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HomeMy WebLinkAbout5190Contract Number• Vendor. Sub�ect. Department File Class Begin Date End Date Review Date Vault Date• Comments 5190 COLUMBIA HOSPITALITY INC TSA -- Transition Agreement Parks LEG 12-1 10/4/2012 12/31/2012 2014 � PROFESSIONAL SERVICES AGREEMENT Columbia Hospitality, Inc. - Transition Agreement The Crty of Bremerton ("City") and Columbia Hosprtahty, Inc , a Washington corporation ("Manager"), referred to collectively as the "Parties," enter mto the followmg Professional Services Agreement dated effective October 4, 2012 I. Scope: The Manager agrees to perform the services more specifically descnbed m the Scope of Work, attached hereto as Exhibit A, which is mcorporated by reference herem The Scope of Work may be modified only pursuant to Section IX I of this Agreement If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express wntten request of the City Manager represents that the services furnished under this Agreement will be performed m accordance with applicable mdushy practices in effect at the time such services are performed II. Term: The City and the Manager agree that work on the tasks descnbed m Exhibit A will be performed from October 4, 2012 through December 31, 2012 III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Manager the amount of $7,000 00 per month for the services to be performed On or before the 1 St day of each month dunng the term of this Agreement, Manager shall submit a monthly billmg statement Upon receipt of a conformmg billmg statement, the City shall promptly make payment Amounts not paid within thirty (30) days of the statement date shall be sub�ect to a late fee equal to the lesser of (a) one and one-half percent (1'h%) per month or (b) the legal maximum rate of mterest Manager 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 Manager shall only be compensated for additional services if requested and agreed upon by the Crty IV. Relationship of Parties: Manager 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 Manager and its personnel are mdependent contractors and not employees of the Crty Manager and rts personnel have no authorrty to bmd the Crty or to control the Crty's employees and contractors None of the benefits provided by the City to its employees, mcludmg, but not limited to, compensation, msurance, and unemployment insurance are available from the City to the employees, agents, representatives, or contractors of the Manager Manager will be solely and entirely responsible for its acts and for the acts of Manager's agents, employees, representatives and contractors dunng the performance of this Agreement As an mdependent contractor, Manager is responsible for rts own management The City's administrahon and enforcement of this Agreement shall not be deemed an exercise of managenal control over Manager or its personnel Gold Mountain Golf Club Transition Agreement As an mdependent contractor, Manager is responsible for payment of all taxes and licensmg fees necessary to perform rts obhgations under this Agreement These taxes and fees include but are not limited to State industrial insurance, Busmess & Occupation, State professional licensmg, and City business licensmg If any taxes or fees due the City have been declared delmquent, the City may withhold the delmquent amount, plus any additional charges ansmg from the delinquency, from any payments due Manager V. Indemnification: (a) Each party shall defend, mdemmfy and hold the other party, its officers, officials, employees, agents and volunteers harmless from any and all claims, m�unes, damages, losses or suits, includmg all reasonable legal costs and attorney fees, ansing or alleged to anse out of or m connection wrth rts performance of this Agreement (b) Should a court of competent �unsdiction determine that this Agreement is sub�ect to RCW 4 24 115, then, m the event of liability for damages ansing out of bodily in�ury to persons or damages to property caused by or resulting from the concunent negligence of the Manager and the Owner, its officers, officials, employees and volunteers, the Manager's liability hereunder shall be only to the extent of the Manager's negligence (c) IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES EACH PARTY'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 (d) The provisions of this section shall survive the expiration or termmation of this Agreement VI. Insurance: Before beginnmg work on the pro�ect descnbed m this Agreement, the Manager shall provide a Certificate of Insurance evidencmg 1. Automobile Liability msurance with limits no less than $1,000,000 combined single limit per accident for bodily in�ury and property damage, and 2. Commercial General Liabilitv msurance wntten on an occurrence basis wrth limrts no less than $1,000,000 combmed smgle limit 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 msurance 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 Manager 2 Gold Mountain Golf Club Transition Agreement All required policies shall be provided on an"occunence" basis except professional liability msurance (if required), which may be provided on a"claims-made" basis The City shall be named as an additional msured on the Commercial General Liability msurance policy, as respects work performed by or on behalf of the Manager and a copy of an endorsement that is acceptable to the City, which names the City as an additional msured shall be attached to the Certificate of Insurance The City reserves the nght to receive a certified copy of all the required msurance policies and endorsements The City further reserves the nght to re�ect any unacceptable policies and/or endorsements The Manager's Commercial General Liability msurance shall contam a clause stating that coverage shall apply separately to each msured agamst whom claim is made or suit is brought, except with respects to the limits of the msurer's liability The Manager's msurance shall be pnmary msurance as respects the City and it shall be an affirmative obligation upon Manager to advise the Crty's Risk Manager by fax at (360) 473- 5161, or by certified mail, return receipt requested to City of Bremerton, attn Risk Management, 345 6�' Street, Surte 600, Bremerton, WA 98337 wrthm two days of the cancellation, suspension or substantive change of any insurance policy set out herem, and failure to do so shall be construed to be a breach of this Agreement The City also reserves its unqualified nght to require at any time and for any reason, proof of coverage m the form of a duplicate of the insurance policy with all endorsements as evidence of coverage VII. Limitations on Scope: The City acknowledges and agrees to the followmg limitations on the scope of services provided hereunder (a) Any and all financial pro�ections prepared by Manager within the scope of services provided under this Agreement are intended solely to assist the City and are not to be relied upon by the City or any other third party as to the accuracy of mformation contamed therem or the results predicted The City acknowledges and agrees that Manager shall not be held responsible by the City or any third party for any divergence between such pro�ections and budgets and actual operatmg results (b) Deliverables, if any, resultmg from the services shall be dated as of the date of complehon Manager is under no obligahon to update the results of its work to mcorporate changes in market conditions or pro�ect concept that occur subsequent to the completion of the services VIII. Limitation of Liability and Warranty: (a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE, 1NCLUDING LOST PROFITS OR FRUSTRATION OF BUSINESS EXPECTATIONS, WHETHER ARISING OUT OF SUCH PARTY'S BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE 3 Gold Mountain Golf Club Transition Agreement (b) THE CITY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR MANAGER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION V OR LIABILITIES ARISING FROM MANAGER'S TORTIOUS CONDUCT, MANAGER AND ITS PERSONNEL SHALL NOT BE LIABLE TO CITY FOR ANY CLAIMS, LIABILITIES OR EXPENSES FOR CLAIMS MADE BY THE CITY RELATING TO THIS AGREEMENT FOR AN AGGREGATE AMOUNT 1N EXCESS OF THE COMPENSATION PAID BY THE CITY TO MANAGER UNDER THIS AGREEMENT (c) EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, MANAGER DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED, STATUTORY, OR IMPLIED, 1NCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT IX. General Conditions: A Reports and Information When requested by the City, Manager shall furnish penodic reports and documents on matters covered by this Agreement The reports and documents shall be furnished m the time and form reasonably requested Manager shall mamtam accounhng records m accordance wrth Generally Accepted Accountmg Pnnciples (GAAP) to substantiate all billed amounts B Representations and Warranties Each Party represents and warrants to the other that (i) such party has the full power and legai nght to execute, perform and observe all of the provision under this Agreement and (u) this Agreement constitutes a valid and bindmg obligation of such party and does not constitute a breach or default under such party's governmg documents or the terms, conditions or provision of any agreement or mstrument to which such party is a party or any applicable law C Confidentialitv All wntten information submrtted by the Crty to the Manager m connection with the services performed by the Manager under this Agreement will be safeguarded by the Manager to at least the same extent as the Manager safeguards like mformation relatmg to rts own busmess If such mformation is publicly available or is already m Manager's possession or known to it, or is nghtfully obtamed by the Manager from third parties, Manager shall bear no responsibility for its disclosure, inadvertent or otherwise D Ownership and Use of Records and Documents All data, documents and files created by Manager under this Agreement may be stored at Manager's office in Seattle, Washington Manager shall make such data, documents, and files available for the City's mspection and review upon its request at all reasonable times for the purpose of editmg, modifying and updatmg as necessary until such hme as the City is capable of stonng such mformation in the City's offices Duplicate copies of this mformation shall be provided to the City upon its request, and at reasonable cost All documents, mcludmg all reports, drawmgs, specifications, computer software or other items prepared or furnished by Manager pursuant to this Agreement exclusively for the Crty's 4 Gold Mountain Golf Club Transition Agreement use, are instruments of service with respect to the pro�ect and are the property of the City Any reuse by the Crty for other than the specific purpose intended will be at Crty's sole r�sk E Work Performed at Manager's Risk Manager shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-Managers m the performance of the work hereunder and shall utilize all protection necessary for that purpose All work shall be done at Manager's own nsk, and Manager shall be responsible for any loss of or damage to matenals, tools, or other articles used or held for use m connection with the work F Place of Work The Manager shall perform the work authonzed under this Agreement at its offices in Seattle, Washmgton Meetmgs wrth the Crty staff as descnbed m Exhibrt A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties G Entire A�reement This Agreement and its Exhibits 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 m the text of this Agreement H Severabilitv Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect I Modificahon This Agreement may only be modified by wntten mstrument signed by both Parties J Wntten Notices All commumcations 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 m this Agreement or such other address as may be hereafter specified m wnting If to Crty Crty of Bremerton City Hall, 345 6th Street, Suite 600 Bremerton, WA 98337 Attention Director of Financial Services Telephone (360) 473-5722 Facsimile 360) 473-5200 If to Manager Columbia Hospitality, Inc 2223 Alaskan Way, Suite 200 Seattle, WA 98121 Attention John Oppenheimer K Waiver Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision Waiver of any nght or power ansmg out of this Agreement shall not be deemed waiver of any other nght or power 5 Gold Mountaii: Golf Club Transition Agreement L Non-Waiver of Breach The failure of the City to msist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred m 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 remam in full force and effect M Compliance with Laws Manager shall comply with all applicable Federal, State, and local laws m performmg rts obligations under this Agreement N Choice of Law and Venue This Agreement shall be mterpreted according to the laws of the State of Washmgton Any�udicial action to resolve disputes arising out of this Agreement shall be brought m Kitsap County Supenor Court O Attorneys' Fees In the event of lingation to enforce any of the terms or provisions herem, each party shall pay all rts own costs and attorney's fees P Assi ng ment Any assignment of this agreement by the Contractor without the wntten consent of the City shall be void, such consent not to be unreasonably withheld or delayed Notwithstandmg the foregomg, Manager may subcontract portions of the services to contractors or subcontractors selected and retamed by Manager m the ordmary course Manager shall remam fully responsible for the acts or omissions of any contractor or subcontractor retamed by Manager to provide services hereunder Q Non-Solicitation The Crty shall not source, recrurt, or solicrt for employrnent wrth the City or any other entity, includmg affiliates of the City, any employee of Manager until the earlier of twenty-four (24) months after the expiration or termmation of this Agreement or twenty-four (24) months after the employee has ceased to be employed by Manager R Cooperation The City and its employees and contractors shall cooperate with Manager m the performance by Manager of its services hereunder, mcluding providing Manager with timely access to data, information and the personnel and consultants of the City X. Nondiscrimination: Manager shall not discnminate in employment or services to the public on the basis of race, color, national ongin, sex, religion, age, mantal status, disability, or sexual onentation except for employment actions based on bona fide occupational qualification XI. Termination: This Agreement shall remain in force until completion and acceptance of the services or termmated by wntten mstrument upon mutual consent This Agreement may be immediately termmated for cause by a Party if the other Party substantially fails to perform through no fault of the terminatmg Party, and the non-performmg Party does not commence correction of the failure of performance wrthm thirty (30) days of the termmating Party's sendmg notice to the non-performmg Party Any Notice by Manager shall include a report showmg the status of all items listed m the Scope of Work current through the termination date A Excusable Delavs The nght of Manager to proceed shall not be terminated nor shall Manager be charged with liquidated damages for any delays in the completion of the work due to 1) any acts of the federal government in controllmg, restnctmg, or requisrtionmg matenals, equipment, tools, or labor by reason of war, national defense, or other national emergency, 2) 0 Gold Mountain Golf Club Transition Agreement any acts of the City or its managers, employees or contractors, 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 Manager, including, but not restricted to, acts of God, fires, floods, stnkes, or weather of unusual seventy PROVIDED, HOWEVER, that the Manager must promptly notify the City withm ten (10) calendar days m wntmg 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, m wntmg, extend the time for completmg the work for a penod of time commensurate with the penod of excusable delay B Ri h� ts Upon Termination In the event of termination, the City shall pay for all services performed by the Manager to the effective date of termmation, as descnbed on a final mvoice submitted to the City After termmation, the Crty may take possession of all records and data prepared by Manager exclusively for the City under this Agreement and within the Manager's possession, which may be used by the City without restnction Any such use not related to the pro�ect which Manager was contracted to perform shall be without liability or legal exposure to the Manager C Survival Notwithstandmg anythmg to the contrary m this Agreement, all provisions of this Agreement that are expressly or by implication to remam m force after the termmation of this Agreement (mcludmg Sections N, V, VII, VIII, IX B— D, IX N, IX O, IX Q, and XI B) will survive the expiration or earlier termmation of this Agreement XII. Duplicate Originals: This Agreement may be ea�ecut�d m duplicate ongmals. CITY OF BREMERTON COLUMBIA HOSPITALITY, INC. f , �= ----� �.. By Patt t By John Oppenheimer rts Ma or rts CEO Date �� � ���� � Date l�c.'f" �i � 20 o'Z.,.,., Approved as to form B merton Ci y Attorney t lerk R \Legal\Legal\F�les\CurrentActiveFiles\GoldMountam\Columb�aHosprtalityAgreement-2012\GoldMountam Profess�onalServicesAgreement(10-2-12)Final doc 7 Gold Mountain Golf Club Transition Agreement Exhibit A Scope of Work A. Sales and Marketing 1 Assist the City with the oversight and direction of group sales and marketmg 2 Completmg a comprehensive annual sales and marketmg plan for 2013 by December 1, 2012 to include a A calendar of special promotions and tournaments b Special packages with area hotels c Cross-marketing and sales strategies with the Kitsap Conference Center team d A focus on weddmgs and social busmess representmg Gold Mountam at wedding shows and addmg it to the Columbia Weddmg Collection e An improved website and digital marketmg with a focus on Facebook, guest messagmg, guest surveys, golf packages, Stay and Play packages, and access to the CH database access f Regular website audit and website search engine optimization g Collaboration wrth Kitsap Visrtor and Convention Bureau and the Seattle Convention and Visitors Bureau h Introduction to CHI key accounts i Includmg Gold Mountam in the CHI sales manager referral program Exposure to cruise passengers at the CTA concierge desk, perhaps provide free golf balls that double as ferry tokens B. Human Resources / Training and Development 1 Interview all current golf course personnel and prepare for transition 2 Prepare new employee onentation for all anticipated golf course personnel 3 Customize golf operations service standard training 4 Conduct service standard traimng for all golf course personnel 5 Identify and tram certified tramers 6 Conduct a second day of onentation for all managers focusing on leadership responsibilrties and processes C. Accounting 1 Audit all present purchasmg agreements with the goal to include Gold Mountam m Manager's national purchasmg agreements and local vendor relationships 2 Create a comprehensive budget by December 1 3 Audit all accounting system hardware/software mcludmg payroll system 4 Develop mternal control systems 5 Develop all purchasmg pohcies/procedures 6 Assist the City m acquir�ng or transfemng all necessary operatmg licenses and permits 7 Develop appropnate nsk management programs 8 Assist the Crty m establishmg appropnate bankmg relationships/support D. Technology 1 Audit all commumcation systems 2 Audit all mformation technology hardware software 3 Audit all computer mamtenance agreements 4 Audrt PCI comphance 5 Provide a multiyear capital replacement plan E. Food and Beverage 1 Review and revise food and beverage concepts, menus and standard operating procedures 2 Review food and beverage cost control systems 3 Develop menu item standards and recipes 4 Review food handlmg processes and kitchen cleanliness standards F. Maintenance 1 Auditmg the property's mechamcal systems and equipment and provide a multiyear capital plan G. Additional Tasks 1 Assist the City in conductmg and preparmg an mventory of all FFE 2 Assist the City m valumg the mventory of the pro shop and food and beverage 3 Audit all utility accounts (water, electnc, telephone, alarm, etc ) 4 Develop a technology support agreement so that it is clear what the responsibilities are of each party relative to computers, software, point of sale system, etc