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5042
MAURICE CORREIA dba HOT DIGITY DOG
Parks & Recreation Concessions & Vending
Parks
LEG 12-1
6/13/2011
12/31/2011
10/31/2011
a �l � t��j
PROFESSIONAL SERVICES AGREEMENT
(Pazks & Recreation Concessions and Vending)
The City of Bremerton ("Crty") and Maurice Correia (dba: Hot Digitv Dogl
("Concessionaire"), referred to collectively as the "Parties", enter into the followmg Agreement
for professional services:
I. Scope: The Concessionaire agrees to provide concessionaire service at the location
idenrified in Attachment A The Scope of Work may be modified only pursuant to Section IX
(E) or Section XI of ttus Agreement. If the Scope of Work provides for unspecified additional
services such services shall only be performed upon express wntten request of the City.
Concessionaire further represents that the services furnished under this Agreement will be
performed in accordance with generally accepted professional practices in effect at the t�me such
services aze performed.
II. Term: The contract penod begms June 13. 2011 and terminates on December 31. 2011
The term of this contract may be modified only pursuant to Section IX or Section XI of this
Agreement.
III. Consideration: In exchange for the concession right and privilege granted herein for the
term as specified, the Concessiona.�re shall pay the City 5% of total gross pre-tax concession
and catering sales at the approved locahon identified in attached Attachment A. Concession
lease payments and Revenue Reports are due 10 days after the month of sale.
IV. Licenses, Permits, and Inspections: The Concessionaire shall maintain, at theu own
expense, all business licenses, health department pemuts and governmental permrts and
certificates necessary for conducting business in Bremerton and Kitsap County. Concessionaire
shall provide copies of current licenses and permits to the Department pnor to operating on City
property. The Concessionaire shall allow the Bremerton-Kitsap County Health Department to
make regulaz and ordinary inspections of its facilities and equipment as said Health Department
may deem proper.
V. Washington State Leasehold Excise Taxes
Washington State Leasehold Excise Taxes are not part of the Concession Fee Payment descnbed
herein. Payment of Washington State Leasehold Excise Tax shall not be combined with
Concession payment and shall be listed as a sepazate rtem on all accounting, billmg, statements
and check stubs. The Concessionau�e shall remrt to the City with each Concession Fee payment
the appropriate payment for Washington State Leasehold Excise Taxes.
Page 1 of 6
VI. Relationship of Parties: Concessionaire represents that it is skilled m the matters
addressed in the Scope of Work and is performmg independent functions and responsibilities
within its field of expertise. Concessionaire and its personnel are independent contractors and
not employees of the City. Concessionaire and its personnel have no authonty to bind the City
or to control the City's employees and other contractors. None of the benefits provided by the
City to its employees, including but not limited to, compensation, insurance, and unemployment
insurauce are available from the City to the employees, agents, representatives, or sub-
contractors of the Concessionaire. Concessionaire will be solely and entirely responsible for its
acts and for the acts of Concessionaire's agents, employees, representatives and sub-contractors
during the performance of this Agreement The City may, during the term of ttus Agreement,
engage other independent concessionaires to perform the same or similaz work at times and
locations where the Concessionaire chooses not to open the concession as defined in this
Agreement.
As an independent contractor, Concessionaire is responsible for its own management.
The City's administration and enforcement of this Agreement sha11 not be deemed an exercise of
managerial control over Concessionaire or rts personnel.
As an independent contractor, Concessionaire is responsible for payment of all taxes and
licensing fees necessary to perform its obligation under this Agreement. These taxes and fees
include but aze not limited to State industrial insurance, Business and Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the Crty have been
declazed delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Concessionaire.
VII. Indemnification: Concessionaire shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, in�uries, damages,
losses or swts, mcluding all legal costs and attomey fees, azising out of or m connection with the
performance of this Agreement, except for that portion of the mjuries 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
deternune that this Agreement is subject to RCW 4.24.115, then, m the event of liability for
damages arising out of bodily m�ury to persons or damage to property caused by or resulting
from the concurrent negligence of the Concessionaire and Crty, its officers, officials, employees,
agents and volunteers, the Concessionaire's liability hereunder shall be only to the extent of the
Concessionaire's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT TI�
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONCESSIONAIRE'S
WANER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLEY
FOR THE PLTRPOSE OF THIS INDEMNIFICATION. 'THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLy NEGOTIATED THIS WANER.
The provisions of this section shall survive the expiration or termination of this Agreement.
Page 2 of 6
VIII. Insurance: The Concessionaire shall procure and ma.intain for the duration of the
Agreement, msurance against claims for in�unes to persons or damage to property which may
arise from or m connection v�nth the performance of the work hereunder by the Concessionaire,
its agents, representatives, employees, and sub-contractors
Before beginning work as described in this Agreement, the Concessionaire shall provide
a Certificate of Insurance evidencing:
1. Commercial General Liabilitv insurance wntten on an occunence basis wrth limits no
less than $1,000,000 combined single limrt per occurrence and general aggregate for
personal in�ury, bodily mjury and property damage. Coverage shall include but not be
limited to• blanket contractual; products/completed operations/broad form property
damage, explosion, collapse and underground (XCU) if applicable; and employer's
liability; and
2. Excess Liabilitv insurance vv�th lunits not less than $1,000,000 limit per occurrence and
aggregate.
Any payment of deduct�ble or self insured retention shall be the sole responsibility of the
Concessionaire.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (�f required), which may be provided on a"claims-made" basis The City
shall be named as an additional insured on the Commercial General Liability msurance policy, as
respects work performed by or on behalf of the Concessionaire and a copy of an endorsement
that is acceptable to the City, which names the Crty 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 nght to reject any
unacceptable policies and/or endorsements.
The Concessionaire's Commercial General Liabil�Ty insurance shall contam a clause
statmg the coverage shall apply separately to each insured against whom claim is made or suit is
brought, except v�nth respects to the limits of the insurer's liability.
The Concessionaires' insurance shall be primary insurance as respects the City and the
City shall be given thirty (30) days prior wntten notice by certified mail, return receipt requested,
of any cancellat�on, suspension or matenal change in coverage.
The City also
proof of coverage in
evidence of coverage.
reserves its unqualified nght to reqlure at any time and for any reason,
the form of a duplicate of the insurance policy with all endorsements as
Page 3 of 6
IX. General Conditions:
A. Reports and Information: When requested by the City, Concessionaire 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. Concessionaire shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all revenue. Concessionaire shall fiurush revenue reports with the Concession fee
payment due 10 (ten) days after month of sale.
B. Work Performed at Concessionaire's Risk: Concessionaire shall take all precautions
necessary and shall be responsible for the safety of its employees, agents, and sub-contractors in
the performance of the work hereunder and shall utilize all protection necessary for that purpose.
All work shall be done at Concessionaire's own risk, and Concessionaire shall be responsible for
any loss of or damage to matenals, tools, or other articles used or held for use in connection with
services provided pursuant to this Agreement.
C. Entire Agxeement: This Agreement and its Exlubits constitutes the entire agreement
between the Parties, and the Parties acknowledge that there aze no other agreements, written or
oral, that have not been set forth in the text of this Agreement.
D. Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement shall remaui in full force and effect.
E. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
F. Written Notices: All communications regazding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1� 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
Bremerton Pazks & Recreation
680 Lebo Blvd.
Bremerton. WA 98310
Concessionaue Address
Maurice Correia
dba• Hot Di�tv Dog
2729 Schley Blvd.
Bremerton. WA 98310
G. 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.
Page 4 of 6
H. Non-Waiver of Breach: The failure of the Crty to insist upon stnct 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
I. Compliance wrth Laws: Concessionaire shall comply with all applicable Federal, State,
and local laws in performing its obligations under tlus Agreement
J. Choice of Law and Venue: This Agreement shall be interpreted according to the laws
of the State of Waslungton. Any �udicial action to resolve disputes ansing out of this Agreement
shall be brought m Krtsap County Supenor Court
K. 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.
L. Assi�nment: Any assignment of this agreement by the Concessionaire without the
written consent of the City shall be void
X. Nondiscrimination: Concessionaire shall not discriminate in employment or services to
the public on the basis of race, color, national ongm, sex, religion, age, mantal status, sexual
onentation, or disability, except for employment actions based on bona fide occupational
qualification
XI. Termination: This Agreement may be terminated, at will, by either party upon thirty
(30) days wntten notice. '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 wrthin five
(5) days of the terminating Party's sending notice to the non-performing Party
If the City receives reimbursement by any federal, state, or other sowce for work
described in Section I herein, and that funding is withdrawn, reduced or lumted in any way, or
the project is cancelled or substantially reduced after the execuhon date of this Agreement and
pnor to the complehon of the work, the City may summanly terminate this Agreement
A Ri�hts Upon Termination In the event of termmation, the City shall be entitled to
reports shov�nng the status of all rtems listed in the Scope of Work current through the
temunation date.
B. Surrender of Premises and Removal of Propertv• Upon termination or expiration of
this Agreement, the Concessionaire shall remove all equipment, supplies and merchandise from
the Premises by January 15�' of the year follawing this Agreement expires or v�nthin fourteen
(14) days of termination of this Agreement
Page 5 of 6
The Concessionaire shall maintain and leave the area identified in Attachment A in a clean
condition ensuring that the area free of food and beverage spills and all garbage and food items
are removed.
CONCESSIONAIRE
Maurice Correia dba: ot Di i Do
Byr�m i��i�.��G'� �G�•-'
its: � l�J �J E R
Date:__ 6 /2 7 / / �
Page 6 of 6
CITY OF BREMERTON
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