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5018
PLACO, LLC
PCard Entry Process & Accts Payable�Rec'able Review
Finance
LE6 12-1
3/11/2011
9/15/2011
10/1/2011
Comments :
�._.�„ .
PROFESSIONAL SERVICES AGREEMENT
P1aCO LLC
The City of Bremerton ("City") and PlaCO, LLC ("Consultant"), refened 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, dated March 1, 2011, mcludmg any attachments thereto, attached hereto as
Exlubit A, wluch is incorporated by reference herem The Scope of Work may be modified only
pursuant to Section VII G of tlus 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. Consultant further represents that the services furrushed under this Agreement will be
performed m accordance wrth generally accepted professional practices in effect at the time such
services are performed
II. Term: The City and the Consultant agree that work will begm on the tasks described m
E�ubit A immediately upon execution of tlus Agreement The parties agree that the work
descnbed in Exhibit A is to be completed as provided for in the work schedule outlmed,
provided however, that additional time sha11 be granted by the City for excusable delays or extra
work as provided for m sechon IX (A) of tlus agreement
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant m an amount not to exceed 15 000 00 Consultant's charges and bills
shall conform to the fee schedule attached hereto as Exlubrt A and incorporated herem by tlus
reference
The Consultant sha11 submrt regulaz billmg statements detailmg work performed and
amount charged on each task or portion thereof The descnptions shall conform to and fall
wrtlun the categones set out m the Scope of Work and/or Fee Schedule Upon receipt of a
confornung billmg statement, the City shall promptly process payment PROVIDED,
HOWEVER, the Crty reserves the nght to prionrize scoped work and accelerate andlor delay
work tasks under the tune frame set forth m Section II herem The Consultant's labor rates and
billing fees shall be as delineated in E�chibit A
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 and, if not otherwise provided, such compensation shall be m accordance with
Exhibrt A
If a billmg statement does not conform to this Agreement, the City may wrthhold
payment until the statement is brought mto compliance Such wrthholdmg does not relieve
Consultant of rts obligations under tlus Agreement
IV. Relationship of Parties: Consultant represents that it is slcilled m the matters addressed
m the Scope of Work and is perfornung independent functions and responsibilrties withui its
field of expertise Consultant and its personnel are independent Consultants and not employees
Bremerton/PLaCO, LLC
Fmance Pro�ect
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of the Crty Consultant and rts personnel have no authonty to bind the City or to control the
City's employees and other Consultants. None of the benefits provided by the City to rts
employees, includmg, but not lunited to, compensation, msurance, 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 dunng the performance of
tlus Agreement. The City may, during the term of this Agreement, engage other independent
Consultants to perform the same or similar work
As an mdependent Consultant, Consultant is responsible far its own management The
City's admirustration and enforcement of this Agreement shall not be deemed an exercise of
managenal control over Consultant or rts personnel
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensmg fees necessary to perform rts obligat�ons under tlus Agreement These taxes and fees
include but are not limrted to State mdustnal msurance, Business & Occupation, State
professional licensing, and City busmess hcensmg If any taaces or fees due the City have been
declared dehnquent, the City may withhold the delmquent amount, plus any additional charges
ax�smg from the delinquency, from any payments due Consultant
V. Indemnification: Consultant shall defend, mdemnify and hold the Crty, its officers,
officials, employees, agents and volunteers harmless from any and all claims, m�unes, damages,
losses or smts, mcludmg all legal costs and attorney fees, arismg out of or m connect�on with the
performance of tlus Agreement, except for that portion of the m�unes and damages caused by the
City's sole neghgence
The Crty's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of mdemrufication.
Should a court of competent �urisdiction determme that tlus Agreement is sub�ect to
RCW 4 24 115, then, m the event of liability for damages arismg out of bodily mjury to persons
or damages to property caused by or resultmg from the concurrent neghgence 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 expu�ation or termination of tlus Agreement
VI. Insura0ce: The Consultant shall procure and mamtam for the duration of the Agreement,
msurance against clasms for m�unes to persons or damage to property wtuch may anse from or m
connection wnth the performance of the work hereunder by the Consultant, rts agents,
representahves, employees, sub-consultants or sub-Consultants
Bremerton/PLaCO, LLC
Finance Pro�ect
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Before begmmng work on the pro�ect descnbed in tlus Agreement, the Consultant sha11
provide a Certificate of Insurance evidencmg
1. Commercial General Liabilitv insurance wntten on an occurrence basis with limrts no
less than $1,000,000 combined smgle lunit per occurrence and general aggregate for
personal in�ury, bodily in�ury and property damage Coverage shall mclude but not be
limrted to blanket contractual, products/completed operations/broad form property
damage, explosion, collapse and underground (XCU) if applicable, and employer's
hability, and
2. Professional Liabilitv msurance wlth hmits no less than $1,000,000 hrrut per
occurrence/claim
Any payment of deduchble or self-msured retention sha11 be the sole responsibility of the
Consultant
All required pohcies shall be provided on an"occurrence" basis except professional
habilrty insurance (if required), wluch 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 Consultant and a copy of an
endorsement that is acceptable to the Criy, which names the CiTy as an additional msured sha11 be
attached to the Certificate of Insurance The City reserves the nght to receive a certified copy of
all the requ�red msurance pohcies 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 claun is made or suit is
brought, except with respects to the limrts of the insurer's liabilrty
The Consultant's msurance shall be pnmary msurance as respects the CiTy and rt shall be
an aff'umarive obligation upon Consultant to advise the Crty's Risk Manager by fax at (360) 473-
5161, or by certified mail, return receipt requested to Crty of Bremerton, attn Risk Management,
345 6�' Street, Suite 600, Bremerton, WA 98337 wrtlun two days of the cancellation, suspension
or substantive change of any insurance policy set out herem, and failure to do so sha11 be
consirued to be a breach of ttus Agreement
The Crty 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 msurance policy wrth all endorsements as
evidence of coverage
VII. General Conditions:
A Renorts and Information When requested by the City, Consultant shall furmsh
penodic reports and documents on matters covered by tlus Agreement. The reports and
documents shall be furnished m the
accounting records m accordance with
substantiate all billed amounts
time and form requested Consultant shall mauitam
Generally Accepted Accounting Principles (GAAP) to
Bremerton/PLaCO, LLC
Finance Pro�ect
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B Ownerslup and Use of Records and Documents: Unless otherwise provided m
Sechon I,b of Exlubrt A, Scope of Work, to this Agreement, original documents, drawings,
designs and reports, includuig those in electroruc format, developed under tlus Agreement are the
property of the City All written mformation submitted 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 like
information relatmg to rts own busmess If such mformation is pubhcly available or is already m
Consultant's possession or known to it, or is nghtfully obtained by the Consultant from tlurd
parties, Consultant sha11 bear no responsibility for its disclosure, madvertent or otherwise
Unless otherwise provided in Section I,b of Exhibit A, Scope of Work, to this Agreement,
all data, documents and files created by Consultant under this Agreement may be stored at
Consultant's office m Bremerton, Waslungton Consultant sha11 make such data, documents, and
files available to the Crty upon rts request at a11 reasonable times for the purpose of edrting,
modifymg and updating as necessary until such time as the City is capable of stonng such
information m the City's offices Duplicate copies of tlus uiformahon sha.11 be provided to the
Crty upon its request, and at reasonable cost
Unless otherwise provided m Section I,b of Exlubrt A, Scope of Work, to this
Agreement, a11 documents, mcluding all reports, drawmgs, specifications, HTML website or
other items prepared or furnished by Consultant pursuant to ttus Agreement, are mstruments 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 mtended will be at City's sole nsk
C 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 uhlize all protection necessary for that purpose.
All work sha11 be done at Consultant's own nsk, and Consultant sha11 be responsible for any loss
of or damage to matenals, tools, or other articles used or held for use in connection wrth the
work
D Place of Work. The Consultant shall perform the work authonzed under tlus
Agreement at rts offices m Bremerton, Waslungton Meetmgs with the Crty staff as described in
Exlubrt A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed
upon by the parties
E Entire Agreement Tlus Agreement and rts Exlubrts constrtutes the enhre agreement
between the Parties, and the Parties acknowledge that there are no other agreements, wntten or
ora1, that have not been set forth m the text of this Agreement.
F Severabilitv Should any part of tlus Agreement be found void, the balance of the
Agreement shall remam m full force and effect
G Modification• This Agreement may only be modified by wntten instrument signed by
both Parties
H Written Notices. All communications regardmg tlus Agreement shall be sent to the
parhes at the addresses listed below by registered or 1 st class ma.il, or by personal service, and
Bremerton/PLaCO, LLC
Finance Project
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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 in wntmg
C�
Becky Hassart
D�rector of Financial Services
Crty of Bremerton
345 6�' Street, Surte 600
Bremerton, Waslungton 98337
360-473-5722
Consultant
Dr Paulette DeGard
PIaCO, LLC
PO Box 1086
Seabeck, Waslungton 98380
360-649-7384
I. Waiver Failure to enforce any provision of this Agreement shall not be deemed a
warver of that provision Waiver of any nght or power ansmg out of tlus Agreement shall not be
deemed waiver of any other right or power
J Non-Waiver of Breach The failure of the Crty to msist upon stnct performance of any
of the covenants and agreements contamed herein, or to exercise any ophon herem conferred m
one or more mstances shall not be construed to be a waiver or relinquishment of said covenants,
agreements or options, and the same shall be and remam m full force and effect
K Compliance with Laws: Consultant sha11 comply with all applicable Federal, State,
and local laws m performmg its obligations under ttus Agreement
L Choice of Law and Venue Tlus Agreement shall be mterpreted according to the laws
of the State of Waslungton Any �udicial action to resolve disputes ansing out of tlus Agreement
shall be brought in Krtsap County Superior Court
M 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
N Assignment: Any assignment of tlus agreement by the Contractor without the wntten
consent of the Crty shall be void
VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national ongin, sex, religron, age, manta.l status, disabildy, or
sexual onentation except for employment actions based on bona fide occupational qualification
IX. Termination: This Agreement shall remain in force until completion and acceptance of
the services, termmated by wntten mstrument upon mutual consent, or by the City of Bremerton
for converuence This Agreement may be immediately terminated for cause by a Party if the
other Party substantially fails to perform through no fault of the termmahng Party, and the non-
performing Party does not commence correction of the failure of performance withm tlurty (30)
days of the terminating Party's sendmg notice to the non-performing Party Any Notice by
Consultant shall mclude a report showing the status of all items listed in the Scope of Work
current through the termination date.
Bremerton/PLaCO, LLC
Finance Pro�ect
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If the Criy receives reunbursement by any federal, state, or other source for work descnbed in
Section I herein, and that fundmg is vv�thdrawn, reduced or lumted in any way, or the pro�ect is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
complehon of the work, the City may summanly terminate tlus Agreement
A Excusable Dela,ys The nght of Consultant to proceed shall not be termmated 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 m controlling, restrictmg, or requisihomng matenals,
equipment, tools, or labor by reason of war, national defense, or other national emergency; 2)
any acts of the Crty, rts 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 v�nthout the fault or negligence of the Consultant, mcludmg, but not
restncted to, acts of God, fires, floods, stnkes, or weather of unusual sever�ty PROVIDED,
HOWEVER, that the Consultant must promptly notify the City vv�thm ten (10) calendar days m
wntmg of the cause of the delay If, on the basis of the facts and the terms of ttus Agreement,
the delay is properly excusable, the City shall, m wntmg, extend the tune for completmg the
work for a penod of time commensurate v�nth the penod of excusable delay
B Rights Upon Termination. In the event of termination, the City shall pay for all
services performed by the Consultant to the effective date of termmation, as descnbed on a final
invoice submitted to the City After termination, except for the generic P1aBook owned by
Consultant descnbed in Section VII b above, the Crty may take possession of all records and
HTML within the Consultant's possession pertauung to this pro�ect wluch may be used by the
Crty without restriction Any such use not related to the pro�ect wluch Consultant was contracted
to perform shall be wrthout liabilrty or legal exposure to the Consultant.
OF
� C�7��
P1aCO LLC
�
By Dr Paulette De d
its � �Q
Date 3 /l ZC� ��
:
of Fmancial Services
Date �j � / / / )
Approved as to form Attest
�
merton City Attorney City Cl rk
C�Documents and Semngs�P ocuments�Procarta\C�ty of Bremerton\Co�tracts�PSAPLaCO Matty Rev2 23 I 1 doc
Bremerton/PLaCO, LLC
Finance Pro�ect
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Ezhibit A
March 1, 2011
Scope of Work
a The follovv�ng processes will be captured m ProCarta (a P1aBook) and published to
the City of Bremerton mternal website connectmg all necessary technologies,
documents, drawmgs, etc m order to conduct the necessary work
i Procurement Card Entry process — this will server to help suppliers of P-
cazd data m accurately enteruig the necessary data for processmg a P-card
request
ii Accounts Payable process — this will be used internal to City of Bremerton
to streamline how accounts payable are processed � G
iii Miscellaneous Receivable process — this will be used internal to ����� n
� j�� W y� � c e s t o s tr e a m l m e h o w m i s c e l l an e o u s r e c e i v a b l e s a r e p r o c e s s e d
b Consultant shall have the nght to create a separate P1aBook that vv�ll be a genenc
version of that created for the City Consultant sha11 own that genenc P1aBook,
which they may use as they choose and which shall not be sub�ect to the provisions of
Section VII B of tlus Agreement
II Payment Schedule
c The followulg payment schedule will be used for complehon of this contract:
i Inrtial deposit (payment made pnor to starting contract work) -$5,000
u Intenm payment (payment made after receivmg first dehverable,
Procurement Card Entry process HTML) -$5,000
iii Concludmg payment (payment made after receivmg final dehverables,
Accounts Payable and Miscellaneous Receivable) -$5,000
III Timelme of Work
d The following tunelme is a proposed timelme for completmg the work for this
contract Overall the contract should be completed within 6 month time penod from
the start of the actual work
i First deliverable (Procurement Card Entry Process) to be completed by
June 15, 2011
ii. Second deliverable (Accounts Payable Process) to be completed by
August 1, 2011
m Third dehverable (Miscellaneous Recervable Process) to be completed
September 15, 2011
IV Guarantee
e This pro�ect, once approved, is non-cancelable for any reason, although it may be
delayed, rescheduled, and otherwise postponed without any penalty whatsoever
PlaCo's work is guaranteed. In the event the City of Bremerton feels that P1aCo is not
meet�rig the standards descnbed herein or based on our mutual conversations and
agreements, a refund of the entire fee will be provided upon such notification
Bremerton/PLaCO, LLC
Finance Pro�ect
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