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HomeMy WebLinkAbout4780 Contract Number: Vendor: Subject: Department: Fi-le Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4780 SORENNOR'I'HWEST INC Consultant - Lobbying & Consulting Econ Devel LEG 12-1 01/01/2009 04/30/2009 02/15/2011 01/01/2011 PROFESSIONAL SERVICES AGREEMENT Soren Northwest, Inc. Lobbying and Consulting Services The City of Bremerton ("City") and Soren Northwest, Inc. (SNW) ("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 Exhibit "A" to this Agreement. II. Term: this Agreement commences on January 1,2009, and terminates on April 30, 2009 and pursuant to Section VIII. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant Two Thousand Five Hundred and NolIOO Dollars ($2,500.00) per month from January 1, 2009 until April 30, 2009 in an amount not to exceed $10,000.00. It is estimated that SNW will commit at least thirty (30) billable hours, commencing January 1,2009, toward the City's concerns each month. SNW shall submit an itemized communications expense statement each month. Total compensation shall not exceed Ten Thousand and NolIOO Dollars. 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. 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. Soren NW 1/2009 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 ofthe Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. 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. 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. C. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. D. Modification: This Agreement may only be modified by written instrument signed by both Parties. E. 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 of Bremerton 345 6th Street, Suite 600 Bremerton, W A 98337 Consultant Address Soren Northwest, Inc. PO Box 10640 Bainbridge Island, W A 98110 F. 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. Soren NW 1/2009 . . G. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. H. 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. 1. 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. VII. 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. VIII. 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. 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. Soren NW 1/2009 . . CITY OF BREMERTON BY~~ its: Date: II? k> J (j f I I CONSULTANT (f/a!~b! Date: \ /21 )0 '1 I I Attest: ~~J Soren NW 1/2009 , . 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-1 registration form and the monthly L-2 forms. The City shall be solely responsible for the timely filing of the 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 shall 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. Soren NW 1/2009 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. Soren NW 1/2009