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HomeMy WebLinkAbout5257Contract Number Vendor: Sub�ect Department: File Class Begin Date: End Date Review Date Vault Date: Comments • 5257 KITSAP ECONOMIC DEVELOPMENT ALLIANCE PSA - Economic Development Mayor LEG 12-1 1/1/2013 12/31/2013 2015 PROFESSIONAL SERVICES AGREEMENT Kitsap Economic I)evelopment Alliance The City of Bremerton ("Crty") and Krtsap Econorruc Development Alliance ("Consultant"), referred to collectrvely as the "Parties," enter into the followmg Agreement for professional services I. Scope: The Consultant agrees to perform the services more specifically described m the Scope of Work attached hereto as Exhibit A, wluch is mcorporated by reference hereui The Scope of Work may be modified only pursuant to Section VII H of tlus Agreement If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the Crty Consultant further represents that the services furmshed under this Agreement will be performed m accordance wrth generally accepted professional practices m effect at the tune such services are performed II. Term: The Crty and the Consultant agree that work will begm on the tasks described in Exlubrt A on January 1, 2013 The parties agree that the work descnbed m Exlubrt A is to be completed by December 31, 2013 III. Compensation: In consideration of the services provided pursuant to tlus 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 Fifteen Thousand and No/100 Dollars ($15,000) for 2013 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 tlus Agreement Consultant shall only be compensated for additional services if requested pursuant to Section I The Consultant shall submit regular billmg statements detailuig work performed and amount charged on each task or portion thereof The descriptions shall conform to and fall withul the categones set out m the Scope of Work and/or Fee Schedule Upon receipt of a confornung billmg statement, the Crty shall promptly process payment PROVIDED, HOWEVER, the City reserves the right to priorrtize scoped work and accelerate and/or delay work tasks under the tune frame set forth m Section II herem If a bilhng statement does not conform to this Agreement, the Crty may wrthhold payment until the statement �s brought mto compliance Such withholding does not relieve Consultant of rts obligations under tlus Agreement IV. Relationship of Parties: Consultant represents that rt is skilled m the matters addressed ui the Scope of Work and is perfornung independent functions and responsibilrties wrtlun its field of expertise Consultant and rts personnel are mdependent Consultants and not employees of the Crty Consultant and rts personnel have no authorrty to bmd the Crty or to control the Crty's employees and other Consultants None of the benefits provided by the City to rts Bremerton/ICrtsap Economic Development Alhance Page 1 of 9 employees, includmg, but not lumted to, compensation, msurance, and unemployment uisurance are available from the Crty to the employees, agents, representatives, or sub-Consultants of the Consultant Consultant will be solely and ent�rely responsible for rts acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants durmg the performance of this Agreement The City may, durmg the term of this Agreement, engage other mdependent Consultants to perform the same or sunilar work As an independent Consultant, Consultant is responsible for rts own management The Crty's admimstration and enforcement of tlus Agreement shall not be deemed an exercise 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 mclude but are not lumted to State mdustnal msurance, Busmess & Occupation, State professional licensmg, and Crty busmess licensmg If any taxes or fees due the City have been declared delmquent, the Crty may wrthhold the delinquent amount, plus any addrtional charges arismg from the dehnquency, from any payments due Consultant V. Indemnification: Consultant shall defend, uidemmfy and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all clauns, in�uries, damages, losses or suits, mcluding all legal costs and attorney fees, arismg out of or m connection wrth the performance of tlus Agreement, except for that portion of the m�uries and damages caused by the Crty'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 �urisdiction deternune that this Agreement is sub�ect to RCW 4 24 115, then, m the event of liabilrty for damages arismg out of bodily m�ury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, rts 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 1NDEMNIFICATION THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER The provisions of th�s section shall survive the exp�ration or termuiation of tlus Agreement VI. Insurance: The Consultant shall procure and mamtaui for the duration of the Agreement, msurance agamst claims for m�uries to persons or damage to property wluch may arise from or m connection wrth the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants Bremerton/ICrtsap Econorruc Development Alliance Page 2 of 9 Before beguuimg work on the pro�ect described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencmg 1. Automobile Liabilitv uisurance wrth limits no less than $1,000,000 combmed suigle limit per accident for bodily ui�ury and property damage, and 2. Commercial General Liabilitv msurance written on an occurrence basis wrth limrts no less than $1,000,000 combmed single limit per occurrence and general aggregate for personal m�ury, bodily m�ury and property damage Coverage shall mclude but not be limited to blanket contractual, products/completed operations/broad form property damage, and employer's habilrty, and 3. Excess Liabilitv msurance wrth limits not less than 1,000,000 hmit per occurrence and aggregate 4. Professional Liabilitv uisurance with limrts no less than $1,000,000 lunrt per occurrence/claim Any payment of deductible or self msured retention shall be the sole responsibilrty of the Consultant All requ�red pohcies shall be provided on an"occurrence" basis except professional liability msurance (if requ�red), which may be provided on a"claims-made" basis The Crty shall be named as an additional insured on the Commercial General Liabilrty msurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that �s acceptable to the City, wluch names the City as an addrtional insured shall be attached to the Certificate of Insurance The City reserves the right to receive a certified copy of all the requ�red insurance policies and endorsements The Crty further reserves the right to reJect any unacceptable policies and/or endorsements The Consultant's Commercial General Liability insurance shall contam a clause statmg that coverage shall apply separately to each insured agau�st whom claim is made or suit is brought, except wrth respects to the limrts of the insurer's liabilrty The Consultant's msurance shall be primary msurance as respects the City and the Crty shall be given thu-ty (30) days prior wntten notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage The City also reserves rts unqualified right to requ�re at any tune and for any reason, proof of coverage ui the form of a duplicate of the msurance pohcy with all endorsements as evidence of coverage VII. General Conditions: A Reports and Information When requested periodic reports and documents on matters covered documents shall be furrushed m the tune and form by the City, Consultant shall furmsh by this Agreement The reports and requested Consultant shall maintain Bremerton/Krtsap Economic Development Alliance Page 3 of 9 accountmg records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts B Ownership and Use of Records and Documents Origmal documents, drawulgs, designs and reports, uicluduig those ul electromc format, developed under this Agreement are the property of the Crty All wrrtten information submrtted by the City to the Consultant m 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 safeguards lilce mformation relatmg to rts own business The mformation furmshed 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 m Consultant's possession or known to it, or is rightfully obtained by the Consultant from tlurd parties, Consultant shall bear no responsibility for its disclosure, madvertent or otherwise All data, documents and files created by Consultant under this Agreement may be stored at Consultant's offce m Bremerton, Waslungton Consultant shall make such data, documents, and files available to the Crty upon rts request at all reasonable tunes for the purpose of edrtmg, modifying and updatmg as necessary until such tune as the Crty is capable of stormg such mformation m the City's offices Duphcate copies of tlus mformation shall be provided to the Crty upon rts 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 mstruments of service with respect to the pro�ect and are the property of the Crty Any reuse by the Crty for other than the specific purpose mtended will be at Crty's sole r�sk C Consultant to Mamtam Records to Su�port Independent Consultant Status On the effective date of th�s Agreement (or shortly thereafter), Consultant shall 1 File a schedule of expenses wrth the Internal Revenue Service for the type of busmess Consultant conducts, 2 Estabhsh an account wrth the Waslungton State Department of Revenue and other necessary state agencies for the payment of all state taxes normally paid by employers, register to receive a urufied business identifier number from the State of Waslungton, and 3 Maintain a separate set of books and records that reflect all rtems of income and expenses of Consultant's busmess, all as described m the Revised Code of Waslungton (RCV� Section S 1 08 195, as requ�red to show that the services performed by Consultant under tlus 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 m the performance of the work hereunder and shall utilize all protection necessary for that purpose All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss Bremerton/Krtsap Econorruc Development Alliance Page 4 of 9 of or damage to materials, tools, or other articles used or held for use in connection wrth the work E Place of Work The Consultant shall perform the work authonzed under tlus Agreement at its offices m Bremerton, Washington Meetmgs wrth the Crty staff as described m Exhibrt A, Scope of Work, shall take place at the Crty's offices, or at locations mutually agreed upon by the parties F Ent�re A�reement Tlus Agreement and rts Exhibrts constrtutes the ent�re agreement between the Parties, and the Parties acknowledge that there are no other agreements, wrrtten or oral, that have not been set forth ui the text of this Agreement G Severabilrtv Should any part of this Agreement be found void, the balance of the Agreement shall remam ui full force and effect H Modification Tlus Agreement may only be modified by wrrtten instrument signed by both Parties I Wrrtten Notices All commumcations regardmg tlus 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 grven if sent to the addressee at the address stated m tlus Agreement or such other address as may be hereafter specified m wrrtmg Crty Address Mayor Crty of Bremerton 345 6` Street, Suite 600 Bremerton, WA 98337 Consultant Address Executive D�rector Krtsap Econoiruc Development Alliance 4312 ICrtsap Way, Surte 103 Bremerton, WA 98312 J Waiver Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision Warver of any right or power ansmg out of tlus Agreement shall not be deemed waiver of any other nght or power K Non-Warver of Breach The failure of the City to msist upon strict performance of any of the covenants and agreements contamed hereui, or to exercise any option herem conferred in one or more instances shall not be construed to be a waiver or relmquishment of said 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 obhgations under this Agreement M Choice of Law and Venue This Agreement shall be uiterpreted accorduig to the laws of the State of Waslungton Any �udicial action to resolve disputes arisuig out of this Agreement shall be brought m Krtsap County Superior Court Bremerton/Krtsap Econorruc Development Alliance Page 5 of 9 N Attorneys' Fees In the event of litigation to enforce any of the terms or provisions hereui, each party shall pay all rts own costs and attorney's fees O Assi� Any assignment of this agreement by the Contractor wrthout the written consent of the Crty shall be void VIII. Nondiscrimination: Consultant shall not discrumnate m employment or services to the pubhc on the basis of race, color, national origui, sex, sexual orientarion, rehgion, age, marital status, or disabilrty, except for employment actions based on bona fide occupational quahfication IX. Termination: Tlus Agreement may be terminated, at will, by erther Party upon sixty (60) days notice to the other Party This Agreement may be unmediately termuiated for cause by a Party if the other Party substantially fails to perform through no fault of the ternunatmg Party, and the non-performmg Party does not commence correction of the failure of performance witlun th�rty (30) days of the termmatuig Party's sendmg notice to the non-perfornung Party Notice by Consultant shall mclude a report showmg the status of all items listed m the Scope of Work current through the termuiation date If the City receives reimbursement by any federal, state, or other source for work described m Section I herem, and that fundmg is wrthdrawn, reduced or lunrted m any way, or the pro�ect is cancelled or substantially reduced after the execution date of tlus Agreement and prior to the completion of the work, the City may summarily ternunate this Agreement Termination shall be effectrve ten calendar days after Consultant's receipt of the wrrtten notice by certified mail A Excusable Delays The right of Consultant to proceed shall not be teimmated nor shall Consultant be charged with hquidated damages for any delays m the completion of the work due to 1) any acts of the federal government m controllmg, restrictmg, or requisrtiomng materials, equipment, tools, or labor by reason of war, national defense, or other national emergency, 2) any acts of the City, rts consultants, or other public agencies causmg such delay, and 3) causes not reasonably foreseeable by the parties at the tune of the execution of the Agreement that are beyond the control and wrthout the fault or negligence of the Consultant, mcluding, but not restncted to, acts of God, fires, floods, strikes, or weather of unusual severrty PROVIDED, HOWEVER, that the Consultant must promptly notify the Crty wrtlun ten (10) calendar days m wrrtmg 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 Crty shall, m writing, extend the tune for completmg the work for a penod of tune commensurate wrth the period of excusable delay B Rights Upon Ternunation In the event of termmation, the City shall pay for all services performed by the Consultant to the effectrve date of termmation, as described on a final mvoice submrtted to the Crty After termuiation, the Crty may take possession of all records and data wrthui the Consultant's possession pertauung to this pro�ect wtuch may be used by the Crty Bremerton/Kitsap Econorruc Development Alliance Page 6 of 9 wrthout resmction Any such use not related to the pro�ect which Consultant was contracted to perform shall be wrthout liabilrty or legal exposure to the Consultant CITY OF BREMERTON By Patty nt its May / Date �� -� 2� /3 Approved as to fo Bremert n rty Attorney KITSAP ECONOMIC DEVELOPMENT ALLIANCE B s✓, �` � it Executzve D�rector /% ate pd, Z-y. G �r City Clerk R•�F�nance\C�ty ClerkWdm�n\ContractsUC�tsap Econom�c Development All�ance - PSA 2013 doc Bremerton/ICrtsap Econorruc Development Alliance Page 7 of 9 AGREEMENT FOR ECONOMIC DEVELOPMENT SERVICES ATTACHMENT "A" SCOPE OF SERVICES Purposes of the agreement 1 To promote diversification of the Kitsap community's primary�ob base and to integrate its economy mto the national and world economies (Pnmary �obs produce goods or services sold to purchasers outside the commurnty and thereby bnng in new disposable income ) 2 Continue to retain existing employment, expand existing employers' operations, and promote selected new employment opporturnties, 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-mcome families 4 Measure and support the City of Bremerton's efforts to promote economic vitality and development �nnthin the city by providing 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 aty limits by NAICS codes Provide more Bremerton-speafic business retention, expansion and recruitment 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 Consortium (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 exemptions and City of Bremerton business incentive programs to support policy analysis, policy formulation and lobbying efforts c Consult uvith the City of Bremerton on the creation and distribution of business retention, expansion and recruitment mformation including brochures, flyers, web pages, etc 5 Provide leadership and coordination in relation to Kitsap 20/20 Strategic Plan to a Educate public offiaals, the private sector and the general public about economic development issues related to pnmary �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 bnng their businesses here This includes extending marketmg efforts to attract and recruit new business prospects that will diversify opportunities for employment It also includes providing confidential assistance to comparnes �nnth retention issues or expansion plans, to local start-up companies seeking business assistance, and to businesses recruited to the commurnty c Develop land use plans and regulations that permit orderly growth This mcludes continued support to faalitate a streamimed permitting process for the several �unsdictions vwthin the communiry d Maintain an inventory of land avadable for primary employers e Develop the physical infrastructure (e g roads, telecommunications) and social infrastructure (e g training and health systems) needed by businesses and their employees This includes continwng to work with both public and pnvate partners in the continued designation, development, implementation, and delivery of infrastructure to industnal lands 6 Continue diversification and integration efforts in the preceding work elements through support of volunteer committees of the Board of Directors of the Kitsap Economic Development Alliance Bremerton/ICitsap Econorruc Development Alliance Page 8 of 9 7 Provide a quarterly wntten report of progress and brief the Mayor and City Council concerning reported progress Identify benefits accruing to the Gty of Bremerton, its businesses and its residents relative to the above work elements, to the extent feasible Bremerton/Kitsap Econorruc Development Alliance Page 9 of 9