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HomeMy WebLinkAbout4694 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault.Date: Comments: 4694 SOREN NORTHWEST INC Lobbying & Consulting Services City Clerk LEG 12-1 01/01/2008 12/31/2008 02/15/2010 01/01/2010 PROFESSIONAL SERVICES AGREEMENT Soren Northwest Inc. Lobbying and Consulting Services The City of Bremerton ("City") and Soren Northwest 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 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.G. 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; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in section IX (A) of this agreement. This agreement shall be in effect until December 31, 2008. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant Two Thousand Five Hundred and No/I00 Dollars ($2,500.00) per month through December 31, 2008. It is estimated that Consultant will commit at least thirty (30) billable hours towards the City's concerns each month. City agrees to reimburse Consultant for expenditures for postage, facsimile transmission, telephone calls, and photocopying during the course of the contract not to exceed $100.00 per month on average. Consultant shall submit an itemized communications expense statement quarterly. It is understood that travel expenses which are incurred at the direction of the City outside of Kitsap, King, Pierce and Thurston counties (including lodging, meals, airfare and mileage) will be reimbursed by the City. Total compensation shall not exceed Thirty One Thousand Two Hundred and NollOO Dollars ($31,200.00) plus authorized reimbursable travel expenses. The Consultant shall submit regular billing statements outlining work performed and 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. 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. Bremerton/Soren Northwest. Inc. Lobbying and Consulting Services P~OP 1 of R 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 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: 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. 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. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily 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 Bremerton/Soren Northwest, Inc. Lobbying and Consulting Services P$lOP ') of R FOR THE PURPOSES .OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or sub-consultants. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate ofInsurance evidencing: 1. Errors and Omissions Insurance with limits no less than $1,000,000 limit per occurrence/claim. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. The Consultant's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. 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. 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 Bainbridge Island, 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, modirying and updating as necessary until such time as the City is capable of storing Bremerton/Soren Northwest. Inc. Lobbying and Consulting Services P!'IOP 1 nfR 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. C. 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. D. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Bainbridge Island and Olympia, 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. E. 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. F. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. G. Modification: This Agreement may only be modified by written instrument signed by both Parties. H. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st 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. City Address City ofBremerton Attn: City Clerk 345 6th Street, Suite 600 Bremerton, W A 98367 Consultant Address Soren Northwest, Inc. PO Box 10640 Bainbridge Island, W A 98110 1. 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. Bremerton/Soren Northwest. Inc. Lobbying and Consulting Services Pl'I(Yf' .::1 of R J. 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. K. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. L. 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. M. 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. N. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational qualification. IX. 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, 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, Bremerton/Soren Northwest. Inc. Lobbying and Consulting Services Pl'lCTP '\ of R 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. CONSULTANT ~w its: . res "- Date: Febt'1lltr'1 Z@ la7 8 J ~d~ City CI H:\Contracts\Soren Lobbyist Services 2008 no tracking. doc Bremerton/Soren Northwest. Inc. Lobbying and Consulting Services Pl'lfJP r. of R EXHIBIT "A" Scope of Services The City of Bremerton (City) has requested that Soren Northwest, Inc. (SNW) provide lobbying and consulting services before the Washington State Legislature and Executive Branch. The City wishes SNW to help design, implement and direct a successful legislative government relations program in Washington State leading to the redevelopment of the downtown area, revitalization of its neighborhoods, enhancement of its tax base and revenue streams and to provide greater opportunity to participate in State and Federal grants programs. These efforts will include advising the City's management as to the legislative process, helping design, and assisting them in supporting positive measures and generally lobbying the State legislative and executive process and its agencies. The first step of a legislative program is to protect those resources, rights and powers already established in current law. A major part of any lobbying program is to not lose rights or privileges. The goal of the lobbying program is to secure for the City the protection of current law and the opportunity for expansion of rights and responsibilities that it seeks. SNW will also monitor and report on legislative activities related to the City's projects. These activities would include meeting with legislative members, staff and appropriate State agency staff as well as the Association of Washington Cities' staff to help shape legislative requests related to the City's many infrastructures, human service and management initiative. In planning for a constructive legislative program, SNW will help the City develop a positive State legislative agenda, report to the City on a regular basis, as desired, and meet with its management and consultants as needed. Public Disclosure: SNW will be responsible, with the assistance of the City, for the accurate and timely filing with the State Public Disclosure Commission (PDC) of the annual L-l registration form and the montWy L-2 forms. The City shall be solely responsible for the timely filing ofthe annual L-3 report required of a lobbyist's employer. Liaison. The City shall appoint a liaison person to whom SNW shall report, submits forms, reports and billings and from whom SNW will receive instructions. Conflict of Interest. It shall be the responsibility of SNW to identify and discuss with the City any potential conflicts of interest in terms of legislative priorities or action required or contemplated by other entities represented by SNW. Duties of SNW. The duties of SNW are provided as follows: 1. SNW, to the best of its ability, shall attempt to pass, stop or amend legislation as desired by the City, as well as to at all times build a positive legislative presence for the City to benefit future legislative efforts. 2. Attend meetings with City personnel as reasonably requested. BremertonlSoren Northwest. Inc. Lobbying and Consulting Services P~OP 7 ofR 3. Meet with the City legislative delegation members or staff and local government elected officials and staff as reasonably requested. 4. Meet with such legislators, legislative staff and State administrative personnel as shall be necessary or advisable for the timely and successful completion of SNW's lobbying responsibilities. 5. Attend meetings of and work with other organizations and coalitions that would benefit the City's legislative program. 6. Assist the City in the distribution of materials to appropriate parties. 7. Report to the City in such manner as is mutually agreed upon by SNW and the City. 8. Complete all the work and assignments, in a manner mutually agreed to. 9. Help coordinate the application, successful competition and receipt of State grants to fund capital projects desired by the City, including $5 million budgeted for the 2007- 2009 State capital budget for the Harborside Project and $2,000,000 for WWRP Boardwalk. BremertonlSoren Northwest. Inc. Lobbying and Consulting Services P~OP R of R