HomeMy WebLinkAbout6718 DocuSign Envelope ID: 16B1 FF22-0B87-480C-AFFB-6133391F4FB0
PROFESSIONAL SERVICES AGREEMENT FUNDING REIMBURSEMENT
AGREEMENT FOR 2024 BRIDGE BLAST WATERFALL
The City of Bremerton ("City") and Sunny Jack Events, LLC ("Consultant"), referred to
collectively as the "Parties," enter into the following Agreement for professional services:
L Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work, dated June 4 , 2024, including any attachments thereto, 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.
IL Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A immediately upon execution of this Agreement. The parties agree that the work and
schedule is to be completed as described in Exhibit A, provided however,that additional time shall
be granted by the City for excusable delays or extra work as provided for in Section X.A of this
agreement.
III. Compensation: In consideration of the services provided pursuant to this Agreement,the
City shall pay Consultant in an amount not to exceed Five Thousand Dollars and zero cents,
$5,000.00. Consultant's charges and bills shall conform to the fee schedule attached hereto as
Exhibit A and incorporated herein by this reference.
The Consultant shall submit regular billing statements detailing work performed and
supplies purchased and amounts charged thereof The descriptions shall conform to and fall within
the categories set out in the Scope of Work and 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.
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 and, if not otherwise provided, such compensation shall be in accordance with Exhibit
A.
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
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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 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:
A. 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, unless Consultant is conducting work pursuant to Subsection B below.
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.
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 expiration or termination of this Agreement.
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 accounting records
in accordance with Generally Accepted Accounting Principles ("GAAP")to substantiate all billed
amounts.
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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. 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 specific purpose intended will be at City's sole risk.
C. Use of Photographs and Images. Consultant shall not use or distribute photographs
or images depicting City officials, personnel, property, or equipment whether prepared by
Consultant or provided by City without prior written consent of the City. The City will not
unreasonably withhold its consent.
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
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. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
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H. Modification: This Agreement may only be modified by written instrument signed
by both Parties.
L Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1st 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.
Notices to be sent to: Notices to be sent to:
CITY: CONSULTANT:
Attn:Mike Riley Attn: Sunny Saunders
City of Bremerton Sunny Jack Events
345 6t' Street, Suite 100 PO Box 2352
Bremerton, WA 98337-1891 Silverdale, WA 98383
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.
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. Assignment: Any assignment of this agreement by the Consultant without the
written consent of the City shall be void.
VIII. Equal Employment Opportunity Statement: In the hiring of employees for the
performance of work under this Agreement, the Consultant, its subconsultants, or any person
acting on behalf of Consultant shall not discriminate in any employment practice on the basis of
age (40+), sex,race, creed, color, national origin, sexual orientation/gender identity, marital status,
military status, or the presence of any physical, mental or sensory disability.
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IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability
in programs and activities, which it operates pursuant to the requirements of the Americans with
Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment
and admission to participation in the programs, services and activities of the City of
Bremerton. Reasonable accommodation for employees or applicants for employment will be
provided.
X. Termination: This Agreement shall remain in force until completion and acceptance of
the services, terminated by written instrument upon mutual consent, or by the City of Bremerton
for convenience. 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. Any 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.
A. Excusable Delays: The right of Consultant to proceed shall 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 fault 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. Rights Upon 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.
XI. Suspension & Debarment. For contracts involving Washington State and Federal
funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals
are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any State or Federal department or
agency. Consultant shall provide immediate written notice to the City if at any time it learns that
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it is or has become ineligible for certification. Should Consultant enter into a covered transaction
with another firm, Consultant agrees by signing this agreement that it will verify that the firm
with whom it intends to do business is not debarred, suspended, ineligible, excluded or
disqualified.
IN WITNESS WHEREOF,the parties below have executed this Agreement.
CITY: CONSULTANT:
CITY OF BREMERTON SUNNY JACK EVENTS
DocuSigned by:
B L7ZLBB724.
By . y
Print Name: Mike Riley Print Name: Sunny Saunders
Its: Finance Director Its:Owner/CEO
Date: 6/17/2024 Date:06/04/24
APPROVED AS TO FORM: ATTEST:
DocuSigned by: DocuSigned by:
By: bil41"-L By: Qln.�t�.a. how
b[AC b st51bO462... 24EDIED4E4SC41F..
Kylie J. Finne , Bremerton City Attorney Angela Hoover, City Clerk
R:1LegallLegallForms\FORMS ON COBWEB\Professional Serces Agreement Rev.04 2023.docx
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Bremerton/[Sunny Jack Events]
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DocuSign Envelope ID: 16B1 FF22-0B87-480C-AFFB-6133391F4FB0
Exhibit A: Scope of Work and Schedule
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DocuSign Envelope ID:16B1FF22-0B87-480C-AFFB-6133391F4FB0
INVOICE
Sunny Jack Events LLC sunny@sunnyjackevents.com SUNINY/ KK
PO Box 2352 +1 (360)710-0387
Silverdale,WA 98383 EVENTS
Creating Smiles From Behind the
Scenes
City of Bremerton Contracts
Bill to
Melinda Monroe
City of Bremerton Contracts
345 6th St,Ste 100
Bremerton,WA 98337
Invoice details
Invoice no.:2200
Terms:Due on receipt
Invoice date:06/07/2024
Due date:06/07/2024
ti Date Product or service Description Qty Rate Amount
1. Bremerton Bridge Blast 1 $5,000.00 $5,000.00
Sponsorship
Total $5,OOO.00
Ways to pay
spay VISA ._' a J E, BANK P vw a venma Overdue 06/07/2024
Pay online