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Home My WebLink About4455 Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 4455 WET CARE Service - Semi Annual - Harborside Fountains Econ Devel SVC File Class LEG 12-1 $10600.00 09/13/2004 09/12/2006 02/15/2008 GL $ AL $ E&O $ Insurance Total $ Insurance Review Date 2 1-yr options Vault 01/01/2008 BREMERTON WATERFRONT WATER FEATURE EXHIBIT A--WET CARE ONE-YEAR SEMI-ANNUAL SERVICE PROPOSAL BREMERTON WASHINGTON WET LABS INC.® 90 UNIVERSAL CITY PLAZA UNIVERSAL CITY CALIFORNIA 91608 AUGUST 19 2004 EXHBR' A -- BREMERTON WATERFRONT WATER FEATURE WET CARE PROPOSAL AUGUST 19, 2004 PAGE A TABLE OF CONTENTS PROJECT DESCRIPTION SCOPE OF SERV CES PRICE AND PAYMENT TERMS WC 072202 WETCARE8 90 UNIVERSAL CiTY PLAZ,~ UNIVERSAL CI%Y CALIFORNIA 91608 818 769 6200 '-- 81E 763 8559 (F) WWWWETDESIGN.COM Ail references in this Agreement to "you" refer to City of Bremerton, Washington, and all references to "we" or "us" refer to WET Care®, a division of the California corporation WET Labs Inc® refer to WET Enterprises®, Inc., or our subsidiary WET Desiqn®, WET Labs® inc. or WET Care®. 1 PROJECT DESCRIPTION The water feature equipment covered by this proposal consists of: Staircase Feature LeapFrogTM laminar nozzle assembly ................................................................................. 6 LeapFrogTM laminar nozzle assembly .......................................... (Gifted by WET Design) 2 Animation and monitoring control system ......................................................................... 1 Pump .................................................................................................................... 1 Pump speed controls (included in panel) ........................................................................... 2 Submersible WET ZeptoLights with stands .................................................................... 24 WET ZeptoLights with stands .................................................... (Gifted by WET Design) 8 Lighting comac~or incluaea in uanel ................................................................................ 1 GFC oreaKer .included in 3one ........................................................................................ 1 Basket s~ramer ................................................................................................................... 1 Water circulation, filtration, an¢ trea~mem system ........................................................... 1 Paver supper[s, stainless steel ........................................................................................ 40 Submersible junction eexes .............................................................................................. 7 Submersible junction boxes ....................................................... (Gifted by WET Design) 1 Water ~eve~ sensors ........................................................................................................... 3 Water level sensors .................................................................... (Gifted by WET Design) 1 Pressure/vacuum switches ............................................................................................ 2 Pressure gauges ................................................................................................................ 3 Pressure Transmitter .................................................................................................... 1 Water make-ue valve ......................................................................................................... 1 Remote programming unit ................................................................................................ 1 Wind sensor .............................................................................................................. 1 Plaza Feature · LeapFrogTM laminar nozzle assembly ............................................................................... 12 · MicroShooter® assembly ................................................................................................ 16 Fog system .................................................................................................................. 1 · Animation and monitoring control system ......................................................................... 1 Air pressure control modules ............................................................................................ 1 Pumps .................................................................................................................. 6 Pump speed controls (included in panel) ........................................................................... 7 Submersible WET PicoLights with stands ....................................................................... 32 Lighting contactor (included in panel) ................................................................................ 1 GFC1 breaker (included in panel) ........................................................................................ Sand fitters .................................................................................................................. 5 Basket strainers ................................................................................................................. 1 Water circulation, filtration, and treatment system ........................................................... 1 · Submersible junction boxes ............................................................................................ 18 Water levet sensors ........................................................................................................... 2 · Pressure/vacuum switches ............................................................................................. 11 · Pressure transmitters ........................................................................................................ 4 · Pressure gauges .............................................................................................................. t8 · Wind sensor .................................................................................................................. 1 Sound source cabinet excluding amplifiers and speakers) ............................................... 1 Paver supports, stainless steel ........................................................................................ 16 · Decorative stainless steel grating ..................................................................................... 1 2 SCOPE OF SERVl CEa This Proeosa] is for a one-year maintenance program for all equipment listed above in the Project Description that will commence upon Agreement execution and involve periodic system services ane adjustments aha oreventive maintenance. We will: 2.1 Provioe two on-sF[e aerwoe nsoec~ons annual y during the next year of system operation. Visits wil ce soace[~ evenly througnou~ the year on pre-determined dates. (If special rec~uest ~s matte Dy ,/ou to a~er the ~rlD ~m~ng, WET will do its best to reasonably accommodate treat rec JestJ Time and expenses for one WET Care Field Technician to WETCAR£® 90 UNIVERSAL CITY PLAZA, UNIVERSAL CfTY CALIFORNLA 91608 818 769 6200 (TI 818 ?63 85B9 fF) WWV~/WETDEStGN COM EXHIBIT A -- BREMERTON WATERFRONT WATER FEATURE WET CARE PROPOSAL AUGU 19, 2004 PAGE 3 make two trips in total, for up to three days each in duration is included in the Agreement price below. 2.2 During visits by the WET Care Field Technician: repair or modify any malfunctioning elements of the systems as necessary, or as requested by you. 2,3 Conduct inspections and notify you of necessary repairs, replacements and preventative actions you should take that are outside the scope of WET duties. (See paragraph 4, Exclusions, below.) 2.4 Review our recommended spare parts list and, based in historical maintenance and operations information, propose amendments to that list to ensure cost effective and continuous operation of the water feature. 2.5 Provide phone support during normal business hours to answer maintenance and operations concerns. 2.6 Notify you, in writing, of problems observed with the feature's equipment or operating systems. Provide estimates of all recommended repairs, upgrades and retrofits. If these problems are due to handling or interactions by your staff or guests, we will advise you so that you may take corrective action. 2.7 Provide documentation of the maintenance problems addressed, adjustments made and preventive maintenance performed by us. 2.s Provide operational training to your designated equipment operators and maintenance personnel. On-site training by our field technician will include aspects of equipment operation and training adequate to operate the WET-furnished equipment in a safe manner, and to perform proper maintenance and repairs. 2.9 Provide recommendations, as appropriate, for modifications to the existing systems in order to reduce operating costs or enhance overall appearance of the water feature. 2.10 To be most effective in performing our maintenance Scope as outlined abo~,e, you must: 2.10.1 Ensure that your operation/maintenance personnel perform routine cleaning tasks as outlined by us in the Operations and Maintenance manuel. 2.10.2 Report to us, in a timely manner, any and all instances of malfunctioning, WET- furnished equipment. 2.10.3 Provide us with a comprehensive list, three weeks before each site visit, of maintenance issues to be addressed during that visit. 2.10.4 Ensure guests do not interact with the fountain in a way that inhibits operation or that presents a danger to themselves or others. 2.10.5 Ensure that the maintenance and operations staff members at Bremerton Waterfront do not interact with the feature in a manner not approved by WET. WET CARE® 90 UNIVERSAL CiTY PLAZA UNIVERSAL CrTY. CALIFORNIA 91608 818 769 6200 fT) 818 763 8559 (F) WWWWETDESIGNCOM EXHIBIT A -- BREMERTON WATERFRONT WATER FEATURE WET CARE PROPOSAL AUGU 19, 2004 PAGE 4 2.10.6 Provide labor to assist and support our field technician during certain operations, on an as-needed basis where one person will be unable to safely accomplish the work. 3 PRICE AND PAYMENT TERMS 3.1 The fee for the above one-year Scope of Services is ten thousand six hundred dollars ($10,600), payable in two, equal, semiannual installments of $5,300. All direct labor expenses, including travel time, travel and subsistence expenses for our staff traveling to Bremerton Waterfront are included in the Agreement Price. 3.2 Upon signing of this agreement a down payment of the first installment of $5,300 is due and payable to the commencement of WET Care service. 3.3 The fee will be invoiced semiannually, thirty days prior to the commencement of services, and is due and payable prior to the first day of each performance period. 3.4 You agree to make payments to the account of: WET Labs Inc. at City National Bank, 400 North Roxbury Drive, Third Floor, Beverly Hills, California 90210, ABA Number 16-16, Routing Number 122016066, Account Number 001-107496. 4 EXCLUSIONS The following elements ano ac~wues are not included in our Scope of Work: Additional trips or field time beyond that noted in Paragraph 2, Scope of Services. 4.2 Any replacemem Dar~s. caeital items, materials and consumable items required for routine and other forms of maintenance or repair, for example: lamps, bromine, solenoid valves, seals, pumps, control components, hardware, filters, filtration skid equipment and so on. 4.2 Emergency ano non-scheduled repairs and repair/replacement due to misuse, negligence, vandalism, flood, fire, natural disaster or other insurable causes. 4.4 Maintenance or erotection of water feature's basins, stone, landscaping, adjacent areas, including but not limited to, park and public areas, public area lighting, building maintenance systems operating systems, and utility services. 4.5 Waterproofing ma~enal ana warranty responsibility for waterproofing. 4.6 Damage To ~ne Bremerton Waterfront water feature, associated equipment or facilities oue to or reoalrs necessitated by, acts by the maintenance or operating staff or by visitors. WET CARE® 90 UNIVERSAL CITY PLAZA, UNIVERSAL CITY. CALIFORNIA 91808 818769 6200 (T) 818 763 8559 iF) WWW.WETDESIGN.COM EXHIBIT A -- BREMERTON WATERFRONT WATER FEATURE WET CARE PROPOSAL AUGU lB, 2004 PAGE 5 4.7 Repair or replacement of equipment or operating systems due to misuse, negligence, vandalism, flood, earthquake, fire, storms or other natural causes or disaster, or to other insurable causes. It is the responsibility of the Owner to maintain all appropriate insurance against damage to all capital equipment and elements in the water feature. 4.8 Routine maintenance and custodial work in and around the feature, and replacement of part, component and system. 4.9 Maintenance of piping, winng and other equipment and construction materials furnished by your local contractors. 4.10 Sales tax or any other applicable taxes. Sales tax for equipment items provided will be included separately in monthly invoices. TERMS OF AGREEMENT 5.1 An option to extend this agreement for an additional year will be honored annually for two years from date of this signed agreement. 5.2 Services you request of us but which are not included in the Scope of Work, will be provided on a time and expenses basis. Except as provided herein, we will notify you before engaging in any activity not included in the above Scope of Work. 5.3 in the event that we determine that actual field conditions require Additional Work and expertise from an ou~sloe contractor, your approval will be obtained in writing before we engage in any such additional activities. The provisions of this Agreement will also govern any ane al Additional Work 5.4 We employ the WF-301 :orm of WET Care Services Agreement between you and us. That document, a copy of which is attached, precisely defines our Professional Services and your responsibilities. Our Proposal will be incorporated as Exhibit A to that document. ]SIGNATURES ON FOLLOWING PAGE] WE']- CARE® 90 UNIVERSAL CITY PLAZA. UNIVERSAL CITY. CALIFORNIA 9160a 818 769 6200 fT) 81e 763 8559 (F) WWW.WETDESIGN.COM This Agreement will be null and void if not fully executed and returned to WET Design within sixty days of issue. AGREEMENT ACCEPTED BY: title date WET CARE Mark ~. Fuller Chief Executive Officer WET CARE® SERVICES AGREEMENT WF 301 This AGREEMENT ("Agreement") dated August 19, 2004, for reference purposes, is made between WET Care®, a division of the California corporation WET Labs Inc®. (at times referred to as "WET®", "we" or "us") and City of Bremerton, Washington (at times referred to as "Client" or "you") and is made with reference to the following facts: We are engaged in the business of maintaining water features for commercial, public and recreational facilities. You desire to employ our services in connection with the maintenance of the Bremerton Waterfront water feature (the "Project'~ in accordance with the terms and conditions of this Agreement. Therefore, in consideration of the mutual promises contained herein, both parties agree as follows: ARTICLE 1 · SCOPE OF SERVICEe The nature, scope and schedule of maintenance to be performed by us under this Agreement ( "Services ") will be as described in Exhibit A attached hereto and incorporated herein by reference. You will authorize us in writing to perform any services in connection with the Project which are outside the scope of those set forth in Exhibit A. We will perform all Services in a timely and professional manner. You agree to provide us with access to and use of any information and facilities that we determine is necessary to provide the Services. You agree to maintain the Proiect and site conditions in accordance with the WET Design Operation and Maintenance Manual. ARTICLE 2 · FEE For Services we render under this Agreement you agree to pay our fee in accordance with the terms contained in Exhibit A. All charges on each invoice are due and payable in full upon receipt of invoice. If you fail to pay an invoice in full when due, you agree to pay monthly late Charges equal to one and one-half percent per month (eighteen percent per annum} on any balance remaining outstanding for more than 30 days. If payment is not made within five days after written demand for payment, we may declare you to be in default and cease performing any further Services in which case, among other remedies, we will be entitled to the relief contained in Article 5, Termination. ARTICLE 3 · INSURANCE AND LIMITATION ON LIABILITY 3.7 We are an independent contractor, not your employee, joint venturer or partner, under this Agreement. We maintain general liability insurance in the amount of one million dollars. We Will indemnify, hold harmless, and defend you from any property or personal injury claims arising exclusively from the acts or omissions of our employees and agents, committed or omitted within the course and scope of their performance under this Agreement. 3.2 Maintenance of ail insurance pertaining to the Project, including but not limited to liability, fire, earthquake, vandalism and burglary coverage, shall be your sole responsibility. WET CARE SERVICES AGREEMENT BREMERTON WATERFRONT WATER FEATURE JULY 20,200~. PAGE 2 3.3 Our liability for harm or damage arising from the installation or operation of any machinery or materials related to the Project is limited to such harm or damage caused by our acts or omissions or those of our agents, but in no event will we be liable for indirect, consequential or punitive damages. ARTICLE 4 · TERM The term of this Agreement is for the duration of one year commencing on the date first written above. ARTICLE E · TERMINATION If you fail to pay our fees when due or otherwise breach the provisions of this Agreement, we will have the right, upon five days written notice to you, to cease performing Services under this Agreement and to terminate this Agreement. In such case we will have the right to demand and receive immediate payment from you for ali work performed by us to the date of termination and other nonrefundable materials committed by us to the Project (whether on order or already shipped), plus any other damages and loss we may suffer, including our normal overhead plus a profit of ten percent of the Outstanding Contract Price and any amendment to it at the time of such termination. In the event of termination for breach by you, we will be relieved of any obligation to provide further Services under this Agreement. All remedies available to you and us under this Agreement or at law will survive termination of this Agreement. ARTICLE 6 · NOTICE Any notice required or permitted to be given regarding this Agreement shall be in writing and be deemed given three days after being deposited in a sealed envelope in the United States mail, postage prepaid, overnight express delivery, or sent by facsimile, addressed as follows: If to WET: WET Care 90 Universal City Plaza Universal City, California 91608 If to Client: City of Bremerton, Washington 239 4th Street Bremerton, Washington 98337 or to such address as either party may direct by notice given to the other as set forth above. ARTICLE 7 · ARBITRATION AND GOVERNING LAW Except as provided below, all disputes, controversies or differences which may arise between us, out of or in relation to this Agreement, or the breach of this Agreement, which you and we cannot resolve after discussion in good faith attempting to reach an amicable solution, will be finally settled WET CARE SERVICES AGREEMENT BREMERTON WATERFRONT WATER FEATURE JULY20,2004 PAGE 3 by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with those rules. Unless otherwise agreed in writing, all arbitration for claims initiated by you will be held in Los Angeles, California and all arbitration for claims initiated by us will be held in the state in which the Project is located. This Agreement, including the arbitration ciausa, arbitration proceedings and any court proceedings, shall be governed by and interpreted in accordance with the internal laws of the State of California. Any award in arbitration in favor of you against us for any reason shall not exceed in total the total annual amount of fees under this Agreement. issues concerning the validity or ownership of patents, copyrights and other Proprietary Information will not be subject to Arbitration. ARTICLE 8 · NON-SOLICITATION OF WET CARE EMPLOYEES During and after the term of this Agreement, you agree that you will not employ or solicit for employment any person employed by WET Care, during the term of such person's employment by WET Care and for one (1) year thereafter. ARTICLE 9 · MISCELLANEOUS PROVISIONS e.1 The provisions of this Agreement will be deemed to be severable, and any invalidity of any provision of this Agreement will not affect the validity of the remaining provisions of this Agreement. No failure or delay of either party to exercise any power given under this Agreement or to insist upon strict compliance by the other party of any obligations will constitute a waiver of any of the party's rights to demand exact compliance with the terms of this Agreement. 9.2 The titles and captions of sections in this Agreement are for convenience only, and not to be used to interpret or alter any of the provisions of this Agreement. 9.3 This Agreement will be binding on the heirs, executors, administrators, successors and assigns of the respective parties. 9.4 If any action, suit or proceeding, including arbitration, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney's fees in addition to such party's costs expenses incurred therein. 9.5 This Agreement contains the complete agreement and understanding between you and us and supersedes all prior oral or written proposals, agreements or communications with respect to the subject matter of this Agreement. This Agreement may only be modified in writing signed by both you and us. 9.6 Any individual signing this Agreement on behalf of an entity, represents and warrants that such individual has the authority to so execute this Agreement and that'this Agreement will be binding upon such entity. 9.7 Any delay or failure in performance of any part of the whole of this Agreement by WET Care shall be excused if and to the extent caused directly, or indirectly, by occurrences beyond WET Care's control. If, as a result of legislation or governmental action, any Party or Parties are precluded from receiving any benefit to which they are entitled under this Agreement, the Parties WE3- CARE® 90 uNrVERSAL CITY PLAZA, UNIVERSAL CrTY. CALIFORNIA 91608 818769 6200 (TI 818 763 8559 IF) WWW.WETDESIGN COM shall review the terms of this Agreement so as to restore the Party or Parties to the same relative positions as previously obtained hereunder. 9.8 This Aqreement shall be qoverned and interpreted in accordance with the laws of the State of California. 9.9 Any dispute arising under this Agreement shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, in Los Angeles, California. (signatures on next page) WET CARE® 90 UNIVERSAL CITY PLAZA. UNIVERSAL CITY. CALIFORNIA 91608 818 769 6200 fT) 818 763 8559 (F) WWW.WETDESJGN.COM WET CARE SERVICES AGREEMENT BREMERTON WATERFRONT WATER FEATURE JULY 20, 2004 PAGE 5 THIS AGREEMENT IS EXECUTED at Universal City, California, on the latest date set forth below. BREME N, WA IN N signed title date WET GA~E Mark W, Fuller Chief Executive Officer WET 6A~E® 90 UNIVERSAL CITY PLAZA, UNIVERSAL CITY, CALIFORNIA 91608 818 769 6200 ITl 818 763 8559 (FI WWW.WETDESIGN.COM