HomeMy WebLinkAbout4988Contract Number: 4988
Vendor: KITSAP ECONOMIC DEVELOPMENT AI,LIANCE
Sub�ect: Economic Development
Department: Mayor
File Class: LEG 12-1
Begin Date: 1/20/2011
End Date: 12/31/2011
Review Date: 11/1/2011
Vault Date:
Comments:
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PROFESSIONAL SERVICES AGREEMENT
Kitsap Economic Development Alliance
The C�ty of Bremerton ("City") and Kitsap Economic Development Alliance
("ConsultanP'), referred to collectively as the "Part�es," enter into the followmg Agreement for
professional services:
I. Scope: The Consultant agrees to perform the services more spec�fically descnbed in the
Scope of Work attached hereto as Exhibit A, which is mcorporated by reference herein. The
Scope of Work may be modified only pursuant to Section VII.H. 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 descnbed in
Exhibit A on January 1, 2011 The parties agree that the work described m Exhibit A�s to be
completed by December 31, 2011.
III. Compensation: In consideration of the services prov�ded pursuant to this Agreement, the
City shall pay Consultant Three Thousand Seven Hundred Fifty and No/100 Dollars ($3,750.00)
per calendar quarter. Total compensation shall not exceed F�fteen Thousand and No/100 Dollars
($15,000) for 201 l.
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 serv�ces if requested pursuant
to Section I. -
The Consultant shall submit regulaz billing statements detail�ng work performed and
amount chazged on each task or portion thereof. The descriptions shall conform to and fall
within the categones set out in the Scope of Work and/or Fee Schedule. Upon receipt of a
conforming billmg statement, the City shall promptly process payment PROVIDED,
HOWEVER, the City reserves the right to priontize scoped work and accelerate and/or delay
work tasks under the time frame set forth m Section II herein. The Consultant's labor rates and
b�lhng fees shall be as delineated in Exhibit C
If a billing statement does not conform to this Agreement, the C�ty may wrthhold
payment until the statement �s brought into compliance. Such withholding does not relieve
Consultant of its obl�gations under this Agreement.
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
m the Scope of Work and is performing independent funct�ons and responsibilities within its
field of expertise. Consultant and its personnel are mdependent Consultants and not employees
of the City. Consultant and its personnel have no authority to bind the City or to control the
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C�ty's employees and other Consultants None of the benefits provided by the City to its
employees, includmg, but not limited to, compensation, msurance, 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
ConsultanYs 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 s�m�laz work
As an independent Consultant, Consultant is responsible for its own management. 1'he
City's administration and enforcement of this Agreement shall not be deemed an exerc�se of
managerial control over Consultant or its personnel
As an mdependent 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 aze not limited to State industrial insurance, Busmess & Occupation, State
professional licensing, and City business licensing If any taxes or fees due the CRy have been
declazed delinquent, the City may w�thhold the delmquent amount, plus any additional chazges
arising from the delinquency, from any payments due Consultant.
V. Indemnification: Consultant shall defend, indemnify and hold the City, its o�cers,
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 w�th 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 �unsd�ction determine that t}us Agreement is subject to
RCW 4.24.115, then, in the event of habiLty for damages ansmg out of bodily mjury 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 ConsultanPs liability
hereunder shall be only to the extent of the ConsultanYs negligence
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WANER 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 th�s section shall survive the expiration or term�nation of this Agreement.
VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance agamst claims for injunes to persons or damage to property which may anse from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consultants
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Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Automobile Liabiliri insurance with limits no less than $1,000,000 combmed smgle
l�mit per accident for bodily injury and property damage; and
2. Commercial General Liabiliri msurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, boddy injury and property damage. Coverage shall include but not be
I�mited to: blanket contractual; products/completed operations/broad form property
damage, explos�on, collapse and underground (XCU) if applicable, and employer's
liability; and
3. Excess Liabiliri insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liabilitv insurance with lim�ts no less than $1,000,000 limit per
occurrence/claim
Any payment of deductible or self insured retention shall be the sole respons�bilRy of the
Consultant.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if reqwred), 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 ceR�fied copy of
all the requ�red msurance policies and endorsements. The City further reserves the nght to re�ect
any unacceptable policies and/or endorsements.
The Consultant's Commerc�al General LiabiLty insurance shall contain a clause stating
that coverage shall apply sepazately to each insured agamst whom claim is made or suit is
brought, except with respects to the limits of the insurer's liabihty.
The Consultant's msurance shall be pnmary msurance as respects the Ciry and the City
shall be given thirty (30) days pnor written notice by cert�fied mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
The City also reserves its unquali£ed nght to require at any hme and for any reason,
proof of coverage in the form of a duplicate of the �nsurance policy w�th all endorsements as
evidence of coverage.
VIL General Conditions:
A. Renorts and Information: When requested by the City, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
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documents shall be furnished in the time and form requested. Consultant shall mamtain
accounting records m accordance with Generally Accepted Accounting Principles (GAAP) to
substant�ate all b�lled amounts.
B. Ownershro and Use of Records and Documents. Ongmal documents, drawmgs,
designs and reports, including those in elecuonic format, developed under this Agreement aze the
property of the City. All written information submitted by the Ciry to the Consultant in
connechon 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 safeguazds like
mformation relating to its own business. The information fumished by the City shall only be
used by the Consultant to perform work under this agreement. If such information is publicly
available or is already in Consultant's possess�on or known to it, or is rightfully obtained by the
Consultant from third parties, Consultant shall bear no responsibiliry for �ts disclosure,
inadvertent or otherwise.
All data, documents and files created by Consultant under this Agreement may be stored
at ConsultanYs office in Bremerton, Washington. Consultant shall make such data, documents,
and files available to the C�ty upon its request at all reasonable times for the purpose of editmg,
modifying and updating as necessary until such time as the City is capable of storing such
information m the City's o�ces Duplicate copies of this information shall be provided to the
C�ty upon its request, and at reasonable cost.
All documents, includmg all reports, drawings, specificat�ons, wmputer softwaze or other
items prepared or furmshed by Consultant pursuant to th�s Agreement, aze mstruments of service
with respect to the pro�ect and aze the propeRy of the C�ty My reuse by the City for other than
the specific purpose intended will be at City's sole risk.
C. Consultant to Maintain Records to Sunoort Indenendent Consultant Status: On the
effective date of this Agreement (or shortly thereafter), Consultant shall:
1. File a schedule of expenses w�th the Internal Revenue Service for the type of
busmess Consultant conducts;
2. Establish an account w�th the Washington State Department of Revenue and other
necessary state agencies for the payment of all state taxes normally paid by
employers, register to recerve a unified busmess identifier number from the State
of Washington; and
3. Mamtain a sepazate set of books and records that reflect all items of income and
expenses of Consultant's business, all as descnbed in the Revised Code of
Washington (RCV� Section 51 O8 195, as required to show that the serv�ces
performed by Consultant under this Agreement shall not give rise to an employer-
employee relationship between the parties which is subject to RCW T�de 51,
[ndustnal Insurance.
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D. Work Performed at ConsultanYs Risk: Consultant shall take all precaut�ons necessary
and shall be responsible for the safety of its employees, agents, and sub-Consultants in the
performance of the work hereunder and shall ut�l�ze all protect�on 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 m Bremerton, Washington. Meetings with the Ciry staf�' 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 Aereement: Th�s Agreement and its Exhibits constitutes the entire agreement
between the Part�es, and the Parties acknowledge that there aze no other agreements, wntten or
oral, that have not been set forth in the text of this Agreement
G. Severabilitv: 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.
[. Written Notices. All communications regarding this Agreement shall be sent to the
parhes at the addresses listed below by registered or lst 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 wnting.
City Address
Mayor
City of Bremerton
345 6'� Street, Su�te 600
BremeRon, WA 98337
Consultant Address
Executive Director
Kitsap Economic
Development Alliance
4312 Kitsap Way, Su�te 103
Bremerton, WA 98312
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 warver of any other nght or power.
K. Non-Waiver of Breach: The failure of the City to insist upon stnct performance of
any of the covenants and agreements contained herein, or to exerc�se any option herein conferred
in one or more instances shall not be construed to be a waiver or relinquishment of sa�d
covenants, agreements or options, and the same shall be and remain in full force and effect
L Comoliance with Laws: Consultant shall comply with all applicable Federal, State, and
local laws m performing its obligations under this Agreement.
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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 Counry Superior Court.
N Attornevs' 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. Assienment: Any assignment of this agreement by the Contractor without the written
consent of the City shall be void.
VIII. Nondiscriminarion: Consultant shall not discnmmate in employment or services to the
pubhc on the basis of race, color, national origin, sex, sexual orientarion, religion, age, mantal
status, or disability, except for employment actions based on bona fide occupational
qualification.
IX. Termination: Tlus Agreement may be terminated, at will, by either Party upon sixty (60)
days notice to the other Party This Agreement may be �mmed�ately termmated for cause by a
Party if the other Party substantially fails to perform tivough no fault of the terminatmg 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. Notice by
Consultant shall include a report showmg the status of all items listed in the Scope of Work
current through the termination date.
If the Crty 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
complehon of the work, the City may summanly terminate this Agreement Terminat�on shall be
effectrve ten calendar days after Consultant's receipt of the written notice by cert�fied mail.
A. Excusable Delavs. The nght of Consultant to proceed shall not be terminated nor shall
Consultant be charged with liquidated damages for any delays in the complet�on of the work due
to. 1) any acts of the federal govemment in controlling, restricting, or requisihomng matenals,
eqwpment, 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 parhes at the time of the execution of the Agreement that aze
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 seventy. PROVIDED,
HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in
writing of the cause of the delay. [f, on the basis of the facts and the terms of ttvs Agreement,
the delay is properly excusable, the City shall, in writing, extend the time for completing the
work for a penod of time commensurate with the period of excusable delay.
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B. Riehts Unon Termination: In the event of termination, the City shall pay for all
services performed by the Consultant to the effective date of termmation, as described on a final
invoice submitted to the City. After termination, the City may take possess�on of all records and
data wrthin the Consultant's possession pertaming to this project which may be used by the City
without restnction. Any such use not related to the project which Consultant was contracted to
perform shall be without liabil�ty or legal exposure to the Consultant.
CITY OF BREMERTON
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By. Pa nt
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Date: �� — -� — ��
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KITSAP ECONOMIC
DEVELOPMENT ALLIANCE
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By: `ri�L�. S. Sr� wif2�
its: Executive Director
Date: p/ o 7y i/
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R U.egal\Legal\Contracts�FINANCEUCrtsap Econom�c Development Alhance - PSA 2010 doc
Bremerton/K�tsap Economic Development Alliance - 2011
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AGREEMENT FOR ECONOMIC DEVELOPMENT SERVICES
ATTACHMENT"A"
SCOPE OF SERVICES
Purposes of the agreement
1 To promote diversification of the Kitsap community's pnmary �ob base and to integrate its economy into the
national and worid economies (Pnmary �obs produce goods or services sold to purchasers outside the community
and thereby bnng in new disposable income )
2 Continue to retain existing employment, expand exisUng employers' operations, and promote selected new
employment opportuniGes, which, in most cases, means commercial, high technology or light industrial investments
leading to new primary �obs
3 Continue efforts to create and retain primary �obs for workers displaced from the defense industnes and
promote employment for low and moderate-mcome famdies
4 Measure and support the City of Bremerton's efforts to promote economic wtality and development within the
city by providing the followmg services
a Produce wntten quarterly and annual Economic Development Actrvity Reports Provide more
BremeRon-specific business retention, expansion and recrwtment data including Bremerton-specific economic
impacts and the value of potential investments Indicate how many contacts, if any, were referred to which Kitsap
Business Development Consortwm (KBDC) members b Consult with the City of Bremerton on business
incentives including SBA HUB zones, the State of WA CEZ, New Market Tax Credits, State of WA sales tax
exempt�ons and City of Bremerton business incentive programs to support policy analysis, policy formulation and
lobbying efforts
c Consult with the City of Bremerton on the creation and distribuhon of business reten�on, expansion
and recrwtment information including brochures, flyere, web pages, etc
5 Provide leadership and coordination in relation to Kitsap 20/20 Strategic Plan to
a Educate public officials, the private sector and the general public about economic development issues
related to pnmary �obs
b Develop marketing to, and case-by-case activibes with, entrepreneurs who can deade to keep or
expand their businesses within the community, or who can decide to bring their businesses here This includes
extending marketing efforts to attract and recrwt new business prospects that will diversify opporturnties for
employment It also mcludes prowding confidential assistance to companies �nnth retention issues or expansion plans,
to local start-up companies seekmg business assistance, and to businesses recrwted to the community
c Develop land use plans and regulations that permit orderly growth This mcludes continued support to
faalitate a streamlined permittmg process for the several �urisdict�ons withm the commun�ty
d Maintain an inventory of land available far pnmary employers
e Develop the physical infrastructure (e g roads, telecommunications) and social mfrastructure (e g
training and health systems) needed by businesses and their employees This includes continuing to work with both
public and pnvate partners in the conhnued designation, development, implementat�on, and delivery of infrastructure
to industnal lands
6 Continue droersification and integration efforts in the preceding work elements through support of volunteer
committees of the Board of Directors of the Kitsap Economic Development Alliance
7 Provide a quarterly wntten report of progress and bnef the Mayor and Cdy Counal concerrnng reported
progress Identify benefits accruing to the City of Bremerton, its businesses and its residents relative to the above
work elements, to the extent feasible Prowde mformation regularly regarding economic development issues (with the
current form of communication being the Mondav Momina Over Coffeel
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