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KITSAP ENTREPRENEURIAL CENTER
Business Incubator Services
Executive
LEG 12-1
04/27/2010
12/31/2010
12/O1/2010
Contract Term - Final Report Due 03/2011
PROFESSIONAL SERVICES AGItEEMENT
Kitsap Entrepreneurial Center
The City of Bremerton ("City") and Kitsap Entrepreneurial Center ("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, attached hereto as E�ibit 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 aze 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 by December 31, 2010.
III. Compensation: In considera.tion of the services provided pursuant to this Agreement, the
City shall pay Consultant Five Thousand and No/100 Dollars ($5,000.00).
Consultant shall not perform work beyond the Scope of Work, nor sha11 be compensated
for such work, unless the Scope of Work or amount of compensation is modified pursuant to this
Agreement.
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is perfomiing 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
aze 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. T'he 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 Sta.te industrial insura.nce, Business & Occupation, State
Bremerton/ Kitsap Entrepreneurial Center (KEC)
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professional licensing, and City business licensing. If any t�es 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 e�ctent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WAIVER OF II�ZMUNITY 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 su.rvive 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,
representa.tives, employees, sub-consultants or sub-Consultants.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
l. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liabilitv 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 (XCt� if applicable; and employer's
liability; and
3. Ezcess Liabilatv insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
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4. Professional I.iabilitv 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.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which may be provided on a"claims-made" basis.
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.
T'he Consultant's Commercial General Liability insurance shall contain a clause sta.ting
that coverage sha11 apply separa.tely to each insured against whom claim is made or suit is
brought, except with respects to the limits of the insurer's liability.
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 fumished in the time and form requested. Consultant sha11 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 aze 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 beaz no responsibility for its disclosure, inadvertent or otherwise.
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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 sha11 be provided to the
City upon its request, and at reasonable cost.
All documents, including all reports, drawings, specifications, computer soflware or other
items prepazed 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 sha11 take all precautions necessary
and sha11 be responsible for the safety of its employees, agents, and sub-consultants in the
performance of the work hereunder and sha11 utilize all protection necessary for tha.t purpose.
All work sha11 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 Bremerton, Washington. Meetings with the City staff as described in
Exhibit A, Scope of Work, sha11 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. Severabilitv: 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
Mayor
City of Bremerton
345 6�` Street, Suite 600
Bremerton, WA 98337
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Consultant Address
Holly James
Kitsap Entrepreneurial Center
���Fourth Street
'� Bremerton, WA 98337
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I. 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 tlus Agreement shall not be
deemed waiver of any other right or power.
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 sha11 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 sha11 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
sha11 be brought in Kitsap County Superior Court.
M. AttomeYs' Fees: In the event of litigation to enforce any of the terms or provisions
herein, each party shall pay a11 its own costs and attorney's fees.
N. Assignment: Any assignment of this agreement by the Contractor without the written
consent of the City sha11 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 orienta.tion except for employment actions based on bona, fide occupational qualification.
IX. Z'ermination: This Agreement sha11 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 ternunating 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 sha11 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 federa.l, 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 sha11 not be terminated nor sha11
Consultant be charged with liquida.ted damages for any delays in the completion of the work due
to: 1) any acts of the federal govemment in controlling, restricting, or requisitioning materials,
equipment, tools, or labor by reason of waz, 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
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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 da.ys in
writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement,
the delay is pmperly 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.
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B. Ri ts Upon Termination: In the event of termination, the City sha11 pay for a11
services performed by the Consultant to the effective da.te of termination, as described on a final
invoice submitted to the City. After temunation, 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.
CITY OF BREMERTON CONSULTANT
By: Patty ent
its: Mayor
Date:
pro d orm:
merton C' Attorney
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By: Holl J es
its: CEO, irector
Date: L � 0 7 �� `�
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EXHIBIT A
SCOPE OF SERVICES
1. KEC shall provide business incubator services to start-up and early stage companies
located in Bremerton and Kitsap County. Services provided by KEC sha11 include but are not
limited to the following:
a. Business assistance, coaching and mentoring.
b. Access and referrals to the Kitsap Business Development Consortium (KBDC)
network.
c. Technology commercialization and product development assistance.
d. Development of funding and financing resources.
e. For incubator tenants: high-speed internet access and data networking equipment;
telephone services; shared office equipment; administrative support; shared conference rooms
and kitchen; and facility adminishation.
2. KEC shall provide the Mayor and the City Council a report summarizing KEC activity
and achievements for 2010. A preliminary report shall be submitted to the City of Bremerton by
November 15, 2010 with a final report due by Mazch 31, ZO11. These reports sha11 include the
following:
a. Number of on-site and off-site incubator clients identified by NAICS codes.
b. Number of full-time and part-time employees working for client companies.
c. Number of Bremerton residents employed or serving as owners or officers of
client companies.
d. Average monthly salaries and wages paid by client companies.
e. Gross revenues generated by client companies.
f. Dollar amounts and sources of debt and equity capital raised by client companies.
Dollar amounts and types of grants received by client companies.
g. Patents received or applied for by client companies.
h. List of KEC officers, employees, membership of the Board of Directors and the
Business Opportunity Review Boazd (BORB) membership.
i. List of referrals received from and referrals made to KBDC member organizations
and other sources.
3. KEC shall support City of Bremerton business assistance, recruitment, retention and
expansion efforts by providing the following:
a. Cooperation with KBDC member organizations.
b. Consulta.tion on development and performance monitoring of City, State and
Federal business tax incentive programs.
c. Consulta.tion on development of business marketing materials.
d. On the KEC website, provide links to the City of Bremerton's website as well as
to all other KBDC member websites.
e. Any updates and changes to the KEC Business Plan.
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