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5485
KE DA
PSA - Economic Development Services
Mayor
LEG 12-1
1/1/2015
12/31/2015
2016
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 following Agreement for
professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work attached hereto as Exhibit A, which is incorporated 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 described in
Exhibit A on January 1, 2015. Tlie parties agree that the work described in Exhibit A is to be
completed by December 31, 2015.
II[. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant Five Thousand and No/100 Dollars ($5,000) per calendar quarter.
Total compensation shall not exceed Twenty Thousand and No/100 Dollars ($20,000) for 2015.
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 services if requested pursuant
to Section I.
The Consultant shall submit regular billing statements detailing work performed and
amount charged on each task or portion thereof. The descriptions 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 prioritize scoped work and accelerate and/or delay
work tasks under the time frame set forth in 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 withholding 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 within 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 City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
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are 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
Consultant's 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 similar work.
As an independent Consultant, Consultant is responsible for its own management. The
City's administration 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 its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business 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 delinquency, from any payments due Consultant.
V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers,
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 with 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 jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury 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 Consultant's liability
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 1NDUSTRIAL 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 termination of this Agreement.
VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise 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 Liability insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liabilitv insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operations/broad form property
damage; and employer's liability; and
3. Excess Liabilitv insurance 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 insured retention shall be the sole responsibility of the
Consultant.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), 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 certified copy of
all the required insurance policies and endorsements. The City further reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant's Commercial General Liability insurance shall contain a clause stating
that coverage shall apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits of the insurer's liability.
The Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in 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 with 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 this Agreement. The reports and
documents shall be furnished in the time and form requested. Consultant shall maintain
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accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
connection 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 safeguards like
information relating to its own business. The information furnished 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 possession or known to it, or is rightfully obtained by the
Consultant from third parties, Consultant shall bear no responsibility for its disclosure,
inadvertent or otherwise.
All data, documents and files created by Consultant under this Agreement may be stored
at Consultant's office in Bremerton, Washington. Consultant shall make such data, documents,
and files available to the City 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 storing such
information 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, including all reports, drawings, specifications, computer software or other
items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service
with respect to the project and are the property of the City. Any reuse by the City for other than
the speci�c purpose intended will be at City's sole risk.
C. Consultant to Maintain Records to Sunport Indenendent Consultant Status: On the
effective date of this Agreement (or shortly thereafter), Consultant shall:
l. File a schedule of expenses with the Internal Revenue Service for the type of
business 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 business identifier number from the State
of Washington; and
3. Maintain a separate set of books and records that reflect all items of income and
expenses of Consultant's business, all as described in the Revised Code of
Washington (RCW) 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 subject to RCW Title 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
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
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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 in Bremerton, Washington. Meetings with the City staff 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 Agreement: This Agreement and its Exhibits constitutes the entire agreement
between the Parties, and the Parties acknowledge that there are no other agreements, written 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 in writing.
City Address
Mayor
City of Bremerton
345 6�' Street, Suite 600
Bremerton, WA 98337
Consultant Address
Executive Director
Kitsap Economic
Development Alliance
4312 Kitsap Way, Suite 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 waiver of any other right or power.
K. Non-Waiver of Breach: The failure of the City to insist upon strict 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.
L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and
local laws in performing its obligations under this Agreement.
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 County Superior Court.
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N. Attorneys' 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. Assi�nment: Any assigmment of this agreement by the Contractor without the written
consent of the City shall be void.
VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, sexual orientation, religion, age, marital
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 terminated for cause by a
Party if the other Party substantially fails to perform through no fault of the terminating 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 showing the status of all items listed in the Scope of Work
current through the termination date.
If the City 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
completion of the work, the City may summarily terminate this Agreement. Termination shall be
effective ten calendar days after Consultant's receipt of the written notice by certified mail.
A. Excusable Delavs: The right of Consultant to proceed �hall not be terminated nor shall
Consultant be charged with liquidated damages for any delays in the completion of the work due
to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials,
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 causing 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 fauit or negligence of the Consultant, including, but not
restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED,
HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in
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 completing the
work for a period of time commensurate with the period of excusable delay.
B. Ri�hts Unon Termination: In the event of termination, the City shall pay for all
services performed by the Consultant to the effective date of termination, as described on a final
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 project which may be used by the City
without restriction. Any such use not related to the project which Consultant was contracted to
perform shall be without liability or legal exposure to the Consultant.
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CITY OF BREMERTON
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KITSAP ECONOMIC
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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 primary job base and to integrate
its economy into the national and world economies. (Primary jobs produce goods or services sold
to purchasers outside the community and thereby bring in new disposable income.)
2. Continue to retain existing employment, expand existing employers' operations, and
promote selected new employment opportunities, which, in most cases, means commercial, high
technology or light industrial investments leading to new primary jobs.
3. Continue efforts to create and retain primary jobs for workers displaced from the defense
industries and promote employment for low and moderate-income families.
4. Measure and support the City of Bremerton's efforts to promote economic vitality and
development within 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 city limits by
NAICS codes. Provide more Bremerton-specific 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.
Consult with the City of Bremerton on the creation and distribution 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 private sector and the general public about economic
development issues related to primary jobs.
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 companies 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
continued support to facilitate a streamlined permitting process for the several jurisdictions
within the community.
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d. Maintain an inventory of land available 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 continuing to work with both public and private partners in the continued designation,
development, implementation, and delivery of infrastructure to industrial 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.
7. Provide a quarterly written report of progress and brief the Mayor and City Council
concerning 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.
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PHILADELPHIA INDEMNITY INSURANCE COMPANY S r &
1-877-438-7459 RECEIVED
ONE BALA PLAZA, SUITE 100
BALA CYNWYD PA 19004 JUL 3
REINSTATEMENT NOTICE 2019
CiCFty of Bremerton
ty Attorney's Office
Named Insured&Mailing Address: Producer:0004998
KITSAP ECONOMIC DEVELOPMENT ALLIANC PROPEL INSURANCE AGENCY, LLC DBA
2021 NW MYHRE PL STE 100 PROPEL INSURANCE
PO BOX 2940
SILVERDALE WA 98383-8572 TACOMA WA 98401-2940
Policy No.: PHPK1980894
Type of Policy: PACKAGE
You recently received a notice advising this policy was being cancelled effective 07/22/2019 .
This notice is to advise that the policy is being reinstated without lapse in coverage.
NO d r ,Cj (1-4-ra OAS
Date Mailed:
26t y of July 2'/19
Other Party of Interest
dor"x THE NORM DICKS GOVERNMENT CENTER
345 6TH ST STE 100
BREMERTON WA 98337-1891 JOAN HILLMAN
WACT19
FORM#CT969897WA51995 07252019SNNY
ODEN 3.0.19.04a Copy for Other Interests Page 1 of 1
0000775-0001550