Loading...
HomeMy WebLinkAbout6686 DocuSign Envelope ID:9E8E2CC1-FE03-41AC-9AE6-2F5B98EC1484 PROFESSIONAL SERVICES AGREEMENT [DOWNTOWN BREMERTON ASSOCIATION—MAINSTREET AMERICA PROGRAM FUNDING] The City of Bremerton ("City") and The Downtown Bremerton Association or ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: L Scope: DOWNTOWN BREMERTON ASSOCIATION shall provide the operations of the Mainstreet America Program for the benefit of the City of Bremerton. The Mainstreet America Program Funding description of services, attached hereto as Exhibit A, sets forth the scope of services of their agreement. The City's role in this Agreement is only funding of expenses up to the compensation amount. IL Term: The City and the DOWNTOWN BREMERTON ASSOCIATION 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 by December 31, 2024, that additional time shall be granted by the City for excusable delays or extra work as provided for in Section IX.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement,the City shall pay DOWNTOWN BREMERTON ASSOCIATION in an amount not to exceed sixty- eight thousand dollars and zero cents ($68,000). DOWNTOWN BREMERTON ASSOCIATION shall submit an invoice supported by board approved budget statements and a description of the line item expense detailing the services for which DOWNTOWN BREMERTON ASSOCIATION has contracted and the amount paid for DOWNTOWN BREMERTON ASSOCIATION by members for Mainstreet America activities during the program year of 2023. Upon receipt of a conforming billing statement, the City shall promptly process payment. If a billing statement does not conform to this Agreement,the City may withhold payment until the statement is brought into compliance. DOWNTOWN BREMERTON ASSOCIATION shall not be reimbursed for work beyond the scope of this Agreement, unless the Scope is modified pursuant to section VI herein. 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 DOWNTOWN BREMERTON ASSOCIATION of its obligations under this Agreement. IV. Relationship of Parties: DOWNTOWN BREMERTON ASSOCIATION 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. DOWNTOWN BREMERTON ASSOCIATION and its personnel are independent entities and not employees of the City. DOWNTOWN BREMERTON ASSOCIATION 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 Page 1 of 8 Bremerton/[Downtown Bremerton Association] [Mainstreet Program] Rev. 09/2021 DocuSign Envelope ID:9E8E2CC1-FE03-41AC-9AE6-2F5B98EC1484 DOWNTOWN BREMERTON ASSOCIATION. DOWNTOWN BREMERTON ASSOCIATION will be solely and entirely responsible for its acts and for the acts of DOWNTOWN BREMERTON ASSOCIATION's agents, employees, representatives and sub- contractors during the performance of this Agreement. The City may, during the term of this Agreement, engage other contractors independent of the DOWNTOWN BREMERTON ASSOCIATION to perform the same or similar work. As an independent entity, DOWNTOWN BREMERTON ASSOCIATION 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 DOWNTOWN BREMERTON ASSOCIATION or its personnel. As an independent entity, DOWNTOWN BREMERTON ASSOCIATION 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 DOWNTOWN BREMERTON ASSOCIATION. V. Indenmification: 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. Page 2 of 8 Bremerton/[Downtown Bremerton Association] [Mainstreet Program] Rev. 09/2021 DocuSign Envelope ID:9E8E2CC1-FE03-41AC-9AE6-2F5B98EC1484 The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-contractors. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. 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 2. Director's and Officer's Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and Any payment of deductible or self-insured retention shall be the sole responsibility of the Consultant. If required policies cannot be provided on a "occurrence" basis, "claims-made" basis is acceptable, with"evidence of availability" and"agreement to purchase" an extended-reporting period or "tail" coverage for a three-year period after completion of the service, upon approval from the City. 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. DBA'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. if required policies cannot be provided on a "occurrence" basis, "claims-made" basis is acceptable, with "evidence of availability" and "agreement to purchase" an extended-reporting period or "tail" coverage for a three-year period after completion of the service, upon approval from the City. Page 3 of 8 Bremerton/[Downtown Bremerton Association] [Mainstreet Program] Rev. 09/2021 DocuSign Envelope ID:9E8E2CC1-FE03-41AC-9AE6-2F5B98EC1484 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 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 office in Bremerton, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service Page 4 of 8 Bremerton/[Downtown Bremerton Association] [Mainstreet Program] Rev. 09/2021 DocuSign Envelope ID:9E8E2CC1-FE03-41AC-9AE6-2F5B98EC1484 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. C. Use of Photographs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials,tools, or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Bremerton, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. L 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: Contracts Administrator Attn: Executive Di rector City of Bremerton Downtown Bremerton Association 345 6t' Street, Suite 100 PO Box 245 Bremerton, WA 98337-1891 Bremerton, WA 98337 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. Page 5 of 8 Bremerton/[Downtown Bremerton Association] [Mainstreet Program] Rev. 09/2021 DocuSign Envelope ID:9E8E2CC1-FE03-41AC-9AE6-2F5B98EC1484 K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. 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. Page 6 of 8 Bremerton/[Downtown Bremerton Association] [Mainstreet Program] Rev. 09/2021 DocuSign Envelope ID:9E8E2CC1-FE03-41AC-9AE6-2F5B98EC1484 A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1)any acts of the federal government in controlling,restricting,or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten(10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. XI. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any Federal department or agency. Consultant shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Consultant enter into a covered transaction with another firm, Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: CONSULTANT: CITY OF BREMERTON DOWNTOWN BREMERTON ASSOCIATION DocuSigned by: DocuSigned by: By: � BY • BAF46095E8E7G713 e g wheeler 3AAB@'E-L'9'6-DA47 ... Print Name: Print Name: Samantha Enl ow Its: Mayor Its: President Date: 5/3/2024 Date: 5/3/2024 APPRO�Ep §:TO FORM: ATTEST: ocu ign4 y DocuSigned by: B 6414441 61116t" By: /14(14 °-66WW Y 5LAC13b Jb 1 B046'2... 24EL7SEME -rF... Kylie J. Finnell, Bremerton City Attorney Angela Hoover, City Clerk Page 7 of 8 Bremerton/[Downtown Bremerton Association] [Mainstreet Program] Rev. 09/2021 DocuSign Envelope ID:9E8E2CC1-FE03-41AC-9AE6-2F5B98EC1484 EXHIBIT A: DESCRIPTION OF SERVICES The Downtown Bremerton Association will use the Mainstreet Program funding to pay its Executive Director to implement on-going City of Bremerton marketing programs in support of Bremerton's Small Businesses. Page 8 of 8 Bremerton/[Downtown Bremerton Association] [Mainstreet Program] Rev. 09/2021 DocuSign Envelope ID:9E8E2CC1-FE03-41 AC-9AE6-2F5B98EC1484 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNVVV) ACORO" 2M2/2024 THIS CERTIFICATE IS ISSUED AS AMATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIvELY Au1END,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTEA CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRO DUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAJVED,subject to the terms and conditions of the policy,certain policies may require m endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME TAPCO-ILL(5576) PHONE(NC No.EA): FAX(NC No): PO Box 286 EMAIL ADDRESS: Burlington,NC 27216 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A Mount Vernon Fire Insurance Company 26522 DOWNTOWN BREMERTON ASSOCIATION INSURE B: PO BOX 245 INSURER C: BREMERTON,WA 98337 INSURER D: INSURE R E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIRBuIENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCEAFFORDED BY THEPOLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS R A Ott SUER POLICY EfF POLICY C)CP LTR TYPE OF INSURA ICE INSR ` JO POLICY NUMB ER (1JMAIOAYVY) (1JMAIOAYVY) LIMITS G ENERAL LWElLI1Y COMMERCIAL GENEPRL LIABILITY ELII EAC'�tHpGOCCUJRiEN m=CE SIpm X I18P2556854 06/30/2023 06/30/2024 PRSESTp(41S10 e) $Ioopm CLAIMS-MADE El OCCUR MED EXP(Ary01e pe tor) $6pm A P ERSONAL d ADV INJURY GENERAL AGO NEGATE spm MO G EN'L AGO REGRTE LIMITAPPLIES PER: P PO DUCTSCOLIPAP AGO POLICY I JEL`T I LOc A UTOMOBILIE LIABILITY C(Qg11aSSIIREDDSINGLE LIMIT $ _ ANY AUTO BODILY IIINJURY(Perpersoi) $ RLL DIVINED MULED BODILY INJURYTy (Peracctlel4$ HIRED ADIOS �l LNNEU Ni aerieILOE UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LAB CLAWS-MADE AGGREGATE DED I_I RETENTIONS S '•AORK ER S COUPE US AS ON it IIn RYLIII pSrp��A oar AND EMPLOYERS'LIABILITY YIN ANY PROP RIE ORlPARTNERIZXBCUTME❑ NIA E.L.EACH ACCIDENT $ QFX^ICgXEbP(9II.49AR EXCLUDED? E.L.DISEASE-EA EMPLOYEE$ 11:11gOirdfItl blegPERATIONSDebW E.L.DSEASE-POLCY LIMIT $ Non Profit Directors&Officers DLO Ea.C3m SIPmmo A t4BP2556854 06/30/2023 06/30/2024 EPL Ea.cam SIPCO= DPAltPLSIaredAggieg a $lpmpm D ESC RIPTON OF OPERATIONS/LOCATO NS NEHCLES(See al MaA[oN10i Dr a0410131IBDIII(r Lin It) Noe-P ro1R Lblageme ItL Igf.Cry or it me rbi are lamed as aadllblal Its Ueds Nn respect tl ge It laI MIME. $a MOUPI oT$lDng3tO(5l3tei o1 baISRI of rg ltt of RCWt rragalittot ea b Es). Its t Bltr3grttdtlal3t It12Ao,slallbe laved of a plug aidloicoltbibrycats.B PAS NPP 06M0B Nae a:mo1a11151Rd Eldolsemett spartofbl pobr. tliTIF!LATE HOLDEN CANCELLATION City of Bremerton SID ULD ANY OF THE ABOVE DESCRIBED POLCIES BE CANCELLED BEFORE THE 345 6th St EXPIRATON DATE THEREOF,NOTCEINILL B E DELIVERED IN ACCORDANCE WITH THE Bremerton,WA 98337 POLICY PROV SONS. AUTHORIZED REPRESENTATIVE n ^ ACORD 25(2010/05) Copyright 1988-2010 ACORD CORP ORATION I rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:9E8E2CC1-FE03-41 AC-9AE6-2F5B98EC1484 AGENCY CUSTOMER ID: 5576 LOC#: All A`9RO* ADDITIONAL REMARKS SCHEDULE Pagel oft AGENCY INSURED TAPCO-XL(5576) DOWNTOWN BREMERTON ASSOCIATION POLICY NUMBER PO BOX 245 NBP2556854 BREMERTON,WA 98337 CARRIER NAIC CODE Mount Vernon Fire Insurance Company 26522 EFFECTIVE DATE: 6/30/2023 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE COVERAGE PART LIMITS Businessowners Liability Liability and Medical E menses $1,000,000 Medical E dense(per person) $5,000 Dam ages To P remises Rented To You(My One Premises) $1 00,000 General Aggregate $2,000,000 Management Liability Employment P radices Liability E ach Claim Limit $1,000,000 Employment P radices Liability In The Aggregate Limit $1,000,000 Directors and Officers Liability E adi Claim Limit $1,000,000 Directors and Officers Liability In The Aggregate Limit $1,000,000 Directors and Officers Liability Retention $0 Employment P radices Liability Retention $0 Directors and Officers Retroadive Date Full Prior Ads Employment P radices Liability Retroactive Date Full Prior Ads Directors and Officers Prior or Pending Litigation Date 06/30/2023 Employment Predicts LiabilityPrior or Pending Litigation Date 06/30/2023 This contract is registered and delivered as a surplus line coverage under the insurance code of the state of Washington,Title 48 RCW. It is not protected by any Washington state guaranty association law. ACORD 101 (2008/01) Copyright 2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Certificate Of Completion Envelope Id:9E8E2CC1 FE0341AC9AE62F5B98EC1484 Status:Completed Subject:Your Electronic Signature is Required Source Envelope: Document Pages: 15 Signatures:4 Envelope Originator: Certificate Pages:5 Initials:0 Melinda Monroe AutoNav: Enabled 345 6th Street Envelopeld Stamping: Enabled Suite 100 Time Zone:(UTC-08:00)Pacific Time(US&Canada) Bremerton,WA 98337 Melinda.Monroe@ci.bremerton.wa.us IP Address:24.113.251.9 Record Tracking Status:Original Holder: Melinda Monroe Location: DocuSign 5/1/2024 2:27:52 PM Melinda.Monroe@ci.bremerton.wa.us Signer Events Signature Timestamp Mychael Raya r-DocuSigned by: Sent:5/1/2024 2:30:31 PM Mychael.Raya@ci.bremerton.wa.us A, Viewed:5/2/2024 11:35:04 AM Asst. sst.City Attorney ... Signed:5/2/2024 11:35:27 AM Bremerton Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address:67.183.194.180 Electronic Record and Signature Disclosure: Accepted:5/2/2024 11:35:04 AM ID:0983878e-8551-41 f3-a91 b-aa8b979432aa Samantha Enlow ,-pocuSigned by: Sent:5/2/2024 1:27:41 PM sam@fingersduke.com J Viewed:5/3/2024 9:57:40 AM �13A4BDE296DA471 President ... Signed:5/3/2024 9:58:27 AM Security Level: Email,Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address:24.19.100.103 Electronic Record and Signature Disclosure: Accepted:5/3/2024 9:57:40 AM ID:a786afaa-0f47-4ec3-9071-e030f81 b6c73 Greg Wheeler DocuSigned by: Sent:5/3/2024 9:58:29 AM Greg.Wheeler@ci.bremerton.wa.us2S Viewed:5/3/2024 11:22:13 AM `—BAF46o95E8E747B Mayor ... Signed:5/3/2024 11:23:20 AM City of Bremerton Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 73.83.110.235 Electronic Record and Signature Disclosure: Accepted:5/3/2024 11:22:13 AM ID:70d6a0ed-8d60-4140-b731-ee57ccd3cff5 Angela Hoover r-DocuSigned by: Sent:5/3/2024 11:23:22 AM Angela.hoover@ci.bremerton.wa.us ovt,r Viewed:5/6/2024 9:13:16 AM -24ED5ED4E45c41F City Clerk ... Signed:5/6/2024 9:13:36 AM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address:64.156.71.82 Electronic Record and Signature Disclosure: Accepted:5/6/2024 9:13:16 AM ID:7944fa5f-e590-478c-968e-43903600654a In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Katie Pratt COPIED Sent:51213)241:27:43 PM katiechasepratt@ maiI.com Security Level:Email,Accout Authentication (None) Electronic Record and Signature Disclosorx Not Offered via DccuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/1/2024 2:30:32 PM Certified Delivered Security Checked 5/62024 9:13:16 AM Signing Complete Security Checked 582024 9:13:36 AM Completed Security Checked 5/62024 9:13:36 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:5/24/2019 6:31:25 AM Parties agreed to:Mychael Raya,Samantha Enlow,Greg Wheeler,Angela Hoover ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, 1000144867-1278204-City of Bremerton (we, us or Company)may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact 1000144867-1278204-City of Bremerton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: Hans.Nilsson@ci.bremerton.wa.us To advise 1000144867-1278204-City of Bremerton of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at Hans.Nilsson@ci.bremerton.wa.us and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from 1000144867-1278204-City of Bremerton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to Hans.Nilsson@ci.bremerton.wa.us and in the body of such request you must state your email address,full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with 1000144867-1278204-City of Bremerton To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to Hans.Nilsson@ci.bremerton.wa.us and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and(i)that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii)that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein,then select the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check-box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify 1000144867-1278204-City of Bremerton as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by 1000144867-1278204-City of Bremerton during the course of your relationship with 1000144867-1278204-City of Bremerton. CERTIFICATE OF LIABILITY INSURANCE DATE (MM,DDIYYYV) AC0120" 7/2/2024 THIS CERTIFICATE IS ISSUED AS AMATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIvELY Au1END,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTEA CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRO DUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAJVED,subject to the teens and conditions of the policy,certain policies may require m endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME Holly Crossley TAPCO-ILL(5576) PHONE(NC No.EA): 360200.3005 FAX(NC No): PO Box 286 EMAIL ADDRESS: hcrossleyNXhambersbayinscom Burlington,NC 27216 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A Mount Vernon Fire Insurance Company 26522 DOWNTOWN BREMERTON ASSOCIATION INSURE B: PO BOX 245 INSURER C: BREMERTON,WA 98337 INSURER D: INSURE R E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIRBe1ENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCEAFFORDED BY THEPOLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THETERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS R A Ott SUER POLICY EfF POLICY CO LTR TYPE OFINSURA ICE It/SR 'MO POLICY NUMB ER (1JMmomYV) (1JMmomYV) LIMITS GENERAL LIABILITY EACHOCCURENCE $1pwm0 X COMMERCIAL GENERAL LIABILITY X X NBP2556854A 06/30/202406/30/2025 Ritgff5 (e%o¢irrcece) $t00pm CLAMS-MADE El OCCUR MED EXP(Ary01e re Bol) $Bain A P ERSONAL a ADV INJURY GENERAL AGG NEGATE spin MO G EN'L AGO REGRTE LIMITAPPLIES PER: P RD DUCTSCOLLPAP AGO POLICY I JEL`T I LOc UTOMOBILIE LIABILITY C(QOtlaexIREDDSINGLE LIMIT $ _ ANY AUTO BODILY IIINJURY(Perpelsot) $ RLL OUIINED 8ULED BODILY INJURY(Per acctleLD$ HIRED RUMS R jLNNEO PA7PElDAILOE UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LAB CLAMS-MADE AGGREGATE DED RETENTIONS S 'AORKERS COMPEISASON 487 oar AND EMPLOYERS'LIABILITY YIN ANY PROP RIE ORIPARTNERIZXBCUTME❑ NIA E.L.EACH ACCIDENT S QJFIICgXEbP)Mfri41 EXCLUDED? E.L.DISEASE-EA EMPLOYEE$ 11{1;rDirlffetk 54°115rPERATIONSbebN E.L.DSEASE-POLCY LIMIT $ Non Profit Directors&Officers DLO Ea.Ctam $lamina A NBP2556854A 06.1012024 06)30r2025 EPL ca.Cbm Stamina D&OIEPLSL3N0Aggreg3N $1p1X1p70 D ESCRIPTON OF O PERATIONS/LIDCATD S IVEHCLES(See attacked AAOrd iDi tram Lb13I InD]Ir r Irri its 429 Pactb Mt SLR 201.Bremerbl,IWA 93337-No1-0 mM Mal a9emeetLablllq Cgror Sftme rto' r.al afarD)t aI DS t Rd se rB P 172(I0-73)BP-14S NP P 06V10 Blab ketA0J101aI ILa1 red Etdorseme MB partofa B Fe ity. ERTII-!CATE HOLDER CANCELLATION City of Bremerton SIO ULD ANY OF THE ABOVE DESCRIBED POLCIES BE CANCELLED BEFORE THE 345 6th St EXPIPRTON DATE THEREOF,NOTCEI ILL B E DELIVERED IN ACCORDANCE WITH THE Bremerton,WA 98337 POLICY PROV SONS. AUTHORIZED REPRESENTATIVE A 446 e.ACORD 25(2010/05) Copyright 1988-2010LACCO�R/pDn-COORPPOORRA/TIONN I rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 5576 LOC#: All A`oRD' ADDITIONAL REMARKS SCHEDULE Pagel oft AGENCY INSURED TAPCO-XL(5576) DOWNTOWN BREMERTON ASSOCIATION POLICY NUMBER PO BOX 245 NBP2556854A BREMERTON,WA 98337 CARRIER NAIL CODE Mount Vernon Fire Insurance Company 26522 EFFECTIVE DATE: 6/30/2024 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE COVERAGE PART LIMITS Businessowners Liability Liability and Medical E menses $1,000,000 Medical E dense(per person) $5,000 Dam ages To P remises Rented To You(My One Premises) $1 00,000 General Aggregate $2,000,000 Management Liability Employment P radices Liability E ach Claim Limit $1,000,000 Employment P radices Liability In The Aggregate Limit $1,000,000 Directors and Officers Liability E ach Claim Limit $1,000,000 Directors and Officers Liability In The Aggregate Limit $1,000,000 Directors and Officers Liability Retention $0 Employment P radices Liability Retention $0 Directors and Officers Retroadive Date Full Prior Ads Employment P radices Liability Retroactive Date Full Prior Ads Directors and Officers Prior or Pending Litigation Date 06/30/2023 Employment P radices LiabilityPrior or Pending Litigation Date 06/30/2023 This contract is registered and delivered as a surplus line coverage under the insurance code of the state of Washington,Title 48 RCW. It is not protected by any Washington state guaranty association law. ACORD 101 (2008/01) Copyright 2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD