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Home My WebLink About1 - Original Submission_ Contract Modification (Presidio legal 2.28.22) finalPage 1 of 4 Contract Modification: PSA Presidio Networked Solutions Group, LLC Rev. 09/2021 CONTRACT MODIFICATION No. 1 to AGREEMENT NO. 6352 BETWEEN THE CITY OF BREMERTON AND PRESIDIO NETWORKED SOLUTIONS GROUP, LLC PROJECT: City of Bremerton Wastewater Treatment Plant Cisco Equipment purchase and SCADA system upgrades CONSULTANT: Presidio Networked Solutions Group, LLC DATE THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS AGREEMENT No. 6352 (the "Contract") entered into between the City of Bremerton and Presidio Networked Solutions Group, LLC on February 18, 2022. 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: Exhibit A as attached in the original agreement is updated with a replacement of the document titled, “Presidio Service Request: Bucket of Hours – Switching”. The entirety of Exhibit A is replaced and attached hereto as Exhibit A Modified. Section II. Term , is modified as follows: The Consultant shall complete the work described in this Contract Modification Agreement: The City and the Contractor agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A will be completed by an estimated date of July 1, 2022. Section III.Compensation , is modified as follows: No change Section V.Indemnification , is removed in its entirety and replaced with the following: A.Contractor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all third party claims, injuries, damages,losses or suits, including all legal costs and attorney fees, arising out of or inconnection with the Contractor’s negligent, or alleged negligent, performance of thisAgreement except for that portion of the injuries and damages to the extent caused by the sole negligence of the City, unless Contractor is conducting work pursuant to Subsection B below. Contractor’s obligations provided in this Section are contingentupon the City providing Contractor with: i) written notice of the claim as soon as theCit first becomes aware of the claim; ii) complete control of the defense of and the right DocuSign Envelope ID: 571F4DB8-3083-4012-A216-DE99F38591C8 Page 2 of 4 Contract Modification: PSA Presidio Networked Solutions Group, LLC Rev. 09/2021 to settle such claim; iii) all available information, assistance and cooperation to enable Contractor to defend or settle such claim, at Contractor’s expense. 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 PerformingServices Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Contractor’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 Contractor and the City, its officers, officials, employees, agents and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY 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. Section X. Termination , is removed in its entirety and replaced with the following: 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 upon prior written notice. 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 Contractor shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A.Excusable Delays: Intentionally omitted. B.Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Contractor to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Contractor's possession pertaining to this project which may be used by the City DocuSign Envelope ID: 571F4DB8-3083-4012-A216-DE99F38591C8 Page 3 of 4 Contract Modification: PSA Presidio Networked Solutions Group, LLC Rev. 09/2021 without restriction. Any such use not related to the project which Contractor was contracted to perform shall be without liability or legal exposure to the Contractor. New Section XII. Warranty_____, is added to the agreement as follows: Presidio makes no warranties, express or implied, and specifically disclaims any warranty of merchantability, fitness for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealings or course of performance. New Section XIII. Limit of Liability , is added to the agreement as follows: In no event shall contractor be liable for any indirect, incidental special, exemplary, punitive, or consequential damages, or damages for loss of profits, revenue, data or use, incurred by City or any third party, whether in action in contract, tort, statutory or otherwise (any legal theory), even if the other party or any other person has been advised of the possibility of such damages. Except for contractor’s gross negligence or willful misconduct, contractor’s entire liability and City’s exclusive remedy for damages from misrepresentation, and regardless of the form of actions, shall be limited to the corresponding amounts listed on the applicable scope of work. 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. 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. DocuSign Envelope ID: 571F4DB8-3083-4012-A216-DE99F38591C8 Page 4 of 4 Contract Modification: PSA Presidio Networked Solutions Group, LLC Rev. 09/2021 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 By: Print Name: Its: Date: APPROVED AS TO FORM: By: KYLIE J. FINNELL, Bremerton City Attorney NOTICES TO BE SENT TO: THE CITY OF BREMERTON By: Print Name: Its: Date: ATTEST: By: ANGELA HOOVER, City Clerk NOTICES TO BE SENT TO: ____________________________________________________________________________________________________________________________________________ ____________________________ R:\Legal\Legal\Forms\FORMS ON COBWEB\Contract Modification Rev. 09 2021.docx DocuSign Envelope ID: 571F4DB8-3083-4012-A216-DE99F38591C8 3/9/2022 Steve Walter Manager Professional Services 3/10/2022 Greg Wheeler Mayor 3/10/2022