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HomeMy WebLinkAbout5132Contract Number Vendor Sub�ect. Department File Class Begin Date• End Date Review Date Vault Date. 5132 KITSAP ECONOMIC DEVELOPMENT ALLIANCE PSA -- Economic Development Services Mayor LEG 12-1 � 1/1/2012 12/31/2012 , 2014 Comments PROFESSIONAL SERVICES AGREEMENT Kitsap Economic Development Alliance The City of Bremerton ("City") and Kitsap Economic Development Alliance ("Consultant"), referred to collectively as the "Parties," enter into the followmg Agreement for professional services I. Scope: The Consultant agrees to perform the services more specifically descnbed in the Scope of Work attached hereto as Exhibit A, which is incorporated by reference herem The Scope of Work may be modified only pursuant to Section VII H of this Agreement If the Scope of Work provides for unspecified addrtional services such services shall only be performed upon the express written request of the City Consultant further represents that the services furmshed under this Agreement will be performed in accordance wrth generally accepted professional practices m effect at the time such services are performed II. Term: The City and the Consultant agree that work v�nll begin on the tasks descnbed m Exhibit A on January 1, 2012 The parties agree that the work described in Exhibit A is to be completed by December 31, 2012 III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant Three Thousand Seven Hundred Fifty and No/100 Dollazs ($3,750 00) per calendar quarter Total compensation shall not exceed Fifteen Thousand and No/100 Dollars ($15,000) for 2012 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 addrtional services if requested pursuant to Section I The Consultant shall submit regular billmg statements detailmg work performed and amount charged on each task or portion thereof The descnptions 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 pnoritize scoped work and accelerate and/or delay work tasks under the time frame set forth m Section II herein If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance Such wrthholding 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 wrtlun 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 Crty to rts Bremerton/Kitsap Economic Development Alliance Page 1 of 9 employees, includmg, but not lunited to, compensation, insurance, and unemployment msurance are available from the Crty 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 dwmg the performance of this Agreement The City may, durmg the term of this Agreement, engage other mdependent Consultants to perform the same or similar work As an independent Consultant, Consultant is responsible for its own management The City's admirustration 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 rts obligations under this Agreement These taxes and fees include but are not limited to State industnal msurance, Busmess & Occupation, State professional licensing, and City busmess 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 delmquency, from any payments due Consultant V. Indemnification: Consultant shall defend, mdemmfy and hold the City, rts officers, officials, employees, agents and volunteers harmless from any and all claims, m�unes, 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 mJunes 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 mdemmfication Should a court of competent �unsdiction determine that this Agreement is sub�ect to RCW 4 24 115, then, in the event of liabilrty for damages arising out of bodily mJury to persons or damages to property caused by or resultmg from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liabilrty 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 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 termmation of this Agreement VI. Insurance: The Consultant shall procure and mamtain for the duration of the Agreement, insurance against claims for m�uries to persons or damage to property which may anse from or m connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants Bremerton/Kitsap Economic Development Alliance Page 2 of 9 Before beginrung work on the pro�ect described m this Agreement, the Consultant shall provide a Certificate of Insurance evidencmg: 1. Automobile Liabilitv insurance with limrts no less than $1,000,000 combined smgle limit per accident for bodily in�ury and property damage; and 2. Commercial General Liability msurance wntten on an occurrence basis wrth limrts no less than $1,000,000 combined smgle limrt per occurrence and general aggregate for personal in�ury, bodily in�ury and property damage Coverage shall mclude 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 3. Excess Liabilitv msurance with limits not less than 1,000,000 limit per occurrence and aggregate 4. Professional Liabilitv insurance with limits no less than $1,000,000 limit per occurrence/claim Any payment of deductible or self msured retention shall be the sole responsibilrty of the Consultant All required policies shall be provided on an "occurrence" basis except professional liabilrty insurance (if required), which may be provided on a"claims-made" basis The City shall be named as an addrtional 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 Crty, which names the City as an additional msured shall be attached to the Certificate of Insurance The Crty reserves the nght to receive a certified copy of all the required insurance policies and endorsements The City further reserves the nght to re�ect any unacceptable policies and/or endorsements The Consultant's Commercial General Liabilrty insurance shall contain a clause statmg that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limrts of the insurer's liability The Consultant's msurance shall be pnmary msurance as respects the City and the Crty shall be given thirty (30) days pnor wntten notice by certified mail, return receipt requested, of any cancellation, suspension or material change m 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 wrth 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 tlus Agreement The reports and documents shall be furnished in the time and form requested Consultant shall mamtam Bremerton/Kitsap Economic Development Alliance Page 3 of 9 accounting records in accordance wrth Generally Accepted Accounting Pnnciples (GAAP) to substantiate all billed amounts B Ownership and Use of Records and Documents Ongmal documents, drawmgs, designs and reports, includmg those in electroruc format, developed under this Agreement are the property of the Crty All wntten information submitted by the City to the Consultant in connection with the services performed by the Consultant under tlus Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguazds like information relating to its own business. The information furnished by the Crty shall only be used by the Consultant to perform work under tlus agreement If such mformation is publicly available or is already in Consultant's possession or known to it, or is nghtfully obtamed by the Consultant from third parties, Consultant shall bear no responsibilrty for its disclosure, madvertent or otherwise All data, documents and files created by Consultant under tlus Agreement may be stored at Consultant's office m Bremerton, Washmgton Consultant shall make such data, documents, and files available to the Crty 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 stonng such mformation 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, includmg all reports, drawmgs, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the pro�ect and are the property of the Crty Any reuse by the City for other than the specific purpose intended will be at Crty's sole nsk C Consultant to Mamtain Records to Supnort Independent Consultant Status On the effective date of this Agreement (or shortly thereafter), Consultant shall 1 File a schedule of expenses with the Internal Revenue Service for the type of busmess Consultant conducts; 2 Establish an account with the Washington State Department of Revenue and other necessary state agencies for the payment of all state taxes normally paid by employers, register to receive a unified busmess identifier number from the State of Washington, and 3 Maintain a separate set of books and, records that reflect all items of mcome and expenses of Consultant's business, all as described m the Revised Code of Washmgton (RCV� Section 51 08 195, as required to show that the services performed by Consultant under this Agreement shall not give rise to an employer- employee relationship between the parties which is sub�ect to RCW Trtle 51, Industrial Insurance D 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 Bremerton/Kitsap Economic Development Alliance Page 4 of 9 performance of the work hereunder and shall utilize all protection necessary for that purpose All work shall be done at Consultant's own nsk, 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 authonzed under this Agreement at its offices in Bremerton, Washmgton. Meetmgs with the Crty staff as descnbed 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 Agreement This Agreement and rts Exhibrts constitutes the entire agreement between the Parties, and the Parties acknowledge that there are 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 I 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 m wrrtmg Crty Address Mayor City of Bremerton 345 6` Street, Suite 600 Bremerton, WA 98337 Consultant Address Executive Director Krtsap Economic Development Alliance 4312 Kitsap Way, Suite 103 Bremerton, WA 98312 J Waiver Failure to enforce any provision of tlus Agreement shall not be deemed a waiver of that provision Waiver of any nght or power arismg out of this Agreement shall not be deemed waiver of any other right 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 herem, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of svd covenants, agreements or options, and the same shall be and remam in full force and effect L Compliance wrth Laws• Consultant shall comply wrth all applicable Federal, State, and local laws in performing its obligahons under this Agreement Bremerton/Kitsap Economic Development Alliance Page 5 of 9 M Choice of Law and Venue This Agreement shall be interpreted according to the laws of the State of Washmgton Any Judicial action to resolve disputes ansmg out of tlus Agreement shall be brought m Kitsap County Superior Court N Attorne,ys' Fees In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all rts own costs and attorney's fees O Assi�nment Any assignment of this agreement by the Contractor without the written consent of the City shall be void VIII. Nondiscrimination: Consultant shall not discnmmate in employment or services to the public on the basis of race, color, national origm, sex, sexual onentation, religion, age, mantal status, or disability, except for employment actions based on bona fide occupational qualification , IX. Termination: This Agreement may be terminated, at will, by either Party upon sixty (60) days notice to the other Party This Agreement may be immediately termmated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non-performmg Party does not commence correction of the failure of performance withm thirty (30) days of the terminatmg Party's sendmg notice to the non-performing Party Notice by Consultant shall include a report showmg the status of all items listed m the Scope of Work current through the terminahon date If the City receives reimbursement by any federal, state, or other source for work descnbed in Section I herein, and that funding is withdravtm, reduced or limited in any way, or the pro�ect is cancelled or substantially reduced after the execuhon date of this Agreement and pnor to the completion of the work, the City may summanly termmate this Agreement Termination shall be effective ten calendar days after Consultant's receipt of the written notice by certified mail A Excusable Dela,� The nght of Consultant to proceed shall not be termmated nor shall Consultant be charged with liquidated damages for any delays m the completion of the work due to 1) any acts of the federal government m controlling, restncting, or requisrtioning matenals, 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 causmg 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, includmg, 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 witlun ten (10) calendar days m 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 completmg the work for a period of time commensurate wrth the period of excusable delay B Rights Upon Termination In the event of termination, the Crty shall pay for all services performed by the Consultant to the effective date of termmation, as descnbed on a final Bremerton/Kitsap Economic Development Alliance Page 6 of 9 0 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 pro�ect which may be used by the City w�thout restriction Any such use not related to the pro�ect which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant CITY OF BREMERTON By P rts 1� Date _«_� �i • • - � - .w. !�� ' . -- ..i�' _ �� -r A� i �' • � • KITSAP ECONOMIC DEVEL.OPMENT ALLIANCE its Executive D�or Date O' 7 . /a � � 2 .• .�,. �! --- R\Lcgal\Legal\Contracts\FINANCE�ICitsap Economic Development Alhance - PSA 2012 doc a � Bremerton/Kitsap Economic Development Alliance Page 7 of 9 AGREEMENT FOR ECONOMIC DEVELOPME S ERVI CE S ATTACHMENT "A" SCOPE OF SERVICES Purposes of the agreement 1 To promote diversification of the Kitsap commurnty's primary �ob base and to mtegrate its economy into the national and worid economies (Pnmary Jobs produce goods or services sold to purchasers outside the community and thereby bring m new disposable income ) 2 Continue to retain existing employment, expand existmg employers' operations, and promote selected new employment opportunities, 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 industries and promote employment for low and moderate-income famdies 4 Measure and support the City of Bremerton's efforts to promote economic vitality and development within the city by prowding the following services a Produce written quarterly and annual Economic Development Activity Reports that include the number and types of businesses currently licensed within the city limits by NAICS codes Provide more Bremerton-specific busmess retention, expansion and recruitment data includmg Bremerton-specific economic impacts and the value of potential investments Indicate how many contacts, if any, were referred to which Kitsap Business Development Consortium (KBDC) members b Consult with the City of Bremerton on busmess incentives including SBA HUB zones, the State of WA CEZ, New Market Tax Credits, State of WA sales tax exemptions and City of Bremerton business incentive programs to support policy analys�s, policy formulation and lobbying efforts c Consult with the City of Bremerton on the creation and distnbution of business retention, expansion and recruitment information including brochures, flyers, web pages, etc 5 Provide leadership and coordination in relation to Kitsap 20/20 Strategic Plan to a Educate public officials, the pnvate sector and the general public about economic development issues related to primary �obs b Develop marketing to, and case-by-case activities with, entrepreneurs who can decide 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 recruit new business prospects that will diversify opportunities for employment It also includes providing confidential assistance to comparnes with retention issues or expansion plans, to local start-up companies seeking business assistance, and to businesses recruited to the community c Develop land use plans and regulations that permit orderly growth This includes contmued support to facilitate a streamlined permitting process for the several �urisdictions within the community d Maintain an inventory of land avadable for pnmary empioyers e Develop the physical mfrastructure (e g roads, telecommunications) and social infrastructure (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 continued designation, development, impiementation, and delivery of infrastructure to industnal lands 6 Contmue diversification and integration efforts in the preceding work etements through support of volunteer committees of the Board of Directors of the Kitsap Economic Development Alliance Bremerton/Krtsap Economic Development Alliance Page 8 of 9 7 Provide a quarterly written report of progress and brief the Mayor and City Councd conceming 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 Bremerton/Kitsap Economic Development Alliance Page 9 of 9