HomeMy WebLinkAbout9077DocuSign Envelope ID: 9D688390-4C48-4A41-90AE-69E22A70C462
CONTRACT NO. KC-524-20
Professional Services Contract
This Professional Services Contract ("Contract") is between Kitsap County, a Washington state
political subdivision, having its principal offices at 614 Division Street, Port Orchard, Washington
98366 ("County") and the City of Bremerton, a municipal corporation having its principal offices at
345 6th St., Suite 100, Bremerton, WA 98337 ("City").
In consideration of the terms and conditions of this Contract, the parties agree as follows:
SECTION 1. TERM AND EFFECTIVE DATE
1.1 The Contract will become effective January 1, 2021 and terminate on December 31, 2021,
unless terminated or extended, the initial term. The Contract may be extended for additional
consecutive renewal terms at the mutual agreement of the parties, not to exceed a total of five
(5) years. In no event will the Contract become effective unless and until it is approved and
executed by the duly authorized representative of Kitsap County.
SECTION 2. SERVICES
2.1. Scope of Work. City shall provide all "Services" identified in Attachment A: (Scope of Work),
which is incorporated herein by reference. City shall provide its own equipment, labor, and
materials when not using the Kitsap County Administration Building Chambers or the City of
Poulsbo City Hall Chambers.
2.2. Contract. "Contract" means this Contract and any exhibits, amendments, and solicitation
documents accepted by the County, and Attachments A (Scope of Work), B (Compensation),
and Appendix A All such documents are incorporated herein in full by this reference.
2.3. Personnel. City shall have and maintain complete responsibility for its Personnel.
"Personnel" means City and City's employees, subcontractors, volunteers, interns, agents,
and any other person utilized by City directly or indirectly or through third parties to perform
any Services under the Contract. City shall promptly remove any Personnel performing
Services on request from the County Representative.
2.4. Standards. City warrants that i) City has the qualifications, knowledge, experience, skills,
and resources necessary to provide all Services; ii) all Services shall be provided by
Personnel experienced in their respective fields and in a manner consistent with the standards
of care, skill, diligence, and knowledge commonly possessed and exercised by experienced
professionals in the same discipline in the same or similar circumstances; and iii) all Services
shall be performed to County's reasonable satisfaction and according to the schedule agreed
to by the parties.
2.5. Communication. City shall keep County informed of the progress of the Services in the
manner, method, and intervals requested by County.
SECTION 3. COMPENSATION AND PAYMENT
3.1. Compensation. The maximum amount of compensation paid under the Contract by the
County shall not exceed $51,660.00. A description of the compensation is provided in
Attachment B: Compensation, which is incorporated herein byreference.
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3.2. Invoice. City will submit one (1) invoice to the County per quarter (March, June, September,
and December) for payment of Services completed to date, unless otherwise provided
herein. Each invoice shall identify the Services performed, dates performed, and any other
information requested by County and be accompanied by a detail worksheet. Any Services
not identified in an invoice and/or supporting documentation will not be compensated.
3.3. Payment. County will make reasonable efforts to pay City within thirty (30) days from the
date the County receives a complete and correct invoice, unless otherwise provided herein.
All funds disbursed to City will be processed by Direct Deposit via Automated Clearing House
(ACH), unless otherwise agreed to by the parties.
3.4. Insurance/W-9 Compliance. All payments are expressly conditioned upon City's compliance
with all insurance requirements and submission of a current IRS W-9 form to the County
Payments may be suspended in full in the event of noncompliance. Upon full compliance,
payments will be released to City unless otherwise provided herein.
3.5. Restrictions. City will only be entitled to receive payment for Services expressly authorized in
the Contract and received during the Contract term and accepted by County. City
acknowledges oral requests and approvals of additional services or additional compensation
are prohibited and unenforceable. Advance payments are not authorized.
SECTION 4. TERMINATION
4.1. For Convenience. Either party may terminate the Contract, in whole or in part, without
penalty, for any reason or no reason, with ninety (90) days written notice to the other party.
4.2. For Funding issues. If any funding for Services is not available, withdrawn, reduced, or
limited in any way, or if additional or modified conditions are placed on the funding after the
Contract becomes effective, County may: (1) accept a decreased price offered by City; (2)
terminate the Contract; or (3) terminate the Contract and re -solicit the requirements.
4.3. Termination for Default. County may immediately terminate the Contract, in whole or part,
due to the failure of City to comply with any Contract term or condition, or to make satisfactory
progress in performing the Contract, subject to the provisions of 11.1.
4.4. Procedures. Upon receipt of notice of termination, City shall stop all Services as directed in
the notice, notify Personnel of the termination date, and minimize further costs. All goods,
materials, documents, data, and reports prepared by City under the Contract shall become
the property of, and delivered to, County on demand. A final payment will be made to City
only for Services performed and accepted by County through the effective date of
termination. No costs incurred after the effective date of the termination will be paid.
SECTION 5. INDEMNIFICATION
5.1. To the fullest extent permitted by law, the City shall indemnify, defend, and hold harmless
Kitsap County and its elected and appointed officials, officers, employees, and agents
(collectively "Indemnitees") from and against all Claims resulting from or arising out of the
performance of the Contract, whether such Claims arise from the acts, errors, or omissions
of the City, its Personnel, third parties, or Kitsap County, or anyone directly or indirectly
employed by any of them or anyone for whose acts, errors, or omissions any of them may
be liable. It is the specific intent of the parties that the Indemnitees shall, in all instances,
except Claims arising from the sole negligence or willful misconduct of the Indemnitees, be
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indemnified by the City from and against any and all Claims
5.2. With regard to any Claim against any Indemnitee by any of the City's Personnel, or anyone
directly or indirectly employed by them, or anyone for whose acts they may be liable, the
City's indemnification obligation shall not be limited in any way by a limitation on the amount
or type of damages, compensation, or benefits payable by or for the City or City's Personnel
under workers compensation acts, disability benefit acts, or other employee benefit acts.
Solely for the purposes of this indemnification provision, the City expressly waives its
immunity under Title 51 RCW (Industrial Insurance) and acknowledges this waiver was
mutually negotiated by the parties.
5.3. Claim. "Claim" means all losses, claims, suits, actions, liabilities, damages, demands,
judgments, settlements, expenses, fines, or other liabilities of any kind or nature whatsoever,
including without limitation, all costs including costs of Claim processing, investigation,
reasonable attorneys' fees, and damages, for any personal or bodily injury, sickness,
disease, disability, or death, or loss or damage to tangible or intangible business or property,
including the loss of use. Claim includes any infringement of copyright, patent, trademark, or
other proprietary rights of any third parties arising out of Contract performance or use by the
County of materials furnished or work performed under the Contract.
5.4. Obligations/Notice of Claim. County will provide City notice of the assertion of liability by a
third party that may give rise to a Claim by County against City based on the indemnity
contained herein. City shall respond to County's tender of defense of a claim in writing within
fourteen (14) calendar days from the notice date, and will advise County if City accepts or
denies tender of the claim. County may in its discretion withhold all or part of any payment
due City under the Contract until City responds to such notice. City shall keep the County
timely and fully informed through all stages of the defense and promptly respond to and
comply with County's requests for information. County at all times reserves the right, but has
no obligation to participate in the defense and settlement of any Claim. Such participation shall
not constitute a waiver of City's indemnity and defense obligations under the Contract. City
shall not settle or compromise any Claim in any manner that imposes any obligations upon
the County without the prior written consent of the County. City shall promptly advise County
of any occurrence or information known to City that could reasonably result in a Claim against
County. The violation of any provisions of this Section, including improper refusal to accept
tender, is a material breach.
SECTION 6. INSURANCE
6.1. Minimum Insurance Required. The City and its subcontractors, if any, shall procure and
maintain, until all of the Contract obligations have been fully discharged, including any
warranty period, all insurance required in this Section with an insurance company duly
licensed in Washington State with an A.M. Best Company ratings of not less than A-Vill and
a category rating of not less than "8", with policies and forms satisfactory to the County. Use
of alternative insurers requires prior written approval from the County. Coverage limits shall
be at minimum the limits identified in this Section, or the limits available under the policies
maintained by the City without regard to the Contract, whichever is greater.
6.2. Professional Liability. Not less than $1,000,000 per claim and $2,000,000 annual aggregate.
Coverage will apply to liability for professional error, act or omission arising out of or in
connection with the City's Services under the Contract. The coverage shall not exclude bodily
injury, property damage or hazards related to the work rendered as part of the Contract or
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within the scope of the City's services under the Contract, including testing, monitoring,
measuring operations or laboratory analysis where such Services are rendered under the
Contract.
6.3. Commercial General Liability ("CGL"). Not less than $1,000,000 per occurrence and
$2,000,000 annual aggregate. Coverage shall include personal injury, bodily injury, and
property damage for premise -operations liability, products/completed operations,
personal/advertising injury, contractual liability, independent City liability, and stop
gap/employer's liability. Coverage shall not exclude or contain sub -limits less than the
minimum limits required herein, without the prior written approval of the County. The
certificate of insurance for the CGL policy shall expressly cover the indemnification
obligations required by the Contract.
6.4. Automobile Liability.
❑ City shall maintain personal automobile insurance on all vehicles used for Contract
purposes as required by law
® Not less than $1,000,000 per occurrence and $2,000,000 annual aggregate.
Coverage shall include liability for any and all owned, hired, and non -owned vehicles
Coverage may be satisfied with an endorsement to the CGL policy.
6.5. Umbrella or Excess Liability. Contactor may satisfy the minimum liability limits required for
the CGL and Automobile Liability under an Umbrella or Excess Liability policy. There is no
minimum per occurrence limit of liability under the Umbrella or Excess Liability; however, the
annual aggregate limit shall not be less than the highest "Each Occurrence" limit for either
CGL or Automobile Liability. City agrees to an endorsement naming County as an additional
insured as provided in this Section, unless the Umbrella or Excess Liability provides coverage
on a "Follow -Form" basis.
6.6. Workers' Compensation and Employer Liability. If applicable, City shall maintain workers'
compensation insurance as required under the Title 51 RCW (Industrial Insurance), for all
City's Personnel eligible for such coverage. If the Contract is for over $50,000, then City shall
also maintain employer liability coverage with a limit of not less than $1,000,000.
6.7. Primary, Non -Contributory Insurance/Subcontractors. City's and its subcontractors'
insurance policies and additional named insured endorsements will provide primary
insurance coverage and be non-contributory. Any insurance or self-insurance programs
maintained or participated in by the County will be excess and not contributory to such
insurance policies. All City's and its subcontractors' liability insurance policies must be
endorsed to show as primary coverage. City shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements for each
subcontractor. All subcontractors shall comply with all insurance and indemnification
requirements herein.
6.8. Review of Policy Provisions. Upon request, City shall provide a full and complete copy of all
requested insurance policies to the County. County reserves the right without limitation, but
has no obligation to revise any insurance requirement, or to reject any insurance policies that
fail to meet the requirements of the Contract. County also has the right, but no obligation to
review and reject any proposed insurer providing coverage based upon the insurer's financial
condition or licensing status in Washington. County has the right to request and review the
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self-insurance retention limits and deductibles, and City's most recent annual financial
reports and audited financial statements, as conditions of approval. Failure to demand
evidence of full compliance with the insurance requirements or failure to identify any
insurance deficiency shall not relieve City from, nor be construed or deemed a waiver, of its
obligation to maintain all the required insurance at all times as required herein.
6.9. Waiver of Subrogation. In consideration of the Contract award, City agrees to waive all rights
of subrogation against County, its elected and appointed officials, officers, employees, and
agents. This waiver does not apply to any policy that includes a condition that expressly
prohibits waiver of subrogation by the insured or that voids coverage should City enter into a
waiver of subrogation on a pre -loss basis.
6.10. Additional Insured, Endorsement and Certificate of Insurance. All required insurance
coverage, other than the workers' compensation and professional liability, shall name the
County, it's elected and appointed officials, officers, employees, and agents, as additional
insureds and be properly endorsed for the full available limits of coverage maintained by City
and its subcontractors. Endorsement is not required if the City is a self- insured government
entity, or insured through a government risk pool authorized by Washington State.
The Certificate of Insurance and endorsement shall identify the Contract number and shall
require not less than thirty (30) days' prior notice of termination, cancellation, nonrenewal or
reduction in coverage. At the time of execution, the City shall provide the Certificate of
Insurance, endorsement, and all insurance notices to: Risk Management Division, Kitsap
County Department of Administrative Services, 614 Division Street, MS- 7, Port Orchard,
Washington 98366.
6.11. General. The coverage limits identified herein are minimum requirements only and will not in
any manner limit or qualify the liabilities or obligations of City under the Contract. All
insurance policy deductibles and self -insured retentions for policies maintained under the
Contract shall be paid by City. Any failure to comply with reporting provisions of the policies
shall not affect coverage provided to County, its elected and appointed officials, officers,
employees, or agents. City's insurance shall apply separately to each insured against whom
a claim is made or suit is brought, subject to the limits of the insurer's liability.
6.12. Claims -Made. If City's liability coverage is written as a claims -made policy, City shall
purchase an extended -reporting period or "tail" coverage for a minimum of three (3) years
following completion of the performance or attempted performance of the provisions of this
Contract.
SECTION 7. NOTICE AND CONTRACT REPRESENTATIVES
7.1. Any notices, demands and other communications required by the Contract will be effective if
personally served upon the other party or if mailed by registered or certified mail, postage
prepaid, return receipt requested, to the other party's Contract Representative at the address
below. Notice may also be given by facsimile with the original to follow by regular mail. Notice
will be deemed to be given three (3) days following the date of mailing, or immediately if
personally served. For service by facsimile, service will be effective at the beginning of the
next working day. Each party will designate a "Contract Representative", which may be
changed by providing fifteen (15) days prior notice to the other party.
County's Contract Representative
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DocuSign Envelope ID: 9D688390-4C48-4A41-90AE-69E22A70C462
Title: Public Communications Manager
Address: 614 Division Street, MS-11, Port Orchard, WA 98366
Phone: 360-337-5777
City's Contract Representative
Name: Jon Rauch
Title: Public Access Manager BKAT (Bremerton Kitsap Access Television)
Address: 345 6th Street, STE 100, Bremerton, WA 98337
Phone: 360-473-5012
Email: Jon.Rauch@ci.bremerton.wa.us
SECTION 8. AMENDMENTS, SUBCONTRACTS, INDEPENDENT CITY
8.1. Amendment. No amendment or modification to the Contract will be effective without the prior
written consent of the authorized representatives of the parties.
8.2. Successors and Assigns. To the extent permitted by law, the Contract is binding on the
parties' respective partners, successors, assigns, executors, and legal representatives.
8.3. Assignments. Except with the prior written consent of the other party, each party shall not
assign or transfer, including by merger (whether that party is the surviving or disappearing
entity), consolidation, dissolution, or operation of law any right, duty, obligation, or remedy
under the Contract. Any purported assignment or transfer in violation of this section shall be
void.
8.4. Subcontracts. City shall provide County a list of all subcontractors and the subcontractors'
proposed responsibilities. "Subcontract" means any contract, express or implied, between
City and another party or between a subcontractor and another party delegating or assigning,
in whole or in part, the making or furnishing of any material or service for the performance of
the Contract. All subcontracts shall incorporate by reference the terms and conditions of this
Contract. City is solely responsible for the performance and payment of its subcontractors.
8.5. Independent Contractor. Each party under the Contract shall be for all purposes an
independent contractor. Nothing contained herein will be deemed to create an association, a
partnership, a joint venture, or a relationship of principal and agent, or employer and
employee between the parties. City shall have complete responsibility and control over its
Personnel. Neither City nor its Personnel shall be, or be deemed to be, or act or purport to
act, as an employee, agent or representative of County. City and its Personnel shall have no
County employee -type benefits of any kind whatsoever, including without limitation,
insurance, pension plan, vacation pay or sick pay, or other right or privilege afforded to County
employees. City and its Personnel shall be responsible for payment of all insurance, taxes,
and benefits.
SECTION 9. OWNERSHIP, CONFIDENTIAL INFORMATION AND BREACH
9.1. Ownership. Any and all data, reports, analyses, documents, photographs, pamphlets, plans,
specifications, surveys, films, or any other materials created, prepared, produced,
constructed, assembled, made performed, or otherwise produced by City orits Personnel for
delivery to County under this Contract shall be the sole and absolute property of County. All
such property shall constitute "work made for hire" as defined by the U.S. Copyright Act of
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1976, 17 U.S.0 § 101, and the ownership of the copyright and any other intellectual property
rights in such property shall vest in County at the time of its creation. Ownership of the
intellectual property includes the right to copyright, patent, and register, and the ability to
transfer these rights. Material City uses to perform this Contract that is not created, prepared,
constructed, assembled, made, performed, or otherwise produced for or paid for by County is
owned by City and is not "work made for hire" within the terms of the Contract.
9.2. Confidential Information/Breach. City shall ensure that all personal identifying information,
financial information, and other information submitted or made available to City by, or on
behalf of, County, or acquired or developed by City in the performance of Contract (unless
publicly available) is kept confidential, secured, and protected to prevent unauthorized
access. Such information will be utilized by City solely as necessary for the performance of
Services under Contract and not made available to any other person without County's prior
written consent. In the event of unauthorized access or other security breach, City shall
immediately notify Contract Representative and shall at its sole expense comply with all
requirements of RCW 19.255.010, in effect at any given time. Upon expiration or termination
of Contract, all confidential information shall be returned to County or destroyed at County's
discretion.
SECTION 10. REPRESENTATIONS AND RECORDS
10.1. No Fee. City certifies it has not received, nor paid or agreed to pay, another person or entity,
other than a bona fide employee working exclusively for City, any fee, commission,
percentage, gift, or any other consideration contingent upon or resulting from the award or
making of the Contract.
10.2. Licenses, Permits and Taxes. City shall, at its own expense, have and maintain all licenses,
registrations, permits, and approvals necessary for the performance of the Contract,
including without limitation, registration with the Washington State Department of Revenue.
City shall pay all fees (including licensing fees) and applicable federal, state, and local taxes.
10.3. Compliance. City and its Personnel, and the Services provided by City and its Personnel,
shall comply with all applicable laws, codes, and standards in effect at any given time
regardless as to whether such laws are referred to by County. If required for the Services
provided, City and its Personnel shall submit to a background check as directed by County.
10.4. Nondiscrimination. City and its Personnel shall not discriminate against any person on the
basis of race, color, creed, religion, national origin, age, sex, marital status, sexual orientation,
veteran status, disability, or other circumstance prohibited by federal, state, or local law, and
shall comply with Title VI of the Civil Rights Act of 1964, P.L. 88-354 and Americans with
Disabilities Act of 1990 in the performance of the Contract.
10.5. Public Records. City acknowledges the Contract and all public records associated with the
Contract shall be available to County for inspection and copying by the public where required
by the Public Records Act, Chapter 42.56 RCW ("Act"). To the extent that public records in
the custody of City are needed for County to respond to a request under the Act, as
determined by County, City shall make them promptly available to County at no cost to the
County. If City considers any portion of any record provided to County under the Contract,
whether electronic or hard copy, to be protected from disclosure under the law, City shall
clearly identify all specific information it claims to be confidential or proprietary. If County
receives a request under the Act to inspect or copy the information that has been identified
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by City as protected from disclosure and County determines that release of the information
is required by the Act or otherwise appropriate, County's sole obligation will be to make a
reasonable effort to notify City of the request and the date that such protected information
will be released to the requester unless City obtains a court order to enjoin disclosure
pursuant to RCW 42.56.540. If City fails to timely obtain a court order enjoining disclosure,
County will release the requested information on the date specified. County has, and by this
Section assumes, no obligation on behalf of City to claim any exemption from disclosure under
the Act. County will not be liable to City for releasing records in compliance with the Act, this
Section or court order.
10.6. Advertising, Logo. City shall not use, advertise, or promote for commercial benefit
information concerning the Contract or use any trade name, trademark, or logo of County,
without County's prior written consent.
10.7. Audit and Record Retention. City and its Personnel shall retain all books, documents, and
records relating to performance of the Contract and Services provided in connection with this
Contract for six (6) years after completion of the Contract or longer if requested by the
County. All records shall be subject to inspection and audit by County. Upon request, City
shall promptly make available to County a legible copy of all books, documents, and records
at no cost to County.
SECTION 11. RIGHTS AND REMEDIES
11.1. Failure to Perform. If County determines City has failed to perform any material obligation of
the Contract, and such failure has not been cured within ten (10) days' following notice from
County, County may without penalty, in its discretion, withhold all monies due City until such
failure is cured to the reasonable satisfaction of County.
11.2. Right of Assurance. If County in good faith has reason to believe City does not intend, or is
unable to perform, or continue performing under Contract, County may demand in writing that
City give a written assurance of intent to perform. Should the City fail to provide adequate
assurance to the reasonable satisfaction of County, by the date specified the demand,
County may terminate all or part of the Contract and pursue all other rights and remedies
available at law and inequity.
11.3. Responsibility for Errors. All Services shall be completed to the reasonable satisfaction of
County and as required herein. Upon request, City shall provide any clarifications and/or
explanations regarding any Services provided as required by County, at no additional cost to
County. In the event of an error or omission under the Contract, City shall, at no cost to
County, provide all necessary design drawings, estimates, and all other professional services
County deems necessary to rectify and correct the matter to the satisfaction of County. City
shall continue to be responsible for the accuracy of Services, even after the Work is accepted
by County and the termination or expiration of the Contract.
11.4. Remedies. All County rights and remedies under the Contract are in addition to, and shall in
no way limit, any other rights and remedies that may be available to County at law and in
equity.
11.5. Right of Off -Set; Reimbursement. County will be entitled to offset against any sums due City
and to reimbursement from City for any damages, expenses, or costs incurred by County due
to City's nonconforming performance or failure to perform the Services under the Contract.
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11.6. Waiver. Either party's failure to insist upon the strict performance of any provision of the
Contract, or to exercise any right based upon a breach thereof or the acceptance of any
performance during such breach, will not constitute a waiver of any right or remedy under the
Contract unless expressly so agreed in writing by an authorized representative.
11.7. Breach. In the event of a material breach by City, County may procure, on terms and in the
manner that it deems appropriate, Services to replace those under the Contract. City shall
be liable to County for any and all costs, expenses, penalties, and fees incurred by County n
procuring such Services in substitution for those due from City under the Contract.
SECTION 12. GOVERNING LAW, DISPUTES
12.1. Governing Law; Venue. The Contract will be governed in all respects by the laws of the State
of Washington, both as to interpretation and performance, without regard to conflicts of law or
choice of law provisions. Any action arising out of or in connection with the Contract may be
instituted and maintained only in a court of competent jurisdiction in Kitsap County,
Washington or as provided by RCW 36.01.050.
12.2. Disputes. Conflicts and disagreements between the parties related to the Contract will be
promptly brought to the attention of the County. Any dispute relating to the quality or
acceptability of performance or compensation due City will be decided by County's Contract
Representative. All decisions of County's contract Representative are considered final;
however, nothing herein prohibits either party from seeking judicial relief.
SECTION 13. PREVAILING WAGE
Not Applicable
SECTION 14. GENERAL PROVISIONS
14.1. Implied Contract Terms. Each provision of law and any terms required by law to be inthe
Contract are made a part of the Contract as if fully stated in it.
14.2. Headings/Captions. Headings and captains used are for convenience only and are not a
part of the Contract and do not in any way limit or amplify the terms and provisions hereof.
14.3. No Party the Drafter. The Contract is the product of negotiation between the parties, and no
party is deemed the drafter of the Contract.
14.4. No Third -Party Beneficiary. No provision of the Contract is intended to, nor will it be
construed to, create any third -party beneficiary or provide any rights or benefits to any person
or entity other than the County and City.
14.5. Severability. If a court of competent jurisdiction holds any provision of the Contract to be
illegal, invalid, or unenforceable, in whole or in part, the validity of the remaining provisions will
not be affected, and the parties' rights and obligations will be construed and enforced as if
the Contract did not contain the particular provision held to be invalid. If any provision of the
Contract conflicts with any statutory provision of the State of Washington, the provision will
be deemed inoperative to the extent of the conflict or modified to conform to statutory
requirements.
14.6. Counterparts. The Contract may be executed in several counterparts, each of which will be
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deemed an original, but all of which together will constitute one and the same agreement.
14.7. Non -Exclusive Contract. County may at its discretion enter into multiple agreements to obtain
the same or similar services that are the subject of this Contract or may have its own
employees perform the same or similar services contemplated by the Contract.
14.8. Survival. Those provisions of this Contract that by their sense and purpose should survive
expiration or termination of the Contract shall so survive. Those provisions include, without
limitation: Sections 5 (Indemnification), 6 (Insurance), 8.5 (Independent Contractor), 9
(Ownership, Confidential Information and Breach), 11 (Rights and Remedies), 12 (Governing
Law, Disputes), and 14 (General Provisions).
14.9. Entire Agreement. The parties acknowledge the Contract is the product of negotiation
between the parties and represents the entire agreement of the parties with respect to its
subject matter. All previous agreements and representations, whether oral or written,
entered into prior to this Contract are hereby revoked and superseded by the Contract.
14.10. Authorization. Each party signing below warrants to the other party, that they have the full
power and autifa to execute this Contract on behalf of the party for whom they sign.
Approved:-- Jon Rauch, BKAT Director
CITY OF BREMERTON
F-on
'n 11/17/2020
Signature
Greg wheeler
Name
Mayor
Title
sg�t
Approv=
City Attorney
KC-524-20 City of Bremerton
BOARD OF COUNTY COMMISSIONERS
ATTEST: K,/ tM `wl
Dana Daniels, Clerk of the
DA%: �Z•�4•Zo2o
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ATTACHMENT A
SCOPE OF WORK
The City, through Bremerton Kitsap Access Television (hereinafter referred to as BKAT) shall provide
governmental access television services including but not limited to video production and program
scheduling related to the County's commitments as outlined in this Scope of Work. BKAT shall
provide the following:
• Consultation services;
• Pre -production, production, post -production, travel, cablecasting, video -on -demand and
agenda indexing.
• Properly trained staff and volunteers, including videographer for field assignments;
• Proceeding/event video on demand and delivery no later than the 2nd business day following
completion of project to program sponsor;
• Coordination of programming hours and studio time.
BKAT's estimated service commitments covered by this Contract are as follows:
Description
Location
Schedule
Number
# of
Total
per
hours
hours
Year
allotted
Kitsap County
County Administration
Second & Fourth Monday
24
5
120
Commission
Building, Norm Dicks
of each month
Meetings
Gov. Center, or
Poulsbo City Hall
Kitsap County
County Administration
Second & Fourth
24
4
96
Hearing Examiner
Building
Thursdays
Kitsap Regional
Norm Dicks
1st Tues every other
6
4
24
Coordinating
Government Center
month
Council
Kitsap County
County Administration
As scheduled by the
2
6
12
Budget Hearings
Building
Count
Commissioners
Various
1 per month, rotating
12
10
120
Corner"
between Commissioner
Planning
County Administration
1st and 3rd Tuesday
24
5
120
Commission
Building
each month
Total Estimated Hours Per Year
1 492
The County shall retain control over program content and designate one person to authorize and
schedule programs produced under this agreement. BKAT works with the County to establish
regular and consistent playback times for all programming produced under this Contract. A schedule
of regularly scheduled playback times for recurring programming is included in Appendix A.
Content of all County programs/meetings and projects with BKAT are the sole property of the County.
County has all rights for reuse, rebroadcast, or any other use of programming completed under this
Contract.
County designee and BKAT Public Access Manager will review hours used by the County two times
per year: before the end of March and before the end of October. Any unused hours that remain
from the designated hours above can be used by Kitsap County for any other production purposes.
*Commissioners Corner shall be scripted and forwarded to BKAT and County Communications
Manager 3 days prior to scheduled production.
KC-524-20 City of Bremerton
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DocuSign Envelope ID: 9D688390-4C48-4A41-90AE-69E22A70C462
ATTACHMENT B
COMPENSATION
Payment shall not exceed $51,660.00 under this contract.
Services performed under this Contract shall be reimbursed at a rate of $105 dollars per hour.
KC-524-20 City of Bremerton
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DocuSign Envelope ID: 9D688390-4C48-4A41-90AE-69E22A70C462
APPENDIX A
PROGRAMMING BROADCAST SCHEDULE
Kitsap County Commissioners
• Regular Meetings on the 2nd and 4th Monday air live at 5:30 p.m.
• Recorded programs air every Tuesday at 1:00 a.m. and 11:00 a.m.
• Recorded programs air on the 1st and 5th Monday at 5:30 p.m.
Kitsap County Hearing Examiner
• Regular Meetings on the 2"d and 4th Thursday air live at 9:00 a.m.
• Recorded programs air every 1st and 3rd Wednesday at 12:00 p.m.
Kitsap Regional Coordinating Council
• Recorded meetings air every 1 st and 2"d Tuesday at 10:00 p.m. and every 3rd and 4th Thursday
at 5:00 p.m.
KC Budget Hearings
• Recorded programs for each hearing will air a minimum of four (4) times. The exact dates
and times for airing will be established prior to the beginning of the hearings.
Commissioners Corner
• Recorded programs air every Monday at 5:00 p.m. and 8:30p.m. and every Tuesday at 10:30
a.m. and 2:00 p.m.
Kitsap County Planning Commission
• Regular meetings on the 1st and 3rd Tuesday air live.
• Recorded meetings on the 2"d and 4th Wednesday at 12:00 p.m.
KC-524-20 City of Bremerton
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