Board Responsibilities. The User Board will do the following:
1. review and recommend changes for the strategic plan, objectives, and work plans
necessary to maintain the viability and efficiency of the RMS.
2. work cooperatively to identify, develop, and establish a coordinated long-term plan for
capital improvements and operational funding of the RMS.
3. facilitate decision making.
4. establish and comply with a Change Management Process.
5. establish and comply with guidelines and standard operating procedures for the operation,
maintenance, and business continuity of the RMS.
6. comply with the technical standards for the operation and business continuity of the RMS
developed by the System Administrator.
7. establish and comply with RMS operational and maintenance procedures for County-
owned assets to resolve operational interface issues with each Agency Partner’s local
assets.
8. work cooperatively in the initial implementation and deployment of the RMS as well as
future upgrades, updates, extensions, and enhancements.
9. establish subcommittees as necessary to ensure the interests of each party is represented
and to ensure operational, technical, and financial issues are thoroughly researched. Each
subcommittee will have at least one User Board member and such other persons the User
Board deems appropriate.
SECTION 6. KITSAP COUNTY RESPONSIBILITIES
6.1 The County IS will provide the Agency Partners with the following County Support Services
subject to receipt of all monies due and available resources:
1. enable Agency Partners to Access the RMS via Equipment, including PCs, MCTs, and
other handheld devices for Authorized Use by Authorized Users.
2. maintain and administer user authentication system processes and governance in
compliance with the County IS User Management policy.
3. provide appropriate Access in procedural, technological, and infrastructure design and
maintenance consistent with the requirements of CJIS Security Policies.
4. provide appropriate Access in procedural, technological, and infrastructure design and
maintenance consistent with the requirements of ACCESS.
5. make available to the Agency Partners procedures, instructions, and other documents
regarding available methods and minimum requirements for network connections for
Access via the County's network demarcation points.
6. Provide agency specific custom report programming services and module implementation,
at an additional charge.
7. maintain and administer County-owned Equipment and network infrastructure according to
County IS technology policies and procedures, to include:
A. maintain and update physical and virtual servers and storage devices hosted within the
County’s environment, operating Software and system updates and security patches,
and anti-virus, spam, and malware protection.
B. provide planned replacement of servers at the end of service life.
C. manage, monitor, and service the SQL databases.
ILA RMS KC-529-21 8
D. manage and maintain routine backup of servers and databases. In the unlikely event
of a major system failure that requires a system reload, the data will be restored from
the most recent daily backup.
E. management and monitor disk space.
F. manage and maintain the network infrastructure within the County’s domain, including
the provision of NetMotion access for MCTs and other mobile devices.
G. implement application Software upgrades and patches.
H. work collaboratively with EIS, to supervise, monitor, and perform the implementation of
upgrades, updates, and patches provided by EIS to the production server.
I. other tasks and responsibilities deemed appropriated by County IS.
6.2 The County agrees to use commercially reasonable efforts, within its reasonable control, to
provide the Agency Partners with uninterrupted access to the RMS at a level of performance
acceptable in common business computer applications.
6.3 The parties understand there will be occasions when the RMS will not be available for reasons
such as hardware and Software maintenance, internet outages, and the like. The County will
provide 48 hours advance written notice by email to the Agency Administrators and Agency
Leads when conducting planned maintenance and/or administrative activities that will result in a
known system outage.
6.4 The System Administrator is to: (i) provide updates on an as needed basis to the affected Agency
Administrators regarding hardware or network downtime during the week, including root cause,
duration, magnitude and resolution, or observations that, left unaddressed, may lead to future
outages and/or disruptions, if known; (ii) schedule outages and planned maintenance; and (iii)
function as a liaison with EIS for updates, upgrades, additional modules, and maintenance
provided by EIS
6.5 County IS will monitor, audit, and trouble-shoot the connections necessary to upload information
from the RMS to NCIC, and other interfaced crime and public safety databases and systems
including, without limitation, LinX Northwest.
6.6 County IS will control and maintain the global tables in the RMS unless an Agency Partner
expressly agrees in writing to share responsibility over this functionality.
6.7 County IS will assist EIS in coordinating the training of Agency Administrators to perform limited
administrative functions such as adding and removing Users, establishing User IDs and
passwords, setting up User’s Authorized Uses, and resetting passwords.
6.8 Notwithstanding the foregoing, THE COUNTY MAKES NO WARRANTIES REGARDING THE
SOFTWARE, INTERFACES, EIS AND COUNTY IS SUPPORT SERVICES,
DOCUMENTATION, AND OTHER MATERIALS AND SERVICES PROVIDED BY EIS OR THE
COUNTY. ALL OF WHICH ARE PROVIDED “AS IS” WITH NO WARRANTIES,
REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL,
ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE
OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICES OR
MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABLE QUALITY, DURABILITY,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, THE
COUNTY IS NOT RESPONSIBLE FOR ANY IMPACT IN FUNCTIONALITY OR
PERFORMANCE TO ANY SOFTWARE OR INTERFACE RUNNING ON AN AGENCY
PARTNER’S END-USER WORKSTATIONS ARISING FROM OR RELATED TO THE
INSTALLATION OF THE SOFTWARE, INTERFACES, OR CONNECTION TO THE COUNTY’S
NETWORK.
ILA RMS KC-529-21 9
SECTION 7. ACCESS, USE, RESPONSIBILITIES
7.1 Access. Agency Partners are provided Access and Use of the RMS, subject to the terms and
conditions of this Agreement and the EIS Contract. Agency Partners agree to comply with all
applicable terms and conditions of this Agreement and EIS Contract in consideration for such
Access and Use, violation of the same may be considered a material breach of this Agreement.
7.2 RMS Authorized Use. The parties agree that their Users will only Access or Use the RMS for
Authorized Uses. Permission to Access the RMS or information available in or through the RMS
other than as authorized in this Agreement must be obtained in writing from the RMS Lead prior
to any such use.
7.3 Modification of RMS. The parties agree that its Users will not modify through computer
programming, or other techniques, the functions, capabilities, or operations of the RMS without
prior written authorization from the System Administrator. Further, the parties will not allow or
authorize, directly or indirectly, any person or entity to:
1. decompile, disassemble, or otherwise reverse engineer any of the Software or use any
similar means to discover the source code or trade secrets contained therein.
2. modify, translate, or create derivate works of the Software or Documentation or merge all or
any part of the Software with another program, give away, rent, lease, lend, sell,
sublicense, distribute, transfer, assign, or use the Software for timesharing or bureau use or
to publish or host the Software for use by any third party;
3. take any actions that would cause the Software to become subject to any opensource
license or quasi-opensource license agreement;
4. use the Software in any manner for purposes of: (i) developing, using, or providing a
competing software product or service; (ii) copying any ideas, features, functionality, or
graphics of the Software; or
5. export the Software into any country prohibited by the United States Export Administration
Act and the regulations thereunder.
7.4 Agency Administrators
1. The Chief Law Enforcement Officer of each party will designate at least one Agency
Administrator to be responsible for creating User identifications and establishing
Authorized Uses of the RMS for its Users in compliance with this Agreement.
2. The Agency Administrator may request assistance from the System Administrator only
after first attempting to solve the RMS issue(s) as much as possible using its own staff and
resources. Only if the Agency Administrator is unable to resolve the issue with the RMS,
should the System Administrator be contacted for assistance.
3. The Agency Administrator, after receipt of training, will be provided the ability to create and
maintain custom reports. All such activities shall comply with User Board report writing
policies and procedures.
7.5 Equipment. Each party is responsible for providing, installing, and configuring, in a manner that
complies with the minimum requirements of the RMS, their own Equipment, which includes
without limitation their PCs, MCTs, printers, scanners, image capture devices, and other
peripherals required or necessary for their Users to Access and Use the RMS.
7.6 Network. Each party is responsible for having: (i) secure network access that meets the
requirements of CJIS Security Policies and enables the Equipment to reach the County’s
network demarcation points; (ii) network connectivity from their primary site to their partition at
the other site; and (iii) space, power, and an appropriate operating environment at their primary
site to accommodate networking equipment such as switches or security devices for the other
Agency Partners.
ILA RMS KC-529-21 10
7.7 LInX Northwest. Each party authorizes the release of its public records category data contained
in the RMS to LInX Northwest for access and authorized use by LInX Northwest users. The
County IS will coordinate such release and access.
7.8 Software Ownership. Each party acknowledges that the County does not have ownership of the
Software and therefore the County does not control EIS changes, updates, upgrades,
interruptions, or other Software issues not under the County’s reasonable control.
SECTION 8. GENERAL RESPONSIBILITIES
8.1 Strategic Plan, Equipment Replacement and Upgrade Fund. Each party agrees to work
cooperatively to develop and implement a strategic plan for the RMS which includes
establishing an equipment replacement and upgrade fund to accommodate planned upgrades,
maintenance, and future replacement of the RMS, data storage, and other items identified by
the User Board for inclusion.
8.2 Other Funding Sources. Each party agrees to work cooperatively to identify and apply for grants
and other funding sources which may be beneficial to the parties under this Agreement.
8.3 RMS Changes and/or Modifications. Each party agrees that requests for any change or
modification which to the RMS or related interfaces must comply with the Change Management
Process established and approved by the User Board.
8.4 Cooperation and Coordination. Each party agrees to work cooperatively and in good faith to
coordinate all actions required to smoothly transition from the current records management
software to the new RMS and facilitate subsequent Software updates and upgrades, to ensure
minimal disruption in functionality and services.
8.5 Further Assurances. Each party agrees to take all further action reasonably necessary or
appropriate to obtain the necessary funding approvals and carry out the intent of this
Agreement.
8.6 EvidenceOnQ. Each party agrees to establish and maintain its own FileOnQ. EIS will Interface
with each party separately for the configuration. It is the responsibility of each party to
coordinate this process with EIS. County IS will not participate in or be responsible for this
process.
SECTION 9. SECURITY, USER AUDIT, BREACH
9.1 Security Issues. Each party will promptly report to the System Administrator any Software
security-related incidents, Software breach, or other incident relating to Software integrity, such
as a computer virus, that may or could affect the RMS. The County reserves the right to
suspend services in the event of a security breach. Failure to comply with the security and
Access specifications contained in the Agreement may, as necessary to protect the data of the
parties, result in the partial or full suspension of a party’s Access or its Users' Access to the
RMS until such failures are corrected.
9.2 Physical Security. Each party is responsible for maintaining the physical security of all
Equipment and devices authorized to Access the RMS, as well as any printout or RMS
Documentation that may permit unauthorized Access to or Use of the RMS.
9.3 On-line Security. Each party is responsible for issuing individual RMS User identification to its
respective Users, which will not be shared. Each party agrees that its Users will be required to
enter RMS User identifications before gaining Access to the RMS, including functions and data
9.4 CJIS Security Policies
1. Each party will comply with all CJIS Security Policy requirements in effect during the term
of this Agreement which include those pertaining to the creation, viewing, modification,
transmission, dissemination, storage, and destruction of CJI. Requirements include,
without limitation, verifying identification, performing a state of residency and national
ILA RMS KC-529-21 11
fingerprint-based record check within 30-days of assignment for all personnel who have
direct access to CJI through the Software for those employees or contractors who have
direct responsibility to configure and maintain computer systems and networks with direct
access to CJI through the Software. Each party will deny or terminate Access to any
prospective or current User found to be in violation of the current CJIS Security Policies.
2. Each party will designate a TAC responsible for ensuring its Equipment, network access
points, and Users with Access to the RMS comply with current CJIS and ACCESS
Security Policies. The breaching party is responsible for timely curing any problems and
violations, including those identified in a WSP or FBI audit.
9.5 Deactivate Users. Each party agrees to immediately deactivate Authorized Users no longer
requiring Access to the RMS or that breach (or is suspected of having breached) any security
requirement of the County IS User Management policy or User Board.
9.6 User Audit. Each Agency Partner agrees to annually provide the System Administrator with a
full and complete list of its Authorized Users. The System Administrator will perform an annual
audit of all Authorized Users.
9.7 Breach Notification. In the event of a security breach, the parties responsible for such breach
will comply, at their sole expense, with all applicable requirements identified in RCW 42.56.590
or RCW 19.255.010, or other applicable law, rule, or regulation. If the breach is not attributable
or attributable to all parties, the parties will work collaboratively to meet all legal requirements
with the costs of compliance shared by all parties according to their respective Allocated
Proportions.
SECTION 10. CONFIDENTIALITY, DATA, PUBLIC RECORDS
10.1 Confidentiality. The parties will treat as confidential any Confidential Information that has been
made known or available or that has been received, learned, heard, or observed; or to which a
party has or had access. Confidential Information will be used exclusively for the benefit of the
parties and in furtherance of the intent of this Agreement. Except as may be expressly
authorized in writing by the parties, in no event will a party publish, use, discuss or cause or
permit to be disclosed to any other person such Confidential Information. The parties will (i) limit
disclosure of Confidential Information to those directors, officers, employees and agents who
need to know the Confidential Information, (ii) exercise reasonable care with respect to the
Confidential Information, at least to the same degree of care as it employs with respect to
protecting its own proprietary and confidential information, and (iii) upon request, immediately
return to EIS or the party that provided the information, all Confidential Information in whatever
form, in the party’s possession, custody, or control. The parties acknowledge that unauthorized
disclosure of Confidential Information will result in irreparable harm to one or more of parties to
this Agreement and/or EIS.
10.2 Data Ownership, Responsibilities. Each party retains sole ownership and sole responsibility for
the information it contributes to the RMS including, without limitation, the accuracy of the
information. The RMS clearly creates a separate database for each party’s data, segregating its
data from the other parties on the RMS. Certain data will be considered “shared data records”
that will not be restricted from viewing by another party, such as the data in the Names,
Locations, Property, and Employee’s data sets. The parties understand and agree that the
information entered in the RMS remains the sole property of the party entering the data, except
for the shared data. All shared data may be disclosed by a party pursuant to state and federal
law.
10.3 Limitation on Dissemination. All dissemination by a party of CJI which is available in or through
the RMS will comply with CJIS policies and procedures and applicable laws.
10.4 Data Conversion. Each party consents to the sharing and release of its owned data for the
purpose of RMS implementation, data conversion, and as necessary for the implementation and
maintenance of the Interfaces.
ILA RMS KC-529-21 12
10.5 Removal or Expungement of Records. As part of the design of data updates, each party will
define the period in which a record deletion, removal, expungement, or other edit is transferred
to the repository from the source system. If a party requires that one or more of its records be
edited, removed, or otherwise changed in a timely manner, that party is responsible for
arranging for this change to be manually processed by its Agency Administrator.
10.6 Information Control and Responsibility. Additions, modifications, and deletions of information or
data stored in the RMS will be restricted to being performed by the party owning the
information or data. Changes may be made by the County at the request of the party owning the
data. All such changes will be restricted to specifically authorized Users and devices in
accordance with CJIS Security Policies and consistent with each party’s scope of responsibility
in providing Access.
10.7 Public Records Requests
1. Notwithstanding any provisions of this Agreement to the contrary, to the extent any record
including any electronic, audio, paper, or other media, is required to be kept or indexed as
a public record in accordance with the Washington Public Records Act, chapter 42.56
RCW (“Act”), each party agrees to maintain those records constituting public records.
Each party agrees that for proper dissemination all public records requests will be
processed by the party owning the data requested.
2. If a party receives a request under the Act to inspect or copy Confidential Information, that
party will provide notice to EIS, of the request and the date that such Confidential
Information will be released unless EIS obtains a court order to enjoin disclosure.
10.8 Records Retention. Each party agrees to maintain the records relating to the performance of
this Agreement by that party as required by law. Such records will be available for review by the
other parties upon reasonable request. The parties agree that they will make best efforts to
achieve a resolution of potential confidentiality issues to enable disclosure of sufficient
information to conduct an appropriate records review.
SECTION 11. LICENSE, FINANCIAL RESPONSIBILITIES
11.1 License. The County will execute a contract in its own name with EIS to purchase the RMS as
identified in the EIS Contract for Use by the parties, in accordance with the laws and regulations
governing such purchases by the Kitsap County. Each party will be granted a full site license for the
RMS in exchange for the County’s receipt of payment of all fees identified herein.
11.2 Financial Responsibilities. The County will serve as the fiscal agent for the parties and collect
the Allocated Proportion due from each party. Each party agrees to timely pay the County their
respective Allocated Proportion of all monies due under this Agreement, which includes EIS
Fees, County Support Services Fees, and RMS Costs. Each party agrees to pay its Allocated
Proportion of the EIS Fees in the amounts, and intervals, identified in the EIS Contract, Exhibit
A.
11.3 Allocated Proportion. The Allocated Proportion due from each party is based on its number
users.
• Kitsap County: 47 percent
• Bremerton: 22 percent
• Bainbridge Island: 9 percent
• Port Orchard: 9 percent
• Poulsbo: 8 percent
• Suquamish: 5 percent
11.4 Annual Invoice. After final acceptance of the Software, the County will invoice the Agency
Partners annually for the EIS Fees, County Support Services Fees, and RMS Costs due under
this Agreement. Each invoice will identify the fees for each item. Each Agency will pay its
respective invoice as provided herein.
ILA RMS KC-529-21 13
11.5 Invoice Due Date. Each Agency Partner agrees to pay the County invoice within 30-days of the
invoice date. Failure to pay the invoice when due may result in the suspension of that Agency
Partner’s access to the RMS. Prior to suspension, the County will provide the Agency Partner
written notice of the pending suspension and 30-days to cure.
11.6 Separate Module Purchases - Change Requests and costs. All cost and fees associated with
any future additional module(s), software, or change requested by a party that is not available
for use or will not be used by all parties will be paid in full by the party (or parties) that will be
using the module(s), software, or change, as identified in the Change Management Process.
11.7 Unplanned Expenses. The Agency Partners will be notified should an unplanned event occur
which requires funding for additional resources, such as a malicious viral network attack
regarding emergency support resources.
SECTION 12. ADDING AND REMOVING AGENCY PARTNERS
12.1 Adding Agency Partners. A unanimous vote of the Chief Law Enforcement Officers is required
prior to the addition of any new agency to this Agreement. All new agency partners approved by
unanimous vote of the Chief Law Enforcement Officers will be bound by the terms and condition
of this Agreement, with the Allocated Proportion due from each party reapportioned accordingly.
12.2 Removing Agency Partners. Any Agency Partner may be removed from participation in this
Agreement for a Material Breach of this Agreement or by majority vote of the Chief Law
Enforcement Officers for good cause. Upon removal of the Agency Partner, the Allocated
Proportion due from each party will be reapportioned to the remaining parties.
SECTION 13. DISPUTE RESOLUTION
13.1 The parties agree to work cooperatively to appropriately resolve all claims and controversies
which arise under this Agreement. Any claim or controversy will be submitted to the Sheriff or
the Sheriff’s designee and the Police Chiefs or the Police Chief's designee for resolution, if
possible.
13.2 The parties may continue to Use the RMS without any interruption or delay during the pendency of
any dispute resolution and will continue to make all payments, that are not in dispute, in accordance
with the Agreement. Notwithstanding the foregoing, an Agency Partner’s Access may be suspended
pending dispute resolution if deemed appropriate by (i) majority vote of the Sheriff and Chiefs or (ii)
the County due to a material breach of this Agreement.
13.3 Should any dispute arise between the parties concerning this Agreement not be resolved by mutual
agreement within 30 calendar days, or such other time as mutually agreed upon, it is agreed that
such dispute will be submitted to mandatory mediated negotiation prior to any party commencing
litigation. In such an event, the parties to this Agreement agree to participate in good faith in a
mediation process. The mediator will be selected by mutual agreement of the parties, but in the
absence of such agreement each party will select a temporary mediator and those mediators will
jointly select the permanent mediator. All costs of mediation will be borne equally by the parties.
Each party will bear its own expenses for witnesses, depositions, other costs incurred and
attorney's fees.
SECTION 14. INDEPENDENT CAPACITY
14.1 Each party and its respective employees or agents will act as an independent contractor and
continue to be the employees or agents of that party, which will be solely and exclusively
responsible for their employees and agents. Employees and agents of one party will not be
considered for any purpose whatsoever under this Agreement to be employees or agents of
another party to this Agreement. No party will have the authority to bind another party, absent a
written agreement of the parties, nor the authority to control the employees, agents, or
contractors of another party to this Agreement. All rights, duties and obligations of the employer
will remain with the employing party. Each party agrees to indemnify, defend, and hold harmless
ILA RMS KC-529-21 14
the other parties in any action arising from or related to the negligence of its own employees,
including all costs of defense and attorney's fees.
14.2 Each party will be solely and exclusively responsible for all compensation, benefits, training
expenses, equipment, and all other costs and expenses whatsoever of its employees related to
this Agreement. Each party will be responsible for ensuring its compliance with all applicable
Laws, collective bargaining agreements, and civil service rules and regulations regarding its
own employees.
SECTION 15. INDEMNIFICATION
15.1 Indemnification. To the extent of its comparative liability, each party agrees to indemnify, defend
and hold the other party, its appointed and elected officials, employees, agents, subcontractors,
and volunteers, harmless from and against all liability, claims, damages, losses, costs, and
expenses, including but not limited to court costs, attorney fees, and alternative dispute
resolution costs, for any personal injury, for any bodily injury, sickness, disease or death or for
any damage to or destruction of any property (including loss of use resulting therefrom) which
are alleged or proven to be caused by an act or omission, negligent or otherwise, of the party,
its elected or appointed officials, employees, agents, subcontractors, or volunteers. In the event
of any concurrent act or omission of the parties, negligent or otherwise, these indemnity
provisions will be valid and enforceable only to the extent of each party’s comparative liability.
15.2 Participation in Defense, No Waiver. All parties reserve the right, but have no obligation, to
participate in the defense of any claim, damages, losses or expenses and such participation will
not constitute a waiver of a party’s indemnity obligations under this Agreement.
15.3 Indemnity by Subcontractors. In the event a party executes subcontracts under this Agreement,
that party’s subcontractors will indemnify the other parties and EIS on a basis equal to or
exceeding the party’s indemnity obligations in this Agreement.
SECTION 16. INSURANCE
16.1 During the term of this Agreement, each party will maintain in force at its own expense the
insurance requirements identified below, or the equivalent participation in a risk pool that meets
these obligations:
1. Commercial General Liability. Each party warrants they have commercial general liability
insurance of not less than $1,000,000 per occurrence and $5,000,000 annual aggregate
under this Agreement. Coverage will include personal injury, bodily injury, and property
damage for premise-operations liability, products/completed operations,
personal/advertising injury, contractual liability, independent contractor liability, and stop
gap/employer’s liability. Coverage will not exclude or contain sub-limits less than the
minimum limits required herein. The certificate of insurance for the CGL policy will
expressly cover the indemnification obligations required by the Agreement.
2. Network Security/Cyber Liability (Cyber Protection). Each party warrants they have
network security/cyber liability coverage. The coverage shall be written with limits no less
than $1,000,000 per claim, $1,000,000 policy aggregate for network security and privacy
coverage, and $100,000 per claim for cyber extortion coverage. Such insurance will
include, but not be limited to, coverage for third party claims and losses with respect to
network risks (such as data breaches, unauthorized access or use, identification theft,
theft of data) and invasion of privacy regardless of the type of media involved in the loss
of private information crisis management and identity theft response costs. This should
also include breach notification costs, credit remediation and credit monitoring, defense
and claims expenses, regulatory defense costs plus fines and penalties, cyber
extortion, computer program and electronic data restoration expenses coverage (data
asset protection), network business interruption, computer fraud coverage, and funds
transfer loss.
ILA RMS KC-529-21 15
3. Automobile Insurance. Automobile Liability insurance with minimum combined single limits
for bodily injury and property damage of not less than one million dollars ($1,000,000)
each occurrence with respect to each party’s owned, hired, and non-owned vehicles on
the premises. The policy will contain a severability of interests’ provision.
4. Workers’ Compensation and Employer Liability. Each party will maintain workers’
compensation insurance as required under the Title 51 RCW (Industrial Insurance), or the
equivalent, for all staff eligible for such coverage.
5. Policy Change. Each party is required to give the other parties 30-days prior notice of any
cancellation, material change, reduction of limits or intent not to renew any insurance
coverage. The insurance coverage limits identified herein are minimum requirements only
and do not in any manner limit or qualify the liabilities or obligations of the parties under
the Agreement.
SECTION 17. GOVERNING LAW, SOVERIGN IMMUNITY LIMITED WAIVER
17.1 Governing Law, Venue. This Agreement has been and will be liberally construed as having
been made and delivered within the State of Washington. This Agreement will be governed in all
respects by the laws of the State of Washington, both as to interpretation and performance,
without regard to choice of law or conflicts of law provisions.
17.2 Limited Waiver of Sovereign Immunity. The Tribe hereby grants a limited waiver of sovereign
immunity to suit solely with respect to claims made against it by another party relating to or
arising under this Agreement. This limited waiver of sovereign immunity applies only between
the parties to this Agreement. It does not extend to any other person or entity. This limited
waiver of sovereign immunity includes all judicial actions for money damages, injunctive relief,
and/or declaratory relief, whether based upon breach of contract or tort law or otherwise. Any
such claim, action, or proceeding may be brought and maintained only in the U.S. District Court
for the Western District of Washington. If for any reason the U.S. District Court for the Western
District of Washington lacks jurisdiction, the claim, action, or proceeding may be brought and
maintained in either the Kitsap County Superior Court or in Tribal Court.
SECTION 18. NOTICE
18.1 Unless otherwise provided herein, all notices under this Agreement will be in writing and may be
personally delivered or mailed (including first class) to the business address for each party’s
Chief Law Enforcement Officer. Mailed notices will be deemed to have been given on the
second business day following the date of mailing, if properly mailed and addressed with
postage prepaid. Notices sent by certified or registered mail will be deemed to have been given
on the day following the date of mailing, if properly mailed and addressed with postage prepaid.
For all types of mail, the postmark affixed by the United States Postal Service will be conclusive
evidence of the date of mailing.
SECTION 19. NONDISCRIMINATION
19.1 No party will discriminate against any person on the basis of race, color, creed, religion, national
origin, age, sex, marital status, familial status, sexual orientation (including gender expression or
gender identity), honorably discharged veteran or military status, presence of any sensory,
mental, or physical disability, use of a service animal by a person with disabilities, or other
circumstance prohibited by federal, state, or local law, and will comply with Title VI of the Civil
Rights Act of 1964, P.L. 88-354 and Americans with Disabilities Act of 1990 in the performance
of this Agreement.
SECTION 20. FORCE MAJEURE
20.1 Force Majeure. No party will be liable to the other parties or be deemed to be in breach of this
Agreement by reason of any default, delay, or failure to perform any of their respective
obligations in relation to the Agreement (other than a failure to pay any amounts owing under
ILA RMS KC-529-21 16
this Agreement), if the delay or failure is due to any cause beyond that party’s reasonable
control and without fault or negligence. Circumstances deemed to be beyond reasonable control
include, without limitation, acts of God or of the public enemy, insurrection, change in law, acts
of the federal government or any unit of state or local government in either sovereign or
contractual capacity, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, or
other similar circumstance. The party so affected will promptly give notice to the other parties
and will do everything reasonably possible to resume performance as soon as practicable.
SECITON 21. GENERAL PROVISIONS
21.1 Compliance with Laws. Each party will exercise their rights and perform their respective
obligations under this Agreement in full compliance with all applicable Laws.
21.2 Further Assurances. Each party will execute all further documents and take all further action
reasonably necessary or appropriate to carry out the intent of this Agreement.
21.3 Implied Contract Terms. Each provision of law and any terms required by law to be in the
Agreement are made a part of the Agreement as if fully stated in it.
21.4 Time of Performance. Time is of the essence with respect to the terms and provisions of this
Agreement.
21.5 Integration. This Agreement contains all terms and conditions agreed upon by the parties,
except necessary operational agreements between the parties in furtherance hereof and
supersedes any other agreement or understanding of the parties relating to the subject matter of
this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this
Agreement will be deemed to exist or to bind the parties.
21.6 Amendment. This Agreement may be amended from time to time as deemed appropriate by the
parties, provided, any such amendment will not become effective unless written and signed by
all parties to this Agreement with the same formality as this Agreement.
21.7 Disclaimer. Except as otherwise provided, this Agreement will not be construed in any manner
that would limit a party’s authority or powers under law.
21.8 No Third-Party Beneficiary. The parties expressly agree that nothing contained in the
Agreement will create any legal right or inure to the benefit of any third party, except for those
rights afforded to EIS. This Agreement is for the benefit of the parties. Except as set forth
herein, nothing in this Agreement will be construed as giving any benefits, rights, remedies, or
claims to any other person, firm, corporation, or other entity including, without limitation, the
public or any member thereof, or to authorize anyone not a party to this Agreement to maintain
a suit for breach of contract, personal injuries, property damage, or any other relief in law or
equity in connection with this Agreement.
21.9 Assignment. The rights and obligations of a party under this Agreement may not be assigned in
whole or in part, without the written consent of the User Board. Any attempted assignment will
be null and void, and a Material Breach of this Agreement.
21.10 Waiver. A failure by any party to exercise its rights under this Agreement will not preclude that
party from subsequent exercise of such rights and will not constitute a waiver of any other rights
under this Agreement unless identified in writing signed by an authorized representative of the
party.
21.11 Remedies. The remedies provide in this Agreement are cumulative and may be exercised
concurrently or separately. The exercise of any one remedy will not constitute an election of one
remedy to the exclusion of any other.
21.12 Severability. The provisions of this Agreement are severable. If a court of competent jurisdiction
holds any provision of the Agreement to be illegal, invalid, or unenforceable, in whole or in part,
the validity of the remaining provisions will not be affected, and the provision will be deemed
modified to the extent necessary in order to render such provision valid and enforceable while
ILA RMS KC-529-21 17
giving effect to the intentions of the parties provided that if such provision may not be so saved,
it will be severed and the remainder of this Agreement will remain in full force and effect.
21.13 Headings/Captions. Headings and captions used are for convenience only and are not a part of
the Agreement and do not in any way limit or amplify the terms and provisions hereof.
21.14 No Party the Drafter. The Agreement is the product of negotiation between the parties, and no
party is deemed the drafter of the Agreement.
21.15 Survival. The rights and obligations of the parties will survive the term of this Agreement to the
extent that any performance is required under this Agreement after the expiration or termination
of this Agreement, or extension thereof to include, without limitation, Sections 4 (Termination), 7
(Access, Use, Responsibilities), 9 (Security, User Audit, Breach), 10 (Confidentiality, Data,
Public Records), 11 (License, Financial Responsibilities), 13 (Dispute Resolution), 14
(Independent Capacity), 15 (Indemnification), 17 (Governing Law, Sovereign Immunity Limited
Waiver), and 21 (General Provisions).
21.16 Counterparts. The Agreement may be executed in several counterparts each of which will be
deemed an original but all of which together will constitution one and the same agreement.
21.17 Entire Agreement. This Agreement contains the entire understanding of the parties and
supersedes any other agreement or understanding of the parties relating to the subject matter of
this Agreement.
21.18 Authorization. Each party warrants and represents to the other parties that the person signing
below has been properly authorized and empowered to execute this Agreement on behalf of the
party for whom they sign and, if applicable, to waive sovereign immunity as required by this
Agreement.
ILA RMS KC-529-21 18
DATED THIS __ DAY OF _____________________, 2022.
KITSAP COUNTY SHERIFF’S OFFICE
______________________________________________
JOHN GESE, SHERIFF
DATED THIS __ DAY OF _____________________, 2022.
BOARD OF COUNTY COMMISSIONERS
KITSAP COUNTY, WASHINGTON
__________________________________
ROBERT GELDER, CHAIR
__________________________________
EDWARD E. WOLFE, COMMISSIONER
__________________________________
CHARLOTTE GARRIDO, COMMISSIONER
ATTEST:
___________________________
DANA DANIELS, CLERK OF THE BOARD
ILA RMS KC-529-21 19
DATED THIS __ DAY OF _____________________, 2022.
CITY OF BAINBRIDGE ISLAND
______________________________ _____________________________
JOE CLARK, CHIEF OF POLICE BLAIR KING, CITY MANAGER
APPROVED AS TO FORM: ATTEST:
_____________________________ _____________________________
JOE LEVAN, CITY ATTORNEY
___________________, CITY CLERK
ILA RMS KC-529-21 20
DATED THIS __ DAY OF _____________________, 2022.
CITY OF BREMERTON
_____________________________ _____________________________
TOM WOLFE, CHIEF OF POLICE GREG WHEELER, MAYOR
APPROVED AS TO FORM: ATTEST:
________________________________ _____________________________
KYLIE FINNELL, CITY ATTORNEY ANGELA HOOVER, CITY CLERK
ILA RMS KC-529-21 21
DATED THIS __ DAY OF _____________________, 2022.
CITY OF PORT ORCHARD
_______________________________ _____________________________
MATT BROWN, CHIEF OF POLICE ROBERT PUTAANSUU, MAYOR
APPROVED AS TO FORM ATTEST
_____________________________________ _________________________________
CHARLOTTE ARCHER, CITY ATTORNEY BRANDY RINEARSON, CITY CLERK
ILA RMS KC-529-21 22
DATED THIS __ DAY OF _____________________, 2022.
CITY OF POULSBO
BY: _________________________________ BY:__________________________
RON HARDING, CHIEF OF POLICE BECKY ERICKSON, MAYOR
APPROVED AS TO FORM ATTEST
________________________________ ___________________________________
ALEXIS FOSTER, CITY ATTORNEY RHIANNON FERNANDEZ, CITY CLERK
ILA RMS KC-529-21 23
DATED THIS __ DAY OF _____________________, 2022.
SUQUAMISH TRIBE
APPROVED: APPROVED:
______________________________ ________________________________
MIKE LASNIER, CHIEF OF POLICE LEONARD FORSMAN, CHAIRMAN
APPROVED AS TO FORM:
_____________________________
TIM WOOLSEY, ATTORNEY
ILA RMS KC-529-21 24
EXHIBIT A
PUBLIC SAFETY RECORDS AND JAIL RECORDS MANAGEMENT SOFTWARE
CONTRACT KC-528-21
ILA RMS KC-529-21 25
ATTACHMENT B
RMS KITSAP COUNTY EIS IMPLEMENTATION
TOTAL COST OF OWNERSHIP (TOC)
1
KC-528-21
PUBLIC SAFETY RECORDS AND
JAIL RECORDS MANAGEMENT SOFTWARE CONTRACT
This Public Safety Records and Jail Records Management Software Contract (“Contract”)
is entered as of this ________ day of 2022 (“Effective Date”) by and between the Kitsap
County Sheriff’s Office (“KCSO”), acting through Kitsap County, a Washington state
municipal corporation (“County”), and Executive Information Services, Inc., a corporation
organized and existing under the laws of the State of Nevada, with offices located at 1396 NE
20th Ave, Suite 100, Ocala, Florida (“Contractor”).
WHEREAS, the County desires to license certain public safety records and jail management software and professional services from the Contractor as identified in this Contract and the EIS Sales, Service and License Agreement attached to this Contract as Attachment “A” (the “EIS SSLA”), and to obtain certain professional services from Contractor, each of which the Contractor has agreed to provide on the terms and conditions set out in this Contract and the EIS SSLA.
NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance of
the Services (as that term is defined in the EIS SSLA) set forth herein, and as attached and
incorporated by reference, the County and Contractor agree as follows:
ARTICLE 1. TERM AND EFFECTIVE DATE
1.1 Term. The Contract will commence on the Effective Date and remain in effect for five (5)
years, until midnight on the end date, (“Initial Term”) unless terminated or extended as
provided herein. The Contract may be extended for additional consecutive one (1) terms
on the mutual written agreement of the parties (each a “Renewal Term”). In no event will
the Contract or any contract amendment become effective unless and until it is approved
and executed by the duly authorized representatives of Kitsap County and Contractor. The
Initial Term and Renewal Terms shall collectively be referred to as the “Term”.
ARTICLE 2. ATTACHMENTS AND DEFINITIONS
2.1 The Attachments described below and attached to this Contract, and incorporated in full
by reference, shall be deemed an integral part of this Contract:
Attachment “A” - EIS Sales, Service and License Agreement
Attachment “B” - Statement of Work
Attachment “C” - Contractor’s Proposal
Attachment “D” - EIS Support Services Agreement
In the event of a conflict or inconsistency between the terms and conditions in the main
body of this Contract and the terms and conditions of an Attachment, the following order
of precedence shall apply: the terms and conditions in the body of this Contract,
Attachment “A”, Attachment “B”, Attachment “D” and Attachment “C”.
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EXHIBIT A
2
For greater certainty, Contractor’s liability for any and all claims arising out of or in
connection with this Contract and Attachments A, B and C shall be limited as set forth in
Section 15 of Attachment A (EIS SSLA). Contractor’s liability for any and all claims
arising out of or in connection with Attachment D shall be limited as set forth in Attachment
D.
2.2 Definitions. The following definitions shall apply for all purposes, unless otherwise defined
herein. Capitalized terms not otherwise defined in this Section 2 shall have the meaning
ascribed to them in the EIS SSLA attached to this Contract as Attachment “A” or in the
EIS Support Services Agreement attached to this Contract as Attachment “D”. Acronyms
will always be upper case.
Acceptance Criteria The functional, performance and technical specifications for
the Software as mutually agreed upon between the parties in
writing. The Acceptance Criteria shall be set forth in the
Acceptance Test Plan. Acceptance of Project
Plan
When the Project Plan is approved in writing by both the
Contractor and the County.
Acceptance Test A test based on the Acceptance Test Plan which must be
passed before the Software is considered to operate in
material conformity with the Acceptance Criteria.
Acceptance testing may occur in one or more phases,
depending on the delivery and implementation timeline as
specified in the Project Plan.
Acceptance Test Plan The written compilation of acceptance tests, methodologies,
test data and Acceptance Criteria which will be used to
conduct Acceptance Tests of the Software as mutually agreed
upon between the parties in writing.
Agency Partners The City of Bremerton, the City of Bainbridge Island, the City
of Port Orchard, the City of Poulsbo, and the Suquamish Tribe,
on behalf of their respective law enforcement agencies.
Agency Partners shall include any employee of an Agency
Partner that have been authorized by the Agency Partner to
have access to the Software by way of any type of interface
(for example, graphical user interface or browser user
interface) and who are bound by confidentiality obligations at
least as protective of Contractor’s Confidential Information
as the terms in the EIS SSLA.
ATL Attempt to Locate
Board the Kitsap County Board of County Commissioners.
BOLO Be on the Lookout
CAD Computer Aided Dispatch
CALEA Commission on Accreditation for Law Enforcement Agencies
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Certificate of Final
Acceptance
This means a written instrument by which the County
notifies Contractor that all of the Acceptance Criteria have
been met.
Certification for Go-
Live
The earlier to occur of the following: (a) the County certifies
in writing that the Software is ready for Go-Live as set out in
the SOW are complete, acting reasonably; or (b) Go-Live.
There will be a separate Certification for Go-Live for the
RMS and JMS.
CJIS Criminal Justice Information Services
Contract This Public Safety Records and Jail Records Management
Software Contract KC 561-20, the Statement of Work, the
EIS Sales, Service and License Agreement, the Support
Services Agreement, and all schedules and attachments that
have been incorporated herein.
County Kitsap County, Washington.
County IS The Kitsap County Information Services Department.
Data All data, information, content, and other materials stored or
transmitted by the County and any Agency Partner using the
Software, excluding third-party data and Contractor data.
Defect A material program error that causes the Software to crash, or
program algorithms or logic that produce material incorrect
results or fails to function in all material respects in
accordance with the specifications in the SOW. Defects
pertain to the intended operation of EIS Software as delivered
to County, but do not pertain to subsequent errors brought
about by Infrastructure changes made by County. Defects do
not include changing user preferences, report or screen
aesthetics, presentation standards, or validity of converted
data;
Disabling Code Any back door, timer or other limiting routine, instruction, or
similar unrequested code which could be invoked to disable
or otherwise shut down all or any portion of the Software.
DOL Washington Department of Licensing.
EIS External Agency
Application(s)”
means the object code version of the Contractor software
identified in Schedule “A” as external agency applications
and includes any Updates or Upgrades and any
customizations or enhancements to the foregoing as described
in the Statement of Work that have been provided to the
County as part of the Support Services. Third Party Software
is not included in the definition of EIS External Agency
Applications except where this EIS SSLA explicitly states
otherwise.
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Final Acceptance The earlier to occur of the following: (a) that the Customer
has issued a Certificate of Final Acceptance for the Software;
or (b) Contractor has not received notice in writing from the
Customer of a list of reproducible errors or other failures of
the Software to operate in material conformity with the
Acceptance Criteria within thirty (30) days of the date of Go-
Live.
Go-Live Date (JMS) The date that the County commences using any part of the
JMS software for production use in day to day operational
use. Go-Live Date (RMS) The date that the County commences using any part of the
RMS software for production use in day to day operational
use.
IACP International Association of Chiefs of Police
IBR Incident-Based Reporting
JMS Jail records management system
KCSO The Kitsap County Sheriff’s Office
Kitsap 911 This is the entity that provides call dispatch services to the
County and its Agency Partners.
Law or Laws All applicable federal, state and local laws including privacy
and data protection laws, as well as any other applicable
statutes, regulations.
Malicious Code Any industry known “back door,” “drop dead device,” “time
bomb,” “Trojan horse,” “virus,” “worm,” “spyware” (as such
terms are commonly understood in the software industry) or
any other code designed to have any of the following
functions: (a) disrupting, disabling or harming the operation
of, or providing unauthorized access to, a computer system or
network or other device on which such code is stored or
installed or (b) compromising the privacy or data security of
a user or damaging or destroying any data or file, in each case,
without authorization and without the applicable User’s
consent.
MCT Mobile Computer Terminal
NCIC National Crime Information Center
NIBRS National Incident-Based Reporting System
NIEM National Information Exchange Model
NLETS National Law Enforcement Telecommunications System
OJC Object jail classification
Personnel Contractor and Contractor’s employees, volunteers,
subcontractors, and any employees or volunteers of the
subcontractors or Contractor who perform any Services
under the Contract.
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Project Plan The project plan identifying a list of deliverables,
acceptance task activities, the criteria, and standards to be
met, and timelines with key milestones provided by the
Contractor in digital format and approved by the County.
Proposal Contractor’s proposal in response to Request for Proposal No.
2019-147 for a Public Safety Records and Jail Management
System
Record A generic term used to describe official documentation, either
of an entire case or event or components thereof
RMS Records Management System
SORNA Sex Offender Registration and Notification Act
Software Refers collectively to Contractor’s software products listed in
Schedule “A” to the EIS SSLA in object format and includes
any Updates or Upgrades (as those terms are defined in the
EIS SSLA) that have been provided to County as part of the
Support Services. Third Party Software is not included in the
definition of Software except where this Agreement explicitly
states otherwise. Software includes the EIS External Agency
Applications and the EIS Public Access Applications (as
those terms are defined in the EIS SSLA).
Third Party Software Third party software products licensed to the County by the
applicable third-party licensors. Future Releases of the
Software may require alternate third-party software to be
upgraded or licensed by the County, which will be subject to
a third-party license agreement between the County and the
relevant third-party software licensor.
UCR Uniform Crime Reporting
WASPC Washington Association of Police Chiefs and Sheriffs
ARTICLE 3. STATEMENT OF WORK
3.1 General Engagement. The Contractor agrees to perform all Services specified in the Contract.
3.2 Intentionally Omitted.
3.3 Acceptance. Payment for any part or parts of the Software, or testing thereof by County, shall
not constitute acceptance or relieve Contractor of its obligations under the Contract. The
County shall be deemed to have accepted the Software and Contractor’s Work only upon
Final Acceptance by the County. Acceptance of the Software does not waive any warranty
or other rights provided in this Contract for the balance of Contractor’s Work required under
this Contract. County will have a minimum of thirty (30) days after the launch date of each
phase to test the Software in full production use in accordance with the Acceptance Test Plan
and to identify any failure of the Software to operate in material conformity with the
functional specifications set out in the documentation specified by Contractor in Schedule
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“A” to the EIS SSLA (“Non-conforming Elements”). The Certificate of Final Acceptance
will be executed once all Non-conforming Elements have been corrected by Contractor,
except for minor or inconsequential errors.
3.4 Problems. Contractor agrees to promptly notify County of any factor, occurrence, or event
coming to its attention that may affect Contractor’s ability to perform its obligations set out
in this Contract, or that is likely to occasion any delay in completion of the work
contemplated by this Contract. Such notice shall also be given in the event of any loss or
reassignment of any of Contractor’s key personnel, threat of strike, or major equipment
failure or other force majeure event.
3.5 Alterations and Changes. County reserves the right, without impairing Contractor, to request
additional subscriptions or services, to omit, cancel or eliminate Contract items, to alter
details of implementation or installation, and to make other changes and alterations as
necessary or desirable, in County's judgment, to satisfactorily complete the project
contemplated by this Contract. Contractor shall perform such changed, additional, increased,
decreased, varied, or altered obligations upon the mutual written agreement of the Parties
signed by authorized representatives of each of the parties, which shall specify any additional
compensation to be paid by County for such alterations or changes. Except as may be
otherwise provided in this Contract, no payment for extras will be made and no changes or
alterations to the Software or Services shall be performed unless such extras and the
compensation to be paid therefore have been authorized in writing by the parties.
ARTICLE 4. CONTRACTOR’S PERSONNEL, SUBCONTRACTS
4.1 Unless otherwise provided or approved by the County, Contractor shall use its own
employees to perform the services described in this Contract. The County shall have the
right to review and approve any Personnel who are assigned to work under this
Contract. Contractor agrees to remove Personnel from performing work under this Contract
if reasonably requested to do so the County.
4.2 Subcontracts. Contractor shall not subcontract any portion of the Contract, nor change
approved subcontractors, without the prior written consent of the County, acting reasonably.
The County has the right to approve Contractor’s subcontractors, and the County reserves
the right to request replacement of subcontractors. If the County permits the use of
subcontractors, Contractor shall remain responsible for performing all aspects of this
Contract. All subcontracts shall incorporate by reference the terms and conditions of the
Contract. Contractor shall provide the County with verification of all subcontractors’
compliance with the indemnification and insurance requirements of the Contract upon
request. The County does not have any obligation to pay Contractor’s subcontractors, and
nothing herein creates any privity between the County and the subcontractors.
ARTICLE 5. COMPENSATION
5.1 Compensation. The County will pay all fees for the Initial Term which shall not exceed
the amount identified in Schedule “B” (Fees and Payment Schedule) to the EIS SSLA as
accepted by the County, unless authorized in writing by the County.
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5.2 Subsequent Terms. After the Initial Term, Contractor may submit an annual notice of cost
adjustments to the Sheriff of the KCSO on or before June 1 for the following year. The
notice shall identify any increase in the Contract pricing. In no event shall a price increase
exceed five percent of the prices for the previous year.
5.3 Price Reduction. Price reductions may be submitted to the County for consideration at any
time during the contract period. The County at its own discretion may accept a price
reduction. Price reductions will become effective upon acceptance by the County.
ARTICLE 6. PAYMENT AND COSTS
6.1 Invoice. The Contractor shall utilize the invoice format directed by KCSO to submit
complete and accurate invoices for the services and goods received, along with supporting
documentation. Invoices shall be legible and reflect all appropriate adjustments for credits
due the County. Invoices that are illegible shall be returned to the Contractor for clarification
and the County will shall not be held to established timeframes for payment as set above.
County will have the right to require the Contractor to provide additional supporting
documentation prior to payment of an invoice.
6.2 Payments. The County will make reasonable efforts to pay the Contractor within 30 days
from the date the County receives a complete and correct invoice, unless otherwise provided
herein. All funds disbursed to the Contractor will be processed by Direct Deposit via
Automated Clearing House (ACH), unless otherwise agreed to by the parties.
6.3 Discrepancy. The County will provide notice to the Contractor of any invoice discrepancy.
The Contractor and the County shall resolve the discrepancy by comparison and
reconciliation of records. If resolution cannot be achieved the disputed amount shall not be
paid until the parties have reached an agreement resolving the discrepancy. Timeframes for
payment for the disputed amount shall be waived until the dispute is resolved.
6.4 Insurance/W-9 Compliance. All payments are expressly conditioned upon the Contractor’s
compliance with all insurance requirements in section 12 and submission of a current IRS
W-9 form to the County. Payments may be suspended in full in the event of noncompliance.
Upon full compliance, payments will be released to Contractor unless otherwise provided
herein.
6.5 Restrictions. The Contractor will only be entitled to receive payment for Services expressly
authorized in the Contract and received during the Contract Term. Contractor acknowledges
oral requests, and authorizations, for additional compensation are prohibited and
unenforceable. Advance payments are not authorized. The County does not pay, and is not
subject to, any late charges, fees, or penalties of any kind.
6.6 Taxes. Except for any state sales tax payable to the State of Washington, the Contractor is
solely liable for payment of all tax obligations arising from its performance of the Contract.
Except as set out herein, Contractor and its subcontractors shall pay all federal, state, and
local taxes applicable to its operation and any persons employed by the Contractor. Except
as set out herein, Contractor and its subcontractors shall hold the County harmless from any
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responsibility for taxes, damages and interest, if applicable, contributions required under
Federal, and/or state and local laws and regulations and any other costs including transaction
privilege taxes, unemployment compensation insurance, Social Security and Worker’s
Compensation. County agrees to pay all sales and use taxes imposed on goods or services
acquired hereunder as required by law within their contracted rate which shall be added to
each invoice to County as appropriate. Contractor must pay all taxes including, but not
limited to: Business and Occupation Tax, taxes based on Contractor's net income, or
personal property to which the County does not hold title. The County is exempt from
Federal Excise Tax.
6.7 Discount Terms. Contractor agrees to offer the County any discount terms that are offered
to its best customers for the same goods and services based on licensing tier structure and
apply such discount to payments made under this Contract which meet the discount terms.
ARTICLE 7. DELAYS AND EXTENSIONS OF TIME
7.1 Delays. Contractor shall use commercially reasonable efforts to meet the projected timelines
and avoid unreasonable delays in the delivery of all Services required prior to the launch
date unless excused at the mutual agreement of the parties. The County shall also make best
efforts to meet the projected timelines and avoid unreasonable delays in assisting Contractor
as reasonably necessary in connection with the Services.
7.2 Extensions of Time. If the Contractor is delayed at any time in the progress of providing
Services covered by the Contract, by any causes beyond Contractor's control, the time for
performance may be extended by such time as mutually agreed to in writing by the parties.
Any request for an extension of time shall be made in writing to the County.
7.3 Force Majeure. Neither party shall be liable to the other or be deemed to be in breach of
Contract by reason of any default, delay, or failure to perform any of their respective
obligations in relation to the Contract, if the delay or failure was due to any cause beyond
the party’s reasonable control and without fault or negligence. Circumstances deemed to be
beyond the control of the parties hereunder include, without limitation, but are not limited
to, acts of God or of the public enemy; insurrection; acts of the federal government or any
unit of state or local government in either sovereign or contractual capacity; fires; floods;
earthquakes; epidemics; quarantine restrictions; strikes; freight embargoes or delays in
transportation, to the extent that they are not caused by the party’s willful or negligent acts
or omissions, and to the extent that they are beyond the party’s reasonable control. Any
applicable delivery schedule shall be extended by a period of time equal to the time lost
because of any such delay or as otherwise agreed to in writing by the parties.
ARTICLE 8. TERMINATION
8.1 Termination for Convenience. The County may terminate the Contract in whole or in part
whenever the County determines, in its sole discretion, that such termination is in the best
interests of the County subject to the payment by County of amounts payable to Contractor
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in accordance with Section 8.4(b) of this Contract. The County may terminate the Contract
upon giving the Contractor 30-days’ written notice.
8.2 Funding Issues. If funding for the underlying project or matter is withdrawn, reduced, or
limited in any way after the Contract is signed or becomes effective, the County may
summarily terminate the Contract notwithstanding any other termination provision in the
Contract. Termination under this provision will be effective upon the date specified in the
written notice of termination sent by County to the Contractor. No costs incurred after the
effective date of the termination will be paid.
8.3 Termination for Cause.
A. Either party may terminate the Contract in whole or in part due to the other party’s
material default in the performance of any of its obligations hereunder. In such an event, the
non-breaching party will provide the other party written notice of the breach and an
opportunity to cure. If the default has not been cured within time frame identified in the
notice, which shall not be less than 30-days, the non-breaching party shall have the right to
immediately terminate the Contract.
B. This Contract shall automatically terminate in the event that the EIS SSLA is terminated.
C. Effects of Termination. Upon termination of this Contract: (i) all license rights granted
to the County under this Contract shall automatically cease; (ii) all outstanding Fees and
expenses owed by the County to Contractor shall be immediately due and payable; (iii) the
County must destroy all copies of the Software, Documentation, and Confidential
Information of Contractor in its possession or control and shall certify the same in writing
by an officer of the County; and (iv) all warranties related to the Software shall automatically
terminate. Except as otherwise expressly provided in this Contract, termination of this
Contract shall be without prejudice to any other right or remedy to which either party may
be entitled to at law or in equity.
8.4 Procedures on Termination
A. Upon receipt of notice of termination, the Contractor shall continue to perform, in
accordance with the requirements of the Contract up to the date of termination as
directed in the termination notice, notify Staff of the termination date, and minimize
further costs.
B. The County shall pay Contractor its reasonable and allowable costs for work in
progress, work completed, and materials accept by the County before the effective date
of termination, subject to offset as provided herein. No costs incurred by Contractor in
respect of Services performed by Contractor after the effective date of the termination
will be paid.
C. Prior to or at the termination of the Contract, the Contractor shall make available
all such information as reasonably requested by the County, including in a readable
electronic format specified by the County.
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8.5 Transition Services – Contract Termination
A. In the event of termination or expiration of the Contract, the following shall apply.
B. Subject to the payment of applicable fees in accordance with Sections 8.5D and 8.5E,
the Contractor shall work cooperatively with the County to accomplish a complete,
timely, and seamless transition of any terminated services from Contractor and the
subcontractors to the County, or to any replacement provider designated by the County,
without any interruption of or adverse impact on the terminated services or any other
services provided by Third-Parties or Services that Contractor shall continue to provide
(each transition, a “Transition Services”). Contractor shall cooperate with the County
and any new service provider and otherwise promptly take all steps required or
reasonably requested, to assist the County in effecting Transition Services of any
terminated services. Contractor shall provide all information available as of the
effective date of termination regarding the terminated services or as otherwise needed
for Transition Services, including data conversion, interface specifications, and related
professional services. Contractor shall provide for the prompt and orderly conclusion
of all terminated services, as the County may direct, including completion or partial
completion of projects, documentation of work in process, and other reasonably
necessary measures to assure an orderly transition to the County or the County’s
designee. Contractor’s obligation to provide Services shall not cease until Transition
Services satisfactory to the County, acting reasonably, including the performance by
Contractor of all asset-transfers and other obligations of Contractor provided in this
Section, has been completed.
C. Contractor will provide currently published (as of the effective date of termination) entity
relationship diagrams, data dictionaries, and complete data documentation which
comprises the design specifications, file types and formats, and all other material necessary
to allow a reasonably skilled programmer or analyst to maintain and reuse the Data
extracted from Contractor.
D. Transition Services. Transition Services as outlined within this section will be assessed a
reasonable fee based on the then going rate for time and materials. In the event that any
undisputed amounts have not been paid as required in this Contract, Contractor may
decline to provide the transition support outlined in this section until such amounts are
paid in full.
E. Upon County’s request, Contractor shall continue to provide the Support Services to
Customer (except where Contractor is enjoined) pursuant to the terms of this Contract
for a transitional period of up to twelve (12) months (" Transition Period'') subject to
the payment to Contractor of applicable annual support fees as calculated for the
County for the designated term pro-rated on a monthly basis.
ARTICLE 9. NOTICE AND CONTRACT REPRESENTATIVES
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9.1 Any notices, demands and other communications required by the Contract will be effective
if personally served upon the other party or if mailed by registered or certified mail, postage
prepaid, return receipt requested, to the other party’s Contract Representative at the address
below. Notice will be deemed to be given five days following the date of mailing, or
immediately if personally served. Each party will designate a contract representative, which
may be changed by providing 15 days’ prior notice to the other party.
County’s Representatives
Administrative Lieutenant
Kitsap County Sheriff’s Office
614 Division Street MS-37
Port Orchard, WA 98366
Director, Information Services Department
Kitsap County
614 Division Street MS-21
Port Orchard, WA 98366
Contractor’s Representative
Executive Information Services, Inc.
1396 NE 20th Avenue, Suite 100
Ocala, FL 34470
With a copy to:
N. HARRIS COMPUTER CORP.
1 Antares Drive, Suite 400
Ottawa, Ontario K2E 8C4
Attention: General Counsel
Telephone: 613-226-5511, Ext. 2149
ARTICLE 10. INDEPENDENT CONTRACTOR
10.1 Each party under the Contract shall be for all purposes an independent contractor. Nothing
contained herein will be deemed to create an association, a partnership, a joint venture, or a
relationship of principal and agent, or employer and employee between the parties.
Contractor shall have complete responsibility and control over its Personnel. Neither
Contractor nor its Personnel shall be, or be deemed to be, or act or purport to act, as an
employee, agent, or representative of the County.
10.2 All actions of employees on the Contractor’s payroll shall be the Contractor's responsibility.
The Contractor shall comply with all applicable government regulations related to the
employment, compensation, and payment of Personnel. Contractor and its Staff shall have
no County employee-type benefits of any kind whatsoever, including without limitation,
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insurance, pension plan, vacation pay or sick pay, or other right or privilege afforded to
County employees. Contractor and its Personnel shall be responsible for payment of all
insurance, taxes, and benefits.
10.3 The County will not be responsible in any way for the damage or loss caused by fire, theft,
accident, or otherwise to the Contractor's stored supplies, materials, equipment, or personal
property stored by Contractor’s Personnel on County property.
ARTICLE 11. WARRANTY, RISK OF LOSS, AND INDEMNIFICATION
11.1 Warranty of Contractor. Contractor warrants that work performed hereunder shall be
completed in a manner consistent with professional standards practiced among those firms
within Contractor’s profession, doing the same or similar work under the same or similar
circumstances.
11.2 Intentionally omitted.
11.3 Intellectual Property Warranty. Contractor represents and warrants that its performance of
all obligations under this Contract does not and will not infringe in any way, directly or
contributorily, upon any third party’s intellectual property rights, including, without
limitation, patents, copyrights, trademarks, trade secrets, rights of publicity and proprietary
information.
11.4 Intentionally Omitted.
11.5 Indemnification and Claim
A. Contractor, at its own expense, will defend, indemnify, and hold harmless Kitsap County
and its elected and appointed officials, officers, employees, and agents (collectively
“Indemnitees”) and pay any and all losses, liabilities, damages, judgements, fines, costs
and expenses (including reasonable attorneys’ fees and court costs) finally awarded by
a court of competent jurisdiction against the County or agreed to in a settlement by
Contractor in any claims, suits, and actions brought by a third party against the
Indemnitees for bodily injury, personal injury (including death) or tangible property
damage to the extent caused by the negligence or willful misconduct of Contractor or
any of its owners, officers, directors or Staff (“Claims”), except to the extent such
Claims result from or arise in connection with the negligence or willful misconduct of
the Indemnitees, and provided that the following conditions are met: (i) County gives
Contractor prompt written notice of any such Claim and full opportunity to defend the
same, (ii) County has not made any admissions or entered into settlement negotiations
either prior to or after providing notice to Contractor of the applicable Claim except with
Contractor’s prior written consent; (iii) County gives Contractor sole control of the
defense of the Claim and all negotiations for its compromise or settlement (provided
that, Contractor will obtain the Indemnitees consent in connection with any act or
forbearance required by the County, which consent will not be unreasonably
withheld); and (iv) County provides Contractor all reasonable assistance and
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information throughout the claim or proceeding. Subject to the foregoing, to the extent
that the Indemnitees are found to be at fault and apportioned liability by a decision of a
court of competent jurisdiction, adjudicator, or in a settlement agreement agreed to by
the parties, County shall promptly reimburse the Contractor for its proportionate share
of all amounts paid by the Contractor pursuant to the latter’s fulfilment of its indemnity
obligations. In the event that neither of the parties are found to be at fault by a decision
of a court of competent jurisdiction, the parties agree to pay the reasonable legal costs
associated with Contractor’s defense of the claim against the County in equal shares
notwithstanding anything contained in this Section 11.5. The terms and conditions of
Contractor’s indemnity obligations set out in Section 14 of the EIS SSLA states the
entire liability of Contractor and County’s sole and exclusive remedies for claims of
infringement of trademark, copyright, patent, and any other intellectual property rights.
B. Any Claim against any Indemnitee by any of Contractor’s Staff, or anyone directly or
indirectly employed by them, or anyone for whose acts they may be liable, shall not
limit the Contractor’s indemnification obligation in any way by a limitation on the
amount or type of damages, compensation, or benefits payable by or for the Contractor
or Contractor’s Staff under workers’ compensation acts, disability benefit acts, or other
employee benefit acts. Solely for the purposes of this indemnification provision,
Contractor expressly waives its immunity under Title 51 RCW (Industrial Insurance) by
application of any other worker's compensation act, disability benefit act or other
employee benefit act. The foregoing indemnification obligations of the Contractor are a
material inducement to County to enter into the Contract, are reflected in the
Contractor’s compensation, and have been mutually negotiated by the parties.
11.6 Notice of Claim and Tender
Contractor’s obligation to indemnify the Indemnities is subject to the following conditions:
A. Contractor will be responsible for primary loss investigation, defense, and all
negotiations for its compromise or settlement, where the indemnification of 11.5(A) is
applicable. Contractor agrees to waive all rights of subrogation against the County, its
officers, officials, agents, and employees for losses arising from the work performed
by the Contractor for the County, except to the extent that the County is found to be at
fault and apportioned liability. The Indemnitees have not made any admissions or
entered into any settlement negotiations either prior to or after providing notice to
Contractor of the applicable Claim except with Contractor’s prior written consent. This
prohibition does not apply if the Contractor fails to notify the County that it accepts
Contractor’s obligations under Section 11.5(A) within 14 business days of receipt of
notice from the County of a Claim as required by 11.6 (C).
B. Contractor shall promptly provide the County Representative written notice of any
occurrence or information known to the Contractor that could reasonably result in a
Claim against the County, or any Claim made or filed against the Contractor or its
subcontractors regarding any matter resulting from, or relating to, the Contractor’s
obligations under the Contract. The County must provide Contractor with all
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reasonable assistance and information throughout the Claim.
C. The County will promptly provide the Contractor’s Representative written notice of
any Claim made or filed against the County by a third party that may give rise to a
Claim by the County against the Contractor based on the indemnity contained herein.
The Contractor shall respond to the County’s tender of defense of a claim in writing
within 14 business days from the date of notice and will advise the County if Contractor
accepts or denies tender of the claim. The County may in its discretion withhold all or
part of any payment due Contractor under the Contract until Contractor responds to
such notice.
D. The Contractor shall keep the County continuously, timely and fully informed through
all stages of the defense and promptly respond to and comply with County’s requests
for information. The County at all times reserves the right, but not the obligation to
participate in the defense and settlement of any Claim at its sole expense, subject to
Contractor’s right to sole control of the defense and settlement of any such Claim.
County shall not settle any such Claim without Contractor’s prior written consent,
provided that Contractor shall not settle or compromise any Claim that includes an
admission of liability or fault or payment obligation on behalf of the County without
the prior written consent of the County, not to be unreasonably withheld. Such
participation shall not constitute a waiver of Contractor’s indemnity and defense
obligations under the Contract.
E. Violation of any provisions of this article is a material breach. Rights and remedies
available to the County under this Article are cumulative to those provided elsewhere
in the Contract, and those allowed by law, except where otherwise expressly stated.
The Article shall survive termination and expiration of the Contract.
11.7 Indemnity by Subcontractors. In the event the Contractor enters into subcontracts to the
extent allowed under the Contract, the Contractor's subcontractors shall indemnify the
County on a basis equal to or exceeding Contractor's indemnity obligations to the County.
ARTICLE 12. INSURANCE REQUIREMENTS
12.1 Minimum Requirements
A. Contractor and its subcontractors, if any, shall procure prior to providing services and
maintain uninterrupted until all of Contract obligations have been fully discharged,
including any warranty period, all insurance required in this article with an insurance
company duly licensed in Washington State with an A.M. Best Company ratings of not
less than A: VIII, with policies and forms satisfactory to the County. Coverage limits
shall be at minimum the limits identified in this section, or the limits available under
the policies maintained by Contractor without regard to the Contract, whichever is
greater.
B. The required insurance coverage limits identified in this section shall be provided for
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each annual policy term. The Insurance Requirements herein are minimum requirements
for the Contract and do not limit the indemnity covenants contained in the Contract. The
County in no way warrants that the minimum limits contained herein are sufficient to
protect the Contractor from liabilities that arise out of the performance of the work under
the Contract by the Contractor, its agents, representatives, employees or subcontractors,
and the Contractor is free to purchase additional insurance.
12.2 Commercial General Liability (“CGL”)
A. Not less than $1,000,000 per occurrence and $5,000,000 annual aggregate under this
Contract. Coverage shall include personal injury, bodily injury, and property damage
for premise-operations liability, products/completed operations, personal/advertising
injury, contractual liability, independent contractor liability, and stop gap/employer’s
liability. Coverage shall not exclude or contain sub-limits less than the minimum limits
required herein, without the prior written approval of the County.
B. The certificate of insurance for the CGL policy shall expressly cover the indemnification
obligations required by the Contract. There shall be no exclusion or restriction
preventing coverage from applying to injury caused by an act of Discrimination or a
violation of Civil Rights, including but not limited to race, religion, sex, national
origin as well as allegations for failure to provide adequate treatment.
12.3 Intentionally omitted.
12.4 Technology Errors & Omission and Cyber Liability Insurance. Not less than $1,000,000 per
occurrence and $5,000,000 annual aggregate under this Contract. Such insurance shall
include, but not be limited to, coverage for third party claims and losses with respect to
network risks (such as data breaches, unauthorized access or use, ID theft, theft of data)
and invasion of privacy regardless of the type of media involved in the loss of private
information crisis management and identity theft response costs. This should also include
breach notification costs, credit remediation and credit monitoring, defense and claims
expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer
program and electronic data restoration expenses coverage (data asset protection), network
business interruption, computer fraud coverage, and funds transfer loss. Subject to terms,
conditions, limitations and exclusions of the policy.
12.5 Business Automobile Liability. Not less than $500,000 per occurrence under this Contract.
If a personal automobile liability policy is used to meet this requirement, it must include a
business rider and cover each vehicle to be used in the performance of the Contract. If
Contractor will use non-owned vehicles in performance of the Contact, the coverage shall
include owned, hired, and non-owned automobiles.
12.6 Intentionally Omitted.
12.7 Workers’ Compensation and Employer Liability. If applicable, Contractor shall maintain
workers’ compensation insurance as required under the Title 51 RCW (Industrial
Insurance), for all Contractor’s Staff eligible for such coverage. If the Contract is for over
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$50,000, then the Contractor shall also maintain employer liability coverage with a limit
of not less than $1,000,000.
12.8 Primary, Non-Contributory Insurance/Subcontractors. Contractor’s and its subcontractors’
insurance policies and additional named insured endorsements will provide primary
insurance coverage and be non-contributory. Any insurance or self-insurance programs
maintained or participated in by the County will be excess and not contributory to such
insurance policies. All Contractor’s and its subcontractors’ liability insurance policies must
be endorsed to show as primary coverage. The Contractor shall include all subcontractors
as insureds under its policies or shall furnish separate certificates and endorsements for each
subcontractor. All subcontractors shall comply with all insurance and indemnification
requirements herein. Insurance provided by the Contractor shall not limit the Contractor’s
liability assumed under the indemnification provisions of the Contract.
12.9 Intentionally Omitted.
12.10 Coverage Verification. The C ontractor will be required to provide the following Certificate
of Insurance within five (5) days after receipt of written notice of intent to award the
Contract. Contractor shall furnish the County with certificates of insurance (valid ACORD
form or equivalent approved by the County) as required by the Contract. An authorized
representative of the insurer shall sign the certificates.
12.11 Waiver of Subrogation. In consideration of the Contract award, Contractor agrees to waive
all rights of subrogation against the County, its elected and appointed officials, officers,
employees, and agents. This waiver does not apply to any policy that includes a condition
that expressly prohibits waiver of subrogation by the insured or that voids coverage should
the Contractor enter into a waiver of subrogation on a pre-loss basis.
12.12 Additional Insured, Endorsement and Certificate of Insurance. All required insurance
coverage, other than the workers’ compensation and professional liability, shall provide an
endorsement for the full available limits of coverage maintained by Contractor and its
subcontractors for the benefit of the County which may be satisfied by a blanket form
endorsement. The Certificate of Insurance and endorsement shall endeavor to mail notice
to the certificate holder named of cancellation, but failure to mail such notice shall impose
no obligation or liability of any kind upon the insurer(s) affording coverage, their agents
or representatives, or the issuer of this certificate. At the time of execution, Contractor shall
provide the Certificate of Insurance, endorsement, and all insurance notices to: Risk
Management Division, Kitsap County Department of Administrative Services, 614
Division Street, MS-7, Port Orchard, Washington 98366 and to the County Representative.
12.13 General. The coverage limits identified herein are minimum requirements only and will not
in any manner limit or qualify the liabilities or obligations of the Contractor under the
Contract. All insurance policy deductibles and self-insured retentions for policies
maintained under the Contract shall be paid by the Contractor. Any failure to comply with
reporting provisions of the policies shall not affect coverage provided to the County, its
elected and appointed officials, officers, employees, or agents. Contractor’s insurance shall
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apply separately to each insured against whom a claim is made, or suit is brought, subject
to the limits of the insurer’s liability.
12.14 Claims-Made. If any insurance required by the Contract is written on a claims-made basis,
such policy should allow for claims to be made after expiration or termination of the policy
for issues that arose during policy period. If Contractor has a claims made policy, Contractor
shall provide sufficient proof of extended coverage.
12.15 Subcontractors. The Contractor shall establish and outline the insurance requirements
for each subcontractor that will perform work under the terms of the Contract. Such
insurance shall be in forms and limits customary in Washington for the specific services
being provided by each subcontractor. Such insurance shall include Kitsap County, and
its officers, elected officials, directors, agents, and employees as additional insureds and
waiver of subrogation with respect to all applicable polices. The Contractor shall be
responsible for confirming each subcontractor meets the established insurance
requirements for the specific work or medical service being provided. Contractor is
responsible for furnishing evidence of insurance to the County for each subcontractor.
ARTICLE 13. CONTRACT CHANGES, SUBCONTRACTS
13.1 Amendment. No amendment or modification to the Contract will be effective without the
prior written consent of the authorized representatives of the parties.
13.2 Successors and Assigns. To the extent permitted by law, the Contract is binding on the
parties’ respective partners, successors, assigns, executors, and legal representatives.
13.3 Assignment and Delegation. Neither party shall assign any right or delegate this Contract,
or any service, or duty under the Contract without the prior written consent of the other
party, which shall not be unreasonably withheld, except that Contractor may assign this
Contract to a successor entity in the event of its dissolution, acquisition, sale of substantially
all of its assets, merger or other change in legal status. Contractor agrees to provide written
notice of such change and to facilitate any required assignment and delegation. Any
purported assignment or delegation in violation of this subsection shall be void.
13.4 Subcontracts. The Contractor shall provide the County a list of all subcontractors and the
subcontractors’ proposed responsibilities. “Subcontract” means any contract, express or
implied, between the Contractor and another party or between a subcontractor and another
party delegating or assigning, in whole or in part, the making or furnishing of any material
(for greater certainty, other than software and related documentation) or service for the
performance of the Contract. All subcontracts shall incorporate by reference the terms and
conditions of this Contract. The Contractor is solely responsible for the performance and
payment of its subcontractors.
ARTICLE 14. OWNERSHIP, CONFIDENTIALITY, BREACH, RECORDS, AUDIT
14.1 Ownership.
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A. The Software, Documentation (as those terms are defined in the EIS SSLA) and related
materials are and shall remain the sole and exclusive property of Contractor, its licensors
and/or its affiliates and County acknowledges and agrees that all Intellectual Property
Rights (as that term is defined in the EIS SSLA) therein are and shall remain with
Contractor, its affiliates and/or its licensors. Any rights not expressly granted herein are
reserved by Contractor. County may not obscure, remove or otherwise alter any
copyright, trademark or other proprietary notices from the Software, the Documentation,
and related material supplied by Contractor. County shall report to Contractor any actual
and verified infringement or misappropriation of Contractor Intellectual Property Rights
or other rights in the Software, or the Documentation of which County becomes aware.
B. County shall retain sole and complete ownership of its Data at all times, regardless of
the location of the Data, and Contractor may not make any use any of the County’s Data
other than for testing purposes or as necessary to perform its obligations under this
Contract (such as Services and Support Services), without the prior consent of the
County.
14.2 Confidentiality of Records
A. The Contractor shall establish and maintain procedures and controls, that are acceptable
to the County to assuring that no information contained in its records or obtained from
the County or from others in carrying out its functions under the Contract shall be used
or disclosed by it, its agents, officers, or employees, except as required to efficiently
perform duties under the Contract. Persons requesting such information should be
referred to the County. Contractor also agrees that any information pertaining to
individual persons shall not be divulged other than to employees or officers of the
Contractor and permitted subcontractors as needed for the performance of duties under
the contract, unless otherwise agreed to in writing by the County.
14.3 Data Breach
A. The Contractor shall notify the County within a reasonable period of time, not to exceed
the timeframe required by law, when any Contractor and/or subcontractor reasonably
believe Software that stores Data is subject to a Data breach or any incident relating to
the integrity of such Software such as a virus. Notice shall be provided via electronic
correspondence to the person identified in the notice provisions herein. The parties
acknowledge that Contractor, as County’s agent, may have access to PII or protected
health information (PHI), (as that term is defined in the Health Insurance Portability and
Accountability Act of 1996) (collectively “County Sensitive Data”) when providing
services under this Contract. County will indemnify the Contractor in the event that a
third party makes a claim against Contractor that the Contractor did not have the proper
consent to access, use, or store the PII or PHI under applicable Law. Notwithstanding
the foregoing, the County will not be responsible nor indemnify the Contractor for any
subsequent improper use or dissemination of the PII or PHI by the Contractor.
B. The Contractor shall provide reasonable notice, not to exceed the timeframes required
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by Law, to the County upon knowledge of a breach to the Contractor and/or
subcontractor's systems that results in the unauthorized use, or disclosure of County
Sensitive Data. If an unauthorized use or disclosure of any County Sensitive Data
occurs, the Contractor must provide electronic notification to the County within a
reasonable time, not to exceed the timeframes required by Law, after the Contractor's
discovery of such use or disclosure and, thereafter, all information the County requests
concerning such unauthorized use or disclosure. The Contractor, upon discovery, shall
report to the County within a reasonable time, not to exceed the timeframes required by
Law, any improper or non- authorized use or disclosure of County Sensitive Data. The
Contractor's report shall identify: i) the nature of the unauthorized use or disclosure; ii)
the County Sensitive Data used or disclosed; iii) who made the unauthorized use or
received the unauthorized disclosure; iv) what the Contractor has done or shall do to
mitigate any deleterious effect of the unauthorized use or disclosure; v) what corrective
action the Contractor has taken or shall take to prevent future similar unauthorized use
or disclosure; and vi) shall provide such other information, including a written report, as
reasonably requested by the County.
C. Contractor shall maintain reasonable safeguards to ensure that all personal identifying
information, financial information, and other information submitted or made available
to Contractor by, or on behalf of, the County, or acquired or developed by Contractor in
the performance of the Contract (unless publicly available) is kept confidential, secured,
and protected to prevent unauthorized access. Such information will be utilized by
Contractor and permitted subcontractors solely as necessary for the performance of the
Contract and not made available to any other person without the County’s prior written
consent. Upon expiration or termination of the Contract, all confidential information
shall be returned to the County or destroyed at the County’s discretion.
D. The Contractor shall, at its sole expense, comply with all applicable laws that requires
the notification of the County of any breach of the security of personal information
owned or licensed by the County that Contractor maintains or possesses if Contractor
discovers that such personal information was acquired by an unauthorized person,
including without limitation RCW 19.255.010, as in effect during the term of this
Contract.
14.4 Loss of Data. In the event of loss of any Data or records where such loss is due to the
intentional act or negligence of the Contractor or any of its subcontractors or agents, the
Contractor shall be responsible for recreating such lost data in the manner and on the
schedule set by the County. The Contractor shall ensure that all data is backed up and
recoverable by the Contractor. Contractor shall use reasonable efforts to assure that at no
time shall any actions undertaken by the Contractor under the Contract damage or create
any industry known vulnerabilities in the Software.
14.5 Public Records. Contractor acknowledges the Contract and all public records associated
with the Contract shall be available to the County for inspection and copying by the public
where required by the Public Records Act, Chapter 42.56 RCW (“Act”). To the extent that
public records in the custody of the Contractor are needed for the County to respond to a
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request under the Act, as determined by the County, the Contractor shall make them
promptly available to the County at no cost to the County. If the Contractor considers any
portion of any record provided to the County under the Contract, electronic or hard copy, to
be protected from disclosure under the law, the Contractor shall clearly identify all specific
information it claims to be confidential or proprietary. If the County receives a request under
the Act to inspect or copy the information that has been identified by the Contractor as
confidential or proprietary and the County determines that release of the information is
required by the Act or otherwise appropriate, the County’s sole obligation will be to make
a reasonable effort to notify the Contractor of the request and the date that such information
will be released to the requester unless the Contractor obtains a court order to enjoin
disclosure pursuant to RCW 42.56.540. If the Contractor fails to timely obtain a court order
enjoining disclosure, the County will release the requested information on the date specified.
The County has, and by this section assumes, no obligation on behalf of the Contractor to
claim any exemption from disclosure under the Act. The County will not be liable to the
Contractor for releasing records in compliance with the Act, this section or court order.
14.6 Audit and Record Retention. Contractor and its Staff shall maintain and retain all books,
documents, and records relating to performance of the Contract and services provided in
connection with the Contract for six years after completion of the Contract or longer if
requested by the County. All records shall be subject to inspection and audit by the County,
no more than once in a twelve-month period, upon reasonable advance notice, and at all
reasonable times during regular business hours. In the event of any audit or records request,
the Contractor shall provide assistance to the County, without additional compensation, and
provide all books, documents and records reasonably requested, and identify, investigate,
and reconcile any audit discrepancies and/or variances. Contractor and its Staff shall fully
cooperate with the County when the County is evaluating Contract compliance and
conducting performance audits and financial audits, which shall include making all records
requested by the County promptly available to the County for review, at no cost to the
County.
ARTICLE 15. REPRESENTATIONS, WARRANTIES
15.1 General. Each party represents and warrants that 1) it has all necessary rights, licenses and
approvals required to perform its obligations under this Contract and to provide the other
with the rights to utilize the Software in the manner indicated within the Contract and that
County shall be entitled to use the Software without disturbance provided the County has
complied with all of the terms and conditions of the Contract; 2) all obligations owed to the
third parties with respect to the activities contemplated to be undertaken by the parties
pursuant to this Contract, are or will be, fully satisfied so that the parties will not have any
obligations (other than obligations set forth in this Contract) with respect thereto; 3) the
parties’ obligations under this Contract are not in conflict with any of their other obligations;
4) each party will comply with all applicable laws in the performance of its obligations under
this Contract; and 5) the parties’ arrangements with any Subcontractors who provide
services in connection this Contract shall be in compliance with the terms and conditions of
this Contract.
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15.2 Intellectual Property Warranty. Contractor represents and warrants that its performance of
all obligations under this Contract does not infringe in any way, directly or contributorily,
upon any third party’s intellectual property rights, including, without limitation, patents,
copyrights, trademarks, trade secrets, rights of publicity and proprietary information.
15.3 Defects. Subject to the exclusions and disclaimer set out in Section 14(b) and 14(d),
respectively, of the EIS SSLA, Contractor represents and warrants that, at the time of
completion of delivery and installation of the Software, the Software and all components
thereof shall operate in material conformity with the functional specifications contained in
the applicable Documentation supplied by Contractor as defined in the EIS SSLA. County’s
sole and exclusive remedy for any defect in the Software to meet the foregoing warranty
shall be as set out in Section 14 of the EIS SSLA.
15.4 Malicious Code. Contractor represents and warrants that it shall use its best efforts to
prevent the introduction and proliferation of any Malicious Code in the Software as and
when delivered to the County. Without limiting Contractor’s other obligations under this
Contract, Contractor covenants that, in the event any Malicious Code is found in the
Software, as and when provided by Contractor under this Contract, Contractor shall remove
such Malicious Code and correct all associated issues at its sole expense.
15.5 Disabling Code. Contractor represents and warrants that during the Term Contractor shall
not insert into the Software any Disabling Code except that for purposes of this provision,
code that serves the function of ensuring software license compliance (including passwords)
or the provision by Contractor of services under this Contract shall not be deemed disabling
code or a breach of any of the terms of this Section 15.5.
15.6 No Fee. Contractor certifies it has not received, nor paid or agreed to pay, another person or
entity, other than a bona fide employee working exclusively for Contractor, any fee,
commission, percentage, gift, or any other consideration contingent upon or resulting from
the award or making of the Contract.
15.7 Compliance. Contractor represents and warrants that during the Term: 1) it is qualified to
do business in the State of Washington and that it will take such action as, from time to time
hereafter, may be necessary to remain so qualified; 2) it is not in arrears with respect to the
payment of any monies due and owing the state, or any department or unit thereof, including
but not limited to the payment of taxes and employee benefits, and that it shall not become
so in arrears during the term of the Contract; and 3) it shall comply with all applicable Laws,
including but not limited to, laws regarding health and safety, labor and employment, wage
and hours and licensing laws which affect employees.
15.8 Non-Discrimination. During the Term Contractor and its Staff shall not discriminate against
any person based on race, color, creed, religion, national origin, age, sex, marital status,
sexual orientation, veteran status, disability, or other circumstance prohibited by federal,
state, or local law, and shall comply with Title VI of the Civil Rights Act of 1964, P.L.
88-354 and Americans with Disabilities Act of 1990 in the performance of the Contract.
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Any subcontract entered into by Contractor, relating to the Contract, shall be subject to the
provisions of this paragraph.
15.9 Claims for Labor and Materials. The Contractor shall promptly pay when due all amount
payable for labor and materials furnished in the performance of this Contract so as to prevent
any lien or other claim under any provision of law from arising against County property
(including reports, documents, and other tangible or intangible matter produced by
Contractor hereunder), against Contractor’s rights to payments hereunder, or against the
County, and shall pay all amounts due under the Unemployment Compensation Act with
respect to such labor.
15.10 Intentionally omitted.
ARTICLE 16. RIGHTS AND REMEDIES
16.1 Intentionally omitted.
16.2 Withholding Payment. In the event the County reasonably determines that the Contractor
has failed to perform any obligation under this Contract within the times set forth in the
Contract, then the County may withhold from amounts otherwise due and payable to
Contractor in respect of the particular Product or Services that is the subject of the non-
performance, until the County Representative determines, acting reasonably, that such
failure to perform has been cured. Withholding under this subsection shall not be deemed a
breach entitling Contractor to termination or damages, provided that the County gives notice
in writing to the Contractor of the nature of the default or failure to perform and an
opportunity to cure the default or failure to perform in accordance with the terms of Section
8.3(a) or such longer period specified by the County, and the County pays the Contractor all
amounts owing in respect of any other Software and Services satisfactorily performed.
16.3 Recovery of Funds. Whenever, under the Contract, any sum of money shall be recoverable
from or payable by the Contractor to the County the same amount may be automatically
deducted from any sum due to the Contractor under the Contract or under any other contract
between the Contractor and the County. The rights of set-off of the County are in addition
and without prejudice to any other right the County may have to claim the amount of any
loss or damage suffered by the County on account of breach of this Contract.
16.4 Right of Assurance. If the County in good faith has reason to believe the Contractor will not
or cannot perform or continue performing under the Contract, the County may demand in
writing that the Contractor give a written assurance of intent and/or ability to perform.
16.5 Responsibility for Errors. All Services shall be completed to the reasonable satisfaction of
the County and as required herein. Upon reasonable request, Contractor shall provide any
clarifications and/or explanations regarding any Services provided as requested by the
County, at no additional cost to the County.
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16.6 Right of Offset, Reimbursement. The County shall be entitled to offset against any sums
due the Contractor, any expenses or costs incurred by the County, or damages assessed by
the County concerning the Contractor’s non-conforming performance or failure to perform
the Contract, including expenses, costs and damages described in the Contract.
16.8 Nonconforming Tender. Services supplied under the Contract shall fully comply with the
Contract. The delivery of services or a portion of the services that do not fully comply
constitutes a breach of contract. On delivery of nonconforming services, the County may
terminate the Contract for default under applicable termination clauses in the Contract,
exercise any of its rights and remedies under the Uniform Commercial Code or pursue any
other right or remedy available to it.
ARTICLE 17. LIQUIDATED DAMAGES
17.1 Intentionally omitted.
ARTICLE 18. GOVERNING LAW, DISPUTES
18.1 Governing Law; Venue. The Contract has and shall be construed as having been made and
delivered in the State of Washington, and the laws of the State of Washington shall be
applicable to its construction and enforcement. Any action at law, suit in equity or judicial
proceeding for the enforcement of the Contract or any provisions hereto shall be instituted
only in courts of competent jurisdiction within Kitsap County, Washington or in a federal
court nearest to Kitsap County, unless otherwise required by law.
18.2 Disputes. Difference between the parties related to the Contract will be promptly brought to
the attention of the County. Any dispute relating to the quality or acceptability of
performance or compensation due the Contractor shall be brought to the attention of the
County Representative at the earliest possible time in order that such matters may be settled,
or other appropriate action promptly taken by the County’s Representative.
ARTICLE 19. GENERAL PROVISIONS
19.1 Advertising, Logo. Contractor shall not use, advertise, or promote information for
commercial benefit concerning the Contract or use any trade name, trademark, logo, or
symbol of the County, or County Departments, without the County’s prior written consent.
19.2 Implied Contract Terms. Each provision of law and any terms required by law to be in the
Contract are made a part of the Contract as if fully stated in it.
19.3 Intentionally omitted.
19.4 Headings/Captions. Headings and captions used are for convenience only and are not a part
of the Contract and do not in any way limit or amplify the terms and provisions hereof.
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19.5 No Party the Drafter. The Contract is the product of negotiation between the parties, and
no party is deemed the drafter of the Contract.
19.6 Time of Performance. Time is of the essence with respect to each and every term and
provision of the Contract.
19.7 Severability. If a court of competent jurisdiction holds any provision of the Contract to be
illegal, invalid, or unenforceable, in whole or in part, the validity of the remaining provisions
will not be affected, and the provision shall be deemed modified to the extent necessary in
order to render such provision valid and enforceable while giving effect to the parties’
intentions provided that if such provision may not be so saved, it shall be severed and the
remainder of this Contract shall remain in full force and effect.
19.8 Waiver. A waiver of a default of any part, term, or provision of this Contract or failure to
enforce any provision of this Contract shall not be construed as a waiver of any subsequent
default or as a waiver of the part, term, or provision itself. All waivers must be in writing.
19.9 Non-Exclusive Contract. The County may at its discretion enter into multiple agreements to
obtain the same or similar services that are the subject of this Contract or may have its own
employees perform the same or similar services contemplated by the Contract.
19.10 Counterparts. The Contract may be executed in several counterparts, each of which will be
deemed an original, but all of which together will constitution one and the same agreement.
19.11 Survival. Any provision of the Contract which contemplates performance or observance
subsequent to any termination or expiration of the Contract or which is required to ensure
that the parties fully exercise their rights and obligations hereunder shall survive termination
or expiration of the Contract and continue in full force and effect unless and until waived
expressly in writing by the party to whom they benefit. Those provisions include, without
limitation: Article 3 (Statement of Work), Article 8 (Termination), Article 11.5 – 11.7
(Indemnification), Article 14 (Ownership, Confidentiality, Breach, Records, Audit), Article
15 (Representations and Warranties), Article 16 (Rights and Remedies), and Article 18
(Governing law, Disputes), and Article 19 (General Provisions).
19.12 Entire Agreement. The parties acknowledge the Contract together with the EIS SSLA,
SOW’s, EIS Support Services Agreement, Attachments, and any Schedules to such
Attachments and SOWs, is the product of negotiation between the parties and represents the
entire agreement and understanding of the parties with respect to its subject matter. All
previous agreements, understandings, and representations, whether oral or written, entered
into prior to the Contract are hereby revoked and superseded by the Contract. The terms,
provisions, or conditions of any purchase order or other business form or written
authorization used by County will have no effect on the rights, duties or obligations of the
parties under this Contract, regardless of any failure of Contractor to object to those terms,
provisions or conditions.
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19.13 Authorization. Each party signing the Contract warrants to the other party, that they have
the full power and authority to execute the Contract on behalf of the party for whom they
sign.
Dated this _____ day of _____, 2021 Dated this _____ day of _____, 2022
EXECUTIVE INFORMATION SERVICES, INC KITSAP COUNTY
_____________________________ _____________________________
Todd Richardson John Gese
CFO Executive Information Services Kitsap County Sheriff
_____________________________
Gregg Merlihan
SEVP Executive Information Services
_____________________________
Jeff Pugh
EVP Executive Information Services
DATED this ___ day of _____________________, 2022.
BOARD OF COUNTY COMMISSIONERS
KITSAP COUNTY, WASHINGTON
__________________________________
ROBERT GELDER, Chair
__________________________________
EDWARD E. WOLFE, Commissioner
__________________________________
CHARLOTTE GARRIDO, Commissioner ATTEST:
___________________________
Dana Daniels, Clerk of the Board
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ATTACHMENT A
Sales, Service and License Agreement
THIS SALES, SERVICE AND LICENSE AGREEMENT (“EIS SSLA”) is made and entered into this __ day of ____,
2020 (the “Effective Date”), by and between Kitsap County, a Washington state municipal corporation,
located at _____________ (hereinafter “COUNTY”), and Executive Information Services, Inc., a Nevada
Corporation located at 1396 NE 20th Ave. Suite 100, Ocala, FL 34470 (hereinafter “CONTRACTOR”).
RECITALS
WHEREAS, (a) the CONTRACTOR is the owner of certain software products and related services and
COUNTY wishes to use such software products and related services; and (b) CONTRACTOR has agreed to
license such software to COUNTY and to perform such related services for COUNTY on the terms and
conditions set out in the Contract and this EIS SSLA.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1.Interpretation.
(a)Definitions. In this EIS SSLA, the following expression shall have the meanings indicated below,
unless otherwise defined in the KC 561-20 Public Safety Records and Jail Records Management
System Contract (“Contract”):
“Agency” means any public agency, other than Kitsap County or Agency Partner (as defined in the
Contract);
“Agency Partner(s)” means the City of Bremerton Police Department, the City of Bainbridge Island
Police Department, the Suquamish Police Department for the Port Madison Indian Reservation, the
City of Port Orchard Police Department, and the City of Poulsbo Police Department. Agency Partners
shall include any employee of an Agency Partner that have been authorized by the Agency Partner
to have access to the Software by way of any type of interface (for example, graphical user interface
or browser user interface) and who are bound by confidentiality obligations at least as protective
of CONTRACTOR’S Confidential Information as the terms of this EIS SSLA;
“Agency Partner Task Force” means members of a joint task force that includes an Agency Partner;
“Authorized Site(s)” means those designated sites of the County and Agency Partners that are
owned or controlled by the County or such Agency Partner as applicable as specified in Schedule
“A”;
“Client Side Software” means those modules of the Software that reside on client side hardware
that are licensed on a per Agency Partner basis as specified in Schedule “A”;
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“Confidential Information” means the Software, and any information which is confidential in
nature or that is treated by Contractor as being confidential which is disclosed by Contractor or
obtained by COUNTY in connection with this EIS SSLA, whether such information is in oral, written,
graphic or electronic form, which: is (i) marked "Confidential," "Restricted," or "Proprietary
Information" or other similar marking, (ii) known by the COUNTY to be considered confidential or
proprietary, such as the Software, or (iii) which should be known or understood to be confidential
or proprietary by an individual exercising reasonable commercial judgment in the circumstances.
Confidential Information does not include information to the extent that such information: (i) is or
becomes generally known to the public by any means other than a breach of the obligations of a
receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its
written records; (iii) is rightly received by the receiving party from a third party who is not under an
obligation of confidentiality; or (iv) is independently developed by the receiving party’s employees
or independent contractors who have not had access to or use of the other party's Confidential
Information which such independent development can be established by evidence that would be
acceptable to a court of competent jurisdiction. The contracts between the parties and all schedules
and attachments are not Confidential Information;
“Defect” means a material program error that causes the Software to crash, or program algorithms
or logic that produce material incorrect results or fails to function in all material respects in
accordance with the specifications in the SOW. Defects pertain to the intended operation of EIS
Software as delivered to COUNTY, but do not pertain to subsequent errors brought about by
Infrastructure changes made by COUNTY. Defects do not include changing user preferences, report
or screen aesthetics, presentation standards, or validity of converted data;
“Documentation” means user guides, operating manuals, educational materials, product
descriptions and specifications, technical manuals, supporting materials, and other information
regarding the Software regardless of the media on which it is provided that have been provided
by and generated by or on behalf of the CONTRACTOR to COUNTY, as may be amended or
supplemented from time to time and delivered to COUNTY by CONTRACTOR;
“EIS External Agency Application(s)” means the object code version of the Contractor software
identified in Schedule “A” as external agency applications and includes any Updates or Upgrades
and any customizations or enhancements to the foregoing as described in the Statement of Work
that have been provided to the County as part of the Support Services. Third Party Software is not
included in the definition of EIS External Agency Applications except where this EIS SSLA explicitly
states otherwise;
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“EIS Minimum Requirements” means the minimum required hardware, software and network
components and configurations as specified in the EIS published minimum standards document,
as amended by EIS from time to time, with six months prior written notice to the COUNTY, and
made available on the www.goeis.net website or, where applicable, as specified in a SOW;
“EIS Public Access Applications” means the object code version of the Contractor software
identified in Schedule “A” as public access applications and includes any Updates or Upgrades and
any customizations or enhancements to the foregoing as described in the that have been
provided to the COUNTY as part of the Support Services. Third Party Software is not included in
the definition of EIS Public Access Applications except where this EIS SSLA explicitly states
otherwise;
“External User(s)” means a user that is not a User or an Agency Partner;
“Fees” means the License Fees, Services Fees, and other fees set out in Schedule “B”;
“Intellectual Property Rights” means any proprietary right including, but not limited to, those
provided under: (a) patent law; (b) copyright law; (c) trade-mark law; (e) design patent or industrial
design law; or (d) any other statutory provision or common law principle applicable to this EIS SSLA,
including trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts,
inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms,
concepts, inventions or know-how;
“License Fees” means the software license fees set out in Schedule “B”;
“Maximum Active Instances” means the number of active instances of each module of the
Software that has been licensed by the County as specified in Schedule “A”;
“Personally Identifiable Information or PII” means information which can be used to distinguish
or trace an individual's identity, such as their name, Social Security number (SSN), biometric
records, , etc. alone or when combined with other personal or identifying information which is
linked or linkable to a specific individual, such as date and place of birth, mother’s maiden name,
etc.;
“Product” means the Software and Services;
“Services” means the installation, implementation, data migration, training, and other
professional services to be provided by CONTRACTOR to COUNTY as described in a Statement of
Work;
“Services Fees” means the implementation services fees, training, and travel fees set out in
Schedule “A”;
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“Software” or “Licensed Software” means the object code format of the CONTRACTOR software
products that are listed in Schedule “A” and includes any Updates or Upgrades that have been
provided to COUNTY as part of the Support Services. Third Party Software is not included in the
definition of Software except where this EIS SSLA explicitly states otherwise. Software or
“Licensed Software” includes the EIS External Agency Applications and the EIS Public Access
Applications and consists of both Server Side Software and Client Side Software modules;
“Server Side Software” means those modules of the Software that reside on servers (either
physical or virtual) that are licensed on a per instance basis at an Authorized Site as specified in
Schedule “A”.
“Statement of Work” or “SOW” means a written statement of work attached to the Contract as
Attachment “B” that sets out a description of Services to be provided by CONTRACTOR to COUNTY;
“Support Services” means maintenance and support services to be provided by CONTRACTOR
subject to the payment of applicable fees, pursuant to the terms and conditions of the EIS Support
Services Agreement attached as Attachment “D” to the Contract;
“Third Party Software” means third party software products licensed to COUNTY by the applicable
third-party licensors. Future Releases of the Software may require alternate third-party software
to be upgraded or licensed by COUNTY, which will be subject to a third-party license agreement
between COUNTY and the relevant third-party software licensor;
“Updates” means the object code format of any published changes, additions or corrections to
the Software that primarily include a minor modification or enhancement to the Software related
to a bug fix, minor additional functionality that CONTRACTOR makes available to its customers as
part of its Support Services for no additional fees;
“Upgrades” means a major overhaul of the Software in object code format which is a complete
new published version of the Software that modifies, revises or alters the Software and adds
features, functionality or enhancements to such Software, that CONTRACTOR makes generally
available to its customers which may be subject to the payment of additional fees as determined
by CONTRACTOR in its sole discretion; and
“User(s)” means any employee of COUNTY, an individual acting as a volunteer on behalf of
COUNTY, or any of COUNTY’s legal agents that have been authorized by COUNTY in accordance
with the terms of Section 6 of this EIS SSLA to have access to the Software by way of any type of
interface (for example, graphical user interface or browser user interface) and who are bound by
confidentiality obligations at least as protective of CONTRACTOR’S Confidential Information as the
terms of this EIS SSLA.
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b) Schedules.
The Schedules described below and attached to this EIS SSLA shall be deemed to be integral parts of
this EIS SSLA.
Schedule “A”- Description of Products; Fees
Schedule “B” - Payment Schedule
Schedule “C” - Software and Services Cost Proposal
In the event of any conflict or inconsistency between the terms and conditions in the main body of
this EIS SSLA and the terms and conditions in any Schedule, the terms and conditions of the main
body of this EIS SSLA shall control unless otherwise expressly stated in the provision giving rise to the
conflict or inconsistency.
2. Term of EIS SSLA. The term of this EIS SSLA shall commence on the Effective Date and subject to
earlier termination in accordance with Section 16 shall be coterminous with the Contract.
3. Performance of Services. Services will be provided to COUNTY in accordance with the Contract and
SOW. COUNTY agrees to provide the resources and perform the responsibilities assigned to it in a
SOW in a timely manner in accordance with any applicable milestone dates, any failure by COUNTY to
do so shall not relieve COUNTY of any payment obligation. Delivery and implementation of products
and services itemized in Schedule “A” will be coordinated with designated officials of COUNTY and
provided on a mutually acceptable schedule to be set forth in such SOW.
4. Compensation. In consideration for the provision by CONTRACTOR to COUNTY of the Services and
the license rights granted by CONTRACTOR to COUNTY for the Software, COUNTY shall pay
CONTRACTOR the Fees in accordance with the payment schedule set forth in Schedule “B” and the
payment terms set out in Article 6 of the Contract. COUNTY agrees to pay all sales and use taxes
imposed on goods or services acquired hereunder as required by law within their contracted rate
which shall be added to each invoice to COUNTY as appropriate.
5. Travel. COUNTY shall reimburse Contractor for all reasonable travel and out of pocket expenses set
out in Schedule “A”. Travel expenses not included in Schedule “A” must be pre-approved in writing
by the County prior to commencement of travel.
6. License. Subject to terms and conditions of this EIS SSLA including, without limitation, the payment
by COUNTY of the Fees, CONTRACTOR hereby grants to COUNTY a personal, perpetual (subject to
Section 16 of this EIS SSLA), non-exclusive, non-transferable, revocable limited license:
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a. to install the Maximum Active Instances of the Server Side Software for (i) production use
and (ii) test and training use on any number of servers (physical or virtual) provided that
the Server Side Software may only be installed on an internal network owned or controlled
by the County or an Agency Partner at the Authorized Site(s);
b. to allow Users and Agency Partners to (i) remotely access and use the Server Side Software
at the Authorized Site(s); and (ii) install and use the Client Side Software on any hardware
device owned or controlled by the Agency Partner in the case of Agency Partners and on
any hardware device owned or controlled by the County in the case of Users, solely for
the internal business purposes of the Agency Partners provided such Agency Partner enters
into a written agreement with the County agreeing to be bound by the terms and
conditions of this EIS SSLA and County shall remain responsible for such Agency Partner’s
compliance with the term and conditions of the Contract;
c. to install the EIS External Access Applications at the Authorized Site(s) on the limited
number of servers licensed by the County as specified in Schedule “A” to this EIS SSLA and
to allow External Users to use the EIS External Access Applications on such servers, in object
code format only solely to enter data into the EIS External Access Applications, solely for
the COUNTY’S internal data processing purposes, provided that such External Users agree
to be bound by the terms and conditions of this EIS SSLA and County shall remain
responsible for such External Users compliance with the terms and conditions of this EIS
SSLA;
d. to install the EIS Public Access Applications at the Authorized Site(s) on the limited number
of servers licensed by the County as specified in Schedule “A” of this EIS SSLA and to allow
end users who are members of the general public to access and use the EIS Public Access
Applications on such servers in object code format only;
e. to allow an Agency Partner Task Force to (i) remotely access and use the Server Side
Software at the Authorized Site(s); and (ii) install and use the Client Side Software on any
hardware device owned or controlled by the Agency Partner Task Force member, solely
for the benefit of such Agency Partner Task Force and for no other purpose provided such
Agency Partner Task Force enters into a written agreement with the County agreeing to be
bound by the terms and conditions of this EIS SSLA and County shall remain responsible
for such Agency Partner Task Force’s compliance with the term and conditions of the
Contract;
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f. to make one copy of the Software in machine-readable form subject to the following: (i)
solely for backup purposes provided that COUNTY must reproduce on any such copy all
copyright notices and any other proprietary legends on the original copy of the Software;
(ii) to install and store such copy of the Software on any number of servers (virtual or
physical) at the Authorized Site(s); and (iii) to use such copy as needed for recovery
purposes as long as the number of active instances of the Software running at any given
time does not exceed the Maximum Active Instances; and
g. to reproduce Documentation, solely for internal use by the County and Agency Partners as
reference material and training literature provided all proprietary notices and legends are
preserved on such copies, (the “License”).
In the event that COUNTY desires to use the Server Side Software at another site or change its
Authorized Site(s), COUNTY shall provide CONTRACTOR with written notice thereof, including the
location of the new site(s). Except with CONTRACTOR’s prior written consent, COUNTY shall use the
Server Side Software only at the Authorized Site(s). No access to or use of the Software that is not an
EIS External Use Application or EIS Public Access Application is permitted by any other entity or agency
except as expressly provided in Section 6.
7. Restrictions. Without limiting the generality of Section 8, and in addition to the other restrictions
listed therein, COUNTY shall not, and will not allow, direct or authorize (directly or indirectly) any third
party to:
(a) decompile, disassemble or otherwise reverse engineer any of the Software or use any similar
means to discover the source code or trade secrets contained therein except and only to the extent
that applicable law expressly permits, despite this limitation;
(b) modify, translate or create derivate works of the Software or Documentation or merge all or any
part of the Software with another program; (iii) give away, rent, lease, lend, sell, sublicense, distribute,
transfer, assign, or use the Software for timesharing or bureau use or to publish or host the Software
for use by any third party;
(c) take any actions that would cause the Software to become subject to any Open Source License or
quasi-open source license agreement; (d) use the Software in any manner for purposes of (A)
developing, using or providing a competing software product or service; (B) copying any ideas,
features, functionality or graphics of the Software; or (C) knowingly allow access to any competitor of
CONTRACTOR; and
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(e) COUNTY may not export the Software into any country prohibited by the United States Export
Administration Act and the regulations thereunder.
8. EIS Public Access Applications
(a) EIS Public Access Applications. In the event that COUNTY decides to allow access to and use of the
EIS External Agency Applications by External Users and/or to configure the EIS Public Access
Applications to enable access to the EIS Public Access Applications by end users that are members
of the general public, COUNTY shall comply with all laws, rules and regulations applicable to the
use of the EIS External Agency Applications and EIS Public Access Applications including, without
limitation, those laws applicable to the protection of PII, privacy and security. Without limiting
the generality of the foregoing, County shall:
(a) be solely responsible for ensuring appropriate security and privacy measures are put in place to
secure the EIS External Agency Applications and EIS Public Access Applications from
unauthorized access; and
(b) be solely responsible for the County’s release or disclosure of PII and other information in
violation of applicable Law, including without limitation, privacy and security laws applicable to
such release, subject to Section 14.2 of the Contract.
(b) Publication of Data. COUNTY assumes all risks associated with enabling access to the EIS External
Agency Applications and EIS Public Access Applications to third parties, whether such access is made
available from within COUNTY’s firewall or via the Internet. To the extent that the Constitution and
laws of the State of Washington do not permit COUNTY to indemnify the Indemnities (as defined in
this Section 9(b) in accordance with any provision of this EIS SSLA, COUNTY agrees to reimburse the
Indemnities for any and all losses, costs, damages and expenses (including reasonable attorney’s
fees) that the Indemnities may incur in connection with any demand, claim, action, suit or
proceeding for which any provision under this EIS SSLA would otherwise create an indemnity
obligation on the part of COUNTY. Except to the extent not permitted by the Constitution and laws
of the State of Washington, COUNTY agrees to defend, indemnify and hold harmless CONTRACTOR,
its affiliates, licensors and each of their respective officers, directors, employees, and agents (the
“Indemnities”) from and against all losses, costs, damages, liabilities, and expenses (including
reasonable attorney’s fees) awarded against the Indemnities by a court of competent jurisdiction in
any claim, action, suit or proceeding arising out of or in connection with the use of the EIS External
Agency Applications, the EIS Public Access Applications and/or any website operated by or on behalf
of COUNTY that displays any part of the EIS Public Access Applications, and the publication, display
and use of the information and data described and/or contained on the EIS External Agency
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Applications, the EIS Public Access Applications or such website, including but not limited to any
claim with respect to any improper or incorrect use of the information or any defamatory, offensive,
or other illegal conduct of External Users, users or third parties.
9. Third Party Software. In the event that CONTRACTOR shall distribute to COUNTY any Third Party
Software, COUNTY shall pay to CONTRACTOR the license fees listed in Schedule “A” for the Third Party
Software in accordance with the payment terms set out in an amended Schedule “A”. It is acknowledged
by the parties that in the event that any Third Party Software is provided by CONTRACTOR to COUNTY
pursuant to this EIS SSLA, such Third Party Software shall be distributed to COUNTY by CONTRACTOR
subject to the terms and conditions of the applicable license agreement for such Third Party Software to
be entered into directly between COUNTY and the owner/licensor of such Third Party Software.
CONTRACTOR makes no warranties, express or implied, with respect to the Third-Party Software,
including, without limitation, their merchantability or fitness for a particular purpose and CONTRACTOR
accepts no liability of any kind whatsoever with respect to the Third Party Software. Any warranty
COUNTY has with respect to the Third-Party Software shall be solely provided by the Third-Party
Software licensor except where this EIS SSLA may expressly state otherwise. The COUNTY shall be
responsible for the installation of any Third-Party Software unless otherwise agreed by CONTRACTOR in
writing. No Third-Party Software shall be distributed to the County without the prior written consent of
the COUNTY as required by Section 13.1 of the Contract.
10. Audit. Upon reasonable notice and during normal business hours, COUNTY shall grant CONTRACTOR
reasonable physical access to the Authorized Site(s) in order for CONTRACTOR to inspect the
Authorized Site(s) and audit COUNTY’s use of the Licensed Software. Any such access shall comply
with all applicable CJIS security policy requirements. Such audit shall be at CONTRACTOR’s expense,
however, in the event that the audit reveals that COUNTY is in violation of the usage terms of this EIS
SSLA, COUNTY shall reimburse Contractor for such expenses and promptly pay any additional Fees not
properly licensed or paid, such fees will be invoiced at CONTRACTOR’s then current rate.
11. Ownership. The Software, Documentation and related materials are and shall remain the sole and
exclusive property of Contractor, its licensors and/or its affiliates and COUNTY acknowledges and
agrees that all Intellectual Property Rights therein are and shall remain with Contractor, its affiliates
and/or its licensors. Any rights not expressly granted herein are reserved by Contractor. COUNTY may
not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the
Software, the Documentation, and related material supplied by Contractor. COUNTY shall report to
Contractor any infringement or misappropriation of Contractor Intellectual Property Rights or other
rights in the Software, or the Documentation of which COUNTY reasonably believes has occurred.
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12. Warranty.
(a) CONTRACTOR warrants, for the benefit of the COUNTY only, that at the time of completion of
delivery and installation of the Product, the Software will operate in material conformity with the
functional specifications set forth in the applicable related Documentation supplied in writing by
CONTRACTOR as defined in Schedule A. As COUNTY’s exclusive remedy for any defect in the
CONTRACTOR’s Software, CONTRACTOR shall, during the Twelve (12) month period following the Go-
Live Date as defined by the Contract (“Warranty Period”), provide reasonable good faith efforts to
correct and cure such nonconformity or defect of the Software as provided for as part of the Support
Services, provided COUNTY notifies CONTRACTOR in writing of such failure(s). The services covered by
First Year Support (and subsequent years support that have purchased by COUNTY) shall be defined in
CONTRACTOR’s Support Services Agreement as attached to the Contract as Attachment “D”. Contractor
agrees to perform the Services in a professional and workmanlike manner.
(b) Exclusions to Warranty. CONTRACTOR shall not be liable for any breach of the foregoing
warranties which results from causes beyond the reasonable control of CONTRACTOR, including but
not limited to:
(i) Where the installation, integration, modification or enhancement of the Software has not been
carried out by CONTRACTOR or its authorized agent, or where COUNTY has taken any action which is
expressly prohibited by the Documentation or this EIS SSLA;
(ii) Any combination of the Software with any software, equipment or services not supplied,
recommended or authorized by or on behalf of CONTRACTOR other than the Required Programs;
(iii) Use of the Software on any system that (i) does not meet any of the EIS Minimum Requirements;
or (ii) is not an Authorized Site.
(iv) User error, or other use of the Software in a manner for which it was not intended or other than
as permitted in this EIS SSLA;
(v) COUNTY’s failure to install a new Update which has been released to remedy an error or bug, and
which CONTRACTOR has stated to COUNTY is a required Update necessary for security purposes or
for legislative compliance purposes or other reasons as CONTRACTOR may determine is important in
its sole discretion;
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(vi) CONTRACTOR personnel are not given access as deemed reasonably necessary by Contractor,
free, safe, and adequate remote access, or on-site access to the Software during attempts to remedy
an error when reasonably requested by the CONTRACTOR;
(vii) COUNTY’s failure to upgrade hardware to meet the demands of any Upgrades or improvements
in Software functionality; which CONTRACTOR has stated to COUNTY is required within the timeframe
as identified in the Contract;
(viii) COUNTY’s computer(s), network or other hardware malfunctioned and the malfunction caused
the defect, or any other event of force majeure as set out in Section 19(b) ; or
(ix) any failure of the Software due to external causes such as, but not limited to, power failures or
electrical surges.
(c) Warranty on Third Party Software and Hardware. CONTRACTOR shall use commercially
reasonable efforts during the Warranty Period to furnish COUNTY with appropriate updates to Third
Party Software, provided and to the extent such corrections or updates are made available to
CONTRACTOR from the applicable third party. Further, to the extent permitted by the appropriate
manufacturer and applicable law, CONTRACTOR shall pass through to COUNTY the manufacturer(s)’
and/or supplier(s)’ warranties on all Hardware and Third Party Software. Notwithstanding anything to
the contrary set forth in this EIS SSLA, COUNTY’S sole remedy for any nonconformity or malfunction in
the Hardware or Third Party Software shall be with its respective manufacturer and/or supplier.
(d) Disclaimer. TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS LIMITED
WARRANTY SET OUT IN SECTION 12(a), THE SOFTWARE IS LICENSED, SERVICES, SUPPORT SERVICES
AND ALL DOCUMENTATION AND OTHER MATERIALS AND SERVICES ARE PROVIDED TO COUNTY, “AS
IS” AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED,
WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE
OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED
HEREUNDER OR IN CONNECTION HEREWITH.
CONTRACTOR, ITS AFFILIATES, LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR
CONDITIONS REGARDING THE SOFTWARE, THE DOCUMENTATION, THE SERVICES, THE SUPPORT
SERVICES, AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR IN
CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE
QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-
INFRINGEMENT.
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13. Intentionally Omitted.
14. Intellectual Property Indemnification. (a) CONTRACTOR, at its own expense, will defend COUNTY
and pay any amounts finally awarded against COUNTY by a court of competent jurisdiction or agreed
to by CONTRACTOR in a settlement approved by CONTRACTOR in advance in any third party claims
alleging that the use of the Software by COUNTY in accordance with this EIS SSLA infringes a valid
United States patent, trademark or copyright, provided that: COUNTY (i) gives CONTRACTOR prompt
written notice of any such claim and full opportunity to defend the same, (ii) has not made any
admissions or entered into settlement negotiations either prior to or after providing notice to
CONTRACTOR of the applicable claim except with CONTRACTOR’s prior written consent; (iii) gives
CONTRACTOR sole control of the defense of any claim or proceeding and all negotiations for its
compromise or settlement, and (iii) provides CONTRACTOR all reasonable assistance and
information throughout the claim or proceeding. Contractor shall not settle or compromise any
Claim that includes an admission of liability or fault or payment obligation on behalf of the County
without the prior written consent of the County, not to be unreasonably withheld.
(b) If the CONTRACTOR Software is subject to a third party claim of infringement, CONTRACTOR may
elect to (i) obtain the right of continued use of such CONTRACTOR Software for COUNTY or (ii)
replace or modify such CONTRACTOR Software to avoid such claim, at CONTRACTOR’S sole expense.
If neither alternative is available on commercially reasonable terms, then, the applicable License will
be terminated and no further Fees will accrue.
(c) CONTRACTOR’s liability for any claims under this Section 14 shall be reduced to the extent such
claim arises from: (i) alterations or modifications to the Software by COUNTY or a third party in any
manner whatsoever except with the prior written consent of CONTRACTOR; (ii) combination,
integration or use of the Software with third party software (other than the Third Party Software),
hardware, or other materials where such claim would not have arisen but for such combination,
integration or use; (iii) use of the Software other than in compliance with this EIS SSLA; (v) compliance
with the COUNTY’s written instructions or specifications; or (vi) use of the Software after notice from
CONTRACTOR that it should cease due to possible infringement.
(d) This Section 16 states the entire liability of CONTRACTOR and COUNTY's sole and exclusive
remedies for trademark, copyright, patent and any other intellectual property infringement. The
indemnity provisions of this Section 14 shall not apply to any Third Party Software.
15. Limitation of Liability.
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONTRACTOR, ITS
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AFFILIATES, SUPPLIERS, LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES AND SHAREHOLDERS, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, FOR LOST REVENUE OR LOSS OF PROFITS, LOSS OF
BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS
OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS EIS SSLA OR THE CONTRACT, WHETHER
IN CONTRACT OR IN TORT (INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE) OR UNDER ANY
OTHER LEGAL THEORY, EVEN IF IT HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF
SUCH LOSS OR DAMAGE OR SUCH LOSS OR DAMAGE IS FORSEEABLE AND NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
CONTRACTOR, ITS AFFILIATES, SUPPLIERS, LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES AND SHAREHOLDERS’ ENTIRE LIABILITY AND COUNTY’S EXCLUSIVE REMEDY
WITH RESPECT TO THE SOFTWARE, THE SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR
SERVICES SUPPLIED BY CONTRACTOR IN CONNECTION WITH THE CONTRACT AND THIS EIS SSLA FOR
DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR
IN TORT, INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL
NOT EXCEED AN AMOUNT THAT IS EQUAL TO THE (A) THE LICENSE FEES PAID TO CONTRACTOR BY
COUNTY IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM.
16. Termination. This EIS SSLA may be terminated as follows:
(a) The COUNTY shall have the right to terminate this EIS SSLA , without cause, by giving not less than
thirty (30) days’ written notice of termination.
(b) The COUNTY or CONTRACTOR may terminate this EIS SSLA at any time, upon written notice to that
effect, if the other party breaches a material term of this EIS SSLA and fails to cure such breach within
thirty (30) days of written notice of such breach by the non-breaching party.
(c) Either party may terminate this EIS SSLA effective immediately upon written notice to the other
party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any
bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or
involuntary, which is not resolved favorably to the subject party within ninety (90) days of
commencement thereof; or (iii) becomes subject to property seizure under court order, court
injunction or other court order which has a material adverse effect on its ability to perform
hereunder.
(d) CONTRACTOR may terminate this EIS SSLA effective immediately upon written notice to that
effect if COUNTY breaches Section 6 (License), Section 7(Restrictions), Section 11(Ownership),
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Section 17 (Confidentiality) or any Intellectual Property Right of CONTRACTOR.
(e) This EIS SSLA shall automatically terminate in the event that the Contract is terminated.
17. Effects of Termination. Upon termination of this EIS SSLA:
(a) CONTRACTOR shall be entitled to payment for deliverables in progress including expenses
incurred; to the extent, work has been performed satisfactorily.
(b) All license rights granted to COUNTY under Section 8 of this EIS SSLA shall cease and COUNTY
must destroy all copies of the Software and other Confidential Information of CONTRACTOR in
its possession or control and certify the same to CONTRACTOR.
(c) All warranties related to the Software shall automatically terminate and all outstanding Fees
owed by COUNTY to CONTRACTOR, shall be immediately due and payable.
18. Confidentiality. CONTRACTOR may disclose to COUNTY Confidential Information. COUNTY shall
keep the Confidential Information in confidence, and to take those steps that it takes to protect its
own confidential and proprietary information, which shall be no less than reasonable, to protect the
Confidential Information from unauthorized use, access, copying or disclosure. COUNTY shall not
disclose or release such Confidential Information to any third person without the prior written
consent of CONTRACTOR except:
a. to the extent required by applicable law (including without limitation in response to a
request under the Public Records Act (chapter 42.56 RCW) in accordance with Section
14.5 of the Contract and CJIS compliance) or during the course of or in connection with
any litigation, arbitration or other proceeding based upon or in connection with the
subject matter of this EIS SSLA, provided that COUNTY shall first give reasonable notice
to CONTRACTOR prior to such disclosure so that the Contractor may obtain a protective
order or equivalent and provided that the COUNTY shall comply with any such protective
order or equivalent;
b. to authorized employees or agents of COUNTY who have a need to know such information
for the purpose of performance under this EIS SSLA and exercising its rights under this EIS
SSLA, and who are bound by confidentiality obligations at least as protective of
CONTRACTOR’s Confidential Information as this EIS SSLA.
COUNTY shall not copy Confidential Information, in whole or in part, except as authorized by
CONTRACTOR in writing. COUNTY acknowledges that unauthorized disclosure of Confidential
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Information may cause substantial economic loss to CONTRACTOR and/or its vendors, suppliers and
licensors and CONTRACTOR is entitled to obtain injunctive or other equitable relief in connection
therewith.
All Proprietary Information shall remain the property of CONTRACTOR or its vendors, suppliers, and
licensors, as the case may be. Any ideas, concepts, inventions, know-how, data processing techniques,
software, Documentation, diagrams, schematics, blueprints or other materials developed by
CONTRACTOR personnel (alone or jointly with COUNTY) in connection with this CONTRACT shall be
the exclusive property of CONTRACTOR.
19. General
(a) Marketing. CONTRACTOR may reference COUNTY as a user of the Software and Services subject
to County’s prior written approval of all marketing material in which COUNTY is referenced.
(b) Force Majeure. Neither party shall be liable to the other or be deemed to be in breach of EIS SSLA
by reason of any default, delay, or failure to perform any of their respective obligations in relation to
the EIS SSLA, if the delay or failure was due to any cause beyond the party’s reasonable control and
without fault or negligence. Circumstances deemed to be beyond the control of the parties hereunder
include, without limitation, but are not limited to, acts of God or of the public enemy; insurrection;
acts of the federal government or any unit of state or local government in either sovereign or
contractual capacity; fires; floods; earthquakes; epidemics; quarantine restrictions; strikes; freight
embargoes or delays in transportation, to the extent that they are not caused by the party’s willful or
negligent acts or omissions, and to the extent that they are beyond the party’s reasonable control. Any
applicable delivery schedule shall be extended by a period of time equal to the time lost because of
any such delay or as otherwise agreed to in writing by the parties.
(c) Notice. Any notices, demands and other communications required by this EIS SSLA will be effective
if personally served upon the other party or if mailed by registered or certified mail, postage prepaid,
return receipt requested, to the other party at the address below. Notice will be deemed to be given
five days following the date of mailing, or immediately if personally served. Each party will designate a
contract representative, which may be changed by providing 15 days’ prior notice to the other party.
TO CONTRACTOR: Executive Information Services, Inc.
1396 NE 20th Ave. Suite 100
Ocala, FL 34470
WITH A COPY TO: N. HARRIS COMPUTER CORP.
1 Antares Drive, Suite 400
Ottawa, Ontario K2E 8C4
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Attention: General Counsel
Telephone: 613-226-5511, Ext. 2149
TO County’s Representatives:
Administrative Lieutenant Director, Information Services Dept
Kitsap County Sheriff’s Office Kitsap County
614 Division Street 614 Division Street
Port Orchard, WA 98366 Port Orchard, WA. 98366
(d) Entire Agreement. This EIS SSLA (including the Schedules attached hereto, the Statement of Work
attached as Attachment B to the Contract and the Contract together with Attachments to the
Contract) sets forth the entire agreement and understanding between the parties with respect to its
subject matter and supersedes all previous communications, proposals, negotiations,
representations, understandings and arrangements, either oral or written, between the parties with
respect to the subject matter hereof. The terms, provisions or conditions of any purchase order or
other business form or written authorization used by COUNTY will have no effect on the rights, duties
or obligations of the parties under, or otherwise modify, this EIS SSLA, regardless of any failure of
CONTRACTOR to object to those terms, provisions or conditions.
(e) Severability. If any provision of this EIS SSLA is determined by a court of competent jurisdiction
to be invalid or unenforceable under any applicable law, then such provision shall be deemed
modified to the extent necessary in order to render such provision valid and enforceable. If such
provision may not be so saved, it shall be severed and the remainder of this EIS SSLA shall remain in
full force and effect.
(f) Modification. This EIS SSLA may not be modified and/or amended unless any such modification
or amendment is reduced to writing and signed by both COUNTY and CONTRACTOR.
(g) Governing Law; Venue. The Contract has and shall be construed as having been made and
delivered in the State of Washington, and the laws of the State of Washington shall be applicable to
its construction and enforcement. Any action at law, suit in equity or judicial proceeding for the
enforcement of the Contract or any provisions hereto shall be instituted only in courts of competent
jurisdiction within Kitsap County, Washington or in a federal court nearest to Kitsap County, unless
otherwise required by law.
(h) Mediation. Except where the Contract explicitly states that this Section does not apply, the parties
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agree to submit any claim, controversy or dispute arising out of or relating to this EIS SSLA or the
relationship created by this EIS SSLA to non-binding mediation before bringing a claim, controversy
or dispute in a court or before any other tribunal. The mediation is to be conducted by either an
individual mediator or a mediator appointed by mediation services mutually agreeable to the parties.
Such mediator shall be knowledgeable in software system agreements. The mediation shall take
place at a time and location in Kitsap County or such other mutually agreed upon location; provided;
however, in no event shall the mediation occur later than ninety (90) days after either party notifies
the other of its desire to have a dispute be placed before a mediator, unless otherwise agreed to by
the parties. The costs and expenses of mediation, including compensation and expenses of the
mediator (and except for the attorneys’ fees incurred by either party), is to be shared by the parties
equally. If the parties are unable to resolve the claim, controversy or dispute within ninety (90) days
after the date either party provides the other notice of mediation, then either party may bring and
initiate a legal proceeding to resolve the claim, controversy or dispute unless the time period is
extended by a written agreement of the parties. Nothing in this Section shall inhibit a party’s right
to seek injunctive relief at any time.
(i) Counterparts. This EIS SSLA may be executed in two (2) or more counterparts, each of which
shall be deemed an original and which shall together constitute one agreement.
(j) Relationship. The parties are and shall at all times remain independent contractors in the
performance of this EIS SSLA and the Contract and nothing herein shall be deemed to create a joint
venture, partnership or agency relationship between the parties. Neither party will have the power
to bind the other party or to contract in the name of or create any liability against the other party in
any way for any purpose. Neither party will be responsible for the acts or defaults of the other party
or of those for whom the other party is law responsible.
(k) Allocation of Risk. County acknowledges and agrees that the warranty disclaimer and limitation
of liability contained in this EIS SSLA are fundamental elements of the basis of the bargain between
Contractor and County and set forth an allocation of risk reflected in the fees and payments due
hereunder.
(l) Survival. Upon expiry of this EIS SSLA and provided County has paid all Fees, Section 6 of this SSLA
shall survive and continue conditional upon County’s (and all Agency Partners’, Agency Task Forces’,
and External Users’) ongoing compliance with all of the terms and conditions of this EIS SSLA, and all
of the obligations of the County set out in this EIS SSLA shall survive and continue for so long as the
County continues to exercise the license rights granted in Section 6. In addition to the foregoing, the
following sections and articles shall survive the termination or expiration of this EIS SSLA: Sections 1,
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4, 5, 7-11, 12(b), 12(c), 12(d), 14, 15, 17-19 and any other provisions which are required to ensure that
the parties fully exercise their rights and obligations hereunder; unless and until waived expressly in
writing by the party to whom they are the benefit.
(m)Waiver. A waiver of a default of any part, term, or provision of this EIS SSLA or failure to enforce
any provision of this EIS SSLA shall not be construed as a waiver of any subsequent default or as a
waiver of the part, term, or provision itself. All waivers must be in writing.
IN WITNESS WHEREOF the parties hereto have caused this EIS SSLA to be executed as of the Effective
Date.
Executive Information Services, Inc. KITSAP COUNTY
_____________________________ _____________________________
Todd Richardson John Gese
CFO Executive Information Services Kitsap County Sheriff
_____________________________
Gregg Merlihan
SEVP Executive Information Services
_____________________________
Jeff Pugh
EVP Executive Information Services
DATED this ___ day of _____________________, 2022.
BOARD OF COUNTY COMMISSIONERS
KITSAP COUNTY, WASHINGTON
__________________________________
ROBERT GELDER, Chair
__________________________________
EDWARD E. WOLFE, Commissioner
DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
DATED this ___ day of _____________________, 2022.
EIS SSLA
Executive Information Services, Inc. Page 19
__________________________________
CHARLOTTE GARRIDO, Commissioner
ATTEST:
___________________________
Dana Daniels, Clerk of the Board
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EIS SSLA
Executive Information Services, Inc. SSLA Schedule
Schedule A
PROJECT DELIVERABLES & SERVICES
Product
The Software and Services are set out below and itemized in the Pricing Proposal Number: 190201 Rev 5
Dated June 7, 2021
Application Software
Part # Description License Level Quantity
Law Records Management
RMSSVD RMS Application Software - Sheriff Agency 1
RMSSVA RMS Application Software - Port Orchard PD Agency 1
RMSSVB RMS Application Software - Bainbridge Island PD Agency 1
RMSSVC RMS Application Software - Bremerton PD Agency 1
RMSSVA RMS Application Software - Poulsbo PD Agency 1
RMSSVAA RMS Application Software - Suquamish PD Agency 1
RMSSVAA
RMS Application Named County Task Force
(KCERT, WESTNET) Agency 1
MATX- M2 Data Switch – Sheriffs Instance 1
WACICQ WACIC Inquiry Adapter Instance 1
WACICE WACIC Entry Adapter Instance 1
INTTRIT Intergraph (CAD Import - Leads Link) Instance 1
INTTRITa Intergraph (CAD Query) Instance 1
EONQE EvidenceOnQ Export Instance 6
SECTORCIT SECTOR Citation Import Processor Instance 1
SECTORACC SECTOR Accident Import Processor Instance 1
RMSLVS RMS LiveScan Interface (CrossMatch) CHL Instance 1
TXTDAT Text to Data Engine Instance 1
AAMVDAT WA DL License Data Map Template (RMS) Instance 1
AAMVDAT OR DL License Data Map Template (RMS) Instance 1
AAMVDAT CA DL License Data Map Template (RMS) Instance 1
AAMVDAT ID DL License Data Map Template (RMS) Instance 1
AAMVDAT Federal Military Data Map Template (RMS) Instance 1
CASMAPC Map Application Server Software Instance 1
Jail Management
JMSSVD JMS Application Software Agency 1
JMSASP JMS Public Viewer Instance 1
JMSPREBOOK JMS Pre-Booking Instance 1
JMSLVS JMS LiveScan Interface (CrossMatch) Instance 1
JMSCOM JMS Inmate Phone Initiation Interface (Telmate) Instance 1
JMSKEF JMS Inmate Commissary Interface (Keefe) Instance 1
JMSN-WAC WACIC Integration Adapter JMS* Instance 1
JMSNAPCEMR NaphCare Export Interface Instance 1
EIS SSLA
Executive Information Services, Inc. SSLA Schedule
JMSNPCOMP
Classification System Interface (Compass
NorthPointe) Instance 1
AAMVDAT WA DL License Data Map Template (JMS) Instance 1
AAMVDAT OR DL License Data Map Template (JMS) Instance 1
AAMVDAT CA DL License Data Map Template (JMS) Instance 1
AAMVDAT ID DL License Data Map Template (JMS) Instance 1
AAMVDAT Federal Military Data Map Template (JMS) Instance 1
JMSEMUG Enhanced Mugshot Capture Agency 1
JMSWLHS PocketJMS Software Agency 1
Project Services
Project Services ‐ Installation and Technical Services
Part # Description Quantity
SRVH1 Project Management & Coordination Services 480
SRVH2 Technical Services 300
SRVH3 On-Site Installation 120
SRVH4 Documentation & Reporting Services 80
SRVH6 System Configuration Services 120
SRVH10 Remote Technical Services 180
SRVH12 System Integration Testing 80
SRVH11 System Functional Testing 100
Project Services ‐ Training
Part # Description Classes
SRVH7 RMS Administration Training 2
SRVH7 RMS User Training 17
SRVH8 JMS Administration Training 1
SRVH9 JMS User Training 8
Project Expenses ‐ Fixed Rate Project Basis
Part # Description Quantity
SRV5 Travel & Per Diem Project
Project Expenses ‐ Data Migration
Part # Description Quantity
SRVH5 Data Conversion - Intergraph RMS Project
SRVH5 Data Conversion - Intergraph JMS Project
Software Support Services
Software Support
Part # Description Quantity
‐ System Support (12 Months from System Go‐Live) ‐ Standard 7X24 1
SUPPA
Annual support services per support schedule
(Schedule B of this SSLA).
EIS SSLA
Executive Information Services, Inc. SSLA Schedule
Schedule B
Payment Schedule
Contract Software and Professional Services $_1,103,200.00__ USD
2nd year support $_120,540.00__ USD
3rd year support $_120,540.00__ USD
Total Contract Value: $_1,344,280.00__ USD
Payment Schedule
Hardware: None in project
Software and Services Per Milestone
Due on signing of contract 40% 441,280.00
Due on Acceptance of Project Plan 20% 220,640.00
Due on JMS Go‐Live 15% 165,480.00
Due on RMS Go‐Live 15% 165,480.00
Due at Final Acceptance 10% 110,320.00
1,103,200.00
Calculated Support Costs for On‐going Support and Maintenance
First Year 2nd Year 3rd Year 4th Year 5th Year
Support Cost Included $ 120,540.00 $ 120,540.00 $ 126,567.00 $ 132,895.35
EIS SSLA
Executive Information Services, Inc. SSLA Schedule
Schedule C
Sales Cost Proposal
Agency: Kitsap County Sheriffs Office Proposal Number: 190201 Rev 5
Address: 614 Division St Proposal Modification Date: June 7, 2021
Address: Port Orchard, WA 98366 Proposal Expiration Date: August 3, 2021
Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. Missler
Telephone: 360.337.4969 PR SOW: V3 6/7/2021
PS.NET System Components
Software Licensing Services 2nd Year Support
PS.NET RMS Software $300,000.00 $45,000.00
Mapping/GIS Software $14,000.00 $2,100.00
M2 Message Switch $26,600.00 $3,990.00
WACIC Interface Message Collection $62,000.00 $9,300.00
RMS Interfaces $132,000.00 $19,800.00
Jail Management Software - Main Jail $184,000.00 $27,600.00
Jail Management Interface $58,400.00 $8,160.00
Jail Management Advanced Imaging Module $6,600.00 $990.00
Jail Management Wireless JMS Module $24,000.00 $3,600.00
Installation & Training Services $245,600.00
Data Conversion - Estimate Intergraph $50,000.00
$807,600.00 $295,600.00 $120,540.00
SUB-TOTAL $1,103,200.00
FY Support Included
SW & SER TOTAL $1,103,200.00 $120,540.00
AVL GPS Receivers for Laptop 55 $0.00
- Pricing does not include applicable state and local tax.
Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107
PRICING PROPOSAL
SCHEDULE C - EIS SSLADocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
PRICING PROPOSALAgency: Kitsap County Sheriffs OfficeProposal Number: 190201 Rev 5Address: 614 Division StProposal Modification Date: June 7, 2021Address: Port Orchard, WA 98366Proposal Expiration Date: August 3, 2021Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. MisslerTelephone: 360.337.4969PR SOW: V3 6/7/2021ppppPS.NET System ComponentsPS.NET Law Records SoftwareLaw Enforcement Records Management System Soft.BASE LAW RMS MODULES• FIELD CONTACT/INTERVIEW• CASE ASSIGNMENT/TRACKING• SYSTEM SECURITY• PERMITS• BOOKING• MASTER NAME INDEX• PROPERTY• CITATION• MASTER VEHICLE INDEX• REGISTRANTS/PAROLEES• ARREST/PRE-BOOKING• MASTER PROPERTY INDEX• MAJOR CRIME OFFENDER REGISTRATION • WARRANTS• MASTER LOCATION INDEX• RESTRAINING ORDERS• INCIDENT APPROVAL• PERSONNEL• MULTI-MEDIA CATALOG• CALLS FOR SERVICE• INCIDENT• QUERY• CAPITAL EQUIPMENT INVENTORY• ACCIDENT• REPORTS• WA IBR COMPLIANT REPORTINGPart #DescriptionInvestmentQuantityTOTALSupport - StdSOW Ref. IDRMSSVD RMS Application Server Software - Sheriff$134,000.001$134,000.00 $20,100.00SFTW1RMSSVA RMS Application Server Software - Port Orchard PD$24,000.001$24,000.00 $3,600.00SFTW1RMSSVB RMS Application Server Software - Bainbridge Island PD$38,000.001$38,000.00 $5,700.00SFTW1RMSSVC RMS Application Server Software - Bremerton PD$64,000.001$64,000.00 $9,600.00SFTW1RMSSVA RMS Application Server Software - Poulsbo PD$24,000.001$24,000.00 $3,600.00SFTW1RMSSVAA RMS Application Server Software - Suquamish PD$16,000.001$16,000.00 $2,400.00SFTW1RMSSVAA RMS Application Named County Task Force(s)Included1$0.00SFTW1PS.NET RMS Software $300,000.00 $45,000.00M2 Message SwitchPart #DescriptionInvestmentQuantityTOTALSupport - StdMATX- M2 Data Switch - Sheriffs$26,600.001$26,600.00 $3,990.00SFTW3WACICQ ** Please review WACIC Key Detail for listingINTER11Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
PRICING PROPOSALAgency: Kitsap County Sheriffs OfficeProposal Number: 190201 Rev 5Address: 614 Division StProposal Modification Date: June 7, 2021Address: Port Orchard, WA 98366Proposal Expiration Date: August 3, 2021Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. MisslerTelephone: 360.337.4969PR SOW: V3 6/7/2021ppppExecutive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107WACICE ** Please review WACIC Key Detail for listingINTER11Message Switch $26,600.00 $3,990.00RMS InterfacesPart #DescriptionInvestmentQuantityTOTALSupport - StdINTTRIT Intergraph (CAD Import - Leads Link)$17,600.001$17,600.00 $2,640.00INTER9INTTRITa Intergraph (CAD Query)$5,000.001$5,000.00 $750.00INTER9aEONQE EvidenceOnQ Export$6,000.006$36,000.00 $5,400.00INTER15SECTORCIT SECTOR Citation Import Processor$22,000.001$22,000.00 $3,300.00INTER13SECTORACC SECTOR Accident Import Processor$24,600.001$24,600.00 $3,690.00INTER12RMSLVS RMS LiveScan Interface (CrossMatch) CHL$5,000.001$5,000.00 $750.00INTER2LInX LInXProvided By LInXINTER10TXTDAT Text to Data Engine$8,800.001$8,800.00 $1,320.00INTER14AAMVDAT WA DL License Data Map Template (RMS)$2,600.001$2,600.00 $390.00INTER14AAMVDAT OR DL License Data Map Template (RMS)$2,600.001$2,600.00 $390.00INTER14AAMVDAT CA DL License Data Map Template (RMS)$2,600.001$2,600.00 $390.00INTER14AAMVDAT ID DL License Data Map Template (RMS)$2,600.001$2,600.00 $390.00INTER14AAMVDAT Federal Military Data Map Template (RMS)$2,600.001$2,600.00 $390.00INTER14Interface $132,000.00 $19,800.00Mapping/GIS SoftwarePart #DescriptionInvestmentQuantityTOTALSupport - StdCASMAPC Map Application Server Software*$14,000.001$14,000.00 $2,100.00SFTW7* Requires appropriate mapping base software and geoLayerMap Sub‐System $14,000.00 $2,100.00Estimated RMS Software Total $472,600.00 $70,890.00DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
PRICING PROPOSALAgency: Kitsap County Sheriffs OfficeProposal Number: 190201 Rev 5Address: 614 Division StProposal Modification Date: June 7, 2021Address: Port Orchard, WA 98366Proposal Expiration Date: August 3, 2021Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. MisslerTelephone: 360.337.4969PR SOW: V3 6/7/2021ppppPS.NET System ComponentsJail Management Software - Main JailPart #Description InvestmentQuaintlyTOTALSupport - StdSOW Ref. IDJMSSVD JMS Application Software$164,000.00 1 $164,000.00 $24,600.00SFTW2JMSASP JMS Public Viewer$2,000.00 1 $2,000.00 $300.00SFTW6JMSPREBOOK JMS Pre-Booking$18,000.00 1 $18,000.00 $2,700.00SFTW4JMS Base $184,000.00 $27,600.00Jail Management InterfaceJMSLVS JMS LiveScan Interface (CrossMatch)$6,000.00 1 $6,000.00 $900.00INTER1JMSCOM JMS Inmate Phone Initiation Interface (Telmate)$8,000.00 1 $8,000.00 $1,200.00INTER3JMSKEF JMS Inmate Commissary Interface (Keefe)$8,000.00 1 $8,000.00 $1,200.00INTER4SCAAP reporting InterfaceIncludedSFTW2SSA Report InterfaceIncludedINTER7VINES - Provided directly by Apriss - NC EISIncludedINTER5JMSN-WAC WACIC Integration Adapter JMS*$6,000.00 1 $6,000.00 $900.00INTER11JMSNAPCEMR NaphCare Export Interface$8,000.00 1 $8,000.00 $1,200.00INTER6JMSNPCOMP Classification System Interface (Compass NorthPointe)$18,400.00 1 $18,400.00 $2,760.00INTER8AAMVDAT WA DL License Data Map Template (JMS)$800.001$800.00INTER14AAMVDAT OR DL License Data Map Template (JMS)$800.001$800.00INTER14AAMVDAT CA DL License Data Map Template (JMS)$800.001$800.00INTER14AAMVDAT ID DL License Data Map Template (JMS)$800.001$800.00INTER14AAMVDAT Federal Military Data Map Template (JMS)$800.001$800.00INTER14JMS Interface $58,400.00 $8,160.00* Required M2 Switch with WA State interfaceJail Management Advanced Imaging ModuleSupport - StdJMSEMUG Enhanced Mugshot Capture$6,600.00 1 $6,600.00 $990.00SFTW2Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
PRICING PROPOSALAgency: Kitsap County Sheriffs OfficeProposal Number: 190201 Rev 5Address: 614 Division StProposal Modification Date: June 7, 2021Address: Port Orchard, WA 98366Proposal Expiration Date: August 3, 2021Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. MisslerTelephone: 360.337.4969PR SOW: V3 6/7/2021ppppExecutive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107Imaging Components $6,600.00 $990.00Jail Management Wireless JMS ModuleSupport - StdJMSWLHS PocketJMS Software$24,000.00 1 $24,000.00 $3,600.00SFTW5***Required Wireless Windows Mobile Device with Bar code readerWireless Software Components $24,000.00 $3,600.00Estimated Jail Software Total $273,000.00$40,350.00DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
PRICING PROPOSALAgency: Kitsap County Sheriffs OfficeProposal Number: 190201 Rev 5Address: 614 Division StProposal Modification Date: June 7, 2021Address: Port Orchard, WA 98366Proposal Expiration Date: August 3, 2021Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. MisslerTelephone: 360.337.4969PR SOW: V3 6/7/2021ppppPS.NET System ComponentsM2 Message Switch - WACIC Message KeysPart #DescriptionInvestmentQuantityTOTALSupport - StdWACICQ WACIC Inquiry Adapter (Includes 7 Standard Keys)$12,600.001$12,600.00$1,890.00INTER11QA – Stolen Articleinc.QH ‐ Criminal History recordinc.QG – Stolen Guninc.QR – Criminal History by SID/FBI#inc.QW ‐ WACIC/NICIC Persons file plus WA DOL checkinc.QV – Stolen Vehicleinc.QB – Query Boatinc.WACICE WACIC Entry Adapter (Includes 7 Standard Keys + FF)$24,600.001$24,600.00$3,690.00INTER11EAS – Stolen Articleinc.EBS ‐ Stolen Boatinc.EGS – Stolen Guninc.EME – Missing Person Endangeredinc.EPO – Protection Orders inc.EVS – Stolen Vehicle inc.EWF – Wanted Person Feloninc.FF - WACIC Pass-through Free form general Keyinc.WACIC ADD MSG KEYSQWH ‐ Criminal History plus WACIC/NCIC person files$1,200.001$1,200.00$180.00INTER11DW ‐ Enter Detainer Warrant$1,600.001$1,600.00$240.00INTER11RV– DOL VIN/License Inq. $1,200.001$1,200.00$180.00INTER11DNQ – Query Out of State driver license $1,200.001$1,200.00$180.00INTER11F/FN/FP ‐ Weapon/Concealed Pistol License file checks $1,400.001$1,400.00$210.00INTER11 ‐ F ‐ DOL Gun RegExecutive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
PRICING PROPOSALAgency: Kitsap County Sheriffs OfficeProposal Number: 190201 Rev 5Address: 614 Division StProposal Modification Date: June 7, 2021Address: Port Orchard, WA 98366Proposal Expiration Date: August 3, 2021Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. MisslerTelephone: 360.337.4969PR SOW: V3 6/7/2021ppppExecutive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107 ‐ FN ‐ DOL Gun Reg ‐ FP ‐ DOL Gun RegSPO – Notice of Service Protection Order$1,600.001$1,600.00$240.00INTER11QPO – Query Protective Order$1,200.001$1,200.00$180.00INTER11D – Driver Inquiry$1,200.001$1,200.00$180.00INTER11DQG – Regional Drivers Query$1,200.001$1,200.00$180.00INTER11EDP – Add State Index NCIS$1,600.001$1,600.00$240.00INTER11QWS – Query Wanted State$1,200.001$1,200.00$180.00INTER11QI – Criminal History Inquiry$1,200.001$1,200.00$180.00INTER11EA / EASN – Enter Stolen Article (Sup to EAS Already Inc.)$600.001$600.00$90.00INTER11EMD ‐ Enter Missing Person Disabled$1,200.001$1,200.00$180.00INTER11EMDC – Enter Missing Disable Caution$1,200.001$1,200.00$180.00INTER11EMEC ‐ Enter Missing endangered Caution$1,200.001$1,200.00$180.00INTER11EMJC ‐ Enter Missing Juvenile Caution$1,200.001$1,200.00$180.00INTER11EMO ‐ Enter Missing Other$1,200.001$1,200.00$180.00INTER11EMOC ‐ Enter Missing Other Caution$1,200.001$1,200.00$180.00INTER11DQI ‐ ?? DQ is typicaly a drivers query, however I cannot find$1,200.001$1,200.00$180.00INTER11Estimated RMS Software Total $62,000.00 $9,300.00DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Agency: Kitsap County Sheriffs OfficeProposal Number: 190201 Rev 5Address: 614 Division StProposal Modification Date: June 7, 2021Address: Port Orchard, WA 98366Proposal Expiration Date: August 3, 2021Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. MisslerTelephone: 360.337.4969PR SOW: V3 6/7/2021ppppProfessional ServicesProject Services - InstallationPart #Description Service FeeSRVH1 Project Management & Coordination Services$100.00 480 $48,000.00PO, PP, INS & DEVSRVH2 Technical Services$120.00 300 $36,000.00PO, PP, INS & DEVSRVH3 On-Site Installation$120.00 120 $14,400.00PO, PP, INS & DEVSRVH4 Documentation & Reporting Services$90.00 80 $7,200.00PO, PP, INS & DEVSRVH6 System Configuration Services$120.00 120 $14,400.00PO, PP, INS & DEVSRVH10 Remote Technical Services$90.00 180 $16,200.00PO, PP, INS & DEVSRVH12 System Integration Testing$120.00 80 $9,600.00PO, PP, INS & DEVSRVH11 System Funtional Testing$120.00 100 $12,000.00PO, PP, INS & DEVInstallation Services Total $157,800.00Project Services - TrainingPart #Description Service Fee UnitsSRVH7 RMS Administration Training$1,400.00 2 $2,800.00TRN3SRVH7 RMS User Training $1,400.00 17 $23,800.00TRN4SRVH8 JMS Administration Training$1,400.00 1 $1,400.00TRN1SRVH9 JMS User Training$1,400.00 8 $11,200.00TRN2Training Services Total $39,200.00Project ExpensesSRV5 Travel & Per Diem$48,600.00AGGR.Install & Training Expenses Total $48,600.00Installation and Training Total $245,600.00Training CalculationApplication Users Class Size ClassesRMS (Estimated users) 267 16 17JMS (Estimated users) 100 12 8Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107PRICING PROPOSALDocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Agency: Kitsap County Sheriffs OfficeProposal Number: 190201 Rev 5Address: 614 Division StProposal Modification Date: June 7, 2021Address: Port Orchard, WA 98366Proposal Expiration Date: August 3, 2021Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. MisslerTelephone: 360.337.4969PR SOW: V3 6/7/2021ppppData Conversion - Estimate IntergraphAny preliminary pricing included in this proposal is merely provided as an estimate of possible cost and to provideyour agency with any overview of how EIS conducts data conversion development. Detailed information, includinga sample of your data output is required regarding your project and database to determine a firm, fixed cost proposal.SRVH5 Data Conversion - Intergraph RMS24,000DCON 1SRVH5 Data Conversion - Intergraph JMS26,000DCON 2 & 3SRVH5 Data Conversion Services provided at standard rate of $120.00/hour USD.**Anticipated conversion data from existing system assuming standard Intergraph systemsEIS Responsibilitiesa. Conduct the Data Discovery phase of the project by working with Customer subject matter expert(s) to complete a data field mapping.b. Develop the conversion code.c. A conversion is moving data from one system to another according to the data field mapping. EIS is not responsible for scrubbing or modifying data from the original system. Any data that does not programmatically convert will still be kept in a notes field for historical reference.d. Provide to the Customer example conversion data in the form of a useable EIS/PS.NET database.e. Project Manager will assist in the data review with the Customer and define Data Acceptance tests.f. Redevelop the conversion code as specified by change request during the Review and Sign‐Off phase.Agency Responsibilitiesa. Provide conversion database(s) to EIS as mutually agreed.b. Provide subject matter expert(s) who know the data being converted. The subject matter expert(s) will work with EIS during the Data Discovery and Review and Sign‐Off phases.c. Review the example conversion data and provide change requests or sign‐off within thirty (30) business days.d. After completion, any changes to the data must be made by manual data entry by the Customer or agree to a Change Order.e. Understand that the Customer owns the data. The data being converted will only be modified to fit the format of the EIS PS.NET system.f. Provide final Customer conversion database(s) and, if this data conversion is into an existing EIS/PS.NET system, the current PS.NET for the final conversion run.Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107PRICING PROPOSALDocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Agency: Kitsap County Sheriffs OfficeProposal Number: 190201 Rev 5Address: 614 Division StProposal Modification Date: June 7, 2021Address: Port Orchard, WA 98366Proposal Expiration Date: August 3, 2021Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. MisslerTelephone: 360.337.4969PR SOW: V3 6/7/2021PS.NET System Support MatrixSystem Support Cost Calculations1. EIS warrants the system software, customizations and services with standard EIS provided tier 1 7X24 warranty service.2. EIS will provide the first five (5) years of system support services, calculated at our standard support rate. and custom interfaces, based the module price for system software on the products licensed by the Agency.3. Installation, Training and other Professional Services will not be included in the support calculations.Calculated Support Costs for On‐going Support and MaintenanceFirst Year 2nd Year 3rd Year 4th Year 5th YearSupport CostIncluded 120,540.00$ 120,540.00$ 126,567.00$ 132,895.35$ Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107PRICING PROPOSALDocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Agency: Kitsap County Sheriffs Office Proposal Number: 190201 Rev 5
Address: 614 Division St Proposal Modification Date: June 7, 2021
Address: Port Orchard, WA 98366 Proposal Expiration Date: August 3, 2021
Contact: Diane Rodman (DRodman@co.kitsap.wa.us)Prepared By: A. Missler
Telephone: 360.337.4969 PR SOW: V3 6/7/2021
Executive Information Services, Inc. 1396 NE 20th Ave. Suite 100 - Ocala - FL - 34470 - Phone: (856) 701-6107
PRICING PROPOSAL
Notes to Pricing
1. All prices are FOB Destination. Sale prices quoted are exclusive of any state, local, use, or other applicable taxes.
Hardware prices do not include shipping charges which will be added to the invoice.
2. All computing hardware, operating systems, database management systems, facility modifications, communications
circuits, and network components not expressly provided in this proposal are the responsibility of the Agency.
3. Installation includes application software installation on user supplied computing platform, all table configuration,
end‐user training, network configuration, and similar activity. Installation also includes general network design
consulting, network configuration, and installation and/or configuration of operating system software; including the
Windows operating system and Microsoft SQL Server database management system.
4. Agency is responsible for insuring that personnel are available and free of regular duty assignments during scheduled
training periods.
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Kitsap County Regional, WA ‐‐ SOW Page 1
ATTACHMENT B
Kitsap County Regional JMS and RMS
STATEMENT OF WORK
Version 3 ‐ 6‐7‐21
TABLE OF CONTENTS
PURPOSE ...................................................................................................................................................................... 4
DELIVERABLES OVERVIEW ................................................................................................................................................ 4
SUBSTITUTE PRODUCTS.................................................................................................................................................... 7
TRAINING INFORMATION .................................................................................................................................................. 7
SYSTEM INTERFACES ........................................................................................................................................................ 8
CHANGE CONTROL PROCEDURES ....................................................................................................................................... 8
CUSTOM/PROJECT SOFTWARE DEVELOPMENT ..................................................................................................................... 9
OTHER ISSUES ................................................................................................................................................................ 9
EXCLUSIONS .................................................................................................................................................................. 9
PROJECT ORGANIZATION AND MANAGEMENT TASKS ....................................................................................... 10
TASK PO 1: PROJECT MANAGEMENT ............................................................................................................................... 10
TASK PO 2: PROJECT ORGANIZATION MEETING ................................................................................................................ 12
TASK PO 3: HARDWARE REQUIREMENTS AND SITE PREPARATION .......................................................................................... 13
TASK PO 4: DEVELOP PROJECT SCHEDULE DOCUMENT ........................................................................................................ 14
TASK PO 5: PROJECT DEFINITION AND JMS FUNCTIONAL REVIEW WORKSHOP ........................................................................ 14
TASK PO 6: PROJECT DEFINITION AND RMS FUNCTIONAL REVIEW WORKSHOP ....................................................................... 15
PROJECT PLAN .................................................................................................................................................. 17
TASK PP 1: PROJECT PLAN ............................................................................................................................................. 17
TASK PP 2: ACCEPTANCE TEST PLAN(S) ............................................................................................................................ 17
HARDWARE AND PLATFORM DELIVERY TASKS ................................................................................................... 19
TASK HW 1: REVIEW COUNTY PRODUCTION SERVER HARDWARE .......................................................................................... 19
TASK HW 2: INSTALL THE COUNTY‐PROVIDED MICROSOFT SQL SERVER DATABASE INSTANCE .................................................... 20
TASK HW 3: REVIEW RMS AND JMS TRAINING AND TEST SERVER HARDWARE ....................................................................... 21
SOFTWARE DELIVERABLE TASKS ........................................................................................................................ 22
TASK SFTW 1: DELIVER RMS ........................................................................................................................................ 22
TASK SFTW 2: DELIVER JMS APPLICATION SOFTWARE ....................................................................................................... 24
TASK SFTW 3: DELIVER M2 SERVER SOFTWARE ................................................................................................................ 25
TASK SFTW 4: DELIVER JMS PRE‐BOOKING SERVER SOFTWARE ........................................................................................... 26
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TASK SFTW 5: DELIVER JMS POCKET JMS SOFTWARE ....................................................................................................... 26
TASK SFTW 6: DELIVER JMS PUBLIC WEB VIEWER SERVER SOFTWARE ................................................................................. 27
TASK SFTW 7: DELIVER MAP APPLICATION SOFTWARE ....................................................................................................... 27
TASK SFTW 8: DELIVER RMS & JMS DOCUMENTATION AND COUNTY SYSTEM DEPLOYMENT DOCUMENTATION .......................... 28
INSTALLATION AND CONFIGURATION SERVICES TASKS ...................................................................................... 29
TASK INS 1: CONFIGURE THE COUNTY‐PROVIDED MICROSOFT SQL SERVER DATABASE SOFTWARE .............................................. 29
TASK INS 2: INSTALL AND CONFIGURE JMS AND RMS SOFTWARE ON THE COUNTY‐PROVIDED PRODUCTION APPLICATION SERVER(S)
AND DATABASE SERVER(S). ............................................................................................................................................. 30
TASK INS 3: INSTALL AND CONFIGURE THE JMS PRE‐BOOKING APPLICATION .......................................................................... 31
TASK INS 4: INSTALL AND CONFIGURE THE JMS PUBLIC WEB VIEWER APPLICATION ................................................................. 32
TASK INS 5: INSTALL M2 SERVER SOFTWARE ..................................................................................................................... 33
TASK INS 6: INSTALL MAP APPLICATION SERVICES (MAS) SERVER SOFTWARE ......................................................................... 33
TASK INS 7: CONDUCT RMS SOFTWARE CONFIGURATION WORKSHOP .................................................................................. 35
TASK INS 8: CONDUCT JMS SOFTWARE CONFIGURATION WORKSHOP ................................................................................... 36
TASK INS 9: RMS FUNCTIONAL TESTING .......................................................................................................................... 37
TASK INS 10: JMS FUNCTIONAL TESTING ........................................................................................................................ 37
TASK INS 11: RMS AND JMS SUBSYSTEM INTEGRATION TESTING ........................................................................................ 37
TASK INS 12: INSTALL AND CONFIGURE LICENSED EIS SOFTWARE ON THE COUNTY‐PROVIDED TEST/TRAINING SERVERS. ................. 38
PROJECT CONFIGURATION AND DEVELOPMENT TASKS...................................................................................... 40
TASK DEV 1: JMS SOFTWARE CONFIGURATION SPECIFICS ................................................................................................... 40
TASK DEV 2: RMS CONFIGURATION SPECIFICS .................................................................................................................. 41
INTERFACE TASKS .............................................................................................................................................. 43
TASK INTER 1: JMS TO LIVESCAN INTERFACE EXPORT ......................................................................................................... 44
TASK INTER 2: RMS CHL TO LIVESCAN INTERFACE EXPORT ................................................................................................. 45
TASK INTER 3: JMS TO TELMATE (INMATE TELEPHONE) INTERFACE ....................................................................................... 45
TASK INTER 4: JMS TO KEEFE COMMISSARY INTERFACE ...................................................................................................... 46
TASK INTER 5: JMS TO APPRISS (VINE) INTERFACE ......................................................................................................... 47
TASK INTER 6: JMS TO NAPHCARE INTERFACE .................................................................................................................. 47
TASK INTER 7: JMS SSA INFORMATION EXPORT ................................................................................................................ 48
TASK INTER 8: NORTHPOINTE JMS INTERFACE ................................................................................................................... 49
TASK INTER 9: RMS IMPORT INTERFACE OF CAD (CFS) DATA FROM HEXAGON ...................................................................... 49
TASK INTER 9A: RMS INQUIRY INTERFACE ........................................................................................................................ 51
TASK INTER 10: LINX EXPORT ......................................................................................................................................... 52
TASK INTER 11: WACIC INTERFACE MKE’S ..................................................................................................................... 52
TASK INTER 12: RMS SUBSYSTEM INTERFACES –RMS IMPORT FROM SECTOR ACCIDENT ........................................................ 55
TASK INTER 13: RMS SUBSYSTEM INTERFACES –RMS IMPORT FROM SECTOR CITATION ......................................................... 56
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Kitsap County Regional, WA ‐‐ SOW Page 3
TASK INTER 14: DL DATA SCAN TO RMS/JMS NAMES ...................................................................................................... 57
TASK INTER 15: RMS EXPORT TO EVIDENCEONQ (FILEONQ) .............................................................................................. 58
SOFTWARE CUSTOMIZATION TASKS .................................................................................................................. 60
DATA CONVERSION TASKS ................................................................................................................................ 61
TASK DCON 1: EIS JMS DATA CONVERSION .................................................................................................................... 61
TASK DCON 2: EIS RMS DATA CONVERSION ................................................................................................................... 63
TASK DCON 3: JMS MUGSHOT DATA CONVERSION .......................................................................................................... 65
USER TRAINING ................................................................................................................................................. 67
TASK TRN 1: JMS ADMINISTRATOR TRAINING .................................................................................................................. 67
TASK TRN 2: JMS TECHNICAL AND USER TRAINING ............................................................................................................ 68
TASK TRN 3: RMS ADMINISTRATOR TRAINING .................................................................................................................. 69
TASK TRN 4: RMS TECHNICAL AND USER TRAINING ........................................................................................................... 70
CUTOVER TO LIVE OPERATIONS......................................................................................................................... 72
TASK GL 1: JAIL PRODUCTION CUTOVER ........................................................................................................................... 72
TASK GL 2: RMS PRODUCTION CUTOVER ......................................................................................................................... 73
PROJECT COMPLETION AND SIGN OFF ............................................................................................................... 74
TASK COM 1: JMS GO‐LIVE ACCEPTANCE ....................................................................................................................... 74
TASK COM 2: RMS GO‐LIVE ACCEPTANCE ...................................................................................................................... 74
TASK COM 3: SYSTEM DELIVERY FINAL ACCEPTANCE ......................................................................................................... 74
EXHIBIT A ‐ CHANGE ORDER FORM (STANDARD) ............................................................................................... 76
CHANGE ORDER AGREEMENT ......................................................................................................................................... 76
EXHIBIT B ‐ MINIMUM HARDWARE STANDARDS ............................................................................................... 78
EXHIBIT C ‐ RACI TEMPLATE ............................................................................................................................... 79
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Kitsap County Regional, WA ‐‐ SOW Page 4
STATEMENT OF WORK
Kitsap County Regional JMS and RMS
Purpose
The purpose of this document is to define the software and services being provided by EIS Corporation (EIS) to the
Kitsap County Sheriff’s Office (KCSO), located in Port Orchard, Washington. Due to the scale and scope of the
project EIS has divided the implementation tasks between the 2 main systems (Jail and Records). The activities
associated with the implementation of each of the major systems have been identified through a set of tasks
itemized within this statement of work. Some tasks within this document combine the required activity to a single
task to satisfy both systems.
The following Statement of Work (SOW) defines the principal activities and responsibilities of all parties for the
implementation of an integrated Jail Management System and Law Enforcement Records Management System to
support Kitsap County and partnering law enforcement agencies (hereinafter called the “County”) Jail/Corrections
Management operations and Records Management operations. The system will be composed of the following
primary software components, with the installed software being the latest software release that is available at the
time of installation. Unless otherwise indicated from the context in which it is used, the word “system” will be
used herein to refer to the compilation of the foregoing subsystems, interfaces and ancillary systems.
Deliverables Overview
The Project Task Section of this document lists and defined the project deliverables that EIS will provide.
Project Organization.
EIS will designate a senior experienced project manager that will be assigned for the duration of the project.
This person provides a direct point of contact for the County. Coordinate and conduct the Project Kickoff
Meeting. Develop and maintain the joint Project Plan including the Responsibility Matrix. Provide frequent
Status Reports as agreed upon by both parties.
1. An EIS Project Manager will be assigned to this project. EIS will designate a senior project
manager for the duration of the project as the direct point of contact for the County.
Customer Organization Meeting
1. EIS and County project teams meet to further define the project, review the deliverables, County
hardware requirements, and establish an implementation schedule and procedures.
Project Specification and Implementation Plan
The EIS Project Manager shall manage EIS activities through the EIS Project Plan. The EIS Project Plan shall
describe tasks, estimated duration, task dependencies and estimated completion dates for tasks defined
within the Statement of Work. The EIS Project Plan shall describe the elements and define associated
deliverables and resources.
The EIS Project Manager shall coordinate with the County assigned Project Manager to provide a bi‐weekly,
up‐to‐date EIS Project Plan to maintain and manage the master project schedule including the development of
schedules, determination and assignment of tasks, and schedule adjustments and will be made available for
online viewing.
The initial EIS Project Plan shall be developed in conjunction with the County Project Manager upon project
commencement and shall be submitted for acceptance. The activities that are scheduled to begin between
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submission of the initial EIS Project Plan and acceptance thereof shall not be delayed before acceptance of the
initial EIS Project Plan.
1. County and EIS develop and accept a functional Project Plan. The Project Plan will include a
project synopsis, project organization and staffing, overview of deliverables, implementation
schedule, training plan, data conversion plan, and cut‐over and live operation plans.
2. The Project Plan is jointly developed by the EIS Project Manager and County Project Manager,
and mutually approved.
3. It is estimated that the full implementation will be completed within fourteen (14) months from
date of order. Due to the scope, the implementation may be phased to accommodate individual
County schedules and EIS resources.
System Preparation
1. EIS Professional Services Staff will configure the EIS software on the County provided Windows
computing platform for the production environment as described in accordance with the
deliverables specified within his Statement of Work and provide configuration tasks as specified
in the project plan.
2. EIS Professional Services Staff will configure the EIS software on the County provided Windows
computing platform for the training environment as described in accordance with the
deliverables specified within his Statement of Work and provide configuration tasks as specified
in the project plan.
3. All system hardware, operating systems and other 3rd party components required to support the
EIS software will be provided by the County.
4. EIS deploys contracted interfaces in accordance with the County approved interface
specifications.
5. Complete an initial test data conversion.
Installation and Configuration
1. Installation and Configuration phase is done on site at the County and consists of a concentrated
functional review workshop, followed by review sessions as specified in the project plan.
2. EIS will install the system and required interfaces on the customer site.
3. EIS will train the designated County system administrators and KCSO Subject Matter Experts
(SME’s) in the JMS and RMS system, theory and use.
4. EIS and County staff will configure the initial data tables, workflow, and processes in coordination
with County SME’s.
5. Perform Data Conversion Testing. Validate and test data conversion for completeness and
accuracy in accordance with the agreed upon data migration plan.
6. System documentation, including user manuals, application notes, and machine‐readable
manuals with rights to reproduce within the agencies.
Customer Validation and Testing
1. Perform Functional Acceptance Testing. JMS system and RMS system installed and operational
at the County, for an agreed upon period as defined within the contract, providing an
environment for the County to define internal operation policies and validate the system for
operational use.
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2. County will develop any in‐house required procedures or policies for operation of the new
system.
3. Complete Configuration Acceptance test with County, live operation transition is scheduled.
Live Operation
1. EIS arrives on site and completes any required updates.
2. County JMS users are trained on the use of the system and training documents are provided.
3. County RMS users are trained on the use of the system and training documents are provided.
4. Final data conversion is completed, and the system converts to live operation upon the Go/No‐
Go review completion.
5. EIS and County project managers complete the acceptance testing and signoffs.
6. EIS provides stabilization support and go‐live assistance.
Hardware
1. Selected Hardware Equipment as specified in Statement of Work, purchase authorizations issued
to and accepted by EIS, or approved contract change order.
2. The Kitsap County project does not include the purchase of any hardware by the county from EIS.
System Software
1. Jail Management software suite and supporting applications, interfaces and customizations as
listed in this document and in accordance with the detailed responses provided by EIS in
association with the items detailed in the SOW.
Pocket JMS software to be installed on County provided wireless hardware.
JMS Pre‐Booking software.
JMS Public Viewer software
2. M2 message switch and interface to the State of Washington WACIC system. This interface will
provide a defined set of integrated inquiry and entry capabilities for the other subsystems.
3. Records Management software suite and supporting applications, interfaces and customizations
as listed in this document and in accordance with the detailed responses provided by EIS in
association with the items detailed in the SOW. RMS Includes agency level use licensing for:
Kitsap County Sheriff’s Office
Port Orchard Police
Bainbridge Island Police
Bremerton Police
Poulsbo Police
Suquamish Police
WestNet Regional Task Force
KCIRT Regional OIS Investigations group
4. Regional Mugshot lineup module through the EIS Hosted application suite has been included.
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5. Civil Management software is not provided. The Kitsap County Sheriffs utilize a Civil management
project provided by Tyler. EIS Civil software is not included. Interface to the existing Tyler Civil
software is not included.
6. Property and Evidence is not provided – The County agencies (Sheriff’s office and all PD’s)
currently utilize the Evidence on Q products and will continue to do so for the foreseeable future.
EIS Property Management software is not included. Interface to the existing Evidence on Q
software has been included.
Data Conversion
1. County Intergraph – Jail data migration (Including attached document images)
2. County Intergraph – Jail Mugshot data migration
3. County Intergraph – Records data migration (Included attached document images)
Interfaces
1. Interfaces to Third Party Systems as Itemized within the interface task elements presented in this
SOW.
Training Services
1. Training as agreed in the Implementation Plan, within the training hours purchased by the
County.
2. Technical Administrator,
3. End User Administrator,
4. End User
System Documentation
1. Specified System documentation. EIS will provide system documentation in electronic format
only.
2. JMS Users Guide
3. RMS Users Guide
Additional Project Information
Substitute Products
EIS, Inc. reserves the right, as part of the requirements stated herein, to provide products and services of equal or
better quality, of comparable value and certified for operation with EIS systems that are available at the time of
installation or delivery. These substitutions will be at no additional cost to the County, unless the scope of the
project is modified by change order as defined in the contract. Deviations and changes to this SOW are subject to
mutual agreement between EIS and the County. Any substitutions proposed by EIS must be accepted, in writing, by
the County.
Training Information
The County must provide a training location with a maximum of 20 workstations for training that meet the
minimum hardware requirements for JMS and RMS. The training location must be free of distractions and
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scheduling of staff must be uninterrupted for the duration of the training. County will ensure that a supervisor
level staff member is present during each training who can address County policy and procedure questions that
arise during the training and are not addressed in the use policy document.
The training schedule will be drawn up as part of the Implementation Plan with assistance from the County Project
Manager.
Training assignments will be the responsibility of the County with input from EIS staff on who should be trained on
which modules. The County will be responsible to coordinate County personnel to attend scheduled training
sessions. Training to include:
1. JMS and RMS End User Administrator Training.
2. Direct End‐User training for designated users of the system within the County.
3. System documentation, including user manuals, application notes with rights to reproduce within the
agencies.
System Interfaces
Each system interface will be developed and deployed in accordance with the EIS interface specifications accepted
by the County. Once accepted, the development interface specification will be the presiding document and be
incorporated into the contract forthwith. All interfaces are subject to dependencies and are partially reliant on
factors beyond the control of EIS. As such, the deliverable items related to all interfaces are directly dependent on
the availability of external resources (connections to foreign systems, data, and other external components).
System interfacing will be dependent on the system software up and fully running before a successful interface can
be completed by EIS. Delays related to the required dependencies are not the responsibility of EIS.
All interfaces with other products will be completed as quickly as possible, however without the cooperation of the
third‐party software vendors, implementation could be delayed. This would not be the responsibility of EIS and
outside the scope of the SOW. County agrees that the installation of the various interfaces on County hardware
that meet the agreed upon specification satisfies the interface requirement regardless of third‐party issues and
delays.
Change Control Procedures
Change Requests can be initiated by either party. Using the Change Control Form in Exhibit A of the SOW, the
Receiving Party will review any change requests, conduct an impact analysis, propose alternative approaches, if
any, and advise the Initiating Party of the findings with all associated additional fees and schedule impacts within
fifteen (15) business days of the Receiving Party’s receipt of any such Change Control Form. Changes shall be made
as amendments to the Statement of Work and shall set out the nature of the change, the new fee and schedule,
and any other agreed upon services. Amendments shall only be effective when signed by the County and EIS.
The change control form will be developed by EIS for use as required. Once received and reviewed, the receiver
will make a determination as to how to proceed with the request:
a. If the change can be implemented with no substantial change to the scope of the project, the change can
be approved at no charge and forwarded to the EIS Project Manager for implementation.
b. If the change is outside the original design and scope of the project, the change can be approved with an
additional charge (if approved) and forwarded to the EIS Project Manager and County for implementation.
c. Save the change as a future release request (specified date or unspecified date, these requests are not
binding and EIS is not committing to provide such a feature.).
d. Disapprove the change as there is no implementation path supported by the software.
Either EIS or County may request changes to this Statement of Work at any time. Because such changes could
significantly affect the cost, schedule, or other critical aspects of the work being performed, both County and EIS
must approve each change request in writing prior to implementation. The following change control procedure will
be used except as superseded by mutual agreement or other binding procedures:
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1. A “Change Request” (CR) prepared in a form and format acceptable to both County and EIS will be
the vehicle for communicating change.
2. A “Change Request” must describe the requested change, the rationale for the change, and any
anticipated effect or risk the change will have on the contract and/or the work performed under the
contract.
4. County and/or EIS should complete all reviews and officially approve or reject an issued “Change
Request” within Thirty (30) business days of receipt.
5. Resolution of open issues concerning the definition, submission, acceptance, rejection, or
implementation of all Change Requests will occur via resolution process mutually selected by and
agreeable to County and EIS.
Custom/Project Software Development
The project does include software development services specifically related to deliverable components referenced
within this Statement of Work. All development work is performed to modify or enhance existing functions
provided within the EIS application software. All software modifications, enhancements or reports developed as
part of this project are incorporated into the commercial JMS or RMS product licensed from EIS and is fully owned
by EIS. No software modifications, enhancements or reports developed as part of this project shall be construed
as a “Work for Hire”.
Other Issues
The County is responsible to provide all hardware and software that conforms to the minimum requirements as
outlined by EIS in SOW Exhibit B ‐ Minimum Hardware/Software Standards.
Exclusions
EIS implementation is limited to EIS software and services only (and any specifically denoted hardware). Any
hardware, communications circuits, system software, or other third‐party components not explicitly itemized
herein or on related purchase documents are excluded.
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Project Organization and Management Tasks
Task PO 1: Project Management
Objective: EIS and County assign project managers for the duration of this project.
Task Description:
Both County and EIS will designate a project manager who will direct the efforts and serve as primary point of
contact for the project.
Responsibilities:
EIS will designate a Project Manager who will direct EIS’s efforts and serve as the primary point of contact for the
County. The responsibilities of the EIS Project Manager include:
a) Maintain project communications with the County’s Project Manager.
b) Manage the efforts of EIS staff and coordinate EIS activities with the County’s project manager
for team member taskings.
c) Resolve deviations from the Project Schedule.
d) Monitor the project to ensure that support resources are available as scheduled and as identified
in the project plan.
e) Coordinate and oversee the installation of all licensed EIS/EIS application software.
f) Review and administer agency approved change control procedures through the County’s Project
Manager, commonly referenced as a “Change Request” (CR), issued by the EIS Project Manager.
g) Conduct status meetings via teleconference or email with the County’s Project Manager and
KCSO, to discuss project status and prepare status reports as necessary.
h) Provide timely responses to issues related to project progress raised by the County’s Project
Manager.
i) Working with the County Project Manager, develop and maintain a Project Task List to identify
project tasks and deadlines.
j) Provide copies of the CJIS certifications for EIS staff performing installation, configuration, and
maintenance.
k) – Working with county project manager to identify, manage, and mitigate project risks.
County will designate a Project Manager who will direct the County’s efforts and serve as the primary point of
contact for the County. The responsibilities of the County Project Manager include:
a) Maintain project communications with EIS's Project Manager.
b) Identify the efforts required of County staff to meet the County’s task requirements and
milestones in the Statement of Work and Project Schedule.
c) Review the preliminary Project Schedule with EIS’s Project Manager and assist EIS in developing a
detailed Project Schedule defining the detailed tasks and a schedule of EIS and County
responsibilities.
d) Measure and evaluate progress against the Project Schedule.
e) Monitor the project to ensure that County support resources are available as scheduled.
f) Attend status meetings with EIS's Project Manager.
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g) Provide timely responses to issues related to project progress raised by EIS's Project Manager.
h) Liaison and coordinate with other County agencies, other governmental agencies and the
County’s contractors.
i) Review and administer change control procedures, hardware and software certification, and all
related project tasks required to maintain the implementation schedule.
j) Approve payments in a timely manner with KCSO based on the terms defined within the
contract.
k) Ensure that all appropriate County personnel attend and actively participate in all project
activities.
l) Assign one or more personnel who will work with EIS staff as needed for the duration of the
project, including at least one system administrator, one database administrator and a command
staff representative from the KCSO that can make policy decisions.
m) Work with EIS personnel in designing and approving a project task list as mentioned in the EIS
Project Manager Responsibilities.
n) Provide building access to EIS personnel to all facilities where the system is to be installed during
the project. Identification cards should be issued to EIS personnel if required for access to
County facilities. County will confirm that the necessary access is in place 24 hours before the
arrival of EIS staff along with any required County escorts that may be needed. EIS acknowledges
that access to County facilities will be governed by the County’s security and access requirements
and will cooperate with the County to ensure EIS staff and any subcontractor personal adhere to
County access standards.
o) Provide adequate workspace for EIS personnel to include desks, chairs, worktables, telephone
with long distance access, color printer access, and DSL or faster internet connections access is
limited to county policy, vendors must adhere.
p) As applicable to EIS’s installation, assume responsibility for all fees for licenses and inspections
and for any delays associated with inspections due to the required permits.
q) Provide contact names and telephone numbers for the appropriate agencies.
r) Provide reasonable care to prevent equipment exposure to contaminants that cause damage to
the equipment or interruption of service. Ensure a safe work environment for EIS personnel. If
problems are encountered with hazardous materials, EIS will immediately halt work and the
County will be responsible for the abatement of the problem or EIS and the County will jointly
come to a mutual agreement on an alternative solution. EIS will be excused from timely
performance of its obligations pending such resolution.
s) Provide CJIS certified staff and their EIS owned computers network access to the relevant servers
for purposes of installation, configuration and maintenance.
Dependencies:
Assignment of Project Managers.
Completion Criteria:
This task is considered complete when the County and EIS assign their designated Project Managers.
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Task PO 2: Project Organization Meeting
Objective: Hold Project Organization meeting with designated EIS and County staff.
Task Description: Project Planning and Organization tasks include the establishment of the EIS and County
project managers, project team and the provision of a Project Kickoff/Organization Meeting. This activity also
identifies and communicates specific project tasks to be undertaken by EIS and County. Timeframes will be
established for the development of related project management deliverables under this Statement of Work,
including the Project Plan.
The initial project organization meeting is a facilitated work session designed to establish project organization and
reporting and to set initial parameters on the overall project implementation. A key objective of this meeting is to
provide implementation assistance to County personnel and answer outstanding questions and concerns related
to the project.
The objectives of this task are:
1. To introduce all project participants and review roles of key participants;
2. Review contractual requirements and overall scope of the project;
3. Answer key customer questions and address concerns related to the project;
4. Establish a clear chain of communication, authority, and reporting procedure.
5. Review resource and scheduling requirements;
6. Review and collect interface data;
7. Review the implementation procedures and establish a general timeline for the project to include any
known administrative delays that may affect project implementation;
8. Finalize Hardware Requirements to support the RMS and JMS system;
9. Acquire information sufficient to begin the development of the following project plans;
a. Implementation Plan
b. Responsibility Matrix (RACI)
c. Training Plan
d. Acceptance Test Plan
e. Interface Plan
f. Conversion Plan
g. Production Cut‐Over Plan
h. Go‐Live and Stabilization Plan
Dependencies:
Executed and accepted contract.
Completion Criteria:
This task is considered complete when the on‐site Project Kickoff Session has been held with EIS and County
representatives in attendance.
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Task PO 3: Hardware Requirements and Site Preparation
Objective: Validate and finalize the County’s hardware and third‐party software requirements.
Task Description:
EIS will verify that County has met all the hardware requirements, operating system requirements, network, access
points and third‐party software for the RMS and JMS system. Task will be performed at the project organization
meeting.
Responsibilities:
EIS will:
a) Verify with County personnel the recommended computer processor(s), operating system
software, third‐party software, all associated workstations, printers, communications, and
related components.
b) Verify with the County the network topology and configuration requirements.
c) Prepare a final hardware and operating system software deliverables list (if required), thus
amending Project Deliverables, as appropriate.
d) Pre‐plan installation activities with the County.
e) Verify with County the server installation and support processes utilized by the County.
f) Verify the provision of remote access to County servers by EIS installation and Support staff.
County will:
a) Provide, upon request, information on existing hardware and operating system software
components and terminal networks, as well as projected utilization statistics and other
information as is reasonably required to validate final hardware requirements.
b) Review the final hardware and operating system software configuration with the EIS project
team.
c) Order hardware as determined and notify EIS as to delivery and installation schedules.
d) Certify the County provided hardware is installed and ready for use as determined in the project
organizational meeting.
Dependencies:
County IT resources, including:
Network/Network Security
DBA
Desktop Support
Server Support
Completion Criteria:
This task is considered complete when the final hardware and operating system software configuration is complete
and approved by the County and EIS.
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Task PO 4: Develop Project Schedule Document
Objective: Establish and deliver the Project Schedule as a working document.
Task Description:
The objective of this task is to finalize the preliminary Project Schedule. The Project Schedule will be finalized and
mutually agreed upon between the parties.
EIS will:
a) Review with County personnel the identified implementation tasks, priorities, inter‐
dependencies, risks, and other requirements needed to establish the Project Schedule. Ensure
an approved schedule/list of milestones is provided prior to the beginning of next
implementation phase.
b) Prepare the Project Schedule document and deliver the first version of the implementation and
training plan to the County.
c) Review the Project Schedule with County personnel and make changes and/or corrections that
are mutually agreed upon.
d) Assume accountability for all EIS supplied tasks within the Project Schedule.
County will:
a) Analyze with EIS project personnel the identified requirements and make such implementation
decisions as are reasonably required to finalize the Project Schedule.
b) Work with EIS staff to finalize the Project Schedule.
c) Notify EIS of any known or anticipated events that may impact the schedule and work with EIS to
revise the implementation plan to accommodate these events.
Dependencies:
Completion of the project organization meeting and review of the County implementation requirements.
Completion Criteria:
This task is considered complete upon the approval of the preliminary project schedule as mutually agreed
between EIS and County.
Task PO 5: Project Definition and JMS Functional Review Workshop
Objective: Review EIS JMS Functional Design and define County Operational Requirements.
Task Description: EIS project staff will meet with County assigned project team members and stakeholders to
provide a project overview to discuss project expectations, and to review intended outcomes as related to the
JMS. The purpose of this task is to review the functional capabilities of the system software and contracted
services to ensure that County personnel understand the conceptual details of the systems and have an
understanding of the systems operational parameters. EIS will discuss the intended use of each provided
operational module with County personnel, define extended system parameters and other information that will be
required to allow EIS to configure the system for installation at the customer site. Review the County operational
procedures and identify any County‐specific requirements to meet general system level State Reporting
requirements and other identified system operational requirements. Review data conversion approach.
This workshop provides an overview of the various JMS code tables and the requirements for gathering the data to
build these files. The workshop also provides worksheets and review data import options to populate
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standardized tables. The session provides an overview of options available to County for performing County
specific system tailoring and determining operational system parameters.
Responsibilities:
EIS will:
a) Review the operational and business requirements of the County.
b) Conduct a review with County of EIS JMS functionality based on current EIS JMS Design
Specifications.
c) Obtain, with County’s assistance, state standards and requirements applicable State level
Reporting.
d) Summarize outstanding items and provide a definitive project schedule in an Internal Reference
Specification (IRS). Copies of this will be provided for the County and reviewed with County
management to help ensure that the project is on track and that both parties have a firm
understanding of the overall software configuration objectives.
County will:
a) Assign appropriate County personnel to attend the functional review session.
b) County’s JMS database administrator will attend the functional review session.
c) Aid EIS in obtaining the state standards and requirements.
d) Provide acceptance of EIS JMS Design specifications and general system reporting specifications.
e) Participate in the review of the EIS JMS functionality, based on the current or proposed EIS
Design Specifications.
f) Collect and provide all system table and validation data values, unless specified otherwise by
mutual agreement.
Dependencies:
1. Deployed EIS JMS Server software to County production machines.
2. Deployed JMS workstation software to workstations to be used during the review session.
Completion Criteria:
This task is considered complete when EIS has provided the on‐site JMS Review Workshop session and provided
County with a documented review of EIS JMS functionality, state reporting requirements, and identified
enhancements discovered as part of the workshop as a project software configuration document.
Task PO 6: Project Definition and RMS Functional Review Workshop
Objective: Review EIS RMS Functional Design and define County Operational Requirements.
Task Description: EIS project staff will meet with County assigned project team members and stakeholders to
provide a project overview to discuss project expectations, and to review intended outcomes as related to the
Records Management System (RMS). The purpose of this task is to review the functional capabilities of the system
software and contracted services to ensure that customer County personnel understand the conceptual details of
the systems and have a grasp of the systems operational parameters. EIS will discuss the intended use of each
provided operational module with County personnel, define extended system parameters and other information
that will be required to allow EIS to configure the system for installation at the customer site. Review the County
operational procedures and identify any County‐specific requirements to meet general system level State
Reporting requirements and other identified system operational requirements. Review data conversion approach.
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This workshop provides an overview of the various RMS code tables and the requirements for gathering the data
to build these files. Provide worksheets and review data import options to populate standardized tables. The
session provides an overview of options available to County for performing County specific system tailoring and
determining operational system parameters.
Responsibilities:
EIS will:
a) Review the operational and business requirements of the County.
b) Conduct a review with the County of EIS RMS functionality based on current EIS RMS Design
Specifications.
c) Obtain, with County’s assistance, state standards and requirements applicable State level
Reporting.
d) Summarize outstanding items and provide a definitive project schedule in an Internal Reference
Specification (IRS). Copies of this will be provided for the County and reviewed with County
management to help ensure that the project is on track and that both parties have a firm
understanding of the overall software configuration objectives.
County will:
a) Assign appropriate County personnel to attend the functional review session.
b) County’s RMS database administrator will attend the functional review session.
c) Aid EIS in obtaining the state standards and requirements.
d) Provide acceptance of EIS RMS Design specifications and general system reporting specifications.
e) Participate in the review of the EIS RMS functionality, based on the current or proposed EIS
Design Specifications.
f) Collect and provide all system table and validation data values, unless specified otherwise by
mutual agreement.
Dependencies:
1. Deployed EIS RMS Server software to County production machines.
2. Deployed RMS workstation software to workstations to be used during the review session.
Completion Criteria:
This task is considered complete when EIS has provided the on‐site RMS Review Workshop session and provided
County with a documented review of EIS RMS functionality, state reporting requirements, and identified
enhancements discovered as part of the workshop as a project software configuration document.
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Project Plan
Task PP 1: Project Plan
Objective: EIS Project Manager will develop a Project Plan and deliver to the County for approval.
Task Description:
The EIS Project Plan shall describe tasks, estimated duration, task dependencies and estimated completion dates
for tasks defined within the Statement of Work. The EIS Project Plan shall describe the elements and define
associated deliverables and resources. Adjustments to the project plan will be on‐going. The EIS Project Manager
will write and submit a detailed Project Plan to the County for approval. The Project Plan will include the
following:
1. A project synopsis with key objectives and goals of the new systems.
2. A reiteration of the project organization and staffing.
3. An abbreviated list of contract deliverables as outlined in this SOW.
4. An initial implementation schedule showing key milestones and installation sequences.
5. A training plan that will lay out the training requirements in hours, schedule, training facilities, and
responsibilities. The actual scheduling of personnel will be done at a date closer to the Training and Live
Operations phase.
6. A data conversion plan.
7. A cut‐over plan for go‐live operations.
Responsibilities:
EIS Will:
a. The EIS Project Manager will write the Project Plan and deliver to the County Project Manager for review
and approval.
County Will:
a. The County Project Manager along with KCSO will review and approve the Project Plan.
Dependencies:
Completion Criteria:
This task is complete upon acceptance of the initial project plan by the County project manager and KCSO.
Task PP 2: Acceptance Test Plan(s)
Objective: EIS Project Manager will work with the County project team to develop an “Acceptance Test Plan”
and deliver to the County for approval. The successful completion of the Acceptance test plan will constitute
“Final” system acceptance.
Task Description:
The EIS Project Manager assist the County in the development of the system acceptance criteria and the
“Acceptance Test Plan” that will detail the procedures to be utilized for the acceptance tests, test plans will
include:
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a) Installation Acceptance Test Plan – Certification of the initial baseline software deployment.
b) Functional Test Plan – Certification that the system is configured according to deployment specifications,
including County specific configurations and customizations.
c) Data Conversion Acceptance Test Plan – Certification that the data conversion has been completed in
accordance with the data conversion plan.
d) Interface Test Plan – Certification that the deployed interface is operational according the development
and deployment specifications (provided per interface).
Responsibilities:
EIS Will:
a. The EIS Project Manager will assist the County Project Manager and KCSO in the development of the
referenced plans for review and approval.
b. Coordinate all EIS resources as required in the development of the related plans.
County Will:
a. The County Project Manager and KCSO will review and approve the Project Plan.
Dependencies:
Completion Criteria:
This task is considered complete upon mutual acceptance of the written Test Plan by EIS and County project
manager(s).
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Hardware and Platform Delivery Tasks
Task HW 1: Review County Production Server Hardware
Objective: Review and accept the production County provided server configuration as ready to receive
application software.
Task Description:
Objective involves reviewing the server environment provided to ensure appropriate integration with County
network, installation and configuration of appropriate system software, including: Server OS’s, Service packs, SQL
database software, MSMQ, .NET frameworks, IIS and other components as specified by EIS installation group.
Access for EIS must be granted by County to attach to provided servers with administrative privileges using EIS
owned computers by EIS CJIS certified staff. EIS technical staff will verify the configured components deployed on
servers. Specific tests will be performed to assess component configuration. If components are missing or
improperly configured, EIS installation group will notify County of the deficiency and coordinate with the County a
resolution plan. Due to the nature of the proposed VM deployment module, EIS is unable to address issues related
to systems and configuration below the VM Client OS level.
Responsibilities:
EIS will:
a) Provide consulting assistance and server requirements for the proposed RMS and JMS system.
Review server configurations, install applications and services and test configuration.
b) Verify and accept server configuration as “Ready for Use”.
County will:
a) Install and configure the servers into a production environment.
b) Install and configure all Server hardware, OS’s, OS Service packs, .NET Frameworks, SQL database
software and other components as specified by EIS installation group.
c) Provide administrative access to EIS installation group.
d) Be available to address and answer questions, modify configurations, and modify security
permissions if required during the installation during business hours unless alternative
arrangements are made and confirmed 24 hours in advance.
Dependencies:
1. County provided server hardware must be installed and configured for use within the County’s
network environment.
2. All County provided server‐side software is loaded and configured for use.
3. EIS technical/installation group must be granted access to the servers at an administrative level.
4. County IT resource availability, especially if needed during non‐business hours
Completion Criteria:
This task is complete when EIS certifies as “Ready to Use” the production server systems provided by the County.
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Task HW 2: Install the County‐provided Microsoft SQL Server
Database Instance
Objective: The objective of this task is to install the supporting Microsoft SQL Server Database software
instances for both the test and training servers and certify the Microsoft SQL Server DB configuration as ready to
use.
Task Description:
County IT to install the County‐provided Microsoft SQL Server Database software to on County provided database
server hardware. The SQL Server database software will be installed on production and test servers by County IT
utilizing Mixed‐Mode access, and full permission rights will be granted to EIS installation personnel. EIS installation
staff will configure the supporting Microsoft SQL Server Database software with the system data tables and
permission set required to support the delivered application software (and specified County configurations), on
the designated County‐provided server. EIS will provide database schema and table documentation, installed and
operational active database schema and table generation scripts, and provide certification that the County
database meets EIS requirements.
Responsibilities:
EIS will:
a) Install the baseline RMS, JMS and other licensed modules database schemas within this
configuration.
b) Test the initial operation of the baseline database subsystem and provide a status report to the
County’s project manager upon completion.
c) Provide written certification of successful installation.
County will:
a. Install and configure designated database server hardware on County’s network (Hardware).
b. Provide access to County‐provided hardware components to EIS installers. County provided
hardware and/or software must meet EIS recommended specifications and configuration.
c. Be available to address and answer questions, modify configurations, and modify security and
permissions if required during the installation.
d. Develop a standard backup routine of the SQL database with EIS staff. Test and implement.
Completion Criteria:
This task will be completed upon the installation and configuration of the Microsoft SQL Server Database software
on the database server and certified by EIS as ready to use as indicated in the implementation plan and accepted
by the County.
NOTES:
All required network protocol connectivity, firewalls and web services required to attach the workstations and
other system servers to the SQL Server database must be provided by the County and must be operational prior to
onsite installation by the EIS/EIS technicians.
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Task HW 3: Review RMS and JMS Training and Test Server Hardware
Objective: Review and accept the training/test level, County provided server configuration as ready to
receive application software. As part of the project EIS will install an isolated test/training
instance of the system software on county provided servers.
Task Description:
The training/test servers must mirror the system software environment deployed to the production servers.
Objective involves reviewing the training/testing server environment provided to ensure appropriate integration
with County network, installation and configuration of appropriate system software, including: Server OS’s, Service
packs, SQL database software, MSMQ, .NET frameworks, IIS and other components as specified by EIS installation
group.
Access for EIS must be granted and systems verified in the same manner as Task HW1.
Responsibilities: Same as Task HW1
Dependencies: Same as Task HW1
Completion Criteria:
This task is considered complete when EIS certifies as “Ready to Use” the test/training server systems provided by
the County.
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Software Deliverable Tasks
Task SFTW 1: Deliver RMS
Objective: Deliver standard release RMS Server software, RMS Workstation software and RMS supporting
Software, including applicable RMS software licenses, as purchased by the County and specified
in the Contract.
Task Description:
Complete the delivery of standard release RMS server software, the RMS Workstation Application software, and all
applicable RMS and supporting software licenses as indicated in the Contract. This includes all software
components (media), including applicable documentation (electronic software manuals) as listed in the purchase
contract.
RMS Modules include the following. (Review specific task detailed in this document for configuration
and modifications to be developed)
Master Indexes
EIS Standard, general release, RMS system index with search application for MNI (Master Name Index)
and MVI (Master vehicle Index). Included administrative Index management application.
Case Management and Investigations
EIS to provide standard, general release, case management application.
Pawn Module
EIS to provide standard, general release, system module. No electronic pawn submissions currently
accepted by the SO.
Property and Evidence
Will not be utilized by the County
Incident Reporting
Provide standard, general release, incident management application supporting Washington State IBR
data standards with workflow configuration to be determined in configuration workshops.
Mobile Report writing capabilities to be provided via full workstation deployment to the mobile
workstations, requiring high speed connection to the central server over County provided Wireless
service. The application has minimum hardware and software requirement as detailed in the
requirements document.
Accidents
EIS will provide standard, general release, accident report display capability. The County will be utilizing
the current Washington State SECTOR Accident reporting system. The provided Accident module will be
utilized to view and provide inquiry (display) capabilities for the accident reports imported into the
County RMS from the SECTOR accident reporting system. The County will utilize the accident module for
inquiry only, as no accident reports will be entered directly into the RMS.
Citations
EIS to provide standard, general release, system module and will support criminal citations and parking
citations. Module will be initially populated by citation entry directly into the module’s user interface and
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via the SECTOR citation import. Field level citation entry will be performed within the County’s existing
SECTOR system
Permits
EIS to provide standard, general release, permit module.
Weapons Permits
EIS to provide standard, general release, system module.
Registrants and Parolees
EIS to provide standard, general release, system module.
Restraining and Protection Orders
EIS to provide standard, general release, system module.
Warrants
EIS to provide standard, general release, system module.
Field Interviews Module
EIS to provide standard, general release, FI module.
WA‐IBRS Reporting
EIS to provide Washington standard, general release, WA‐IBRS reporting module and edit checks. EIS to
provide WSP IBR submission capability as currently deployed within the State of Washington.
Personnel
EIS to provide standard, general release, Personnel management module.
Asset Management
EIS to provide standard, general release, asset management module.
Civil Process Management
Not provided as part of this agreement.
Responsibilities:
EIS will:
a) Deliver all software components, including applicable documentation (software manuals), as
listed in the contract.
County will:
a) Accept software delivery and acknowledge receipt of EIS provided components.
Completion Criteria:
This task will be completed when the RMS software distribution set and third‐party software components as listed
in the contract, are delivered to the County at the location specified in the contract and accepted by the County as
defined in the acceptance plan.
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Task SFTW 2: Deliver JMS Application Software
Objective: Deliver standard release JMS Server software, JMS Workstation software and JMS supporting
Software, including applicable JMS software licenses, as purchased by the County and specified
in the Contract. JMS will be provided as a single production instance, supporting the Adult
Correctional Facility, and a single test/training instance.
Task Description:
Complete the delivery of standard release JMS server software, the JMS Workstation Application software, and all
applicable JMS and supporting software licenses as indicated in the Contract. This includes all software
components (media), including applicable documentation (electronic software manuals) as listed in the purchase
contract.
JMS Modules include the following. (Review specific task detailed in this document for configuration
and modifications to be developed)
Master Inmate Management (JMS Master Inmate)
Standard, general release, JMS system master inmate management application
Booking
General booking process forms.
Inmate Property
General release, inmate property modules.
Jail Incident Reporting
Standard, general release, jail incident management.
Jail Housing
Standard, general release, jail housing management.
Inmate Classification/Assessment
Standard, general release, inmate classification/assessment.
Inmate Sentencing
Standard, general release, inmate sentencing.
Jail Log
Standard, general release, jail Log.
Inmate Movement
Standard, general release, inmate movement.
Inmate Meal Restrictions
Standard, general release, inmate meal restrictions.
Inmate Release
Standard, general release, inmate release.
Inmate Schedule
Standard, general release, inmate schedule.
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Inmate Transport
Standard, general release, inmate transport.
Jail Reporting
Standard, general release, jail reporting module.
Inmate Visitation
Provide standard, general release, inmate visitation module.
Professional Visitation
Provide standard, general release, professional visitation module
Inmate Mugshot
Provide standard, general release, advanced mugshot module.
Inmate Lineup
Provide standard, general release, inmate lineup module.
Responsibilities:
EIS will:
a) Deliver all software components, including applicable documentation (software manuals), as
listed in the contract.
County will:
a) Accept software delivery and acknowledge receipt of EIS provided components.
Completion Criteria:
This task will be completed when the JMS software distribution set and third‐party software components as listed
in the contract, are delivered to the County at the location specified in the contract and accepted by the County as
defined in the acceptance plan.
Task SFTW 3: Deliver M2 Server software
Objective: EIS will deliver the primary M2 software modules on standard exchange media. This includes all
software components (media and software license) including applicable documentation
(software manuals). The M2 software service will be provided with the multi‐agency data
exchange adapter.
Task Description:
M2 operates as the system message switch and is utilized in support of system interfaces, including WACIC.
Deliver M2 Server software, WACIC Adapter software, JMS‐M2 interface, RMS‐M2 interface and supporting
Software required to connect to the M2 message switch, including applicable M2 software licenses, as purchased
by the County and specified in the Contract. The included multi‐agency data exchange adapter allows data query
and records viewing capabilities between EIS sites.
Responsibilities:
EIS will:
a) Deliver all software components including applicable documentation (software manuals), as
listed in the contract.
County will:
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a) Accept software delivery and acknowledge receipt of EIS provided components.
Completion Criteria:
This task will be completed when M2 software distribution set and third‐party software components as listed in
the contract, are delivered to the County at the location specified in the contract.
Notes:
M2 is a general communication data switch utilized throughout the RMS and JMS system. M2 will be deployed to
support an interfaced node supporting a direct connection to the State for WACIC /NCIC traffic. Specific WACIC
interface components are listed in the “WACIC” interface description contained in the interface section of this
SOW. WACIC broadcast and general notification services will not be provided through the M2 interface.
Configuration and use of the multi‐agency data exchange adapter requires agreement between County and each
participating exchange site and is not a contract deliverable but available option should County and other EIS
agencies agree to link systems.
Task SFTW 4: Deliver JMS Pre‐Booking Server Software
Objective: Deliver JMS Pre‐Booking Server software licenses as purchased by the County and specified in
the contract on standard exchange media.
Task Description:
Complete the delivery of standard JMS Pre‐Booking server software as indicated in the contract delivered to the
County as the arresting agencies specified in the contract.
Responsibilities:
EIS will:
a) Deliver all software components including applicable documentation (software manuals) as listed
in the contract.
County will:
a) Accept software delivery and acknowledge receipt of EIS provided components.
Completion Criteria:
This task will be completed when JMS Pre‐ Booking software distribution set as listed in the contract, are delivered
to the County at the location specified in the contract.
Task SFTW 5: Deliver JMS Pocket JMS Software
Objective: Deliver JMS Pocket JMS software licenses for use on County selected iOS and Android based
wireless devices, as purchased by the County and specified in the Contract on standard exchange media.
Task Description:
Complete the delivery of standard JMS Pocket JMS software distribution sets as indicated in the contract delivered
to the County at the location specified in the contract. This includes all software components (media and software
license) including applicable documentation (software manuals).
Responsibilities:
EIS will:
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a) Deliver all software components including applicable documentation (software manuals), as
listed in Contract.
County will:
a) Accept software delivery and acknowledge receipt of EIS provided components.
Dependencies:
1. Sufficient wireless 802.11 connectivity throughout the designated operational area.
Completion Criteria:
This task will be completed when JMS Pocket JMS software distribution set as listed in the contract, are delivered
to the County at the location specified in the contract.
Task SFTW 6: Deliver JMS Public Web Viewer Server Software
Objective: Deliver JMS Public Web Viewer Server software licenses as purchased by the County and
specified in the contract on standard exchange media.
Task Description:
Complete the delivery of JMS Public Web Viewer server software as indicated in the contract delivered to the
County as specified in the contract. Provide standard, general release, inmate Public Web Viewer (to be hosted on
County provided Web Server).
Responsibilities:
EIS will:
a) Deliver all software components including applicable documentation (software manuals) as listed
in the contract.
County will:
a) Accept software delivery and acknowledge receipt of EIS provided components.
Completion Criteria:
This task will be completed when JMS Public Web Viewer software distribution set as listed in the contract, are
delivered to the County at the location specified in the contract.
Task SFTW 7: Deliver Map Application Software
Objective: Deliver EIS/Mapping sub‐system software and supporting GIS (ESRI) engine, as purchased by the
County and specified in the contract. County will provide applicable map data to be used within the system.
Task Description:
Provide the standard version of the EIS /Advanced Mapping application on the County‐provided application
software along with purchased third party mapping support components as listed in the contract. EIS installation
staff will install and configure the supporting EIS /Advanced Mapping software with the appropriate configuration
options and permission set required to support the delivered EIS application software, on the designated County‐
provided server.
County is fully responsible to provide suitable map data to be utilized within the provided mapping software.
Responsibilities:
EIS will:
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a) Provide Server Installation files for EIS /Advanced Mapping
b) Provide purchased third party software components.
County will:
a) Accept software delivery and acknowledge receipt of EIS provided components.
Completion Criteria:
This task will be completed when EIS /Advanced Mapping software distribution set as listed in contract, are
delivered to the County at the location specified in the contract.
Task SFTW 8: Deliver RMS & JMS Documentation and County System
Deployment Documentation
Objective: Prepare and deliver documentation relating to the deployment of the RMS and JMS
Workstations including the workstation build and field deployment procedures and any site specific administrative
or end user documentation specified in the project or training plan.
Task Description:
The delivery includes providing Configuration manuals, Reference manuals, Training materials, and System
Administration documents in an electronic form by loading into the software, not in printed form or on portable
media.
Documentation Includes:
Records Management Users Guide
Pocket JMS Users Supplement
Any other document specified in the project plan.
Responsibilities:
EIS will:
a. Deliver deployment instructions, guides, manuals, and related documents in electronic form as specified
in the implementation plan.
County will:
a. Review and accept the standard RMS and JMS documents (described above) submitted by EIS.
Completion Criteria:
This task will be completed once EIS has prepared and delivered to the County the System Deployment document
specified above along with other documentation specified in the final project plan.
Installation and Configuration Services
Note: EIS will normally install the RMS and JMS software remotely through monitored access using County VPN
prior to on‐site configuration. The initial installation will be to production level servers and will include the
approximation of NCIC and state required code table values. EIS will additionally provide a first cut data
conversion including the RMS and JMS data migrated from the legacy systems for initial evaluation. EIS will then
schedule an Installation/Configuration Workshop or series of workshops to install final system components,
conduct system administrator training, configure the system, verify initial data conversion, and verify system
operation. Test and Training instances will be set up at the conclusion of production configuration and activated
on the designated test/training platform. County will be responsible to provide all system hardware unless
specifically noted in the Contract or this Statement of Work.
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Installation and Configuration Services Tasks
Task INS 1: Configure the County‐provided Microsoft SQL Server
Database software
Objective: Configure the County‐provided supporting Microsoft SQL Server Database software on the
production and test/training server, load RMS, JMS and supporting database schemas and certify the Microsoft
SQL Server DB configuration as ready to use.
Task Description:
EIS installation staff will configure the supporting Microsoft SQL Server Database software with the system data
tables and permission set required to support the delivered application software (and specified County
configurations), on the designated County‐provided server
Responsibilities:
EIS will:
a) Install the baseline JMS, RMS and other licensed modules database schemas within this
configuration.
b) Test the initial operation of the baseline database subsystem and provide a status report to the
County’s project manager upon completion.
c) Provide written certification of successful installation.
County will:
a) Install and configure designated database server hardware on County’s network (Hardware).
b) Provide access to County‐provided hardware/server components to EIS installers. County
provided hardware and/or software must meet EIS recommended specifications and
configuration.
c) Be available during business hours unless arranged and confirmed 24 hours in advance to
address an answer questions, modify configurations, and modify security and permissions if
required during the installation.
d) Develop, test and implement a standard backup routine of the SQL database with EIS staff.
Dependencies:
1. Access to County provided database server(s) as a DB administrator.
Completion Criteria:
This task will be completed upon the installation and configuration of the Microsoft SQL Server Database software
on the database server and certified by EIS as ready to use as indicated in the implementation plan and accepted
by County.
NOTES:
All required network protocol connectivity, firewalls and web services required to attach the workstations and
other system servers to the SQL Server database must be provided by the County and must be operational prior to
onsite installation by the EIS technicians.
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Task INS 2: Install and Configure JMS and RMS Software on the
County‐provided Production application server(s) and database
server(s).
Objective: The objective of this task is to install and configure the baseline JMS and RMS application
software and licenses on the designated County‐provided servers as designated in the implementation plan in
accordance with the finalized system configuration. Deliver and test the primary JMS and RMS software modules
on the equipment installed/provided by the County at County facility.
Task Description:
Task includes:
a. The configuration of the JMS and RMS Server software installed on the Database and Application
server(s) to conform to the baseline JMS and RMS operational parameters (not including County
specific configurations and customizations).
b. The configuration of the JMS workstation application(s) software installed on Application server
to conform to the baseline JMS operational parameters (not including County specific
configurations and customizations).
c. The configuration of the RMS workstation application(s) software installed on Application server
to conform to the baseline RMS operational parameters (not including County specific
configurations and customizations).
d. Baseline Washington State code tables.
e. Baseline WA‐IBR/NIBR code tables.
f. Deployment of a standard JMS workstation installation/distribution set.
g. Deployment of a standard RMS workstation installation/distribution set.
h. Deployment of a standard supporting workstation installation/distribution set as noted in the
project plan.
Responsibilities:
EIS will:
a) Install and test, with the County’s assistance, the licensed JMS and RMS software.
b) Provide the County with the training necessary to prepare County personnel with the ability to
deploy the JMS client software on additional workstations.
c) Provide the County with the training necessary to prepare County personnel with the ability to
deploy the RMS client software on additional workstations.
d) Test the initial operation of the baseline JMS and RMS system and supporting subsystems.
e) Certify that the configuration is complete and ready to use.
f) Provide deployment instructions and data communication settings required to deploy
workstation software.
County will:
a) Perform site and hardware preparation as described and certify that servers are ready to receive
application software.
b) Ensure all County provided hardware meets minimum required specifications.
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c) Ensure all required network protocol connectivity, firewalls and web services required to attach
the JMS and RMS application to the SQL Server database, are provided by the County and
certified as operational prior to on‐site installation by the EIS technicians.
d) Deploy the JMS and RMS software either over the network or with the assistance of EIS staff to
all desired workstations.
e) Review system configuration and report any discrepancies to EIS installation staff within 5 days
of EIS certification.
Completion Criteria:
This task will be completed upon the installation and configuration of an operational JMS and RMS baseline
application software on County provided JMS servers (Production servers) and the delivery of a standard software
workstation deployment set that is acceptable by County as defined in the acceptance plan.
Task INS 3: Install and Configure the JMS Pre‐Booking Application
Objective: Install Pre‐Booking software and provided supporting software required to collect Pre‐Booking
inmate Information via the ASP.MVC based web application, as purchased by the County and specified in the
contract.
Task Description:
EIS will install and test the Pre‐Booking software modules on the County provided equipment at County facility.
The Pre‐Booking application will support the generation of officer‐based booking commitments including inmate
demographic, arrest, charges, property and detainer declarative statement within a browser environment. The
objective of this task is to install, and configure the baseline JMS Pre‐Booking application software, on the
designated County‐provided IIS server as designated in the implementation plan in accordance with the finalized
system configuration. Deliver and test the primary EIS JMS Pre‐Booking software modules on the equipment
installed/provided by the County at County facility.
Task includes:
a. The configuration of the JMS Pre‐Booking web software installed on the designated server to
conform to the baseline JMS Pre‐Booking (not including County specific configurations).
Responsibilities:
EIS will:
a) Install and test, with the County’s assistance, the licensed JMS Pre‐Booking software to a
standard IIS environment provided by the County
b) Test the initial operation of the baseline JMS Pre‐Booking system.
c) Certify that the configuration is complete and ready to use.
County will:
a) Provide a configured instance of IIS on desired server to host the pre‐booking application.
b) Ensure all County provided hardware meets minimum required specifications.
c) Ensure all required network protocol connectivity, firewalls and web services required to attach
the JMS Pre‐Booking application to the SQL Server database are provided by the County and be
operational prior to onsite installation by the EIS technicians.
d) Review system configuration and report any discrepancies to EIS Installation staff within 5 days
of EIS certification.
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Completion Criteria:
This task will be completed upon the installation and configuration of an operational JMS Pre‐Booking baseline
application software on County provided JMS servers (Production IIS servers) as defined in the acceptance plan.
Task INS 4: Install and Configure the JMS Public Web Viewer
Application
Objective: Install Public Web Viewer software to the County provided IIS webserver, as purchased by the
County and specified in the contract.
Task Description:
EIS will install and test the EIS JMS Public Web Viewer software modules on the County provided equipment at
County facility. The JMS Public Web Viewer application will support the publication of an agency defined subset of
jail inmate information, including inmate demographic, arrest and charge data within a browser environment. The
objective of this task is to install and configure the baseline JMS Public Web Viewer application software, on the
designated County‐provided IIS server as designated in the implementation plan in accordance with the finalized
system configuration.
Task includes:
a. The configuration of the JMS Pre‐Booking web software installed on the designated server to
conform to the baseline JMS Pre‐Booking (not including County specific configurations).
Responsibilities:
EIS will:
a) Install and test, with the County’s assistance, the licensed JMS Public Web Viewer software to a
standard IIS environment provided by the County
b) Certify that the configuration is complete and ready to use.
County will:
a) Provide a configured instance of IIS on desired server to host the JMS Public Web Viewer
application (This is a public access application and may require special agency access control
configurations to be provided by the County).
b) Ensure all County provided hardware meets minimum required specifications.
c) Ensure all required network protocol connectivity, firewalls and web services required to attach
the JMS Pre‐Booking application to the SQL Server database are provided by the County and be
operational prior to onsite installation by the EIS technicians.
d) Review system configuration and report any discrepancies to EIS Installation staff within 5 days
of EIS certification.
Completion Criteria:
This task will be completed upon the installation and configuration of an operational JMS Public Web Viewer
baseline application software on County provided JMS servers (Public Access Web Server) as defined in the
acceptance plan.
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Task INS 5: Install M2 Server software
Objective: M2 operates as the internal system message switch and is utilized in support of system
interfaces, including WACIC/NCIC. Install M2 Server software, JMS‐M2 interface and JMS supporting Software
required to connect to the M2 message switch, RMS‐M2 interface and RMS supporting Software required to
connect to the M2 message switch including applicable M2 software licenses, as purchased by the County and
specified in the Contract.
Task Description:
EIS will install and test the primary M2 software modules on the application server equipment installed/provided
by the County at County facility. Task includes the installation of the M2 software to the County provided
application server and configuration to communicate with the JMS and RMS SQL Database.
Responsibilities:
EIS will:
a) Install all M2 software components including applicable documentation (software manuals) as
listed in the contract.
b) Install base M2 software applications and configure to County environment.
c) Configure switch queues and transaction configurations.
d) Test installation of M2 and certify that the M2 subsystem has been successfully installed and
prepared to receive County specific message templates.
County will:
a) Provide appropriate hardware and operating platform to support the M2 application on the
system application server.
b) Be responsible for application for new WACIC mnemonics as required to meet County access
needs.
c) Be available to address an answer questions, modify configurations, and modify security and
permissions if required during the installation.
d) Acknowledge receipt of EIS provided components.
Dependencies:
1. Access to the County provided application server.
Completion Criteria:
This task will be completed M2 software distribution set and third‐party software components as listed in the
contract are installed on the County provided application server and certified as “Ready to Use” by EIS installation
personnel and verified as operational by County as defined in the acceptance plan.
Task INS 6: Install Map Application Services (MAS) Server software
Objective: Map Application Services (MAS) provides the underlying geo‐verification engine within the RMS.
Install MAS Server software as purchased by the County and specified in the Contract.
Task Description:
EIS will install and test the standard release MAS software module on the application server equipment
installed/provided by the County at County facility. Task includes the installation of the MAS software to the
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County provided application server and configuration to communicate with the RMS location verification request.
MAS provides the verification engine only, and does require the deployment of County provided ESRI map data in
compliance with EIS map data specifications.
Responsibilities:
EIS will:
a) Install MAS software components.
b) Configure switch queues and transaction configurations.
c) Load County provided ESRI Map data files (Shape and attribute data) to the MAS service engine.
d) Test installation of MAS application and certify that the MAS subsystem has been successfully
installed, County Map data successfully deployed and that the MAS service is capable of
processing standard location requests.
County will:
a) Provide appropriate hardware and operating platform to support the MAS application on the
system application server.
b) Provide properly formatted and configured ESRI Map data per EIS specifications.
c) Be available to address an answer questions, modify configurations and map data, and modify
security and permissions if required during the installation.
d) Acknowledge receipt of EIS provided components.
Dependencies:
1. Access to the County provided application server.
Completion Criteria:
This task will be completed when the MAS software as listed in the contract are installed on the County provided
application server and certified as “Ready to Use” by EIS installation personnel and verified as operational by
County as defined in the acceptance plan.
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Task INS 7: Conduct RMS Software Configuration Workshop
Objective:
As part of the implementation phase of the project EIS will conduct a configuration administrative workshop with
the County designated system administrative personnel. This workshop may be provided as a multi‐day on‐site set
of meetings, or via remote sessions over multiple sessions – to be determined by the EIS and County project
managers. This workshop provides an overview of the various RMS code tables and the requirements for
gathering the data to build these files. Provide worksheets and review data import options to populate
standardized tables. The session provides an overview of options available to the County for performing County
specific system tailoring and determining operational system parameters.
Task Description:
EIS will meet with County personnel to provide information on the data elements that must be collected by the
County prior to conducting the RMS System Administrator Training. EIS will review with associated County
personnel the configuration options available.
Responsibilities:
EIS will:
a) Provide the EIS standard software implementation workbook.
b) Conduct a functional overview of software functionality.
c) Review with County personnel the specific RMS application functionality and code tables for
which information must be collected to configure the system.
d) Describe/demonstrate certain functionality that can be parameterized to meet the County’s
operations and assist County personnel with making appropriate configuration decisions.
e) Review the ability to populate the system with existing data from either County provided
external data sources or through the data conversion efforts from the historic system.
County will:
a) Assign appropriate County personnel to attend the configuration workshop.
b) Identify the County’s RMS database administrator and assign them to attend the software
configuration workshop.
c) Identify data sources for all system code tables and other County operational parameters.
d) Collect and provide all system table and validation data values, unless specified otherwise by
mutual agreement.
Dependencies:
1. Completion of the system functional review.
2. Deployed RMS software to County production machines.
3. Deployed RMS workstation software to workstations to be utilized by during the review session.
Completion Criteria:
This task is considered complete when EIS has concluded the RMS software configuration workshop and identified
to the County the configurable options for the RMS application.
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Task INS 8: Conduct JMS Software Configuration Workshop
Objective:
Conduct an Installation/Configuration workshop with the County Project Team to install, conduct system
administrator training, configure, and verify the Software components.
Task Description:
Software Configuration and County administrator training is normally conducted in a designated workshop at the
County or through a series of remote workshop sessions. A single workshop is preferred and is normally one week.
The purpose of this workshop is to ensure all systems and components are installed, assist the County with
configuring JMS code tables, and system administrator training to selected County personnel that will
administrator the JMS system. This workshop is not intended for live operation. The identified system
administrators will validate the operation of the system and the initial data conversion.
At the end of this workshop, the key County staff should be familiar with the use and configuration of the system.
Key County staff should be able to complete security setup, table maintenance, and other end‐user configuration
tasks necessary for live operation.
Responsibilities:
EIS will:
a) Ensure all JMS components are installed and functioning properly.
b) Train selected County system administrators and other key staff in the theory, use, and
configuration of the system.
c) Review with County project team the specific JMS application functionality and code tables for
which information must be collected to configure the system and assist the County with
configuration.
d) Assist County with testing and validating data conversion for completeness and accuracy.
e) Provide County with a workshop schedule in advance of the workshop.
County will:
a) Identify JMS system administrators and key project personnel to attend the workshop and insure
their availability.
b) Identify data sources for all system code tables and other County operational parameters.
c) System administrators to become comfortable and familiar with JMS system administration,
table configuration, system security, workflow, and operational principles.
Dependencies:
1. Completion of the system functional review.
2. Deployed JMS software to County production machines.
3. Deployed JMS workstation software to workstations to be utilized by during the review session.
Completion Criteria:
This task is considered complete when EIS has concluded the JMS configuration workshop and identified to the
County the configurable options for the JMS application.
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Task INS 9: RMS Functional Testing
Objective: Perform functional tests of RMS.
Task Description:
Demonstrate the applicable functions and features of RMS as defined in the RMS Acceptance Test Plan.
Responsibilities:
EIS will:
a) Utilize the RMS Acceptance Test Plan as a guideline for all functional tests.
County will:
a) Generate test data files needed for functional testing.
Completion Criteria:
This task is considered complete when RMS has been demonstrated to operate in accordance with the Acceptance
Test Plan and County verifies the testing has successfully passed all the guidelines.
Task INS 10: JMS Functional Testing
Objective: Perform functional tests of JMS.
Task Description:
Demonstrate the applicable functions and features of JMS as defined in the JMS Acceptance Test Plan.
Responsibilities:
EIS will:
a) Utilize the JMS Acceptance Test Plan as a guideline for all functional tests.
County will:
a) Generate test data files needed for functional testing.
Completion Criteria:
This task is considered complete when JMS has been demonstrated to operate in accordance with the Acceptance
Test Plan and County verifies the testing has successfully passed all the guidelines.
Task INS 11: RMS and JMS Subsystem Integration Testing
Objective: Perform integration testing of installed RMS and JMS subsystems and interfaces as indicated in
the implementation plan to be delivered prior to production cutover.
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Task Description:
Review and test (to the extent possible) all internal and external interfaces to ensure that the subsystem operates
as defined in the RMS or JMS standard documents and interface control documents. County staff will conduct the
integration testing of the overall System.
Responsibilities:
EIS will:
a. Certify the interfaces as ready for integration testing.
b. Demonstrate all inter‐system communications between installed subsystems and between external
systems, according to the interface standard documents and interface control documents.
c. Assist the County in testing each interface.
d. Review any discrepancies that are identified by the County.
e. Provide software or document corrections as needed to correct the discrepancies prior to RMS and JMS
Final Certification.
f. Certify RMS and JMS for production operation.
County will:
a. County will provide and verify that all network connections, connection points and access to interface
endpoints are provide and accessible between the EIS interface component and the external system in
accordance with the approved standard document and interface control documents.
b. Identify in writing each discrepancy between subsystem functionality and the RMS standard
documentation and interface control documents.
c. Work with EIS to identify the type of correction needed to ensure that each subsystem conforms to the
RMS standard documents and interface control documents.
Completion Criteria:
This task is considered complete when the internal and external interfaces and other EIS licensed software have
been demonstrated according to the standard RMS and JMS documents and interface control documents.
Any discrepancies discovered following the completion of this task will be corrected prior to RMS and JMS Final
Certification. As a part of this task, EIS will certify RMS and JMS as ready for production operation and verified
operational by County as defined in the Acceptance Test Plan.
Task INS 12: Install and Configure Licensed EIS Software on the
County‐provided Test/Training servers.
Objective: The objective of this task is to install and configure the baseline JMS and RMS application
software and licenses on the designated County provided Test/Training servers as designated in the
implementation plan in accordance with the finalized system configuration. Deliver and test the primary JMS and
RMS software modules on the equipment installed/provided by the County. The test instance(s) will be configured
to provide an independent version of the core JMS and RMS software for test and training purposes. The instance
will be fully isolated from the production environment and will not be able to support extended system functions
and interfaces to 3rd party systems.
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Task Description:
Task includes:
a. Deployment of a standard JMS and RMS server instances.
b. Deployment of a standard supporting workstation installation/distribution set as noted in the
project plan.
Responsibilities:
EIS will:
a) Install and test, with the County’s assistance, the licensed JMS and RMS software to the
designated test/training servers.
b) Provide the County with the training necessary to prepare County personnel with the ability to
deploy the JMS and RMS client software
c) Test the initial operation of the baseline JMS and RMS training Instances.
d) Certify that the configuration is complete and ready to use.
e) Provide deployment instructions and data communication settings required to deploy
workstation software.
County will:
a) Perform site and hardware preparation as described and certify that Test/Training Servers are
ready to receive application software.
b) Ensure all County provided hardware meets minimum required specifications.
c) Ensure all required network protocol connectivity, firewalls and web services required to attach
the RMS and JMS applications to the SQL Server database, are provided by the County and
certified as operational prior to onsite installation by the EIS technicians.
d) Deploy the JMS and RMS software either over the network or with the assistance of EIS staff to
all desired training workstations.
e) Review system configuration and report any discrepancies to EIS Installation staff within 5 days
of EIS certification.
Completion Criteria:
This task will be completed upon the installation and configuration of an operational JMS and RMS baseline
application software on County provided JMS servers (Test/Training servers) and the delivery of a standard
software workstation deployment set that is acceptable by County as defined in the acceptance plan.
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System Preparation
Project Configuration and Development Tasks
Task Dev 1: JMS Software Configuration Specifics
Objective: EIS to provide configuration/modifications to the core JMS product as part of the deployment to
meet County operational objectives.
Task Description:
EIS will provide the following system configuration/customizations to the core JMS product as already discussed
with County. As part of the installation activities, EIS will work with the County to develop a final system
configuration/customization specification. All modifications will be incorporated into the base JMS product.
JMS Configuration Functions:
1. Definition of the County workflow via the module tree presented within the primary
JMS system.
2. Definition of the required/desired intake/booking validation rule indicators provided on
the inmate booking complete screen.
3. Definition of the required/desired release validation rule indicators provided on the
inmate release screen.
4. Configure inmate release dashboard/listing to include the County required release data
clearance elements within the current feature set of the application. Configure release
dashboard to display select subset (up to 8) of validation rule compliance indicator
(Pass/Fail) within the current supported system ability.
5. Configure inmate Booking/Intake dashboard/listing to include the County required
booking validation elements within the current feature set of the application. Configure
Booking dashboard to display select subset (up to 8) of validation rule compliance
indicator (Pass/Fail) within the current supported system ability.
6. Configure property intake receipt supporting capture of electronic signature in
accordance with County defined inmate receipting output.
7. Configure Washing standard sentence calculation parameters in accordance with WA
statutory guidelines. Configure and deploy initial sentence calculation tool within the
sentence screen. Calculation will include sentence parameters associated with the
charge and apply the good time and other standard calculated values in accordance with
State of Washington Standards.
8. Deploy bail statement report to reflect County’s bail grouping and value calculation
protocol.
9. Configure specific data fields within the charge screen to capture and track County
billing information on a per charge basis.
10. Configure inmate classification questionnaires and risk assessment responses within the
current configuration options.
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JMS Customization Tasks:
11. Provide up to 10 customized SSRS reports within the JMS.
12. Provide a Kitsap County specific Billing report, to include the agency specific custody
billing parameters including daily rate and daily rate assignment defined by the County.
Responsibilities:
EIS will:
a. Provide the above configuration changes.
County will:
a. Review and accept above listed configuration/development changes.
b. Provide clear and concise configuration directives to EIS Project manager.
c. Identify in writing each discrepancy between subsystem functionality and the provided EIS
configuration/programming documentation.
Dependencies:
1. County acceptance of EIS provided configuration/development changes.
Completion Criteria:
This task is considered complete when the JMS configuration and development enhancements have been
deployed to the County production instance of the JMS and accepted by the County.
Task Dev 2: RMS Configuration Specifics
Objective: EIS to provide configuration/modifications to the core RMS product as part of the deployment to
meet County operational objectives.
Task Description:
EIS will provide the following system configuration/customizations to the core RMS product as already discussed
with County. As part of the installation activities, EIS will work with the County to develop a final system
configuration/customization specification. All modifications will be incorporated into the base RMS product.
RMS Configuration Functions:
1. Definition and configuration of the County RMS workflow within the primary RMS
system.
2. Configure the RMS report workflow to preserve the supervisory annotated review PDF
through the review and approval process so that the annotated copy can be viewed
by subsequent supervisors. The software will remove the annotated copy in the
report approval function.
3. Configure State reporting segment to support WA‐IBRS data collection and validation.
4. Provide County specific weapons permit ID Card format designed supporting the
aspect ratio required by County provided ID card printer.
RMS Customization Tasks:
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5. Provide up to 10 customized SSRS reports within the RMS.
EIS will:
a. Provide the above configuration changes.
County will:
a. Review and accept above listed configuration/development changes.
b. Provide clear and concise configuration directives to EIS Project manager.
c. Identify in writing each discrepancy between subsystem functionality and the provided EIS
configuration/programming documentation.
Dependencies:
1. County acceptance of EIS provided configuration/development changes.
Completion Criteria:
This task is considered complete when the RMS configuration and development enhancements have been
deployed to the County production instance of the RMS and accepted by the County.
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Interface Tasks
All system interfaces will be developed and deployed in accordance with the EIS interface specifications accepted
by the County. Once accepted, the development interface specification will be the final document and be
incorporated into the contract forthwith. All interfaces are subject to dependencies and are partially reliant on
factors beyond the control of EIS. As such, the deliverable items related to all interfaces are directly dependent on
the availability of external resources (connections to foreign systems, data, and other external components). EIS
interface will be installed; however, EIS has no control over other vendors and their timeline/ability to bring their
side of the interface operational. Delays related to the required dependencies are not the responsibility of EIS.
All interfaces with other products will be completed as quickly as possible, however without the cooperation of the
third‐party software vendors, implementation could be delayed. This would not be the responsibility of EIS and
outside the scope of the SOW.
In the event current vendors change between execution of the contract to implementation phase, a change order
will be required for the new interface. While EIS will attempt to use existing interfaces for new requirements, if
possible, EIS reserves the right to require additional cost for interface changes post contract
EIS will develop the following agreed upon interfaces as part of this project. The responsibilities for
each interface incorporate the following supporting activities from each party:
General Responsibilities
EIS:
a) Develop interface development specification detailing interface for County Acceptance.
b) Develop software service/application that functions in accordance with the Interface
Development Specification.
c) Certify to the County that the interface is ready for integration testing.
d) Assist the County in testing the vendor interface.
e) Review any discrepancies that are identified by the County.
f) Provide software or documentation corrections as needed to correct the discrepancies prior to
EIS Final Certification.
g) Certify EIS delivered interface for production operation.
County:
a) Provide, on request, currently existing information, record layouts and documents necessary to
establish interfaces with all local and remote systems and facilities at least ninety (90) days prior
to interface installation.
b) Review and accept the EIS provided interface programming specification in accordance with
contract specifications.
c) Assume responsibility for any modifications or additions to any existing or non‐EIS supplied
systems required to enable them to support the interfaces, as defined in the Functional System
Description, Change List, and interface control documents.
d) Provide and install all communications lines and equipment according to the contract
documents.
e) Provide all required liaison support with the vendors/agencies and EIS project management
required to support the interfaces.
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f) Ensure that necessary certifications, approvals and other related issues will be completed by the
County at least ninety (90) calendar days prior to scheduled interface work.
g) Ensure that the necessary technical support is made available for installation, testing and
demonstration of the interfaces.
h) Conduct test procedures and verify all inter‐system communications between installed EIS
systems and non‐EIS systems to ensure conformance with the approved standard document and
interface control documents.
i) Identify in writing each discrepancy between subsystem functionality and the provided EIS
interface documentation and interface control documents.
j) Work with EIS to identify the type of correction needed to ensure that each subsystem conforms
to the EIS standard documents and interface control documents.
Task Inter 1: JMS to Livescan Interface Export
Objective: Implement an export of JMS inmate data from the JMS to the Crossmatch Livescan device
housed in the jail booking/intake area. Provide a one‐way data transfer of inmate demographic,
arrest and charge data, and booking photos from the JMS to the County’s existing Crossmatch
Livescan system. Interface will be provided for the adult jail.
Task Description:
The County is seeking to minimize duplication of data entry into the JMS across multiple systems. The interface
provides a uni‐directional push of inmate demographic and arrest data to the Livescan system.
EIS has proposed to deploy the existing EIS JMS/Crossmatch Export interface that has been quoted for this project.
That interface will be implemented for this project. In the event that changes are required to that interface a
change order and possible fee will be included to cover the change to the proposed interface.
Please note that it is the County’s responsibility to coordinate/contract with Livescan vendor to ensure that the
interface service is available and ready for use. All costs (if any) associated with the provision of the interface from
the Livescan vendor (Crossmatch) will be the sole responsibility of the County. An EIS development specification
detailing the interface will be provided to the County for acceptance prior to the deployment of the EIS interface
component.
Responsibilities
EIS:
a) Deploy the EIS JMS/Livescan interface.
b) Assist the County in testing the Livescan interface.
Dependencies:
1. County acceptance of EIS provided interface programming specification.
2. Network Access to the required transaction point on the County Network.
Completion Criteria:
This task is complete when the system interface is functioning as described above and accepted by County in
accordance with the system acceptance test.
Note: EIS will not sub‐contract development work on behalf of Livescan.
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Task Inter 2: RMS CHL to Livescan Interface Export
Objective: Installation of an Interface between Livescan and the EIS RMS CHL module. Provide a data transfer
export of applicant demographic and descriptive data from the RMS CHL module to the County’s existing Livescan
system.
Task Description:
The County is seeking to minimize duplication of data entry into the RMS across multiple systems. The interface is
a one‐way push of applicant demographic and descriptive data from RMS CHL module to the existing CrossMatch
Livescan system. The Livescan system will then hold the data until the fingerprints have been captured for the
applicant.
EIS has proposed to deploy the existing EIS JMS/Crossmatch Export interface that has been quoted for this project.
That interface will be implemented for this project. In the event that changes are required to that interface a
change order and possible fee will be included to cover the change to the proposed interface.
Please note that it is the County’s responsibility to coordinate/contract with Livescan to ensure that the interface
service is available and ready for use. All costs (if any) associated with the provision of the interface from Livescan
will be the sole responsibility of the County. An EIS development specification detailing the interface will be
provided to the County for acceptance prior to the deployment of the EIS interface component.
EIS:
a) Deploy the EIS RMS CHL/Livescan interface.
b) Assist the County in testing the Livescan interface.
Dependencies:
1. Network Access to the required transaction point on the County Network.
Completion Criteria:
This task is complete when the system interface is functioning as described above and accepted by the County in
accordance with the system acceptance test.
Note: EIS will not sub‐contract development work on behalf of Crossmatch or other Livescan provider.
Task Inter 3: JMS to Telmate (Inmate Telephone) Interface
Objective: Provide a scheduled data transfer export package to Inmate phone system that includes the
demographic and housing location information for all inmates currently active within the County
jail.
Task Description:
County is seeking to minimize duplication of data entry into the JMS across multiple systems. The interface is a
one‐way push of inmate and inmate housing location data to the Inmate phone system. The exported JMS data
will be utilized by Telmate for the purpose of managing inmate telephone accounts within the jail.
The data export package will be formatted to conform to the existing data export standards currently utilized
between EIS and the Telmate Inmate phone system. The interface can be set to operate on a County defined
interval during installation. EIS will receive no acknowledgement returned from the Inmate phone system as part
of this transaction. An EIS development specification detailing the interface will be provided to the County for
acceptance prior to the deployment of the EIS interface component.
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EIS has proposed to deploy the existing EIS JMS/telemat Export interface that has been quoted for this project.
That interface will be implemented for this project. In the event that changes are required to that interface a
change order and possible fee will be included to cover the change to the proposed interface.
Please note that it is the County’s responsibility to coordinate/contract with Inmate phone system vendor to
ensure that the interface service is available and ready for use. All costs (if any) associated with the provision of
the interface from Inmate phone system vendor will be the sole responsibility of the County.
Dependencies:
1. County acceptance of EIS provided interface programming specification.
2. Current Interface specification reflecting expected data format and transaction control protocol from the
Inmate phone system vendor.
3. Network Access to the required transaction/interchange point via the County Network.
Completion Criteria:
This task is considered complete when the system interface can extract the inmate data as designated in the
development specification and writing the properly formatted export data to the designated transaction FTP
location.
EIS will not sub‐contract development work on behalf of the Inmate phone system vendor.
Task Inter 4: JMS to Keefe Commissary Interface
Objective: Provide a scheduled data transfer export package to the existing Keefe commissary system that
includes the demographic, housing location and LOP (Loss of Privilege) indicator for all inmates currently active
within the County jail.
Task Description:
Keefe is the current inmate commissary and inmate accounting vendor, and the County is seeking to minimize
duplication of data entry into the JMS across multiple systems by having data entered into the JMS transferred to
the Keefe system. The interface is a one‐way push of inmate and inmate housing location data to the Keefe
system.
The data export package will be formatted to conform to the data export standards currently provided by EIS
related to Keefe. The interface can be set to operate on County defined interval during installation or on a
specified triggering event. EIS will receive no acknowledgement returned from Keefe as part of this transaction.
An EIS development specification detailing the interface will be provided to the County for acceptance prior to the
deployment of the EIS interface component.
EIS has proposed to deploy the existing EIS JMS/keefe Export interface that has been quoted for this project. That
interface will be implemented for this project. In the event that changes are required to that interface a change
order and possible fee will be included to cover the change to the proposed interface.
Please note that it is the County’s responsibility to coordinate/contract with Keefe to ensure that the interface
service is available and ready for use. All costs (if any) associated with the provision of the interface from Keefe
will be the sole responsibility of the County
EIS will:
a) Deploy existing Keefe export interface.
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County will:
a) Coordinate installation with Keefe representative.
b) Manage responsibilities as enumerated in the general “Interface Task” section of the SOW.
c) Ensure interface dependencies have been addressed.
.
Dependencies:
1. County acceptance of EIS provided interface programming specification.
2. Current Interface specification detailing the existing EIS‐ commissary interface.
3. Network Access to the required transaction/interchange point via the County Network.
Completion Criteria:
This task is considered complete when the system interface can extract the inmate data as designated in the
development specification and writing the properly formatted export data to the designated transaction point via
the County network.
Note: EIS will not sub‐contract development work on behalf of Commissary.
Task Inter 5: JMS to APPRISS (VINE) Interface
Objective: Appriss provides a one‐way extraction of jail data directly from the active EIS JMS database via a
direct connection to production database or via managed database view. No interface activity required by EIS.
Task Description:
None.
Additional Responsibilities:
EIS will:
a) None
County will:
a) Coordinate installation with Appriss representative.
b) Manage responsibilities as enumerated in the general “Interface Task” section of the SOW.
c) Ensure interface dependencies have been addressed.
Dependencies:
1. Network Access to the EIS JMS database (ODBC) for the Appriss provided extraction service via the County
Network.
Completion Criteria:
No work is performed by EIS as part of this interface. All processes and interface software is provided directly from
Appriss. Interface will be formally acknowledged as complete by County in accordance with the system
acceptance test.
Task Inter 6: JMS to NaphCare Interface
Objective: Provide a data transfer export package to the NaphCare system that includes the demographic,
housing location and relevant inmate information for each active inmate active in the jail at the transaction.
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Task Description:
NaphCare is the current inmate medical provider (System) within the County jail. The interface is intended to
provide a subset of inmate data entered into the JMS to the NaphCare system. The interface is a one‐way push of
inmate (to include the inmate’s frontal facial image file) and inmate housing location data to the NaphCare
system. The interface is intended to update the NaphCare system when the inmate is activated within the JMS,
when a housing location change occurs and when the inmate is released from custody. There is no HIPPA data
exchanged.
EIS has proposed to deploy the existing EIS JMS/Naphacare Export interface that has been quoted for this project.
That interface will be implemented for this project. In the event that changes are required to that interface a
change order and possible fee will be included to cover the change to the proposed interface.
An EIS development specification detailing the interface will be provided to the County for acceptance prior to the
commencement of interface programming.
Please note that the initial interface scope has been derived from information provided by the County during
requirement statements contained in the original RFP. It is the County’s responsibility to coordinate/contract with
NaphCare to ensure that the interface service is available and ready for use. All costs (if any) associated with the
provision of the interface from NaphCare will be the sole responsibility of the County.
EIS will:
a) Deploy NaphCare export interface.
County will:
a) Coordinate installation with NaphCare representative.
b) Manage responsibilities as enumerated in the general “Interface Task” section of the SOW.
c) Ensure interface dependencies have been addressed.
Dependencies:
1. County acceptance of EIS provided interface programming specification.
2. Current Interface specification reflecting expected data format and transaction control protocol from
County for NaphCare interface.
3. Network Access to the required transaction/interchange point via the County’s Network.
Completion Criteria:
This task is considered complete when the system interface is capable of extracting the inmate data as designated
in the development specification and writing the properly formatted export data to the designated transaction
point via the County network or service entry point defined in the interface specification.
Interface will be formally acknowledged as complete by County in accordance with the system acceptance test.
Note: EIS will not sub‐contract development work on behalf of NaphCare.
Task Inter 7: JMS SSA information Export
Objective: Provide JMS standard export function designed to generate a properly formatted SSA data
package containing inmates incarcerated within the jail during the user specified data range.
Task Description:
EIS will deploy the standard SSA export function accessible within the JMS management utilities.
EIS will:
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a) Standard SSA report export to local file.
County will:
a) None
Dependencies:
1. County acceptance of EIS provided interface/export specification.
Completion Criteria:
This task is considered complete when the system export process is capable of extracting the JMS current inmate
custody information based on the user provided date range criteria from the JMS, prepare a properly formatted
data file in accordance with the file specification and successfully write the data file to a local hard drive.
Task Inter 8: Northpointe JMS Interface
Objective: Provide a bi‐directional interface between the JMS and the Northpointe Compass inmate’s
classification system. The interface will pass specific inmate data to the Northpointe classification system and
receive from Northpointe the inmate’s classification.
Task Description:
Northpointe is the current inmate classifications system utilized by the jail. The purpose of the interface is to
provide a defined set of inmate data to Northpointe to commence the classification activity so as to alleviate the
duplicate entry of inmate data into the Northpointe system, and to receive the classification information from
Northpointe upon conclusion of the classification activity.
EIS has proposed to deploy the existing EIS JMS/Northpoint Export interface that has been quoted for this project.
That interface will be implemented for this project. In the event that changes are required to that interface a
change order and possible fee will be included to cover the change to the proposed interface.
Dependencies:
1. County acceptance of EIS provided interface programming specification.
2. Current Interface specification reflecting expected data format and transaction control protocol from
County or Northpointe related to the Compass version of Northpointe.
3. Network Access to the required transaction/interchange point via the County Network.
Completion Criteria:
This task is considered complete when the system interface is capable calling the Northpointe application from
within the JMS, and the posting to the inmate’s classification record the results returned from Northpointe.
Interface will be formally acknowledged as complete by County in accordance with the system acceptance test.
Note: EIS will not sub‐contract development work on behalf of Northpointe.
Task Inter 9: RMS Import Interface of CAD (CFS) Data From Hexagon
Objective: EIS will develop a data import processor that will monitor a file location for properly formatted
XML data files provided by Hexagon via the Hexagon CADLink service/application, and import the
data into the EIS CFS (Calls For Service Module) for storage. The EIS RMS entry program will be
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configured to pull CAD data from the RMS CFS module as a data entry “Import” option when
users are entering a new report into the RMS.
Task Description:
The objective of the interface is to import a subset of CAD event information created within the Hexagon
Dispatching solution into the Kitsap County RMS system to provide 1) the ability for users authoring
reports to import the CAD data into the report as part of initial report data entry, and 2) maintain a copy
of the basic CAD event data within the RMS CFS module for agency access through the RMS inquiry and
reporting tools.
EIS will develop a data import processor that will monitor a commonly accessible shared directory (or
other agreed upon file share location) on the County’s network for a properly formatted and named XML
data file provided by the Hexagon CADLink export service. When the EIS import process identifies a data
file, the process will open the data file, extract the portions of data suitable for import into the RMS CFS
data tables and insert the CAD event information into the production EIS CFS data tables. The processor
will evaluate the imported data to determine the following processing directives:
1. The CFS data represents a new CAD event, determined by the unique CAD event # assigned
by Hexagon, and will create a new event record in the EIS RMS CFS data table(s).
2. The CFS data represents and update to an existing CFS record in the EIS RMS CFS data tables,
and will update the existing CFS data contained in the RMS.
Upon completion of a successful import, the EIS data import processor will remove the xml data file from
the process directory. The import processor will import data contained within the Hexagon CADLink XML
files as presented, and will not modify, translate or alter the provided values, unless a data type
conversion is required to confirm to the EIS RMS CFS standards. The EIS processor will only import CAD
data provided by Hexagon that has a direct one‐to‐one mapping to data fields contained in the EIS RMS
CFS data structures. Data received from Hexagon that is inconsistent with RMS CFS data structures will be
omitted from import. EIS makes no guarantee that the entire set of data provided would be available
within the CFS data structures.
Please note that it is the County’s responsibility to coordinate/contract with Hexagon to ensure that the
CADLink interface service is available and ready for use. All costs (if any) associated with the provision of
the interface from Hexagon will be the sole responsibility of the County. A development specification will
be prepared and submitted to the County for approval prior to commencing development work on the
interface. The development specification will be based on a detailed analysis of the data provided by
Hexagon and will define the interface processing directives to be incorporated in the final interface
deliverable. The development specification may deviate from the descriptions and representations
defined in this Statement of Work interface deliverable. Once approved by the County the EIS
development specification will constitute the contract deliverable. If Hexagon or any third party modifies
the data schema, exchange locations, or data values defined and accepted in the development
specification, EIS bears no responsibility related to the impact on the proposed interface.
Additional Responsibilities:
County will:
a. Provide, on request, currently existing Information, record layouts, sample CAD data files and
documents necessary to establish interfaces with all local and remote systems and facilities at least
ninety (90) days prior to interface installation.
b. Review and approve the EIS interface development specification.
c. Contract with Hexagon or other 3rd party for the CAD export portion of the interface.
d. Ensure a sufficient OLEDB connection and access permissions are available to the EIS process to
maintain a connection to the remote Intergraph database.
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Dependencies:
1. County acceptance of EIS provided interface programming specification.
2. Provision of properly formatted XML CAD data from the Hexagon Dispatching system to the CAD data
share point.
3. Network Access to the required CAD data share point via the County Network.
Completion Criteria:
This task is considered complete when the EIS developed process is capable of loading the available CAD event
data from the formal Hexagon provided XML data file into the to the RMS CFS module, as defined in the county
approved development specification and acceptance plan. Interface will be formally acknowledged as complete by
County in accordance with the system acceptance test.
Task Inter 9a: RMS Inquiry Interface
Objective: Provide existing EIS RMS query service API to provide a controlled mechanism supporting RMS
index inquiry capabilities from external applications. The API component provides a standardized
web service interface supporting remote inquiry into the RMS specifically supporting general
index queries of names, vehicles, articles and firearms via mobile systems, computer aided
dispatch systems and various other user facing systems.
Task Description:
EIS will publish the existing RMS inquiry API currently utilized to query the RMS master indexes for names, vehicles,
articles and firearms information contained within the RMS/JMS. The RMS inquiry service is constructed to
support a standardized web service method via Microsoft IIS server using TCP/IP protocol using web services
interoperability (WSI) basic profile protocol for the purpose of receiving inquiry requests from external systems.
Users will enter person, vehicle, firearm or article information such as license plates, VIN, names into the third
party system (Hexagon CAD) which will be used by the 3rd party vendor to formulate a structured query request
submitted to the EIS API web service based on the appropriate item type. The EIS interface will process the query
and return a summary text response to the requesting application via the web service method return value. The
return can be processed as needed by the requesting system and/or displayed directly to the user by the third
party.
The API supports 4 query entity types, including;
Person Query
Vehicle Query
Firearms Query
Article Query
Each query entity type contains a specific set of query values that can be included in the query request from the
initiation application.
On receipt of a properly formatted entity inquiry request the service will perform a database search of the RMS
Master Indexes’ based on the requested entity type (Name, vehicle, property) and using the search parameters
provided within the initiating query request. The RMS API service returns summary information related to the
queried data in a text based fashion 80 characters wide, and included general descriptive data, known alerts and a
summary listing of agency involvement. Data returns are generated and provided to the requesting application as
structured text data return, not as a structured data collection, similar in presentation to a standard WACIC/NLETS
return.
Please note that the proposed interface is an existing API program currently in operation at other EIS sites. The
calling applications will need to conform to the published interface specifications as provided by EIS and associated
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with the development specification. All costs (if any) associated with the provision of the interface from Hexagon
will be the sole responsibility of the County.
Additional Responsibilities:
County will:
a. Provide, on request, currently existing Information, record layouts, sample CAD database files and
documents necessary to establish interfaces with all local and remote systems and facilities at least
ninety (90) days prior to interface installation.
Dependencies:
1. County acceptance of EIS provided interface programming specification.
2. Network Access to the web service endpoint accessible to the remote (calling) application/service.
Completion Criteria:
This task is considered complete when the EIS RMS inquiry API has been deployed to the County provided hosting
server and is available to receive properly formatted query requests and return a data response from the RMS
master index dataset.
Task Inter 10: LinX Export
Objective: Provide access to data contained within the RMS to the Northrop‐Grumman LinX system.
Task Description: In the current implementation, LinX directly extracts data from the EIS RMS via an OLEDB
connection from a LinX provided interface service. It is the anticipation of EIS that the existing interface would be
employed by LinX and would be structured as a uni‐lateral interface provided by Northrup‐Grumman. As such no
specific deliverable task is required by EIS to support the LinX extraction. No specific software deliverables or work
product proposed to be provided by EIS.
Dependencies:
1. Network Access to the required transaction/interchange point via the County Network for LinX process.
2. Database access permissions for LinX Process.
Completion Criteria:
None.
Task Inter 11: WACIC Interface MKE’s
Objective: Provide WACIC/NCIC software adapter within the M2 data switch and supporting a defined set of
message keys (MKE’s), used for specified transactions associated with WACIC through the State of Washington’s
data switch. EIS will add the defined set of message keys to the WACIC interface process and provide data masks
within the RMS and JMS client so supported the related transactions. EIS will provide the existing EIS RMS/JMS
WACIC functions.
Provided message keys will be associated with entity records contained within the related system, and include a
defined sub‐set of WACIC transactions. Keys will be embedded within the entity forms (Persons, vehicles and
property) and provide return routing to the initiating user.
Task Description:
EIS will provide the following existing message keys, additional message keys are available for purchase.
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1. The following WACIC Message Keys will be supported within the RMS interface (P? designation
indicates target deliverable phase):
a. Inquiry
i. QA – Stolen Article
ii. QH ‐ Criminal History record
iii. QG – Stolen Gun
iv. QR – Criminal History by SID/FBI#
v. QW ‐ WACIC/NICIC Persons file plus WA DOL check
vi. QV – Stolen Vehicle
vii. QB – Query Boat
viii. QWH ‐ Criminal History plus WACIC/NCIC person files
ix. DW ‐ WACIC/NICIC Persons file plus WA DOL check
x. RV– WA Stolen Vehicle/Plate plus Registration
xi. DNQ – Query Out of State driver license
xii. QWH ‐ Criminal History plus WACIC/NCIC person files
xiii. RV– DOL VIN/License Inq.
xiv. DNQ – Query Out of State driver license
xv. F/FN/FP ‐ Weapon/Concealed Pistol License file checks
xvi. ‐ F ‐ DOL Gun Reg
xvii. ‐ FN ‐ DOL Gun Reg
xviii. ‐ FP ‐ DOL Gun Reg
xix. QPO – Query Protective Order
xx. D – Driver Inquiry
xxi. DQG – Regional Drivers Query
xxii. QWS – Query Wanted State
xxiii. QI – Criminal History Inquiry
xxiv. DQ ‐ Driver’s license query.
b. Entry
i. EAS – Stolen Article
ii. EBS ‐ Stolen Boat
iii. EGS – Stolen Gun
iv. EME – Missing Person Endangered
a. Req Supp Data entry – 4 (SMT, AKA, OLN, SOC)
v. EPO – Protection Orders –
a. Req Supp Data entry – 4 (SMT, AKA, OLN, SOC)
vi. EVS – Stolen Vehicle
vii. EWF – Wanted Person Felon
a. Req Supp Data entry ‐ 4 (SMT, AKA, OLN, SOC)
viii. EA / EASN – Enter Stolen Article (Sup to EAS Already Inc.)
ix. EMD ‐ Enter Missing Person Disabled
x. EMDC – Enter Missing Disable Caution
xi. EMEC ‐ Enter Missing endangered Caution
xii. EMJC ‐ Enter Missing Juvenile Caution
xiii. EMO ‐ Enter Missing Other
xiv. EMOC ‐ Enter Missing Other Caution
xv. EDP – Add State Index NCIS
xvi. DW ‐ Enter Detainer Warrant
xvii. SPO – Notice of Service Protection Order
c. Multi‐Use (Free Form)
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a. WACIC Pass‐through Free form general Key – P1
d. MODIFY
a. None Currently Included
e. LOCATE:
a. None Currently Included
f. CLEAR
a. Per entry key collection specified above
g. CANCEL
a. Per entry key collection specified above
h. SERVE
a. None Currently Included
Additional Task Responsibilities:
EIS will:
a) Review and define supported message keys with County.
b) Configure M2 with WACIC /NCIC/NLETS forms to support the message formats required by
WACIC, and to extract designated associated record data from the RMS and JMS.
c) Configure the M2 switch with appropriate routing Information.
d) EIS will ensure EIS employees, and subcontractors comply with the agency security and access
requirements as identified in the master contract.
County will:
a) Provide the definitive listing of message keys required.
b) Request the required mnemonics from the state.
c) Agency will adhere to appropriate CJIS security at location that will utilize the WACIC features.
d) Agency to provide dedicated WACIC connection will be provided for RMS and JMS traffic,
separate from CAD.
Dependencies:
1. County acceptance of EIS provided interface programming specification.
2. County has provided appropriate mnemonics from the state.
3. County adheres to appropriate CJIS security at location that will utilize the WACIC features.
4. Dedicated WACIC connection is provided for RMS and JMS traffic.
5. Deployment of RMS supporting M2 adapter to the exiting County M2 data switch.
6. Deployment of JMS supporting M2 adapter to the exiting County M2 data switch.
7. Installation and configuration of the M2 WACIC adapter.
Completion Criteria:
This task is complete when the system interface is capable of;
a) Extracting the inmate data as designated in the development specification, and displaying the data within
the formatted message key forms.
b) Processing the query request through the M2 data switch and successfully transmitting to WACIC.
c) Receiving the data returns from WACIC and routing to the requesting user’s message queue and
activating the message queue indicator within the RMS.
d) Displaying the textural return to the user on request within the RMS environment.
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Interface will be formally acknowledged as complete by County in accordance with the system acceptance test.
Task Inter 12: RMS Subsystem Interfaces –RMS Import from SECTOR
Accident
Objective: Provide an automated, electronic import of accident information provided from the State of
Washington SECTOR Electronic Accident reporting system being utilized by County law
enforcement agencies. Tasks include the development, installation and testing of SECTOR ‐RMS
accident import Interface.
Task Description:
EIS will deploy the existing EIS SECTOR Import Process
Assumptions:
The State will provide the SECTOR crash data to the County as a standardized, formatted extract.
The SECTOR Crash data will include a PDF document of the crash report.
The information imported into the RMS is for indexing and involvement purposes only, as the agency will utilize
SECTOR as the primary source of data for accident reports.
No data editing will occur on the local RMS related to the accident report, any modifications to the report will need
to be performed directly in SECTOR.
The data for each law enforcement agency within the regional system will be provided by SECTOR to include a
clearly identifiable agency identifier.
Responsibilities:
EIS will:
a) Certify EIS delivered interface for production operation.
County will:
a) Assume responsibility for any modifications or additions to any existing or non‐EIS supplied
systems required to enable them to support the interfaces, as defined in the Functional System
Description, Change List and interface control documents.
b) Provide and install all communications lines and equipment according to the contract
documents.
c) Provide all required liaison support with the vendors/agencies and EIS project management
required to support the interfaces.
d) Ensure that necessary certifications, approvals and other related issues will be completed by the
County at least ninety (90) calendar days prior to scheduled interface work.
e) Ensure that the necessary technical support is made available for installation, testing and
demonstration of the interfaces.
f) Conduct test procedures and verify all inter‐system communications between the interface
process and SECTOR conforms with the approved standard document and interface control
documents.
g) Identify in writing each discrepancy between subsystem functionality and the provided EIS
interface documentation and interface control documents.
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h) Work with EIS to identify the type of correction needed to ensure that each subsystem conforms
to the EIS standard documents and interface control documents.
Completion Criteria:
This task is considered complete when the system interface is capable of extracting the defined accident report
information from the SECTOR data package, uploading the data to the RMS accident management module and
updating the related Master Name Index (MNI) and Master Vehicle Index (MVI) in accordance with the
development specification provided by EIS. Interface to be unit tested and verified to be operational by the
County as defined in the acceptance plan.
Note: EIS will write to an existing published interface provided from SECTOR for the purpose of this interface. EIS
will not contract development work with SECTOR.
Task Inter 13: RMS Subsystem Interfaces –RMS Import from SECTOR
Citation
Objective: Provide an automated, electronic import of citation information provided from the SECTOR
citation reporting system being utilized by the County law enforcement agencies. Tasks include
the development, installation and testing of SECTOR ‐RMS citation import Interface.
Task Description:
EIS will deploy the existing SECTOR interface.
Assumptions:
The State will provide the SECTOR citation data to the County as a standardized, formatted extract.
The SECTOR Citation data may include a PDF document of the citation report.
The information imported into the RMS is for indexing and involvement purposes only, as the agency will utilize
SECTOR as the primary source of data for citation reports.
The data for each law enforcement agency within the regional system will be provided by SECTOR to include a
clearly identifiable agency identifier.
Responsibilities:
EIS will:
a) Certify EIS delivered interface for production operation.
County will:
a) Provide, on request, currently existing information, record layouts and documents necessary to
establish interfaces with all local and remote systems and facilities at least ninety (90) days prior
to interface installation.
b) Assume responsibility for any modifications or additions to any existing or non‐EIS supplied
systems required to enable them to support the interfaces, as defined in the Functional System
Description, Change List and interface control documents.
c) Provide and install all communications lines and equipment according to the contract
documents.
d) Provide all required liaison support with the vendors/agencies and EIS project management
required to support the interfaces.
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e) Ensure that necessary certifications, approvals and other related issues will be completed by the
County at least ninety (90) calendar days prior to scheduled interface work.
f) Ensure that the necessary technical support is made available for installation, testing and
demonstration of the interfaces.
g) Conduct test procedures and verify all inter‐system communications between the interface
process and SECTOR conforms with the approved standard document and interface control
documents.
h) Identify in writing each discrepancy between subsystem functionality and the provided EIS
interface documentation and interface control documents.
i) Work with EIS to identify the type of correction needed to ensure that each subsystem conforms
to the EIS standard documents and interface control documents.
Completion Criteria:
This task is considered complete when the system interface is capable of extracting the defined citation report
information from the SECTOR data package, uploading the data to the RMS citation management module and
updating the related Master Name Index (MNI) and Master Vehicle Index (MVI) in accordance with the
development specification provided by EIS. Interface to be unit tested and verified to be operational by the
County as defined in the acceptance plan.
Note: EIS will write to an existing published interface provided from SECTOR for the purpose of this interface. EIS
will not contract development work with SECTOR.
Task Inter 14: DL Data Scan to RMS/JMS Names
Objective: Provides data entry capability into the designated JMS and RMS names screen from data
encoded into the designated Driver’s License credential eliminating the need for the users to perform manual data
entry into JMS data screens associated with persons.
Task Description:
In the JMS EIS to deploy the EIS Text to Data Engine and five (5) processing templates, including:
a. State of Oregon Driver’s License data map
b. State of Washington Driver’s License data map
c. State of California Driver’s License data map
d. State of Idaho Driver’s License data map
e. Federal Military ID data map
Data Screens in JMS supported include:
a. Inmate Identification Form
b. Professional Visitors Form
c. Inmate Contact form
d. Visitors Form
In the RMS EIS to deploy the EIS Text to Data Engine and five (5) state DL processing templates, including:
a. State of Oregon Driver’s License data map
b. State of Washington Driver’s License data map
c. State of California Driver’s License data map
d. State of Idaho Driver’s License data map
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e. Federal Military ID data map
Data Screens supported include:
a. Incident Names
b. FI Names
c. CHL Names Form
d. Registrants Names Form
e. Criminal Offenders Names Form
NOTE: TEXT TO DATA ENGINE & DL CREDENTIAL MAPPING TEMPLATES
The engine is used to convert serial text to data elements that can be users within the EIS applications to reduce or eliminate
manual data entry. The Text to Data engine will accept data from scannable credentials (e.g. Drivers Licenses) and create a
parsed data collection with the ability to map the individual data items to data entry fields presented on selected JMS and RMS
person screens. A detailed specification will be prepared on the details of this feature. However, only data present in the
encoded ID card and/or return data is an option for parsing and screen population.
The DL credential to data capability is intended to reduce or eliminate direct data entry whenever a scannable credential is
available, such as a state driver’s license. The EIS software in conjunction with an appropriate scanning device (bar code or
magnetic stripe) is capable of translating data encoded within the credential, and populating data screens within the JMS using
the received information. Credential encoded data formats are typically unique and will require specific interface mapping
templates for each credential. The mapping templates process the incoming encoded data and populate the designated data
fields within the EIS applications.
EIS will:
a) Deploy the licensed EIS Text to Data engine.
b) Prepare data mapping templates for the referenced credentials.
County will:
a) Provide supported scan hardware devices to the designated workstations.
b) Manage responsibilities as enumerated in the general “Interface Task” section of the SOW.
c) Ensure interface dependencies have been addressed.
Dependencies:
1. Provision and configuration of EIS Supported USB scan devices.
Completion Criteria:
This task is considered complete when on an enabled data screen, the user can successfully scan any one of the
referenced credentials and have the related person information appear in the application form fields.
Task Inter 15: RMS Export to EvidenceOnQ (FileOnQ)
Objective: Provides an export of select property data from the RMS to provide property data to the
agencies 3rd party property and evidence management system (EvidenceOnQ).
Task Description:
EIS will develop an uni‐directional export process to extract select property data records entered into the RMS
Incident reporting module, prepare a structed data package capable of supporting multiple property items, and
write/push the data package to a commonly defined exchange point (e.g. file share, web service, etc…To be
determined) on the execution of property “Submission” function within the RMS. The process will not receive a
data return or acknowledgement from the FileOnQ application.
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The process will operate as follows. All property related to an incident report will be added to the incident case
reporting system as part of either a primary or supplemental case report. Each property record will be defined
with a case involvement code that defines the property item’s relationship to the report, and these relationships
are used to determine if the property item is reasonably within the possession of the officer/agency. The EIS
property record will automatically assign a bar code to each property item entered (FileOnQ may opt to uset he EIS
assigned bar code or assign their own bar code). When the reporting officer completes the property entry, the
officer will select the “Submit to Property Room” option from the report navigation tree. Upon selection of the
submission function, the system will display the property submission form, and list the items of property where
the involvement code indicates physical possession of the item (e.g. a “STOLEN” item would not be in the
possession of the agency and would not appear). The submitting officer would select the items to be processed
from the displayed list, complete the additional data fields per agency policy and execute the submission. The
execution of the submission by the reporting officer will serve as the interface triggering event. The RMS will
process the submission request, update the status of the property items within the RMS AND initiate the FileOnQ
interface function. The interface will extract the related property item data for the items selected by the officer
for submission and generate a single data file containing multiple property items. The data file will contain the
property descriptive information (description, quantity, supporting descriptive information, etc.) , basic case
identification information (Case #, Supplement #, Case Type, etc.), submission information (Officer, drop off
location, etc.) in a standardized structured data collection. The data file will be passed to the interface exchange
point in accordance with the interface definition. The EIS interface process will terminate. The EIS interface
process will not receive data returned from FileOnQ. Modifications to the property Item within the RMS applied
following the property submission function will not be transmitted to the FileOnQ system from the RMS. An EIS
development specification detailing the interface will be provided to the County for acceptance prior to the
commencement of interface programming.
Note: If the agency wishes to have the officer package the property AND apply the bar code to the property
package at the time of submission, it most likely would require the use of the EIS assigned bar code.
EIS will:
a) Review interface operations with the County and FileOnQ to determine the final interface
specification.
b) Create an interface development specification, defining the data elements, triggering events,
processing directives and data delivery aspects of the interface.
c) Develop the interface software/process in accordance with the approved development
specification.
d) Install and test the interface on County’s production servers.
e) Install the number of purchased instances of the interface (licensed on a per agency level).
County will:
a) Coordinate interface definition with FileOnQ representative.
b) Manage responsibilities as enumerated in the general “Interface Task” section of the SOW.
c) Ensure interface dependencies have been addressed.
d) Contract FileOnQ to provide any additional services or interface components required to
complete the interface.
Dependencies:
1. County acceptance of EIS provided interface programming specification.
2. Current Interface specification reflecting expected data format and transaction control protocol from
County for FileOnQ interface.
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3. Network Access to the required transaction/interchange point via the County’s Network.
4. Provision of the FileOnQ side of the interface.
Completion Criteria:
This task is considered complete when the EIS developed process is capable of generating and publishing to the
designated interface end‐point the data package in accordance with the County approved development
specification. Interface will be formally acknowledged as complete by County in accordance with the system
acceptance test.
Software Customization Tasks
None Currently Identified
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Data Conversion Tasks
Task DCON 1: EIS JMS Data Conversion
Objective: Convert the existing EIS Intergraph JMS data into the new system.
NOTES:
EIS will build several cycles into the JMS installation process to include sample data conversion testing and
validation time prior to live operations (3 cycles anticipated).
EIS will utilize an industry standard data migration methodology, documented in a data conversion plan as
accepted by the County. The normal EIS implementation cycle provides two or more validation conversions. This
gives the County the opportunity to check the validation for completeness and accuracy before committing to take
the system live. It also provides timing data that can be used to finalize the go‐live procedures within the County.
The Data Conversion Plan will contain specific details on data conversion. This enumerates the data to be
converted, the conversion and validation steps, a go‐live procedure, and any special field mappings that may be
required by the County. Special emphasis is placed on identifying and mitigating any data differences that exist
between the new JMS and legacy JMS system.
Normally the first data conversion is done just before deploying the initial system installation for key project
personnel. This provides data for training and also gives the County the opportunity to validate the first pass data
conversion. After the system is installed on site, key project personnel can work with EIS staff to certify the data
conversion and correct any problems that have been identified. If Data Acceptance test fails, additional test
conversions attempts can be performed for certification. When the final data conversion test plan and sample
data is acceptable to County, the final go‐live process can be scheduled, and the final data conversion will be done
during this process.
EIS will use best efforts to convert data into new JMS system. EIS can only convert data into the new JMS system
where useable data is provided by the County and an appropriate related data element exists in the existing JMS
database. Data that cannot be reconciled according to the conversion plan will not be converted. EIS makes no
guarantee that all existing data can be converted.
Task Description: Provide data conversion services to existing textual data and update the newly installed JMS
system with the historic information contained within the County’s existing JMS system housed in the legacy
Intergraph database. Data to be converted includes the booking and inmate data currently housed in the County’s
JMS database, as well as the data collections to be identified within the JMS data conversion plan. EIS will load the
data provided by the County, programmatically modify the data to conform to the conversion standards defined by
the County in accordance with the conversion plan and upload the converted data to the operational database on
the County’s live JMS database server.
Responsibilities
EIS will:
a) Conduct the Data Discovery phase of the project by working with County subject matter expert(s)
to complete a data field mapping between the JMS and the existing JMS system.
b) Develop a control document that describes agreed‐upon mapping of data elements and the
handling of exceptions.
c) Develop the conversion code based on the discovery findings, including both the data extraction
routines and the data upload scripts. Where possible perform the data conversion according to
the specifications in the control document with data provided by the County.
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d) A conversion is moving data from one system to another according to the data field mapping. EIS
is not responsible for scrubbing or modifying data from the original system. Any data that does
not programmatically convert may be maintained in a notes field for historical reference.
e) Verify current JMS database schemas on designated test servers.
f) Deliver to County and upload converted data to the County designated test server.
g) Project Manager will assist in the data review with County and define Data Acceptance tests.
h) Perform a final data conversion upon County’s review and approval of the test data conversion.
County will:
a) Provide existing Intergraph data in common exchange format including ASCII, pipe‐delimited files
and/or in a common database structure (MS SQL Server, etc.) on request by EIS project manager.
EIS prefers a standardized SQL .BAK file but can work with County to determine a relevant
acceptable format. County will be expected to perform no less than 3 full data extractions from
the legacy system prior to system cutover.
b) Provide subject matter and technical expert(s) with sufficient expertise related to the data being
converted. The subject matter and technical expert(s) will work with EIS during the Data
discovery, data review and Sign‐Off phases.
c) Provide secure access to the database to be converted in the EIS specified format.
d) After final data acceptance completion, any changes to the data must be made by manual data
entry by County or agree to a Change Order with EIS.
e) Understands the data being converted will only be modified to fit the format of the EIS system.
f) Clean up existing databases based on the standard naming conventions agreed to with EIS.
g) Translate all existing picklists in the existing system to the standards agreed to with EIS.
h) Review and approve results of test data conversion in the designated test server.
i) Verify the integrity of the conversion and notify EIS of any conversion errors or anomalies.
j) Verify specific data collections to assure accuracy of data, including:
a. Inmate Sentences, time served and calculated release dates.
b. Inmate docket, charge and charge status.
c. Inmate classifications.
d. Inmate alerts.
e. Inmate housing assignments.
f. Inmate visitations.
g. Inmate demographics (including mug shots, scars, marks and tattoos).
h. Inmate Property.
Dependencies:
1. Provision of the JMS data in a common data interchange format (either a SQL .BAK and/or delimited files)
format by the County.
2. County JMS subject matter expert to assist with data mapping and validation.
3. County will facilitate screen shots and output reports containing inmate data to assist with conversion
mapping.
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4. Network Access to the required transaction/interchange point via the County Network.
Completion Criteria:
This task will be completed upon uploading into the new JMS databases the converted data records from the
Department’s existing Intergraph JMS system, as outlined in the Data Conversion and External Conversion sections
of the EIS developed project plan and verified by County as defined in the Acceptance test plan.
Task DCON 2: EIS RMS Data Conversion
Objective: Convert the existing Intergraph RMS data into the new system.
NOTES:
EIS will build several cycles into the RMS installation process to include sample data conversion testing and
validation time prior to live operations.
EIS will utilize an industry standard data migration methodology, documented in a data conversion plan as
accepted by the County. The normal EIS implementation cycle provides one or more validation conversions. This
gives the County the opportunity to check the validation for completeness and accuracy before committing to take
the system live. It also provides timing data that can be used to finalize the go‐live procedures within the County.
The Data Conversion Plan will contain specific details on data conversion. This enumerates the data to be
converted, the conversion and validation steps, a go‐live procedure, and any special field mappings that may be
required by the County. Special emphasis is placed on identifying and mitigating any data differences that exist
between the new RMS and legacy RMS system.
Normally the first data conversion is performed just prior to providing the initial system installation for key project
personnel. This provides data for training and also gives the County the opportunity to validate the first pass data
conversion. After the system is installed on site, key project personnel can work with EIS staff to certify the data
conversion and correct any problems that have been identified. If Data Acceptance test fails, additional test
conversions can be performed for certification. When the final data conversion test plan and sample data is
acceptable to County, the final go‐live process can be scheduled, and the final data conversion will be executed
during this process.
EIS will use best efforts to convert data into new JMS system. EIS can only convert data into the new RMS system
where useable data is provided by the County and an appropriate related data element exists in the existing RMS
database. Data that cannot be reconciled according to the conversion plan will not be converted. EIS makes no
guarantee that all existing data can be converted.
Task Description: Provide data conversion services to update the newly installed RMS system with the historic
Intergraph information contained within the County’s existing RMS system housed in the legacy Intergraph
database. Data to be converted includes the case reports, property and evidence and supporting sheriffs’ records
data currently housed in the County’s RMS database. EIS will load the data provided by the County,
programmatically modify the data to conform to the conversion standards defined by the County in accordance
with the conversion plan, and upload the converted data to the operational database on the County’s live RMS
database server.
Responsibilities
EIS will:
a) Conduct the Data Discovery phase of the project by working with County subject matter expert(s)
to complete a data field mapping between the RMS and the existing RMS system.
b) Develop a control document that describes agreed‐upon mapping of data elements and the
handling of exceptions.
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c) Develop the conversion code, including both the data extraction routines and the data upload
scripts. Where possible perform the data conversion according to the specifications in the control
document with data provided by the County.
d) A conversion is moving data from one system to another according to the data field mapping. EIS
is not responsible for scrubbing or modifying data from the original system. Any data that does
not programmatically convert may be maintained in a notes field for historical reference.
e) Verify current RMS database schemas on production servers.
f) Deliver to County and upload converted data to County designated production server.
g) Project Manager will assist in the data review with the County and define Data Acceptance tests.
h) Perform a final data conversion upon County’s review and approval of the test data conversion.
County will:
a) Extract data from existing RMS system and provide legacy data in common exchange format
including ASCII, pipe‐delimited files and/or in a common database structure (MS SQL Server,
etc.).
b) Provide subject matter and technical expert(s) with sufficient expertise related to the data being
converted. The subject matter and technical expert(s) will work with EIS during the Data
discovery, Review and Sign‐Off phases.
c) Provide secure access to the database to be converted in the EIS specified format.
d) After final data acceptance completion, any changes to the data must be made by manual data
entry by the County or agree to a Change Order with EIS.
e) Understands the data being converted will only be modified to fit the format of the EIS system.
f) Clean up existing databases based on the standard naming conventions agreed to with EIS.
g) Translate all existing picklists in the existing system to the standards agreed to with EIS.
h) Review and approve results of test data conversion in the test server.
i) Verify the integrity of the conversion and notify EIS of any conversion errors or anomalies.
j) Verify specific data collections to assure accuracy of data, including:
a. Case Reports (offences and arrests).
b. FI information
c. Citation Data (example of an offence).
d. Crash Reports
e. Warrants, and warrant status.
f. Property and Evidence status and custody.
g. Protection/Restraining Orders status
Dependencies:
1. Provision of the RMS data in a common data interchange format (either a SQL .BAK and/or delimited files)
format.
2. County RMS data specialist to assist with data mapping and validation.
3. County will facilitate screen shots and output reports containing inmate data to assist with conversion
mapping.
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4. Network Access to the required transaction/interchange point via the County Network.
Completion Criteria:
This task will be completed upon uploading into the new RMS databases the converted data records from the
Department’s existing Intergraph RMS system, as outlined in the Data Conversion and External Conversion sections
of the EIS developed project plan and verified by County as defined in the Acceptance test plan.
Task DCON 3: JMS Mugshot Data Conversion
Objective: Convert the existing Mugshot image data from the County’s existing Intergraph JMS image set
into the new EIS JMS system.
NOTES:
EIS will build several cycles into the Mugshot conversion process to include sample data conversion testing and
validation time prior to live operations. It is assumed that a clear identifying linkage is available between the
inmates’ mugshot and the related booking record.
EIS will utilize an industry standard data migration methodology, documented in a data conversion plan as
accepted by the County. The normal EIS implementation cycle provides one or more validation conversions. This
gives the County the opportunity to check the validation for completeness and accuracy before committing to take
the system live. It also provides timing data that can be used to finalize the go‐live procedures within the County.
The Data Conversion Plan will contain specific details on data conversion. This enumerates the data to be
converted, the conversion and validation steps, a go‐live procedure, and any special field mappings that may be
required by the County. Special emphasis is placed on identifying and mitigating any data differences that exist
between the new EIS System and legacy JMS system.
Normally the first data conversion is done just before doing the initial system installation for key project personnel.
This provides data for training and also gives the County the opportunity to validate the first pass data conversion.
After the system is installed on site, key project personnel can work with EIS staff to certify the data conversion
and correct any problems that have been identified. If Data Acceptance test fails, additional test conversions can
be performed for certification. When the final data conversion test plan and sample data is acceptable to County,
the final go‐live process can be scheduled, and the final data conversion will be done during this process.
Data that cannot be reconciled according to the conversion plan will not be converted. EIS makes no guarantee
that all existing data can be converted.
Task Description: Provide data conversion services to update the newly installed JMS system with the historic
inmate booking/mugshot images contained within the existing Intergraph JMS.
Responsibilities
EIS will:
a) Conduct the Data Discovery phase of the project by working with County subject matter expert(s)
to complete a data field mapping between the new EIS system and the existing JMS system.
b) Develop a control document that describes agreed‐upon mapping of data elements and the
handling of exceptions.
c) Develop the conversion code, including the data upload scripts. Where possible perform the data
conversion according to the specifications in the control document with data provided by the
County.
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d) A conversion is moving data from one system to another according to the data field mapping. EIS
is not responsible for scrubbing or modifying data from the original system. Any data that does
not programmatically convert may be maintained in a notes field for historical reference.
e) Verify current JMS Mugshot database schemas on production servers.
f) Deliver to County and upload converted data to the County designated production server.
g) Project Manager will assist in the data review with County and define Data Acceptance tests.
h) Perform a final data conversion upon County’s review and approval of the test data conversion.
County will:
a) Provide subject matter and technical expert(s) with sufficient expertise related to the data being
converted. The subject matter and technical expert(s) will work with EIS during the Data
discovery, Review and Sign‐Off phases.
b) Provide secure access to the database to be converted in the EIS specified format.
c) Extract mugshot data from existing JMS system and provide legacy data in common exchange
image format including JPEG.
d) After final data acceptance completion, any changes to the data must be made by manual data
entry by the County or agree to a Change Order with EIS.
e) Understands the data being converted will only be modified to fit the format of the EIS system.
f) Clean up existing databases based on the standard naming conventions agreed to with EIS.
g) Review and approve results of test data conversion in the test server.
h) Verify the integrity of the conversion and notify EIS of any conversion errors or anomalies.
Dependencies:
1. Provision of the JMS inmate mugshot data in a common data interchange format, preferably .JPG.
2. County JMS subject matter expert to assist with image data mapping and validation.
3. County provided screen shots and output report containing JMS data to assist with conversion mapping.
4. Network Access to the required transaction/interchange point via the County Network.
Completion Criteria:
This task will be completed upon uploading mug shots into the new EIS JMS system the converted data records
from the County’s existing Intergraph JMS system, as outlined in the Data Conversion and External Conversion
sections of the EIS developed project plan and verified by the County as defined in the Acceptance test plan.
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User Training and Live Operations
Note: EIS personnel will operate on‐site at the County to conduct user training and take the
proposed system live.
User Training
Task TRN 1: JMS Administrator Training
Objective: Provide on‐site training services in accordance with purchased training services for system
administration personnel. Conduct JMS technical and administrative training and supply related
system administrative materials as described in the Training Plan. Provide JMS and supporting
systems ‐ System Administrator Training.
Note: The administrator training will be performed during the JMS configuration workshop.
Task Description:
EIS will provide training services and assist County administrative staff in the configuration and maintenance of the
JMS, application configurations and entry of County‐specific information such as code tables, users, system
permissioning, etc. along with functional use on the operation and support of the installed JMS system and
supporting subsystems
Jail Administration: This course covers use of several supervisory programs; including MNI maintenance, Inmate
PIN management, Housing Location Maintenance, Security Maintenance, and Table Maintenance along with
specialized reporting function including SSA, SCAAP.
Topics covered include: Maintaining the master inmate identifier, maintaining code tables, maintaining security
and program, Configuring and authorizing personnel to use the State Switch permissions.
1 – 8 Hour training class
Responsibilities:
EIS will:
a) Provide standard training sessions for County administrative personnel on the configuration
of JMS databases and entry of County‐specific data.
County will:
a) Determine a primary and minimum of one (1) backup system administrator to receive
administrative training.
b) Develop and enter all County‐specific input data that is to be entered manually.
c) Be responsible for the accuracy and completeness of the data provided and entered.
d) Ensure the participation of the appropriate personnel in the training session, and general
user training.
Completion Criteria:
This task will be completed once on‐site training classes for both County staff and County‐selected end‐users have
been conducted, as specified on the training plan detailing the training classes and the training class durations, and
when EIS training staff has trained the County administrator on procedures for configuring the JMS databases and
entering County‐specific data.
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Task TRN 2: JMS Technical and User Training
Objective: Provide on‐site training services in accordance with purchased training services as specified in
the implementation schedule to an estimated 136 JMS system users over 8 classes.
Task Description:
EIS will conduct standard and specialized training courses as detailed in the implementation plan to provide
training services and materials to designated County personnel on the use of the JMS system, subsystems or other
designated components, as described. Training services have been structured to accommodate between 18 and
20 users per class at a County provided training facility.
Jail User: This is a “hands‐on” training course for personnel that will be required to access information and
entering data into the EIS JMS system. The course covers all the key modules included in the Jail Management
Program, but most time is spent on the core booking, housing and release elements of the module. This class
provides a working overview, and County specific guidelines for the appropriate use of the JMS.
Topics covered include: Logging on and starting the program, Program navigation, Use of Code Tables and help
facilities, Inmate searching and record reconciliation, booking activities including: inmate identification, arrest
information, charge management, housing, movement and classifications. Specific emphasis on data access and
forms. Description of data fields and forms, Saving data and Best Operating Practices.
8 – 8 hour classes.
Responsibilities:
EIS will:
a) Provide standard training sessions for County technical and end user personnel on the
operations of the JMS system as specified in the implementation plan.
b) Training is structured to the requirements of the County. EIS is flexible on course hours,
times, days, etc. Courses may be given multiple times to accommodate shift and other
scheduling requirements. Scheduling will be developed by County and EIS.
c) Provides training manuals and any other materials required for the training in electronic
format.
d) Provide knowledgeable training staff to conduct classes
County will:
a) Designation of a training coordinator that will work with the EIS project manager to schedule
training at the County. The training coordinator will be responsible to ensure that County
personnel are available, and relieved of routine duties, during scheduled training sessions.
b) Make arrangements and assignments for all required personnel to attend EIS training with
their appropriate functional group. Ensure the participation of the appropriate personnel in
the training session, and general user training.
c) Provide data entry policies and procedures for each functional group.
d) Follow up with any training attendees who may need extra help and assistance in order to
grasp needed concepts.
e) Ensure end user system administrative personnel attend and is available during each
scheduled training session, and a County subject matter expert to answer policy questions.
f) Provide a dedicated training area that can comfortably accommodate the scheduled classes.
This classroom must accommodate individual workstations for each student. Training is will
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be performed on the customer’s site using the actual operational system. Training area must
also accommodate an overhead projector, projector screen/whiteboard, and include
workspace in the back of the room for EIS Personnel.
Completion Criteria:
This task will be completed once on‐site training classes for both County staff and County‐selected end‐users have
been conducted as specified on the implementation plan.
Task TRN 3: RMS Administrator Training
Objective: Provide on‐site training services in accordance with purchased training services for system
administration personnel. Conduct EIS RMS technical and administrative training and supply
related system administrative materials as described in the Training Plan. Provide EIS RMS and
supporting systems ‐ System Administrator Training
Note: The administrator training will be performed during the RMS configuration workshop.
Task Description:
EIS will provide training services and assist County administrative staff in the configuration and maintenance of the
RMS, application configurations and entry of County‐specific Information such as code tables, users, system
permissioning, etc. along with functional use on the operation and support of the installed RMS system and
supporting subsystems.
Topics covered include: Maintaining the master name index, maintaining code tables, maintaining security and
program, Configuring and authorizing personnel to use the State Switch permissions. At the completion of the
course, the student should be prepared to begin using the new system.
2 – 8 Hour training class
Responsibilities:
EIS will:
a) Provide standard training sessions for County administrative personnel on the configuration
of RMS databases and entry of County‐specific data.
County will:
a) Determine a primary and minimum of one (1) backup system administrator to receive
administrative training.
b) Develop and enter all County‐specific input data that is to be entered manually.
c) Be responsible for the accuracy and completeness of the data provided and entered.
d) Ensure the participation of the appropriate personnel in the training session, and general
user training.
Completion Criteria:
This task will be completed once on‐site training classes for both County staff and County‐selected end‐users have
been conducted, as specified on the training plan detailing the training classes and the training class durations, and
when EIS training staff has trained the County administrator on procedures for configuring the RMS databases and
entering County‐specific data.
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Task TRN 4: RMS Technical and User Training
Objective: Provide on‐site training services in accordance with purchased training services as specified in
the implementation schedule to an estimated 300 RMS system users.
Task Description:
EIS will conduct standard and specialized training courses as detailed in the implementation plan to provide
training services and materials to designated County personnel on the use of the RMS system, subsystems or other
designated components, as described. Training services have been structured to accommodate between 18 and
20 users per class at a County provided training facility. Classes will include base data entry, inquiry and case
management training as appropriate for the user’s job classification.
Data Entry: A “hands‐on” training course for personnel that will be entering data into the EIS RMS system. Training
includes the fundamentals of data entry and spans all the key modules included in the Law Entry Program. Specific
focus on the County defined data entry policy related to the core crime report entry module. Topics covered
include: Logging on and starting the program, Program navigation, Use of Code Tables and help facilities, Using the
Master Name and Master Vehicle links. Description of data fields and forms, Saving data and Best Operating
Practices.
Data Inquiry: Topics covered include: Searching names via the Master Name Index, Searching vehicle via the
Master Vehicle Index, Detailed searches of key modules, Photos and Documents, Finding status via Case
Management Searches, Alerts, Finding rejected cases and managing reporting, Use of wild card and keywords –
best practices.
Case Management/Workflow: Topics covered include: Approving Crime Reports, Assigning Crime Reports
Rejecting and Correcting Crime Reports, Scheduling, Finding and Locating Crime Reports.
17 – eight (8) hour classes.
Responsibilities:
EIS will:
a) Provide standard training sessions for County technical and end user personnel on the
operations of the RMS system as specified in the implementation plan.
b) Training is structured to the requirements of the County. EIS is flexible on course hours,
times, days, etc. Courses may be given multiple times to accommodate shift and other
scheduling requirements. Scheduling will be developed by County and EIS.
c) Provides training manuals and any other materials required for the training in electronic
format.
d) Provide knowledgeable training staff to conduct classes.
County will:
a) Designation of a training coordinator that will work with the EIS project manager to schedule
training at the County. The training coordinator will be responsible to ensure that County
personnel are available, and relieved of routine duties, during scheduled training sessions.
b) Make arrangements and assignments for all required personnel to attend EIS training with
their appropriate functional group. Ensure the participation of the appropriate personnel in
the training session, and general user training.
c) Provide data entry policies and procedures for each functional group.
d) Follow up with any training attendees who may need extra help and assistance in order to
grasp needed concepts.
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e) Ensure system administrative personnel attend and is available during each scheduled
training session to answer policy questions.
f) Provide a dedicated training area that can comfortably accommodate the scheduled classes.
This classroom must accommodate individual workstations for each student. Training is
generally done on the customer’s site using the actual operational system. Training area
must also accommodate an overhead projector, projector screen/whiteboard, and include
workspace in the back of the room for EIS Personnel.
Completion Criteria:
This task will be completed once on‐site training classes for both County staff and County‐selected end‐users have
been conducted as specified on the implementation plan.
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Cutover to Live Operations
Task GL 1: Jail Production Cutover
Objective: Complete final data conversion and cut over to live operation of the JMS system.
Task Description:
Upon completion of the user training, EIS will conduct a final data conversion and take the JMS system live. EIS
personnel will remain on site to assist users with the new system and respond to any issues discovered with the
live system. Final data conversion and cutover generally takes 24‐72 hours. A data conversion and cutover plan
will be included in the Project Plan.
Responsibilities:
EIS will:
a. Complete a final data conversion.
b. Assist the County to verify the final converted data.
c. Assist the County staff in placing JMS into a production status.
d. Initiate system interfaces as required.
e. Provide ON‐SITE start‐up support resources and go‐live assistance by EIS technical
staff for up to five (5) calendar days post cutover to monitor the subsystem and to
respond to issues identified.
f. Monitor the initial operation of JMS and answer any operational questions raised by
the County.
g. Provide start‐up support and any required go‐live assistance.
h. Transition system management to EIS Support services and note go‐live start date
for Warranty (first year) purposes.
County will:
a. Place the software into production and begin operational use in consultation with
EIS and in accordance with the Project Schedule.
b. Ensure appropriate County staff is available as required to support transition.
c. Coordinate with third party vendors as required for interface transition.
Completion Criteria:
This task will be completed once the final data conversion is completed and verified and the JMS system taken live.
Dependencies:
1. Receipt of formal acceptance from County with authorization to proceed to system “Go‐Live”.
2. Completion of end‐user training
Completion Criteria:
This task is considered complete when JMS is placed into production operation.
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Task GL 2: RMS Production Cutover
Objective: Complete final data conversion and cut over to live operation of the RMS system.
Task Description:
Upon completion of the user training, EIS will conduct a final data conversion and take the RMS system live. EIS
personnel will remain on site to assist users with the new system and respond to any issues discovered with the
live system. Final data conversion and cutover generally takes 24‐72 hours. A data conversion and cutover plan
will be included in the Project Plan.
Responsibilities:
EIS will:
a. Complete a final data conversion.
b. Assist the County to verify the final converted data.
c. Assist the County staff in placing RMS into a production status.
d. Initiate system interfaces as required.
e. Provide ON‐SITE start‐up support resources and go‐live assistance by EIS technical
staff for up to seven (7) calendar days post cutover to monitor the subsystem and
to respond to issues identified.
f. Provide start‐up support and any required go‐live assistance.
g. Transition system management to EIS Support services and note go‐live start date
for Warranty (first year) purposes.
County will:
a. Place the software into production and begin operational use in consultation with
EIS and in accordance with the Project Schedule.
b. Ensure appropriate County staff is available as required to support transition.
c. Coordinate with third party vendors as required for interface transition.
Completion Criteria:
This task will be completed once the final data conversion is completed and verified and the RMS system taken
live.
Dependencies:
1. Receipt of formal acceptance from County with authorization to proceed to system “Go‐Live”.
2. Completion of end‐user training
Completion Criteria:
This task is considered complete when RMS is placed into production operation.
DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Kitsap County Regional, WA ‐‐ SOW Page 74
Project Completion and Sign Off
Task COM 1: JMS Go‐Live Acceptance
Objective: Complete post go‐live final system acceptance with the following tasks associated with the Go‐
Live acceptance milestones.
Task Description:
Perform a series of acceptance tasks based on the following time periods.
1. Within three (3) days of system “Go‐Live” EIS will certify completion of the JMS system installation in
writing to the County.
2. Upon receipt of the installation certification (task (a)), EIS and County project managers and KCSO will
ensure that all work per this Statement of Work, and any project change orders, has been completed
and will acknowledge go‐live acceptance of the system in accordance with the Acceptance Plan.
Completion Criteria:
This task is considered complete when the system acceptance criterion, as described in the JMS portion of the
Acceptance Plan, has been met and final system acceptance has been acknowledged in writing by the County.
Task COM 2: RMS Go‐Live Acceptance
Objective: Complete post go‐live final system acceptance with the following tasks associated with the final
acceptance milestones.
Task Description:
Perform a series of acceptance tasks based on the following time periods.
1. Within three (3) days of system “Go‐Live” EIS will certify completion of the RMS
system installation in writing to the County.
2. Upon receipt of the installation certification (task (a)), EIS and County project
managers will ensure that all work per this Statement of Work, and any project
change orders, has been completed and will acknowledge go‐live acceptance of the
system in accordance with the Acceptance Plan.
Completion Criteria:
This task is considered complete when the system acceptance criterion, as described in the Acceptance Plan, has been
met and final system acceptance has been acknowledged in writing by the County.
Task COM 3: System Delivery Final Acceptance
Objective: Within 30 days of the completion of both the JMS and RMS go‐live activities, EIS will certify Final
Acceptance with the County. Complete post go‐live final system acceptance with the following
tasks associated with the final acceptance milestones.
Task Description:
Perform a series of acceptance tasks based on the following time periods.
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Kitsap County Regional, WA ‐‐ SOW Page 75
1. Within three (3) days of system “Go‐Live” EIS will certify completion of the JMS
system installation in writing to the County.
2. Upon receipt of the installation certification (task (a)), EIS and County project
managers and MCSO will ensure that all work per this Statement of Work, and any
project change orders, has been completed and will acknowledge go‐live acceptance
of the system in accordance with the Acceptance Plan.
Completion Criteria:
This task is considered complete when the system acceptance criterion, as described in the Acceptance Plan, has
been met and final system acceptance has been acknowledged in writing by the County.
DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Kitsap County Regional, WA ‐‐ SOW Page 76
Exhibit A ‐ Change Order Form (standard)
Change Order Agreement
SECTION A. CHANGE ORDER DESCRIPTION
CR #: Date:
Client Name: Kitsap County, WA Requestor:
Project Name: Kitsap County RMS & JMS Priority:
Impact Area: Target Date
This document incorporates by reference the existing contract ___________ dated __________.
.
Short Description of Change:
Modify existing agreement to include ……
a.
Detail Description of Change:
1. Modify existing agreement to include…..
a.
Kitsap County Sheriff’s Office Financial/Cost Impact
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Kitsap County Regional, WA ‐‐ SOW Page 77
SECTION B: IMPACT STATEMENT
Conditional Payment:
Schedule Impact:
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS CHANGE ORDER, UNDERSTAND IT, AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THE
SERVICES DESCRIBED HEREIN CONSISTS OF THIS CHANGE ORDER. THIS STATEMENT OF THE CHANGE
ORDER SUPERSEDES ALL PROPOSALS OR OTHER PRIOR ACKNOWLEDGEMENTS, ORAL OR WRITTEN,
AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THIS SUBJECT.
Change Order Agreed to: Change Order Agreed to:
EIS County
By: ____________________________________ By: ____________________________________
Authorized Signature Authorized Signature
Name: Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Justin Davis
VP Operations
Kitsap County Regional, WA ‐‐ SOW Page 78
Exhibit B ‐ Minimum Hardware Standards
DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Kitsap County Regional, WA ‐‐ SOW Page 79 Exhibit C ‐ RACI Template Kitsap County Responsibility Matrix Project Name: Kitsap County RMS and JMS Regional System Project Manager: Stakeholders RMS & JMSActivities Name Name Name Name Name Name Name Name EIS Project Mgr County Project Mgr Sponsor Tech Lead Finance IT Analyst Business Lead Testing Initiation (Concept Phase) Project Request P S S - S - - - Define Objectives, Deliverables A A I - I - Project Organization A I I - I I Cost Estimate P P I A I P I Risk Assessment P I P P P P Justification statement I P I I I - Develop Project Charter A S S S I S I Elaboration (Planning Phase) RFP Development DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Kitsap County Regional, WA ‐‐ SOW Page 80 Vendor Selection Scope Statement WBS Project Schedule Communications Plan Project Budget Quality Plan Use Case Analysis Specifications Architecture Design Prototypes Test Plan Construction (Execution Phase) Product Development Quality Control (e.g. testing) Quality Assurance Documentation Training development Configuration Management Transition (Testing / Rollout Phase) System testing DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Kitsap County Regional, WA ‐‐ SOW Page 81 Rollout User training Project Close Lessons Learned Code A Accountable Responsible for success/failure of this activity P Participant Actively participates in the activity R Review Required This person must review the output of this activity I Input Required Project Team needs input from this person in this activity S Sign-off Required Must sign-off the appropriate document DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
Page 1
SUPPORT SERVICES AGREEMENT
THIS SUPPORT SERVICES AGREEMENT (the “Agreement”) is made and entered into this ___day of _
__________, by and between Kitsap County, a Washington state municipal corporation Hereinafter
referred to as the County “County”, and Executive Information Services, Inc., hereinafter referred to as
“Contractor” or “EIS”.
WHEREAS, the Contractor has agreed to sell and County County agreed to purchase support services
described in the Schedule of Support Services (“Support Services”), attached hereto as Schedule “A” and
incorporated herein.
1. GENERAL SCOPE OF SERVICES. Contractor agrees to furnish to the County the Support Services in
accordance with, this Agreement, and the Schedules attached hereto and incorporated herein by
reference. All capitalized terms not otherwise defined herein shall have the meaning given to such
terms in the KC 561-20 Public Safety Records and Jail Records Management Software Contract
(“Contract”).
2. TERM. This Agreement shall commence on the Go-Live Date as that term is defined in the Contract
(the “Effective Date”) and shall be coterminous with the Contract term (the “Initial Support Term”),
unless and until terminated or extended as provided herein. Thereafter, this Agreement may be
renewed by mutual agreement and by payment of Contractors’ then current fees for Support
Services (each a “Support Renewal Term”). The Initial Support Term and any Renewal Term shall
collectively be referred to as the “Term”.
3. SUPPORT FEE. The initial 12 month term commencing on the Go-Live Date is a warranty period.
Following the initial 12 months, the County agrees to pay the Contractor for the services and
equipment herein as provided in Appendix C (Cost Proposal) of the Contract (the “Support Fees”).
EIS Products covered by this agreement and cost breakdown:
a. Support Services for {JMS and RMS}____________
b. Subscription/Support Services for {Citizen Service Portal} ______________
4. PAYMENT. County will pay Contractor the Support Fees specified above. Payment of the applicable
fees is due prior to the commencement of Support Services. Contractor will invoice for the Support
Fees annually in advance. All payments hereunder are non-refundable. The Support Fees do not
include sale taxes. County agrees to to pay all sales and use taxes imposed on goods or services
acquired hereunder as required by law within their contracted rate which shall be added to each
invoice to County as appropriate. County shall reimburse Contractor for all reasonable travel and
out of pocket expenses. All travel expenses must be preapproved in writing by the County prior to
commencement of travel.
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5. RESTRICTIONS. In addition to the exclusions set out in Schedule “A”, (a) Contractor shall have no
obligation to provide Support Services if County fails to pay the applicable fees hereunder or is
otherwise in breach of this Support Agreement or the Sales, Service and License Agreement. (b)
Contractor shall have no obligation to provide Support Services for any system component that has
been modified by the County or any third party without express written approval by Contractor. (c)
County agrees to provide Contractor with access to facilities and equipment as are reasonably
necessary for Contractor to perform its obligations, including remote access subject to any Contract
restrictions provided to Contractor in writing.
6. WARRANTY. Contractor agrees to perform the Services in a professional manner and as otherwise
set forth in this Agreement and the Contract.
7. DISCLAIMER. TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS LIMITED
WARRANTY SET OUT IN SECTION 6, SUPPORT SERVICES AND ALL DOCUMENTATION AND OTHER
MATERIALS AND SERVICES ARE PROVIDED TO CUSTOMER, “AS IS” AND THERE ARE NO WARRANTIES,
REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY
STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE,
REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN
CONNECTION HEREWITH.
CONTRACTOR, ITS AFFILIATES, LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR
CONDITIONS REGARDING THE SUPPORT SERVICES, AND ANY OTHER PRODUCTS, SERVICES AND
MATERIALS PROVIDED HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
8. LIMITATION OF LIABILITY. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL CONTRACTOR, ITS AFFILIATES, SUPPLIERS, LICENSORS AND EACH OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS, BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, FOR LOST REVENUE OR LOSS
OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR COST
OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
WHETHER IN CONTRACT OR IN TORT (INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE) OR
UNDER ANY OTHER LEGAL THEORY, EVEN IF IT HAS BEEN ADVISED OF THE LIKELIHOOD OF THE
OCCURRENCE OF SUCH LOSS OR DAMAGE OR SUCH LOSS OR DAMAGE IS FORSEEABLE AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
CONTRACTOR, ITS AFFILIATES, SUPPLIERS, LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES AND SHAREHOLDERS’ ENTIRE LIABILITY AND COUNTY’S EXCLUSIVE REMEDY
WITH RESPECT TO THE SUPPORT SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES
SUPPLIED BY CONTRACTOR IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY
CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT,
INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT
EXCEED AN AMOUNT THAT IS EQUAL TO THE SUPPORT FEES PAID TO CONTRACTOR BY AGENCY FOR
THE THEN CURRENT TERM WHICH SHALL IN NO EVENT BE GREATER THAN THE AMOUNT OF
SUPPORT FEES PAID IN THE TWELVE MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
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9. TERMINATION. This Agreement may be terminated as follows:
(a) Either party may terminate this Agreement effective immediately upon written notice to the
other party to that effect, if the other party breaches a material term of this Agreement and fails to
cure such breach within thirty (30) days of written notice of such breach by the non-breaching party.
(b) Either party may terminate this Agreement effective immediately upon written notice to the
other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding
under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether
voluntary or involuntary, which is not resolved favourably to the subject party within ninety (90)
days of commencement thereof; or (iii) becomes subject to property seizure under court order,
court injunction or other court order which has a material adverse effect on its ability to perform
hereunder.
(c) This Agreement shall automatically terminate in the event that the Sales, License and Services
Agreement entered into between the parties terminates or expires.
(d) CONTRACTOR may terminate this Agreement upon 30 days prior written notice to the COUNTY,
if County fails to pay any Support Fees when due.
(e) Either party may terminate this Agreement for convenience upon 60 days prior written notice to
the other party.
10. OTHER SERVICES. Professional services (training, project management, data conversion, general
consulting, etc.), not support related, are not included in the services provided under this agreement
and can be provided to the COUNTY on request at the then-current rate for the applicable service.
11. DELIVERY OF NOTICES. All notices permitted or required under this Agreement shall be given to the
respective parties at the following address, or at such other address as the respective parties may
provide in writing for this purpose:
CONTRACTOR: Executive Information Services, Inc.
1396 NE 20th Avenue, Suite 100
Ocala, FL 34470
CUSTOMER: Administrative Lieutenant
Kitsap County Sheriff’s Office
614 Division Street MS-37
Port Orchard, WA 98366
Director, Information Services Dept
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Kitsap County
614 Division Street MS-21
Port Orchard, WA 98366
Such notice shall be deemed made when personally delivered or in 5 days after deposit in the U.S.
Mail, first class postage prepaid and addressed to the party at its applicable address.
12. GENERAL.
a. Force Majeure. Neither party shall be liable to the other or be deemed to be in breach of
Agreement by reason of any default, delay, or failure to perform any of their respective
obligations in relation to the Agreement, if the delay or failure was due to any cause beyond
the party’s reasonable control and without fault or negligence. Circumstances deemed to be
beyond the control of the parties hereunder include, without limitation, but are not limited
to, acts of God or of the public enemy; insurrection; acts of the federal government or any
unit of state or local government in either sovereign or contractual capacity; fires; floods;
earthquakes; epidemics; quarantine restrictions; strikes; freight embargoes or delays in
transportation, to the extent that they are not caused by the party’s willful or negligent acts
or omissions, and to the extent that they are beyond the party’s reasonable control. Any
applicable delivery schedule shall be extended by a period of time equal to the time lost
because of any such delay or as otherwise agreed to in writing by the parties.
b. Entire Agreement. The parties acknowledge the Contract together with the EIS SSLA,
Statement of Work, this EIS Support Services Agreement, all other Attachments to
the Contract, and any Schedules to such Attachments and SOWs, is the product of
negotiation between the parties and represents the entire agreement and
understanding of the parties with respect to its subject matter. All previous
agreements, understandings, and representations, whether oral or written, entered
into prior to the Contract are hereby revoked and superseded by the Contract. The
terms, provisions, or conditions of any purchase order or other business form or
written authorization used by County will have no effect on the rights, duties or
obligations of the parties under this Contract, regardless of any failure of Contractor
to object to those terms, provisions or conditions.
c. Severability. If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable under any applicable law, then such provision
shall be deemed modified to the extent necessary in order to render such provision valid
and enforceable. If such provision may not be so saved, it shall be severed and the
remainder of this Agreement shall remain in full force and effect.
d. Modification. This Agreement may not be modified and/or amended unless any such
modification or amendment is reduced to writing and signed by both COUNTY and
CONTRACTOR.
e. Governing Law. The Contract has and shall be construed as having been made and delivered
in the State of Washington, and the laws of the State of Washington shall be applicable to its
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construction and enforcement. Any action at law, suit in equity or judicial proceeding for the
enforcement of the Contract or any provisions hereto shall be instituted only in courts of
competent jurisdiction within Kitsap County, Washington or in a federal court nearest to
Kitsap County, unless otherwise required by law.
f. Mediation. The parties agree to submit any claim, controversy or dispute arising out of or
relating to this Agreement or the relationship created by this Agreement to non-binding
mediation before bringing a claim, controversy or dispute in a court or before any other
tribunal. The mediation is to be conducted by either an individual mediator or a mediator
appointed by mediation services mutually agreeable to the parties. Such mediator shall be
knowledgeable in software system agreements. The mediation shall take place at a time and
location in Kitsap County or such other mutually agreed upon location; provided; however,
in no event shall the mediation occur later than ninety (90) days after either party notifies
the other of its desire to have a dispute be placed before a mediator, unless otherwise
agreed to by the parties. The costs and expenses of mediation, including compensation and
expenses of the mediator (and except for the attorneys’ fees incurred by either party), is to
be shared by the parties equally. If the parties are unable to resolve the claim, controversy
or dispute within ninety (90) days after the date either party provides the other notice of
mediation, then either party may bring and initiate a legal proceeding to resolve the claim,
controversy or dispute unless the time period is extended by a written agreement of the
parties. Nothing in this Section shall inhibit a party’s right to seek injunctive relief at any
time.
g. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original and which shall together constitute one Agreement.
h. Relationship. The parties are and shall at all times remain independent contractors in the
performance of this Agreement and nothing herein shall be deemed to create a joint
venture, partnership or County relationship between the parties. Neither party will have
the power to bind the other party or to contract in the name of or create any liability against
the other party in any way for any purpose. Neither party will be responsible for the acts or
defaults of the other party or of those for whom the other party is law responsible.
i. Allocation of Risk. County acknowledges and agrees that the warranty disclaimer and
limitation of liability contained in this Agreement are fundamental elements of the basis of
the bargain between Contractor and County and set forth an allocation of risk reflected in
the fees and payments due hereunder.
j. Survival. The following sections and articles shall survive the termination or expiration of
this Agreement: Sections 1 (General Scope of Services), 3 (Support Fees), 4 (Payment), 5
(Restrictions), 7 (Disclaimer), 8 (Limitation of Liability), 10(Other Services), 11(Delivery of
Notices), 12 (General), and any other provisions which are required to ensure that the
parties fully exercise their rights and obligations hereunder; unless and until waived
expressly in writing by the party to whom they are the benefit.
k. Waiver. A waiver of a default of any part, term, or provision of this Agreement or failure to
enforce any provision of this Agreement shall not be construed as a waiver of any
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subsequent default or as a waiver of the part, term, or provision itself. All waivers must be in
writing
l. Notice. Any notices, demands and other communications required by this Agreement will
be effective if personally served upon the other party or if mailed by registered or certified
mail, postage prepaid, return receipt requested, to the other party’s Contract
Representative at the address below. Notice will be deemed to be given five days following
the date of mailing, or immediately if personally served. Each party will designate a contract
representative, which may be changed by providing 15 days’ prior notice to the other party.
TO CONTRACTOR: Executive Information Services, Inc.
1396 NE 20th Ave. Suite 100
Ocala, FL 34470
With a copy to: N. HARRIS COMPUTER CORP.
1 Antares Drive, Suite 400
Ottawa, Ontario K2E 8C4
Attention: General Counsel
Telephone: 613-226-5511, Ext. 2149
TO County’s Representatives:
Administrative Lieutenant Director, Information Services Dept
Kitsap County Sheriff’s Office Kitsap County
614 Division Street 614 Division Street
Port Orchard, WA 98366 Port Orchard, WA. 98366
13. STAFF REQUIREMENTS
a. The CONTRACTOR must submit the names, dates of birth, and/or fingerprints of any
persons assigned to provide the COUNTY services, so that KCSO may conduct a
background check prior to any onsite visits and/or access to County databases or
interfaces. All such information shall be deemed Confidential Information of
CONTRACTOR and subject to County’s obligations of confidentiality set out in Section
20 of the EIS SSLA.
b. While at County facilities, CONTRACTOR’S Personnel shall conduct themselves in a
businesslike professional manner, treat employees courteously, and comply with
reasonably safety practices, adhere to no-smoking ordinances, and the COUNTY’S
drug-free workplace policy provided such practices and policy have been provided to
Contractor in advance. The COUNTY has the right to request the removal of any
CONTRACTOR employee or subcontractor who does not properly conduct
himself/herself/itself or perform quality work.
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c.If during the Contract term, the COUNTY determines in good faith that the continued
assignment to the Contract of any CONTRACTOR’S Personnel (including
CONTRACTOR’S key personnel) is not in the best interests of the County, acting
reasonably, the parties will attempt to resolve the COUNTY’S concerns on a mutually
agreeable basis. If the parties are unable to resolve the COUNTY’S reasonable
concerns within ten (10) business days, the CONTRACTOR will remove that person
from the position and shall timely propose to the COUNTY the assignment of another
individual of suitable ability and qualifications.
d.With respect to all other CONTRACTOR’S Personnel, CONTRACTOR will use its
commercially reasonable efforts to ensure the continuity of its assigned suitable and
qualified personnel performing services under the Contract. The CONTRACTOR shall
not transfer, reassign or remove key personnel (except as a result of voluntary
resignation, involuntary termination for cause, illness, disability, or death) during the
specified period in the Scope of Work without the County’s prior approval, which will
not be unreasonably withheld.
Executive Information Services, Inc. KITSAP COUNTY
_____________________________ _____________________________
Todd Richardson John Gese
CFO Executive Information Services Kitsap County Sheriff
_____________________________
Gregg Merlihan
SEVP Executive Information Services
_____________________________
Jeff Pugh
EVP Executive Information Services
DATED this ___ day of _____________________, 2022.
BOARD OF COUNTY COMMISSIONERS
KITSAP COUNTY, WASHINGTON
__________________________________
ROBERT GELDER, Chair
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DATED this ___ day of _______________, 2022
Page 8
__________________________________
EDWARD E. WOLFE, Commissioner
__________________________________
CHARLOTTE GARRIDO, Commissioner
ATTEST:
___________________________
Dana Daniels, Clerk of the Board
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Schedule “A”
Executive Information Services, Inc.
SCHEDULE OF SUPPORT SERVICES
1.0 SUPPORT SERVICES
Executive Information Services, Inc. will provide Support Services (as that term is defined in Section 2.0)
for licensed Software (as that term is defined in this Section 1.0) in accordance with the provisions of
this document.
GENERAL PROVISIONS. Standard Support Services only relate to EIS application software that is validly
licensed by Customer pursuant to a Sales, Service and License Agreement that is in effect between
Customer and EIS (the “Software”). Support Service plans do not cover computer hardware, operating
systems, e-mail systems, networks, network operating systems, or other computer or network
components whether or not they were provided by Contractor. Support Services do include limited
diagnostic services and coordination with hardware support vendors, communications vendors, E911
vendors, radio console vendors, and other involved third parties. All charges by third parties for system
software licenses, cabling, hardware components, etc. are the responsibility of the County.
SUSPENDED SERVICE. Contractor will suspend Support Services on any County with an outstanding
invoice more than 90 days in arrears. Agencies with suspended Support Services may have service
reinstated by paying all back-due service fees, the annual support fee for the current period, and the
then-current reinstatement fee. In the event that County terminates this Agreement or elects not to
renew this Agreement and allows Support Services to lapse, in order to reinstate Support Services
County will be required to enter into a new Support Services Agreement and will be required to pay all
back-due Support Fees that would otherwise be applicable to the lapsed period in addition to the then
current Support Fees for the new term.
CONTRACTOR QUALIFICATIONS. Contractor has and will maintain the personnel, experience and
knowledge necessary to qualify Contractor to perform the duties under this agreement.
DOJ COMPLIANCY. Contractor support personnel have undergone background checks. Agencies that
require a CJIS vendor contract or need to maintain additional validation related to Contractor support
personnel should contact EIS Support.
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2.0 LISTING OF SERVICES
EIS provides the following software and technical support services and reserves the right to change or
modify the services at any time and upon 45 days’ notice to County (the “Support Services”). EIS will use
commercially reasonable efforts to provide solutions for any problem or issue reported and determined
to be in the EIS Software or documentation. While it is EIS’s goal to provide an acceptable resolution for
all incoming service requests, EIS cannot predict a resolution time and is unable to guarantee that all
problems or issues can be resolved.
EIS personnel, when accessing County’s network through a remote access connection and when
providing on-site Support Services, shall comply with the County policies provided to EIS in advance
regarding security, safety and professional conduct.
1.Telephone Technical Support—County has access to EIS qualified technical and applications
support personnel via the Call Center number listed herein. EIS will use reasonable efforts to
resolve any query relating to EIS licensed Software or its use or operation by County.
2.Software Remediation—EIS will use its reasonable efforts to correct or circumvent any reported
reproducible error in licensed Software in order to bring the Software into material
conformance to the then current published documentation.
3.Diagnostic Services—Support Services include diagnostic services that may be reasonably
required to correct reproducible errors or malfunctions in the licensed Software. EIS will also
work closely with County personnel where necessary to coordinate repair efforts with other
vendors or in-house technicians.
4.Interface Maintenance—Support Services on State Interface Gateways includes programming
modifications mandated by State Agencies and agreed to by EIS in writing (subject to EIS’ right
to charge additional fees for custom components for County and the change management
process). New state switches requiring new gateways and completely different protocols or
message formats may be subject to additional charges. Due to variability, changes to E-9-1-1
interfaces may be subject to additional charges. All other third party interface support is subject
to additional charges.
5.System Notification Service—Periodically EIS releases electronic bulletins or newsletters
designed to alert users to potential problems with EIS systems, virus threats, or provide best use
recommendations.
6.General Systems Consulting—EIS provides limited consulting services when related to EIS
products and product use within the County.
7.Software Updates—“Updates” means any published changes, additions or corrections to the
Software that primarily include a minor modification or enhancement to the Software related to
a bug fix, minor additional functionality that EIS makes generally available to its customers as
part of its Support Services. Minor Updates are included in standard service plans. Minor
Updates are normally provided via remote support facilities and do not involve on-site visits.
Additional service packs or updates may be applied depending on individual County
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circumstances. “Upgrades” means a major overhaul of the Software which is a complete new
published version of the Software that modifies, revises or alters the Software and adds
features, functionality or enhancements to such Software, that require significant database
changes, data conversions, re-installation of software systems, or extensive operator training,
that EIS makes generally available to its customers and are subject to additional charges.
Charges for major Upgrades depend on the scope of the changes, size of the County, required
days on site, and other factors related to implementation costs.
Updates are scheduled with each County on a case by case basis and County has the option to
accept or decline any update provided that EIS shall no longer be obligated to perform certain
obligations pertaining to the fix provided in the Update as further described herein or in the EIS
Sales, Service and License Agreement in the event that the County has failed to install any
Update. Due to variables in scheduled feature sets and program development, no guarantees of
releases or release dates for any software are made. When Updates are anticipated, County will
be provided the release notes corresponding to the Update.
8.Documentation Updates—Updated documentation for every release, Update or change to the
system will be provided embedded within the application Software as part of the distribution
software.
REMOTE ACCESS SUPPORT
Support Services are normally provided via a remote access connection to the County. This is normally
done via a high speed Internet connection from the EIS Support Center to the customer site. EIS can
provide programs for a secure link or will work with most existing County VPN’s or security appliances.
Low speed connections can degrade the ability of EIS to respond to client requests or provide updates.
Remote Support Services include Updates, diagnostic services, and client initiated remote desktop
sessions. At the County’s option, prior to establishing an attended connection, EIS will email a
connection notification to a defined email at the County indicating that an external connection will be
established to the County’s system. If the connection to the County’s servers result in the resolution of
the reported issue, a SR closing email would be sent to the County’s notification list.
ON-SITE SUPPORT
EIS will provide on-site support, if deemed required by EIS, in consultation with the COUNTY and subject
to the restrictions on travel expenses set forth in paragraph 4 of the Agreement. This is usually reserved
for critical failures that render the system inoperable or seriously degrade system performance.
Response time is dependent on distance, severity of the errors, and other factors and is coordinated
with the designated County project manager.
3.0 SERVICE REQUESTS
A Service Request (SR) may be filed by County for any operational problem or Software error. An error
is any reported malfunction or other defect in the EIS licensed Software that can be reproduced by EIS
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Page 12
and that constitutes a non-conformity from the product documentation provided by EIS to Customer
under the Sales, License and Services Agreement.
Regardless of how submitted, all Service Requests are documented in an on-line database at the EIS
customer support WEB site along with remedial actions and other pertinent data.
SERVICE REQUEST SUBMISSION
Service Requests can be submitted by any means convenient to County; phone, fax, e-mail, or WEB.
Critical high priority service requiring immediate assistance should be submitted by phone to the EIS Call
Center. This is available 24 x 7. We request after hours calls be limited to emergency, priority 1 calls.
Unless restricted by County, EIS will accept routine and emergency calls from any County personnel.
Contact numbers and addresses are:
Mailing Address: Executive Information Services, Inc.
1396 NE 20th Avenue, Suite 100
Ocala, FL 34470
Call Center: (208)580-0400
Fax Number: (209)370-9921
WEB Site Address: www.goeis.net
Support Portal: www.portal.goeis.net
E-Mail Address:support@goeis.net
Automatic Problem Report:support@goeis.net
SUBMISSION GUIDELINES
1.Critical issues should be reported by telephone to the EIS Call Center (208) 580-0400
2.Issues and service requests can be submitted by any of the following.
a.Contact the EIS Call Center by telephone at the above number.
b.Send an e-mail with pertinent details on the issue to support@goeis.net. This will create an
automatic service request in our system and notify support technicians. You will be
provided details by return e-mail and your issue will be reviewed within 24 hours.
c.Log onto our support WEB site and submit the issue.
3.In all cases, the following details should be provided.
a.Full contact information including your name, your County, contact phone number and e-
mail address.
b.The particular program or product that is causing the issue.
c.All details you have on the issue.
d.Date/time the issue occurred
e.Workstation/Server where the issue occurred
f.Symptoms of the problem. What error message displayed.
g.Did the problem occur once or often? Is the problem erratic or consistent? Can the
problem be duplicated and if so, what are the steps to duplicate it.
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h.Enclose a screen shot if possible.
4.An automated system response is sent to the originator and designated County contacts when
the service request is created in the system and whenever key details on the service request
change in the system.
5.An County can check their service request status at any time at the EIS Service Request portal
above.
SERVICE LEVEL RESPONSE
Each Service Request is assigned a priority based on its severity and disruption to the County. EIS has
set the following priorities guidelines.
Priority Level Description Processing
1 Critical A major system or sub-system has failed and become
inoperable. For example CAD has failed. County
cannot perform a critical job function. County has
initiated support request via direct telephone to EIS
support desk.
Service is continuous. If the issue cannot be resolved
by the answering technician, then escalation is
immediate. Response time will vary from immediate to
within several hours, but will not be longer than 2 hours
2 High A major component or sub-system has failed. For
example a state interface has failed and is seriously
degrading the CAD system. County job function is
degraded or limited. County has initiated support
request via direct telephone to EIS support desk.
Service is determined by the nature of the problem and
consultation with the County. The problem is given
priority support and may be escalated as necessary.
3 Medium A processing error has occurred or there is an error
in processing. For example a data field is not saving
in a report, a report has incorrect totals, etc. County
experiences intermittent problem or minor
degradation.
Service is routine. Escalation depends on
circumstances. Program errors may be fixed by
service packs, delayed to regular releases, or work-
arounds applied as necessary.
4 Low Low priority. Error in provided component causing
operational function/feature to occasionally fail or
cause minor inconvenience.
Service is generally handled in the course of regular
system updates. Will be addressed as soon as
feasible for EIS
5 Enhancement Modification to the behavior of an existing feature, or
the addition of a new feature/function or report at the
request of the County.
Enhancement request is reviewed and slated for
development as determined by the EIS software
review team. Enhancements are provided in the
course of regular system updates. No commitment of
delivery by EIS unless contractually stated.
SERVICE REQUEST ASSIGNMENT
Each service request submitted is assigned to an EIS support technician that has responsibility for
resolving the issue, keeping the County notified of progress on the issue, and ultimately resolving and
closing the issue. The assigned person is provided in an automatic response to the requestor and is
available on the support WEB portal. You may contact the assigned person at any time for an update on
the status of the Service Request, to update priority, or to discuss additional details on the issue.
SERVICE REQUEST STATUS
Each Service Request is assigned a status. Status codes are:
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Page 14
OPEN The SR is actively being worked on by EIS
COMPLETE EIS has completed all work on the SR and is waiting authorization to close it.
CLOSED The SR is no longer active in the system. Closed SR’s are no longer tracked by EIS.
ESCALATION
EIS has designated a group of senior technical and programming resources that are available for critical
service requests that cannot be handled in the course of normal business. This team is notified
immediately on all priority 1 service requests and notified when appropriate on other critical issues. EIS
management reviews all escalated and priority 1 critical service requests on a weekly basis. In the event
issues have not been resolved to the County’s satisfaction, the issue may be escalated to the Vice
President of Client Services.
CLOSING SERVICE REQUEST
Service requests are closed based on consultation with County. A completed service request has it status
changed to COMPLETE by EIS pending consultation and review for closure. An EIS representative will
review the case with the originator or with a designated County contact before closing the support
request. This may be by e-mail or phone as is most convenient. If a timely contact cannot be established
for review, EIS will close the request.
An automatic system response is sent to the originator and all designated County contacts when a service
request is closed.
PRODUCTION SYSTEM
Standard Support Services and escalation apply to County production use Software. Licensed EIS
Software on test, training, development, or other non-production systems receives a medium level
response and is scheduled in consultation with the County.
EXCLUSIONS
1.EIS assumes no responsibility for computer hardware or third party software including operating
systems, communications circuits, electronic mail systems, overall network performance, user
profiles, and other network management functions.
2.Data backup and integrity checking is the responsibility of the County.
3.Virus protection, system intrusions, security breaches, and malware protection are the
responsibility of the County, unless it was an industry known virus, malware, or other harmful
code included in the Software as and when delivered by EIS.
4.Table maintenance, including offense code tables, are the responsibility of the County. EIS
provides utility and maintenance programs that facilitate this.
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5. Access Control and security setup for County users is the responsibility of the County. EIS
provides utility programs that facilitate this.
6. Errors caused by mis-use, use on inadequate or out of date hardware or operating system
software. Errors caused by conflicts with other third party or County provided software.
7. New custom reports or report modifications are not included in standard Support Services.
8. If required, EIS may provide release notes, on-line tutorials or other training on new features or
operational problems under the service agreement. Full training for new users or general
training for the County that requires on-site services is not included in the standard Support
Services. Release notes will be provided at no charge to the County.
9. EIS shall not be required to provide Support Services for any non-current versions of the
Software for errors or deficiencies in the Software for which an Update has been provided to
CUSTOMER that CUSTOMER elected not to accept and install.
ENHANCEMENT REQUESTS
Requested system enhancements, including new report requests, are considered for inclusion in EIS
products at EIS’s sole option. No guarantee of implementation is made and no timeframes are provided
for any requested enhancements. Enhancements and product content and feature sets are at the sole
discretion of EIS. Custom feature requests are not included in standard support plans. Any feedback,
ideas, and suggestions for enhancements to EIS Software that County submits will become the property
of EIS. EIS may use this information for any EIS business purposes, without restriction, including for
product support, development, for sale, license or other transfer to third parties without any obligation
to County.
4.0 COUNTY RESPONSIBILITIES
The level of service EIS can provide is dependent upon the cooperation of the County and the quantity
of information that the County can provide. If the County cannot reproduce a problem or if the County
cannot successfully gather adequate troubleshooting information, EIS may not be able to ultimately
resolve the problem. Careful submission of service requests is an important County responsibility.
FACILITY, SYSTEM AND DATA ACCESS
In order to provide County with technical support, EIS may need to remotely access County
computing environment. This access is for diagnostic, backup, or data recovery purposes only.
Access methods and procedures are worked out with each customer individually. As part of Support
Services, EIS may be given access to your data and may temporarily copy all or parts of databases
from your systems. All data that is provided or made available to EIS by the County under this
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Agreement shall be governed by the terms of Section 14.3 of the Contract. EIS shall treat all such
data as Confidential Information of the County. Data is not permanently retained and is destroyed
when no longer required for diagnostics. County is notified of any data access in advance. If on-site
services are required, EIS will require access to facilities and equipment on-site. Contractor shall keep
all Confidential Information in confidence, and take those steps that it takes to protect its own
confidential and proprietary information, which shall be no less than reasonable, to protect the
Confirmation Information from unauthorized use, access, copying or disclosure. Contractor shall not
disclose or release Confidential Information except to the extent required by applicable law or
during the course of or in connection with any litigation, arbitration or other proceeding based upon
or in connection with the subject matter of this Agreement, provided that Contractor shall first give
reasonable notice to County prior to such disclosure so that the Contractor may obtain a protective
order or equivalent and provided that the Contrator shall comply with any such protective order or
equivalent. Contractor agrees not to disclose or release such Confidential Information to any third
person without the prior written consent of County, except for authorized employees or agents of
COUNTY who have a need to know such information for the purpose of performance under this
Agreement, and who are bound by confidentiality obligations at least as protective of County’s
Confidential Information as this Agreement. Contractor shall not copy Confidential Information, in
whole or in part, except as authorized by County in writing.
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County Information
County: __________________________ _________________
Address: ________________________________________________
________________________________________________
________________________________________________
________________________________________________
Main Phone: ______________ ___________________
Primary Contact: _________________________________________
Title: _________________________________________
Phone: (_____) _______________Extension____________
E-Mail ________________________ _________________
Additional Contact: ___________ ______________________________
Title: __________________________________________
Phone: (_____) _______________ Extension___________
E-Mail __________________________________________
Additional Contact: __________________________________________
Title: __________________________________________
Phone: (_____) ______________ Extension____________
E-Mail __________________________________________
Additional Contact: __________________________________________
Title: __________________________________________
Phone: (_____) ______________ Extension____________
E-Mail __________________________________________
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Support System Notification List
Name Title E-Mail Phone
_____________ __________ ______________ ______________________ ___________________
_______________________ ______________ ______________________ ___________________
_______________________ ______________ ______________________ ___________________
_______________________ ______________ ______________________ ___________________
_______________________ ______________ ______________________ ___________________
_______________________ ______________ ______________________ ___________________
_______________________ ______________ ______________________ ___________________
_______________________ ______________ ______________________ ___________________
_______________________ ______________ ______________________ ___________________
Please return this information to:
Executive Information Services, Inc.
1396 NE 20th Avenue, Suite 100
Ocala, FL 34470
support@goeis.net
FAX: (209) 370-9921
DocuSign Envelope ID: F0804FF1-A4A0-48D0-A985-652CEF9D19E4
KITSAP COUNTY SHERIFF
OFFICE OFJOHN GESE
614 DIVISION ST. MS-37 • PORT ORCHARD, WASHINGTON 98366 • (360) 337-7101 • FAX (360) 337-4923
Updated 08302021
Kitsap County Police Chiefs:
EIS Project Status Update
The EIS project paused recently to ensure all agency leaders received an outline of the total cost of
ownership. Our Kitsap IT department (Information Services – I/S) has been working with the Budget
Office (DAS) to put together the additional costs that accompany the EIS implementation and licensing
that has recently been distributed. The effort to put together the total cost of ownership document
attached has taken a bit longer than desired but should help in providing you with what to expect in
costs to your agencies over the next five year.
The original ILA was sent to you included the EIS contract and EIS cost breakdown while identifying that
hardware, Kitsap County I/S (Information Services) charges, and tax would be additional. We were
subsequently asked to clarify and estimate those additional charges to more clearly identify the TCO
(Total Cost of Ownership) for all parties. Our Kitsap County I/S staff and Budget staff have been
reworking the final numbers to provide a timeline of all costs/charges by category. Take into account
that these are forecasts based upon current financial numbers. In an effort to be fully transparent,
financials and updated forecasts will be routinely shared with all parties highlighting any change to our
estimates, both positive and negative throughout the project.
Below is the explanation for each of the additional charges:
1.Hardware – A $250,000 charge was included to cover hardware and related software expense.
While Kitsap County I/S intends to repurpose any existing hardware that is available as
appropriate, after review of EIS’s recommended specifications, new technology will need to be
purchased to ensure the greatest stability, security, and performance of the system. This
estimate is intended to be a conservative estimate as we don’t expect to exceed this number.
We expect that we can purchase the technology strategically and combine with existing,
repurposed equipment/software to reduce this expense.
2.Kitsap County I/S (Information Services) charges – This expense covers the labor costs incurred
from Kitsap County I/S from Implementation of the new system over the first 2 years and the
support costs associated with supporting the system throughout a 5-year horizon. Such support
expense is inclusive of Project Management throughout implementation until Go-Live of new
system, Data Conversion services, Configuration services, Integration development to identified
tertiary systems as identified by joint jurisdiction implementation team, and other technical
services as required to meet the outcomes of a successful launch of the EIS product.
3.Tax – Assumes a 9.2% tax rate. After consultation with Local and State Auditor’s Offices, it was
determined that this product, the implementation costs, support costs, and hardware costs will
all fall under taxable classification, so we are calculating the tax rate against all costs of the
project.
In addition to a 5-year TCO, we were asked to break that total down further to demonstrate annual
costs. This would provide an estimated expectation of total costs by calendar year for budget purposes.
ATTACHMENT B
Once again, these estimates are subject to change as variable change throughout the project but based
upon current forecasts we believe these numbers provide the most up-to-date annual cost estimates.
We asked the project managers to provide an updated explanation of the “total cost of ownership”
based on the information that is known. Attached is the document they have provided for your review.
All cost estimates are provided on the following page which include TCO of total project as well as the
Cost Distribution broken down to individual agencies/jurisdictions.
We appreciate the cooperation you have provided to this point and will continue to provide throughout
the implementation of this system and beyond. If you have any questions regarding any of these
numbers or need further explanation, feel free to contact us.
If there are no questions or concerns received by Friday January 28, 2022 we will resend updated
Interlocal Agreements to each jurisdiction for routing.
Sincerely,
Steve Duckworth
Undersheriff
Kitsap County Regional
Law Enforcement Records
&
Jail Management System
5-Year Cost of Ownership Analysis
Details
Implementation Fxed Fxed
Annua l Ma inten a nce
5-Year Cost of Own e rship -Ove r a ll 2022 2023 2024 2025 2026 Tota l
Implementation -RMS 320,760 401,712 - - -722,472 1,103,200
Sales Tax @ 9.2% 29,5 10 36,957 - - -66,467 .. ,, ..
Im p le m e nta t ion -JMS 163,800 2 16,928 - - -380,728
Sa les Tax @ 9 .2% 15,070 19,957 - - -35,027
Annua l Ma in ten a nce -RMS - -80,190 80,190 84,200 244,sao I 120 ,5 40
Sa les Tax @ 9.2% - -,, 7,3 77 ,, 7,3 77 ,, 7,746 22,501
Annua l Ma int ena nce -JMS - -40,350 40,350 42,368 123,068
Sa les Tax @ 9.2% - -3 ,712 3 ,712 3 ,898 11,3 22
IS Infrastructur e (Ha r d Costs) 250,000 - - - -250,000
Pr oject Managem ent 113,092 29,687 - - -142,779
Technicalt Analvst(s) 71,693 75,278 79,042 82,994 87,143 396,149
963,925 780,5 19 2 10,671 214,623 225,3 54 2,395,093
5 -Yea r Cos t of Own,ers hip -Agen cies Own e rship 2022 2023 2024 2025 2026 Tota l
Kitsap County Sher iff's Office -RMS 47% 368,976 255,508 78,3 06 80,164 84,172 867,126
Kitsap County Sher iff's Office -JMS 100% 178,870 236,885 44,062 44,062: 46,265 550,145
SUBTOTAL 547,845 492,393 122,368 124,226 130,437 1,417,270
City of Br emerton 22% 172,712: 119,599 36,654 37,523 39,400 405,889
City of Port Or cha r d 9% 70,655 48,927 14,995 15,350 16,118 166,045
City of Bain b r idge Isla nd 9% 70,655 48,927 14,995 15,350 16,118 166,045
City of Pou lsbo 8% 62,804 43,491 13,3 29 13,645 14,3 27 147,596
Suquamish Tr ibe 5% 39,253 27,182 8,330 8,528 8,954 92,247
SUBTOTAL 100% 416,079 288,126 88,3 03 90,397 94,917 977,822
GRAND TOTAL 963,92:5 780,5 19 2 10,671 2 14,623 225,3 54 2,395,093
Notes & Assumptions:
Core implementation figures before tax; no support, no tax
Assumes 9.2% sales tax rate implentation sometime in 2022
Services utilized and spread in 2023 only
Infrastructure costs most likely to be incurred in 2022; not to exceed
Core support figures before tax
KCSO Implementation Contribution = $300,000 per year with final catch-up payment in 2023; see sche
Billing:
Implementation = 30 days within receipt of invoice
Infrastructure =
Personnel =
Not to exceed by year unless an approved change order exists
Cos t Breakdown Per EIS Con tr act Li censi ng
RMS
JMS
WACIC RMS Cost On l
SUBTOTAL 807,600
Data Conv ersi on
SUBTOTAL
TOTAL 807,600
SALES TAX@ 9.1% 73492
~!WIT.!Qa~ 881,09~
l>,yment Sd>edult
>
>
)
-.. -.. .-... -.. -.. .._._
o.. ... JMs ---.. -Mce,1•ca
Services
295 600
295:600 I
26900
J 22,~
.,,.
?Joi
u" I
u,
IQ,,
Combined Licens ing Support Average
70 63% ~%e;
313,350 37% 36% 36%
9300 71,300 ,.
120,540 745,600 111,240
295,600
120,540 1,223,740
10 969 111 360
iJ l,509 !,~l
&U .ll0.00
UG.400.00 20 22
"S,QO.OO
"SAO.CO 20 23
llOJl:0.00
l.lOJ.l00.00
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Study Session Date: March 23, 2022
Contract with Active Construction, Inc. for
Price Road and Brentwood Drive Culvert
Replacement Project; and related Budget
Amendment
COUNCIL MEETING Date: April 6, 2022
Department: PW&U - Engineering
Presenter: Gunnar Fridriksson
Phone: (360) 473-5758
SUMMARY:
The City received a $4,687,968.00 low-interest loan (1.66%) from the Public Works Board (PWB) to
replace three undersized culverts on Ostrich Bay Creek at Kitsap Way, Price Road, and Brentwood
Drive with fish passable structures. The culvert replacement on Kitsap Way was completed last year.
This contract will replace the two remaining culverts with precast concrete voided slab girder bridges.
To meet permit requirements from the United States Army Corps of Engineers (USACE), work must
be completed by February 25, 2023. The project was scheduled for construction in 2023 in the
Stormwater CIP, however this permit requirement has necessitated delivery in 2022.
Two bids were received and were opened on March 17, 2022. Active Construction Inc. was the
lowest responsive bidder with a total bid in the amount of $2,498,498.00 (including sales tax).
ATTACHMENTS: 1) Contract; 2) Site Plan; 3) Bid Tabulation
FISCAL IMPACTS (Include Budgeted Amount):
The project is funded by the PWB loan and the Stormwater Fund. It was scheduled for delivery in
2023 but will be delivered in 2022. The project requires a budget adjustment of $2,900,000 to be
allocated from the Stormwater Capital Fund.
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to amend the 2022 Stormwater Capital Budget to include $2,900,000 for the Price Road and
Brentwood Drive Culvert Replacement Project and award the construction contract to Active
Construction Inc. in the amount of $2,498,498.00, and authorize the Mayor to finalize and execute
the agreement with substantially the same terms and conditions as presented.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/02/2018
5G
City of Bremerton 233-1896-153
Price Road and Brentwood Drive Culvert Replacements I-43 February 2022
Contract Documents Contract
CONTRACT
(Page 1 of 4)
THIS AGREEMENT is dated the day of in the year 20___, by
and between the City of Bremerton (hereinafter called CITY) and
(hereinafter called CONTRACTOR).
CITY and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as
follows:
ARTICLE 1. WORK.
CONTRACTOR shall complete the WORK as specified or indicated in the CITY’s Contract
Documents entitled Price Road and Brentwood Drive Culvert Replacements.
ARTICLE 2. CONTRACT TIMES.
The WORK shall obtain Physical Completion within 150 working days after the commencement
date stated in the Notice to Proceed. Time is of the essence as to each and every deadline set
forth in this agreement. This provision has been specifically negotiated.
ARTICLE 3. LIQUIDATED DAMAGES.
CITY and 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 within the time specified in Article 2
herein, plus any extensions thereof allowed in accordance with Section 1-08.8 of the Standard
Specifications which may be modified by the Special Provisions. They 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, the
CONTRACTOR shall pay the CITY liquidated damages in the amount of $1,650 per day after the
date of Physical Completion for each phase.
ARTICLE 4. CONTRACT PRICE.
CITY shall pay CONTRACTOR for completion of the WORK in accordance with the Contract
Documents in the amount set forth in the Bid Proposal, which shall include sales tax as provided in
Section 1-07.2(2) of the Special Provisions.
ARTICLE 5. PAYMENT PROCEDURES.
CONTRACTOR shall submit Applications for Payment in accordance with Section 1-09.9 of the
Standard Specifications which may be modified by the Special Provisions. Applications for Payment
will be processed by ENGINEER as provided in the Special Provisions
_____________
Contractor Initials
Active Construction, Inc.
City of Bremerton 233-1896-153
Price Road and Brentwood Drive Culvert Replacements I-44 February 2022
Contract Documents Contract
CONTRACT
(Page 2 of 4)
ARTICLE 6. CONTRACT DOCUMENTS.
The Contract Documents which comprise the entire agreement between CITY and CONTRACTOR
concerning the WORK consist of this Contract and the following attachments to this Contract:
•Notice Inviting Bids,
•Bidders Checklist,
•Bid Proposal including the Proposal Forms, Information Required of Bidder, Bid
Bond, and all required certificates and affidavits,
•Performance Bond,
•Payment Bond,
•Standard Specifications,
•Amendments to the Standard Specifications,
•Special Provisions,
•Appendices
•Contract Plans,
•Addenda numbers _____ to _____, inclusive,
•Change Orders which may be delivered or issued after Effective Date of the
Agreement and are not attached hereto.
There are no Contract Documents other than those listed in this Article 6. The Contract Documents
may only be amended by Change Order as provided in Section 1-04.4 of the Standard
Specifications which may be modified by the Special Provisions.
ARTICLE 7. INDEMNIFICATION.
The CONTRACTOR and CITY acknowledge and agree that they have negotiated the following in
accordance with the requirements of RCW 4.24.115 and the CONTRACTOR specifically waives his
immunity under industrial insurance under Title 51 RCW. To the fullest extent permitted by Laws
and Regulations, the CONTRACTOR shall indemnify, defend, and hold harmless the CITY,
ENGINEER, their consultants, subconsultants, and the officers, directors, employees, and agents
of each and any of them, against and from any and all claims, injuries, damages, losses or suits,
including all legal costs and attorney fees, all claims and liability arising under, by reason of, related,
or incidental to the Contract Documents or any performance of the WORK, but not from the sole
negligence or willful misconduct of the CITY and/or the ENGINEER as further defined in the
Contract Documents. The provisions of this section shall survive the termination of the contract.
_____________
Contractor Initials
1 1
City of Bremerton 233-1896-153
Price Road and Brentwood Drive Culvert Replacements I-45 February 2022
Contract Documents Contract
CONTRACT
(Page 3 of 4)
ARTICLE 8. ASSIGNMENT
No assignment by a party hereto of any rights under or interests in the Contract Documents will
be binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation monies that may become due and monies that are due may
not be assigned without such consent (except to the extent that the effect of this restriction may
be limited by law), and unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility
under the Contract Documents. The CITY, in its sole discretion, may refuse to allow the
CONTRACTOR to assign any or all of its duties, rights and/or responsibilities under the
Agreement, except with regards to an assignment of funds for security purposes. In the case of
an assignment for security purposes the CITY may condition its approval to the extent it deems
necessary to assure that there will be adequate funds to complete the WORK and to pay a
subcontractors and suppliers.
ARTICLE 9. THIRD PARTY BENEFICIARY
All parties agree that the State of Washington shall be, and is hereby, named as an express third-
party beneficiary of the contract, with full rights as such.
ARTICLE 10. EQUAL EMPLOYMENT OPPORTUNITY STATEMENT
In the hiring of employees for the performance of work under this Contract, the Contractor, its
subcontractors, or any person acting on behalf of the 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.
ARTICLE 11 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.
_____________
Contractor Initials
City of Bremerton 233-1896-153
Price Road and Brentwood Drive Culvert Replacements I-46 February 2022
Contract Documents Contract
CONTRACT
(Page 4 of 4)
CITY and CONTRACTOR each binds itself, its partners, successors, assigns and legal
representatives to the other party hereto, its partners, successors, assigns and legal representatives
in respect of all covenants, agreements and obligations contained in the Contract Documents.
IN WITNESS WHEREOF, CITY and CONTRACTOR have caused this Agreement to be executed
the day and year first above written.
CITY: City of Bremerton CONTRACTOR:
By By
[CORPORATE SEAL]
Attest Attest
Address for giving notices Address for giving notices
License No.
Approved as to Form:
Agent for service of process:
(Signature)
(Title)
Active Construction, Inc.
5110 River Road E., Tacoma, WA 98443
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Study Session Date: March 23, 2022
Professional Services Agreement with
Murraysmith, Inc. for the Well 9 Site
Redevelopment project
COUNCIL MEETING Date: April 6, 2022
Department: PW&U - Engineering
Presenter: Ned Lever
Phone: (360) 473-2312
SUMMARY:
The Well 9 site is located in Kitsap County off of Central Valley Road. The original well was drilled in
1977. In 2010, the well was taken out of service and determined to not be suitable for future use based
on an evaluation from the City’s hydrogeologist. The City will be drilling a new well at the site. Due to
the steep terrain and confined site, the City is requesting support from a consultant for site design and
permitting in preparation for the new well. The City requested proposals from consultants using the
MRSC Roster and selected Murraysmith. The contract amount is $95,599.
ATTACHMENTS:
1) Professional Services Agreement with Exhibits A, B, and C; 2) Well 9 Location Map
FISCAL IMPACTS (Include Budgeted Amount):
The project is included in the 2022 W ater CIP.
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 between the
City of Bremerton and Murraysmith, Inc. for the Well 9 Site Redevelopment Project in the amount of
$95,599; 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
5H
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Well 9 Site Redevelopment
March 2022
PROFESSIONAL SERVICES AGREEMENT
Well 9 Site Redevelopment
The City of Bremerton (“City”) and Murraysmith, Inc. (“Consultant”), referred to
collectively as the “Parties,” 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 February 28, 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 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 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 $95,599. Consultant’s charges and bills 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.
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
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Well 9 Site Redevelopment
March 2022
City. Consultant and its personnel have no authority to bind the City or to control the City’s
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
City’s administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel.
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, 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
City’s sole negligence, 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
Consultant’s 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
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.
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March 2022
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.
All required policies shall be provided on an “occurrence” basis except professional
liability insurance (if required), which may be provided on a “claims-made” basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the 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.
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
Bremerton/Murraysmith Page 4 of 7
Well 9 Site Redevelopment
March 2022
certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th
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 covered by this Agreement, it shall be the Consultant’s
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 offices in Puyallup, Seattle, and 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
with respect to the project and are the property of the City. Any reuse by the City for other than
the specific purpose intended will be at City’s sole risk.
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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 Puyallup, Seattle, and 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: Angela Hoover Attn: Erika Schuyler
City of Bremerton Murraysmith
345 6th Street, Suite 100 600 University Street, Suite 300
Bremerton, WA 98337-1891 Seattle, WA 98101
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.
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
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Well 9 Site Redevelopment
March 2022
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. Attorneys’ Fees: In the event of litigation to enforce any of the terms or provisions
herein, each party shall pay all its own costs and attorney’s fees.
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)
days of the terminating Party’s sending notice to the non-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.
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,
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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 MURRAYSMITH
By: By:
Print Name: Greg Wheeler Print Name: Erika Schuyler
Its: Mayor Its: Regional Manager
Date: Date:
APPROVED AS TO FORM: ATTEST:
By: By:
Kylie J. Finnell, Bremerton City Attorney Angela Hoover, City Clerk
City of Bremerton MURRAYSMITH Well 9 – Demolition and Grading Design
February 28, 2022 1
EXHIBIT A
SCOPE OF SERVICES
WELL 9 SITE PREPARATION, DEMOLITION AND GRADING
DESIGN
CITY OF BREMERTON
Background
The City of Bremerton (City) is replacing the existing Well 9 due to well inadequacies and to
increase well capacity. The existing well is not in operation. The new well is anticipated to be
located south of the existing well at the current site.
Prior to drilling the new well, some of the existing site features will need to be demolished and the
site regraded to accommodate access to the new well location. The City asked Murraysmith
(Consultant) to provide a scope of services for developing demolition and grading drawings, and
developing permit applications for the work. Consultant’s team includes:
▪ Grette: Environmental and permitting services
▪ Robinson-Noble: Geotechnical services
▪ Robinson-Noble: Hydrogeological services (under separate contract with City)
Robinson-Noble will perform hydrogeological services for the City under a separate contract.
Murraysmith will coordinate with Robinson-Noble to prepare the complete set of bid documents
to include site preparation, grading, and well drilling.
Scope of Services
Consultant to perform the following services.
Task 1 - Project Management
Objective
Provide overall leadership and team strategic guidance aligned with City staff objectives.
Coordinate, monitor, and control the project resources to meet the technical, communication,
and contractual obligations required for developing and implementing the project scope.
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Activities
1.1 Invoices/Status Reports
Prepare monthly invoices, including expenditures by task, hours worked by project personnel, and
other direct expenses with the associated backup documentation. Monthly status reports to
accompany each invoice and include comparisons of monthly expenditures and cumulative
charges to budget by task.
Task Deliverables
▪Monthly invoice and status report covering:
o Work on the project performed during the previous month
o Problems encountered and actions taken for their resolution
o Potential impacts to submittal dates, budget shortfalls or optional services
o Issues requiring project team action
Assumptions
▪Notice to Proceed will be given around April 4th.
▪Project duration will be five (5) months; therefore, it is assumed that there will be up to
five (5) progress payments/status reports.
Task 2 – Design Development
Objective
Use existing survey to develop and produce 30%, 90%, and final design drawings and specifications
for demolishing and grading the site in preparation for drilling the new well. Robinson-Noble,
under a separate contract with the City, will prepare will drilling specifications and details as
necessary. The well drilling specifications and details will be integrated into the bid documents.
Activities
2.1 Management and Coordination of Staff and Subconsultants
Manage and coordinate the technical and scope issues of the overall project. Conduct progress
meetings. Coordinate with the owner to communicate the status of the project with status
reports. Prepare Health and Safety Plan (HASP).
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2.2 Meetings
Prepare for and attend four (4) virtual meetings: a kickoff meeting, a site access and layout review
meeting, a 30% review meeting, and a 90% review meeting. Each meeting is anticipated to last
one (1) hour.
2.3 30% Design Development
For this submittal, prepare 30% drawings that includes two (2) sheets: a demolition plan and a site
survey and grading plan. Prepare a 30% cost opinion.
Perform a geotechnical survey including one (1) boring. Prepare draft geotechnical report.
Coordinate with Robinson-Noble and integrate well drilling and grading drawings and
specifications.
2.4 90% Design Development
Incorporate City 30% comments into the 90% drawings. The drawing list for the 90% submittal is
anticipated to be:
1.Cover Sheet
2.General Notes/Abbreviations/Legends
3.Demolition Plan
4.TESC Notes and Details
5.Site Survey, TESC, and Grading Plan
6.Retaining Wall Details
7.Restoration Plan
Coordinate with Robinson-Noble to integrate their well drilling documents with Murraysmith’s
drawings and specifications. Prepare a 90% cost opinion. Prepare final geotechnical report.
2.5 Final Design Development
Incorporate City 90% comments the final drawings and specifications. Prepare final cost opinion.
Final integration of Robinson-Noble’s well drilling documents with Murraysmith’s demolition/site
grading documents.
Task Deliverables
▪PDF and Excel file(s) of 30%, 90%, and final drawings and cost opinion
▪Meeting agendas, minutes, and response spreadsheet for each comment
Assumptions
▪All meetings will be virtual.
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▪City review period is two (2) weeks.
▪Murraysmith CAD standards will be used to develop drawings.
▪Specifications will be in WSDOT format.
▪Front end specifications will be provided by the City.
▪Robinson-Noble, under a separate contract with the City, will prepare well drilling
specifications and details that will be provided to Murraysmith for integration into the bid
documents.
▪Retaining walls greater than four (4) feet in height will be required and will be mechanically
stabilized earth walls.
Task 3 – Permitting
Objective
Obtain environmental permit for the likely removal of trees and construction permit for the
demolition and grading of the site. Permitting associated with the new and existing wells is not
included in this Scope of Services.
Activities
3.1 Environmental Permitting
Conduct an environmental study for the area being affected by the grading drawings. Included in
this study is the effect of drilling access. Identification of drilling fluid discharge location is NOT
included in this Scope of Services. A Critical Areas Report and SEPA Checklist will be prepared as
part of this subtask.
3.2 Construction Permitting
Coordinate and submit demolition and grading permit applications associated with the project.
Task Deliverables
▪SEPA Checklist
▪Critical Areas Report
▪Building permit for retaining walls
▪Demolition and Grading Design permit applications
Assumptions
▪Murraysmith will submit/apply for and obtain the following permits with Kitsap County:
o SEPA checklist for environmental review/determination
o Building (retaining wall)
o Demolition
o Grading
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▪The City will reimburse Murraysmith for any permit fees based on invoices from the
management Reserve.
▪An HPA is not required for this project.
Task 4 – Management Reserve
Objective
Management Reserve will consist of a specified amount withheld for management control
purposes to address unknowns within the scope of the project. This task will only be used upon
written authorization of the Owner. Though the City has a separate contract with Robinson-Noble
for hydrogeology services, the City may elect to allocate funds for hydrogeology services from
Robinson-Noble from this task (use the same billing rate as the City rate contract).
Activities
4.1 Management Reserves
Perform tasks as requested and authorized by the City.
Task Deliverables
▪As requested by the City.
Assumptions
▪No work can be performed under this Task without written authorization from the City.
Budget
Payment will be made at the Billing rates for personnel working directly on the project, which will
be made at the Consultant’s Hourly Rates, plus Direct Expenses incurred. Billing rates are as shown
in Attachment 1. Subconsultants, when required by the Consultant, will be charged at actual costs
plus a 10 percent fee to cover administration and overhead. Direct expenses will be paid at the
rates shown below. The initial estimated maximum total fee to be invoiced under this Agreement
is $83,100, which shall not be exceeded without written authorization from the City of Bremerton.
A breakdown of the costs by tasks is included as Attachment 2.
Direct Expenses
Expenses incurred in-house that are directly attributable to the project will be invoiced at actual
cost. These expenses include the following.
Computer Aided Design and Drafting $18.00/hour
GIS and Hydraulic Modeling $10.00/hour
City of Bremerton MURRAYSMITH Well 9 – Demolition and Grading Design
February 28, 2022 6
G:\PDX_BD\Clients\Bremerton, City of\Well 9 Replacement\Scoping\2022-03-04_SOW_City of Bremerton Well 9.docx
Mileage Current IRS Rate
Postage and Delivery Services At Cost
Printing and Reproduction At Cost
Travel, Lodging and Subsistence At Cost
SCOPE OF WORK
City of Bremerton Well #9 Replacement
The City of Bremerton is proposing to replace a municipal water source (Well #9) in the vicinity
of the existing well. Grette Associates will be conducting the natural resources and permitting
activities for this Project. This Scope is for Grette Associates to conduct site investigations,
prepare permitting documents and conduct project management.
Project Evaluation and Management
Technical Support and Project description prepared in coordination with Project Engineers. This
task assumes that team meeting(s) will be completed remotely.
$2,000.00
Site Review and Delineations
Grette will conduct a site visit to identify critical areas within 300 feet of the pump station site.
Critical area locations will be documented using a dGPS.
$2,500.00
SEPA
This Project may qualify for a categorical exemption, this cost assumes a brief SEPA checklist.
$5,600.00
Critical Areas
Grette will provide a critical areas report addressing the locations of any areas of concern.
$5,900.00
Fish and Wildlife Coordination/Management Plan
This task is intended to be a reserve to provide additional permit support in the event
unavoidable impacts to critical areas or their buffers occur. This task is limited to the preparation
of a management plan to address those impacts. Includes labor for discussions with WDFW. No
HPA is expected to be required for this Project.
$5,900.00
PART OF EXHIBIT A
GRETTE ASSOCIATES
SCOPE OF WORK FOR ENVIRONMENTAL PERMITTING (1 page)
PART OF EXHIBIT A
ROBINSON NOBLE
SCOPE OF WORK FOR
GEOTECHNICAL SERVICES (3 pages)
Prepare a retaining wall design and construction details
Retaining Wall Design
EXHIBIT B
PROJECT SCHEDULE
Well 9
City of Bremerton
PROPOSED FEE ESTIMATE
LABOR CLASSIFICATION (HOURS)
Principal Engineer
VI
Principal
Engineer IV
Professional
Engineer IX
Engineering
Designer III Technician IV
Administrative
III Administrative I Hours Labor
Robinson
Noble Grette
Subconsultant
Multiplier
% Markup
Subconsultant Total with
Markup Expenses
CADD Units
$18/hr GIS Units $10/hr Total
$306 $250 $209 $129 $124 $120 $89
SchuylerS Nutter Cunningham Poland Featherstone DeHaven Wall
$97.00 $79.33 $66.20 $40.87 $39.25 $38.00
Task 1 - Project Management
Task 1.1 - Invoices/Status Report 1 3 5 8 17 2,532$ 1.1 -$ -$ -$ -$ 2,532$
Task 1 Subtotal 1 0 3 5 0 8 0 17 2,532$ -$ -$ -$ -$ -$ -$ 2,532$
Task 2 - Design Development
Task 2.1 - Management and Coordination of Staff and Subconsultants 4 4 8 1,349$ 1.1 -$ -$ -$ -$ 1,349$
Task 2.2 - Meetings 8 8 8 24 4,697$ 1.1 -$ -$ -$ -$ 4,697$
Task 2.3 - 30% Design Devlopment 2 8 8 24 24 66 10,336$ 10,650$ 1.1 11,715$ -$ 432$ -$ 22,483$
Task 2.4 - 90% Design Development 2 8 12 32 24 4 82 12,557$ 1.1 -$ -$ 432$ -$ 12,989$
Task 2.5 - Final Design Development 2 4 8 16 8 4 42 6,685$ 1.1 -$ -$ 144$ -$ 6,829$
Task 2 Subtotal 6 28 40 84 56 0 8 222 35,624$ 10,650$ -$ 11,715$ -$ 1,008$ -$ 48,347$
Task 3 - Permitting
Task 3.1 - Environmental Permitting 4 2 4 10 1,932$ 21,900$ 1.1 24,090$ -$ -$ -$ 26,022$
Task 3.2 - Construction Permitting 4 8 8 20 3,698$ 1.1 -$ -$ -$ -$ 3,698$
Task 3 Subtotal 0 8 10 12 0 0 0 30 5,629$ -$ 21,900$ 24,090$ -$ -$ -$ 29,719$
Task 4 - Management Reserve
Task 4.1 - Management Reserve 0 -$ 1.1 -$ 15,000$ -$ -$ 15,000$
Task 4 Subtotal 0 0 0 0 0 0 0 0 -$ -$ -$ -$ 15,000$ -$ -$ 15,000$
TOTAL - ALL TASKS 7 36 53 101 56 8 8 269 43,786$ 10,650$ 21,900$ 35,805$ 15,000$ 1,008$ -$ 95,599$
Staff Name
Subconsultants
Client
Month Year
G:\PDX_BD\Clients\Bremerton, City of\Well 9 Replacement\Scoping\Bremerton Well 9 Fee Estimate - 2022 Rates
Murraysmith
Project Name
Page 1
EXHIBIT C - FEES
Well 9 Location Map
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Confirm Appointment of Kirstie
Haertel to the Bremerton Citizen’s
Commission on Council Salaries
Study Session Date: March 23, 2022
COUNCIL MEETING Date: April 6, 2022
Department: Executive
Presenter: Mayor Wheeler
Phone: (360) 473-5266
SUMMARY: The Mayor is seeking confirmation of the appointment of Kirstie Haertel to the
Bremerton Citizen’s Commission on Council Salaries. This is a three-year term which will expire on
April 7, 2025.
ATTACHMENTS: Application to the committee is available in the Mayor’s Office.
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 confirm the appointment of Kirstie Haertel to the Bremerton Citizen’s Commission on Council
Salaries with a term expiring on April 7, 2025.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/02/2018
5I
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Confirm Reappointment of
Deborah McDaniel to the Bremerton
Citizen’s Commission on Council Salaries
Study Session Date: March 23, 2022
COUNCIL MEETING Date: April 6, 2022
Department: Executive
Presenter: Mayor Wheeler
Phone: (360) 473-5266
SUMMARY: The Mayor is seeking confirmation of the reappointment of Deborah McDaniel to the
Bremerton Citizen’s Commission on Council Salaries. This is a three-year term which will expire on
April 7, 2025.
ATTACHMENTS: Application to the committee is available in the Mayor’s Office.
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 confirm the reappointment of Deborah McDaniel to the Bremerton Citizen’s Commission on
Council Salaries with a term expiring on April 7, 2025.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/02/2018
5J
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Approval of the Collective
Bargaining Agreement Between the City of
Bremerton and the International Association
of Firefighters Local 437; and related Budget
Amendment
Study Session Date: March 23, 2022
COUNCIL MEETING Date: April 6, 2022
Department: Legal – HR
Presenter: Dan Swedlow
Phone: (360) 473-5926
SUMMARY: Pursuant to RCW 41.56, negotiations have concluded between representatives of the
City and the International Association of Firefighters Local 437 (IAFF) resulting in the attached
Collective Bargaining Agreement for 2022 through 2024. The agreement includes a 5% wage
adjustment for 2022, an increase of 100% Seattle/Tacoma/Bellevue CPI-W June to June (Min. 2.0 –
Max 4.0) for 2023 and 2024. The Collective Bargaining Agreement has been ratified by the IAFF
membership. Council approval is required to implement this agreement.
ATTACHMENTS: Collective Bargaining Agreement between the City of Bremerton and the
International Association of Firefighters Local 437
FISCAL IMPACTS (Include Budgeted Amount): The projected additional cost of implementing this
Collective Bargaining Agreement for 2022 is $341,710.
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve the Collective Bargaining Agreement between the City of Bremerton and the
International Association of Firefighters Local 437, and to authorize a budget adjustment in the
amount of $341,710, and further authorize the Mayor to finalize and execute the Collective
Bargaining Agreement with substantially the same terms and conditions as presented.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/02/2018
5K
CITY Of BREMERTON
ARTICLE3 UNION DUES
3 .1 DUES DEDUCTIONS: The City will deduct monthly Union dues and initiation fees from the pay
of those employees covered by this Agreement. Where laws require written authorization of the
employee, the same shall be furnished in the form required by payroll. No deduction shall be made
which is prohibited by applicable law. The City fmiher agrees to make deductions for special union
assessments one (1) time per calendar year from bargaining unit members at no cost to the union
for administering such assessment. The City will transmit the total amount of deductions to the
Union monthly. The union shall refund to the City any amounts paid to it in error upon written
notification from the City.
3.2 DURATION OF AUTHORIZATION: Written employee authorizations will remain in effect
during the term of this Agreement unless an employee revokes authorization by providing written
notice to the City and/or the Union.
3.4 INDEMNIFICATION: The Union shall indemnify, defend, and hold the City harmless from any
and all liability, claims, and suits initiated against the City resulting from the administration of this
Article.
3.5 UNION NOTIFICATION: Within thitiy (30) days or as soon as possible from the date of hire of
a new eligible employee, the City shall forward to the Union the name, address, and telephone
number of the new employee. The City shall promptly notify the Union of any Union employee
leaving its employment.
ARTICLE4 UNION ACCESS
4.1 CONDUCT OF UNION BUSINESS: Union business, such as handling grievances and other
legitimate routine matters, may be conducted on Fire Depaiiment premises, provided that such
business does not interfere with Fire Department operations and is authorized by the Fire Chief.
Scheduled Union meetings may be held in Fire Depaiiment facilities provided that such meetings
do not interfere with Fire Department operations.
4.2 UNION REPRESENTATIVES: The Union shall provide written notice to the City of the names
of the officials authorized to represent the Union immediately upon their election or appointment.
The City will provide reasonable access to City premises to such authorized representatives for the
purpose of handling grievances and other legitimate Union business, subject to the conditions of
Article 4.1, provided that such access does not interfere with the work and duties of Union
employee representatives or other on-duty employees.
4.3. UNION REPRESENTATIVES RELEASE TIME: A Union member in the bargaining unit will
be granted leave time while attending Union associated conventions, seminars, meetings, provided
( 1)he or she notifies the Chief or his/her designee in writing at least forty-eight ( 48) hours prior to
the time off, (2) the Fire Chief or his/her designee determines it has sufficient employees available
to staff the department during this time off, and (3) an employee called in to replace another
employee, who is off on Union business, will receive straight time and/or overtime pay as required
by this agreement. A Union member who has been granted leave to attend Union business may
use any accumulated compensatory or annual leave in his/her bank for this time off.
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January I, 2022 to December 31, 2024
Page 4 of 43
4.3.1 UNION LEAVE BANK: Each member of the bargaining unit shall be assessed five (5)
hours of compensatory leave ( exempt or non-exempt) or accrued annual vacation leave on
March 1st of each calendar year for the purpose of establishing and maintaining a union
leave bank. The leave shall be deducted automatically from the employee's vacation bank.
The union leave bank may be used by any member of the bargaining unit with prior written
approval of the Union President, Vice President or their specified designee. The category
of leave donated will be at the discretion of each member. This union leave bank may be
used for any activity consistent with the lawful purposes of the union.
•Union leave must be approved by the President, Vice President, or in their absence,
a specified designee;
•Union leave may be used in any increment;
•Union leave must be applied for 14 hours in advance of the leave taking place;
•Union leave will be charged at straight time for the first two employees that the
Union has utilizing union leave or time and one-half for any over two that cause
overtime.
•Union leave will be guaranteed, even if it is not otherwise eligible, under Articles
8.3, 8.5 or 8.7 of this agreement.
The City shall produce a statement of all union leave expended upon request.
4.4. UNION BULLETIN BOARDS: The City will permit the Union to place one (1) bulletin board
for Union use at a designated location at each fire station. No materials shall be posted except
notices of meetings and elections, results of elections, changes in Union bylaws, notices of
employee social occasions and similar Union notices, letters, and memoranda. The City shall
provide a designated, mutually agreeable accessible and convenient location for installation of
bulletin boards at each fire station. The Union will purchase uniform, jointly specified bulletin
boards for each station. The bulletin boards will be for the exclusive use of the Union. Only those
items specifically approved by the Union will be posted.
ARTICLE 5 WAGES
5 .1 Effective January 1, 2022, wages shall be as identified in Appendix A, which reflects an increase
of 5% over 2021 rates.
5.2 Effective January 1, 2023, wages shall be as identified in Appendix A, which reflects an increase
of 100% Seattle/Tacoma/Bellevue CPI-W June to June (Min. 2.0-Max 4.0) over 2022 rates.
5 .3 Effective January 1, 2024, wages shall be as identified in Appendix A, which reflects an increase
100% Seattle/Tacoma/Bellevue CPI-W June to June (Min. 2.0 -Max 4.0) over 2023 rates.
5.4 When applicable, the CPI-W is applied to semi-monthly Firefighter pay at 100% (step 5). Step
percentage and differential pay rates are calculated from said Firefighter 100% rate after annual
CPI-W is applied. CPI-W will be calculated out to three (3) decimal places. Longevity pay rates
are calculated from the base differential rate at 100%. Published hourly wages are estimates and
BARGAINING
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January I, 2022 to December 31, 2024
Page 5 of 43
actuals may vary (due to penny rounding) and will be calculated by the City payroll software
system.
5.5 PAY DIFFERENTIALS:
Pav Differential
Paramedic Trainee
Firefighter @ Step 1
Firefighter @ Step 2
Firefighter @ Step 3
Firefighter @ Step 4
Firefighter @ Step 5
Firefighter/Ladder Truck & Rescue Boat Operator
FF Mechanic or SCBA
Firefighter Paramedic
FF/Paramedic Continuous 10+ yrs
FF/Fire Prevention
Lieutenant
Captain -Station
Fire Marshal
Medical Officer -Captain
Battalion Chief -Training
Battalion Chief -Shift
Shift
60%
70%
75%
85%
90%
100%
102%
104%
112.5%
115%
-
115%
124%
-
124%
-
136%
Non-
Shift
I -I -I -I -I -I I -I -I -I 115% I 121%I -I 130%I 130%l 142%
-
Appendix "A" for Firefighter/Paramedic includes a sixth (61h) step. To be eligible for this step the
employee must have completed ten ( 10) years continuous service as a Firefighter/Paramedic with
the City. The sixth step will be set at one hundred fifteen percent (115%) of top Step Firefighter
5.6 The longevity schedule for members of the bargaining unit shall be as follows:
Completion of 5 years in service
Completion of 10 years in service
Completion of 15 years in service
Completion of 20 years in service
Completion of 25 years in service
Completion of 30 years in service
1.25%
2.5%
3.75%
5%
6.5%
8%
5. 7 Advancement through the pay rates from the First Step through the Final Step or the pay range will
occur upon completion of the prescribed number of full year(s) of continuous employment since
the employee's last pay placement, provided, however that the employee's overall rating on his/her
annual evaluation "Meets Expectations" or "Exceeds Expectations". The City may withhold a step
increase for work performance that does not "meet expectations". A step increase may be withheld
for a maximum of twelve (12) months, during which time the employee will receive monthly
evaluations. The employee's immediate supervisor will notify the employee in writing of expected
failure to meet expectations at least thirty (30) days prior to the due date of the work performance
COLLECTIVE BARGAINING AGREEMENT
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January I, 2022 to December 31, 2024
Page 6 of 43
5.14 Acting Officers/Lieutenant/PM Compensation:
0 through 1 hour
After 1 hour through 4 hours
After 4 hours through 12
After 12 through 24 hours
No Compensation
1 hour of overtime
2 hours of overtime
2.5 hours of overtime
In no case shall there be more than 2.5 hours of overtime per Acting Officer position. In the event
of a split between two (2) employees, the maximum ove1iime paid shall be three and one-half (3 .5)
hours.
5 .15 All newly hired employees will utilize automatic deposit of their paychecks during their term of
employment with the City.
5.16 DEFERRED COMPENSATION
5.16.1 The City shall match the payroll deduction of any written request by an employee covered
by this Agreement in an amount not to exceed five-point five percent (5.5%) of salary.
5.16.2 LEOFF II bargaining unit members who are a minimum of 45 years of age and have
completed 15 or more years of service with the City will no longer be required to make a
matching contribution and may elect to have all or part of the City's maximum contribution
converted into longevity in lieu of Deferred Compensation.
5.16.3 CONVERSION TO LONGEVITY: Employees may elect, by notifying the City in
writing, that they wish to conve1i all or a po1iion of the City's contribution to their deferred
compensation to longevity. Such conversion shall only be permitted in quarter percent
(1/4%) increments. Once an employee has selected to make the conversion from deferred
compensation to longevity, they will not be permitted to make any changes whatsoever to
the percentage conveiied, for a full 12-month period.
5 .17 EDUCATION INCENTIVE: Eligible employees shall be entitled to receive, in addition to their
monthly salary, Education Incentive as follows:
•1 % of base pay per month for Associates Degree
•2% of base pay per month for Bachelor's Degree
Degrees shall be documented through official transcripts from accredited colleges
or universities.
Educational Incentive pay shall not be cumulative, and it shall be the
responsibility of the employee requesting educational incentive pay to provide the
City with certified transcripts of his/her hours earned and/or degree(s) awarded.
Educational Incentive shall be paid to the employee beginning the next pay period
following receipt of the documentation and shall not be retroactive.
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437 Januaiy I, 2022 to December 31, 2024
Page 8 of 43
Employees in probationary status shall not be eligible for educational incentive pay.
5.18 LADDER TRUCK & RESCUE BOAT OPERATOR PAY: There shall be nine (9) Fire
Department employees assigned to operate the ladder truck and the rescue boat. The employees
assigned to operate the ladder truck and rescue boat shall have 2% added to the base wages as listed
at the Operators pay rate listed in Appendix A for the duration of the assignment.
ARTICLE 6 HOURS OF WORK
6.1 NORMAL HOURS OF WORK-SHIFT PERSONNEL: Pursuant to Section 207(k) of the
FLSA, the work period for shift personnel is 27 days, which is equivalent to 204 hours. The normal
work hours for shift personnel shall be an average of 49.39 hours per week for an average yearly
total of 2,568 hours.
6.2 NORMAL HOURS OF WORK-NON-SHIFT PERSONNEL: The normal hours of work for
non-shift personnel shall be 40 hours per week. Employees may work an alternate work schedule
with mutual agreement between the employee and the Fire Chief.
6.3 SHIFT WORK SCHEDULES: Pursuant to section 201 (k) ofFSLA, the City of
Bremerton and the Union have established a twenty-seven (27) day work period for shift
personnel, which is equivalent to 204 hours. The normal work hours for shift personnel
shall be an average of 49.39 hours per week for an average yearly total of 2568 hours.
On or about January 1st of each year, the Fire Chief shall assign shift personnel to one of
three shifts: A, B, C. A shift assignment for an employee shall be worked as follows:
•One (1) shift (24 hours)on duty followed by three (3) shifts (72 hours)off duty.
•Two (2) shifts (48hours) on duty followed by three (3) shifts (72 hours)off duty.
•This pattern shall repeat itself throughout the calendar year. Every eighth (8th)
scheduled shift (24 hours) shall be off-duty Kelly day.
•Shift hours begin at 0800 and end at 0800 hours each day.
6.3 .1 Employees who are in a leave without pay status for an entire pay period are not entitled
to receive pay for Kelly days during that pay period.
6.4 BEGINNING OF YEAR TRANSFERS: The Fire Chief may transfer as many employees as the
Chief deems appropriate from one shift or non-shift assignment to another at the beginning of each
calendar year. The Chief shall provide fifteen (15) days' notice of all such transfers.
6.5 MID-YEAR TRANSFERS: During the calendar year, the Fire Chief may transfer each non
probationary employee once from one shift or non-shift assignment to another as a permanent
assignment or may transfer each non-probationary employee once on a temporary basis to another
shift or non-shift assignment and subsequently return the employee to his or her original
assignment. The Fire Chief shall provide reasonable prior notice to a transferred employee,
provided that emergency transfers shall be accomplished with such prior notice as is feasible under
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437 January I, 2022 to December 31, 2024
Page 9 of 43
NON-SHIFT EMPLOYEES SHIFT EMPLOYEES
Years of VL Hrs Annual Holidays Total VL Hrs Annual Holidays Total
Service Earned per Accrual Earned earned per Accrual Earned
pay pay
Non-shift Shift
employees employees
Hire-5 yrs. 4.375 hrs 105 hours 96 hours 201 hours 6.099 hours 146 hours 96 hours 242 hours
6th _ 10th yr.
11th_ 15t11 yr.
16th-20th vr.
2151 yrs or>
6.166 hrs
7.333 hrs
8.600 hrs
8.917 hrs.
148 hours 96 hours
176 hours 96 ours
206 hours 96 hours
214 hours 96 hours
244 hours 8.416 hours 202 hours 96 hours 298 hours
272 hours 10.266 hours 246 hours 96 hours 342 hours
302 hours 12.040 hours 289 hours 96 hours 385 hours
310 hours 13. 000 hours 312 hours 96 hours 408 hours
8.2 VACATION ELIGIBILITY: An employee becomes eligible to take accrued vacation leave upon
completion of six (6) months of continuous employment. In the event an employee resigns or is
discharged prior to the completion of six (6) full month of employment, any accrued vacation leave
shall be forfeited. Vacation leave must be fully accrued prior to the time an employee utilizes any
vacation leave. Hours earned during a pay period are not available to use until the following pay
period.
8.3 VACATION SCHEDULING: Annual vacation leave shall be authorized by the Fire Chief or the
Chiefs designee. Non-shift personnel shall schedule vacation leave by mutual agreement of the
employee and the Fire Chief or the Chiefs designee. Shift employees shall select their vacation
choices by seniority within shift assignment and through application of the following rules:
8.4 MINIMUM VACATION LEAVE REQUEST -SCHEDULED VACATION: Scheduled
vacation leave shall be taken in a minimum of an eight (8) hour block for the first eight (8) hours
of vacation leave scheduled; thereafter, it shall be taken in minimum increments of one-half (1/2)
hour.
8.5 MINIMUM VACATION REQUESTS-SAME DAY REQUESTS: After the 1 st hour, "Same
day" vacation leave shall be recorded as actual time taken. Full shift requests shall have priority
over pm1ial shift requests for same day vacation leave. All on-duty personnel will be notified prior
to granting same day vacation. Employees at or above the maximum vacation balance will have
first priority. If multiple employees have the maximum vacation hours, all shall be selected by
lottery. If no members are at the maximum hours, all shall be selected by lottery.
The Fire Chief can deny requests for same day vacation for the following reasons:
•When the shift is at a minimum staffing level;
•FGS training, Tech Rescue training, Rescue Swimmer training, Quarterly MCO's, and
any other training that the union and employer mutually agree to add to this list;
•For City events including but not limited to Brewfest, Armed Forces Parade, Bridge
Blast, the Blackberry Festival, and any other events that the union and the employer
mutually agree to add to this list;
•For days that consistently require heavy staffing including but not limited to July 4°1 ,
New Year's Eve, and any other days that the union and the employer mutually agree to
add to this list; and
•for severe weather events.
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January I, 2022 to December 3 I, 2024
Page 15 of43
in January. Employees will be required to submit a written request to the Fire Chief for vacation
pay out specifying the reason(s) for which they have been unable to take vacation leave in order to
reduce their balance to the maximum allowable carryover. An employee whose accrued vacation
leave exceeds the maximum carryover balance plus 36 hours at the end of the calendar year because
he/she failed to timely request vacation leave, or waited until October 1st or later to request adequate
vacation leave to reduce his/her balance to the maximum allowable, shall have any excess leave
scheduled by the Chief or his/her designee with 72 hours advance notice, within the months of
January, February or March of the following calendar year.
8.11 SCHEDULE CHANGE BALANCE ADJUSTMENT:
8.11.1 NON-SIDFT TO SIDFT: In the event an employee's normal hours of work are changed
from a non-shift schedule to a shift schedule, the employee's accrued vacation hours upon
the date of change shall be increased as follows: Accrued Hours X 1.313 = Employee's
accrued vacation hours balance.
8.11.2 SHIFT TO NON-SIDFT: In the event an employee's normal hours of work are changed
from a shift schedule to a non-shift schedule, the employee's vacation hours upon the date
of change shall be decreased as follows: Accrued Hours X 0.762 = Employee's Vacation
Balance.
8.12 VACATION BUY-BACK: Upon the approval of the Fire Chief, an employee may receive cash
compensation at the employee's straight time hourly rate for any accrued and unused vacation time.
Requests for payment shall be made in writing to the Fire Chief during the 1st half of each year
(January pt through June 3ot11), and will be paid out equally (divide the numbers of hours by the
number of employees that put in for pay out) on the pay period ending July 15th.
8.13 VACATION PAY-OUT: Upon the retirement or termination of an employee who has served six
(6)continuous full months of employment or more, or upon the date of an employee's disability
retirement, the accrued vacation leave of such employee will be paid to the employee in a cash
lump sum payment. Employees will not be able to cash out more than the max allowable carryover
from the previous year plus what was earned in the current calendar year.
8.14 Employees on leave without pay status for an entire pay period shall not accrue vacation leave.
ARTICLE9 HOLIDAYS
9 .1 HOLIDAYS OBSERVED: The following holidays shall be observed by the City:
New Year's Day
Martin Luther King's Birthday
President's Day
Memorial Day
Juneteenth
Independence Day
Labor Day
Veteran's Day
Thanksgiving Day
Day After Thanksgiving
Christmas
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January I, 2022 to December 31, 2024
Page 17 of43
9.2 OTHER HOLIDAYS: In addition, any other holiday proclaimed by the federal or state
government, provided that the City takes official action to have such holiday also observed by the
City.
9.3 FLOATING HOLIDAY: Each non-shift employee shall be allowed one (1) additional holiday to
be observed by the employee on a day mutually agreeable to the employee and the Fire Chief.
9.4 HOLIDAY COMPENSATION -NON-SIDFT PERSONNEL: Non-shift personnel shall
receive eight (8) hours of time off with pay for each holiday observed by the City and for a floating
holiday for each employee's choice. If a holiday observed by the City falls on a Saturday, the
holiday will be observed on the preceding Friday. If a holiday falls on a Sunday, the holiday will
be observed on the following Monday.
9.5 HOLIDAY COMPENSATION -SHIFT PERSONNEL: Shift personnel shall receive 4 hours
added to their vacation leave accrual rate per pay period in lieu of all holidays. Accumulation and
taking time off in lieu of holidays shall be accomplished in accordance with the vacation leave
provisions set forth in Article 8.
9.6 In lieu of additional compensation for those employees scheduled to work on New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas, the following will
apply: The City will pay 24 hours of straight time at the employee's current pay band as listed in
Appendix A; provided that the employee is on the payroll on 10/3 1 of the year, and has been
working a 24 hour shift position for six (6) months during that calendar year. The 24 hours' pay
will be paid on the pay period ending October 31st each year. New employees attending the Fire
Academy shall be considered shift employees for this benefit.
9.7 The City will pay all shift bargaining unit members an additional 24 hours of straight time at the
employee's current pay band as listed in Appendix A paid on the pay period ending November 3ot11,
in lieu of a reduction in hours, subject to the same terms and conditions as outlined in section 9.6.
ARTICLE 10 SICK LEA VE AND INDUSTRIAL DISABILITY
10.1 SICKLEAVE ACCRUAL:
10.1.1 NON-SHIFT EMPLOYEES' COLLECTIVELY BARGAINED ACCRUAL:
Non-shift employees shall accrue sick leave time with pay at the rate of 2.1667
hours for each regularly scheduled pay period. The max annual accrual of
collectively bargained sick leave is 52.0008.
10.1.2 NON-SHIFT EMPLOYEES' ACCRUAL REQUIRED BY WASHINGTON
STATE PAID SICK LEAVE LAW: Non-shift employees shall accrue sick leave
time with pay at the rate of 1.8333 hours for each regularly scheduled pay period.
The max annual accrual of Washington state paid sick leave is 43.9992.
10.1.3 SHIFT EMPLOYEES' COLLECTIVELY BARGAINED ACCRUAL: The
annual accrual for shift personnel will be 5.3250 hours per pay period. New
COLLECTIVE BARGAINING AGREEMENT
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January 1, 2022 to December 31, 2024
Page 18 of 43
requirements set forth in this subsection have been met, if so, shall approve the employee's
request for donations of vacation leave.
10.2.3 NOTIFICATION: Upon approval by the Mayor, all City employees shall be notified of
the approved request for donation of leave.
10.2.4 CONDITIONS OF DONATION: An employee who has been employed for at least six
(6)months who desires to donate accrued vacation leave to a requesting employee will do
so as a free and voluntary act and no duress or coercion shall be placed upon an employee
to make such donation of his/her accrued vacation leave. Employees who are utilizing
donated leave to cover their own absences may not donate leave to another employee until
such time as they have returned to their normal schedule, and any excess donations made
to them have been returned pursuant to 10.2.6 below. An employee who desires to donate
vacation leave shall complete a Donation of Vacation Leave Form and submit it to his/her
Department Head. The donated vacation leave will be transferred to the requesting
employee's sick leave balance with the next payroll report. Forms will be date stamped
and all time donated shall be in full hour increments and shall be credited to the employee
on an hour-for-hour basis. A monthly update of the condition of the employee by the
attending primary medical doctor shall be required and furnished to the Department Head.
I 0.2.4.1 LEA VE ACCRUED FROM DONATED LEA VE: Any leave accrued will be
used first each pay period before the balance is deducted from the donated leave.
10.2.5 USE OF DONATED VACATION LEAVE: An employee who has received donated
vacation leave will be able to use the sick leave in the same manner as if he or she had
personally accrued the leave, provided that the use of the sick leave is in conformance with
the provisions of this Article.
10.2.6 RETURN OF EXCESS LEAVE DONATIONS: In the event of excess donations
received but not used due to early recovery, resignation, retirement or death, all donations
received but not utilized shall be returned to the donating employee(s) based on the
proportion of hours that employee donated in relation to the total hours donated by all
employees ( e.g. an employee who donates 50 hours of 450 hours total donated shall be
credited with 50/450ths of the hours not utilized). Such returned leave shall be reflected
in the appropriate leave balance as soon as possible. Time donated for this purpose will
not be considered as time used during the donor's performance rating period.
10.3 MAXIMUM SICK LEA VE CARRY OVER (COLLECTIVELY BARGAINED):
10.3 .1 NON-SHIFT EMPLOYEES: Non-shift personnel shall be allowed to carry over sick
leave up to a maximum of one thousand one hundred twenty-six ( 1126) hours.
10.3.2 SHIFT EMPLOYEES: Shift personnel shall be allowed to carry over sick leave up to a
maximum of thirteen hundred and ninety (1390) hours.
10.4 MAXIMUM SICK LEAVE CARRY OVER (WASHINGTON STATE PAID SICK LEAVE
LAW)
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January I, 2022 to December 31, 2024
Page 20 of 43
paid to the employee at the employee's regular hourly wage rate in effect at the time of
retirement.
10.6.3 The City agrees to allow LEOFF II members of the bargaining unit to participate in the
Washington State Council of Fire Fighters Medical Expense Reimbursement Plan (WSCFF
MERP) and contribute $75.00 per month through a payroll deduction the first (Pt)
paycheck of each month.
10.6.3 .1 Upon the retirement of a LEO FF II bargaining unit employee, the City shall remit
the following to the WSCFF MERP on behalf of the employee:
•Sick leave cash out contributions for LEOFF II bargaining unit members
who retire shall be established pursuant to the IAFF Local 43 7 's Constitution
and Bylaws. On or before December 15th of each year it shall be the IAFF's
responsibility to notify the City, in writing, of any changes to its Constitution
and Bylaws regarding the required employee contribution.
10.6.4 The WSCFF MERP plan is established in accordance with applicable federal and state
regulations. The $75.00 deduction shall be made on a pre-tax basis on behalf of the
employee to the WSCFF MERP. The monies contributed to the plan shall only be used for
retiree health insurance premiums or health care expenses. These contributions shall be
included as part of salary for the purpose of calculating retirement benefits. The City will
contribute $30.00 per month to the WSCFF MERP for each eligible LEOFF II bargaining
unit member, and the employee shall contribute $45.00 for a total of $75.00.
Effective 01/01/2023 -These contributions shall be included as part of salary for the
purpose of calculating retirement benefits. The City will contribute $55.00 per month to
the WSCFF MERP for each eligible LEOFF II bargaining unit member, and the employee
shall contribute $75.00 for a total of $130.00.
10.7 PAYMENT OF SICK LEAVE UPON DEATH: In the event of the death of an employee, the
employee's estate shall be paid for the total accrued and unused sick leave hours at the employee's
regular hourly wage rate in effect at the time of death up to a maximum of 1166 hours for a non
shift employee, or a maximum of 1440 hours for a shift employee.
10.8 SICK LEA VE USE: Sick leave must be accrued prior to use by an employee. Hours earned during
a pay period are not available for use until the following pay period. Sick leave shall be made
available to each employee up to the amount of each employee's accrued sick leave balance, and
shall be used in increments of no less than one-half (1/2) hour to cover an employee's absence from
his/her regularly scheduled work hours due to:
10.8.1 Sick leave shall be governed by the provisions set forth in Federal or State laws, as
currently written or hereafter amended.
10.8.2 Sick leave must be accrued prior to use by an employee. Hours earned during a
pay period are not available for use until the following pay period.
BARGAINING
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
Januaiy I, 2022 to December 31, 2024
Page 22 of 43
return to work without posing a health hazard to himself or herself or to other members of the
workforce. Sick leave must be approved by the Department prior to payment. The Department
shall not unreasonably withhold approval of sick leave with pay from employees.
10.11 INDUSTRIAL DISABILITY LEAVE FOR LEOFF II AND REGULAR EMPLOYEES: A
regular employee who qualifies for and is included in the Washington State Retirement System
commonly referred to as "LEO FF II', and who incurs a work-related illness or injury shall be
allowed to use accrued sick leave to supplement Workers' Compensation benefits so as to provide
the same gross base pay he or she would have received for full time, active service. In no event
will the combination of Workers' Compensation and employee sick leave exceed 100% of an
employee's regular rate of pay at any time of the disability period.
10.12 SEQUENCING OF LEAVES: The use of vacation leave, compensatory time, and leave without
pay, for purposes other than qualifying use under the Washington Family Care Act, is subject to
approval by management. However, unless otherwise required by law, forms ofleave shall be used
and exhausted in the following sequence:
a.Sick leave for qualifying incidents until it is exhausted.
b.Vacation leave, floating holiday, and/or compensatory time sequenced at the employee's
option, until they are exhausted.
c.Any donated leave, if available, until it is exhausted, then
d.Leave without pay.
10.13 Employees on leave without pay status for an entire pay period shall not accrue sick leave.
ARTICLE 11 OTHER LEAVE
11.1 BEREAVEMENT LEA VE: An employee will be granted up to 48 hours of bereavement leave
annually for grieving the loss of an immediate family member or attending funerals in the state of
Washington, but no more than 24 hours per occurrence, and up to forty-eight ( 48) hours annually
for attending out-of-state funerals for members of the employee's immediate family. All time off
for bereavement leave in excess of 48 hours shall be charged against an employee's
vacation/holiday, sick leave or compensatory time leave balance at the option of the employee.
11.1.1 Immediate family shall be defined as spouse, child, mother, father, mother/father-in-law,
brother, sister, brother/sister-in-law, grandparents and grandchildren, step relations as
described herein of both the employee and the employee's spouse.
11.2 JURY DUTY AND WITNESS DUTY: An employee shall be granted leave of absence with pay
for the purpose of reporting to jury duty or serving as a witness in a case relating to their job with
the City, except in those instances where the employee is taking action against the City. Any juror
or witness fees received by the employee for the performance of such duties shall be assigned to
the City.
11.2.1 CITY NOTIFICATION: Employee shall be required to notify the City immediately upon
receipt of written notification from the Court that they must report for Jury Duty or serve
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437 Januaiy I, 2022 to December 31, 2024
Page 24 of 43
Employee only coverage ($2,700 annually) $1,350.00 paid on the pay period ending January
15th and $1350.00 paid on the pay period ending July 15°1.
Employee and dependents ($4,700.00 annually) $2,350.00 paid on the pay period ending January
15th and $2,350.00 paid on the pay period ending July 15th.
Contributions for newly hired or employees who separate from City service mid-year shall have
their contributions prorated and the amount owed back to the City shall be deducted from their
final paycheck.
The Third Party Administrator (TPA) for the Health Reimbursement Arrangement (HRA) -
debit card shall be Peak 1 Administration.
The HRA may be used for all IRS allowable expenses and shall contain the following elements:
•Individual account funds shall roll over accumulated amounts and shall include a
survivorship option.
•Employees separating from the Agency shall continue to have access to their HRA
balance (until depleted).
The City's "Premium Holiday" savings (medical), if applicable, shall be split evenly between the
City and the Union the Union's share shall be divided equally among all and deposited into each
employee's HRA account.
12.10 ADDITIONAL COST: Parties agree to negotiate any additional fees or costs that are not
articulated in this agreement.
12.11 INSURANCE OPT OUT: An employee who waives the right to obtain medical insurance
coverage through the City and who provides proof of creditable coverage through his/her
spouse or other source shall be entitled to receive a stipend of two hundred and fifty dollars
($250.00) per month, payable in the amount of one hundred twenty five dollars ($125.00) per
pay as permitted and subject to all State and Federal laws and restrictions Employees shall
be required to notify Human Resources, in writing, during open emollment, of their desire to
waive medical coverage, or at any time during the year if a qualifying event occurs which
would change their status ( e.g. marriage, divorce, spouse loss of job or medical coverage).
ARTICLE 13 CLOTHING AND UNIFORM CLEANING ALLOWANCE
13.1 PURCHASE OF UNIFORMS: The City shall purchase new and replacement uniforms required
by the Fire Department regulations for each employee. Employees shall abide by such rules and
regulations as are established by the Department in selecting and obtaining their uniforms. All
uniforms paid for by the Fire Department remain the property of the City.
13.2 UNIFORM CLEANING ALLOWANCE: Each employee who is required to wear a uniform
pursuant to Fire Department regulations shall receive a uniform cleaning allowance of two hundred
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January I, 2022 to December 31, 2024
Page 27 of 43
on bulletin boards in all stations. All longevity wage placements and vacation selections
shall be governed by the current seniority list. Any objections to the list as posted shall be
reported to the Fire Department administration and such corrections as are appropriate shall
be made and a corrected list shall be re-posted at all stations.
14.1.8 COLLECTIVELY BARGAINED SICK LEA VE: Collectively bargained sick leave is
a separate leave bank from Washington State required sick leave accruals. It is sick leave
accrual that is above and beyond that which is required by the Washington State Paid Sick
Leave Law. The employer/employee restrictions that apply to Washington State Paid Sick
Leave Law do not apply to this leave bank unless otherwise required by law.
14.2 REDUCTIONS AND VACANCIES: All reductions in force and filling of Civil Service
vacancies (those requiring Civil Service testing) shall be handled in accordance with existing Civil
Service Rules and Regulations and shall not be subject to the grievance procedure.
14.2.1 Any member adversely affected ( displaced or reduced in rank) by the exercise of reductions
outlined in Civil Service Rules will retain their eligibility for their presently appointed rank
and title without being required to reapply or reengage in the promotional examination
process for their formerly/previously held position.
14.2.2 In the event that a reduction in force results in the need for a redistribution of employees
from superior ranks to lesser ranks, such reduction in ranks shall be accomplished by
reducing in rank those employees with the least tenure in the affected rank counting from
the employee's date of promotion.
14.2.3 The Human Resources Manager shall prepare and maintain a list, known as a
"Reemployment List," of all persons who are reduced in rank or laid off, by rank or
classification. In the event that vacancies occur within the Depatiment while persons
remain on the Reemployment List, the order of recall shall be determined by reference to
the Reemployment List. The Reemployment List shall be used to offer employment
opportunities that may become available by seniority to all persons who have been reduced
or laid off, before any employees are promoted from one rank to another or any persons
are hired to become new employees of the Fire Depa1iment. No person shall be hired or
promoted into any rank or classification until the Reemployment List has been exhausted.
14.3 EVALUATIONS:
14.3.1 NEW EMPLOYEES: Written monthly evaluations shall be completed on each new
employee hired by the Department during his/her probationary period. The purpose of the
evaluation will be to identify an employee's progress and/or areas of deficiency in
performing job functions.
14.3 .2 PROMOTED EMPLOYEES: Employees on promotional probation will be evaluated
quarterly. An employee on promotional probation shall be provided not less than thirty
(30)days written notice to correct deficiencies prior to reducing him/her to their previous
classification. An employee on promotional probation who is demoted due to his/her
inability to perform the essential duties and functions of the position, shall have
displacement rights under Civil Service Layoff and Reduction rules; provided, however,
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
Janumy I, 2022 to December 31, 2024
Page 29 of 43
14.6.5
14.6.6
14.6.7
14.6.8
The probationary period for a Firefighter/Paramedic Trainee will be up to 15
months from date of hire to include the entry level trainee time frame.
To be eligible for the trainee program the incumbent must meet the
requirements of an "Entry-Level" Firefighter/Paramedic as listed in the
current Classification Specification.
The incumbent must successfully obtain the required Knowledge, Skills, and
Abilities listed in the Classification Specification for a "Trained"
Firefighter/Paramedic to be eligible to pass the probationary period.
Trainees are not part of minimum staffing.
14.7 PARAMEDIC PAY/STEP INCREASES: A Fire fighter who trans1t1ons to Fire
Fighter/Paramedic during his/her first five (5) years of employment with the Breme1ion Fire
Department shall be eligible to receive annual step increases based on the employee's anniversary
date as a Fire fighter. The transitional employee shall be eligible for Fire Fighter/Paramedic wages
when authorized by the Medical Program Director to practice as a solo Paramedic.
14.8 PARAMEDIC CERTIFICATION PAY FOR LIEUTENTNAT: This is to address
Lieutenants who wish to maintain their Paramedic Certifications.
14.8.1 Lieutenant/Paramedics shall be compensated per A1iicle 5.14. Employees in this
roll prior to Janumy 1, 2022 will receive 5% Lieutenant Paramedic premium rather than
being paid per A1iicle 5 .14, provided they maintain a Paramedic certification.
14.8.2 The City will pay for the maintenance of their Washington State Paramedic
Certification.
14.8.3 Lieutenant/Paramedics will be allowed up to 12 shifts per calendar year in which
the Fire Department can utilize them for Medic Unit Staffing.
14.8.4 There can be up to three Lieutenant/Paramedics at a time and these positions will
be appointed by the Fire Chief.
14.8.5 Both pmiies reserve the right to cancel this program with a minimum of thiliy-day
notice.
14.8.6 Personnel appointed to the position of Lieutenant/Paramedic shall be allowed to
work overtime shifts as Paramedics. Overtime shifts shall not count as pmi of the
12-shift maximum provision.
14.8.8 The City agrees that hiring and staffing full time Paramedic/Firefighters is the
priority averse to Lieutenant Paramedics supplanting ALS staffing.
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January I, 2022 to December 31, 2024
Page 31 of 43
14.9 Employees are expected to maintain their required EMS Certification. Employees who fail
to complete the training required to maintain their certification, and lose it, will be placed
on unpaid administrative leave until they are recertified.
ARTICLE 15 PROMOTIONAL EXAMS
15.1 PROMOTIONAL EXAMINATIONS: The Civil Service Rules shall apply to the
conduct of promotional examinations in all respects and shall be administered under the
control of the Civil Service Officer, including the posting of the examination
announcement and bibliography, the determination as to whether or not an employee is
qualified to participate in the examination process and the acceptance of applications on or
before the posted closing date. Any portion of such Rules which are in conflict with the
provisions of this subsection shall be handled in conformance with the following sections.
15.2 MAINTENANCE OF ELIGIBLE REGISTERS: Eligible registers for Fire Lieutenant,
Fire Station Captain, and Fire Battalion Chief shall be maintained by the Civil Service
Officer on a continuous basis irrespective of available vacancies. Testing for the positions
of Medical Officer and Fire Marshall shall be conducted only when a position becomes
available.
15 .3 In the event that a grievance is filed prior to any portion of examination( s) regarding a non
Civil Service issue, then the Civil Service Officer may postpone the testing until such time
as the grievance has been resolved.
15.4 CRITERIA FOR OPEN EXAMINATIONS: Open promotional examinations will only
be administered to qualified bargaining unit members who have submitted the required
application paperwork on or before the posted closing date. However, when less than three
(3) applications are received from qualified bargaining unit members, the examination may
be announced and administered to external candidates as well. In the event that a grievance
is filed prior to any portion of the examination(s) regarding a non-Civil Service issue, then
the Civil Service Officer may postpone the testing until such time as the grievance has been
resolved.
15 .5 If a minimum of three (3) names, depending on the register used, are not available for
ce1iification at the time the Department Head makes a request for certification in accordance with
Civil service Rules 11.03 and 11.05, he/she may request in writing to the Civil Service Officer the
creation of a new eligible register.
15 .5 .1 Eligibility to take Lieutenant's examination Firefighters must have completed
five (5) years with the Bremerton Fire Department, or four ( 4) years with the
Bremerton Fire Department if hired as an experienced (lateral-entry) firefighter,
and successfully completed Incident Safety Officer and Fire Instructor I training
as of the posted closing date in order to be eligible to take the Lieutenant's
examination.
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January I, 2022 to December 31, 2024
Page 32 of 43
15 .5 .2 Eligibility to take Fire Station Captain's examination -An applicant must have
completed one (1) year as a Fire Lieutenant with the Bremerton Fire Depaiiment
and successfully completed Incident Safety Officer training and Fire Instructor I
as of the posted closing date in order to be eligible to take the Fire Station Captain's
examination.
15 .5 .3 Eligibility to take Fire Battalion Chief's examination -A Company Officer
must have completed four (4) years as a company officer with the Breme1ion Fire
Depaiiment and have successfully completed Incident Safety Officer training and
Fire Instructor I as of the posted closing date in order to be eligible to take the
Fire Battalion Chiefs examination.
15.6 CRITERIA FOR EXAMINATION CONTENT:
Promotional examinations shall be conducted as an Assessment Center, with evaluators
under the direction of Civil Service. Promotional exams shall contain independent
sections testing the following content, each wmih the corresponding number of points, to
total a possible score of 100.
•Personnel issue or citizen complaint (up to 20 points)
•Tactical scenario pertinent to the position (up to 50 points)
•Oral interview and written resume review (up to 30 points)
15.7 EXAMINATION SCORING: An applicant's performance on the promotional
examination shall be scored as follows:
15.7.1 Experience Rating: Maximum of Five (5) Points -Each applicant shall receive
0.5 (1/2) point for each full two (2) years of employment with the Breme1ion Fire
Depaiiment, based upon the date the examination is announced, up to a maximum
of five (5) points. These points will only be added for those candidates that attain
an overall score of seventy percent (70%) or greater.
15. 7 .2 Total Score -An applicant's total score shall be the sum of points earned from
each section of the assessment center plus their experience points.
15.7.3 Minimum Score -An applicant must achieve a total score of seventy percent
(70%) or more to be placed on the eligible register for the position.
15. 7.4 All offers, acceptances and declinations of employment for promotional positions
shall only be made in writing.
15.7.5 During the life of this Agreement, the parties shall meet in a labor management
forum to discuss the above language covering promotions.
15.8 PROMOTIONS FROM FIREFIGHTER TO PARAMEDIC/FIREFIGHTER: A Firefighter
may be promoted to Paramedic/Firefighter (P.M./F.F.) under the following conditions:
15.8.1 The Employee must successfully complete a Paramedic training program approved by the
Fire Chief.
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437 January I, 2022 to December 31, 2024 Page 33 of 43
15.8.2 The employees must have a Paramedic/Firefighter certificate issued by the Kitsap County
Medical Program Director.
15.8.3 The Fire Chief must approve the promotion.
15.8.4 The promotion shall take effect on the first day of the pay period after satisfying the above
conditions. For promotions to P.M. /F.F., the employee's step increase date will be
changed to the effective date of the promotion.
15.9 TRANSITION TO PARAMEDIC: A non-probationary Firefighter who transitions to
Firefighter/Paramedic shall remain in the Firefighter/Paramedic classification for no less than four
( 4)years, except for promotional opportunities and/or assignments. Should an employee fail to
retain his/her Paramedic certification, they shall be downgraded to the Firefighter classification.
ARTICLE 16 GRIEVANCE PROCEDURE:
16.1 GRIEVANCE: A grievance is an alleged violation of the express terms and conditions of this
Agreement which is to be resolved through this Grievance Procedure. The purpose of this aiiicle
is to provide an orderly process for the resolution of such grievances.
16.2 UNFAIR LABOR PRACTICE: An Unfair Labor Practice charge is an alleged violation of the
Washington State statutes governing public employment labor relations, which is to be resolved
through the Public Employment Relation Commission's (PERC) rules and regulations and is not
resolvable through the Grievance Procedure.
16.3 MEMBER RIGHTS/UNION RIGHTS: Individual members shall have the right to present their
grievance to the employer with or without intervention from the union. All adjustments and or
remedies must be consistent with the terms of this agreement. The union shall be allowed to be
present at all grievance proceedings. The union has the right, in its own capacity to act as the
aggrieved party. Only the union's executive board shall have the right to request grievance
arbitration as identified in step four of this grievance process.
16.4 GRIEVANCE PROCESS:
STEP 1: A member who believes that the terms and conditions of this Agreement have been
violated shall first discuss the action giving rise to the belief with his or her immediate
supervisor within fourteen (14) calendar days of the date upon which the member could
reasonably have been expected to know of such action. The member shall advise the
supervisor the section (or sections) of this Agreement, which is alleged to have been
violated, an explanation of the grievance, and the remedy sought. The member shall
have the right to be assisted by an authorized Union representative if so requested,
during this discussion. In all cases, the member shall notify the union in writing of the
alleged grievance as well as the time, date and location of any and all grievance
proceedings.
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
January I, 2022 to December 31, 2024
Page 34 of 43
18.5.7 All samples must be stored in a scientifically acceptable preserved manner consistent with
SAMHSA standards.
18.5.8 The laboratory will test for only the substance and within the limits as follows for the initial
and confirmation test as provided within SAMHSA standards. The initial test will use an
immunoassay, which meets the requirements of the Food and Drug Administration for
commercial distribution. The following initial cutoff levels will be used when screening
specimens to determine whether they are negative for those five drugs or classes of drugs:
(a)The laboratory must use the cutoff concentrations displayed in the following table for
initial and confirmatory drug tests. All cutoff concentrations are expressed in
nanograms per milliliter (ng/mL).
Initial test analyte Initial test cutoff Confirmatory test Confirmato1y test
concentration analyte cutoff concentration
Marijuana metabolites 50 ng/mL THCA 1 15 ng/mL
Cocaine metabolites 150 ng/mL Benzoylecgonine 100 ng/mL
Opiate metabolites
Codeine/Morphine 2000 ng/mL Codeine 2000 ng/mL
Morphine 2000 ng/mL
6-Acetylmorphine 10 ng/mL 6-Acetylmorphine 10 ng/mL
Phencvclidine 25 ng/mL Phencvclidine 25 ng/mL
Amphetamines 3
AMP/MAMP4 500ng/mL Amphetamine 250 ng/mL
Methamphetamine 5 250 ng/mL
MDMA6 500 ng/mL MDMA 250 ng/mL
MDA7 250 ng/mL
MDEA8 250 ng/mL
1 = Delta-9-tetrahydrocannabinal-9-carboxylic acid (THCA).
2 = Morphine is the target analyte for codeine/morphine testing.
3 Either a single initial test kit or multiple initial test kits may be used provided the single test kit detects
each target analyte independently at the specific cutoff.
4 = Methamphetamine is the target analyte for amphetamine/methamphetamine testing.
5 = To be reported positive for methamphetamine, a specimen must also contain amphetamine at a
concentration equal to or greater than 100 ng/mL.
6 = Methylenedioxymethamphetamine (MDMA).
7 = Methylenedioxyamphetamine (MDA).
8 = Methylenedioxymethamphetamines (MDEA).
(b)On an initial drug test, you must rep01i a result below the cutoff concentration as
negative. If the result is at or above the cutoff concentration, you must conduct a
confirmation test.
( c)On a confirmation drug test, you must report a result below the cutoff concentration
as negative and a result at or above the cutoff concentration as confirmed positive.
(d)You must report quantitative values for morphine and codeine at 15,000 ng/mL or
above.
If confirmatory testing results are negative, all samples will be destroyed, and records of
the testing expunged from the employee's file.
BY AND BETWEEN THE CITY OF BREMERTON and IAFF LOCAL 437
J anuaiy 1, 2022 to December 31, 2024
Page 38 of 43
APPENDIX A -IAFF SALARY SCHEDULE
Detail
Effective 1-1-22 to 12-31-22
5% General Waee Adjustment withs.so•;. Deferred Comp
Schedule Average Shift Hours/Year: 2,568 Shift Hours Per Week: 49.39 Step I Step 2 Step3 Step4 Step 5 I Steps I Steps Steps Step 5 Steps Step 5
70%. 75°/ct 85% 90% 100% +1.25% +2.5% +3.75% +5% +6.5% +8% I
Ffl Firefighter I 12 Months 12 Months 12 Months 12 Months 12 Months 6th Yr 11th Yr 16th Yr 21st Yr 26th Yr 31st Yr
Annual· 69.405.12 74.362.56 84.277.44 89.235.121 99.150.00 100,389.36 101.628.72 102.868.08. 104.107.44 ! 105.594.72 107.082.00 . Monthly, 5.783.76 6.196.88 7.023.12 7.436.26 8.262.50 8.365.78 8.469.06 8,572.34 8.675.62 8.799.56 8.923.50 I Semi-Monthly 2,891.88 3,098.44 3.511.56 3.718.13 4;ui:2s 4.182.89 4.234.53. 4.286.17 4.337.81 4.399.78 4.461.75. Non-Shift Hourly 33.37 35.75 40.52 42.90 47.67 48.26 48.861 49.461 50.05 50.77 514 8( I Non-Shift Overtime 50.06 53.63 60.78 64.35 71.5 1 72.39 73.29 74.19 75.08 76.16 77.22 I Shift/Hourly 27.03 28.96 32.82 34.75 38.61 39.09 39.58 40.06 40.54 41.12 41.70· ! Shift/Overtime 40.54 43.44 49.23 52.12 57.91 58.64 59.36 60.09 60.81 61.68 62.55 I Semi-Mo Def Comp 159.05 170.41 193.14 204.50 227.22 230.06 232.90 235. 74 238.58 241.99 245.40
Step I Step 2 Step3 Step 4 Step 5 Step 5 Step 5 Step 5 Steps Steps Steps I 70% 75% 85% 90% 100% +1.2So/o +2.5% +3.75% +5% +6.5% +8%
,!!!...._.Firefighter Paramedic Trainee 12 Months 12 Months 12 Months 12 Months 12 Months 6th Yr 11th Yr 16th Yr 21st Yr 26th Yr 31st Yr (Non-Shift) I Annual 70.272.58 I Monthly 5.856.05 I ' I i I Semi-Monthly 2,928.02 I I I I I I I I Non-Shift Hourly 33.78 I I I I I I I I Non-Shift Overtime 50.67 I ' ' I I I I Shift/Hourly 27.36 I I !I I ' Shift/Overtime 41.05 I I i I I ! i I 900/o of FF Paramedic (step l) Semi-Mo Def Comp 161.04 I I I I I
Step I Step 2 Step3 I Step 4 Step 5 Steps Steps Steps Step 5 Steps Steps I 70% 75% 85% 90% 100% +1.2s 01o +2.So/o +3.75% +5% +6.5% +s•1o FBI Firefighter/Ladder Truck & I 12 Months 12 Months 12 Months 12 Months 12 Months 6th Yr 11th Yr 16th Yr 21st Yr 26th Yr 31st Yr
Rescue Boat Operator ! Annuail 70.793.28 75.849.84' 85.963.20. 91.019.76 101.133 12' I 02.397.20 . 103.661.52 104,925.60 106,189.68 107.706.72 109.223.76 Monthly 5.899.44 6.320.82 7.163.60 7.584.98 8.427.76 8.533.10 8,638.46. 8.743.80 8.849.14 8.975.56 9.101.98
I Semi-Monthly 2.949.72 3.160.41 3.581.80 3.792.49 4,213.88 4.266.55 4,319.23 4.371.90 4.424.57 4.487.78 4,550.99 I Non-Shift Hourly, 34.04 36.47 41.33 43.76 48.62 49.23. 49.84 50.45 51.05. 51.78 52.51 I Non-Shift Overtime 51.06 54.71 62.00· 65.64. 7 2.93 . 73.85 74.76 75.68. 76.58 77.67 78.77 Shift/Hourly 27.57 29.54 33.47 35.44 39.38 39.87 40.37 40.86 41.35 41.94 42.53
Shift/Overtime 41.35 44.30 50.21 53.17 59.071 59.81 60.55. 61.29 62.03 62.9 1 " 63.80 102% Semi-Mo Def Comp 162.23 173.82 197.00 208.59 231.76 234.66 237.56 240.45" 243.35. 246.83 250.30
Step I Step 2 Step3 Step 4 Steps Step 5 Step 5 Steps Steps Step 5 Steps
70% 75% 85% 90% 100% +l.25% +2.5% +3.75% +5% +6.5% +8o/o
.!!!__ Firefighter· E�p Maint. I 12 Months 12 Months 12 Months 12 Months 12 Months 6th Yr 11th Yr 16th Yr 21st Yr 26th Yr 31st Yr FSI Firefighter -SCBA I Annual 72,18 1.20 77.337.12 87.648.72 92,804.40 103.116.00 104.405.04 105,693.84 106.982.88. 108.271.92 109.8 18.48 111,365.28: Monthly 6.015.10 6.444.76 7.304.06 7,733.70 8,593.00 8.700.42 8.807.82 8.915.24 9.022.66 9.151.54. 9.280.44' 'I Semi-Monthly. 3.007.55 3.222.38 3.652.03 3.866.85 4,296.50, 4.350.21 4.403.91 4,457.62 4.511.33 4.575. 77 4.640.22 I I Non-Shift Hourly 34.70 37.18 42.14 44.62 49.581 50.19 50.81 51.43 52.051 52.80' 53.54 I I Non-Shift Overtime I 52 05: 55.77 63.21 66.93 74.37 75.29 76.22. 77.15 78.08 79.20 80.31 I Shift/Hourly 28.11 30.12 34.13 36.14 40.15 40.66 41.16 41.66 42.16. 42.76 43.37 Shift/Overtime 42.16 45.17 51.20 54.21 60.23 60.98 6 1.74. 62.49 63.24 64.15 65.05
104•;. Semi-Mo Def Comp 165.42 177.23 200.86 212.68 236.31 239.26 242.22 245.17 248.12 251.67 255.21
Step I Step 2 Step3 Step 4 Step 5 Steps Steps I Steps I Step 5 Step 5 Step 5
70% 75% 85% 90% 100% +l.25% +2.5% +3.75% +5% +6.5% +8% I FRI Firefighter· Eguie Maint & Rescue 12 Months 12 Months 12 Months 12 Months 12 Months 6th Yr 11th Yr 16th Yr 21st Yr 26th Yr I 31st Yr
Boat Operator Annual I 73.569.36 78.824.40 89.334.24 94.589.28 105.099.121 106,412.88 107.726.64 109.040.40. 110,354.16 111.930.48 1 13.507.04: Monthly 6. 130.78 6.568.70 7.444.52 7.882.44 8.758.26 8.867.74 8.977.22 9.086.70 9,196.18 9.327.54 9.458.92
I I Semi-Monthly 3.065.39. 3,284.35 3,722.261 3.941.22 4,379.13 4.433.87 4,488.61 4.543.35 4.598.09 4.663.77 4,729.46' I Non-Shift Hourly 35.371 37.90 42.95 45.48 50.53 51.16 51.79 52.42 53.05 53.81 i 54.57 I I Non-Shift Overtime 53.06 56.85 64.43. 68.22 75.80 76.74 77.69 78.63 79.58. 80.72, 81.86
I Shift/Hourly 28.65 30.69 '. 34.791 36.83. 40.93 41.44 41.95 42.46 42.97 43.59 44.20 I Shift/Overtime 42.97 46.041 52.18 55.25 61.39 62.16 62.92 63.69 64.46 65.38[ 66.30
J06•/o I I Semi-Mo Def Comp 168.60[ 180.64J 204.721 216.77 240.85 243.86 246.87 249.88 252.891 256.51J 260.12
APPENDIX A -IAFF SALARY SCHEDULE
Detail
Effective 1-1-22 to 12-31-22
5% General Wage Adjustment with 5.50°/. Deferred Comp Schedule Average Shift Hours/Year: 2,568 Shift Hours Per Week: 49.39 Step I Step 2 Step 3 1 Step 4 Step 5 Step 5 Step 5 Step 5 Step 5 I Step 5 Step 5 70% 7So/o 85°/o I 90% 100% +1.25% +2.5% +3.75% +5% +6.5% +8% PMI Firefighter Paramedic I 12 Months 12 Months 12 Months 12 Months 12 Months 6th Yr 11th Yr 16th Yr 21st Yr 26th Yr 31st Yr · Annual 78.080.64 83.658.00 94,812.24 100,389.36 · 111.543.84 112.938.24 114,332.40 115.726.80 117.120.96 118.794.2 4 120.467.28 _! Monthl)" 6.506. 72 6.971.50 7.901.02 8,365.78 9,295.32 9,411.52 9.527.70, 9.643.90 9.760.08 9.899.52 · 10,038.94
I Semi-Monthl)". 3.253.36 3.485.75 3.950.51 4,182.89 . 4,647.66. 4,705.76 4.763.85 4,821.95 4,880.04 4.949.76 5.019.47 I Non-Shift Houri)". 37.54. 40.22 45.58 48.26 53.63 54.30: 54.97 55.64 56.31. 57.11 57.92 I Non-Shift Overtime 56.31 60.33 68.37. 72.39 80.45 81.45 82.46 83.46 84.47 85.67 86.88 Shift/Hourli 30.41 32.58 36.92. 39.09. 43.44 43.98. 44.52 45.06. 45.61, 46.26 46.91 Shift/Overtime 45.61 48.87 55.38 58.64. 65.15. 65.97 66.78 67.60. 68.41. 69.39. 70.37 � Semi-MoDefComp' 178.93 191.72 217.28 230.06 255.62' 258.82' 262.01 265.21' 268.40 272.24 ' 276.07
PRI Firefi.g_hter Paramedic -& Rescue
Boat 0.e_erator
I
-I -2 -3 -4 -5 -5 -5 -5 -5 -5 -5 70% 75% 85%» 90% 100% +1.25% +2.5% +3.75% +5% +6.5% +8% 12 Months 12 Months 12 Months 12 Months 12 Months 6th Yr I Ith Yr 16th Yr 21st Yr 26th Yr 31st Yr Annuar 79,468.80 85.145.04 96,497.76 102,174.00. 113.526.72. 114.945.84 116,364.96 117,784.08 119.202.96, 120,906.00 122,608.80 Monthlt. 6.622.40 7.095.42 8.041.48 8.514.501 9.460.56: 9,578.82 9.697.08 9,815.34. 9.933.58 10,075.50 10.217.40 Semi-Monthlx_ _______ 3_,311.20, 3,547.71 4.020.74 4.257.25, 4,730.28. 4.789.41 4.848.54 4,907.67' 4,966.79 5.037.75 5,108.70 Non-Shift Hourli 38.21 40.94 46.39 49.12 54.58 55.26. 55.94 56.63 57.31 58.13 58.95 Non-Shift Overtime 57.32 61.41 69.59. 73.68 81.87 82.89 83.91 84.95 85.97. 87.20. 88.43 1--Shift/Hourly 30.95 33.16 37.58. 39.79: 44.21 44.76. 45.31 45.87 46.42 47.08 47.74 Shift/Overtime 46.42 49.73 56.37 59.68 66.31 67.14 67.97 68.80 69.63 70.62 71.62 ====I 114.5%
CPI FirefiJ;_her Paramedic Continuous 10+ Yrs
I I
11s•/.
FPI Deputy Fire Marshall (Non-Shift)
FLI Lieutenant (Shift)
Semi-MoDefComp 182.12 195.12 221.14 234.15 260.17 263.42 266.67 269.92 273.17 277.08 280.98 � Step 5 Step 5 Step 5 Step 5 Step 5 -Step 5 +8% 31st Yr
Annual Monthlt Semi-Monthl)" Non-Shift Houri)"
Non-Shift Overtime Shift/Houri)"
Shift/Overtime Semi-Mo Def Comp
Stei> I I Stei>_2 Stei> 3
NIA I NIA NIA
NIA I NIA NIA
NIA NIA I NIA
NIA NIA I NIA
NIA NIA I NIA
NIA NIA NIA
NIA NIA NIA
NIA NIA NIA I
I Step_ 4
NIA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
Step 6 +1.25% +2.5%» +3.75% +5°/o +6.5% Step_ S 10+ Yrs 6th Yr 11th Yr 16th Yr 21st Yr 26th Yr
NIA 114.022.56; 115,447.92 116,873.04. 118,298.40. 119,723.76. 121,434.00
NIA 9,501.88. 9,620.66 9,739.42 9,858.20. 9.976.98 10.119.50
NIA I 4,750.94 4,810.33 4,869.71, 4.929.10 4.988.49 5,059.75
NIA I 54.82 55.50 56.19. 56.87 57.56 58.38
NIA I 82.23 83.25 84.29. 85.31 86.34 87.57
NIA 44.40 1 44.96 45.51: 46.07 46.62 47.29
NIA 66.60 67.43 68.27 69 10 69.93 70.93
NIA I 261.30 264.57 267.83 27LIO 274.37 278.29 Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 100% +1.25% +2.5% +3.75% +5% +6.5% +8% Step I Step 2 _I Step 3 ' __ S__t<,p 4 12 Months 6th Yr 11th Yr 16th Yr 21st Yr 26th Yr 31st Yr Annual' NIA NIA I NIA 102,620.40, 114,022.56 115,447.92; 116.873.04 118,298.40 119.723.76 121,434.00 123.144.48
123.144.48 10.262.04 5.131.02 59.20 88.80 47.95 71.93 282.21
FPI Fireligher Fire Prev (Non-Shift) Monthly NIA I NIA I NIA 8,551.70 9.501.88 9.620.66 9,739.42 9,858.20 9.976.98 10,119.50 10.262.04 I
I
Semi-Monthly NIA I NIA I NIA 4,275.85 4,750.94. 4.810.33, 4,869.71 4,929.10. 4,988.49. 5,059.75 5.131.02 ' NIA I NIA I NIA , 49.34T 54.82: 55.50· 56.19, 56.87 57 561 58.38 59.20 1 Non-Shift Overtime' NIA I NIA I NIA 1 74.01 82.23 83.25: 84.29' 85.3 t' 86.34 . 87.571 88.801 Shift/Hourly NIA j NIA I NIA I 39.96 44.401 44.96 45.51 46.07, 46.62: 47.29. 47.95 I NIA NIA I 59.94' 66.60: 67.43 68.27 69.101 69.93. 70.93 71.93 i115% [ Semi-Mo Def Comp I NIA I NIA NIA f 235.17 261.30 264.57 267.83 271.10 274.37 · 278.29 282.21
I � I I Steps Steps I Steps I Steps Steps Steps Step 6 +1.25% +2.5°/ct +3.75% +5% +6.5% +8% !Fireligher Paramedic Continuous Io+ Yrs I Ste I Step 2 Step 3 Ste 4 Step 5 . to+ Yrs 6th Yr 11th Yr 16th Yr 21st Yr 26th Yr 31st Yr I CPB with Ladder Truck& Boat Operator ____ Annual I NIA , NIA NIA I NIA NIA I 116.005.44 � 117,455.52, 118.905.60, 120,355.68 :_ _121,80�}§_ ____ _1�3.545.76[ 125.285.76
I I I
I
Monthly· NIA I _NIA__ _J__ NIA ___ L_ _ NIA I_ NIA I 9,667.12J 9.787 96 ___ 9.908.80J _____ _!Q.029.64! 10,150.48; 10,295.48 10.440.48 Semi-Monthl.tl__NIJ\ j NIA j NIA j NIA f NIA --r· --4,833.56( 4,893.98 4,954.40' 5,014.82; 5,075.24, 5.147.74 5.220.24 Non-ShiftHourlyj NIA I NIA I NIA j NIA I NIA f --55.77( 56.471 57.171 57.86 1 58.56l 59.40i 60.23 Non-Shift Overtime NIA I NIA I NIA I NIA I NIA I 83.66. 84.71 85.761 86.791 87.84 89.10· 90.35 Shift/Hourl_tl_ NIA I NIA I NIA I NIA I NIA I 45.171 45.74' 46.30[ ____ 46.87_.1_ ______ 42,_4il 48.111 48.79 Shift/Overtime! NIA I NIA L NIA T NIA -T--�N/A--� --67�761 -_68 6tl --�--62,45( 70.30( 71151 72 161 73.18
Sch edule Average Shift Hours/Year: 2,568 Shift Hours Per Week: 49.39
APPENDIX A -IAFF SALARY SCHEDULE
Detail
Effective 1-1-22 to 12-31-22
5% General Wage Adjustment with 5.50°!. Deferred Comp 117% I Semi-MoDefComp NIA NIA NIA NIA I NIA I 265.85 269.17 272.49 275.821 279.14 283.13 287.11
I I I Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 100% +1.25% +2.5% +3.75% +So/o +6.5% +8% LPI Lieutenant (Shift) Step I Step 2 Step 3 Step 4 12 Months 6th Yr I Ith Yr 16th Yr 21st Yr 26th Yr 31st Yr (With Paramed ic Certificati on) I Annual NIA I NIA !NIA 107.082.00 I 118.980.00: 120.467.28' 121.954.56 123.441.84 124.929.12 126.713.76 128.498.40. I Monthly NIA I NIA NIA 8,923.50 9,915.001 10.038.94 10.162.88 10.286.82 10.410.76 10.559.48 10.708.20 j I Semi-Monthly NIA I NIA NIA 4.461.75: 4,957.50. 5.019.47 5.081.44 5.143.41 5.205.381 5.279.74'. 5.354.10 ! I Non-Shift Hourly NIA I NIA NIA 51.48 57.20. 57.92 58.63 59.35: 60.06 60.92, 61.78 I I Non-Shift Overtime NIA I NIA NIA 77.22 85.80 86.88 87.95 89.03 90.09 91.38 92.67 1 Shift/Hourlyj NIA NIA NIA 41.70 46.33 46.91 47.49 48.07 48.65 49.34 50.04 -Shift/Overtime NIA NIA NIA 62.55 69.50 70.37 71.24 72.10 72.97, 74.02 75.061 120% Semi-Mo Def Comp NIA NIA NIA 245.40 272.66 276.07 279.48 282.89 286.30 290.39 294.48
I 100% +1.25% +2.5% +3.75% +5% +6.5% +8% I I Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 L Tl Lieutenant (Non-Shift) Step I Step 2 I Step 3 Step 4 12 Months 6th Yr I Ith Yr 16th Yr 21st Yr 26th Yr 31st Yr Annual NIA NIA J NIA J NIA 119.971.44 121.471.20. 122.970.72 124.470.48 125.970.00 127.769.52 129.569.04 Monthly NIA ! NIA I NIA NIA 1 9,997.62 10.122.60 10.247.56 10.372.54_ 10.497.50_ 10,647.46 10.797.42_ I Semi-Monthly, NIA I NIA I NIA NIA I 4,998.81' 5.061.30 5.123.78 5,186 21· 5.248.75 5.323.73 5.398.71 · 1 Non-Shift Hourly NIA I NIA I NIA NIA I 57.68. 58.40 59.12 59.8( 60.56 61.43 62.29 < I Non-Shift Overtime NIA I NIA I NIA NIA I 86.52 87.60 88.68 89.76 90.84 92.15 93.44 Shift/Hourly NIA I NIA I NIA NIA I 46.72 I 47.30 47.89 48.47 49.05 49.75 50.46[ I Shift/Overtime NIA I NIA I NIA I NIA 70.08 70.95; 71.83 · 72. 70 73.58 1 74.63 1 75.68. 121% I Semi-Mo Def Comp NIA I NIA I NIA I NIA I 274.93 278.37 281.81 285.24 288.68 292.81 296.93
I 100% +1.2s% +2.so/o +3.75% +s% +6.so/o +8% I I I Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 MCI Medical Officer-Captain (Shift) Step I Stee..!_l�e1._I�� 12 Months 6th Yr I Ith Yr 16th Yr 21st Yr 26th Yr 31st Yr FCS Fire Ca ptain (Shift) Annual NIA I NIA NIA I NIA 122.946.00 124.482.72 126.019.68 127.556.40 129.093.36 130.937.52 132.781.68 Monthly· NIA I NIA NIA I NIA 10.245.50. 10.373.56 10.501.64 10.629.70: 10.757.78 10.911.46 11.065.14 I Semi-Monthly NIA I NIA NIA I NIA I 5,122.75 5.186.78 5.250.82 5.314.85 _ 5,378.89 5.455.73. 5.532.57 I Non-Shift Hourly1 NIA NIA NIA I NIA 59.11 59.85 60.59 61.33 62.06 62.95 63.84. I I Non-Shift Overtime NIA NIA NIA I NIA !88.67 89.78; 90.89 92.00 93.09; 94.43, 95.76, I Shift/Hourly NIA NIA NIA I NIA 1 47.881 48.47 49.07. 49.67. 50.27 50.99 51.71 -Shift/Overtime NIA NIA I NIA NIA I 71.81 72.71 73.61 74.51, 75.41 76.48 77.56 124% Semi-Mo Def Comp NIA NIA I NIA NIA I 281.75 285.27 288.80 292.32 295.84 300.07 ----304-.2-9--------1 I I I Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 I 100% +1.25% +2.5% +3.7So/o +5% +6.5% +8% FM I Fire Ma rsh al Captain (Non-Shift) Step I Step 2 Step 3 I Step 4 12 Months 6th Yr I Ith Yr 16th Yr 21st Yr 26th Yr 31st Yr MOI Medical Officer-Cpt (Non-Shift) Annual NIA I NIA I NIA NIA 128.895.12 130.506.24 132.117.60 133.728.72. 135,339.84 _ 137.273.28 139.206.72. Monthly NIA I NIA I NIA NIA I: 10.741.261. 10,875.52 11.009.80. 11.144.06 11.278.32 11.439.44 11.600.56 · 1 Semi-Monthly NIA I NIA I NIA NIA • 5,370.63 _ 5.437 76' 5,504.90 5,572.03 _ 5,639.16 5.719.72 5.800.28 I Non-Shift Hourly NIA I NIA I NIA NIA 61.97, 62.741 63.52 64.29 65.07 66.00, 66.93. I Non-Shift Overtime NIA I NIA I NIA NIA I 92.96, 94.11 95.28 96.44 97.61 99.00 100.40 I Shift/Hourly NIA I NIA I NIA I NIA I 50.19. 50.82: 51.45 52.08 52.701 53.46 54.21 Shift/Overtime NIA I NIA I NIA I NIA I 75.29 76.23 77.17 78.11 79.05 80.18 81.31 130% Semi-MoDefComp NIA NIA I NIA I NIA I 295.381 299.081 302.77! 306.46 310.151 314.581 319.02 I I I I I Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 Step 5 I 100% +l.25% +2.5% +3.75% +5% +6.5% +8% BCI 1Ba ttalion Chief(Shift) . Step I Step2 Step3 Step4 12Months I 6th Yr 11 th Yr 16th Yr 21st Yr 26th Yr 31st Yr I Annual] NIA I NIA , NIA I NIA I 134.844.00' 136.529.52, 138.215.04 !39,900.56j 141.586.32 143.608.80 145.631.521 : Monthly! NIA NIA I NIA I NIA I 11,237.00 11.377.46 11.517.921 11.658.381 11.798.86 11.967.401 12.135.96_ Semi-Monthly' NIA NIA I NIA I NIA I 5,618.50 5,688.731 5.758.961 5.829.19 5.899.431 5,983.701 6,067.98. Non-Shift HourlyJ NIA NIA I NIA I NIA I 64.83 65.64 66.45 67.26) 68.01; 69.04 70.02\ Non-ShiftOvertimel NIA I NIA f NIA I NIA j 97.25 98.461 99.681 100.89' 102.111 103.561 105.031 I Shift/Hourly NIA I NIA I NIA I NIA I 52.51 53.171 53.821 54.481 55.131 55.921 56.71 I
APPENDIX A -IAFF SALARY SCHEDULE
Detail
Effective 1-1-22 to 12-31-22
5% General Wage Adjustment with 5.50% DeJerred Comp
Schedule Average Shift Hours/Year. 2,568 Shift Hours Per Week: 49.39 Shift/Overtime NIA NIA NIA NIA 78.76 79.75 80.73 81.72 82.70 83.88 85.071 1360/e Semi-Mo Def Comp NIA NIA NIA NIA 309.021 312.881 316.741 320.61 324.47 329.JO 333.74
Steps Step 5 Step 5 Step 5 Step 5 Step 5 Step 5
100% +1.25% +2.So/o +3.75% -+5% +6.5% +8%
BNI Battalion Chief -Training (Non-Shift) Step I I Step 2 I Step3 Step4 I 12 Months 6th Yr 11th Yr 16th Yr 21st Yr 26th Yr 31st Yr
Annual NIA I NIA I NIA NIA I 140,793.12 142,553.04. 144,312.96 146,072.88 147,832.80 149,944.56 152,056.56
Monthly ! NIA I NIA I NIA NIA I I 1,732.76 I 1,879.42! 12,026.08 12,172.74 12,319.40 12,495.38 12,671.38 I 5,866.381 I Semi-Monthly NIA I NIA I NIA NIA I 5,939.71 6,013.04 6,086.37 6.159.70. 6,247.69 6,335.69 I Non-Shift Hourly'. NIA I NIA I NIA NIA I 67.69 68.54 69.38 70.23 71.07. 72.09 73.10 I Non-Shift Overtime NIA I NIA I NIA NIA I 101.54. 102.81 104.07 105.35 106.61. 108. 14 109.65 ' Shift/Hourly NIA I NIA I NIA NIA I 54.83 55.5J I 56.20 56.88 57.57 58.39 59.21
Shift/Overtime NIA NIA NIA NIA 82.24 83.27 84.29 85.32 86.35 87.58 88.82
142•1. Semi-Mo Def Comp NIA NIA NIA NIA 322.65 326.68. 330. 72 334.75 338.78 343.62 348.46
General Wage Adjustment applied to semi-monthly Firefighter pay at 100% (step 5). Step percentage and differential pay rates are calculated from said Firefighter 100% rate after annual General Wage Adjustment is applied. General Wage Adjustment will be calculated out to three decimal places. Longevity pay rates are calculated from the base differential rate at 100%. Published hourly wages are estimates and actuals may vary (due to penny rounding) and will be calculated by City payroll software system.
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Approval of Collective
Bargaining Agreement between the City of
Bremerton and Teamsters Local 589;
Approval of the Management and
Professional Employees Salary Schedule;
and related Budget Amendment
Study Session Date: March 23, 2022
COUNCIL MEETING Date: April 6, 2022
Department: Legal – HR
Presenter: Dan Swedlow and
Charlotte Nelson
Phone: 360-473-5926
SUMMARY: Pursuant to RCW 41.56, negotiations have concluded between representatives of the
City and the Teamsters Local 589 resulting in the attached Collective Bargaining Agreement for 2022
through 2024. The Collective Bargaining Agreement has been ratified by the Teamsters membership.
Council approval is required to implement this agreement. This includes a 3.5% wage adjustment for
2022, 2.5% for 2023, and 2.5% for 2024.
Per BMC 2.50.031, The City Council shall provide for adjustments to salary band levels of
Management and Professional employees consistent with the Council’s CPI salary adjustment policy
each year for the Teamsters employees. This would include a 3.5% wage adjustment for 2022, 2.5%
for 2023, and 2.5% for 2024.
ATTACHMENTS: 1) Collective Bargaining Agreement between the City of Bremerton and the
Teamsters Local 589 2) Salary Schedules for Management and Professional Employees
FISCAL IMPACTS (Include Budgeted Amount): The projected additional cost of implementing this
CBA and salary adjustment for Management and Professional employees for all funds in 2022 is
$665,575.
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to (1) approve the Collective Bargaining Agreement between the City of Bremerton and the
Teamsters Local 589; (2) Approve the wage adjustments for Management and Professional
Employees for 2022 thru 2024; and further authorize the Mayor to finalize and execute the Collective
Bargaining agreement with substantially the same terms and conditions as presented; and authorize
a budget amendment in the amount of $665,575 to the 2022 budget.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/07/15
5L
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Study Session Date: March 23, 2022
Purchase Agreement with Trebron Security,
LLC for SOPHOS Firewall Appliance
Upgrade and License Agreement Renewal
COUNCIL MEETING Date: April 6, 2022
Department: Finance/IT
Presenter: Dave Sorensen
Phone: (360) 473-5472
SUMMARY:
The City’s current SOPHOS Firewall Appliance contract is expiring in August 2022. This renewal will
replace the current appliance and software license for 3 years. This contract allows for the hardware
replacement, High-availability hardware implementation and engineering/installation assistance.
ATTACHMENTS:
1- Trebron Upgrade Proposal
2- Trebron-City Purchase agreement
FISCAL IMPACTS (Include Budgeted Amount):
Trebron has pushed the first of the 3-year purchase agreement into 2023. This is an anticipated
expense and the cost of the first payment is included in the 2022 budget. Any extra budget from 2022
will be rolled over into 2023 and the following years.
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve a three-year purchase agreement with Trebron Security, LLC to renew the
SOPHOS firewall license and replace the firewall appliance for a total of $35,460.00 including
Washington State sales tax and shipping fees; 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
5M
Seattle, WA (Corporate) 5506 35th Ave NE, Seattle, WA 98105 Office (206) 527-3477 | Fax (206) 527-4288
Springfield, MO Office (417) 473-9199 | Fax (206) 527-4288
Page 1 of 2
Date: March 15, 2022
Buyer: City of Bremerton Trebron Account Executive: Norbert van Dam
Trebron Security, LLC 5506 35th Ave. N.E.
Seattle, WA 98105
Mailing 345 6th Street Suite 100 206-527-3477 Corporate
Address: Bremerton, WA 98337-1873 800-499-3079 Toll Free
nvandam@trebron.com
Purchase Agreement
The Parties hereto, “Buyer,” City of Bremerton and “Seller,” Trebron Security, LLC hereby agree as follows:
1. Description: Buyer agrees to purchase from Seller, “Product” as listed in the table below for $35,460.00 (Thirty-Five
Thousand Four Hundred Sixty United States Dollars and 00/100), plus applicable shipping costs and sales tax, unless
Buyer is exempt from the payment of such tax and provides Seller with evidence of such exemption.
Qty
(Users) Included Components Term
(Months)
List Price
($USD)
Your Price
($USD)
1 Sophos Xstream Protection for XGS 4500 36 $27,644.52 $35,460.00
1 Sophos XGS 4500 Security Appliance - $10,695.00 Included
1 Sophos XGS 4500 Security Appliance (HA Unit) - $10,695.00 Included
- Trebron Pro Service Hours To Migrate to XGS (32 Hours) - $ 5,600.00 Included
2. Payment: To be made to Seller in three annual installments of $11,820.00 each. The first payment is due on or
before January 31, 2023. The second payment is due on or before January 31, 2024. The third and final payment
is due on or before January 31, 2025. Payment Terms are net thirty (30) days from date of invoice. All payments
shall be by check made payable to Trebron Security, LLC at the address listed above.
3. Term: Buyer’s license for the product expires approximately three years (36 months) after the date it is activated.
4. Representations: Buyer understands that Seller is a reseller of hardware and software products. Buyer
acknowledges that it has not relied on any representations by Seller and has independently investigated the
products and determined the suitability of the products for Buyer’s intended purposes.
5. Warranty: Seller shall pass through to Buyer any original manufacturers’ warranties for Product acquired by Seller
for Buyer, including Licensor’s warranties for Product. Except for the foregoing, Seller shall deliver the Product “as
is” and Seller makes no other warranty, express or implied, including any warranty of merchantability or fitness for a
particular purpose.
6. Limitation of Liability: Under no circumstances will Seller be liable for any incidental, indirect, special or
consequential damages from Buyer or any third party, including damages for lost revenue, profits, data or use, even
if Seller has been advised of the possibility of such damages. In no event shall Seller’s entire liability under this
agreement exceed the price of the products under this Agreement.
7. Indemnification: Buyer shall defend, indemnify and hold harmless Seller, its owner, its employees and its agents
from and against all damages, claims and liabilities of every nature whatsoever, including but not limited to
reasonable legal expenses, arising in connection with or out of the improper or unauthorized operation, use, or
repair of the products furnished to Buyer.
8. Late Fees: Late payments shall accrue interest beginning from the payment due date at a rate of eigh teen percent
(18%) per annum or the maximum allowable legal rate whichever is lower. In the event that any payment or amount
owed is more than ninety (90) days past due, Seller may declare the entire amount due and owing in addition to
accrued fees and costs. Buyer’s failure to pay under this agreement may result in termination of Buyer’s software
license.
9. Cancellation: Once Seller has accepted Buyer’s order, Buyer cannot cancel the agreement, in whole or in part,
without Seller’s express written consent. Such cancellation is conditioned upon Buyer’s reimbursement to Seller for
all costs incurred by Seller in connection with the order up to the time of cancellation —including, but not limited to
Seller’s cost for cancellation.
10. Attorney’s Fees: In the event any cost or expense, including reasonable attorney’s fees (“Costs”) are incurred in
the enforcement of this Agreement, the prevailing party shall be entitled to reimbursement for all such Costs in
addition to damages.
Page 2 of 2
11. Governing Law: This Agreement shall be construed and interpreted in accordance with the laws of the
Commonwealth of Pennsylvania. Venue for any and all actions shall be in the state or federal courts of Lancaster
County, Pennsylvania.
12. Software: Buyer will negotiate all software license provisions of Product directly with the Licensor.
13. Miscellaneous: This Agreement must be executed on or before April 14, 2022 or it becomes void.
14. Waiver: The waiver of any breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach and shall be effective only if presented in writing.
15. Severability: If any provision of this Agreement is deemed invalid or u nenforceable, all other provisions of this
Agreement shall remain in full force and effect.
16. Entire Agreement/Execution in Counterparts: This Agreement constitutes the entire Agreement of the parties
and may not be amended or superseded except in writing with execution by both parties. This Agreement may be
executed in multiple counterparts, any of which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same agreement. Facsimile or otherwise electronically
submitted signatures (including email) shall be deemed to have the full force and effect of original ink signatures
and shall be equally binding as though delivered directly by hand from one party to another.
City of Bremerton
IT Director Signature
Business Office Signature - Required
Printed Name
Printed Name
Title
Title
Date
Date
Must be signed by an authorized representative of Buyer
Trebron Security, LLC
Billing Information
Do you accept invoices via Email? Y N
Signature
Accounts Payable Contact
Dave Peck
Printed Name
Email Address
President
Title
Phone
Date
Seattle, WA (Corporate) 5506 35th Ave NE, Seattle, WA 98105 Office (206) 527-3477 | Fax (206) 527-4288
Springfield, MO Office (417) 473-9199 | Fax (206) 527-4288
March 15, 2022 Billed to:
Trebron Security, LLC City of Bremerton
P.O. Box 68 345 6th Street Suite 100
Strasburg, PA 17579 Bremerton, WA 98337-1873
Norbert van Dam: 206-527-3477 / 800-499-3079 Attn: David L. Sorensen 360-473-5472
nvandam@trebron.com dave.sorensen@ci.bremerton.wa.us
Quote Number Quote Valid Until Payment Terms
03152022-NV 4-14-2022 Special Trebron Payment Plan / Net 30
☐ New XGS 4500 Appliances + Xstream Protection with HA unit
Qty
(Users) Included Components Term
(Months)
List Price
($USD)
Your Price
($USD)
1 Sophos Xstream Protection for XGS 4500 36 $27,644.52 $19,425.00
1 Sophos XGS 4500 Security Appliance - $10,695.00 $ 8,288.00
1 Sophos XGS 4500 Security Appliance (HA Unit) - $10,695.00 Included
- Trebron Pro Service Hours To Migrate to XGS (32 Hours) - $ 5,600.00 $ 5,600.00
Total (Excluding tax & shipping as applicable): $33,313.00
Special Optional Trebron Payment Plan
Payment 1 Due January 31, 2023 $11,820.00
Payment 2 Due January 31, 2024 $11,820.00
Payment 3 Due January 31, 2025 $11,820.00
Grand Total with payment plan $35,460.00
Notes:
Licenses - granted pursuant to the terms of the Sophos End User License Agreement (EULA)
Order Confirmation: Please sign and fax to (206-527-4288) or email to your Trebron Account Executive.
I understand that by signing this Purchase Order/Quote confirmation I agree to the following:
I am authorized by the "billed to" party to purchase the item listed above.
All information is accurate with regard to price, description, quantity and billing address.
The "billed to" party agrees to pay the invoice in accordance with terms of Net 30.
Late Charges will be billed after 30 days at 18% rate of interest including, but not limited to legal fees to collect.
Product licenses provide rights to utilize the aforementioned software to a maximum of the quoted quantity.
This quote shall in no way be construed as creating an obligation on the part of Sophos, but rather indicates a right and int ent
to enter into an agreement with the “billed to” party described above.
To take advantage of the Trebron Payment Plan a “Trebron Purchase Agreement” will also need to be signed.
Tax Exempt? ☐ Yes ☐ No (if yes, please supply tax exempt number or documentation showing tax exempt status)
Authorized Signature: Date:
Print name: Title:
Purchase Order #: Ship to address same as Billed to? ☐ Yes ☐ No
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Study Session Date: March 23, 2022
Change Order No. 2 to Public Works
Agreement with Hokkaido Drilling, Inc. to
purchase Pump Replacement for the Well 13
Rehabilitation Project
COUNCIL MEETING Date: April 6, 2022
Department: PW&U
Presenter: Ned Lever
Phone: (360) 473-2398
SUMMARY:
The City recently completed rehabilitation of Well 13. As the well was being placed back into service
by the City’s contractor Hokkaido Drilling, it was determined that the existing pumps and related
appurtenances had reached the end of their useful life and needed to be replaced. In order to avoid
delay claims from the contractor, the City directed the contractor to purchase the new well pumping
equipment immediately. This Change Order Number 2 includes purchase and installation of the new
pumping equipment and will add 10 calendar days to the contract.
ATTACHMENTS:
1. Change Order # 2
FISCAL IMPACTS (Include Budgeted Amount):
This project is included in the Water Capital budget; there is no budget adjustment required for this
additional work.
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☒ Consent Agenda ☐ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve Change Order No. 2 to the Well 13 Rehabilitation Project in the amount of $49,050
(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
5N
CITY OF BREMERTON
CHANGE ORDER
CONTRACT CHANGE ORDER NO: 2
PROJECT NAME: Well 13 Rehabilitation
PROJECT NO:
4562 CONTRACTOR: Hokkaido Drilling, Inc
ORIGINAL CONTRACT AMOUNT: $186,935.00 DAYS: 65
PREVIOUSLY APPROVED
CHANGES:
$31,201.25 DAYS: 35
THIS CHANGE: $49,050.00 DAYS: 10
REVISED CONTRACT AMOUNT: $267,186.25 DAYS: 110
This Change Order covers changes to the subject contract as described herein. The Contractor shall
construct, furnish equipment and materials, and perform all work as necessary or required to complete
the Change Order Items. The increase or decrease in contract price shown below includes any
applicable taxes.
Rule 170 Rule 171 DESCRIPTION OF CHANGES INCREASE IN
CONTRACT
AMOUNT
($)
(DECREASE) IN
CONTRACT
AMOUNT
($)
CONTRACT
TIME
EXTENSION
(DAYS:)
X The existing 40-year-old well pump came apart as the contractor
was prepping it for placement back into the well. Parts for this
brand of pump are no longer available therefore the Water Utility
Manager opted to purchase a new pump for Well 13. Hokkaido
Drilling, Inc. will purchase and install the new pump.
With the additional work associated with the pump procurement
and installation, ten (10) days will be added to the contract.
45,000.00 N/A 10
NET CHANGE IN CONTRACT AMOUNT
INCREASE OR (DECREASE)
45,000.00 N/A
ESTIMATED SALES TAX AT 9.0% 4,050.00 N/A
TOTAL INCLUDING SALES TAX 49,050.00 N/A
Contractor acknowledges and accepts that this Change Order constitutes final settlement of all claims
of any kind or nature arising from or connected with any work either covered or affected by this Change
Order, including, without limitation, claims related to contract time, on-site or home office overhead, or
lost profits. Nothing in this Change Order shall limit the City’s right to bring a claim for past performance.
The undersigned Contractor approves the foregoing Change Order as to the changes, if any, in the
contract price specified for each item, including any and all supervision costs and other miscellaneous
costs relating to the change in work, and as to the extension of time allowed, if any, for completion of
the entire work due to said Change Order.
CONTRACT CHANGE ORDER NO: _2_
PROJECT NAME: Well 13 Rehabilitation
Page 2 of 2
Change Order
Rev. 09/2021
This document will become a supplement of the contract and all provisions will apply hereto. It is
understood that this Change Order shall be effective when approved by the City of Bremerton.
The parties whose names appear below warrant that they are authorized to enter into a change order
that is binding on the parties of this contract. In addition, Contractor warrants that it has or will inform
the surety of this change, and shall take appropriate action to modify any bonds required under the
contract to address this change.
CONTRACTOR
Approved: DATE:
PROJECT MANAGER
Recommended: DATE:
DIVISION MANAGER
Council action is required as project cost will exceed approved budget. Yes No
Council action is required as change exceeds Mayor’s authority per BMC 2.76.110. Yes No
Recommended: DATE:
DIRECTOR OF PUBLIC WORKS AND UTILITIES
Recommended: DATE:
MAYOR
Approved: DATE:
APPROVED AS TO FORM: ATTEST:
___
KYLIE. J. FINNELL, Bremerton City Attorney ANGELA HOOVER, City Clerk
T:\PROJECT FILES\PROJECT - Utility Files\4562 - Well 13 Redevelopment\800 CONSTRUCTION\4 CHANGE ORDERS\WCD and CO #2\Change
Order #2.docx
HOKKAIDO DRILLING, INC.
24511 104TH AVENUE CT. EAST, P.O. BOX 100, GRAHAM, WA 98338
Phone (253) 847-3579 Fax (253) 847-7404 E-mail: HOKDRILL@AOL.COM
March 15, 2022
City of Bremerton
345 6th Street
Suite 100
Bremerton, WA 98337
Attn: Michele Filley
Re: Well 13 Rehabilitation - Price estimate for Well 13 Pump Replacement
Well 13 Pump Replacement
1. Provide Replacement Pump; includes:
A) 9RCLC 3STG 2B +1A 8” Motor 6” NPT Goulds Turbine Pump
B) 100 hp Pentek 460 volt, 3 phase, 3600 RPM Motor
C) 1/0 Flat Jacketed 3 conductor pump wire w/ground
D) Splice Kit
E) 6 Galv. T&C Pump Column
LUMP SUM $32,200.00
2. Authorized Hourly Work – Estimate 32 hours @ $400.00/hr 12,800.00
Includes: a) Mobilization – Demobilization
b) Prepare pump, motor, cable etc. for installation.
c) Remove existing pump
d) Install new pump, motor, cable and pump column
__________
$45,000.00
Tax $4,050.00
Total $49,050.00
“An Equal Opportunity Employer” 1-800-833-6388 TTY (TDD)
24511 – 104th Avenue Court East, P.O. Box 100, Graham, WA 98338
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Waste Management 2022
Citizen Outreach Program
Study Session Date: March 23, 2022
COUNCIL MEETING Date: April 6, 2022
Department: Public Works
Presenter: Melinda Monroe
Phone: (360) 473-5306
SUMMARY: Waste Management is required under Section 10.5 of the current franchise agreement
to provide an annual public outreach campaign upon approval of the City of Bremerton. The
proposed 2022 Citizen Outreach is focused on reducing contaminated recycling and includes a cart
tagging component scheduled for late spring and summer months.
ATTACHMENTS: 1) Waste Management Outreach Programs 2020-2022
FISCAL IMPACTS (Include Budgeted Amount: n/a
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☐ Consent Agenda ☒ General Business ☐ Public Hearing
RECOMMENDED MOTION: Move to approve the 2022 Waste Management Outreach Program as
presented.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 01/02/2018
6A
•
•
•
•
•
•
•
•
•
•
1 meeting with the Mayor
•
•
•
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Study Session Date: March 23, 2022
Amendment No. 6 to the Concession and
Management Agreement between the City of
Bremerton and YMCA of Pierce & Kitsap
Counties
COUNCIL MEETING Date: April 6, 2022
Department: Parks & Recreation
Presenter: Jeff Elevado
Phone: (360) 473-5428
SUMMARY: On October 10, 2011, the City entered into a Concession and Management Agreement
with the YMCA of Pierce and Kitsap Counties for the operation of a recreation facility on the City
owned East Park property and management of the City owned indoor swimming pool. The term of this
agreement continued until December 31, 2020, with options to renew for two (2) successive ten (10)
year terms. The YMCA has indicated a desire to transition out of operating the indoor swimming pool
and possibly the recreation center. Consequently, a successive ten-year term was not executed.
Instead, short amendments (1-5) have been executed to extend the expiration of the agreement and
provide for continued operations of the pool and recreation center while the parties negotiate a
transition plan between the YMCA and the City for the pool facility and potentially the recreation
center.
Amendment 6 is the negotiated transition plan.
ATTACHMENTS:
1) Sixth Amendment to the Concession and Management Agreement Between City of Bremerton and
YMCA of Pierce and Kitsap Counties
2) First – Fifth Amendments to the Concession and Management Agreement Between the City of
Bremerton and YMCA of Pierce and Kitsap Counties
3) Concession and Management Agreement Between City of Bremerton and YMCA of Pierce and
Kitsap Counties
FISCAL IMPACTS (Include Budgeted Amount):
No fiscal impacts, consideration remains unchanged.
STUDY SESSION AGENDA: ☐ Limited Presentation ☒ Full Presentation
STUDY SESSION ACTION: ☐ Consent Agenda ☒ General Business ☐ Public Hearing
RECOMMENDED MOTION:
Move to approve the Sixth Amendment to the Concession and Management Agreement between the
City of Bremerton and YMCA of Pierce and Kitsap Counties; 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
6B
Form Updated 11/09/2021
SIXTH AMENDMENT TO THE
CONCESSION AND MANAGEMENT
AGREEMENT BETWEEN
CITY OF BREMERTON
AND
YMCA OF PIERCE AND KITSAP COUNTIES
THIS SIXTH AMENDMENT (“Sixth Amendment”) TO THE CONCESSION AND
MANAGEMENT AGREEMENT ("Agreement") is made effective as of May 6, 2022 by and between
the CITY OF BREMERTON, a Washington municipal corporation (hereinafter referred to as the
“CITY”), and YMCA OF PIERCE AND KITSAP COUNTIES, a Washington non-profit corporation
(hereinafter referred to as the “YMCA”) below, collectively referred to collectively as the “Parties.”
RECITALS
WHEREAS, the parties entered into a Concession and Management Agreement effective
October 10, 2011 (the “Agreement”); and
WHEREAS, the parties agreed December 4, 2020, to extend the original term of the current
Concession and Management agreement to June 30, 2021 (the “First Amendment”); and
WHEREAS, on March 1, 2021, the YMCA exercised its right to terminate the Agreement
relative only to the Glenn Jarstad Aquatic Center (“Pool Management”) pursuant to certain
termination notice (“Notice”) under Section 4.5.6 of the Agreement, and by letter, dated
March 5, 2021, the City accepted said Notice pursuant to Section 4.5.6 and Section 2.2.2 of
the Agreement; and
WHEREAS, during the 90 days’ notice of termination period that expired May 31, 2021,
the YMCA and the City entered into negotiations concerning terms and conditions of a
possible pool management agreement going forward, addressing, in particular, certain
known Extraordinary Expenses, as that term is defined in the Agreement; and
WHEREAS, Section 4.5.6 of the Agreement contemplates that following such Notice, the
Parties may attempt to negotiate a path forward on new or different terms. Unfortunately,
the Parties were unable to reach agreement during said Notice period; and
WHEREAS, effective May 31, 2021, the Parties agreed in that certain Second Amendment
to and Reinstatement of the Agreement, fully and formally executed June 30, 2021, (the
“Second Amendment”) to extend the term of the operations portion of the Concession Area
& YMCA Recreational Center (as defined in the Agreement) to December 31, 2021 and to
extend the Pool Management Agreement to September 30, 2021 due to a desire to continue
discussion for a short period of time; and
WHEREAS, effective October 1, 2021, the Parties agreed in that certain Third Amendment
of the Concession and Management Agreement (the “Third Amendment”) to extend the
Pool Management portion of the Agreement through December 31, 2021 in order to align
with the expiration date of the operations portion of the Concession Area and YMCA
Recreational Center and to allow for continued discussion pursuant to Section 4.5.6 of the
Agreement, which the parties agreed would take place through mediation; and
WHEREAS, effective January 1, 2022, the Parties agreed in that certain Fourth
Amendment of the Concession and Management Agreement (the “Fourth Amendment”) to
extend the terms of both the Pool Management portion of the Agreement (as defined in the
Agreement) as well as the operations portion of the Concession Area and YMCA
Recreational Center (as defined in the Agreement) (collectively, the “Facilities”) through
March 18, 2022. The Parties agreed to continue discussion pursuant to Section 4.5.6 of the
Agreement; and
WHEREAS, effective March 19, 2022, the Parties agreed in that certain Fifth Amendment
of the Concession and Management Agreement (the “Fifth Amendment”) to extend the
terms of the Facilities through May 6, 2022, in order to continue discussion pursuant to
Section 4.5.6 of the Agreement. The Parties further agreed that should mutually acceptable
terms be reached and subsequently ratified by the Bremerton City Council and YMCA’s
Board of Directors, respectively, and approved by NPS pursuant to Section 8.12 of the
Agreement, the new agreed upon terms contained in this Sixth Amendment shall be
controlling as of the last date of the aforementioned approval(s); and
WHEREAS, the Parties desire to extend the term of the Agreement for the Facilities
through March 31, 2024, with five (5) one-year options to renew and amend and update
certain portions of the Agreement. The intent of this extension is that the YMCA will wind
down operations at this site and during this time attempt in good faith to locate an acceptable
alternative site and fundraise in furtherance of relocating to the alternative site. At the end
of the extended Term, the City will regain possession of the Pool Facility and Recreation
Center.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by the Parties, the Agreement is amended as follows:
1. Recitals; Definitions; Amendment. All of the above recitals are incorporated herein and
made a part hereof as if first stated herein. All of the defined terms herein shall have the meaning
ascribed thereto in the Agreement unless otherwise defined herein. The Agreement shall be
amended as follows:
2. Article 2 of the Agreement shall be amended as follows:
2.1 Term. Section 2.1 of the Agreement is hereby amended to read as follows:
The term of this Agreement as it applies to the Facilities, shall be extended to expire on
March 31, 2024, subject to the options to renew set forth below.
2.2 Option to Renew. Section 2.2 of the Agreement is hereby amended to read as
follows:
2.2.1 Exercising Option.
The YMCA shall have five (5) successive one (1) year options to renew this
Agreement, contingent upon the YMCA remaining in full compliance with the terms and
conditions of this Agreement. To execute an option for renewal, the YMCA, not more than 180
days and not less than 120 days prior to expiration of the then current term, shall give written
notice to the City that the YMCA is exercising the YMCA’s option for an additional one (1) year
term. The option will become effective upon receipt by the CITY of the YMCA’s written notice
and sworn affidavit and written acknowledgement by the City that such option has been properly
exercised. If the option(s) to renew is not timely and properly exercised, then the Agreement
shall expire at the conclusion of the then expiring term. Options for the YMCA Recreation
Center (as defined in the Agreement) may be exercised independently of an option to renew the
Pool Management so that the Recreation Center can remain open and under the operation and
management of the YMCA even if the Pool is closed (temporarily or permanently) or no longer
being managed by the YMCA for any reason.
2.2.2 Pool Contingency – Option to Terminate. Section 2.2.2 of the
Agreement is hereby amended to read as follows:
The CITY has the option to terminate the YMCA’s operation, management and
maintenance of the Pool from this Agreement upon receipt of the YMCA’s notice to exercise its
option in Section 2.2.1 above or upon 90 days prior written notice to the YMCA, provided
however, that the YMCA will receive reimbursement for the unamortized portion of the cost of
any capital improvements that the YMCA puts into the Facilities between the date of this
Agreement (October 10, 2011) and the date of the termination, on an agreed upon pro rata basis
taking into consideration the amount of improvements and the timing during the term of the
Agreement that the improvements were made. Should the CITY exercise this option taking over
responsibility for the Pool’s management, operation and maintenance, and further, should the
City decide to keep the Pool open, the parties may, but shall not be required to enter into an
agreement for the YMCA’s access and use of the Pool. Furthermore, the Option to Terminate is
subject to the terms and conditions of Article 4.5.1.
2.3. Section 2.3 of the Agreement shall remain unchanged.
2.4. Section 2.4 of the Agreement shall remain unchanged.
3. Article 3 of the Agreement shall be amended as follows:
3.1. Section 3.1.1 b) of the Agreement entitled “City Subsidy” is hereby amended to
read as follows:
3.1.1 b) CITY Subsidy. As additional consideration, the YMCA shall operate, manage
and maintain the CITY’s Pool as provided in Section 3.2 below. Recognizing that the operation,
management and maintenance, including previous capital improvements made to the Pool,
results in a deficit budget balance, as long as the YMCA operates, manages and maintains the
Pool as provided for in Section 3.2, the Concession Fee owed to the City, as adjusted by the
annual CPI, shall be credited in full to the YMCA for such operation, management and
maintenance and no Concession Fee shall be paid to the CITY. In addition, the City will provide
an annual operating subsidy subject to adjustment, as set forth below, as follows: 2022 through
the remaining term, including options, of this Concession - pay YMCA $37,288.00, thereafter
adjusted annually by the CPI pursuant to Section 3.1.2 below. Conversely, should the YMCA
cease to operate, manage and maintain the Pool as provided for in Section 3.2 and the
management and operation of the Pool by the YMCA is terminated pursuant to the terms of this
Agreement, the Concession Fee, as provided for in Section 3.1.1 a) of the Agreement , and as
adjusted by the annual CPI, will be credited on a pro rata basis as described above, and thereafter
said effective date of termination, the City will no longer pay an annual operating subsidy to the
YMCA.
Section 3.1.1 c) of the Agreement shall remain unchanged.
Section 3.1.1 d) of the Agreement is hereby deleted in its entirety and governed by the
new Section 3.1.1 b) above.
Section 3.1.2 (CPI) is hereby amended to read as follows: “The annual concession fee
shall be adjusted every year during the term of this Agreement based upon the prior year’s
Consumer Price Index (CPI) for all urban consumers as published by the United States
Department of Labor for Seattle-Tacoma-Bellevue, all items (1982-84=100). For purposes of
the CPI adjustment, the base shall be the June 2021 CPI index, from June to June every year
thereafter during the term of this Agreement. The CPI adjustment shall occur on the following
January 1st of each year during the term of the Agreement. There shall be no decrease in the
concession fee for a negative CPI.
Section 3.1.3 shall remain unchanged.
Section 3.2.1 e) of the Agreement regarding public access to the Pool and entitled
“YMCA Responsibilities and Obligations” is removed in its entirety and replaced with the
following:
e) Public Access: The YMCA shall provide additional public access to its facility
which shall include, but not be limited to, the following:
- Free access to all Bremerton residents on April 30th, 2022 (YMCA National Healthy
Kids Day)
- Any Bremerton resident can purchase a day pass or family pass to use the YMCA
Recreation Area and Pool
- Any Bremerton resident can utilize up to three (3) free YMCA guest passes per year,
per household
- The YMCA shall honor passes/vouchers allowing Bremerton residents to use the Pool
and YMCA facilities twelve (12) times per year, on a monthly b asis, free of cost or
commitment to join the YMCA.
- Tracking: The parties shall collaborate in order to determine the best and most efficient
method to track how often Bremerton residents are utilizing this increased public access.
This data shall be furnished by the YMCA to the CITY on a quarterly basis.
- The Parties agree that public access can be reexamined and increased based on several
factors including, but not limited to, the following:
- Pursuant to Article 4.5.1 of this Agreement, if the City is made aware of and
decides to financially undertake a repair that it would not otherwise be obligated to
expend funds on.
- If the City increases the subsidy in Article 3.1.1 b) provided to the YMCA.
- For any other reason, benefit, or change to this Agreement the Parties deem
appropriate to reexamine this public access portion.
Section 3.2.1 k) of the Agreement, regarding capital improvement funds and entitled
“YMCA Responsibilities and Obligations” is hereby amended as follows:
k) The YMCA shall have no obligation to seek long term capital improvement funds.
Section 3.2.2 is deleted in its entirety.
Section 3.2.3 is deleted in its entirety.
Except as amended herein, all other provisions of Section 3.2 shall remain unchanged.
4. Article 4 is hereby amended as follows:
Sections 4.1 and 4.2 of the Agreement shall remain unchanged.
Section 4.3 of the Agreement is hereby deleted in its entirety and replaced with the
following: During the term of this Agreement, on a reasonably determined as needed basis, the
City may inspect the facility and its systems at the City’s sole cost and expense with reasonable
notice to the YMCA and at reasonable times, so as not to disrupt the patrons of the Facilities,
provided, any such notice shall be in writing and delivered to the YMCA at least 24 hours in
advance of any such inspection, detailing the scope of the inspection, the reason therefor, and
providing the YMCA the opportunity to have a YMCA Representative present during the
intended inspection. Any person or persons invited by the City may accompany City if the person
is reasonably necessary for the inspection. The YMCA reserves the right to object to any visitors
invited by the City if the objection is reasonably grounded and/or the YM CA reasonably has a
concern for safety, welfare or other harm that might result from the inspection/visitor. In the
event of an emergency, 24 hours notice shall not be required by the City. YMCA shall allow
NPS access, at reasonable times, to inspect any part of the Facilities subject to this Agreement.
In the event any damage results from the City’s inspection, the YMCA shall have no obligation
to repair such damage from its Contribution Limitation, and the City will take all reasonable
precaution so as not to damage the condition of the Facilities during such inspections.
Section 4.4 of the Agreement shall remain unchanged.
Section 4.5 of the Agreement entitled “Maintenance, Repair, & Improvements” is
hereby amended as follows:
4.5.1 Generally.
a) The YMCA desires, and the City agrees, that the YMCA’s agreed total
contribution during the Term of this Agreement shall be limited to a total of $50,000 per year
(which averages approximately $4,133 per month) (“Contribution Limitation”) toward routine
repair and/or replacement of existing systems done in the ordinary course of business of
operations (“Operation Expense”). The YMCA shall have no obligation to contribute anything
toward capital expenses or beyond the Contribution Limitation for Operation Expense. Examples
of Operation Expense include, but are not be limited to, items such as water pump(s), leaks,
HVAC system, heating, ventilating, air conditioning, mechanical, electrical, plumbing systems,
structural roof, walls, foundations, roof coverings, sprinkling and irrigation systems, playing
surfaces, subfloor etc. The YMCA anticipates spending on Operation Expense for repair and/or
replacements as and when they become necessary, up to the Contribution Limitation. Provided,
however, the YMCA may refuse to make any particular repair or replacement in any given month
if the total amount of the repair and/or replacement is reasonably anticipated to exceed the
monthly averaged contribution amount identified above (individually or collectively with other
expenses anticipated or spent that month) and/or the annual contribution amount indicated above
(taking into account the amount of months and/or anticipated expenses between that time and the
end of that expense year).
b) General operational maintenance remains the sole obligation of the YMCA.
General operational maintenance is ordinary maintenance and repairs of a minor nature in size,
scope and expense. This might include, by way of example, and not intended to be exhaustive,
general operating supplies, water quality testing and related supplies, cleaning and janitorial
supplies, lighting and electrical maintenance, utilit y service, pool filtration maintenance,
chemical feed system maintenance. It would not include, and hereby specifically excludes,
leaking roofs, water penetration in the walls, brick/masonry work, heating and electrical
maintenance on the pool itself, and other repairs more of a structural nature.
c) Should the cost of Operation Expense exceed the YMCA’s Contribution
Limitation (such expenses referred to herein as an “Extraordinary Expense”), either party may
elect to terminate this Agreement with ten (10) business days’ notice to the other, or such shorter
period as may be reasonably necessary to protect the health and safety of the public and patrons
of the Concession Area (which shall include both the Pool and the YMCA Recreation Center),
and neither party shall have any obligation to the other for such anticipated Extraordinary
Expenses or the obligation to make such anticipated repairs or replacements . For the avoidance
of doubt, neither the YMCA nor the City shall have any obligation to repair, maintain, and/or
replace any existing systems, even if such refusal results in the closure of the facility due to said
necessary repairs. Notwithstanding, the City may, at its sole option, pay for and proceed with
such repairs and/or replacement at its own expense. In addition, if safety concerns exist regarding
either the Glenn Jarstad Aquatic Center or the Concession Area and YMCA Recreational Center
(as defined in the Agreement), either the YMCA or the City may, at its reasonable discretion,
close the facility for said safety concerns on shorter notice to the other. Upon termination, the
City will be under no obligation to reimburse the YMCA for any costs which are incurred by the
YMCA for either the Pool or improvements to the Concession Area except as provided herein.
Neither the CITY nor the YMCA shall be required to incur or expend or be financially obligated
to undertake any Extraordinary Expense amounts, even if the result of the lack of repair and/or
funding of the Extraordinary Expense will result in closure of Pool, the Concession Area, or both.
Despite submitting a termination notice to the other party, the parties may, but shall not be
required to, negotiate for an extension of the Agreement term to allow for expenditure and
recovery of the Extraordinary Expense, for sharing of the Extraordinary Expense, or for any other
compromise that would allow the parties to keep the Agreement in effect.
d) In the event that the Facilities, in whole or in part, are closed, or this Agreement
terminates earlier than the expiration of the Term, any press release regarding closure of either
part of the facility shall be jointly and mutually agreed upon by the Parties prior to its release and
it shall be presented to the public as a joint release.
e) Should the Pool be closed prior to expiration of the Term of this Agreement, for
financial reasons, safety or health reasons, or otherwise pursuant to the terms of this Agreement,
the YMCA shall retain the ability to keep open and operate the Recreation Center for any amount
of time that remains under the Term, including Options to Renew under Article 2.2.1.
f) YMCA shall further keep in repair and maintain as necessary all machinery,
equipment and facilities necessary for the playing of sports and the comfort of players.
Section 4.5.2 and 4.5.3 are hereby modified to state at the beginning of each, “Subject to
the Contribution Limitation set forth above,”… and the remainder of the provisions will be
unchanged.
Section 4.5.4 is hereby deleted in its entirety and replaced with the following: “Except as
otherwise provided for herein, any damage or injury to the Premises caused by the action,
inaction, activities or negligence of the City or its agents, representatives, employees, guests or
invitees shall be promptly repaired by the City at its sole cost and expense; similarly, except as
otherwise provided for herein, any damage or injury to the Premises caused by the action,
inaction, activities or negligence of the YMCA or its agents, representatives, employees, guests
or invitees shall be promptly repaired by the City at its sole cost and expense.
4.5.5 Pool Improvements. Section 4.5.5 of the Agreement is hereby deleted in its
entirety and replaced with the following: “The YMCA shall have no obligation to make capital
improvements to the Pool. However, should the YMCA make capital improvements to the Pool,
any such improvements shall immediately become the property of the CITY upon construction,
unless otherwise agreed. The YMCA shall have no interest in the improvements made to the
Pool by the YMCA, past or future, upon expiration or termination of this Agreement.”
4.5.6 Extraordinary Expenses – Section 4.5.6 of the Agreement is deleted in its
entirety.
Sections 4.6 through 4.10 shall remain unchanged.
Except as amended herein, Article 4 shall remain unchanged.
5. Article 5. Article 5 is amended as follows:
a. Section 5.1 is amended as follows: The first sentence of Section 5.1 shall remain.
The remainder of Section 5.1 shall be deleted in its entirety.
b. Section 5.2 is amended as follows: The first sentence of Section 5.2 shall remain.
The second sentence of Section 5.2 shall be made subject to the Contribution
Limitation set forth above.
c. Section 5.3 remains unchanged.
d. Section 5.4 remains unchanged.
6. Article 6. The entirety of Article 6 is hereby deleted.
7. Article 7. Article 7 is hereby amended as follows:
a. Section 7.3 is amended to include the following additional sentence at the end of the
provision: “In the event this Agreement is terminated due to a right of reversion, the
City agrees to hold harmless and release the YMCA from any damages resulting from
such termination and reversion. This provision shall survive the expiration or earlier
termination of this Agreement.”
b. Section 7.4.1 is hereby amended to read as follows: “In the event the improvements
on the YMCA Recreation Center are destroyed or injured by fire, earthquake or other
casualty, then the YMCA shall have the option to terminate this Agreement and retain
any loss proceeds resulting from insurance coverage. The YMCA shall have no
obligation to rebuilt or restore the Premises and/or replace the improvements
damaged or destroyed by such casualty."
Except as amended herein, Article 7 shall remain unchanged.
8. Article 8. Article 8 is amended as follows:
a. Section 8.9 of the Agreement is hereby amended to read as follows:
8.9 Nondiscrimination
Parties shall not discriminate in employment or services to the public 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, and as otherwise
provided by state and federal law. The Parties shall 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 Parties. Reasonable
accommodation for employees or applicants will be provided.
From and after the Effective Date of this Agreement, CITY and YMCA shall comply with all
federal laws relating to nondiscrimination in connection with any use, operation, program, or
activity on or related to the Premises, including but not limited to the following laws and
regulations as such may be amended from time to time: (a) the regulations of the U.S. Department
of the Interior at 43 CFR Part 17, (b) Title VI of the Civil Rights Act of 1964, (c) the Age
Discrimination Act of 1975, (d) Section 504 of the Rehabilitation Act of 1973, (e) the
Architectural Barriers Act of 1968, and (f) the Americans with Disabilities Act of 1990;
PROVIDED, this provision shall not be interpreted to impose on the YMCA any greater
obligation or burden than YMCA already has under such laws with respect to improvements
constructed prior to the Effective Date of this Agreement.
A new Section 8.23 shall be added to the end of Section 8, which reads as follows:
8.23. Dispute Resolution.
“8.23.1 Policy. The Parties shall use good faith efforts to resolve all claims, disputes
and other matters in question between the Parties arising out of or relating to this Agreement
(each a “Matter in Dispute”) using the procedures set forth herein. The Parties shall proceed in
good faith to resolve all Matters in Dispute as expeditiously as possible.
8.23.2 Mediation Process. Either party by delivering written notice to the other, may
request mediation of any Matter in Dispute that the Parties have been unable to resolve using.
Unless otherwise agreed by the Parties, the mediation shall be conducted by a JAMS-appointed
mediator in the Seattle, Washington office of JAMS. Each party shall bear its own costs
associated with any mediation, and shall split the fees of the mediator evenly. The mediation
shall be nonbinding.
Except as amended herein, Article 8 shall remain unchanged.
In the event of any conflict between the terms of this Amendment and the terms of the Agreement,
the terms of this Amendment shall control and be binding on the Parties hereto.
Nothing in this Amendment shall alter or amend the Agreement other than as stated herein and
in the previous four amendments to the Agreement.
The parties whose names appear below warrant that they are authorized to enter into an agreement
that is binding on the parties of this Amendment.
Signature page to follow
CITY OF BREMERTON
YMCA OF PIERCE AND KITSAP
COUNTIES
Signature:_______________________
Signature:_______________________
Title:___________________________
Title:___________________________
Date:___________________________
Date:___________________________
Approved as to Form:
Approved as to Form:
City of Bremerton Attorney
Attorney
FIFTH AMENDMENT TO THE
CONCESSION AND MANAGEMENT
AGREEMENT BETWEEN
CITY OF BREMERTON
AND
YMCA OF PIERCE AND KITSAP COUNTIES
THIS FIFTH AMENDMENT (“Fifth Amendment”) TO THE CONCESSION AND
MANAGEMENT AGREEMENT ("Agreement") is made effective as of March 19, 2022 by and
between the CITY OF BREMERTON, a Washington municipal corporation (hereinafter referred to as
the "CITY"), and YMCA OF PIERCE AND KITSAP COUNTIES, a Washington non-profit
corporation (hereinafter referred to as the "YMCA") below, coll ectively referred to as the "Parties."
RECITALS
WHEREAS, the parties entered into a Concession and Management Agreement effective
October 10, 2011 (the “Agreement”); and
WHEREAS, the parties agreed December 4, 2020, to extend the original term of the current
Concession and Management agreement to June 30, 2021 (the “First Amendment”); and
WHEREAS, on March 1, 2021, the YMCA exercised its right to terminate the Agreement
relative only to the Glenn Jarstad Aquatic Center (“Pool Management”) pursuant to certain
termination notice (“Notice”) under Section 4.5.6 of the Agreement, and by letter, dated
March 5, 2021, the City accepted said Notice pursuant to Section 4.5.6 and Section 2.2.2 of
the Agreement;
WHEREAS, during the 90 days’ notice of termination period that expired May 31, 2021,
the YMCA and the City entered into negotiations concerning terms and conditions of a
possible pool management agreement going forward, addressing, in particular, certain
known Extraordinary Expenses, as that term is defined in the Agreement;
WHEREAS, Section 4.5.6 of the Agreement contemplates that following such Notice, the
Parties may attempt to negotiate a path forward on new or different terms. Unfortunately,
the Parties were unable to reach agreement during said Notice period;
WHEREAS, effective May 31, 2021, the Parties agreed in that certain Second Amendment
to and Reinstatement of the Agreement, fully and formally executed June 30, 2021, (the
“Second Amendment”) to extend the term of the operations portion of the Concession Area
& YMCA Recreational Center (as defined in the Agreement) to December 31, 2021 and to
extend the Pool Management Agreement to September 30, 2021 due to a desire to continue
discussion for a short period of time; and
WHEREAS, effective October 1, 2021, the Parties agreed in that certain Third Amendment
of the Concession and Management Agreement (the “Third Amendment”) to extend the
Pool Management portion of the Agreement through December 31, 2021 in order to align
with the expiration date of the operations portion of the Concession Area and YMCA
Recreational Center and to allow for continued discussion pursuant to Section 4.5.6 of the
Agreement, which the parties agreed would take place through mediation.
WHEREAS, effective January 1, 2022, the Parties agreed in that certain Fourth
Amendment of the Concession and Management Agreement (the “Fourth Amendment”) to
extend the terms of both the Pool Management portion of the Agreement (as defined in the
Agreement) as well as the operations portion of the Concession Area and YMCA
Recreational Center (as defined in the Agreement) (collectively, the “Facilities”) through
March 18, 2022. The Parties agreed to continue discussion pursuant to Section 4.5.6 of the
Agreement; and
WHEREAS, furthermore, the Parties desire to extend the term of the Agreement for the
Facilities through May 6, 2022 in order to continue discussion pursuant to Section 4.5.6 of
the Agreement. However, should the parties reach agreement on mutually acceptable terms,
and the terms are subsequently ratified by the Bremerton City Council and YMCA’s Board
of Directors, respectively, and approved by NPS pursuant to Section 8.12 of the Agreement,
this temporary extension shall terminate and the new agreed upon terms, if any, shall be
controlling as of the latest date of the aforementioned approval(s).
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by the Parties, the Agreement is amended as follows:
1. Recitals; Definitions. All of the above recitals are incorporated herein and made a part
hereof as if first stated herein. All of the defined terms herein shall have the meaning ascribed
thereto in the Agreement unless otherwise defined herein.
2. Amendment. The City acknowledges and agrees that on March 1, 2021 the YMCA
timely exercised its right to terminate the Pool Management portion of the Agreement under
Sections 4.5.6 of the Agreement by the giving of certain Notice described above, and that on
March 5, 2021, the City, by letter to the YMCA, confirmed and accepted such termination Notice
relative to the Pool Management. The City further acknowledges that the effective date of such
termination Notice was May 31, 2021. Notwithstanding such termination, the Parties previously
agreed, in the certain Second Amendment described above, to reinstate the Pool Management
portion of the Agreement effective May 31, 2021. Currently, the term of the entire Agreement
expires March 18, 2022 (the “Extended Term”). The Parties now hereby agree to extend the
terms of the Pool Management portion of the Agreement, as well as the Concession Area/YMCA
Recreation Center operations portion of the Agreement, again to expire May 6, (the “New
Extended Term”), to allow the Parties to serve the community while also allowing the Parties to
negotiate a longer term for both portions of the Agreement, or otherwise reach a final disposition
in this matter.
3. Management Expenses & Termination Due to the procedural posture of this
Amendment, and the rights already exercised by the YMCA and the City under Sections 4.5.6 ,
the Parties agree that the YMCA will not be responsible for Extraordinary Expenses, whether by
virtue of this Amendment or otherwise, nor shall it be required to incur or expend or be
responsible for any Extraordinary Expense amounts (as defined in Section 4.5.6 of the
Agreement) merely by virtue of or during the extended terms of this Amendment. For the
avoidance of doubt, the YMCA shall not lose any rights, but shall retain all rights, available to it
by virtue of having given the Notice, including but not limited to those related to Extraordinary
Expenses. Further, should the Parties not reach agreement during the New Extended Term on
pool management and Extraordinary Expenses for a more permanent pool management
arrangement going forward after the expiration of this New Extended Term, then: (i) the YMCA’s
right of termination, already exercised, will nonetheless be honored, unaltered, unamended, and
unaffected by this Amendment and will not need to be re-exercised; and (ii) the new effective
date of the Notice will be deemed extended to May 6, 2022.
The YMCA desires, and the City agrees, that the YMCA’s agreed total contribution during this
New Extended Term shall be limited to a total of $4,133 per month toward repair and/or
replacement of existing systems and Extraordinary Expenses. This shall include, but not be
limited to, items such as water pump(s), leaks, HVAC system, etc. This amount shall be spread
equally by the YMCA on a monthly basis toward repair/replacement work, should it become
necessary. General operational maintenance remains the sole obligation of the YMCA and is not
included in the above agreed maintenance contribution monthly limitation. General operational
maintenance includes things such as, but not limited to, general operating supplies, water quality
testing and related supplies, cleaning and janitorial supplies, lighting and electrical maintenance,
utilities, pool equipment, pool filtration maintenance, chemical feed system maintenance, heating
system maintenance and electrical system maintenance but specifically excludes leaking roofs,
water penetration in the walls, and brick/masonry work and other repairs of a structural nature.
Should repair, additional maintenance, and/or replacement of existing systems that exceed the
YMCA’s $4,133 maximum monthly contribution become necessary, the obligation to pay for,
compensate the YMCA for, or otherwise proceed with such repairs and/or replacement shall not
transfer to the City; provided however, the City may, at its sole option, pay for and proceed with
such repairs and/or replacement at its own expense. In addition, either party may elect to
terminate this lease with ten (10) business days notice to the other, or such shorter period as may
be reasonably necessary to protect the health and safety of the public and patrons of the Pool and
Recreational Center. For the avoidance of doubt, neither the YMCA nor the City shall have any
obligation to repair, maintain, and/or replace any existing systems, even if such refusal results in
the closure of the facility due to said necessary repairs. If safety concerns exist regarding either
the Glenn Jarstad Aquatic Center or the Concession Area and YMCA Recreational Center (as
defined in the Agreement), either the YMCA or the City may, at its reasonable discretion, close
the facility for said safety concerns. Furthermore, any press release regarding closure of either
part of the facility shall be jointly and mutually agreed upon by the Parties prior to its joint release.
In the event of any conflict between the terms of this Amendment and the terms of the
Agreement, the terms of this Amendment shall control and be binding on the Parties hereto.
Nothing in this Amendment shall alter or amend the Agreement other than as stated herein.
The parties whose names appear below warrant that they are authorized to enter into
an agreement that is binding on the parties of this Amendment. In addition, to the
extent applicable, the Parties warrant that they have or will inform the surety of this
change and shall take appropriate action to modify any bonds required under the
agreement to address this change.
Signature page to follow
CITY OF BREMERTON
YMCA OF PIERCE AND KITSAP
COUNTIES
Signature:_______________________
Signature:_______________________
Title:___________________________
Title:___________________________
Date:___________________________
Date:___________________________
Approved as to Form:
Approved as to Form:
City of Bremerton Attorney
Attorney
FOURTH AMENDMENT TO THE
CONCESSION AND MANAGEMENT
AGREEMENT BETWEEN
CITY OF BREMERTON
AND
YMCA OF PIERCE AND KITSAP COUNTIES
DocuSign Envelope ID: B2938269-67F6-414E-BB64-B2E69F041C7B
THIS FOURTH AMENDMENT (“Fourth Amendment”) TO THE CONCESSION AND
MANAGEMENT AGREEMENT ("Agreement") is made effective as of January 1, 2022 by and
between the CITY OF BREMERTON, a Washington municipal corporation (hereinafter referred to as
the "CITY"), and YMCA OF PIERCE AND KITSAP COUNTIES, a Washington non-profit
corporation (hereinafter referred to as the "YMCA") below, collectively referred to collectively as the
"Parties."
RECITALS
WHEREAS, the parties entered into a Concession and Management Agreement effective
October 10, 2011 (the “Agreement”); and
WHEREAS, the parties agreed December 4, 2020, to extend the original term of the current
Concession and Management agreement to June 30, 2021 (the “First Amendment”); and
WHEREAS, on March 1, 2021, the YMCA exercised its right to terminate the Agreement
relative only to the Glenn Jarstad Aquatic Center (“Pool Management”) pursuant to certain
termination notice (“Notice”) under Section 4.5.6 of the Agreement, and by letter, dated
March 5, 2021, the City accepted said Notice pursuant to Section 4.5.6 and Section 2.2.2 of
the Agreement;
WHEREAS, during the 90 days’ notice of termination period that expired May 31, 2021,
the YMCA and the City entered into negotiations concerning terms and conditions of a
possible pool management agreement going forward, addressing, in particular, certain
known Extraordinary Expenses, as that term is defined in the Agreement;
WHEREAS, Section 4.5.6 of the Agreement contemplates that following such Notice, the
Parties may attempt to negotiate a path forward on new or different terms. Unfortunately,
the Parties were unable to reach agreement during said Notice period;
WHEREAS, effective May 31, 2021, the Parties agreed in that certain Second Amendment
to and Reinstatement of the Agreement, fully and formally executed June 30, 2021, (the
“Second Amendment”) to extend the term of the operations portion of the Concession Area
& YMCA Recreational Center (as defined in the Agreement) to December 31, 2021 and to
extend the Pool Management Agreement to September 30, 2021 due to a desire to continue
discussion for a short period of time; and
WHEREAS, effective October 1, 2021, the Parties agreed in that certain Third Amendment
of the Concession and Management Agreement (the “Third Amendment”) to extend the
Pool Management portion of the Agreement through December 31, 2021 in order to align
with the expiration date of the operations portion of the Concession Area and YMCA
Recreational Center and to allow for continued discussion pursuant to Section 4.5.6 of the
Agreement, which the parties agreed would take place through mediation.
WHEREAS, furthermore, the Parties desire to extend the terms of both the Pool
Management portion of the Agreement (as defined in the Agreement) as well as the
operations portion of the Concession Area and YMCA Recreational Center (as defined in
DocuSign Envelope ID: B2938269-67F6-414E-BB64-B2E69F041C7B
the Agreement) through March 18, 2022. The Parties have agreed to continue discussion
pursuant to Section 4.5.6 of the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by the Parties, the Agreement is amended as follows:
1. Recitals; Definitions. All of the above recitals are incorporated herein and made a part
hereof as if first stated herein. All of the defined terms herein shall have the meaning ascribed
thereto in the Agreement unless otherwise defined herein.
2. Amendment. The City acknowledges and agrees that on March 1, 2021 the YMCA
timely exercised its right to terminate the Pool Management portion of the Agreement under
Sections 4.5.6 of the Agreement by the giving of certain Notice described above, and that on
March 5, 2021, the City, by letter to the YMCA, confirmed and accepted such termination Notice
relative to the Pool Management. The City further acknowledges that the effective date of such
termination Notice was May 31, 2021. Notwithstanding such termination, the Parties previously
agreed, in the certain Second Amendment described above, to reinstate the Pool Management
portion of the Agreement effective May 31, 2021. Currently, the term of the entire Agreement
expires December 31, 2021 (the “Extended Term”). The Parties now hereby agree to extend the
terms of the Pool Management portion of the Agreement, as well as the Concession Area/YMCA
Recreation Center operations portion of the Agreement, again to expire March 18, 2022 (the
“New Extended Term”), to allow the Parties to serve the community while also allowing the
Parties to negotiate a longer term for both portions of the Agreement, or otherwise reach a final
disposition in this matter.
3. Management Expenses & Termination Due to the procedural posture of this
Amendment, and the rights already exercised by the YMCA and the City under Sections 4.5.6 ,
the Parties agree that the YMCA will not be responsible for Extraordinary Expenses, whether by
virtue of this Amendment or otherwise, nor shall it be required to incur or expend or be
responsible for any Extraordinary Expense amounts (as defined in Section 4.5.6 of the
Agreement) merely by virtue of or during the extended terms of this Amendment. For the
avoidance of doubt, the YMCA shall not lose any rights, but shall retain all rights, available to it
by virtue of having given the Notice, including but not limited to those related to Extraordinary
Expenses. Further, should the Parties not reach agreement during the New Extended Term on
pool management and Extraordinary Expenses for a more permanent pool management
arrangement going forward after the expiration of this New Extended Term, then: (i) the YMCA’s
right of termination, already exercised, will nonetheless be honored, unaltered, unamended, and
unaffected by this Amendment and will not need to be re-exercised; and (ii) the new effective
date of the Notice will be deemed extended to March 18, 2022.
The YMCA desires, and the City agrees, that the YMCA’s agreed total contribution during this
New Extended Term shall be limited to a total of $4,133 per month toward repair and/or
replacement of existing systems and Extraordinary Expenses. This shall include, but not be
limited to, items such as water pump(s), leaks, HVAC system, etc. This amount shall be spread
equally by the YMCA on a monthly basis toward repair/replacement work, should it become
necessary. General operational maintenance remains the sole obligation of the YMCA and is not
included in the above agreed maintenance contribution monthly limitation. General operational
DocuSign Envelope ID: B2938269-67F6-414E-BB64-B2E69F041C7B
maintenance includes things such as, but not limited to, general operating supplies, water quality
testing and related supplies, cleaning and janitorial supplies, lighting and electrical maintenance,
utilities, pool equipment, pool filtration maintenance, chemical feed system maintenance, heating
system maintenance and electrical system maintenance but specifically excludes leaking roofs,
water penetration in the walls, and brick/masonry work and other repairs of a structural nature .
Should repair, additional maintenance, and/or replacement of existing systems that exceed the
YMCA’s $4,133 maximum monthly contribution become necessary, the obligation to pay for,
compensate the YMCA for, or otherwise proceed with such repairs and/or replacement shall not
transfer to the City; provided however, the City may, at its sole option, pay for and proceed with
such repairs and/or replacement at its own expense. In addition, either party may elect to
terminate this lease with ten (10) business days notice to the other, or such shorter period as may
be reasonably necessary to protect the health and safety of the public and patrons of the Pool and
Recreational Center. For the avoidance of doubt, neither the YMCA nor the City shall have any
obligation to repair, maintain, and/or replace any existing systems, even if such refusal results in
the closure of the facility due to said necessary repairs. If safety concerns exist regarding either
the Glenn Jarstad Aquatic Center or the Concession Area and YMCA Recreational Center (as
defined in the Agreement), either the YMCA or the City may, at its reasonable discretion, close
the facility for said safety concerns. Furthermore, any press release regarding closure of either
part of the facility shall be jointly and mutually agreed upon by the Parties prior to its joint release.
In the event of any conflict between the terms of this Amendment and the terms of the
Agreement, the terms of this Amendment shall control and be binding on the Parties hereto.
Nothing in this Amendment shall alter or amend the Agreement other than as stated herein.
The parties whose names appear below warrant that they are authorized to enter into
an agreement that is binding on the parties of this Amendment. In addition, to the
extent applicable, the Parties warrant that they have or will inform the surety of this
change and shall take appropriate action to modify any bonds required under the
agreement to address this change.
Signature page to follow
DocuSign Envelope ID: B2938269-67F6-414E-BB64-B2E69F041C7B
CITY OF BREMERTON
YMCA OF PIERCE AND KITSAP
COUNTIES
Signature:_______________________
Signature:_______________________
Title:___________________________
Title:___________________________
Date:___________________________
Date:___________________________
Approved as to Form:
Approved as to Form:
City of Bremerton Attorney
Attorney
DocuSign Envelope ID: B2938269-67F6-414E-BB64-B2E69F041C7B
President and CEO
12/29/202112/30/2021
Mayor
Third Amendment to the Concession and Management Agreement YMCA of Pierce
and Kitsap Counties
THIRD AMENDMENT TO THE
CONCESSION AND MANAGEMENT
AGREEMENT BETWEEN
CITY OF BREMERTON
AND
YMCA OF PIERCE AND KITSAP COUNTIES
DocuSign Envelope ID: 953B9A54-9A47-4236-B9D4-AA6AA5E07692
Third Amendment to the Concession and Management Agreement YMCA of Pierce
and Kitsap Counties
THIS THIRD AMENDMENT (“Third Amendment”) TO THE CONCESSION AND
MANAGEMENT AGREEMENT ("Agreement") is made effective as of October 1, 2021 by and
between the CITY OF BREMERTON, a Washington municipal corporation (hereinafter referred to as
the "CITY"), and YMCA OF PIERCE AND KITSAP COUNTIES, a Washington non-profit
corporation (hereinafter referred to as the "YMCA") below, collectively referred to collectively as the
"Parties."
RECITALS
WHEREAS, the parties entered into a Concession and Management Agreement effective
October 10, 2011 (the “Agreement”); and
WHEREAS, the parties agreed December 4, 2020, to extend the original term of the current
Concession and Management agreement to June 30, 2021 (the “First Amendment”); and
WHEREAS, on March 1, 2021, the YMCA exercised its right to terminate the Agreement
relative only to the Glenn Jarstad Aquatic Center (“Pool Management”) pursuant to certain
termination notice (“Notice”) under Section 4.5.6 of the Agreement, and by letter, dated
March 5, 2021, the City accepted said Notice pursuant to Section 4.5.6 and Section 2.2.2 of
the Agreement;
WHEREAS, during the 90 days’ notice of termination period that expired May 31, 2021,
the YMCA and the City entered into negotiations concerning terms and conditions of a
possible pool management agreement going forward, addressing, in particular, certain
known Extraordinary Expenses, as that term is defined in the Agreement;
WHEREAS, Section 4.5.6 of the Agreement contemplates that following such Notice, the
Parties may attempt to negotiate a path forward on new or different terms. Unfortunately,
the Parties were unable to reach agreement during said Notice period;
WHEREAS, effective May 31, 2021, the Parties agreed in that certain Second Amendment
to and Reinstatement of the Agreement, fully and formally executed June 30, 2021, (the
“Second Amendment”) to extend the term of the operations portion of the Concession Area
& YMCA Recreational Center (as defined in the Agreement) to December 31, 2021 and to
extend the Pool Management Agreement to September 30, 2021 due to a desire to continue
discussion for a short period of time; and
WHEREAS, furthermore, the Parties desire to extend the Pool Management portion of the
Agreement (as defined in the Agreement) through December 31, 2021 in order to align with
the current expiration date of the operations portion of the Concessions Area and YMCA
Recreational Center (as defined in the Agreement) and to allow for continued discussion
pursuant to Section 4.5.6 of the Agreement, which the parties have agreed will take place
through mediation.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by the Parties, the Agreement is amended as follows:
DocuSign Envelope ID: 953B9A54-9A47-4236-B9D4-AA6AA5E07692
Third Amendment to the Concession and Management Agreement YMCA of Pierce
and Kitsap Counties
1. Recitals; Definitions. All of the above recitals are incorporated herein and made a part
hereof as if first stated herein. All of the defined terms herein shall have the meaning ascribed
thereto in the Agreement unless otherwise defined herein.
2. Amendment. The City acknowledges and agrees that on March 1, 2021 the YMCA
timely exercised its right to terminate the Pool Management portion of the Agreement under
Sections 4.5.6 of the Agreement by the giving of certain Notice described above, and that on
March 5, 2021, the City, by letter to the YMCA, confirmed and accepted such termination Notice
relative to the Pool Management. The City further acknowledges that the effective date of such
termination Notice was May 31, 2021. Notwithstanding such termination, the Parties previously
agreed, in the certain Second Amendment described above, to reinstate the Pool Management
portion of the Agreement effective May 31, 2021. The Parties now hereby agree to extend the
term of the Pool Management portion of the Agreement again to expire December 31, 2021(the
“Extended Term”), to allow the parties to serve the community while also allowing the parties to
negotiate a longer term for the Pool management portion of the Agreement, or otherwise reach a
final disposition in this matter. The Concession Area/YMCA Recreation Center operations
portion of the Agreement remains unchanged, as determined in the Second Amendment and will
expire December 31, 2021.
3. Management Expenses & Termination Due to the procedural posture of this
Amendment, and the rights already exercised by the YMCA and the City under Sections 4.5.6 ,
the Parties agree that the YMCA will not be responsible for Extraordinary Expenses, whether by
virtue of this Amendment or otherwise, nor shall it be required to incur or expend or be
responsible for any Extraordinary Expense amounts (as defined in Section 4.5.6 of the
Agreement) merely by virtue of or during the extended terms of this Amendment. For the
avoidance of doubt, the YMCA shall not lose any rights, but shall retain all rights, available to it
by virtue of having given the Notice, including but not limited to those related to Extraordinary
Expenses. Further, should the Parties not reach agreement during the Extended Term on pool
management and Extraordinary Expenses for a more permanent pool management arrangement
going forward after the expiration of this Extended Term, then: (i) the YMCA’s right of
termination, already exercised, will nonetheless be honored, unaltered, unamended, and
unaffected by this Amendment and will not need to be re-exercised; and (ii) the new effective
date of the Notice will be deemed extended to December 31, 2021.
In the event of any conflict between the terms of this Amendment and the terms of the
Agreement, the terms of this Amendment shall control and be binding on the Parties hereto.
Nothing in this Amendment shall alter or amend the Agreement other than as stated herein.
The parties whose names appear below warrant that they are authorized to enter into
an agreement that is binding on the parties of this Amendment. In addition, to the
extent applicable, the Parties warrant that they have or will inform the surety of this
change and shall take appropriate action to modify any bonds required under the
agreement to address this change.
Signature page to follow
DocuSign Envelope ID: 953B9A54-9A47-4236-B9D4-AA6AA5E07692
Third Amendment to the Concession and Management Agreement YMCA of Pierce
and Kitsap Counties
CITY OF BREMERTON
YMCA OF PIERCE AND KITSAP
COUNTIES
Signature:_______________________
Signature:_______________________
Title:___________________________
Title:___________________________
Date:___________________________
Date:___________________________
Approved as to Form:
Approved as to Form:
City of Bremerton Attorney
Attorney
DocuSign Envelope ID: 953B9A54-9A47-4236-B9D4-AA6AA5E07692
9/30/2021
Charlie Davis President and CEO
9/30/2021
Greg Wheeler Mayor
_____________________________________________________________________________
Finance │ 345 6th Street, Ste100., Bremerton, WA 98337 * Phone (360) 473-5306 * Fax (360) 473-5018
Executive Correspondence Routing Memo
Date: June 30, 2021
Description: YMCA Concession Agreement Amendment 2 and Reinstatement of the
Action Requested: Review and sign the YMCA Concession agreement short-term amendment
extending the initial term of the Concession Area to December 31, 2021 and extending the
Notice of Termination period to September 30, 2021.
Originator: Melinda Monroe
Coordination / Approval / Recommendation:
Parks Director (if applicable): Recommended Initials/date _____
City Attorney (if applicable): Recommended Initials/date __ ___
Approval/Signature: Please sign the enclosed agreement as indicated
Mayor: Approval / Signature Please sign the enclosed agreement as indicated
City Clerk: Approval/Signature Please sign the enclosed agreements as indicated. * please
notarize the page indicated
Please return to Finance/Contracts Administration for final processing upon approval /
signature.
Notice of
Termination period
verbal 6.30.21
Mycha
el Raya
Digitally signed
by Mychael Raya
Date: 2021.06.30
16:48:59 -07'00'
DocuSign Envelope ID: CBFFD5E4-D8DE-4A93-8669-1A1C686F061C
Second Amendment to and Reinstatement of the Concession and Management
Agreement YMCA of Pierce and Kitsap
SECOND AMENDMENT TO AND
REINSTATEMENT OF THE
CONCESSION AND MANAGEMENT
AGREEMENT BETWEEN
CITY OF BREMERTON
AND
YMCA OF PIERCE AND KITSAP COUNTIES
DocuSign Envelope ID: CBFFD5E4-D8DE-4A93-8669-1A1C686F061C
Second Amendment to and Reinstatement of the Concession and Management
Agreement YMCA of Pierce and Kitsap
THIS SECOND AMENDMENT TO AND REINSTATEMENT OF THE
CONCESSION AND MANAGEMENT AGREEMENT ("Agreement") is made effective as of May
31, 2021 notwithstanding the date fully executed by and between the CITY OF BREMERTON, a
Washington municipal corporation (hereinafter referred to as the "CITY"), and YMCA OF PIERCE
AND KITSAP COUNTIES, a Washington non-profit corporation (hereinafter referred to as the
"YMCA") below, collectively referred to collectively as the "Parties."
RECITALS
WHEREAS, the parties entered into a Concession and Management Agreement effective
October 10, 2011; and
WHEREAS, the parties agreed December 4, 2020, to extend the original term of the current
Concession and Management agreement to June 30, 2021; and
WHEREAS, on March 1, 2021, the YMCA exercised its right to terminate the Agreement
relative only to the Glenn Jarstad Aquatic Center (“Pool Management”) pursuant to certain
termination notice (“Notice”) under Section 4.5.6 of the Agreement, and by letter, dated
March 5, 2021, the City accepted said Notice pursuant to Section 4.5.6 and Section 2.2.2 of
the Agreement;
WHEREAS, during the 90 days’ notice of termination period that expired May 31, 2021,
the YMCA and the City entered into negotiations concerning terms and conditions of a
possible pool management agreement going forward, addressing, in particular, certain
known Extraordinary Expenses, as that term is defined in the Agreement;
WHEREAS, Section 4.5.6 of the Agreement contemplates that following such Notice, the
Parties may attempt to negotiate a path forward on new or different terms. Unfortunately,
the Parties were unable to reach agreement during said Notice period;
WHEREAS, the Parties desire to continue discussion for a short period of time and during
that time, for the YMCA to continue management of the Pool on a limited basis as further
described herein;
WHEREAS, furthermore, the YMCA desires to extend the operations portion of the
Concessions Area & YMCA Recreational Center (as defined in the Agreement) through
December 31, 2021.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by the Parties, the Agreement is amended as follows:
1. Recitals; Definitions. All of the above recitals are incorporated herein and made a part
hereof as if first stated herein. All of the defined terms herein shall have the meaning ascribed
thereto in the Agreement unless otherwise defined herein.
2. Reinstatement and Amendment. The City acknowledges and agrees that on March 1,
2021 the YMCA timely exercised its right to terminate the Pool Management portion of the
DocuSign Envelope ID: CBFFD5E4-D8DE-4A93-8669-1A1C686F061C
Second Amendment to and Reinstatement of the Concession and Management
Agreement YMCA of Pierce and Kitsap
Agreement under Sections 4.5.6 of the Agreement by the giving of certain Notice describe above,
and that on March 5, 2021, the City, by letter to the YMCA, confirmed and accepted such
termination Notice relative to the Pool Management. The City further acknowledges that the
effective date of such termination Notice was May 31, 2021. Notwithstanding such termination,
the Parties have agreed to reinstate the Pool Management portion of the Agreement and backdate
the effective date of this amendment to May 31, 2021 and amend it by extending the term of the
Pool Management portion of the Agreement to expire September 30, 2021 (the “Extended
Term”), but only for the sole and limited purpose of serving the community while allowing
discussions over a path forward for longer term pool management continue, which is something
the Parties had already contemplated in the Agreement under Section 4.5.6. In addition, the
Parties agree to extend the Concession Area/YMCA Recreation Center operations portion of the
Agreement to December 31, 2021, to allow for further discussion.
3. Management Expenses & Termination Due to the procedural posture of this
Amendment, and the rights already exercised by the YMCA and the City under Sections 4.5.6
and 2.2.2, respectively, the Parties agree that the YMCA will not be responsible for Extraordinary
Expenses, whether by virtue of this Amendment or otherwise, nor shall it be required to incur or
expend or be responsible for any Extraordinary Expense amounts (as defined in Section 4.5.6 of
the Agreement) during the extended terms of this Amendment. For the avoidance of doubt, the
YMCA shall not lose any rights, but shall retain all rights, available to it by virtue of having given
the Notice, including but not limited to those related to Extraordinary Expenses. Further, should
the Parties not reach agreement during the Extended Term on pool management and
Extraordinary Expenses for a more permanent pool management arrangement going forward after
the expiration of this Extended Term, then: (i) the YMCA’s right of termination, already
exercised, will nonetheless be honored, unaltered, unamended, and unaffected by this
Amendment and will not need to be re-exercised; and (ii) the new effective date of the Notice
will be deemed extended to September 30, 2021.
In the event of any conflict between the terms of this Amendment and the terms of the
Agreement, the terms of this Amendment shall control and be binding on the Parties hereto.
Nothing in this Amendment shall alter or amend the Agreement other than as stated herein.
The parties whose names appear below warrant that they are authorized to enter into
an agreement that is binding on the parties of this Amendment. In addition, to the
extent applicable, the Parties warrant that they have or will inform the surety of this
change and shall take appropriate action to modify any bonds required under the
agreement to address this change.
Signature page to follow
DocuSign Envelope ID: CBFFD5E4-D8DE-4A93-8669-1A1C686F061C
Second Amendment to and Reinstatement of the Concession and Management
Agreement YMCA of Pierce and Kitsap
CITY OF BREMERTON
YMCA OF PIERCE AND KITSAP
COUNTIES
Signature:_______________________
Signature:_______________________
Title:___________________________
Title:___________________________
Date:___________________________
Date:___________________________
Approved as to Form:
Approved as to Form:
City of Bremerton Attorney
Attorney
DocuSign Envelope ID: CBFFD5E4-D8DE-4A93-8669-1A1C686F061C
President and CEO
6/30/2021
Mayor
6/30/2021
CONCESSION AND MANAGEMENT
AGREEMENT BETWEEN
CITY OF BREMERTON
AND
YMCA OF PIERCE AND KITSAP COUNTIES
YMCA Concession
Management Agreement
TABLE OF CONTENTS
RECITALS
ARTICLE 1 PREMISES
1 1 Premises Defined
1 2 Interest m Premises
1 3 Interest in Improvements
1 4 Property Trade
ARTICLE 2 TERM OF AGREEMENT
21 Term
2 2 Option to Renew
2 2 1 Exercising Option
2 2 2 Pool Contmgency Opton to Termmate
2 3 Expiration or Termmation of Agreement Improvements
2 4 Purpose of Use
ARTICLE 3 CONSIDERATION
3 1 Consideration for Concession
3 1 1 Concession Fee and Subsidy
3 1 2 CPI
3 1 3 Leasehold Excise Tax
3 2 Pool Management by the YMCA
3 2 1 YMCA Responsibilrties and Obligations
3 2 2 Transrtion Period
3 2 3 CITY Mamtenance Responsibilities and Obligations
ARTICLE 4 USE OPERATION OF PREMISES
4 1 Use of Premises
4 1 1 Recreational Uses
4 1 2 Incidental Uses
413 SubConcessions
4 1 4 Security and Nuisance during Use
4 2 Operating Hours
4 3 Entry by CITY and NPS
4 4 Health Inspections
4 5 Maintenance Repair Improvements
4 5 1 Generally
4 S 2 Sidewalks and Parkmg Mamtenance
4 5 3 Janrtorial and Landscapmg Services
4 5 4 Repair of Damage
4 5 5 Pool Improvements
4 5 6 Extraordinary Expenses
4 6 Signs
4 7 Utilrties
4 7 1 Utility Servces and Expense
4 7 2 Trash Garbage
4 8 Parkmg
4 8 1 Concession Area Parking
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YMCA Concession 8c
i
Management Agreement
4 8 2 Pool Parkmg
4 8 3 Additional Parking
4 9 Hazardous Substances
4 9 1 Definrtion
4 9 2 Information
4 9 3 Indemnification
4 10 Risk of Loss
ARTICLE 5 DEVELOPMENT OF IMPROVEMENTS
5 1 CITY Consent
5 2 Development and Construction Fees Expenses
5 3 YMCAs Development Proect
5 4 No Liens
ARTICLE 6 FINANCING SECURITY INTERESTS
6 1 Financing No CITY Oblgation
6 2 Security Interest m Premises AgreementConsent
6 3 Lenders Reliance on Term and Renewal Options
6 4 Surrender of the Collateral
6 5 Notice of Default and Lenders Rghts
6 5 1 Notice of Default
6 5 2 Termmation for Monetary Default
6 5 3 Termmation for NonMonetary Default
6 5 4 Termination due to Bankruptcy
6 6 Right to Assign
6 7 Disposition of Insurance
6 8 Right to Participate m Lrtigation
6 9 Incorporation of Lenders Protection Provsions
6 10 Right to Remove Collateral
611 Notices
6 12 Lenders Change in Loan Terms
ARTICLE 7 TERMINATION
7 l Failure to Perform
7 1 1 Obligation to Perform
7 1 2 Payments to Other Partes
7 2 Default and Termmaton
7 2 1 CITYs Default
7 2 2 YMCAs Default
7 2 3 Default for Other Cause
7 2 4 Bankruptcy
7 3 Termmaton Due to Right of Reversion
7 4 Destruction of Premises Use of Insurance Proceeds
7 4 1 YMCA Recreaton Center
7 4 2 Pool
7 5 Duties upon Termmation
7 6 Eminent Domam
7 6 1 Rghts of Termination
7 6 2 NonTermination
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YMCA Concession
Management Agreement
i
7 6 3 Compensation
7 6 4 Reverson of Interest not Eminent Domam
7 7 Remedies Are Cumulative
ARTICLE 8 GENERAL CONDITIONS
8 1 Relationshp of Parties
8 1 1 YMCA Independent Contractor Status
8 1 2 No Third Party Rights Created
8 1 3 No Joint VenturePartnership
8 1 4 City Administration of Agreement
8 2 Notices
8 3 Reports Records
8 3 1 ReportsMeehngs
8 3 2 Records
8 3 3 Audits and Inspections
8 4 Permits Licenses Taxes Fees
8 4 1 Permits Licenses Other pocuments
8 4 2 Taxes Fees
8 5 Insurance
8 5 1 Fire Earthquake Casualty Insurance
8 5 2 Liability Insurance
8 5 3 Release and Waver of Subrogaton
8 6 Hold Harmless Indemnification Industrial Insurance
8 7 Successors Assigns
8 8 Compliance wrth Laws
8 9 Nondiscrimination
8 10 Choice of Law Venue
8 11 Costs Attorneys Fees
812 Modification
8 13 Change m LawRenegotation
8 14 Force Maeure
815 Waiver
8 16 Illegal Provisions Severability
8 17 Article Headings Gender Number
8 18 Prior Agreements
8 19 Entire Agreement
8 20 Counterparts
8 21 Recording
8 22 Approval of Agreement
Exhibrt A Legal Description of Premises
Exhibt B Prelimmary Buldmg and Site Plans
Exhbrt C Qurtclaim Deed from Unrted States of America to the City of Bremerton
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YMCA Concession
u
Management Agreement
CONCESSION AND MANAGEMENT AGREEMENT
THIS CONCESSION AND MANAGEMENT AGREEMENT Agreement is entered
into effective on the date fully executed by and between the CITY OF BREMERTON a
Washington mumcipal corporation heremafter referred to as the CITY and YMCA OF
PIERCE AND KITSAP COUNTIES a Washmgton nonprofit corporation heremafter
referred to as the YMCA referred to collectively as the Parties
RECITALS
WHEREAS City is the owner of certain former Umted States Government surplus
property known as Eastpark and
WHEREAS Qurtclaim Deed dated December 14 1972 between the Crty and the Unrted
States under Covenant Number Three provides that the City may provide related recreational
facilrties and services compatible wrth Citys application through concession agreements entered
into wrth third parties such as YMCA provided further that prior concurrence to such
agreements is obtamed m wrrting from the U S Secretary of the Interior or his or her delegated
representative and
WHEREAS The Natonal Park Service NPS is the designated representative of the U
S Secretary of the Interior for the purposes of the Qurtclaim Deed dated December 14 1972
between the Cty and the Umted States and
WIEREAS The Cty and the Kitsap Family YMCA an operatmg branch of the Armed
Services YMCA of the USA Krtsap Family YMCA entered into a concession agreement for
the development and operation of a recreation facility on the Eastpark property for recreational
meetmg and community activity purposes to serve the citizens of Bremerton effectve December
6 1984 and continumg until January 1 2015 and
WHEREAS the Kitsap Family YMCA developed constructed and is operating such a
recreation facility on the Eastpark property pursuant to the concession agreement and
WHEREAS the concession agreement was amended by the parties September 19 1990
August 7 2002 and January 21 2009 and
WIEREAS on July 1 2010 the Krtsap Family YMCA was merged mto the YMCA of
Tacoma and Pierce County formmg the YMCA of Pierce and Krtsap Counties YMCA which
assumed all rights and responsibilites of the concesson agreement and
WHEREAS the City owns the indoor swimmmg pool and buildmg srtuated on the
Eastpark property located adacent to the YMCA facilrties commonly known as the Jarstad Pool
and
WHEREAS the parties desire to enter into this Concession and Management Agreement
Agreement to update and replace in rts entirety the concession agreement entered into
effective December 6 1984 as subsequently amended and further to mclude as part of the
agreement operation management and mamtenance of the Citys pool
WITNESSETH
NOW THEREFORE m consideration of the promises covenants and provisions set
forth in this Agreement the Parties agree as follows
ARTICLE 1 PREMISES
11 Premises Defined
CITY hereby grants a ground and use concession to YMCA of land for a recreational
center located wrthin the confines of Eastpark on real property legally described in Eibrt A
Property and generally shown m the srte plan m Exhibrt B attached hereto and incorporated
by reference Concession Area for operation and mamtenance of a recreational facility
developed and constructed by the YMCA mcludmg buildings fixtures appurtenances parkmg
and exterior landscaping YMCA Recreation Center In addition the YMCA agrees to
operate manage and maintain the City owned mdoor swimming pool building and related
improvements located wrthin the confines of Eastpark on real property legally described m
Exhibt A and generally shown in the site plan m Exhibit B commonly known as the Glen Jarstad
Aquatic Center Pool said exlubrts attached hereto and mcorporated by reference The
Concession Area and Pool are collectively referred to as Premises
12 Interest in Premises
This Agreement does not create an interest in land in the YMCA nor does it convey to the
YMCA exclusive possession of the land YMCAs interest in the Premises does not include the
fee ownership or leasehold mterest of the real property upon which the improvements are located
or a fee ownership or leasehold mterest of the Pool
The CITY owns the land that is subect to this Concession Agreement as well as the
mdoor swimmmg pool buildmg and related improvements located wrthin the Concession Area
The YMCA owns the YMCA Recreaton Center which includes buildmgs fixtures
appurtenances parkmg and exterior landscaping subect to the CITYs mterest upon termination
or expiration of this agreement YMCAs interest m the Concession Agreement is the right to use
the land upon which rts YMCA Recreation Center is located and the right to use the CITYs Pool
and the land upon which the Pool is located YMCAs interest m the Concesson Area is subect
to the CITYS ownership interest m the land and the Pool The CITY makes no representation of
title and if for any reason the Citys trtle to said property should terminate because of prior
rights reserved by the Unrted States Government or other clamant this Agreement shall
terminate CITY promises to perform its obligations under the Qutclaim Deed dated December
14 1972 between the City and the Unrted States attached hereto as Exhibrt C and mcorporated
by reference heremafter Qurtclaim Deed
THIS AGREEMENT AND THE OBLIGATION OF THE PARTIES HERETO AS
WELL AS THE YMCAS AND THE CITYS INTEREST IN THE PROPERTY ARE
SUBJECT TO THE QUITCLAIM DEED
2
13 Interest in Improvements
The Parties agree that the Premises are currently developed with permanent structures
and that any and all current or future development and construction of Improvements on the
Premises with the exception of the Pool are owned by YMCA subect to any security mterest of
lender if any and subect to the CITYs right title and interest at the expiraton or termmation of
this Agreement pursuant to Article 2 3
14 Property Trade
If in the future durmg the term of this concession a piece of property of comparable
worth to the real property establishing the Concession Area as described m Exhibrt A becomes
available and is considered by the CITY to be a valuable addition to the Bremerton Parks and
Recreation mventory the CITY would consider a properly trade with the YMCA assuming all
the requirements of the Department of Interior and the Qurtclaim Deed conveymg the property to
the CITY and related CITY ordmances are met The CITY at its sole discretion may accept or
reect any proposal for such property trade
ARTICLE 2 TERM OF AGREEMENT
21 Term
The term of this Agreement shall be for a period of time commencmg September l 2010
and contmuing until December 31 2020 upon the terms and conditions set forth pursuant to this
Agreement
22 Option to Renew
221 Exercising Option
The CITY agrees to offer the YMCA two 2 successive ten 10 year options to renew
this Agreement conhngent upon the YMCA remaining m full compliance wrth the terms and
condrtions of this Agreement To execute an option for renewal the YMCA not more than 180
days and not less than 60 days prior to the expiraton of the term shall gve written notice to the
CITY that the YMCA is exercising the YMCAs option for an additional ten 10 year term The
option will become effective upon receipt by the CITY of the YMCAs written notice and sworn
affidavrt and no further process or documentation will be required provided however upon the
YMCAs request the CITY shall provide a written acknowledgement that such option has been
exercised and is m effect If the options to renew are not exercised then the Agreement shall
expire at the conclusion of the expirmg term
222 Pool Contingency Option to Terminate
The CITY has the option to terminate the YMCAs operation management and
maintenance of the Pool from this Agreement upon receipt of the YMCAs notice to exercise its
option m Section 2 2 1 above or upon 90 days prior written notice to the YMCA Such
termination is subect to a mutual agreement on a partial reimbursement of maor capital
improvements made to the Pool by the YMCA on an agreed upon pro rata basis taking mto
consideration the amount of improvements and the timmg during the term of the Agreement that
the improvements were made Should the CITY exercise this option taking over responsibility
for its management operation and maintenance and further should the CITY decide to keep the
Pool open the parties will enter into an agreement for the YMCAs access and use of the Pool
j
23 Expiration or Termination of Agreement Improvements
It is mutually understood and agreed that the real property constrtutmg the Premises of
this Agreement is the real property of the CITY Upon the expiration of the terms of this
Agreement pursuant to Article 2 or upon the termmation of this Agreement pursuant to Article
7 other than as a result of condemnation proceedings the then existing improvements on the
Premises owned by the YMCA shall revert to and become the property of and owned by the
CITY and the CITY shall have all right title and interest in the same subect to lenders rights as
set forth m Article 6 Lenders rights if any in and to any part of the Premises shall at all times
be subect to the rights of the Umted States Government pursuant to the Quitclaim Deed
All improvements to the Pool made by the YMCA belong to the CITY and the YMCA
shall have no mterest m the same Supplies furnishmgs mventories removable equipment and
other personal property collectively Personal Property at the Pool provided by the CITY
shall belong to the CITY Personal Property at the Premises shall belong to the YMCA and the
YMCA shall have a right to remove such rtems from the Premises at any time In the event of
the expiration or earlier termination of this Agreement any such Personal Property not removed
from the Premises shall be deemed abandoned and the City at any time thereafter may in its
sole discretion remove andor store the same at the expense of the YMCA or be deemed the
owner of such Personal Property and retain the same
24 Purpose of Use
The Premises are intended for use by YMCA members as well as the general public
regardless of religion subect to reasonable fees i e consistent wrth fees charged for similar
facilrties in the area that may be applicable to such use The mission of the YMCA is to put
Christian principles mto action through programs that build a healthy spirit mind and body for
all The YMCA brmgs together crtizens of the commumty to participate m programs designed to
enrich lives These programs mclude physical education and health camping and teen programs
nurturing family and parentchld relations child care recreation and therapy for the disabled
and infirm and nurturmg and developmg volunteerism The Premises will be used in a manner
that will meet the mission of the YMCA and enable the public to enoy the programs the YMCA
offers
ARTICLE 3 CONSIDERATION
31 Considerahon for Concession
311 Concession Fee and Subsidy
As consideraton for the use concession of the land and Pool granted by the CITY to the
YMCA by Article 1 herein the YMCA shall provide fair and equitable compensation to the
CITY
a Concession Fee An annual concession fee of Thirty Thousand Six
Hundred and Ninety Dollars and No100 30690 00 Concession Fee as the concession
value for the YMCA Recreation Center excluding the Pool adusted by annual CPI pursuant to
Section 3 1 2 below and
b CITY Subsidy As additonal consideration the YMCA shall operate
manage and maintam the CITYs Pool as provded in Section 3 2 below Recogmzing that that
the operation management and mamtenance including caprtal improvements made to the Pool
4
results in a deficit budget balance as long as the YMCA operates manages and maintains the
Pool as provided for m Section 3 2 the Concession Fee owed to the CITY as adusted by the
annual CPI shall be credrted in full to the YMCA for such operation management and
mamtenance and no Concesson Fee shall be paid to the CITY In addition the CITY shall
provide an annual operating subsidy subect to adustment as set forth below as follows
1 September 2010 to December 31 2010 Provide technical and
maintenance operatmg system assistance provided by CITY staff
2 2011 Pay YMCA 24000
3 2012 Pay YMCA 24000
4 2013 Pay YMCA 27000
5 2014 Pay YMC130000
6 2015 through the remammg term including options of this
Concession Pay YMCA 30000 thereafter adusted annually by the CPI pursuant to Section
3 1 2 below
c Any fees required to be paid in subsections a and b above shall be
computed and paid quarterly wrthin thirty 30 days after expiraton of each quarter
d Should the YMCA no longer operate manage and mantain the Pool as
provided for in Section 3 2 the Concession Fee shall no longer be credited to the YMCA but
rather shall be paid in full to the CITY by the YMCA as adusted by the annual CPI and the
CITY shall no longer pay an annual operating subsidy to the YMCA
312 CPI
The annual concession fee shall be adusted every year durmg the terms of this
Agreement based upon the prior years Consumer Price Index CPI for all urban consumers as
published by the Unrted States Department of Labor for SeattleTacomaBremerton all rtems
198284100 For purposes of the CPI adustment the base shall be the June 2010 CPI mdex
June to June every year i e June 2010 June 2011 The CPI adustment shall occur on the
followmg January 1 S of each year during the term of this Agreement There shall be no decrease
m the concession fee for a negative CPI
313 Leasehold Excise Tax
Pursuant to RCW 82 29A 020 and the definrtion of Leasehold Interest as set forth m
RCW 82 29A 0201 the YMCA as a nonprofit organization exempt from payment of property
taxes is exempt from payment of Leasehold tax set forth m Chapter 82 29A RCW
32 Pool Management by the YMCA
321 YMCA Responsibilities and Obligations
As partial consideration for the Concession Area the YMCA agrees to operate manage
mamtam mcluding caprtal improvements the Pool as follows
a Manage and operate the Pool under the name Glen Jarstad Aquaric
Center
b Provide necessary liabiliTy coverage for operating the Pool as provided m
Section 8 5 2
c Hire tram and supervise all staff required to manage operate and program
use of the Pool
d Provide financial assistance to ensure access to for those unable to afford
YMCA Membership according to an established policy that mirrors school lunch subsidy
guidelines
5
e Honor passes allowmg Bremerton residents to use the Pool and YMCA
facilities four times per year free of cost or commitment to om the YMCA
Mamtam the pool mfrastructure at or above mdustry standards
g Mamtam water quality to meet applicable Health District standards
h Be responsible for all cash collection receiptmg accounting and deposits
for the Pool
i Continue to offer core programs includmg swm lessons and water fitness
programs
Work wrth all constituencies and user groups to provide access to the
Pool The YMCA will accommodate each existmg community group that wishes to continue use
of Jarstad Aquatic Center The days and hours of use may vary depending on the
availability of pool space wrthm the Y activity schedule Pricmg for use of Pool space shall be
comparable to feesrents charged for use of similar quality aquatic facilities withm the South
Puget Sound area
k Seek long term capital improvement funds to keep the Pool safe and
attractive to users
1 Allow use of the Pool as part of the YMCAs advertised day use fee for
those that are not members of the YMCA
m Provide notice to Crty of changes to fees and access to the Pool for non
YMCA members for mput prior to implementation All fees charged by the YMCA must be
reasonable so as to encourage participation by the general public YMCA will make available
the rates for the Pool use to nonmembers in writmg at the facility
322 Transition Period
The YMCA further agrees that durmg the period of September 1 2010 to December 1
2010 Transrton Period rt shall
a Honor existmg Pool programrental schedule commitments
b Honor Pool admission prices as established by the City for the year 2010
c Waive registration fees to Join the YMCA for City residents who enroll as
YMCA members prior to January 1 St 2011
d Implement an outreach program for Pool users to mform them of the
benefits of YMCA membership and allow them to gain knowledge concerning the YMCAs
facility and available programs
323 CITY Maintenance Responsibilities and Obligations
The CITY agrees to
a Fund previously identified one time capital improvements lmited to
1 Filtration system upgrades
2 Meet Federal Pool Dram safety standards
3 Improvements to Pool lightng
CITY may pay for said improvements over a period of time not to exceed the 10 year
inrtial term of this Agreement the price and scope of these improvements to be mutually agreed
upon by both parties in writmg prior to the commencement of work The CITY shall pay mterest
on the unpaid balance of the amount owed to the YMCA for these improvements at an annual
interest rate of four percent 4
b Provide technical operatmg advice for Pool systems and equipment during
the Transition Period September 1 to December 31 20I0
ARTICLE 4 USE OPERATION OF PREMISES
41 Use of Premises
411 Recreational Uses
The YMCA will use the Premises throughout the full term of this Agreement for the
purpose of providmg recreation meetings and commumty activrties directly related to the
operation of an indoor and outdoor recreation facility consistent with its mission The public is
authorized to have mgress and egress across this property other than through buildmgs and other
structures
412 Incidental Uses
The YMCA may provide incidental uses that are consistent with and supportive of the
uses set forth in Section 4 1 1 above m the form of coachmg body therapy and rehabilrtation
nutrition and diet coaching medical and other mmd body and soul traming servces food and
beverage services and the sale or rental of mcidental rtems directly related to the use of the
recreation facility mcluding but not limrted to sports fitness and athletic equipment soap
shampoo and similar shower supplies and clothmg related to recreation and fitness pursuits The
followmg recreational andor incidental uses andor services thereto are hereby expressly
permitted by NPS and the City i personal trainmg and strength coaching ii physical therapy
and massage therapy iii occupational therapy iv hand therapy v foot therapy and other
podiatry related services vi chiropractic services vi cardiac rehabilrtation and diabetes
prevention viii medical emergency related services ix nutrition and dietary consultation x
espresso standshealth food bars includmg uices and smoothies xi vendmg machines and
xii exercise classes of all kinds includmg but not limrted to pilates and silver sneakers This
express permission for such mcidental uses necessarily includes permtssion for the hirmg of
andor contractmg wrth vendors and related service providers and for subconcessions of these
mcidental uses to provide such services in the interior space of the indoor recreation facility
Subconcesson contracts may be had with public school districts private schools communrty
colleges nonprofit corporations and sportrelated special mterest forprofit groups i e martial
art classes scuba divmg classes for the use of YMCA facilrties for such mcdental purposes
YMCA agrees that no alcohol wll be sold or consumed on the premises
The provisions of this subsection shall apply to the CITY m the same manner as they do
to the YMCA should the CITY as may be permitted pursuant to this Agreement assume sole
responsibilrty for management operation and maintenance of the Pool from the YMCA
413 SubConcessions
All subconcessions shall comply with and be subect to any requirements of the U S
Secretary of Interior for the granting of concessons on the subect property pursuant to the
Quitclaim Deed The subconcession agreements shall require such compliance in writing m the
subconcession agreements and shall mclude as exhibrts this Agreement the Qurtclaim Deed and
the NPSapproved Program of Utilization Wrrtten approval by the Crty and written concurrence
by the U S Secretary of Interor through the NPS shall not be required for subconcessions
expressly permitted in Section 4 1 2 above For all other subconcessions written approval by the
City and written concurrence by the U S Secretary of the Interior through the NPS shall be
required and the Crty and NPS shall complete their review of the subconcession wrthin thirty
30 calendar days after receipt from Crty and any matters not commented upon wrthin such 30
day period shall be deemed approved
7
414 Security and Nuisance during Use
The YMCA shall take reasonable precautions m securing the Premises durmg the full term of
this Agreement The YMCA shall use the Premises for no unlawful purposes and shall not use
the Premises in any manner whch would constitute a public nuisance or violate State or CITY
laws
42 Operating Hours
The availability of recreational opportumties for CITY residents is a material
consideration for this Agreement Accordingly and during the full term of this Agreement the
YMCA shall continuously conduct and carry on the YMCA S permitted uses and shall keep the
Premises open for busmess and cause the YMCA S business to be conducted therem during the
usual business hours consistent wrth other YMCA facilrties but m no event less than forty 40
hours per week This provision shall not apply if the Premises should be closed and the business
of YMCA is temporarily suspended on account of weather conditions power outages labor
strikes lockouts or similar causes beyond the reasonable control of YMCA or for mamtenance
remodeling repair or renovation The YMCA shall provide nohce to the CITY of any closure of
more than 7 consecutive days The YMCA covenants and agrees to provide sufficient personnel
and to keep the Premises adequately stocked with merchandise recreational equipment fixtures
and facilities so as to conduct its business m accordance with sound business practice The
YMCA in order to keep its busmess commitments shall be in operation in accordance with
sound busmess practice
43 ntry by CITY and NPS
CITY may enter the Premses at all reasonable times durmg normal hours of busmess
operations to inspect provide services required hereunder post notices of YMCAs
noncompliance with the provisions of this concession Any person or persons invited by the
CITY may accompany CITY CITY has the right to use any and all means that CITY deems
proper to open doors and gates in an emergency in order to obtain entry to the Premises Except
in an emergency 24 hours notce shall be given by the CITY before entry by the CITY mto
proprietary areas of the facility YMCA shall allow NPS access at reasonable times to mspect
any part of the Premises subect to this Agreement
44 Health Inspections
YMCA shall not knowingly commit or willfully permit to be committed any act or thing
contrary to the rules and regulations prescribed by the local board of health or which shall be
contrary to the laws rules or regulations of any federal state or municipal authority YMCA
shall allow the BremertonKitsap County Health Department to make regular and ordmary
inspections of the Premises as said health department may deem proper
45 Maintenance Repair Improvements
451 Generally
YMCA shall at its sole cost and expense clean and maintain the Premises and make
repairs restorations and replacements to all improvements to the Premses mcluding the Pool
mcluding wrthout limrtation the heatmg ventilatmg air condrtiomng mechamcal electrical and
plumbmg systems structural roof walls and foundations roof covermgs spnnklmg and
irrigation systems playmg surfaces and the fixtures and appurtenances to the Premises as and
8
when needed to preserve them mfirst class condrtion and repair less normal wear from use
throughout the full term YMCA shall further keep in repair and mamtam as necessary all
machinery equipment and facilrties necessary for the playing of sports and the comfort of
players YMCA shall paint the exteror of the buildings except the metal with such frequency
as may be required to maintain their good clean appearance All such repairs restorations and
replacements will be in quality and workmanship at least equal to the origmal work or
installations If YMCA fails to make such repairs restorations or replacements followmg a
notice of default and opportumty to cure as provided for in Articles 6 and 7 CITY may make
them at the expense of YMCA and such expense will be paid by YMCA wrthin fifteen 15 days
after delivery of a statement for such expense YMCA shall maintain the Pool m accordance with
Chapter 246260 of the Washington State Administrative Code covermg the rules and
regulations of the Washmgton State Board of Health for pool operation construction equipment
water quality
452 Sidewalks and Parking Maintenance
At rts sole cost and expense YMCA shall mamtam all sidewalks and parkmg lots on the
Premises in good and presentable condition durmg the full term of this Agreement shall be
responsible for correctmg any unsafe conditions and shall be responsible for the removal of ice
and snow from the sidewalks and parkmg lots as necessary for safe operation of the Premises
453 Janitorial and Landscaping Services
At rts sole cost and expense YMCA shall keep the Premises clean and shall provide
sufficient amtorial services to mamtain a tidy appearance on and about the Premises YMCA
shall provide landscapmg mamtenance services such that landscaping on the Premises remains
healthy attractive and well mamtained
454 Repair of Damage
Except that which may be caused by the actions activrties or negligence of the CITY or
its agents representatives employees guests or mvitees m the event any damage or inury shall
occur to the Premises of any kmd or nature whatsoever YMCA shall within fifteen 15 days
cause said damage or mury to be fully repaired at YMCAS own cost and expense provided that
if more than fifteen 15 days are reasonably required to repair then YMCA will not be m
default if YMCA commences to repair withm fifteen 15 days of CITYs notice and thereafter
diligently pursues completion and completes performance within a reasonable time In the event
YMCA fails to accomplish such repairs then m that event CITY may but is not required to
enter the Premises and accomplish such repairs and bill YMCA who will pay the bill within
fifteen 15 days after delivery of a statement for such expense Any such damage or inury to
the Premises caused by the actions activrties or negligence of the CITY or rts agents
representatives employees guests or invrtees shall be promptly repaired by the CITY at rts cost
and expense
455 PoolImprovements
The YMCA shall be responsible for all capital improvements to the Pool m accordance
wrth Article 5 except for mrtial funding of certain improvements as provided m Section 3 2 3
The YMCA shall mamtain and make the required caprtal improvements to the Pool in order to
mamtain the Pool m a condrtion equal to or greater than rts condrtion at the begmnmg of the term
of this Agreement Any improvements to the Pool made by the YMCA shall immediately
become the property of the CITY upon construction unless otherwise agreed The YMCA shall
have no mterest in the improvements made to the Pool by the YMCA upon expiration or
termmation of this Agreement
0
456 Extraordinary Expenses
Notwrthstandmg any other provision of this Agreement the need for any Extraordinary
Expense shall trigger the provisions of this section An Extraordmary Expense is a capital
expense for the replacement repair or restoration of any improvement or combination of
improvements on the Premises that would exceed 125000 in any year An Extraordmary
Expense mcludes but is not limited to any expense for the restoration or repair of the
improvements as a result of damage or destruction under Section 7 4
An Extraordinary Expense meets the mimmum threshold set forth above if the YMCA
would be obligated to commrt to the entire expense in one year even if the work rtself would
extend into more than one year
If faced with an Extraordmary Expense YMCA shall have the right upon 90 days prior
written notice to terminate this Agreement as to either the Pool management or as to the
Concession Area whichever would require the Extraordmary Expense If the pool and the
concession area both require Extraordmary Expenses the YMCA may termmate the entire
Agreement Upon termination the City will be under no obligation to reimburse the YMCA for
any costs not previously agreed to which are incurred by the YMCA for either the Pool or
improvements to the Concession Area
Followmg the notice the parties may but shall not be required to negotiate for an
extension of the Agreement term to allow recovery of the Extraordmary Expense for sharing of
the Extraordinary Expense or for any other compromise that would allow the parties to keep the
Agreement in effect
46 Signs
YMCA may place and mamtam signs upon the Premises in accordance with the sign
ordmance of the CITY The YMCA will provide signage staring to the effect that the public is
welcome to use the facilities provided such usage will be subect to the YMCAs membership
and nonmembership fee schedules and use regulations
47 Utilities
471 Utility Services and Expense
The YMCA will pay for all water gas garbage sewage electricity telephone and other
utilrties and commumcations services used by YMCA on the Premises whether or not such
services are billed directly to YMCA YMCA will also procure or cause to be procured without
cost to the CITY any and all necessary permrts lcenses or other authorizations required for the
lawful and proper installation and maintenance upon the Premises of utility appurtenances and
appliances for use in supplymg such utilrties and services to and upon the Premises The CITY
upon request of YMCA and at the sole expense and liability of the YMCA will oin with
YMCA in any application required for obtaimng or continumg any such services provided that
such services do not violate any other applicable provision of tlus Agreement The CITY shall
not be held liable for any mury loss or damage caused by or resultng from any mterruption or
failure of utilrty services due to any cause whatsoever except the CITYs sole negligence
YMCA shall not be entrtled to any offset reduction or return of consideration as a result of any
interruption or failure of services
10
472 Trash Garbage
The YMCA shall place all trash and garbage mto such areas and containers as are
designed and intended to accommodate the trash and garbage generated wrthm or on the
Premises The YMCA shall not allow trash andor garbage to accumulate such that a nuisance or
health hazard results
48 Parking
481 Concession Area Parking
YMCA maintains parking lots B and C as depicted on Exhibrt B and shall have primary
use of those lots However those lots shall be made available to members of the public usmg
Eastpark at nonpeak hours m a manner not inconsistent wrth or mterfering wrth the YMCAs
primary use
482 Pool Parking
Under the management provisions of this Agreement YMCA shall maintain parkmg lot
A and shall have the primary use of that lot However this lot shall be made available to the
public usmg Eastpark at nonpeak hours m a manner not inconsistent with or mterfering with
YMCAs use and operation of the Pool
483 Additional Parking
YMCA shall have the right m common wrth the public to use lot D as depicted on Exhibrt
B to support its use of the concession area and pool YMCAs use of this lot shall not be
mconsistent or interfere with any primary use rights previously granted to the ice arena
concession area
49 Hazardous Substances
491 Definition
As used herein the term Hazardous Substance means any hazardous toxic or
dangerous substance waste or material which is or becomes regulated under any federal state
or local statute ordmance rule regulation or other law now or hereafter in affect pertaining to
environmental protection contamination or cleanup
492 Information
YMCA shall keep upon the Premises in a locaton accessible to CITY on request durmg
normal busmess hours copies of all reports regardng hazardous or toxc materials in the
Premises that YMCA has provided to any governmental agency in the previous quarter YMCA
shall upon request and at YMCAS expense provide CITY wrth a copy of any such report as to
which CITY request a copy In the event of any accident spill or other mcident involving
hazardous or toxic matter that YMCA is required to report to any governmental agency YMCA
shall immediately report the same to the CITY and supply CITY with all information and reports
wrth respect to the same together wrth YMCAS cleanup or remediation plan and schedule If
such cleanup or remediation plan is not acceptable to CITY m CITYS sole discretion CITY
may so notify YMCA and upon 48 hours prior wrrtten notice or wrthout notce if so required by
an emergency may enter on the Premises to conduct the cleanup andor remediation and charge
YMCA the costs thereof For nonemergency cleanup andor remediahon prior to the CITY
exercismg its right to cleanup andor remediation on the Premses the parties will mutually agree
upon a consultant for determmmg the method of cleanup andor remediation All mformation
described herein shall be provided to CITY regardless of any claim by YMCA that it is
11
confidental or privileged provided that the CITY shall not publish or disclose the mformation to
any third party except as pursuant to Chapter 42 56 RCW
493 Indemnification
YMCA agrees to hold harmless protect mdemnify and defend CITY from and against
any damage loss claim or liability INCLUDING Attorneys fees and costs resulting from
YMCAS use disposal transportation generation andor sale of any Hazardous Substances The
CITY agrees to hold harmless protect indemmfy and defend YMCA from and against any
damage loss claim or liability including attorneys fees and costs resulting from a Hazardous
Substances existmg on the Premises as of the EFFECTIVE DATE of this Agreement or b
Hazardous Substances thereafter used dsposed of or generated on the Premises by the CITY
These indemmties will survive the termmation of this Agreement whether by expiration of the
Term or otherwise
410 Risk of Loss
All personal property of any kmd or description whatsoever in the Premises shall be at
the YMCAs sole risk and CITY shall not be liable for any damage done to or loss of such
personal property However YMCA is not responsible for any losses or claims of damaged or
stolen property under the care and control of the CITY
ARTICLE 5 DEVELOPMENT OF IMPROVEMENTS
51 CITY Consent
The YMCA shall not make any material alterations or improvements to the Premises
including the Pool and any changes to the landscaping wrthout the CITYS prior written
consent which consent will not be unreasonably withheld The YMCA shall be solely
responsible for providing adequate funding for any alterations or improvements as provided in
this Agreement and such alterations or improvements shall be made without cost to the CITY
except for mrtial fundmg of certain mprovements to the Pool as noted in Section 3 2 3 above
52 Development and Construction Fees Expenses
The YMCA shall be responsible for obtaimng and paymg for necessary permrts fees and
expenses associated wrth any development and construction of Improvements In addrtion
YMCA shall be responsible for any additional costs for inspections billed to the CITY by any
government agency mcluding but not limited to the City of Bremerton Kitsap County or the
State of Washington
53 YMCAs Development Project
The development and construction of any Improvements on the Premises is YMCAs
development proect and is not a CITY proect except for imtial funding of certain
improvements to the Pool as noted m Section 3 2 3 above YMCA is the developer and the CITY
shall be responsible to ensure that the YMCAs Improvements andor programs on the Premises
are m compliance wrth this Agreement provided the Cty is not an owner partner omt
venturer nor maintains any other business relationship wrth the YMCA regardmg the mdoor
recreation facility other than as grantor of a concession and user of the Premises and any
supervision or mspection or other responsibility that the City may have for any part of the
YMCAs proect or programs on the Premises shall not be deemed in any way ownership
partnership nor any other business relationship m existence with the YMCA The CITY is not
12
involved with nor has any responsibilities for the bidding contractmg or operations of the
Premises and will occupy no space m the Premises The proect signage and all lrterature
advertising by either the CITY or YMCA shall not indicate in any manner that tlus is a CITY
proect contract or other misleading statement mdicating that this proJect is a CITY public work
proect directly or mdirectly
54 No Liens
Except liens and encumbrances of any lender pursuant to Article 6 herem rt is mutually
understood and agreed that the YMCA shall have no authority express or implied to create or
place any lien or encumbrance of any kmd or nature whatsoever upon or m any manner to bind
the interest of the CITY in the Premises or to charge the rentals payable hereunder for any claim
m favor of any person dealing wrth YMCA mcludmg those who may furnish materials or
perform labor for any construction or repairs and each such claim shall affect and each such lien
shall attach to if at all only the right and mterest granted to YMCA by this Agreement If any
such lens are filed CITY may without waivmg its rights and remedies for breach and without
releasmg YMCA from rts obligations hereunder require YMCA to post security m form and
amount reasonably satisfactory to CITY or cause such liens to be released by any means CITY
deems proper including payment m satisfaction of the claim giving rise to the lien YMCA shall
pay to CITY upon demand any sum paid by CITY to remove the liens Further YMCA agrees
that it will save and hold the CITY harmless from any and all loss cost or expenses based on or
arising out of the asserted claims or liens except those of the lender pursuant to the provisions of
this Agreement against this Agreement or against the right trtle and interest of the CITY m the
Premises or under the terms of this Agreement includmg reasonable attorneys fees and costs
mcurred by CITY in removing such liens and in enforcing this paragraph Additionally it is
mutually understood and agreed that this paragraph is intended to be a contmumg provision
applicable to future repairs and improvements after the mtial construction phase
ARTICLE 6 FINANCING SECURITY INTERESTS
61 Financing No CITY Obligation
YMCA shall be solely responsible for all financmg requirements for all construction
mamtenance repairs or subsequent improvements to the Premises The CITY shall be under no
obligation directly or mdirectly to pay for any labor material or improvement associated with
the facility except as provided herein or mutually agreed upon The YMCA shall in applying
and obtaimng financing mform any lender that the CITY has no financial obligations associated
wrth the construction mamtenance repairs or subsequent improvements to the Premises
62 Security Interest in Premises AgreementConsent
Wrth the exception of the Pool the CITY consents to the grant transfer pledge and
assignment of any and all right trtle claim mterest of YMCA m and to this Agreement and m
the Premises mcluding improvements and personal property on the Premises Collateral to
lender for financmg purposes including the refinancmg of any loans and leasing of equipment
provided any such transfer or assignment of Collateral shall be m compliance with and subect
to all of the terms of this Agreement Artcle 6 shall be mapplicable to the Pool m that the
YMCA shall not at any time encumber the Pool therefore lender shall have no security or any
other mterest m the Pool whether or not Improvements are made to the Pool by the YMCA The
CITY shall recognize lenders first priority security nterest in the Collateral and the CITY
13
hereby subordmates any and all interest of the CITY m sad Collateral to lender YMCA
acknowledges that the CITY will not grant any security interest to any lender in CITY real
property nor will the CITY allow any encumbrance of any kmd or nature whatsoever upon or in
any manner on its ttle to CITY real property In the event of default by YMCA to lender m
addrtion to all rts rights and remedies available at law and equTy lender may enforce andor
foreclose rts securty interestinterests in the Collateral
CITY agrees that m connection wrth any such default and all wrthout further consent of
CITY lender may
a Acquire YMCAs mterest m the Collateral either by a deed m lieu of foreclosure
or actualforeclosure
b Rent andor grant a ground and use concession of the Premises subect to this
Agreement pending foreclosure of the Collateral by lender
c Assign sell andor transfer the Collateral in whole or in part to any person or
entity
d Take possession of any or all of the Collateral obtain right of substitution for
YMCA and operate said Collateral andor
e Appomt a receiver
All other rights and remedies at law or m equrty
Provided in the event that lender desires to assign this Agreement andor select a party
other than the YMCA to operate the Premises subect to this Agreement including without
limrtation by rentmg andor grantmg a ground and use concession of the Premises subect to this
Agreement pending foreclosure of the Collateral by lender the City shall first obtam wrtten
concurrence by the U S Secretary of the Interior through the NPS
If there will be no modifications to the terms of this Agreement NPS shall complete rts
review of the proposal withm thirty 30 calendar days after receipt from the City NPS failure
to comment upon the proposal within such 30day period shall be deemed approval of said
proposal
It is understood that current or future lenders may require terms or conditions on loans for
future or additonal financmg needs of YMCA which may require changes to the terms or
conditions of this Agreement Any modifications to this Agreement are subect to approval of
the U S Secretary of Interior pursuant to Article 8 12
Any assignment or transfer under Article 6 2 is subect to Article 8 7 Lender shall have
no interest in improvements located on the Premises at the time of expiration or the earlier
termmation of the term or terms of this Agreement pursuant to Article 2 at which hme all
improvements shall become the property of the CITY
63 Lenders Reliance on Term and Renewal Options
The City acknowledges that the YMCA m makmg application for financing may be
required to have an assurance that the terms of this Agreement will extend beyond the term of
the financing term By its signature to this Agreement the CITY confirms its authority to
provide the Agreement with an mitial term of ten 10 years and four 4 months with two 2 ten
10 year options to extend the Agreement for a total of thirty 30 years and four 4 months
wrth the renewal options condrtioned solely upon the YMCA mamtainmg current payments and
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remaining m full compliance with the terms and conditions of this Agreement Lender may but
is not obligated to exercise YMCAs right to renew and extend the terms of this Agreement
Additionally the CITY acknowledges that after any original financing commitments by the
YMCA have been satisfied these financmg provisions shall be applicable to all future advances
or financmg required by the YMCA and used solely for the improvements and repairs of the
Premises or refinancing such obligations periodically thereafter
64 Surrender of the Collateral
No surrender of Collateral or the Premises to lender subect to this Agreement or any
other act of YMCA shall be deemed to termmate this Agreement CITY will not termmate this
Agreement voluntarily by agreement wrth YMCA unless lender has been previously notified m
wrrtmg and has consented to the termmahon in wrrting This Agreement shall not be amended or
modified unless lender has been previously notified m wrrting and has consented to such
amendment or modification m wrrtmg
65 Notice of Default and Lenders Rights
651 Notice of Default
If YMCA defaults under this Agreement or if any event occurs which would give CITY
the right to terminate modify amend or shorten the term of this Agreement CITY shall take no
steps to exercise any right rt may have under this Agreement wrthout first givmg lender written
notice of such default m accordance wrth Article 6 11 below A copy of each and every notice of
default served or sent by CITY or rts agent to or upon YMCA pursuant to this Agreement shall
be sent contemporaneously to lender in accordance with Article 6 11 below Such notice of
default shall specify the event or events of default then outstandmg and the time period at the end
of which the mdicated action would become effective
652 Termination for Monetary Default
If the notice of default given by CITY to lender relates to a monetary default and YMCA
has not cured such monetary default wrthm 30 days after lender receives the notice and YMCAS
failure to cure results in CITY desiring to terminate this Agreement CITY may terminate this
Agreement pursuant to Article 7 if such monetary default is not cured by either YMCA or lender
wrthin fortyfive 45 days after lender receives the notice of default
653 Termination for NonMonetary Default
If the notice of default given by CITY to lender relates to a nonmonetary default and
YMCA has not cured or diligently pursued curing such nonmonetary default wrthm thirty 30
days after lender receives the notice CITY may termmate this Agreement pursuant to Article 7 if
such nonmonetary default is not cured by erther YMCA or lender wrthm sixty 60 days after
lender receives notice of default
654 Termination due to Bankruptcy
CITY shall not termmate this Agreement because of YMCAS breach of any terms of this
Agreement relahng to the solvency of YMCA or the instrtution of any bankruptcy insolvency
receivership or related action by or agamst YMCA as long as lender cures any default under this
Agreement by YMCA as provided herem except that lender shall not be required to cure any
defaults relating to solvency of YMCA
66 Right to Assign
Lender shall have the right to assign rts interest m the Collateral Upon the purchasers
assignees or transferees assumption of lenders assigned mterest and agreement to perform and
15
be bound by all of the terms of this Agreement lender shall be relieved from further liability
under this Agreement If a lender finances the purchaser assignee or transferee said lender shall
be subect to all obligations as set forth in this Agreement Any successor lender shall be bound
by the terms and conditions of this Agreement
67 Disposition of Insurance
Should the Collateral suffer any loss which is covered by casualty msurance and the
msurance proceeds are used to restore any improvements made by YMCA CITY agrees that
YMCA and lender shall have the right to such proceeds so long as none of CITYS property
utilrties or other services therem are damaged or such damages are repaired In the event the
CITYS land is substantially damaged CITY shall only participate m the msurance proceeds to
the extent necessary to repair and restore CITY S land and any of CITY S improvements on or
m the ground to the same condition the land was at the commencement of this Agreement or m
the same condrtion at the time of the casualty Other than as described herem CITY shall have
no claim to msurance proceeds that are attributable to YMCAs mterest m the Collateral
68 Right to Participate in Litigation
Lender shall have the right to participate m any litigation arbitration or dispute directly
affecting the Collateral or interest of YMCA or lender therem includmg without limitation any
surt action arbrtration proceeding condemnation proceedmg or insurance claim CITY upon
mstitutmg or receivmg notice of any such lrtigation arbrtration or dispute will promptly notify
lender of the same
69 Incorporation of Lenders Protection Provisions
Lender shall be a beneficiary of all rights of YMCA herein including but not limited to
the warranty indemmty hold harmless choice of law and venue costs and attorneys fees as
provided herem
610 Right to Remove Collateral
In the event lender exercises rts rights under rts Collateral and realizes upon the
Collateral CITY agrees that lender is entitled to remove the Improvements on the Premises
including but not limrted to building facility furnrture movable trade fixtures and equipment
from the Premises at any reasonable time and that the Collateral shall remam personal property
even though the trade fixtures may be affixed to or placed upon the Premises In the event lender
so realizes on rts Collateral CITY waives any right trtle claim lien or interest m the Collateral
611 Notices
All notces copies of notices consents or other commumcations to lender grven under
this Agreement to lender must be m writing and shall be effective when recerved Such
communications shall be given m person to an officer of lender addressed to lender at an address
as provided by lender YMCA shall keep the CITY mformed of the name address and
telephone number of any current lender or lenders for the purpose of the CITY providing notce
to the same under this Agreement
612 Lenders Change in Loan Terms
It is understood that current or future lenders may require terms or conditions on loans for
future or addrtional financing needs of YMCA which may require changes to the terms or
condrtions of this Agreement In such case the CITY will give reasonable consideration to such
changes to this Agreement and may at rts sole discretion accept or reect the same Any
modifications to this Agreement are subect to approval of the U S Secretary of Interior pursuant
to Article 8 12
ARTICLE 7 TERMINATION
71 Failure to Perform
711 Obligation to Perform
Nothing herem shall imply any duty upon CITY to do any work which under any
provision of this concession YMCA may be required to perform and the performance thereof by
CITY shall not constitute a waiver of YMCAs default CITY shall not m any event be liable for
inconvemence annoyance and disturbance in its activties m Eastpark
712 Payments to Other Parties
Except as otherwise expressly provided hereunder all obligations of the YMCA under
this Agreement will be performed by YMCA at YMCAs sole cost and expense If YMCA fails
to pay any sum of money owed to any party other than CITY for which YMCA is liable
hereunder or if YMCA fails to perform any other act on its part to be performed hereunder and
such failure continues for ten days after notice thereof by CITY CITY may without waiving or
releasmg YMCA from its obligations make any such payment or perform any such other act to
be made or performed by YMCA YMCA shall pay CITY on demand all sums so paid by CITY
and all necessary incidental costs together wrth interest thereon at the lesser of 12 percent per
month or the maximum rate permissible by law from the date of such payment by CITY
provided however YMCA shall have the right to contest any such obligation upon such terms
and condrtions as the CITY may reasonably msist in order to protect rts interests herein
72 Default and Termination
This Agreement and the concession granted herem may be termmated for default as
follows
721 CITYs Default
CITY will not be m default unless CITY fals to perform an obligation withm thirty 30
days after notice by YMCA which notice must specify the alleged breach provided that if the
nature of CITYs obligation is such that more than thirty 30 days are reasonably required for
cure then CITY will not be in default if CITY commences to cure wrthin thirty 30 days of
YMCAs notice and thereafter dilgently pursues completion and completes performance within
a reasonable time
722 YMCAs Default
The occurrence of any one or more of the following events constitutes a default under
this Agreement by YMCA 1 YMCA shall be in default of the performance of any covenants
condtions or provisions of this Agreement other than the covenants for the payment of
consideration required by this Agreement where such failure continues for a period of thirty 30
days after written notice is given by CITY provided that if the nature of YMCAs obligations is
such that more than thirty 30 days are reasonably required for cure YMCA will not be in
default f YMCA commences to cure within thirty 30 days of CITYs notice and thereafter
diligently pursues completion and completes performance wrthin a reasonable time or 2
YMCA shall be adudged a bankrupt make a general assignment for the benefit of creditors or
take the benefit of any insolvency act or if a permanent receiver and trustee in bankruptcy shall
17
be appointed for YMCAs estate and such appomtment is not vacated withn thirty 30 days or
3 Premises become vacant or deserted for a period of thirty 30 days or 4 if this Agreement
shall be assigned or the Premises concessioned other than in accordance with the terms of this
AGREEMENT and such default is not cured within twenty 20 days after written notice to
YMCA or 5 YMCA shall fail to make any payment when due or fail to make any other
payment required hereunder when due when that failure is not cured withm thirty 30 days after
mailmg of written notice thereof by CITY The CITYs right to terminate pursuant to this Article
for failure of CONSCESSIONAIRE to cure a default is subect to the lenders right to cure
pursuant to Articles 6 5 2 and 6 5 3
723 Default for Other Cause
Subect to lenders mterests as provided m Article 6 this Agreement may be
immediately terminated for other cause by a party if the other party substantially fails to perform
rts obligations under this Agreement through no fault of the terminating party and the non
performing party does not commence correction of the failure of performance wrthm thirty 30
days of the termmatmg partys sending notice to the nonperformmg party
724 Bankruptcy
Subect to lenders interests as provided in Article 6 the Parties agree that if the YMCA
is adudged bankrupt erther voluntarily or mvoluntarily then this AGREEMENT at the option
of the CITY may be termmated effective on the day and at the time the bankruptcy petition is
filed
73 Termination Due to Right of Reversion
This Agreement shall termmate upon the Unrted States Governments exercise of rts right
of reversion due to a declaration of a national emergency by the President of the Umted States as
set forth m Secton 5 of the Qurtclaim Deed or m the event of a breach of condrtions as set forth
m Section 7 of the Quitclaim Deed In the event of such reversion the Premises and all
improvements located thereon mcluding without limitation the YMCA Recreaton Center shall
revert to the Unrted States of America free and clear of any encumbrances and wrthout
compensation to YMCA City any lenders or any other entities
74 Destruction of Premises Use of Insurance Proceeds
741 YMCA Recreation Center
Unless otherwise mutually agreed by the Parties m the event the improvements on the
YMCA Recreation Center are destroyed or inured by fire earthquake or other casualty then
YMCA shall proceed to rebuild and restore the Improvements or such part thereof as may be
mured as aforesaid In the event of any loss covered by the msurance policies descrbed and
required pursuant to Article 8 5 1 herein unless this Agreement shall be termmated as provided
herein the proceeds of such insurance polcies shall be used by YMCA first to rebuild and
restore the Premses and replace the improvements which may be damaged or destroyed by such
casualty
742 Pool
Wrth respect to the Pool the CITY shall maintam appropriate property coverage as set
forth m Section 8 5 below and the CITY shall have the option to proceed to repair rebuild andor
restore the Improvements at its discretion or to keep any applicable msurance proceeds In the
event the CITY elects not to repair rebuild andor restore the Pool the City shall provide YMCA
written notice of such wrthm thirty 30 days after such damage or destruction and all provisions
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contained in this Concession Agreement relating to the Pool shall terminate All remammg
provisions relatmg to the YMCA Recreaton Center shall remain m effect
75 Duties upon Termination
Upon termination of this Agreement and unless otherwise arranged the personal
property and improvements will be subect to section 2 3 of this Agreement
76 Eminent Domain
The following rules shall govern the rights and duties of the Parties m the event of
mterference wrth the use of the Premises by YMCA by right of emment domam or private
purchase in lieu thereof
761 Rights of Termination
If the whole of the Premises shall be taken for any public or quasipublic use under any
statute or by right of eminent domain or by private purchase m lieu thereof then this Agreement
shall automatically terminate as of the date that title shall be taken If more than twentyfive
percent 25 of the Premises shall be so taken and if the takmg renders the remainder thereof
unusable for the purposes for which the Premises were concessioned then CITY and YMCA
shall each have the right to terminate this Agreement on thirty 30 days notice to the other given
wrthm nmety 90 days after the date of such taking Provided however that if the CITY is
exercsmg rts rights of emment domain a fair value shall be placed on this Agreement as if rt had
not been termmated and the Premises wrth the compensation thereof awarded solely to YMCA
or lender pursuant to its security mterest if any
762 NonTermination
If any part of the Premises shall be so taken and this Agreement is not terminated then if
the CITY is exercising its right to eminent domam the CITY shall at its own cost and expense
restore the remaming portion of the Premises to the extent necessary to render rt reasonably
surtable for the purposes for which rt was concessioned Otherwise the Parties shall resort and
share in the compensation on the basis of their interests and losses
763 Compensation
The compensation awarded or paid upon such a total or partial taking of the Premises
andor this Agreement shall belong to and be apportioned between the CITY and YMCA m
accordance wrth their respective interests as determined by a court of competent urisdiction
Addrtionally YMCA may prosecute any claim directly agamst the condemmng authority for the
costs of removal of the goodwill stock trade fixtures furmture and other personal property
belongmg to YMCA CITY shall have no claim to condemnation proceeds that are attributable to
YMCAs mterest m the Collateral nor shall YMCA or lender have any interest m CITYs
condemnation proceeds if any
764 Reversion of Interest not Eminent Domain
The Unrted States Governments exercise of rts right of reversion due to a declaration of
as set forth in Sectons 5 and 7 of the Qurtclaim Deed shall not be deemed an exercise of
Eminent Domam
77 Remedies Are Cumulative
Remedies under this Agreement are cumulative the failure to exercise on any occasion
any right shall not operate to forfeit such remedy
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ARTICLE 8 GENERAL CONDITIONS
81 Relationship of Parties
811 YMCA Independent Contractor Status
The Parties mtend that an mdependent relationship shall be created by this Agreement
Nothing contained herein shall create the relationship of principal and agent or of partnership or
of oint venture between the parties hereto and nerther the method of computation of
consideration nor any other provision contained herein shall be deemed to create any relationslup
between the parties hereto other than the relationship of CITY as granting a ground and use
concession to the YMCA YMCA has the experience ability and resources to develop and
operate an mdoor recreaton facility and is performmg mdependent functions and responsibilities
within its field of expertise YMCA and its personnel are mdependent contractors and not
employees of the CITY No agent employee servant or representative of the YMCA shall be
deemed to be an employee agent servant or representative of the CITY YMCA and rts
personnel have no authority to bmd the CITY or to control the CITYs employees As an
independent contractor YMCA is responsible for its own management The CITYs
admimstration and enforcement of this Agreement shall not be deemed an exercise of managerial
control over YMCA or rts personnel
812 No Third Party Rights Created
It is mutually understood and agreed that this Agreement is solely for the benefit of the
Parties hereto and gives no right to any other party except as provided by Article 6 herem
813 No Joint VenturePartnership
It is mutually understood and agreed that no Jomt venture or partnership formed as a
result of this Agreement
814 City Administration of Agreement
This Agreement shall be administered on behalf of the City by the Director of Parks and
Recreation or other person designated by the Mayor
82 Notices
Except as provided in Article 6 herein any notice requred or permitted hereunder must
be in writing and will be effective upon the earlier of personal delvery or three days after bemg
mailed by certified mail return receipt requested addressed to YMCA or to CITY at the address
for that party designated herein Erther party may specify a dfferent address for notce purposes
by written notice to the other except that CITY may m any event use the Premises as YMCAs
address for notice purposes Each of the below noted addressees shall be responsible for
notfying the other addressees of any changes of address and all notices will be effective when
delivered to the last known address provided by said addressee All notices shall be delivered to
the followmg addresses
CITY
Crty of Bremerton
Attn Director of Parks and Recreation
680 Lebo Boulevard
Bremerton WA 98310
YMCA
YMCA of Pierce and Krtsap Counties
Attn Presdent and CEO
1614 South Mildred Street Suite 1
Tacoma WA 98465
1
83 Reports Records
831 ReportsMeetings
When requested by the CITY YMCA shall furnish periodic reports and documents on
matters related to YMCAs performance under this Agreement The reports and documents shall
be furnished in the time and form requested by the CITY When requested by the CITY the
CITY and the YMCA shall meet to review both parties performance under this Agreement to
assure rts purpose and goals are bemg met
832 Records
YMCA shall mamtain accountmg records of finance and operations pursuant to this
Agreement in accordance wrth Generally Accepted Accountmg Prmciples GAAP and m
accordance with any applicable requirements of the United States Department of the Interior
YMCA will reasonably cooperate with the CITY in providing documentation that may be
required by the CITY to be filed wrth required compliance reports to the NPS
833 Audits and Inspections
YMCAs records and documents wrth respect to all matters covered by this Agreement
shall be subect at all times to inspection review or audit by CITY during the performance of this
Agreement
84 Permits Licenses Taxes Fees
841 Permits Licenses Other pocuments
The YMCA shall possess a current Bremerton Busmess License and shall obtam all
regulatory licenses and permrts mcludmg all construction and buildmg permrts necessary to
fulfill YMCAs obligations under this Agreement at YMCAs sole expense Each party agrees to
execute such additional or other documents as may be required to fully implement the intent of
this Agreement
842 daxes Fees
As an independent contractor the YMCA shall be solely responsible for all taxes fees
and charges mcurred mcluding but not limited to license fees business and occupation taxes
workers compensation and unemployment benefits all federal state regional county and local
taxes and fees mcluding leasehold excise tax pursuant Chapter 82 29A RCW ad valorem taxes
taxes imposed on personal property all other assessments for improvements or benefits which
are assessed on the Premises income taxes property taxes permit fees operating fees
surcharges of any kmd that apply to any and all persons facilrties property mcome equipment
materials supplies or activities related to the YMCAs use of the Premises and obligations under
this Agreement
85 Insurance
851 Fire Earthquake Casualty Insurance
The YMCA agrees that at all times during the full term of this Agreement and at its own
expense YMCA shall at rts sole cost and expense maintain in full force and effect adequate
fire earthquake and other casualty coverage covering the Premises and its contents mcluding all
personal property and improvements except for the Pool The CITY shall maintam appropriate
property coverage for the Pool Such policy shall include a replacement cost endorsement
YMCA will shall obtain and file wrth the CITYs Risk Manager a Certificate of Insurance
evidencing such coverage All such msurance coverage shall mclude a tenday cancellation
notice to YMCA and the CITY Adequacy of coverage is defined as insurance sufficient to
restore the Premises to its precasualty condition
21
852 Liability Insurance
Prior to the commencement date of this Agreement YMCA at its own expense shall
obtain and file with the CITYs Risk Manager a Certificate of Insurance evidencing general
comprehensive liability msurance coverage CGL providmg coverage of at least 1000000
per occurrence for bodily inury and 1000000 per occurrence for property damage This
Certificate of Insurance shall be subect to approval by the CITYs Risk Manager as to company
terms and coverage and said approval shall not be unreasonably withheld The CGL shall name
the CITY as an additional msured and must fully protect the CITY from any and all claims and
risks and losses in connection with any activities or omissions by the YMCA by virtue of this
Agreement The CGL policy shall remam in full force and effect at the YMCAs sole expense
for liability for property damage or personal mury that may occur m connection wrth activrties
or omissions by the YMCA and provide coverage for the full term of this Agreement YMCA
shall insure that the CITYs Risk Manager is given thirtycalendar days prior wrrtten notice by
certified mail of any cancellaton lapse reduction or modification of such msurance
853 Release and Waiver of Subrogation
Any policy of insurance carried by erther CITY or YMCA pursuant to any obligation
under this Agreement shall to the extent available contain a waiver of subrogation clause on the
part of the insurer Such waiver shall apply to damages to adacent property Notwithstanding
any other provision of this Agreement nerther CITY nor YMCA shall be liable to the other party
or to any msurance company by subrogation or otherwise msurmg the other party for any loss
or damage to any buildmg structure or tangible personal property of the other occurrmg m or
about the Premises or Eastpark even though such loss or damage might have been occasioned by
the negligence of such party its agents or employees if such loss or damage is covered by
insurance issued by an insurance carrier authorized or licensed by the Insurance Commissioner
of the State of Washington to issue mes of msurance benefiting the party suffermg such loss or
damage or was required under the terms of this Agreement to be covered by msurance by the
party covering the loss
86 Hold Harmless Indemnification Industrial Insurance
YMCA 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
mcludmg all legal costs and attorney fees arising out of or in connection wrth the performance
of this Agreement except for that portion of the muries and damages caused by the Citys sole
negligence
The Citys review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of mdemmfication
Should a court of competent Jurisdiction determme that this Agreement is subect to
RCW 4 24 115 then m the event of liability for damages arising out of bodily inJury to persons
or damages to property caused by or resultmg 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 YMCA s negligence
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE YMCAS WANER OF
IMMUNITY UNDER INDUSTRIAL INSURANCE TITLE 51 RCW SOLELY FOR THE
PURPOSES OF THIS INDEMNIFICATION THE PARTIES FURTHER ACKNOWLEDGE
THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER
The provisions of this section shall survive the expiration or termination of this
Agreement
87 Successors Assigns
The CITY and YMCA each agree to be bound to the other party in respect to all
covenants agreements and obligations contained in this contract Except as provided in Article 6
herein neither party shall assign the contract m part or as a whole without the written consent of
the other which consent shall not be unreasonably wrthheld Except as provided m Article 6
herein the YMCA shall not subcontract any of the Premises services facilities or equipment or
delegate any of its duties under this Agreement without the prior written approval of the CITY
which approval shall not be unreasonably withheld The CITY acknowledges that the YMCA
shall be authorized to subConcession Areas withm the Premises to food and beverage
purveyors equipment sales and similar supportmg concessions as set forth m Article 4 1 3
When requested approval by the CITY of a subcontract or assignment shall not be unreasonably
wrthheld condrtioned or delayed In the event of an assignment subcontracting or delegation of
duties the YMCA shall remain responsible for the full and faithful performance of this
Agreement and the assignee subcontractor or other obligor shall also become responsible to the
CITY for the satisfactory performance of the services facilties or equipment assumed The
CITY may condrtion approval upon the delivery by the assignee subcontractor or other obligor
of its covenant to the CITY to fully and faithfully complete the requirements or responsibility
undertaken under this Agreement Notwrthstanding the foregoing provided YMCA is not in
default the YMCA may assign rts mterest in this Agreement wrthout seeking CITYs consent to
a parent or subsidiary Except as otherwise provided herein all of the covenants conditions and
provisions of this Agreement are bindmg upon and mure to the benefit of the Partes and their
respechve heirs personal representatives successors and assigns
All assignments including without lmitation those to a parent or subsidiary are subect
to the review and approval of the National Park Service in its legal discretion NPS shall
complete rts review of all assignments that involve no modifications of the terms of this
Agreement wrthin thirty 30 calendar days after receipt from City and any matters not
commented upon wrthin such 30day period shall be deemed approved
88 Compliance with Laws
The YMCA its officers employees and agents shall comply with applicable federal
state county and local laws statutes rules regulations and ordmances m performing its
obligations under this Agreement Such compliance shall include abidmg by all applicable
federal state and local policies includmg Section 8 9 below to ensure equal employment
opportumty based on ability and fitness to all persons The YMCA shall comply wrth applicable
laws pertaimng to employment practces and employee treatment Condrtions of the Federal
Occupational Safety and Health Act of 1970 OSHA the Washington Industrial Safety and
Health Act of 1973 WISHA and standards and regulations issued under these Acts must be
complied wrth The YMCA agrees to indemnify and hold harmless the City from all damages
assessed for the YMCAs falure to comply with the Acts and Standards issued thereunder The
YMCA is also responsible for meeting all pertinent local state and federal health and
23
environmental regulations and standards applymg to any operation in the performance of this
Agreement
89 Nondiscrimination
Parties shall not discrimmate m employment or services to the public on the basis of race
color creed national origin sex religion age marital status sexual orientaton or honorably
discharged veteran or milrtary status or the presence of any sensory mental or physical
disabilrty and as otherwise provided by state and federal law except for employment actions
based on bona fide occupational qualification
From and after the Effective Date of this Agreement CITY and YMCA shall comply
wrth all federal laws relatmg to nondiscrimination m connection wrth any use operation
program or activrty on or related to the Premises mcluding but not limrted to the followmg laws
and regulations as such may be amended from time to time a the regulations of the U S
Department of the Interior at 43 CFR Part 17 b Trtle VI of the Civil Rights Act of 1964 c the
Age Discrimination Act of 1975 d Section 504 of the Rehabilrtation Act of 1973 e the
Archrtectural Barrrers Act of 1968 and fl the Americans wrth Disabilrties Act of 1990
PROVIDED ths provision shall not be mterpreted to impose on the YMCA any greater
obligation or burden than YMCA already has under such laws with respect to improvements
constructed pror to the Effectve Date of this Agreement
810 Choice of Law Venue
This Agreement shall be interpreted accordmg to the laws of the State of Washington
Any udicial action to resolve disputes arising out of this Agreement shall be brought n Kitsap
County Superior Court
811 Costs Attorneys Fees
In any action brought to enforce any provision of this Agreement mcludmg actions to
recover sums due or for the breach of any covenant or condrtion of this Agreement or for the
restitution of the Premises to the CITY or evichon of the YMCA during the term or after
expiration thereof the substantially prevailing party shall be entitled to recover from the other
pariy all reasonable costs and reasonable attorneys fees incurred including the fees of
accountants appraisers and other professionals at trial or on appeal and without resort to suit
812 Modification
Except as otherwise expressly stated herem this Agreement may only be modified by
written instrument signed by both Parties The Director of Parks and Recreation has the authority
to interpret and make mmor modifications to this Agreement relative to the use or operation of
the Premses consistent wrth rts purpose and intent Any maJor modficatons or modifications
having a financial impact on the City shall require City Council approval All modifications are
subect to approval of the NPS in its legal discretion NPS shall complete rts review of all
modifications that do not alter the uses set forth in Sections 4 1 1 and 4 1 2 above the area
governed by ths Agreement nor the rights of the NPS under ths Agreement wrthin thrty 30
calendar days after receipt from City and any matters not commented upon wrthin such 30day
period shall be deemed approved
24
813 Change in LawRenegotiation
The Parties agree that changes m federal state or local laws or regulations that materially
modify the terms and conditions of the Agreement and result m a detrimental change in
circumstances or a material hardshp for either party m performing this Agreement may be the
subect of a request by a requesting party to renegotiate this Agreement or negotiate Agreement
amendments and the respondmg party agrees to renegotiate fairly with the requestmg party
814 Force Majeure
Provided that all other requirements of this Agreement are met any party shall not be
deemed to be in default and shall not be liable for failure to perform under this Agreement if that
partys performance s prevented or delayed by acts of God includmg landslides lightmng forest
fires storms floods freezing and earthquakes civil disturbances acts of the public enemy wars
blockades public riots breakage explosions accident to machinery equipment or materials
unavailability of required materials governmental restramt or other causes whether of the kind
enumerated or otherwise which are not reasonably wrthm the control of that obligated party
Force Maeure If as a result of a Force Maeure event an obligated party is unable wholly or
partially to meet rts obligatons under this Agreement rt shall give the other party promptly
written notice of the Force Maeure event describing it m reasonable detail The obligated
partys obligations under this Agreement shall be suspended but only with respect to the
particular component of obligations affected by the Force Maeure and only for the period durmg
which the Force Maeure exists
815 Waiver
Failure to enforce any provision of this Agreement shall not be deemed a waiver of that
provision No waiver of any right or obligaton of erther party hereto shall be effective unless in
writing specifying such waiver executed by the party agamst whom such waver is sought to be
enforced Waiver of any right or power arismg out of this Agreement shall not be deemed waiver
of any other right or power
816 Illegal Provisions Severability
Should any part of this Agreement be found void illegal or unenforceable the balance of
the Agreement shall remam in full force and effect
817 Article Headings Gender Number
Article paragraph headmgs are not to be construed as bindmg provisions of this
concession they are for the convemence of the Parties only The masculme femmme singular
and plural of any word or words shall be deemed to include and refer to the gender and number
appropnate in the context
818 Prior Agreements
This Agreement and rts Exhibrts replaces in rts entirety the Concession Agreement
executed by the parties effective December 6 1984 the first amendment to said agreement
executed September 19 1990 the second amendment to said agreement executed August 7
2002 the third amendment to said agreement executed January 21 2009 and all other related
prior agreements
25
819 Entire Agreement
This Agreement and its Exhibits consttutes 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 m the text of this Agreement
820 Counterparts
This Agreement may be executed simultaneously in two or more counterparts each of
which shall be deemed an original but all of which together shall constitute one and the same
mstrument
821 Recording
Upon the execution of this Agreement the CITY will cause a memorandum of this
Agreement to be recorded with the land use records of Kitsap County Washington
822 Approval of Agreement
This Agreement is subect to the approval of the U S Secretary of the Interior pursuant to
the Qurtclaim Deed transferring trtle to the CITY to the real property upon which this concession
is granted
IN WITNESS WHEREOF this Agreement has been entered into between the City of
Bremerton and YMCA of Pierce and Krtsap on the date fully executed below
EXECUTED IN DUPLICATE ORIGINALS
CITY OF BREMERTON
c
By Patty e t Mayor
Date b O
ATTEST
Carol Et en Crty Clerk
YMCA OF PIERCE AND
KITSAP COUNTIES
Zc
By v cl President
Date py
r
Notaries on Next Page
STATE OF WASHINGTON
ss
COUNTY OF KITSAP
On this day before me Patty Lent Mayor of the CITY OF BREMERTON the mumcipal
corporation that executed the foregoing mstrument and acknowledged the said mstrument to be
the free and voluntary act and deed of said municipal corporation for the uses and purposes
therem mentioned and on oath stated that she was authorized to execute the instrument on
behalf of said mumcipal corporation
GIVEN under my hand and official seal this day oCobe 2011
oua V
A V Notary Public in and for the State of
lG rS Washmgton residing at oryl
d TA R y M y a p p o i nt m e n t e x p i re s o 1 g I
pUBLG
1
STATE OF WA
I ss
COUNTY OF P 1
On this day before me President of the YMCA OF PIERCE AND
KITSAP COLJNTIES a Washington nonprofit corporahon that executed the foregomg
mstrument and acknowledged the said mstrument to be the free and voluntary act and deed of
sad corporation for the uses and purposes therem mentioned and on oath stated that she was
authorized to execute the said mstrument on behalf of said corporation
GIVEN undnynd and official seal this da of 1 2011
F
0
t k
t Notary ublic in and the State of
Washmgton residmg at L1MG
PUBLIC a My appointment expires r Zl
LIST OF EWAS
Exhibrt A Legal Description of Premises
Exhibit B Site Plan
Exhibrt C Qurtclaim Deed from Unrted States of America to the City of Bremerton
27
EXHIBIT A
LEGAL DESCRIPTION FOR YMCA FACILIT
A porhon of the Southeast quarter of the Southwest quarter Section 12 Townslup 24 North
Range 1 East Willamette Meridan which is more particularly descnbed as follows
Begmnmg at the south quarter corner of said Section 12 from wluch the north quarter
corner of said Section 12 bears N 22637 E 5255 88 feet N 22637 E 870 22 feet
along the northsouth centerline of said Section 12 thence leavmg said centerlme N
873322 W 114 90 feet to the True Pomt of Begmrung thence contmumg N 873322
W 204 60 feet thence S 48 19 15 W 279 83 feet thence S 41 4045 E 89 53 feet
thence S 304608 W 64 71 feet S 272103 E 81 87 feet thence S 8102 15 E 28 24
feet thence S 84522 W 5 91 feet to the northerly lme of the description for the Ice Rink
Facilrty thence along said northerly hne S822607 E 132 84 feet thence N 907 11 E
34 97 feet to a Pomt A thence S8025S1 E 200 45 to a Pomt B thence leavmg said
northerly lme N 93409 E 65 46 feet thence N 8025S1 W 88 43 feet thence N
11 16 S5 E 326 11 feet to the True Pomt of Begmnmg
Except that portton lying wrtlun Homer R Jones Dnve bemg a 43 feet wide stnp more or
less as measured from backs of existmg sidewalks
Subect to a nonexclusve 10foot wide nght of entry reserved unto grantor and assigns for
construchon mamtenance and repair of adacent facilrties the south lme of which is the
above descnbed Pomt A to Pomt B
Consistmg of approximately 2 45 acres
LEGAL DESCRIPTION FOR POOL FACILITY
A portion of the Southeast quarter of the Southwest quarter Section 12 Township 24 North
Range 1 East Willamette Mendian whch is more particularly described as follows
Beginnmg at the south quarter corner of said Section 12 from which the north quarter
corner of said Section 12 bears N 22637 E 5255 88 feet N 22637 E 870 22 feet
along the northsouth centerlme of said Section 12 thence leavmg said centerlme N
873322 W 319 50 feet to the True Pomt of Begmmng thence S 481915 W 370 00
feet thence N 41 4045 E 146 70 feet more or less to the easterly right of way for Schley
Boulevard thence northerly on a curve along said easterly nght of way 164 91 feet thence
leavmg said easterly right of way S 403802 E 60 59 feet thence N 475637 E 214 91
feet thence S 41 4045 E 138 71 feet to the True Pomt of Begmrung
Consishng of approximately 1 31 acres
YMCAPoo Legal Descriptions
00
n
i
FOR
YMCA AGREEMENT JARSTAD POOL
PORTION OF
GOVERNMENT LOT 2
SE 1 4 SW 1 4
SEC 12T 24N R 1 EW M
CITY OF BREMERTON
KITSAP CO WA
0810 G F 5 J
f
1
QUITCLAIM DEED
The UNITED STATES OF AMRICA acting by and through Che
Secratar3 of thts Ineriar acCing by and through tha Northwest Pe
gional Diractor IIueau o hsCdaor Recreatiot undar and pursuant
td the powez and author ity conCained in the provisione of the 8ed
eral Property and Adwnistrative Servicea Act o 1949 63 Stat 377
as amended and psrticuL Rr1y a amended hy Pubiic Lsw 485 91st
GQi1T@8 and xeulatons snd ordere pxomulgatad Chezeunder hexein
aez deiguated rant ar fdr and iu coneideraCion of the pex
etival use a tte hrcinaf Lex described remies as and fos ublioPPP
CJ9
pazk and publc recrea iou area purposae by he City a Bremexton
a muuicpa2 coxpoxaetoa laaarad in 1CiC3ap Couaty Stata of Wash
ingou hereinaEter des iguutad GYanCBp dooa horeby zolesse atd
Q1LtaAL61 xo Grantea sd to iCe sueceesore a1d aeigng ubect to
tha reservatious except ians xestxictfaaa oondtion Rnd covenanta
herefaaEtez exrxeased assd da Earth all Granans LLght xiC2 and
intexest in aad to tat carCain ract of real pzQpexty deslgated us
Area A coising o epproximaiey r75 ucrenlocated in Kitaap
Caunty StaCe o Waehington and ward partiularly desaribed ia
ExhiUit A attached heYeto and bq refexenas uiada a part hereaP
TO 1lAV To tioL tha berainbefoze describad propertp
subject Ca the zeervatLone axceptians reatrietione conditioAS
and covenante hereta esessed and sst farth uato tha Grantea its
svacassors and assigns farevax
RE5LRV3NG HOLTEVER unCo ta Grantox aIl coal oil gas
aad other mtaexals on sa id real praparcx Cogether with the righC
to pro9peat or mine smd xamove the sae nnc3er applicable lawa
rules nnd ragultions prescr3bad by tha Sscretary of the Interior
Pursuant Co authozity containeci iti xhe Eederal 3roperty
and Administxatve 9orvces Act o 94g g amended and appliaable
CONCESSION AGREEMENT
L V
J
REEi 12FRi889
EXHTBIT C
i
sules reguJations and bders promulgatad thereunder rhe General
Sexvicea Adwinisfiratian datermined tha proparty to be eurpins to tha
needa of the Uaited S tates oP Uvterica and ssfgned the property to
Che Depaxtment of the Interior for furChar aoaveyanco Co the Grantee
It is agreed and undareCood by aad batween tha GranCar and
Graatee and the Grant es by ite acoeptaace of thie deed does acknow
ledge its aaderatanding of tie agreemeut and does covenant and agree
oz itself end its auccessoxs aad assigne forevar as foliowe
1 Thie property shall be used and mainCained for tlte
publia purposes ior wh3ch it was conveye3 in perpetuity ae set fozth
in the pxogsaw o util izaion and plaa conCained a the applicatian
dated January 8 1971 as supplemented on January 14 19L submitad
by Gha Graatee and acepted by the GranCor oa Janvary 25 I971 which
program and plan may bs amended fxom rie o time a the requeat ot
pther the GranGor or Grantea with tlie writCeu concurrenne o the
other paxty and suah amendroents ahall be added ta and becoma a part
f
of the originax applictaion
2 Tha Granea aha11 wiChin s3x 6 manthe of the data
of the deed of coaveyazca exect and maintain a peYmanent aiga or
maxker near the poinr o princlpal accesa to Che aomieyed area 1diaC
iag tha the prnpexty is a park or reoreation area and has heen ac
quired fram the Fedezal avexnmenC for use by th genaxal public
3 The pxoperty shall aot be aoXd leaeed assigned or
atherwiae 319poed o except to anotheT eligible govarameatal aency
that the 5ecretary of Che siterior agrees in writing can assure the
contLnued use and matzteaance of the property for publia gark ar
public recreatianal puxposea subject o the eame terme and conditions
in the originAl instrument o conveyaaae tlowcwez nothing in this
provisfon shall preclude the Grantee fram providing relatBd recrea
ional facilitts d services compatila w3th the apprwed applica
2
REEI12R1890
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tien thraugSt aonces9 on agxeemenEe entered inCo wiCh third parties
prqided picidr eatcurcenae to eucl agxeetnente is obtained in wrting
fxoc Ch Secety a the Interior
k prom the dte o thls comteysuce the Grantea ita suc
ceasors and assigns sha13 submlt bienniaY reparts Co the Secretry
of the Iaterior setting forth tha ose made of tha propezty duting
tha preceding twoyer perlod aad other pertinen data establish
ing ita conCinuous us or he purposea set forh above or tea
consecutive reports ad as urthex deCermined by the Secxataryaf
Che Interior
5 The Grantoc h11 have the r3ght during the existenae
of any itationai emergeacy declared by khe Pzesident af tho tJnited
States of America o the Cangree threp to Che full unreetxicted
poesesaian control and use a the pxemises or any part xhereof
w3thout charga pzovi ded the Graatos shal7 bear khe sntire coL o
IIssiateaance o all pr opexty so uaed
6 As part o the conaidexation ox thie Aeed the Gxanres
cavenata and agrees for itselL its euccesaors and assigna that
I the prograro Ear ox in coanection ath which tbia Deed i made
will be condutCed in campliaca with and the Gxantee it8 suces
sors aad assigns will comply with a1i reyu3remeta imposed by or
purauatt to the regulations of the Department of the xnteriox ae
in efect ou the dat of ths Dead 43 CFR Part 17 issued
under tha provisions of TiCle VI of tha Civi1 Righta Act o 1964
2 this covsnant sha 11 be eubjecC ia aIl respecCs to tha provi
s1oxs of said regulat3one 3 Che Grantes its succesaore and
aesigns wil promptly take and coakinue ta takes such actian as
may ba necssary to fecttaCe this covanant 4 the United
States sfia21 have th rigiit t seak udicil enfoxcacnent o Chia
covananC an3 5 tha Gxantee fta succesaors and aeaigns wi11
a oboain ixdw eacb otlier person any lega en3ty wnv hxough
3
REEI2FR891
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contractual or other arrangemeate with the Grantee LCS successora
or assigs ie auChoriaed to provida sexvicas or benefiCs under said
proraas a writiten egr eemeat pursuant to which avch otheY pexaon
atall with xespect to the sarvicea oz beneits which he ia author
3zed to provide uudertn ke or h3maelP the sama obligations ae thoae
impased upoa tho Grant e ita anccessoxa and aseigas by this oove
nant ead h furish a copy bf such agraemen ta the Secretary of
the xnteriaz or hia sucaessar and that this covensnt ahall run
wixh the land ierby aonveyed ad ahAll in any event without re
gard o teahnical clasaiication or deaignation legal or oherwisa
be binding to xhe fullest extent parmitted by law end equity foz xhe
beaefit of and 3n favor of the Grantor end eafozceable by tha Gran
or against the Gzantec ite successors and asaigns
7 In the even thexe is a breach of any of tha conditoae
and covenants beretn caatained by the Gxantee its aucceasore and as
aigna whethar caused by he legal ar other inailiCy o the Gxantee
is sueaessoxe and ass igs to perfarm said conditiona and covenants
or athexwiae rtl2 righ title and intereat in and tio the eaid gzem
isee ahll xeverG to aad becoma the pzoperty of the CrBntox at ita
opfon whieh in addiian to all otber remedieg for sch bxeach
sa11 have the xight o entry upaa eaid pzemisea and the Granteo
3Ca gucaesaor and assigas shall orfeit ali r3ght titlo aad inCer
est ia said prcnisea and ia any nd a11 0 the tetieaente hcsredita
ments and appuztenances thereuto belonging pxovided howaver
that the ailuxe Che Secretazy oP the DepBxtmnt of tke Tntexior
to xequira in anp oae or mare iastancetv complete perforawnce of any
oP tha conditione or cavenaats ahali not be conatrued ae a waiver
ox relaquihcent of uch future perfarmance but the ob2igations
of the Grantee its eucaessors and assigns with xespect to uch
future perforuance sha11 aontinue in fvll fYrce and ePfect
4
REEt 12Bie92
3
i
r
f
wYgg pp the Gxantor has caussd Eheae presente
to be executed in ita narne and on its behalf Chie Che day
o G s 1g7
UffITED STATES Ol AtEItYCA
Acting by and Chrough the
Secretary of Che xnterior
B G G
Acting Regional rector
Northwest ftegLon
Ruteau oR Outdoor ItecxeaLion
STATB OF Wl1SHINGTON
8s
ounty o
Qn thie a day of rifL 19 befor
ma the subscxittex personal2y appeaxed E 3 ALLIN xo mA knowa andkaowntobetheAcknte8ona1DixeatoxNarthwesCRegion33areauofOutddorRcraionofheUniCadSLatEsDepartmentotheYnteioragoernmentalageGYoftheUnitedStateaofAmercaand
ty m8 kp be tba amn pxean dcribed its and wiio executed
the Pbrong ttument ts BuCh Actiaig ROgiOnal DTCtax aoreyaidasthacxanddeedoEtheunieadStaeaoAmericaorandanbeRhalfohe5creCaryofthextiteriarduydesignatedempaWadandatkhaxizedsotodobyaridSearteCaYandheacCnowedhC
he excuedChe fnraoxa8 txC oY and n bchaif o
Statee of Amarica for ttA purpoaeq an u hera d
v
t
ax r 1ic an Q r
Sate o WBH 8nL
a 1
The ioxegoing conveyanae is hereby xccepCed and tba under
aied grees by thia gaceptauce to assume snd be bownd by all tte
obligtions aonditiona conenante and agneemepta Cheein aoarained
ATiEST
a c oy rJ
y tR N 6
ti 4
ng4 oV
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a s a G
4tt 6y
p Y a
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ir ti
5
The CITY 0 BREMERTON a municipa
cozpoxation located in Kitsap
CounCy tate of Waahn
ay
xuscsicw rau80
tendent Deparment
nd iteeeian
REEi 1FRie93
o
u
ance and Co aign thair namea t eze
names hereto and acknowledge tat they executed tka forgon q a
ti
strumenC for and an behalf o tne diy of Ere ton Wash O
for the puxposae asd uses therein deacrild J yt
r
5TATE OF WASHINGTON
98
County of Kitsap
On thie day of 14lL beore ma
ZLILtheundersignd0ficar peraanally appeared G2ean K Jaratad andAndreWPenderastComesknowsandknowntometobeth9mamepexsonawhoesnamearesubscribedtotheforegbiagaccaptancewhabetngbymadulyaworndiddeposeandsaythatheClannKJarsCadisheMayoxandthakheAndrewPendergastiathaSuperistendentofChaDeparkmentaParlcaandRoasceCioaoftheCityofBremertonWashiugtcnGbaCtheyaredulqdefsignaCedempoweredandauthori2edbyaxeaolutionadopedbyttaeCityCounailotheBiCyafBremexton
Wash3ngCOn on Aecember 30 97Q to eacecute ehe foregoing accept
h to aad Chat xhey eignsd thai
State of Was
a Si
w
uo
i9 rp
r
6
BEEt2FBf894
rp
I
I
1
A
v nscaox
na
Dscrbad fo south sido of aii3eaalk alang south aide of Magnuson Way
and 5chTay BouZevard
gepirmiug at a concrste mozrucaaat a the oenter of Section 12 To
sbp 21s 1ort ga 1 Fst 411 eaid ceater o eaid Soction 12
baing approximately aL tha stsrsecion o8 th0 contar ltnea cYScbloyBouevardandTexa7fE3iAvenuetkonceSouth2tost
110 est to the true poiat o begeixs3 thancs Bouth 20125u
Yast 105070 oet to a concreta asonumeat sad uwuument loing oa
the 8eaor liae dividirg 5ect3one 12 and 13 a a point apgsaximately
zharo tbse cantrlisie o Sclsy Boulevard intexeeata said 8scoz
ssg thence Soufi 1 Wat 24223 fset more or ess tonorthsic3saStatsSecaandaryt3lgsxaYNo3a3thenceNorth7027i1N
leet a3ong the northerly side oY eaid Iiighay 299 teet thenae
Sout3 199220 tsat aorg srestsrp aide o said Higlaaaq 5Q fget
honco in a northeater3y d3rectian alozg tba nflrtharly o3de o said
13ihcry on a curva o radias 597 teet a d3stance o 22732 feetsocaalongsaidHighLayNomthtby1i0tdoat13628Peet6honae
North 87 Wost d0 Peets theaae along tha northeasfisacly aide
oS sad iighray North d Aoa 16321 feot thenoe Noth
1318IO iat 5813 eet more or 1es to a point on ttaback of
tte aidetallt along the aonh ido o Samer x Jonea Ih4fly thenceaocoossa3ddr3voIdorth230529et1A3eetmoreox1eeato
a poist on the baok o tha e3dettallc on the north side ttnce along
the back oP the sideal on a curve ta the right on a radius oY
186 Yea a diatance o 1t 68t tlence lorag bacl oY eidawslk
rrorth i Weat 7Zo ep tence a3ang back o eidet9alk onacurvetather3ghtrrthaadiusoYl615eeadietanceof21678feot9LhencaalorlgbsckoaideakNorth12Eaet
1o55fi aot tdence alozag bacic o aidawalic on a cuiroe to the rigtt
trth a rgdius o 615 aet a dieance oY 2277 sat continus
along back of aidewalk on a curvo to the r3gh taith radiina 1131Seatad3atanaaof2739eettdenceNorth6839Eas21b2b
eet crosaiug tiomer S Jones Axqe a nteraection t7it1 Schloy
oulevard henaa oa a cue Eo Ghe lt yrlfik e raclus af 12723etadiatanceofb323ee3encaSoutiz29xr78eS
eet tonce South 85 35 aat 1395 Yeet mare ax sosa cr xue
po3nt o bog5ng aontaining apPrwcimatcly 181 acras etcap a
rirea uesignatad aa Muxaic3pa1 Eucea doscribed as fa3ovsa
EXHIBIT A
I
5
Efk 12F18
1
a
LEOAS DCftTTIQ13 lIRA uAu ContizuQd
1n aaa daaignatad aa Muxiaipal xo pn the site oY ttia aotparitIousxsgro3oatir19SK15041inthaCityofBremertanCounyoKitapSttaolJashagtonnorepartcuaxlescribodafo3locs i
Bainn at a point which bears Noxth 2o01s25 Eaet fron thesecfiioncazneroSectians12ad3Townehip21NorRFngeEnatLf1ltmetteMeridionadstanceoY20feettkencoTortla
f 875256p tast 20 feet to 0 true poiut oY beguing anci tktetoatxymarginof3eY3theacelIorth2East350eetalongtdereaterymasgino8choyEfluevarsithenceNortti8tJaat3footfthenasSouth2O1i25Iost00geettoncSenth21tWest1833thenaoSouth2Oi25u
s 80 foat to a 7ine W pl O 20 eet aortd o te
n lins of 8ection 133 asg87t acr moss or 3oss
hs true point of beBa
Subeat to oaseaaents for road puroees along a eart bonndary and
long thc soath line of eaid Sectin 12 to
Eeaement dated 29 Novomber 1913 to OYP o 0 recorded
n Valwa 89 0 Doads Paga 53aandcords o IC1teap Guny Tashingtot
Easeaient daLed 26 1pr 929 to Puget Sourd Poorer Iiht
reaordoa ia Book 168 Page 223 roaod oY KLtetap County
G
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0
a
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Flfrd far Ra4brd L
R OS THEOOORE wRf DCo nhr A4COt
REEI32F186
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A
AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Study Session Date: March 23, 2022
Final Public Hearing on the 2nd Amendment
to the Concession Agreement with Olympic
Soccer & Sports Center, LLC
COUNCIL MEETING Date: April 6, 2022
Department: Parks & Recreation
Presenter: Jeff Elevado
Phone: (360) 473-5428
SUMMARY:
On October 30, 2006, the City entered into the “First Amended Concession Agreement” with Olympic
Soccer & Sports Center, LLC for the ground and use concession agreement for the privately owned
indoor soccer and sports facility located at Pendergast Regional Park. The City was notified on
February 1, 2022 that the current owners had entered into a Purchase and Sale Agreement with
Evolution Soccer, LLC for the sale of the business and building. OSSC wishes to assign the
concession agreement to Evolution Soccer, LLC and Evolution Soccer, LLC desires to increase the
number of options to renew the agreement to meet requirements of their funding institution. This
Amendment, if approved, will assign the Concession Agreement to Evolution Soccer, LLC and add
an additional 10-year renewal option to the current agreement. The Bremerton Parks and Recreation
Commission has reviewed the request and recommended approval by City Council at their February
22nd, 2022, public meeting.
Ownership of the underlying property upon which the building and business is located will remain
with the City.
The first public hearing for public comment was held on March 16th, 2022.
ATTACHMENTS:
1) Second Amendment to the Concession Agreement Between City of Bremerton and OSSC
2) Assignment of Concession Agreement 2022
3) First Amended “Concession Agreement Between City of Bremerton and OSSC”
4) 2/1/2022 Notification Letter from Dennis Michael of OSSC
5) 2/23/2022 Bremerton Parks & Recreation Commission Advisory Report
FISCAL IMPACTS (Include Budgeted Amount):
No fiscal impacts, consideration remains unchanged.
STUDY SESSION AGENDA: ☒ Limited Presentation ☐ Full Presentation
STUDY SESSION ACTION: ☐ Consent Agenda ☐ General Business ☒ Public Hearing (2 of 2)
RECOMMENDED MOTION:
Move to approve the City of Bremerton amending the Concession Agreement with Olympic Soccer &
Sports Center, LLC to assign the Concession Agreement to Evolution Soccer, LLC and to add an
additional 10-year option to the Concession Agreement and to authorize the Mayor to finalize and
execute the necessary agreements to achieve these terms.
COUNCIL ACTION: Approve Deny Table Continue No Action
Form Updated 11/09/2021
7A
SECOND AMENDMENT TO THE CONCESSION AGREEMENT BETWEEN CITY OF
BREMERTON AND OLYMPIC SOCCER & SPORTS CENTER, LLC AND
ASSIGNMENT
THIS AGREEMENT is made as of March ___, 2022 (this “Agreement”), by and between, CITY
OF BREMERTON, a Washington municipal corporation (the “City”), OLYMPIC SOCCER &
SPORTS CENTER, LLC, a Washington limited liability company ("OSSC”), and EVOLUTION
SOCCER, LLC a Washington limited liability company (the “Evolution”).
REFERENCE IS MADE to that certain Concession Agreement between the City of Bremerton
and Olympic Soccer & Sports Center, LLC dated June 1, 2001 ("Concession Agreement”),
amended by that certain First Amended Concession Agreement Between The City of Bremerton
and Olympic Soccer & Sports Center, LLC (“First Amendment”) dated October 30, 2006
Collectively the Concession Agreement and the First Amendment are hereinafter referred to as the
“Concession Agreements.”
WHEREAS, OSSC is the current concessionaire under the Concession Agreements and desires to
transfer, assign and convey its concession agreement to Evolution; and
WHEREAS, the CITY has agreed to the assignment of the concession from OSSC to Evolution,
and
WHEREAS, Evolution desires to assume the Concession and to increase the number of options to
renew the Concession Agreements, and
WHEREAS, the CITY has agreed to add an additional 10-year renewal option;
NOW, THEREFORE, for valuable consideration and by mutual consent of the parties the
Agreement is hereby amended as follows:
1. Assignment of Concessionaire’s Interest.
1.1 Ownership. OSSC as “Assignor” represents and warrants to Evolution
(“Assignee”) that it has good and marketable right, title and interest (legal and beneficial) in and
to all of the Concessionaire’s rights under Concession Agreements, subject only to an existing
mortgage loan with Northeast Bank, which will be paid upon the sale and assignment of OSSC’s
business to Evolution.
1.2 Assignment. Assignor does hereby irrevocably transfer, assign and convey all of
its Concessionaire’s rights, title, and interest under the Concession Agreements to the Assignee.
1.3 Companies Consent. This assignment is made with the unanimous consent, in lieu
of a meeting, of all the members of the OSSC and Evolution.
2. Release of OSSC. Any and all rights and obligations of OSSC to and under the Concession
Agreements are terminated and assumed by Evolution. Any and all references to Olympic Soccer
& Sports Center, LLC and/or OSSC are replaced with Evolution Soccer, LLC. OSSC shall
hereafter have no further duties or responsibilities under the Concession Agreements.
3. Amendments to the First Amendment.
3.1 Article 2.2 Option to Renew is replaced in its entirety to read as follows:
2.2 Option to Renew. The CITY agrees to offer the CONCESSIONAIRE
four (4) successive ten (10) year options to renew this Agreement,
contingent upon:
1) CONCESSIONAIRE remaining in full compliance with the terms
and conditions of this Agreement; and
2) the City accepting the level of insurance coverage required in
Article 8.5.2 for each new ten (10) year term exercised by
CONCESSIONAIRE, which acceptance will not be unreasonably denied.
Each ten (10) year option to renew shall renew automatically unless
CONCESSIONAIRE give CITY prior written notice of its desire not to
renew or the CITY gives CONCESSIONAIRE prior written notice of
CONCESSIONAIRE’s failure to be in full compliance with the terms and
conditions of this Agreement in which case the CONCESSIONAIRE shall
be given the opportunity to cure such default pursuant to Article 7.2. The
CONCESSIONAIRE may terminate this Agreement at any time with prior
written notice to the CITY. The CITY may request a review of insurance
coverage required in Article 8.5.2 pursuant to Article 3.1.2. The CITY may
request CONCESSIONAIRE to cure any default and come into full
compliance with the terms and conditions of this Agreement at any time
pursuant to Article 7.2. The FAILURE OF CONCESSIONAIRE to provide
prior written notice not to renew or failure of the CITY to accept the level
of insurance coverage or cure any default or request full compliance with
the terms and conditions of this Agreement shall not constitute a waiver by
either party.
3.2 Article 3.1.1 Cash and Premises Use is replaced in its entirety to read as
follows:
3.1.1 Cash and Premises Use. As consideration for the ground and use
concession granted by the CITY to the CONCESSIONAIRE by Article 1
herein, the CONCESSIONAIRE shall provide fair and equitable
compensation to the CITY in the form of cash payments and hours of use
of the Premises, subject to Article 3.1.4 of this Agreement. Premises use by
the CITY shall be governed by Article 3.3 herein. Consideration shall be
established pursuant to a formula including the square footage value of the
Concession Area parking use outdoor lighting costs and hours of use of the
Premises by the City as set forth in Exhibit C. Based upon Exhibit C the
CONCESSIONAIRE shall provide the CITY with an annual total of 150
hours of Premises use and further shall pay the CITY One Thousand Two
Hundred Ninety-Five Dollars and Sixty-nine Cents ($1295.69) per month.
The Premises use shall be per hour per field; said kinds of use to be
determined at the sole discretion of the CITY. The monthly cash payment
shall be adjusted every year during the term(s) of this Agreem ent based
upon the prior year’s Consumer Price Index (CPI) for all urban consumers
as published by the United States Department of Labor for Seattle Tacoma
Bremerton all items (1982-84-100). For purposes of the CPI adjustment the
base shall be the June 2021 CPI index June to June every year (i.e. June
2021- June 2022). The CPI adjustment shall occur on the following January
1st of each year during the term of this Agreement. No adjustment whether
an increase or a decrease shall exceed two percent (2%) annually.
CONCESSIONAIRE shall make this payment to the City by the fifteenth
day of the month following the end of each month. CONCESSIONAIRE
may prepay these monthly payments on a quarterly, semi-annual, or annual
basis or as otherwise approved by the CITY.
3.3 Article 8.2 Notices is replaced in its entirety to read as follows:
8.2 Notices. Except as provided in Article 6 herein, any notice required or
permitted hereunder must be in writing and will be effective upon the earlier
of personal delivery or three days after being mailed by certified mail, return
receipt requested, addressed to CONCESSIONAIRE or to CITY at the
address for that party designated herein. Either party may specify a different
address for notice purposes by written notice to the other, except that CITY
may in any event use the Premises as CONCESSIONAIRE’s address for
notice purposes. All notices shall be delivered to the following addresses:
CITY Address: CONCESSIONAIRE Address:
City of Bremerton Evolution Soccer, LLC
Attn: Director of Parks and Recreation Attn:_____________________
680 Lebo Boulevard _________________________
Bremerton, WA 98310 _________________________
All other terms and conditions of the Concession Agreements not specifically amended herein
remain in full force and effect.
This Agreement is effective upon the closing of the sale from OSSC to Evolution and the full
payment of any lender interests in the Concession Agreements.
[NOTARY ACKNOWLEDGEMENTS ON NEXT PAGE]
STATE OF WASHINGTON )
)
COUNTY OF KITSAP )
I certify that I know or have satisfactory evidence that ______________________ is the
person(s) who appeared before me, and said person(s) acknowledged that he/she/they signed
this instrument and acknowledged it to be his/her/their free and voluntary act for the uses and
purposes mentioned in the instrument.
GIVEN under my hand and official seal this ______ day of ______________________,
20_____.
_________________________________
Notary Public in and for the State of
Washington, residing at________________
My appointment expires_______________
ACCEPTED this ______ day of ______________________, 20_____.
EVOLUTION SOCCER, LLC
By________________________
STATE OF WASHINGTON )
)
COUNTY OF KITSAP )
I certify that I know or have satisfactory evidence that _________________________ is
the person(s) who appeared before me, and said person(s) acknowledged that he/she/they signed
this instrument and acknowledged it to be his/her/their free and voluntary act for the uses and
purposes mentioned in the instrument.
GIVEN under my hand and official seal this ______ day of ______________________,
20_____.
_________________________________
Notary Public in and for the State of
Washington, residing at________________
My appointment expires_______________
ACCEPTED this ______ day of ______________________, 20_____.
OLYMPIC SOCCER & SPORTS CENTER, LLC
By:
Its:
STATE OF WASHINGTON )
)
COUNTY OF KITSAP )
I certify that I know or have satisfactory evidence that________________________ is
the person(s) who appeared before me, and said person(s) acknowledged that he/she/they signed
this instrument and acknowledged it to be his/her/their free and voluntary act for the uses and
purposes mentioned in the instrument.
GIVEN under my hand and official seal this ______ day of ______________________,
20_____.
_________________________________
Notary Public in and for the State of
Washington, residing at________________
My appointment expires_______________
ACCEPTED this ______ day of ______________________, 20_____.
CITY OF BREMERTON
By__________________________
GREG WHEELER, Mayor
DEPARTMENTAL APPROVAL APPROVED AS TO FORM
_____________________________ _____________________________
JEFF ELEVADO, Director KYLIE J. FINNELL, City Attorney
Parks & Recreation
ATTEST:
ANGELA HOOVER, City Clerk
1
ASSIGNMENT OF CONCESSION AGREEMENT
THIS ASSIGNMENT OF CONCESSION AGREEMENT assigns the First Amended
Concession Agreement between the City of Bremerton and Olympic Soccer & Sports Center,
LLC (“Concession Agreement”) dated October 30, 2006, and is entered into by and between
Olympic Soccer & Sports Center, LLC, a Washington limited liability company (“OSSC”), and
Evolution Soccer, LLC, a Washington limited liability company ("EVOLUTION").
WHEREAS, by the Concession Agreement the City of Bremerton (the "City") granted a
concession to OSSC for the premises legally described in Exhibit A, attached hereto and
incorporated herein by this reference; and
WHEREAS, OSSC desires to assign to EVOLUTION, and EVOLUTION desires to
assume, all of OSSC's rights and obligations under the Concession Agreement with the consent
of the City.
NOW THEREFORE, in consideration of the mutual covenants contained herein and
other valuable consideration received, and with the intent to be legally bound, the parties agree
as follows:
1. OSSC hereby assigns the Concession Agreement and all of its rights, title and interest
thereunder to EVOLUTION. EVOLUTION hereby accepts such assignment. EVOLUTION
shall have all of the rights of OSSC under the Concession Agreement including, without
limitation, any option to renew or extend the Concession Agreement, option to purchase the
Premises and right to the security deposit now held by the City, should any of the foregoing
exist.
2. EVOLUTION hereby assumes and agrees to be bound by all of OSSC's obligations
under the Concession Agreement. EVOLUTION shall perform all the terms, covenants and
conditions of the Concession Agreement, including the payment of rent and any other required
amounts to the City, after the date hereof.
3. EVOLUTION shall indemnify and hold OSSC harmless from any and all claims,
damages, expenses and liabilities of whatever nature, including attorney's fees, arising under the
Concession Agreement or relating to the Premises after the date hereof.
4. EVOLUTION shall not assign the Concession Agreement any further or sublet all or
any portion of the Premises without the prior written consent of the City, except as authorized
pursuant to Section 8.7 of the Concession Agreement.
5. Except as specifically modified herein, the Concession Agreement will continue in
full force and effect.
6. This Assignment shall be binding upon and shall inure to the benefit of the parties and
their respective heirs, legal representatives, successors and assigns.
2
CONSENT OF CITY TO ASSIGNMENT
The City hereby consents to the above Assignment of Concession Agreement from OSSC
to EVOLUTION. By executing this Assignment of Concession Agreement, the City is only
consenting to assignment of the Concession Agreement and does not assume any obligations of
OSSC or EVOLUTION with respect to the Assignment.
THIS AGREEMENT requires the signature of all parties and is executed as of the date of
the last signature below.
[NOTARY ACKNOWLEDGMENTS ON NEXT PAGE]
3
STATE OF WASHINGTON )
)
COUNTY OF KITSAP )
I certify that I know or have satisfactory evidence that _________________________ is
the person(s) who appeared before me, and said person(s) acknowledged that he/she/they signed
this instrument and acknowledged it to be his/her/their free and voluntary act for the uses and
purposes mentioned in the instrument.
GIVEN under my hand and official seal this ______ day of ______________________,
20_____.
_________________________________
Notary Public in and for the State of
Washington, residing at________________
My appointment expires_______________
ACCEPTED this ______ day of ______________________, 20_____.
OLYMPIC SOCCER & SPORTS CENTER, LLC
By:
Its:
4
STATE OF WASHINGTON )
)
COUNTY OF KITSAP )
I certify that I know or have satisfactory evidence that _________________________ is
the person(s) who appeared before me, and said person(s) acknowledged that he/she/they signed
this instrument and acknowledged it to be his/her/their free and voluntary act for the uses and
purposes mentioned in the instrument.
GIVEN under my hand and official seal this ______ day of ______________________,
20_____.
_________________________________
Notary Public in and for the State of
Washington, residing at________________
My appointment expires_______________
ACCEPTED this ______ day of ______________________, 20_____.
EVOLUTION SOCCER, LLC
By:
Its:
5
STATE OF WASHINGTON )
)
COUNTY OF KITSAP )
I certify that I know or have satisfactory evidence that _________________________ is
the person(s) who appeared before me, and said person(s) acknowledged that he/she/they signed
this instrument and acknowledged it to be his/her/their free and voluntary act for the uses and
purposes mentioned in the instrument.
GIVEN under my hand and official seal this ______ day of ______________________,
20_____.
_________________________________
Notary Public in and for the State of
Washington, residing at________________
My appointment expires_______________
ACCEPTED this ______ day of ______________________, 20_____.
CITY OF BREMERTON
By:
Its: Mayor
EXHIBIT "A"
Legal Description for Soccer Concession at Pendergast Park
A portion of the Northeast quarter of the Southwest quarter, Section 21, Township 24 North,
Range 1 East, Williamette Meridian, which is more particularly described as follows:
Beginning at the East quarter corner of said Section 21; thence along the East-West
centerline of said Section 21, N 88°50'50" W 5316.00 feet to the West quarter corner of
said Section 21; thence S 65°16'01" E 2125.47 feet to an existing corner of the building for
Olympic Sports and Soccer Center, also being the True Point of Beginning; thence along
said building, N 89'18'55" E 100.42 feet; thence S 0'48'13" E 44.56 feet; thence N
89011'47" E 54.86 feet; thence S 0°49'09" E 113.85 feet; thence S 89°17'18" W 54.89
feet; thence S 0'15'19"E 52.06 feet; thence leaving said building S 0015'19" E 14.62 feet;
thence S 89°14'46" W 199.87 feet; thence N 0°46'54" W 200.00 feet; thence N 89°18'55"
E 100.00 feet to the said building for Olympic Sports and Soccer Center; thence along said
building, N 0°46'54" W 25.24 feet to the True Point of Beginning.
Together with and subject to a 15 foot maintenance and access buffer adjacent to and
abutting above described concession.
Together with ingress and egress to and from the public right of way (Union Avenue)
over and upon the City parks properties and roadway to the above described concession.
Said ingress and egress shall terminate with said concession.
Said concession area to constitute 48,829 square feet, and with said maintenance and
access buffer, 64,157 square feet.
FIRST AMENDED
CONCESSION AGREEMENT BETWEEN THE CITY OF BREMERTON
AND OLYMPIC SOCCER SPORTS CENTER LLC
This First Amended Concession Agreement between the City of Bremerton CITY and Olympic
Soccer Sports Center LLC CONCESSIONAIRE specifically amends the Concession
Agreement entered into between the parties on June 20 2001 Concession Agreement
collectively referred to hereinafter as Agreement
WHEREAS CONCESSIONAIRE desires to construct an addition to the current structure to add
a second indoor playing field to the facility and
WHEREAS the CITY has agreed to amend the Concession Agreement to grant additional space
to the concession for the second indoor playing field
NOW THEREFORE for valuable consideration and by mutual consent of the parties the
Concession Agreement is hereby amended and replaced in its entirety to read in full as follows
ARTICLE 1 CONCESSION
1 1 Concession of Premises
1 1 1 Premises Described CITY hereby grants a ground and use concession to
CONCESSIONAIRE for the Premises approximately fifty thousand square feet 50 000 sq ft
ofland hereinafter referred to as Concession Area within the confines of the Pendergast
Regional Park and legally described in Exhibit A attached hereto and incorporated by reference
This concession is granted for the development construction maintenance and operation for
profit of an indoor athletic facility consisting a permanent structure of approximately fifty
thousand square feet 50 000 sq ft as well as for related fixtures appurtenances parking and
exterior landscaping hereinafter referred to as Improvements and generally shown in the
preliminary building and site plan in Exhibit B attached hereto and incorporated by reference
Collectively referred to as Premises Premises does not include the fee ownership or leasehold
interest of the real property upon which the Premises are located
CONCESSIONAIRE hereby agrees to the terms and conditions of this Agreement The
PARTIES agree that upon the date of execution of this First amended Concession Agreement
the Premises consists of permanent structure of approximately thirty thousand square feet
30 000 sq ft and related improvements and that the CONCESSIONAIRE intends to construct
an addition of approximately twenty thousand square feet 20 000 sq ft to the current structure
to add a second indoor playing field to the Premises Second Field The PARTIES further
agree that any and all current or future development and construction of Improvements on the
Premises are owned by CONCESSIONAIRE subject to any security interest oflender if any
and subject to the CITY s right title and interest at the expiration or termination of this
Agreement pursuant to Article 24
I
The common address of the Premises is 1199 Union Avenue Bremerton WA 98312
1 1 2 Right of Entry In addition to the Premises described above the CITY grants
CONCESSIONAIRE 1 a Right of Entry for ingress and egress to and from the public right of
way Union Avenue over and upon the City parks properties and roadway to access the
Premises and 2 a 15 foot Right of Entry buffer adj acent to and abutting above described
Concession Area for maintenance and repair of the Improvements as identified in Exhibit B
Collectively Rights of Entry CONCESSIONAIRE s use of the Rights of Entry granted
herein shall not be used in a manner inconsistent with or interfere with the CITY s use of the
property CONCESSIONAIRE shall not install any structures or other improvements on the
Rights of Entry without the CITY s prior written approval Such approval shall be at the CITY s
sole discretion The Rights of Entry shall terminate upon the expiration or termination of this
Agreement
1 2 Possession Quiet Enjoyment Covenants
Except as provided in Articles 3 4 3 herein the CONCESSIONAIRE shall be entitled
to exclusive possession of the Premises upon commencement of the development and
construction of the Premises as defined by Article 54 herein Upon taking possession of the
Premises and on performing all the covenants and conditions herein the CONCESSIONAIRE
shall peaceably and quietly have hold and enjoy the Premises at all times during the full term of
this Agreement Every covenant in this Agreement shall be deemed and treated to be a covenant
running with the Premises during the full term of the Agreement and shall extend to the heirs
legal representatives successors and assigns of the PARTIES No change in CITY s ownership
of the Premises or rights to the payments hereunder however accomplished shall operate to
enlarge the obligations or reduce the rights of CONCESSIONAIRE No change in CITY s
ownership of the Premises shall be binding upon CONCESSIONAIRE for any purpose until
CONCESSIONAIRE shall have been given notice thereof
ARTICLE 2 TERM OF AGREEMENT
2 1 Term The term of this Agreement shall be fifteen 15 years commencing June 20 2001
the EFFECTNE DATE of this Agreement
2 2 Option to Renew The CITY agrees to offer the CONCESSIONAIRE three 3 successive
ten 10 year options to renew this Agreement contingent upon
1 CONCESSIONAIRE remaining in full compliance with the terms and conditions
of this Agreement and
2 the CITY accepting the level of insurance coverage required in Article 8 5 2 for
each new ten 10 year term exercised by CONCESSIONAIRE which acceptance will not be
unreasonably denied Each ten 10 year option to renew shall renew automatically unless
CONCESSIONAIRE gives the CITY prior written notice of its desire not to renew or the CITY
gives CONCESSIONAIRE prior written notice of CONCESSIONAIRE s failure to be in full
compliance with the terms and conditions of this Agreement in which case the
CONCESSIONAIRE shall be given the opportunity to cure such default pursuant to Article 7 2
The CONCESSIONAIRE may terminate this Agreement at any time with prior written notice to
2
the CITY The CITY may request a review of insurance coverage required in Article 8 52
pursuant to Article 3 12 The CITY may request CONCESSIONAIRE to cure any default and
come into full compliance with the terms and conditions of this Agreement at any time pursuant
to Article 7 2 The failure of CONCESSIONAIRE to provide prior written notice not to renew
or failure of the CITY to accept the level of insurance coverage or cure any default or request full
compliance with the terms and conditions of this Agreement shall not constitute a waiver by
either party
2 3 Right of First Refusal Upon the expiration of all terms of this Agreement
CONCESSIONAIRE shall have a Right of First Refusal for a new Concession but this right shall
only extend to the right to operate a recreation facility similar in scope to the uses identified and
authorized in Article 4 1 1 of this Agreement and only if the CITY requests such use in its
solicitation for a concessionaire for the Premises If the City desires a different use for the
Premises then CONCESSIONAIRE shall not have a Right of First Refusal
24 Improvements Expiration or Termination of Agreement Upon the expiration of the
term s of this Agreement or upon the termination of this Agreement other than as a result of
condemnation proceedings the then existing Improvements on the Premises will become the
property of and owned by the CITY and the CITY shall have all right title and interest in the
same
ARTICLE 3 CONSIDERATION
3 1 Consideration for Concession
3 1 1 Cash and Premises Use As consideration for the ground and use concession
granted by the CITY to the CONCESSIONAIRE by Article 1 herein the CONCESSIONAIRE
shall provide fair and equitable compensation to the CITY in the form of cash payments and
hours of use of the Premises subject to Article 3 14 of this Agreement Premises use by the
CITY shall be governed by Article 3 3 herein Consideration shall be established pursuant to a
formula including the square footage value of the Concession Area parking use outdoor lighting
costs and hours of use of the Premises by the City as set forth in Exhibit C Based upon Exhibit
C the CONCESSIONAIRE shall provide the CITY with an annual total of 150 hours of
Premises use and further shall pay the CITY One Thousand Dollars and No Cents 1000 00 per
month beginning on the first full month following the month a certificate of occupancy is issued
to CONCESSIONAIRE for the Second Field The Premises use shall be per hour per field said
kinds of use to be determined at the sole discretion of the CITY The monthly cash payment shall
be adjusted every year during the term s of this Agreement based upon the prior years
Consumer Price Index CPI for all urban consumers as published by the United States
Department of Labor for Seattle Tacoma Bremerton all items 1982 84 100 For purposes of
the CPI adjustment the base shall be the June 2006 CPI index June to June every year i e June
2006 June 2007 The CPI adjustment shall occur on the following January 1 st of each year
during the term of this Agreement No adjustment whether an increase or a decrease shall
exceed two percent 2 annually CONCESSIONAIRE shall make this payment to the City by
3
the fifteenth day of the month following the end of each month CONCESSIONAIRE may
prepay these monthly payments on a quarterly semi annual or annual basis or as otherwise
approved by the CITY
3 1 2 Re Opener of Compensation and Insurance Coverage At any time within
180 days prior to the beginning of each ten 10 year term or any time after the beginning of any
ten 10 year term either party may request are opener of the consideration and leasehold tax set
forth in Article 3 and the insurance coverage required in Article 8 5 2 The parties acknowledge
that it is the intent to provide no more than one re opener for each ten 10 year term or
remaining portion thereof if notice to re open is given after the beginning of the new term unless
the parties mutually agree to additional re openers Upon such request the parties will in good
faith review the consideration leasehold tax andor insurance coverage and further negotiate
and make appropriate adjustments to reflect changes in market values and use of the Premises
using as the basis the date and the consideration leasehold taxes insurance coverage use of
Premises and other relevant factors which established the figures requested to be reviewed In
the event the PARTIES cannot reach an agreement following review and negotiation the
PARTIES agree to mediate the issues in dispute
3 1 3 Leasehold Excise Tax Pursuant to RCW 82 29A 020 1 concessions fall within
the definition of leasehold interest therefore even though this Agreement is not for a lease it is
still subject to the leasehold tax set forth in Chapter 82 29A RCW Accordingly
CONCESSIONAIRE agrees to pay in addition to other taxes and fees pursuant to Article 84 2
the leasehold excise tax pursuant to Chapter 8229A RCW The tax will be based on the current
value of use of the property through this Agreement concession rate value as set forth in
Exhibit C in the amount of 21 000 00 per year Since partial consideration to the City for this
property use consists of hours offield use at the Premises established through a formula based
upon the current hourly value of field use no adjustments will be made for the property use or
value of field use during the term s of this Agreement Therefore for purposes of assessment
and payment of the leasehold tax only the value of the use of the property 21 000 00 will be
adjusted every five years during the term s ofthis Agreement based upon the prior five years
Consumer Price Index CPI for all urban consumers as published by the United States
Department of Labor for Seattle Tacoma Bremerton all items 1982 84 100 For purposes of
the CPI adjustment the base shall be the June 2002 CPI index June to June every five years ie
June 2002 June 2007 The CPI adjustment shall occur on the following January 1 st of each year
during the term of this Agreement No adjustment whether an increase or a decrease shall
exceed two percent 2 annually In addition CONCESSIONAIRE agrees to pay when due the
leasehold excise tax or any additional assessments thereto with respect to any payment or
obligation hereunder which is deemed by the State of Washington to be taxable rent under said
chapter and to indemnify and hold the City harmless from the same
CONCESSIONAIRE shall pay quarterly to the City by the fifteenth day of the month
following the end of each quarter or as otherwise required by the State of Washington the
amount of the leasehold tax owing CONCESSIONAIRE may prepay these quarterly payments
on a semi annual or annual basis or as otherwise approved by the CITY
4
3 1 4 Reversion of Second Field Concession Area and Compensation Unless
otherwise agreed to in writing in the event the CONCESSIONAIRE is not issued a Certificate
of Occupancy for the Second Field by December 31 2007 the Concession Area as defined in
Article 1 1 1 shall automatically revert to the original 30 000 square foot Concession Area
defined in the Concession Agreement entered into between the parties on June 20 2001 plus a 15
foot Right of Entry buffer adjacent to and abutting said 30 000 square feet Concession Area for
maintenance and repair of the Improvements as identified in Article 1 1 2 of this Agreement In
addition the consideration set forth in Article 3 1 1 of this Agreement shall revert to the original
annual compensation of 182 hours of PREMISES use as identified in Article 3 3 of the June 20
2001 Concession Agreement and no cash payments
3 2 Athletic Equipment Personal Property Use Premises use by the CITY received as
consideration for this Agreement does not include the use by the CITY of any of the
CONCESSIONAIRE s athletic equipment or other personal property Use by the CITY of any of
the CONCESSIONAIRE s athletic equipment or other personal property will be negotiated
separately between the CITY and the CONCESSIONAIRE and is outside the scope of this
Agreement
3 3 Timing of Premises Use by CITY The consideration paid by the CONCESSIONAIRE in
the form of Premises use by the CITY shall commence accruing from the EFFECTIVE DATE of
this Agreement It is mutually understood and agreed that the CITY can receive its full annual
compensation of 150 hours of Premises use at any time during the 12 month period beginning
with the EFFECTIVE DATE of this Agreement and every 12 month period thereafter
34 Premises Use by CITY
3 4 1 Types of Use The hours of Premises use provided by the CONCESSIONAIRE to
the CITY in consideration for this Agreement are intended to provide recreational opportunities
of a suitable and compatible nature for the residents of the CITY as part of the Parks and
Recreation programs Such Premises use by the CITY shall be without cost to the CITY to the
extent of the 150 hours annually pursuant to Article 32 herein
34 2 Maintenance Utility Costs Clean Up After Use The CONCESSIONAIRE
shall be responsible for all overhead costs including the utilities and general maintenance of the
Premises during the use of the Premises by the CITY The CITY agrees to clean up the Premises
after each CITY use
34 3 Damage Claims Liability The CITY shall be responsible for all damage or
claims that may arise out of the Premises use by any of the CITY s employees agents guests or
invitees The CITY during such periods of use shall supervise or cause the CITY s employees
agents guests or invitees to be supervised The provisions for mutual indemnity hold harmless
and liability insurance pursuant to Articles 8 5 8 6 herein apply during Premises use by the
CITY
5
3 5 Scheduling Premises Use by CITY The CITY and the CONCESSIONAIRE shall meet at
times as necessary to determine how such Premises use hours shall be allocated to the CITY in
the upcoming quarter in accordance with the following provisions
35 1 Spring and Summer Quarters The CITY shall have the full discretion to
determine which hours of Premises use the CITY intends to use during the Spring quarter April
May June and Summer quarter July August September of each year At the CITY s
discretion the CITY has the right to schedule its full annual compensation of 150 hours of
Premises USE during the Spring and Summer quarters
35 2 Fall and Winter Quarters The CONCESSIONAIRE shall have the full discretion
to determine which hours of Premises use the CONCESSIONAIRE intends to use during the Fall
quarter October November December and Winter quarter January February March of
each year The CONCESSIONAIRE has the right to schedule the CITY s remaining
compensation if any of Premises USE not previously scheduled by the CITY during the Spring
and Summer quarters
3 6 CITY s Increased Premises Use The CITY shall have the full discretion to determine
which hours ofthe CITY s Premises use will be accounted against the CITY s annual
compensation of 150 hours The CITY may increase its hours of Premises use beyond its annual
compensation by paying to the CONCESSIONAIRE an hourly rate then in effect by the
CONCESSIONAIRE and with scheduling at the discretion of the CONCESSIONAIRE
ARTICLE 4 USE OPERATION OF PREMISES
4 1 Use of Premises
4 1 1 Indoor Athletic and Recreational Uses The CONCESSIONAIRE will use and
occupy the Premises throughout the full term of this Agreement for the purpose of providing
indoor athletic educational entertainment community activities and recreational opportunities
all related to the operation of an indoor recreation facility CONCESSIONAIRE shall take
reasonable precautions in securing the Premises during the full term of this Agreement
4 1 2 Incidental Uses The CONCESSIONAIRE may provide concessions in the form
of food and beverage and the sale of incidental items directly related to the use of the recreation
facility including but not limited to gym equipment soap shampoo and similar shower
supplies and clothing related to athletic pursuits
4 1 3 Security and Nuisance During Use The CONCESSIONAIRE shall take
reasonable precautions in securing the Premises during the full term of this Agreement The
CONCESSIONAIRE shall use the Premises for no unlawful purposes and shall not use or
occupy the Premises in any manner which would constitute a public nuisance or violate State or
CITY laws
6
4 2 Operating Hours The availability of recreational opportunities for CITY residents is a
material consideration for this Agreement Accordingly and during the full term of this
Agreement the CONCESSIONAIRE shall continuously conduct and carryon the
CONCESSIONAIRE S permitted uses and shall keep the Premises open for business and cause
the CONCESSIONAIRE S business to be conducted therein during the usual business hours of
each and every business day as mutually agreed upon This provision shall not apply if the
Premises should be closed and the business of CONCESSIONAIRE is temporarily suspended on
account of labor strikes lockouts or similar causes beyond the reasonable control of
CONCESSIONAIRE or for maintenance remodeling repair or renovation as approved by the
CITY in writing including approvals of any construction schedules The CONCESSIONAIRE
covenants and agrees to provide sufficient personnel and to keep the Premises adequately
stocked with merchandise recreational equipment fixtures and facilities so as to conduct its
business in accordance with sound business practice The CONCESSIONAIRE in order to keep
its business commitments shall be in operation in accordance with sound business practice
4 3 Entry by CITY CITY may enter the Premises at all times to inspect provide services
required hereunder post notices of CONCESSIONAIRE s noncompliance with the provisions of
this concession all without being deemed a constructive eviction Any person or persons who
may have an interest in the purpose of CITY s visit may accompany CITY CITY has the right to
use any and all means that CITY deems proper to open doors and gates in an emergency in order
to obtain entry to the Premises
44 Health Inspections CONCESSIONAIRE shall not knowingly commit or willfully permit to
be committed any act or thing contrary to the rules and regulations prescribed by the local board
of health or which shall be contrary to the laws rules or regulations of any federal state or
municipal authority CONCESSIONAIRE shall allow the Bremerton Kitsap County Health
Department to make regular and ordinary inspections of the Premises as said health department
may deem proper
4 5 Maintenance Repair Improvements
4 5 1 Maintenance CONCESSIONAIRE shall at its sole cost and expense clean and
maintain the Premises and make repairs restorations and replacements to the Premises
including without limitation the heating ventilating air conditioning mechanical electrical and
plumbing systems structural roof walls and foundations roof coverings sprinkling and
irrigation systems playing surfaces and the fixtures and appurtenances to the Premises as and
when needed to preserve them in first class condition and repair less normal wear from use
throughout the full term CONCESSIONAIRE shall further keep in repair and maintain as
necessary all machinery equipment and facilities necessary for the playing of sports and the
comfort of players CONCESSIONAIRE shall paint the exterior of the buildings except the
metal with such frequency as may be required to maintain their good clean appearance All
such repairs restorations and replacements will be in quality and workmanship at least equal to
the original work or installations If CONCESSIONAIRE fails to make such repairs restorations
or replacements CITY may make them at the expense of CONCESSIONAIRE and such expense
7
willbepaidbyCONCESSIONAIREwithinfifteen15daysafterdeliveryofastatementforsuchexpense452SidewalksMaintenanceAtitssolecostandexpenseCONCESSIONAIREshallmaintainanysidewalksonthePremisesingoodandpresentableconditionduringthefulltermofthisAgreementshallberesponsibleforcorrectinganyunsafeconditionsandshallberesponsiblefortheremovaloficeandsnowfromthesidewalks453JanitorialServicesAtitssolecostandexpenseCONCESSIONAIREshallkeepthePremisescleanandshallprovidesufficientjanitorialserVicestomaintainatidyappearanceonandaboutthePremisesCONCESSIONAIREshallprovidelandscapingmaintenanceservicesasapplicablesuchthatlandscapingonthePremisesremainshealthyattractiveandwellmaintained454RepairofDamageIntheeventanydamageorinjuryshalloccurtothePremisesofanykindornaturewhatsoeverCONCESSIONAIREshallpromptlycausesaiddamageorinjurytobefullyrepairedatCONCESSIONAIRESowncostandexpenseIntheeventCONCESSIONAIREfailstoaccomplishsuchrepairswithinfifteen15daysofreceiptofwrittennoticebytheCITYtheninthateventCITYmaybutisnotrequiredtoenterthePremisesandaccomplishsuchrepairsandbillCONCESSIONAIREwhowillpaythebillwithinfifteen15daysafterdeliveryofastatementforsuchexpense456ImprovementsTheCONCESSIONAIREshallbesolelyresponsibleforprovidingadequatefundingforanyalterationsorimprovementsasprovidedinthisAgreementandsuchalterationsorimprovementsshallbemadewithoutcosttotheCITY457AlterationsofPremisesafterConstructionAftersuchtimeasthePremiseshavebeencompletedandacceptedasdefinedabovetheCONCESSIONAIREshallnotmakeanymaterialalterationtothePremisesincludinganychangestothelandscapingwithouttheCITYSpriorwrittenconsent46SignsCONCESSIONAIREmayplaceandmaintainsignsuponthePremisesinaccordancewithapplicablesignandzoningcodesoftheCITY47Utilities471UtilityServicesandExpenseTheCONCESSIONAIREwillpayforallwatergasgarbagesewageelectricitytelephoneandotherutilitiesandcommunicationsservicesusedbyCONCESSIONAIREonthePremiseswhetherornotsuchservicesarebilleddirectlytoCONCESSIONAIRECONCESSIONAIREwillalsoprocureorcausetobeprocuredwithoutcosttotheCITYanyandallnecessarypermitslicensesorotherauthorizationsrequiredforthelawfulandproperinstallationandmaintenanceuponthePremisesofutilityappurtenancesandappliancesforuseinsupplyingsuchutilitiesandservicestoanduponthePremisesTheCITYuponrequestofCONCESSIONAIREandatthesoleexpenseandliabilityofthe8
CONCESSIONAIREwilljoinwithCONCESSIONAIREinanyapplicationrequiredforobtainingorcontinuinganysuchservicesprovidedthatsuchservicesdonotviolateanyotherapplicableprovisionofthisAgreementTheCITYshallnotbeheldliableforanyinjurylossordamagecausedbyorresultingfromanyinterruptionorfailureofutilityservicesduetoanycausewhatsoeverexcepttheCITYssolenegligenceCONCESSIONAIREshallnotbeentitledtoanyoffsetreductionorreturnofconsiderationasaresultofanyinterruptionorfailureofservIces472TrashGarbageTheCONCESSIONAIREshallplacealltrashandgarbageintosuchareasandcontainersasaredesignedandintendedtoaccommodatethetrashandgarbagegeneratedwithinoronthePremisesTheCONCESSIONAIREshallnotallowtrashandorgarbagetoaccumulatesuchthatanuisanceorhealthhazardresults48ParkingTheCITYwillberesponsibletoprovideadequateparkingtosupportthePremisesanditsoperations49HazardousSubstances491DefinitionAsusedhereinthetermHazardousSubstancemeansanyhazardoustoxicordangeroussubstancewasteormaterialwhichisorbecomesregulatedunderanyfederalstateorlocalstatuteordinanceruleregulationorotherlawnoworhereafterinaffectpertainingtoenvironmentalprotectioncontaminationorcleanup492InformationCONCESSIONAIREshallkeepuponthePremisesinalocationaccessibletoCITYonrequestduringnormalbusinesshourscopiesofallreportsregardinghazardousortoxicmaterialsinthePremisesthatCONCESSIONAIREhasprovidedtoanygovernmentalagencyinthepreviousquarterCONCESSIONAIREshalluponrequestandatCONCESSIONAIRESexpenseprovideCITYwithacopyofanysuchreportastowhichCITYrequestacopyIntheeventofanyaccidentspillorotherincidentinvolvinghazardousortoxicmatterthatCONCESSIONAIREisrequiredtoreporttoanygovernmentalagencyCONCESSIONAIREshallimmediatelyreportthesametotheCITYandsupplyCITYwithallinformationandreportswithrespecttothesametogetherwithCONCESSIONAIREScleanuporremediationplanandscheduleIfsuchcleanuporremediationplanisnotacceptabletoCITYinCITYSsolediscretionCITYmaysonotifyCONCESSIONAIREandupon48hourspriorwrittennoticeorwithoutnoticeifsorequiredbyanemergencymayenteronthePremisestoconductthecleanuporremediationandchargeCONCESSIONAIREthecoststhereofAllinformationdescribedhereinshallbeprovidedtoCITYregardlessofanyclaimbyCONCESSIONAIREthatitisconfidentialorprivilegedprovidedthattheCITYshallnotpublishordisclosetheinformationtoanythirdpartyexceptaspursuanttoChapter4256RCW493IndemnificationCONCESSIONAIREagreestoholdharmlessprotectindemnifyanddefendCITYfromandagainstanydamagelossclaimorliabilityINCLUDINGAttorneysfeesandcostsresultingfromCONCESSIONAIRESusedisposaltransportationgenerationandorsaleofanyHazardousSubstancesTheCITYagreestohold9
harmless protect indemnify and defend CONCESSIONAIRE from and against any damage
loss claim or liability including attorney s fees and costs resulting from a Hazardous
Substances existing on the Premises as of the EFFECTIVE DATE ofthis Agreement or b
Hazardous Substances thereafter used disposed of or generated on the Premises by the CITY
These indemnities will survive the termination of this Agreement whether by expiration of the
Term or otherwise
4 10 Risk of Loss All personal property of any kind or description whatsoever in the Premises
shall be at the CONCESSIONAIRE s sole risk and CITY shall not be liable for any damage
done to or loss of such personal property However CONCESSIONAIRE is not responsible for
losses or claims of stolen property under the care and contol of the CITY during the CITY S use
periods
ARTICLE 5 DESIGN CONSTRUCTION OF PREMISES
5 1 Design The CONCESSIONAIRE shall retain a licensed architect or licensed professional
engineer registered in the State of Washington hereinafter referred to as the DESIGN
ENGINEER who shall design the indoor athletic facility the Second Field and other related
Improvements The CITY shall have the right to approve the final design of the Improvements
and shall have a continuing right to approve the exterior color of any structure on the Premises
CONCESSIONAIRE shall comply with the Americans with Disabilities Act of 1990 ADA in
the design construction and operation of the Premises
5 2 Building Site Plans The CONCESSIONAIRE shall retain a licensed architect or licensed
professional engineer registered in the State of Washington to prepare building and site plans for
the Premises which shall reference the structure the Second Field and other related
Improvements utilities generally and landscape plan as applicable The CITY shall have the
right to approve the final building and site plans
5 3 Construction Site Work Fencing The CONCESSIONAIRE shall be solely responsible for
all development and construction of the Premises and hold the CITY harmless from any and all
claims arising out of the development and construction ofthe Premises pursuant to Article 8 6
herein CONCESSIONAIRE shall be responsible for the site work all required permits and
grading CONCESSIONAIRE shall properly barricade the work area and install signage
directing unauthorized person from entering onto the building site during any phase of
development or construction Unless otherwise agreed fencing shall be placed around the work
area In addition the building site shall be kept in a clean and organized condition during
development periods CONCESSIONAIRE shall be responsible for site security traffic and
pedestrian warnings at the site during the development and construction phases
54 Construction Deadlines CONCESSIONAIRE shall be required to commence development
and construction of the Second Field within six months of the EFFECTIVE DATE of this
Agreement Commencement of development and construction of the Second Field is defined as
that date upon which physical movement or grading of the soil in preparation for construction of
10
any structure on the Premises CONCESSIONAIRE shall be required to complete the
development and construction of the Premises within one year of the EFFECTIVE DATE of this
Agreement Completion of the development and construction of the Second Field is defined as
that date upon which all final occupancy permits are obtained by the CONCESSIONAIRE
5 5 Failure to Meet Construction Deadlines Time of Essence Except as provided in Article
8 15 herein it is mutually understood and agreed that failure by the CONCESSIONAIRE to meet
the development and construction deadlines shall constitute a material breach of this Agreement
by the CONCESSIONAIRE and the CITY at its option can terminate this Agreement for cause
pursuant to Article 7 Time is of the essence with this Agreement
5 6 Stormwater Drainage Sewer Water Lines The CONCESSIONAIRE will be
responsible for relocating storm drains sewers and water lines to the Premises as required to
complete any development and construction of the Premises
5 7 Development and Construction Fees Expenses The CONCESSIONAIRE shall be
responsible for obtaining and paying for necessary permits fees and expenses associated with
the development and construction of the Premises In addition CONCESSIONAIRE shall be
responsible for any additional costs for inspections billed to the CITY by any government
agency including but not limited to the City of Bremerton Kitsap County or the State of
Washington
5 8 Escrow Requirements To Ensure Performance of Contractors It is mutually understood
and agreed that the CONCESSIONAIRE will prior to the commencement of development and
construction of the Premises pursuant to Article 54 herein place into escrow funds sufficient to
ensure contractor performance through completion of construction and development of the
Premises
5 9 Not a Public Works Project The development and construction of the Premises is not a
public works project requiring the payment of prevailing wages CONCESSIONAIRE is the
developer and the CITY is not an owner partner joint venturer nor maintains any other business
relationship with the CONCESSIONAIRE regarding the Premises other than as grantor of a
concession and user of the Premises The CITY is not involved with nor has any responsibilities
for the biding contracting or operations ofthe Premises and will occupy no space in the
Premises The CONCESSIONAIRE does not deem itself required to pay prevailing wages nor
will the CONCESSIONAIRE be obligated to payor to contract for prevailing wages or any other
standard of payment controls associated with this project This provision is a material part of the
consideration for this Agreement The project signage and all literature advertising by either the
CITY or CONCESSIONAIRE shall not indicate in any manner that this is a CITY project
contract or other misleading statement indicating that this project is a public work project
directly or indirectly
5 10 No Liens Except liens and encumbrances of any lender pursuant to Article 6 herein it is
mutually understood and agreed that the CONCESSIONAIRE shall have no authority express or
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111impliedtocreateorplaceortoallowtobecreatedorplacedanylienorencumbranceofanykindornaturewhatsoeveruponorinanymannertobindtheinterestoftheCITYinthePremisesortochargetherentalspayablehereunderforanyclaiminfavorofanypersondealingwithCONCESSIONAIREincludingthosewhomayfurnishmaterialsorperformlaborforanyconstructionorrepairsandeachsuchclaimshallaffectandeachsuchlienshallattachtoifatallonlytherightandinterestgrantedtoCONCESSIONAIREbythisAgreementIfanysuchliensarefiledCITYmaywithoutwaivingitsrightsandremediesforbreachandwithoutreleasingCONCESSIONAIREfromitsobligationshereunderrequireCONCESSIONAIREtopostsecurityinformandamountreasonablysatisfactorytoCITYorcausesuchlienstobereleasedbyanymeansCITYdeemsproperincludingpaymentinsatisfactionoftheclaimgivingrisetothelienCONCESSIONAIREshallpaytoCITYupondemandanysumpaidbyCITYtoremovetheliensFurtherCONCESSIONAIREagreesthatitwillsaveandholdtheCITYharmlessfromanyandalllosscostorexpensesbasedonorarisingoutoftheassertedclaimsorliensexceptthoseofthelenderagainstthisAgreementoragainsttherighttitleandinterestoftheCITYinthePremisesorunderthetermsofthisAgreementincludingreasonableattorneysfeesandcostsincurredbyCITYinremovingsuchliensandinenforcingthisparagraphAdditionallyitismutuallyunderstoodandagreedthatthisparagraphisintendedtobeacontinuingprovisionapplicabletofuturerepairsandimprovementsaftertheinitialconstructionphaseARTICLE6FINANCINGSECURITYINTERESTS61FinancingNoCITYObligationCONCESSIONAIREshallbesolelyresponsibleforallfinancingrequirementsforallconstructionmaintenancerepairsorsubsequentimprovementstothePremisesTheCITYshallbeundernoobligationdirectlyorindirectlytopayforanylabormaterialorimprovementassociatedwiththefacilityexceptasprovidedhereinormutuallyagreeduponTheCONCESSIONAIREshallinapplyingandobtainingfinancinginformanylenderthattheCITYhasnofinancialobligationsassociatedwiththeconstructionmaintenancerepairsorsubsequentimprovementstothePremises62SecurityInterestinPremisesAgreementConsentTheCITYconsentstothegranttransferpledgeandassignmentofanyandallrighttitleclaiminterestofCONCESSIONAIREinandtothisAgreementandinthePremisesandinanybuildingfacilitypersonalpropertyandfixturesinthePremisesCollateraltolenderforfinancingpurposesTheCITYshallrecognizelendersfirstprioritysecurityinterestintheCollateralandtheCITYherebysubordinatesanyandallinterestoftheCITYinsaidCollateraltolenderCONCESSIONAIREacknowledgesthattheCITYwillnotgrantanysecurityinteresttoanylenderinCITYrealpropertynorwilltheCITYallowanyencumbranceofanykindornaturewhatsoeveruponorinanymanneronitstitletoCITYrealpropertyIntheeventofdefaultbyCONCESSIONAIREtolenderinadditiontoallitsrightsandremediesavailableatlawandequitylendermayenforceandorforecloseitssecurityinterestinterestsintheCollateralCITYagreesthatinconnectionwithanysuchdefaultandallwithoutfurtherconsentofCITYlendermayaAcquireCONCESSIONAIRESinterestintheCollateraleitherbyadeedinlieuofforeclosureoractualforeclosure12
b Rent and or grant a ground and use concession of the Premises subject to this Agreement
pending foreclosure of the Collateral by lender
c Assign sell andor transfer the Collateral in whole or in part to any person or entity
d Take possession of any or all of the Collateral obtain right of substitution for
CONCESSIONAIRE and operate said Collateral andor
e Appoint a receiver
Any assignment or transfer under Article 62 is subject to Article 8 7 Lender shall have
no interest in improvements located on the Premises at the time of expiration of the term or terms
of this Agreement pursuant to Article 2 at which time all improvements shall become the
property ofthe CITY
6 3 LENDER s Reliance on Term and Renewal Options The City acknowledges that the
CONCESSIONAIRE in making application for financing may be required to have an assurance
that the terms of this Agreement will extend beyond the term of the financing term By its
signature to this Agreement the CITY confirms its authority to provide the ten year Agreement
term with three options to extend the ten year Agreement for a total of forty years with the
renewal options conditioned solely upon the CONCESSIONAIRE maintaining current payments
and remaining in full compliance with the terms and conditions of this Agreement Lender may
but is not obligated to exercise the right to renew and extend the terms of this Agreement as set
forth herein Additionally the CITY acknowledges that after any original financing
commitments by the CONCESSIONAIRE have been satisfied these financing provisions shall
be applicable to all future advances or financing required by the CONCESSIONAIRE and used
solely for the improvements and repairs of the Premises
64 Surrender of the Collateral No surrender of Collateral or the Premises subject to this
Agreement or any other act of CONCESSIONAIRE shall be deemed to terminate this
Agreement CITY will not terminate this Agreement voluntarily by agreement with
CONCESSIONAIRE unless lender has been previously notified in writing and has consented to
the termination in writing This Agreement shall not be amended or modified unless lender has
been previously notified in writing and has consented to such amendment or modification in
writing
65 Notice of Default and Lender s Rights
6 5 1 Notice of Default If CONCESSIONAIRE defaults under this Agreement or if any
event occurs which would give CITY the right to terminate modify amend or shorten the term
of this Agreement CITY shall take no steps to exercise any right it may have under this
Agreement without first giving lender written notice of such default in accordance with Article
6 11 below A copy of each and every notice of default served or sent by CITY or its agent to or
upon CONCESSIONAIRE pursuant to this Agreement shall be sent contemporaneously to
lender in accordance with Article 6 11 below Such notice of default shall specify the event or
events of default then outstanding and the time period at the end of which the indicated action
would become effective
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652TerminationforMonetaryDefaultIfthenoticeofdefaultgivenbyCITYtolenderrelatestoamonetarydefaultandCONCESSIONAIREhasnotcuredsuchmonetarydefaultwithin30daysafterlenderreceivesthenoticeandCONCESSIONAIRESfailuretocureresultsinCITYdesiringtoterminatethisAgreementCITYmayterminatethisAgreementpursuanttoArticle7ifsuchmonetarydefaultisnotcuredbyeitherCONCESSIONAIREorlenderwithinfortyfive45daysafterlenderreceivesthenoticeofdefault653TerminationforNonMonetaryDefaultIfthenoticeofdefaultgivenbyCITYtolenderrelatestoanonmonetarydefaultandCONCESSIONAIREhasnotcuredordiligentlypursuedcuringsuchnonmonetarydefaultwithinthirty30daysafterlenderreceivesthenoticeCITYshalltakenoactiontoterminatethisAgreementifaWithinsixty60daysafterCITYSnoticetolenderregardingCONCESSIONAIRESfailuretocureorfailuretodiligentlypursueacurelendernotifiesCITYofitsintenttorealizeuponitssecurityinterestandcommencesrealizationwithinsixty60daysthereafteranddiligentlypursuesrealizationandbLenderpaysCITYattimeofnotificationallmoniesorperformancesduethatmaybeindefaultuptothedaylendernotifiesCITYoflendersintentandfurtherpaysorperformsallconsiderationthataccruesduringtheperiodafterlendersonotifiesCITYandcompletessuchotherperformancesthatmayberequiredorcomedueunderthisAgreementCITYshallnotterminatethisAgreementbecauseofCONCESSIONAIRESbreachofanytermsofthisAgreementrelatingtothesolvencyofCONCESSIONAIREortheinstitutionofanybankruptcyinsolvencyreceivershiporrelatedactionbyoragainstCONCESSIONAIREaslongaslendercuresanydefaultunderthisAgreementbyCONCESSIONAIREasprovidedhereinexceptthatlendershallnotberequiredtocureanydefaultsrelatingtosolvencyofCONCESSIONAIRE66RighttoAssignLendershallhavetherighttoassignitsinterestintheCollateralUponthepurchasersassigneesortransfereesassumptionandagreementtoperformandbeboundbyallofthetermsofthisAgreementlendershallberelievedfromfurtherliabilityunderthisAgreementIfalenderfinancesthepurchaserassigneeortransfereesaidlendershallbesubjecttoallobligationsassetforthinthisAgreementAnysuccessorlendershallbeboundbythetermsandconditionsofthisAgreement67DispositionofInsuranceShouldtheCollateralsufferanylosswhichiscoveredbycasualtyinsuranceandtheinsuranceproceedsareusedtorestoreanyimprovementsmadebyCONCESSIONAIRECITYagreesthatCONCESSIONAIREandlendershallhavetherighttosuchproceedssolongasnoneofCITYSpropertyutilitiesorotherservicesthereinaredamagedorsuchdamagesarerepairedIntheeventtheCITYSlandissubstantiallydamagedandCONCESSIONAIRESimprovementshavebeenrepairedCITYshallonlyparticipateintheinsuranceproceedstotheextentnecessarytorepairandrestoreCITYSlandandanyofCITYSimprovementsonorinthegroundtothesameconditionthelandwasatthecommencementofthisAgreementorinthesameconditionatthetimeofthecasualtyOtherthanasdescribedhereinCITYshallhavenoclaimtoinsuranceproceedsthatareattributabletoCONCESSIONAIREsinterestintheCollateral14
6 7 Right to Participate in Litigation Lender shall have the right to participate in any
litigation arbitration or dispute directly affecting the Collateral or interest of
CONCESSIONAIRE or lender therein including without limitation any suit action arbitration
proceeding condemnation proceeding or insurance claim CITY upon instituting or receiving
notice of any such litigation arbitration or dispute will promptly notify lender of the same
6 8 Incorporation of Lender s Protection Provisions Lender shall be a beneficiary of all
rights of CONCESSIONAIRE herein including but not limited to the warranty indemnity hold
harmless choice of law and venue costs and attorney s fees as provided herein
6 9 Right to Remove Collateral In the event lender exercises its rights under its Collateral and
realizes upon the Collateral CITY agrees that lender is entitled to remove the Collateral
including but not limited to building facility furniture movable trade fixtures and equipment
from the Premises at any reasonable time and that the Collateral shall remain personal property
even though the trade fixtures may be affixed to or placed upon the Premises In the event lender
so realizes on its Collateral CITY waives any right title claim lien or interest in the Collateral
6 10 Notices All notices copies of notices consents or other communications to lender given
under this Agreement to lender must be in writing and shall be effective when received Such
communications shall be given in person to an officer of lender addressed to lender at an address
as provided by lender
ARTICLE 7 TERMINATION
7 1 Failure to Perform
7 1 1 Obligation to Perform Nothing herein shall imply any duty upon CITY to do any
work which under any provision of this concession CONCESSIONAIRE may be required to
perform and the performance thereof by CITY shall not constitute a waiver of
CONCESSIONAIRE s default CITY shall not in any event be liable for inconvenience
annoyance and disturbance in its activities in the PARK however shall not permit a loss of
business or other damage to CONCESSIONAIRE by reason of its actions pertaining to the
PARK
7 1 2 Payments to Other Parties Except as otherwise expressly provided hereunder all
obligations of the CONCESSIONAIRE under this Agreement will be performed by
CONCESSIONAIRE at CONCESSIONAIRE s sole cost and expense If CONCESSIONAIRE
fails to pay any sum of money owed to any party other than CITY for which
CONCESSIONAIRE is liable hereunder or if CONCESSIONAIRE fails to perform any other
act on its part to be performed hereunder and such failure continues for ten days after notice
thereofby CITY CITY may without waiving or releasing CONCESSIONAIRE from its
obligations make any such payment or perform any such other act to be made or performed by
CONCESSIONAIRE CONCESSIONAIRE shall pay CITY on demand all sums so paid by
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CITY and all necessary incidental costs together with interest thereon at the lesser of 112 percent
per month or the maximum rate permissible by law from the date of such payment by CITY
7 2 Default This Agreement and the concession granted herein may be terminated for default
as follows
7 2 1 CITY s Default CITY will not be in default unless CITY fails to perform an
obligation within thirty 30 days after notice by CONCESSIONAIRE which notice must
specify the alleged breach provided that if the nature of CITY s obligation is such that more
than thirty 30 days are reasonably required for cure then CITY will not be in default if CITY
commences to cure within thirty 30 days of CONCESSIONAIRE s notice and thereafter
diligently pursues completion and completes performance within a reasonable time
7 2 2 CONCESSIONAIRE s Default The occurrence of anyone or more of the
following events constitutes a default under this Agreement by CONCESSIONAIRE 1
CONCESSIONAIRE shall be in default of the performance of any covenants conditions or
provisions of this Agreement other than the covenants for the payment of consideration required
by this Agreement where such failure continues for a period of thirty 30 days after written
notice is given by CITY provided that if the nature of CONCESSIONAIRE s obligations is such
that more than thirty 30 days are reasonably required for cure CONCESSIONAIRE will not be
in default if CONCESSIONAIRE commences to cure within thirty 30 days of CITY s notice
and thereafter diligently pursues completion and completes performance within a reasonable
time or 2 CONCESSIONAIRE shall be adjudged bankrupt make a general assignment for the
benefit of creditors or take the benefit of any insolvency act or if a permanent receiver and
trustee in bankruptcy shall be appointed for CONCESSIONAIRE s estate and such appointment
is not vacated within thirty 30 days or 3 Premises become vacant or deserted for a period of
thirty 30 days or 4 if this Agreement shall be assigned or the Premises concessioned by
CONCESSIONAIRE other than in accordance with the terms of this AGREEMENT and such
default is not cured within twenty 20 days after written notice to CONCESSIONAIRE or 5
CONCESSIONAIRE shall fail to make any payment when due or fail to make any other
payment required hereunder when due when that failure is not cured within thirty 30 days after
mailing of written notice thereof by CITY or 6 CONCESSIONAIRE shall fail to comply with
the same concession term or covenant on three occasions during any 10 year term even if such
breach is cured within the applicable cure period The CITY s right to terminate pursuant to this
Article for failure of CONSCESSIONAIRE to cure a default is subject to the lender s right to
cure pursuant to Articles 6 52 and 6 5 3
7 2 3 Default for Other Cause This Agreement may be immediately terminated for
other cause by a party if the other party substantially fails to perform its obligations under this
Agreement through no fault of the terminating party and the non performing party does not
commence correction of the failure of performance within thirty 30 days of the terminating
party s sending notice to the non performing party
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7 3 Remedies Are Cumulative Remedies under this Agreement are cumulative the failure to
exercise on any occasion any right shall not operate to forfeit such remedy
74 Destruction of Premises Use of Insurance Proceeds Unless otherwise mutually agreed
by the PARTIES in the event the Premises are destroyed or injured by fire earthquake or other
casualty then CONCESSIONAIRE shall proceed to rebuild and restore the Premises or such
part thereof as may be injured as aforesaid In the event of any loss covered by the insurance
policies described and required pursuant to Article 8 5 1 herein unless this Agreement shall be
terminated as provided herein the proceeds of such insurance policies shall be used by
CONCESSIONAIRE first to rebuild and restore the Premises and replace the improvements
fixtures and equipment which may be damaged or destroyed by such casualty
7 5 Duties upon Termination Upon termination of this Agreement and unless otherwise
arranged CONCESSIONAIRE shall remove from the PARK all its personal property goods
and effects In the event that the CONCESSIONAIRE fails to perform this duty at termination
the CITY may cause such removal to be made and said personal property goods and effects to
be stored the cost and expense to be paid by the CONCESSIONAIRE It is mutually understood
and agreed that the real property constituting the Premises of this Agreement is the real property
of the CITY and that all improvements to said real property shall revert to the CITY at the
termination of this Agreement
7 6 Eminent Domain The following rules shall govern the rights and duties of the PARTIES in
the event of interference with the possession of the Premises by CONCESSIONAIRE by right of
eminent domain or private purchase in lieu thereof
7 6 1 Rights of Termination If the whole of the Premises shall be taken for any public
or quasi public use under any statute or by right of eminent domain or by private purchase in
lieu thereof then this Agreement shall automatically terminate as of the date that title shall be
taken Ifmore than twenty five percent 25 of the Premises shall be so taken and if the taking
renders the remainder thereof unusable for the purposes for which the Premises were
concessioned then CITY and CONCESSIONAIRE shall each have the right to terminate this
Agreement on thirty 30 days notice to the other given within ninety 90 days after the date of
such taking Provided however that if the CITY is exercising its rights of eminent domain a fair
value shall be placed on this Agreement and the Premises with the compensation thereof
awarded solely to CONCESSIONAIRE or lender pursuant to its security interest if any
7 6 2 Non Termination If any part of the Premises shall be so taken and this
Agreement is not terminated then the CITY shall at its own cost and expense restore the
remaining portion of the Premises to the extent necessary to render it reasonably suitable for the
purposes for which it was concessioned
7 6 3 Compensation The compensation awarded or paid upon such a total or partial
taking of the Premises and or this Agreement shall belong to and be apportioned between the
CITY and CONCESSIONAIRE in accordance with their respective interests as determined by a
17
court of competent jurisdiction Additionally CONCESSIONAIRE may prosecute any claim
directly against the condemning authority for the costs of removal of the goodwill stock trade
fixtures furniture and other personal property belonging to CONCESSIONAIRE CITY shall
have no claim to condemnation proceeds that are attributable to CONCESSIONAIRE s interest
in the Collateral nor shall lender gave any interest in CITY s condemnation proceeds if any
ARTICLE 8 GENERAL CONDITIONS
8 1 Relationship of PARTIES
8 1 1 CONCESSIONAIRE Independent Contractor Status The PARTIES intend
that an independent relationship shall be created by this Agreement Nothing contained herein
shall create the relationship of principal and agent or of partnership or of joint venture between
the parties hereto and neither the method of computation of consideration nor any other
provision contained herein shall be deemed to create any relationship between the parties hereto
other than the relationship of CITY as granting a ground and use concession to the
CONCESSIONAIRE CONCESSIONAIRE has the experience ability and resources to develop
and operate an indoor athletic facility and is performing independent functions and
responsibilities within its field of expertise CONCESSIONAIRE and its personnel are
independent contractors and not employees of the CITY No agent employee servant or
representative of the CONCESSIONAIRE shall be deemed to be an employee agent servant or
representative of the CITY CONCESSIONAIRE and its personnel have no authority to bind the
CITY or to control the CITY s employees As an independent contractor CONCESSIONAIRE
is responsible for its own management The CITY s administration and enforcement of this
Agreement shall not be deemed an exercise of managerial control over CONCESSIONAIRE or
its personnel
8 1 2 No Third Party Rights Created It is mutually understood and agreed that this
Agreement is solely for the benefit of the PARTIES hereto and gives no right to any other party
except as provided by Article 6 herein
8 1 3 No Joint Venture Partnership It is mutually understood and agreed that no joint
venture or partnership formed as a result of this Agreement
8 2 Notices Except as provided in Article 6 herein any notice required or permitted hereunder
must be in writing and will be effective upon the earlier of personal delivery or three days after
being mailed by certified mail return receipt requested addressed to CONCESSIONAIRE or to
CITY at the address for that party designated herein Either party may specify a different address
for notice purposes by written notice to the other except that CITY may in any event use the
Premises as CONCESSIONAIRE s address for notice purposes All notices shall be delivered to
the following addresses
18
CITY Address
City of Bremerton
Attn Director of Parks and Recreation
680 Lebo Boulevard
Bremerton WA 98310
CONCESSIONAIRE Address
Olympic Soccer Sports Center LLC
Attn Mr Dennis Michael Manager
P O Box 5047
Bremerton WA 98312 0466
8 3 Reports Information When requested by the CITY CONCESSIONAIRE shall furnish
periodic reports and documents on matters covered by this Agreement The reports and
documents shall be furnished in the time and form requested CONCESSIONAIRE shall
maintain accounting records in accordance with Generally Accepted Accounting Principles
GAAP
84 Permits Licenses Taxes Fees
84 1 Permits Licenses Other Documents The CONCESSIONAIRE shall possess
a current Bremerton Business License and shall obtain all regulatory licenses and permits
including all construction and building permits necessary to fulfill CONCESSIONAIRE s
obligations under this Agreement at CONCESSIONAIRE s sole expense Each party agrees to
execute such additional or other documents as may be required to fully implement the intent of
this Agreement
84 2 Taxes Fees As an independent contractor the CONCESSIONAIRE shall be
solely responsible for all taxes fees and charges incurred including but not limited to license
fees business and occupation taxes workers compensation and unemployment benefits all
federal state regional county and local taxes and fees including leasehold excise tax pursuant
Chapter 8229A RCW ad valorem taxes taxes imposed on personal property all other
assessments for improvements or benefits which are assessed on the Premises income taxes
property taxes permit fees operating fees surcharges of any kind that apply to any and all
persons facilities property income equipment materials supplies or activities related to the
CONCESSIONAIRE s obligations under this Agreement The parties acknowledge that for the
purpose of real estate taxes the use of the Premises is limited to those uses identified in Article
4 1 1
8 5 Insurance
8 5 1 Fire Earthquake Casualty Insurance The CONCESSIONAIRE agrees that
at all times during the full term of this Agreement and at its own expense CONCESSIONAIRE
shall at its sole cost and expense maintain in full force and effect adequate fire earthquake and
other casualty coverage covering the Premises and its contents including all personal property
fixtures improvements Such policy shall include a replacement cost endorsement
CONCESSIONAIRE will shall obtain and file with the CITY s Risk Manager a Certificate of
Insurance evidencing such coverage All such insurance coverage shall include a ten day
cancellation notice to CONCESSIONAIRE and the CITY Adequacy of coverage is defined as
insurance sufficient to restore the Premises to its pre casualty condition
19
8 5 2 Liability Insurance Prior to the commencement date of this Agreement
CONCESSIONAIRE at its own expense shall obtain and file with the CITY s Risk Manager a
Certificate of Insurance evidencing general comprehensive liability insurance coverage CGL
providing coverage of at least 1 000 000 per occurrence for bodily injury and 500 000 per
occurrence for property damage This Certificate of Insurance shall be subject to approval by the
CITY s Risk Manager as to company terms and coverage and said approval shall not be
unreasonably withheld The CGL shall name the CITY as an additional insured and must fully
protect the CITY from any and all claims and risks and losses in connection with any activities
or omissions by the CONCESSIONAIRE by virtue of this Agreement The CGL policy shall
remain in full force and effect at the CONCESSIONAIRE s sole expense for liability for
property damage or personal injury that may occur in connection with activities or omissions by
the CONCESSIONAIRE and provide coverage for the full term of this Agreement
CONCESSIONAIRE shall insure that the CITY s Risk Manager is given thirty calendar days
prior written notice by certified mail of any cancellation lapse reduction or modification of
such insurance
8 5 3 Release and Waiver of Subrogation Any policy of insurance carried by either
CITY or CONCESSIONAIRE pursuant to any obligation under this Agreement shall to the
extent available contain a waiver of subrogation clause on the part of the insurer Such waiver
shall apply to damages to adjacent property Notwithstanding any other provision of this
Agreement neither CITY nor CONCESSIONAIRE shall be liable to the other party or to any
insurance company by subrogation or otherwise insuring the other party for any loss or damage
to any building structure or tangible personal property of the other occurring in or about the
Premises or PARK even though such loss or damage might have been occasioned by the
negligence of such party its agents or employees if such loss or damage is covered by insurance
issued by an insurance carrier authorized or licensed by the Insurance Commissioner of the State
of Washington to issue lines of insurance benefiting the party suffering such loss or damage or
was required under the terms of this Agreement to be covered by insurance by the party covering
the loss
8 6 Hold Harmless Indemnification Industrial Insurance
8 6 1 Hold Harmless Indemnification Each party hereto agrees to be responsible
and assumes liability for its own wrongful or negligent acts or omissions or those of its officers
agents or employees to the fullest extent required by law Each party agrees to save indemnify
defend or hold the other party harmless against all liability loss damages and expenses
including costs and attorney s fees resulting from actions claims and lawsuits arising or alleged
to have arisen in whole or in part out of or in consequence of the acts or failures to act of the
other party its employees its subcontractors its agents or its assigns which arise in any way
out of the performance of this Agreement In the case of negligence of both the CITY and the
CONCESSIONAIRE any damages allowed shall be levied in proportion to the percentage of
negligence attributable to each party and each party shall have the right to seek contribution
from the other party in proportion to the percentage of negligence attributable to the other party
20
8 6 2 Industrial Insurance The PARTIES have specifically negotiated
CONCESSIONAIRE s waiver of its immunity under Title 51 RCW which is hereby waived for
purposes of CONCESSIONAIRE s indemnification and hold harmless of the CITY including
the duty to defend This provision shall be inapplicable to the extent such action claim or
lawsuit is judicially found to arise solely from the acts or failures to act of the CITY
8 7 Successors Assigns The CITY and CONCESSIONAIRE each agree to be bound to the
other party in respect to all covenants agreements and obligations contained in this contract
Except as provided in Article 6 herein neither party shall assign the contract in part or as a
whole without the written consent of the other Except as provided in Article 6 herein the
CONCESSIONAIRE shall not subcontract any of the Premises services facilities or equipment
or delegate any of its duties under this Agreement without the prior written approval of the
CITY The CITY acknowledges that the CONCESSIONAIRE shall be authorized to sub
concession areas within the Premises to food and beverage purveyors equipment sales and
similar supporting concessions When requested approval by the CITY of a subcontract or
assignment shall not be unreasonably withheld In the event of an assignment subcontracting or
delegation of duties the CONCESSIONAIRE shall remain responsible for the full and faithful
performance of this Agreement and the assignee subcontractor or other obligor shall also
become responsible to the CITY for the satisfactory performance of the services facilities or
equipment assumed The CITY may condition approval upon the delivery by the assignee
subcontractor or other obligor of its covenant to the CITY to fully and faithfully complete the
requirements or responsibility undertaken under this Agreement Notwithstanding the foregoing
provided CONCESSIONAIRE is not in default the CONCESSIONAIRE may assign its interest
in this Agreement without seeking CITY s consent to a parent or subsidiary Except as otherwise
provided herein all of the covenants conditions and provisions of this Agreement are binding
upon and inure to the benefit of the PARTIES and their respective heirs personal
representatives successors and assigns
8 8 Bankruptcy Except as provided in Article 6 herein PARTIES agree that if the
CONCESSIONAIRE is adjudged bankrupt either voluntarily or involuntarily then this
AGREEMENT at the option of the CITY may be terminated effective on the day and at the
time the bankruptcy petition is filed
8 9 Compliance with Laws The CONCESSIONAIRE its officers employees and agents shall
comply with applicable federal state county and local laws statutes rules regulations and
ordinances in performing its obligations under this Agreement Such compliance shall include
abiding by all applicable federal state and local policies to ensure equal employment opportunity
based on ability and fitness to all persons regardless of race creed color national origin
religion sex physical handicaps or age The CONCESSIONAIRE shall comply with applicable
laws pertaining to employment practices and employee treatment Conditions of the Federal
Occupational Safety and Health Act of 1970 OSHA the Washington Industrial Safety and
Health Act of 1973 WISHA and standards and regulations issued under these Acts must be
complied with The CONCESSIONAIRE agrees to indemnify and hold harmless the City from
21
all damages assessed for the CONCESSIONAIRE s failure to comply with the Acts and
Standards issued thereunder The CONCESSIONAIRE is also responsible for meeting all
pertinent local state and federal health and environmental regulations and standards applying to
any operation in the performance of this Agreement
8 10 Nondiscrimination PARTIES shall not discriminate in employment or services to the
public on the basis of race color national origin sex religion age marital status or disability
except for employment actions based on bona fide occupational qualification
8 11 Choice of Law Venue This Agreement shall be interpreted according to the laws ofthe
State of Washington Any judicial action to resolve disputes arising out of this Agreement shall
be brought in Kitsap County Superior Court
8 12 Costs Attorneys Fees In any action brought to enforce any provision of this
Agreement including actions to recover sums due or for the breach of any covenant or condition
of this Agreement or for the restitution of the Premises to the CITY or eviction of the
CONCESSIONAIRE during the term or after expiration thereof the substantially prevailing
party shall be entitled to recover from the other party all reasonable costs and reasonable
attorney s fees incurred including the fees of accountants appraisers and other professionals at
trial or on appeal and without resort to suit
8 13 Modification This Agreement may only be modified by written instrument signed by both
PARTIES
8 14 Change in LawlRenegotiation The PARTIES agree that changes in federal state or local
laws or regulations that materially modify the terms and conditions of the Agreement and result
in a detrimental change in circumstances or a material hardship for either party in performing
this Agreement may be the subject of a request by a requesting party to renegotiate this
Agreement or negotiate Agreement amendments and the responding party agrees to renegotiate
fairly with the requesting party
8 15 Force Majeure Provided that all other requirements ofthis Agreement are met any party
shall not be deemed to be in default and shall not be liable for failure to perform under this
Agreement if that party s performance is prevented or delayed by acts of God including
landslides lightning forest fires storms floods freezing and earthquakes civil disturbances
acts of the public enemy wars blockades public riots breakage explosions accident to
machinery equipment or materials unavailability of required materials governmental restraint
or other causes whether ofthe kind enumerated or otherwise which are not reasonably within
the control ofthat obligated party Force Majeure If as a result of a Force Majeure event an
obligated party is unable wholly or partially to meet its obligations under this Agreement it shall
give the other party promptly written notice of the Force Maj eure event describing it in
reasonable detail The obligated party s obligations under this Agreement shall be suspended but
only with respect to the particular component of obligations affected by the Force Majeure and
only for the period during which the Force Majeure exists
22
8 16 Waiver Failure to enforce any provision of this Agreement shall not be deemed a waiver
of that provision No waiver of any right or obligation of either party hereto shall be effective
unless in writing specifying such waiver executed by the party against whom such waiver is
sought to be enforced Waiver of any right or power arising out ofthis Agreement shall not be
deemed waiver of any other right or power
8 17 Illegal Provisions Severability Should any part of this Agreement be found void
illegal or unenforceable the balance of the Agreement shall remain in full force and effect
8 18 Article Headings Gender Number Article paragraph headings are not to be construed
as binding provisions of this concession they are for the convenience of the PARTIES only The
masculine feminine singular and plural of any word or words shall be deemed to include and
refer to the gender and number appropriate in the context
8 19 Entire Agreement This Agreement and its Exhibits constitutes the entire agreement
between the PARTIES and the PARTIES acknowledge that there are no other agreements
written or oral that have not been set forth in the text of this Agreement
8 20 Counterparts This Agreement may be executed simultaneously in two or more
counterparts each of which shall be deemed an original but all of which together shall constitute
one and the same instrument
8 21 Recording Following execution of this Agreement the CITY will cause a Memorandum of
Concession Agreement to be recorded with the land use records of Kit sap County Washington
A copy of the Memorandum of Concession Agreement is attached hereto as Exhibit D
IN WITNESS WHEREOF this Agreement has been entered into between the City of
BGmerton and Olympic Soccer Sports Center LLC as ofthe day of
l her 2006
OLYMPIC SOCCER SPORTS CENTER LLC
a Washington limited liability company
By
DennIS Michael Manager
23
ST ATE OF WASHINGTON
ss
COUNTY OF KITSAP
On thi day of CJek b r 2006 before me personally appeared
V nIS M ll nf1e I to me known to be the MonaaQ Y of OLYMPIC
SOCCER SPORTS CENTER LLC a Washington limited habIhty company that executed
the within and foregoing instrument and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein mentioned and on
oath stated that he was authorized to execute and in fact executed said instrument on behalf of
the corporation
bL DA4 Ur
GIven U1d officIal seal thls0OI J day of 2006
SSION t I
O TA TypelPrint Na1iWc tL
Notary Public in and for the
fl UBL
i
State of Washington residing at
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j 2 7 J 0 My Commission expires 2 J JII0lOFWASl
CITY OF BREMItRTON
a Washington muniCiP CO
BY
Cary Bozeman Mayor
APPROVED AS TO FORM
Roger A Lubovich City Attorne
ATTEST
24
STATE OF WASHINGTON
ss
COUNTY OF KlTSAP
I certify that I know or have satisfactory evidence that CARY BOZEMAN is the person who
appeared before me and acknowledged that he signed this instrument on oath stated that he was
authorized to execute the instrument and acknowledged it as the Mayor of the CITY OF
BREMERTON to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument
Given
under
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@o 0 SSION 0
0 TypelP nnt Name v1J
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003 27 o o
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OF WASyI
LIST OF EX if
Exhibit A Legal Description of Premises
Exhibit B Preliminary Building and Site Plans
Exhibit C Appraisal and Compensation Information
Exhibit D Memorandum of Concession Agreement
R Legal LegalFiles Current Active Files Olympic SoccerAmendment No 1 Fina1 doc
25
EXHIBIT A
Legal Description for Soccer Concession at Pendergast Park
A portion ofthe Northeast quarter ofthe Southwest quarter Section 21 Township 24 North
Range 1 East Williamette Meridian which is more particularly described as follows
Beginning at the East quarter comer of said Section 21 thence along the East West
centerline of said Section 21 N 88050 50 W 5316 00 feet to the West quarter comer of
said Section 21 thence S 65016 01 E 212547 feet to an existing comer of the building for
Olympic Sports and Soccer Center also being the True Point of Beginning thence along
said building N 89018 55 E 10042 feet thence S 0048 13 E 44 56 feet thence N
89011 47 E 54 86 feet thence S 0049 09 E 113 85 feet thence S 89017 18 W 54 89
feet thence S 0015 19 E 52 06 feet thence leaving said building S 0015 19 E 14 62 feet
thence S 89014 46 W 199 87 feet thence N 0046 54 W 200 00 feet thence N 89018 55
E 100 00 feet to the said building for Olympic Sports and Soccer Center thence along said
building N 0046 54 W 2524 feet to the True Point of Beginning
Together with and subject to a 15 foot maintenance and access buffer adjacent to and
abutting above described concession
Together with ingress and egress to and from the public right of way Union Avenue
over and upon the City parks properties and roadway to the above described concession
Said ingress and egress shall terminate with said concession
Said concession area to constitute 48 829 square feet and with said maintenance and
access buffer 64 157 square feet
OLYMPIC SOCCER EXPANSION
A PORTION OF SECTION 21 TOWNSHIP 24 NORTH RANGE 1 EAST W M
BREMERTON WASHINGTON
GRADING DRAINAGE AND SANITARY SEWER AND TESC PLAN
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EXHIBIT C
Valoe and Compensation
CESSIID SI
June 2001 concession site area
Addition to concession site area
Total Concession Site Area
30 000 square feet
20 000 square feet
50 000 square feet
June 2001 value for 30 000 square feet
0 138 per sq ft x 30 000
Determining new concession value
1 0 20 per sq ft for the June 2001 concession site
area and proposed addition 50 000 sq ft
0 20 per sq ft x 50 000 10 000 00
2 Add 2 000 00 for outdoor lighting and parking
3 Add 9 000 for field use 150 hours x 60 Ihr
Total Concession Valoe 21 000 00
1 qiERil I J jSW1jj
150 hours of field time valued at 60 per hour 9 000
Concession value 21 000 minus field time 9 000 12 000 per year monetary
compensation
Return Address Attn City Clerk
City ofBremerton
345 6TH Street Suite 600
Bremerton WA 98337
I I 111111I11111 lllIlllil 111I1 J JQ 4
t3J IJ Kltsap Co IA
AUDITORRECORDER S INDEXING FORM
Document Title s 1 Mtmorandum of First Amended Concession Agreement
Reference Number s of Documents assign ed or released Amends and Replaces 200108170289
Grantor s 1 City of Bremerton City
D Additional names on page of document
Grantee s 1 Olympic Soccer Sports Center LLC Concessionaire
D Additional names on page of document
Legal Description Ptn NE SW S21 T24N R1E W M Kitsap County W A
abbreviated
o Additional legal is on page Exhibit A of document
Assessor s Property Tax ParcelAccount Number 212501 3 005 2001
MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT
This Memorandum of First Amended Concession Agreement is entered into on the date
fully executed below by and between the City ofBremerton a Washington municipal corporation
hereinafter referred to as City and Olympic Soccer Sports Center LLC a Washington
limited liability company hereinafter referred to as Concessionaire
1 Qity and Concessionaire entered into a First Amended Concession Agreement
Between the City ofBremerton and Olympic Soccer Sports Center LLC the Agreement on
th day of Jt 10 be V 2006 for the purpose of constructing operating and
maintaining an indoor athletic facility and other improvements The First Amended Concession
Agreement amends and replaces that certain Concession Agreement recorded on August 17 2001
in the records of Kitsap County under Auditor s File No 200108170289 and is for a term of
fifteen 15 years commencing June 1 2001 with three 3 successive ten 10 year options to
renew as specified in the Agreement All of the foregoing are set forth in the Agreement
MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT 1
2 The property which is the subject ofthe Agreement is legally described in Exhibit
A attached hereto and incorporated by reference
IN WITNESS WHEREOF the parties have executed this Memorandum of First Amended
Concession Agreement as of the day and year first above written
BY
Print Name Cary Bozeman
Its Mayor
DATE OCj36 I
2 1 a
CONCESSIONAIRE
OL YMPIC SOCCER SPORTS
CENTER LLC
CITY
CITY OF BREMERTON
By Lv Ik w9
Print Name Dennis Michael
Its Manager
DATE cc c be 3J j ZCofo
STATE OF WASHINGTON
ss
COUNTY OF KITSAP
I hereby certify that I know or have satisfactory evidence that Cary Bozeman is the person
who appeared before me and said person acknowledged that he signed this instrument on oath
stated that he is authorized to execute the instrument on behalf of the City of Bremerton as its
Mayor and such execution to be the free and voluntary act of such party for the uses and purposes
mentioned in the foregoing instrument
Notary Seal Must Appear Within This Box
CI I
IN WITNESS WHEREOF I have hereunto set my hand and official seal thi day of
L m iaJA 2006
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SO NOTARY PUBLIC in and for the State
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My appointment expires
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MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT 2
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BREMER TON CITY OF t 1A
200612130124
Pctge 2 of 4
12 13 2006 01 15P
Kitsctp Co JA35OEl
STATE OF WASHINGTON
ss
COUNTY OF KITSAP
I hereby certify that I know or have satisfactory evidence that Dennis Michael is the person
who appeared before me and said person acknowledged that he signed this instrument on oath
stated that he is authorized to execute the instrument on behalf of the Olympic Soccer Sports
Center LLC as its Manager and such execution to be the free and voluntary act of such party for the
uses and purposes mentioned in the foregoing instrument
Notary Seal Must Appear Within This Box
IN WITNESS WHEREOF I have hereunto set my han d official seal this day of
r 2006 f I
J A V VJ Y
o
lSi J V 0
SSIONq Ire MQ 0v1PyV
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1 NOTARY PUBLIC in and for the St t
WjofWashingtonresidingattflWYA
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0 21 0
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200612130124
F age 3 of 4
12 13 2006 01 15F
U tsap Co flABREt1ERTONCITYOFf3500
MEMORANDUM OF FIRST AMENDED CONCESSION AGREEMENT 3
EXHIBIT A
Legal Description for Soccer Concession at Pendergast Park
A portion of the Northeast quarter ofthe Southwest quarter Section 21 Township 24 North
Range 1 East Williamette Meridian which is more particularly described as follows
Beginning at the East quarter comer of said Section 21 thence along the East West
centerline of said Section 21 N 88050 50 W 5316 00 feet to the West quarter comer of
said Section 21 thence S 65016 01 E 212547 feet to an existing comer of the building for
Olympic Sports and Soccer Center also being the True Point of Beginning thence along
said building N 89018 55 E 10042 feet thence S 0048 13 E 44 56 feet thence N
89on 4TE 54 86 feet thence S 0049 09 E 113 85 feet thence S 89017 18 W 54 89
feet thence S 0015 19 E 52 06 feet thence leaving said building S 0015 19 E 14 62 feet
thence S 89014 46 W 199 87 feet thence N 0046 54 W 200 00 feet thence N 89018 55
E 100 00 feet to the said building for Olympic Sports and Soccer Center thence along said
building N 0046 54 W 2524 feet to the True Point of Beginning
Together with and subject to a 15 foot maintenance and access buffer adjacent to and
abutting above described concession
Together with ingress and egress to and from the public right of way Union Avenue
over and upon the City parks properties and roadway to the above described concession
Said ingress and egress shall terminate with said concession
Said concession area to constitute 48 829 square feet and with said maintenance and
access buffer 64 157 square feet
Ar
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February 23, 2022
To: Bremerton City Council and Mayor Greg Wheeler
RE: Advisory Report on Request to Amend the Concession Agreement with Olympic Soccer & Sports
Center, LLC
Per the procedures contained within “The Ordinance Providing Protection for Bremerton’s Parks, Play
Fields, Open Spaces and Recreation Facilities” (BMC 13.12), the Bremerton Parks and Recreation
Commission is pleased to present this Advisory Report on the proposed assignment and renewal option
extension to the Concession Agreement with Olympic Soccer and Sports Center, LLC.
The Parks and Recreation Commission has reviewed the proposal and believe that it is in the best interest
of the City and the Parks and Recreation Department to recommend approval of the request to assign the
concession agreement to Bremerton Sports Center and add one 10-year renewal option to the current
concession agreement.
In its review, the Commission considered this proposal at its regularly scheduled Commission meeting:
February 22, 2022 Parks & Recreation Commission public meeting.
A motion was made and approved unanimously to recommend City Council approve the Second
Amendment to the Concession Agreement between City of Bremerton and Olympic Soccer & Sports
Center, LLC adding an additional 10-year renewal option and assigning the concession agreement to
Bremerton Sports Center.
If you have any questions, the Commission is available.
____________________________
Benjamin Burnette, Chair
680 LEBO B OULEVARD • BREMERTON, WA 98310-5841
TEL: 360.473.5305, FAX: 360.473.5882 • www.ci.bremerton.wa.us
BREMERTON PARKS AND RECREATION COMMISSION
COUNCIL DISTRICT 2
DENISE FREY
COUNCIL DISTRICT 5
MICHAEL GOODNOW