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HomeMy WebLinkAbout3169 +--------------------------------------------------------------------------+ +Browse: Next Previous First Last Update Delete Restart X - Exit t +Retrieve the Next record +Found: 1 Record(s) t MAINTAIN Contract Number Contract Transactions 3169 =r= + t - -Vendor Name - -Subj ect - -Departmen t --Status Code BREMERTON MAIN STREET CONSULTANT SERVICES - ADMIN SVCS PRO EVENTS & PROMOTION += + + + + + Insurance Type Amount GL $2000000.00 AL $1000000.00 Amount Begin Date End Date Review Date $16000.00 01/01/1990 12/31/2003 02/15/2005 Insurance Total Insurance Review Date $3000000.00 01/01/2005 .- Comments EXTEND 1 YR AT CITY OPTION/FUNDING AMENDED 1/1 ANY YEAR VAULT 01/01/2005 + += +--------------------------------------------------------------------------+ +--------------------------------------------------------------------------+ , ::Enter Search Criteria, Press Ese Key to Transmit '~ress Del Key to Terminate Delete Mode CHANGE Contract Number Contract Transactions 3169 - 'Vendor Name "Subject - ,Department . -Status Code BREMER TON MAIN STREET CONSULTANT SERVICES - ADMIN SVCS PRO EVENTS & PROMOTION + ~ Insurance Type Amount GL $2000000.00 AL $1000000.00 Amoun t Begin Date End Date Review Date $16000.00 .. 01/01/1990 12/31/2003 02/15/2005 .. Insurance Total Insurance Review Date $3000000.00 01/01/2005 .. Comments EXTEND 1 YR AT CITY OPTION/FUNDING AMENDED 1/1 ANY YEAR t VAULT 01/01/2005 + +--------------------------------------------------------------------------+ ADDENDUM NO. 2 TO CONTRACT BETWEEN THE CITY OF BREMERTON AND BREMERTON MAIN STREET CONTRACT # 3169 This addendum to contract amends the professional services agreement (the "Contract") entered into between the City of Bremerton ("City") and Bremerton Main Street ("Consultant") executed on January 1, 1998 and amended on March 1, 2002, and WHEREAS, the parties entered into a professional services agreement on January 1, 1998 for certain services which was amended by addendum to contract entered into on March 1, 2002 ("Addendum 1") to extend the term of said contract, and WHEREAS, the parties desire to further extend the term of the Contract as provided below; NOW THEREFORE For valuable consideration and by mutual consent of the parties, the Contract as amended by Addendum 1 is amended as follows: 1. SCOPE. In conjtmetion with the City's annual budget process and prior to thc calendar year for services to be rendered, Consultant shall submit a proposed Scope of Work. The City must approve the Scope of Work and approve the budget of the Hotel/Motel Tax proceeds for the Scope of Work prior to services beIng rendered. Should the City fail to either approve the Scope of Work or compensation, either party may terminate this Agreement pursuant to Section 10 in the original agreement. 2. TERM. The contract shall commence on January 1, 2003 and continue in full force and effect until terminated pursuant to Section 10 of this Agreement. 3. COMPENSATION. For calendar year 2003, the City shall pay Consultant Twenty-one Thousand Dollars and 00/100 ($21,000) Hotel/Motel Tax proceeds for services. Payment shall be made in two equal installments of Ten Thousand Five Hundred Dollars and 00/100 ($10,500.00). Funding is subject to actual Hotel/Motel Lodging Tax Funds received by the City during the calendar year. After calendar year 2003, compensation shall be subject to the annual approval of the budget and compensation for the Scope of Work for this Contract. If Hotel/Motel tax receipts are lower than budgeted and approved for the year of service, funding may be decreased proportionately throughout Fund 104. All provisions in the Contract as amended by Addendum 1 shall remain in full force and effect except as expressly amended by this document. The parties whose names appear represent that they are authorized to enter into a contract amendment that is binding on the parties of this contract. ADDENDUM 2 TO CONTRACT 1 September 12, 2003 Conlract # 3169 1N WITNESS WHEREOF, the parties have executed this Addendum 2. to Contract on the day fully executed below. BREMERTON MAIN STREET CITY OF BREMERTON By Ca~ Bozeman Its ,~.~_~,~,&~z'~_~ ~Oza.e~&~-~ Its Mayor DATE: / -- /o~ -~) ~ DATE: /~/_~- ~O~ APPROVED AS TO FORM: Bremerton City Attome~ ADDENDUM 2 TO CONTRACT 2 September 12, 2003 Contract # 3169 245 Fourth Street, Suite 201 B (360) 377-3041 Bremerton, WA 98337 FAX (360) 373-9053 January 12, 2004 Paula Johnston City of Bremerton 239 4* Street Bremerton, WA 98337 Dear Paula, The Bremerton Main Street Association will continue to sponsor community events in Downtown Bremerton and also support activities that other organizations sponsor in the downtown area by giving out helpful information when our office is called-which is often. The events that Bremerton Main Street Association are involved in this year are the St. Pau'ick's Parade, the four Friday evening Concerts on the Boardwalk in July, the Blackberry Festival September 4' and 5~,and the Santa arrival the first Friday evening in December (this year the 3rcl~). We enjoy working with the City of Bremerton to promote the downtown area and appreciate their support of our events. Scope of work for the year 2003 ADDENDUM TO CONTRACT 3169 WHEREAS, the CITY OF BREMERTON, a municipal corporation (hereinafter referred to as "City"), and BREMERTON MAiN STREET ASSOCIATION, a duly organized corporation, (hereinafter referred to as "CONSULTANT") hereto entered into a Contract, dated January 1, 1998 and, WHEREAS, the parties desire to extend the Contract for an additional one (1) year term, NOW, THEREFORE, in consideration for the mutual covenants set forth below, the parties agree as follows: I. The term of the Agreement executed by the parties hereto on January 1, 1998 shall be extended from January 1,2002 through December 31,2002. I1. That City shall pay Consultant Twenty-Five Thousand and 00/100 dollars ($25,000) from 2002 Hotel/Motel Tax proceeds for services. Payment shall be made in twelve equal monthly installments of Two Thousand, Eighty-Three Dollars and 33 cents (2,083.33), beginning in January 2002. Funding is subject to actual Hotel/Motel Lodging Tax funds received by the City during 2002. If Hotel/Motel tax receipts are lower than projected for 2002, funding may be decreased proportionately throughout Fund 104. II1. The SCOPE OF WORK referenced in Exhibit "A" of the contract shall be amended as set forth in EXHIBIT A attached hereto as fully set forth and incorporated in the contract for the year reflecting how the funds described in II will be spent. IV. The Consultant hereby agrees to waive membership dues for a City of Bremerton membership to the BREMERTON MAIN STREET ASSOCIATION. The CITY OF BREMERTON and the BREMERTON MAIN STREET ASSOCIATION, agree to all provisions of the original Agreement which are not in conflict with this Addendum to Contract and shall remain in full force and effect. CITY OF BREMERTON BREMERTON MAIN STREET ASSOCIATION Date: · ~-/ -~3,~, Date: /~' ~ 5'- ~ ~ GARY B'O~MAN, Mayor -- ' ' - -- Attest: ~THLEE~N ~Y, City Clerk Approved As T Fnrn'v- ROGER LUBOVICH, City Attorney  Ei~IIB IT "A" 245 Fourth Street, Suite 201 B (360) 377-3041 Bremerton, WA 98337 FAX (360) 373-9053 December 20, 2001 Paula Johnston City of Bremerton 239 4th Street Bremerton, WA 98337 Dear Paula, The Bremerton Main Street Association will continue to sponsor community events in Downtown Bremerton and also support activities that other organizations sponsor in the downtown area by giving out helpful information when our office is called, which is often. The events that Bremerton Main Street Association are involved in this year are the St. Patrick's Parade, the four Friday evening Concerts on the Boardwalk in July, the Blackberry Festival August 31a and September 1~t and the Santa arrival the first Friday evening in December (next year the 6th). We enjoy working with the City of Bremerton to promote the downtown area and appreciate their support of our events. Scope of work for the year 2002 ADDENDUM TO CONTRACT 3169 WHEREAS, the CITY OF BREMERTON, a municipal corporation (hereinafter referred to as "City"), and BREMERTON MAIN STREET ASSOCIATION, a duly organized corporation, (hereinafter referred to as "CONSULTANT") hereto entered into a Contract, dated January 1, 1998 and, WHEREAS, the parties desire to extend the Contract for an additional one (1) year term, NOW, THEREFORE, in consideration for the mutual covenants set forth below, the parties agree as follows: I. The term of the Agreement executed by the parties hereto on January 1, 1998 shall be extended from January 1,2001 through December 31,2001. I1. That City shall pay Consultant Twenty Thousand and 00/100 dollars ($20,000) from 2001 Hotel/Motel Tax proceeds for services. Payment shall be made in twelve equal monthly installments of One Thousand, Six Hundred and Sixty-Six Dollars and 67 cents (1,666.67), beginning in January 2001. Funding is subject to actual Hotel/Motel Lodging Tax funds received by the City during 2001. If Hotel/Motel tax receipts are lower than projected for 2001, funding may be decreased proportionately throughout Fund 104. II1. The SCOPE OF WORK referenced in Exhibit "A" of the contract shall be amended as set forth in EXHIBIT A attached hereto as fully set forth and incorporated in the contract for the year reflecting how the funds described in II will be spent. IV. The Consultant hereby agrees to waive membership dues for a City of Bremerton membership to the BREMERTON MAIN STREET ASSOCIATION. The CITY OF BREMERTON and the BREMERTON MAIN STREET ASSOCIATION,, agree to all provisions of the original Agreement which are not in conflict with this Addendum to Contract and shall remain in full force and effect. CITY OF BREMERTON BREMERTON MAIN STREET ASSOCIATION Atte~:~. ~ ~ KATHLEEN L. M~CLUSKEY, City Clerk Approved As To Form: DAVID'ST PIE~RRE, Assistant City Attorney 245 Fourth Street, Suite 201 B (360) 3t7-30 1 8remerton, WA 98337 FAX (360) 373-9053 March 7, 2001 Paula Johnston City of Bremerton 239 4th Street Bremerton, WA 98337 Dear Paul& The Bremerton Main Street Association will continue to sponsor community events in Downtown Bremerton and also support activities that other organizations sponsor in the downtown area by giving out helpful information when our office is called, which is often. The events that Bremerton Main Street Association are involved in this year are the St. Patrick's Parade on March 17th, the four Friday evening Concerts on the Boardwalk in July, the Blackberry Festival September 1~t and 2nd and the Santa arrival the first Friday evening in December (.this year the 7~h). The Main Street Association is also involved in the Centennial Celebration with the City of Bremerton which will include adding the Centennial logo to all our printed material and hoping to add to some of our established events this year to promote the Centennial celebration. We enjoy working with the City of Bremerton to promote the downtown area and appreciate their support of our events. EXHIBIT A ADDENDUM TO CONTRACT 3169 WHEREAS, the CITY OF BREMERTON, a municipal corporation (hereinafter referred to as "City"), and BREMERTON MAIN STREET ASSOCIATION, a duly organized corporation, (hereinafter referred to as "Consultant") hereto entered into a Contract, dated January 1, 1998, and, WHEREAS, the parties desire to extend the Contract for an additional one (1) year term, NOW, THEREFORE, in consideration for the mutual covenants set forth below, the parties agree as follow: I. The term of the Agreement executed by the parties hereto on January 1, 1998 shall be extended from January 1,2000 through December 31,2000. II. That City shall pay Consultant Fifteen Thousand and 00/100 dollars ($15,000.00) from 2000 Hotel/Motel tax proceeds for services. Payment shall be made in two equal monthly installments of SevenThousand Five Hundred Dollars ($7,500.00). One payment will be made in January 2000. The second payment will be made in July 2000. Funding is subject to actual Hotel/Motel Tax funds received by the City during 2000. If Hotel/Motel tax receipts are lower than projected for 2000, funding may be decreased proportionately throughout Fund 104. III The SCOPE OF WORK referenced in Exhibit "A" of the contract shall be amended as set forth in EXHIBIT A attached hereto as fully set forth and incorporated in the contract for the year reflecting how the funds described in II will be spent. IV The CITY OF BREMERTON and the BREMERTON MAIN STREET ASSOCIATION, agree to all provisions of the original Agreement which are not in conflict with this Addendum to Contract shall remain in full force and effect. CITY OF BREMERTON BREMERTON MAIN STREET ASSOCIATION HORTON, Mayor KATHLEEN L. McCLUSKEY, City Clerk Approved As To Form: (:~..E~ MAL~NCA, City Attorney EXHIBIT A Consultant will provide the following services: 1. Participate in Task Force meetings as described and continue to sponsor community events as follows: a. Concerts on the Boardwalk b. Blackberry Festival c. Santa arrival to the downtown area 2. Promote the City of Bremerton by continuing publication and distribution of a pamphlet through the Bremerton Area Chamber of Commerce and Visitors & Convention Bureau, ADDENDUM TO CONTRACT 3169 WHEREAS, the CITY OF BREMERTON, a municipal corporation (hereinafter referred to as "City"), and BREMERTON MAIN STREET ASSOCIATION, a duly organized corporation, (hereinafter referred to as "Consultant") hereto entered into a Contract, dated January 1, 1998, and, WHEREAS, the parties desire to extend the Contract for an additional one (1) year term, NOW, THEREFORE, in consideration for the mutual covenants set forth below, the parties agree as follow: I. The term of the Agreement executed by the parties hereto on January 1, 1998 shall be extended from January 1, 1999 through December 31, 1999. II. That City shall pay Consultant Ten Thousand and 00/100 dollars ($10,000.00) from 1999 Hotel/Motel tax proceeds for services. Payment shall be made in two equal monthly installments of Five Thousand Dollars ($5,000.00). One payment will be made in January 1999. The second payment will be made in July 1999. Funding is subject to actual Hotel/Motel Tax funds received by the City during 1999. If Hotel/Motel tax receipts are lower than projected for 1999, funding may be decreased proportionately throughout Fund 104. III The SCOPE OF WORK referenced in Exhibit 'W' of the contract shall be amended as set forth in EXHIBIT A attached hereto as fully set forth and incorporated in the contract for the year reflecting how the funds described in II will be spent. IV The CITY OF BREMERTON and the BREMERTON MAIN STREET ASSOCIATION, agree to all provisions of the original Agreement which are not in conflict with this Addendum to Contract shall remain in full force and effect. CITY OF BREMERTON BREMERTON MAIN STREET ASSOCIATION DATE: ~- 'L'~' - ~I DATE: By: By: /~~ LYNN S. HORTON, Mayor /' -/~ESIDENT Approved As To Form: EXHIBIT A Consultant will provide the following services: 1. Continue to sponsor community events and participate in Task Force meetings as described as follows: a. St. Patrick's Day Festivities b. Concerts on the Boardwalk c. Blackberry Festival d. Santa arrival to the downtown area 2. Promote the City of Bremerton by continuing publication and distribution of a pamphlet through the Bremerton Area Chamber of Commerce and Visitors & Convention Bureau. PROFESSIONAL SERVICES AGREEMENT Bremerton Main Street Association THIS AGREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and the Bremeton Main Street Association (hereinafter referred to as" Consultant"). WlTNESSETH: 1. SCOPE: In exchange for compensation, Consultant agrees to provide services to the City as detailed in EXHIBIT A, attached hereto and incorporated herein by this reference. 2. TERM: The contract shall commence January 1, 1998 and will terminate December 31, 1998. 3. COMPENSATION: City shall pay Consultant Ten Thousand and no/100 Dollars ($10,000.00). Payment shall be made in two equal installments of Five Thousand and no/100 Dollars ($5,000.00). One payment will be made in January 1998. The second payment will be made in July 1998. 4. RELATIONSHIP OF PARTIES: The parties understand and agree that the Consultant is a non-profit agency skilled in matters pertaining to operations and management of a main street association and will perform independent functions and responsibilities in the area of its particular field of expertise. Consultant and its personnel shall act as independent contractors and not employees of the City. As such they have no authority to bind the City nor control employees of the City, contractors, or other entities. Within the performance of these duties, Consultant shall work under the direction of the Administrative Services Director. 5. INDUSTRIAL INSURANCE: Consultant agrees to provide for State industrial insurance coverage for its personnel as required by State law. 6. LICENSES AND TAXES: Consultant shall possess a current Bremerton Business License and any regulatory license required to fulfill Consultant's obligations under this agreement. B & O taxes shall be paid when due and Consultant, by this Agreement, assigns any payments due under this Agreement to the City Clerk for payment of such taxes which have been declared delinquent. 7. INSURANCE AND HOLD HARMLESS: Prior to and during the performance of the work covered by this Agreement, Consultant shall provide the Risk Manager for the City with evidence that it has obtained and maintains in full force and effect during the term of this Agreement comprehensive general liability insurance coverage of at least $500,000.00 per occurrence. In the event Consultant organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Consultant shall also provide evidence that it has obtained products liability and liquor liability insurance of at least $500,000.00 per occurrence, for each event. The City shall be named as additional insured. The Risk Manager shall be provided thirty (30) days written notice of any cancellation of said insurance. Consultant agrees to defend, indemnify and save harmless the City, its appointed and elected officers and employees, from and against any and all liability, loss, costs, damage and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have risen directly or indirectly out of or in consequence of or the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of Consultant, its subcontractors, agents, volunteers, successors or assigns. This provision shall be inapplicable to the extent City is judicially found solely negligent for such damage or injury. 8. GENERAL CONDITIONS: a. Reports and information - Consultant, at such times and in such forms as the City may require, shall furnish the City such reasonable periodic reports and documents as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in the connection therewith, and any other matters covered by this Agreement. Consultant will maintain accounting records in accordance with generally accepted accounting principles and practices to substantiate all invoiced amounts. b. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been fully set forth in the text of this Agreement. c. Amendments - The parties hereby agree that this Agreement cannot be amended or modified without the written concurrence of both parties. d. Notices - Any notices required to be given by the City to the Consultant or by Consultant to City shall be in writing and delivered to the parties at the following addresses: City Clerk Bremerton Main Street Association 239 Fourth Street Suite 201B Bremerton WA 98337 245 Fourth Street Bremerton, WA 98337 e. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be waiver of any other breach. f. Compliance with State, Local and Federal Laws - Consultant agrees to comply with all applicable local, state and federal laws in performance of all services under this Agreement. g. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action brought hereunder shall be in Kitsap County Superior Court. h. Attorney Fees - The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 9. NONDISCRIMINATION: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status or disability except employment actions based on a bona fide occupational qualification. 10. TERMINATION: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other party, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of wdtten notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all matters upon which Consultant is advising the City as of the effective date of termination. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. BREMERTON MAIN STREET ASSOCIATION ~ Date: ~./~,,~/f-7"- ~///~;~'/ By: ~~J,~ ,President CITY OF BREMERTON Date: By: ~ ~. ;~ ~YNN HORTON, Mayor I~,~r'HI~E-N ~Ci~USKEY, City Clerk EXHIBIT A Consultant will provide the following services: 1, Continue to sponsor community events and participate in Task Force meetings as described as follows: a. St. Patrick's Day Festivities b. Concerts on the Boardwalk c. Blackberry Festival, d. Santa arrival to the downtown area 2. Promote the City of Bremerton by continuing publication and distribution of a pamphlet through the Bremerton Area Chamber of Commerce and Visitors & Convention Bureau. 3. Submit quarterly reports to the City Council advising progress and perfe.~ance'o~.the foregoing: - PROFESSIONAL SERVICES AGREEMENT Brernerton Main Street Association THIS AGREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and the Bremeton Main Street Association (hereinafter referred to as" Consultant"). WlTNESSETH: 1.. SCOPE: In exchange for compensation, Consultant agrees to provide services to the City as detailed in EXHIBIT A, attached hereto and incorporated herein by this reference. 2. TERM: The contract shall commence January 1, 1997 and will terminate December 31, 1997. 3. COMPENSATION: City shall pay Consultant Sixteen Thousand and no/100 Dollars ($16,000.00). Payment shall be made in two equal installments of Eight Thousand and no/100 Dollars ($8,000.00). One payment will be made in January 1997. The second payment will be made in July 1997. 4, RELATIONSHIP OF PARTIES: The parties understand and agree that the Consultant is a non-profit agency skilled in matters pertaining to operations and management of a main street association and will perform independent functions and responsibilities in the area of its particular field of expertise. Consultant and its personnel shall act as independent contractors and not employees of the City. As such they have no authority to bind the City nor control employees of the City, contractors, or other entities. Within the performance of these duties, Consultant shall work under the direction of the Administrative Services Director. 5. INDUSTRIAL INSURANCE: Consultant agrees to provide for State industrial insurance coverage for its personnel as required by State law. 6. LICENSES AND TAXES: Consultant shall possess a current Bremerton Business License and any regulatory license required to fulfill Consultant's obligations under this agreement. B & O taxes shall be paid when due and Consultant, by this Agreement, assigns any payments due under this Agreement to the City Clerk for payment of such taxes which have been declared delinquent. 7. INSURANCE AND HOLD HARMLESS: Prior to and during the performance of the work covered by this Agreement, Consultant shall provide the Risk Manager for the City with evidence that it has obtained and maintains in full force and effect during the term of this Agreement comprehensive general liability insurance coverage of at least $500,000.00 per occurrence. In the event Consultant organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Consultant shall also provide evidence that it has obtained products liability and liquor liability insurance of at least $500,000.00 per occurrence, for each event. The City shall be named as additional insured. The Risk Manager shall be provided thirty (30) days written notice of any cancellation of said insurance. Consultant agrees to defend, indemnify and save harmless the City, its appointed and elected officers and employees, from and against any and all liability, loss, costs, damage and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have risen directly or indirectly out of or in consequence of or the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of Consultant, its subcontractors, agents, volunteers, successors or assigns. This provision sh.all, be inapplicable to the extent City is judicially found solely negligent for such damage or ~njury. 8. GENERAL CONDITIONS: a. Reports and information - Consultant, at such times and in such forms as the City may require, shall furnish the City such reasonable periodic reports and documents as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in the connection therewith, and any other matters covered by this Agreement. Consultant will maintain accounting records in accordance with generally accepted accounting principles and practices to substantiate all invoiced amounts. b. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been fully set forth in the text of this Agreement. c. Amendments - The parties hereby agree that this Agreement cannot be amended or modified without the written concurrence of both parties. d. Notices - Any notices required to be given by the City to the Consultant or by Consultant to City shall be in writing and delivered to the parties at the following addresses: City Clerk Bremerton Main Street Association 239 Fourth Street Suite 201B Bremerton WA 98337 245 Fourth Street Bramrton, WA 98337 e. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be waiver of any other breach. f. Compliance with State, Local and Federal Laws - Consultant agrees to comply with all applicable local, state and federal laws in performance of all services under this Agreement. g. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action brought hereunder shall be in Kitsap County Superior Court. h. Attorney Fees - The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 9. NONDISCRIMINATION: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status or disability except employment actions based on a bona fide occupational qualification. t0. TERMINATION: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other party, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of wdtten notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all matters upon which Consultant is advising the City as of the effective date of termination. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. BREMERTON MAIN STREET ASSOCIATION Date: ,President CITY OF BREMERTON Date: ~-/~" ~ By: ~'NYN N HORTON, Mayor DEPARTMENTAL APPROVAL: KATHLEEN McCLUSKEY, City Clerk TO FORM: ~i~ney  EXHIBIq 'A" 245 Fourth Street, Suite 201 B (360) 377-3041 8remerton, WA 98337 FAX (360) 373-9053 Scope of work for 1997: 1. Will continue to be a part of the Downtown Waterfront Task Force meetings. The Main Street Association was instrumental in the formation of this group. .2. Continue to build on promotional events in downtown Bremerton that include: Bremerton Blackberry Festival, Concerts on the Boardwalk, St. Patrick's Parade and the Santa Arrival. In 1997 The Art Party will be added. (BBF was approved as "sanctioned event" for Seafair.) 3. Continue to be responsive to opportunities that arise from interactions with civic organizations, businesses and city government, and create activities or events of benefit to the city and downtown businesses. 4. Continue to work .with the Street Department regarding the hanging of seasonal banners and continue our cooperative effort with the Parks Department on the brick and granite project on the boardwalk. 5. Work with Sinclair Landing Associates and Howard S. Wright to promote the Sinclair Landing waterfront project. 6. Continue to seize oppommities to maintain and enhance downtown Bremerton's historic events and facilities. 7. Work in whatever ways possible to promote enhancement and improvement of the Bremerton ferry mn, as well as connecting links to the ferry. 8. Have organized many dedications and grand openings in the past and will continue to look for opportunities to do more in the future. 9. Continue to combine efforts with the newspapers and radio stations adding their sponsorship to advertise our events, thereby getting more advertising for the purpose of attracting out of town visitors. We will also continue the alliance with the Seafair Festival as a sanctioned event for the Bremerton Blackberry Festival (which drew 55,000 people last year) encouraging tourism from the larger metropolitan markets and way points. 10. Everything Bremerton Main Street Association does is to promote and benefit the downtown core area and work on behalf of the City of Bremerton and the Port of Bremerton in this regard exposing more people to this beautiful waterfront area. We will continue to meet with new property owners and businesses to help them get established in Bremerton. ADMINISTRATIVE SERVICES · KATHLEEN McCLUSKEY, DIRECTOR Gateway to the Olympics and Home of the Pug8 Sound Naval Shipyard April 25, 1996 Carol Atkinson Bremerton Main Street 245 Fourth Street, Suite 201B Bremerton, WA 98337 Dear Ms. Atkinson: The City Council allocated $5,000 to the Bremerton Main Street for services referenced in the attached Exhibit "A". Payment will be made in two installments. The first payment was made in the first quarter of the year, the second payment in the amount of $2,500 will be made in July 1996. Please sign, date and return one copy of this letter acknowledging your agreement with the provision of services referenced in Exhibit "A". Sincerely, Kathleen L. McCluskey, Director ~ Administrative Services KLM:ch attachment Concur: Carol Atkinson Bremerton Main Street Date: ~ ~', ?~'~ 239 4TH STREET · BREMERTON, WA 98337 · (36(I) 478-5290 · FAX (360) 478-5200 ~x. I~'IIBIT "A-1996' 245 Fourth Street, Suite 201 8 (360) 377-3041 8remerton, WA 98337 FAX (360) 373-9053 Scope of Work for 1996 1. Will continue to be a part of the Downtown Waterfront Task Force meetings. The Main Street Association was instrumental in the formation of this group. 2. Continue to build on promotional events in Downtown Bremerton that include: Bremerton Blackberry Festival, Concerts OnThe Boardwalk, St. Patrick's Parade and the Santa An'ival. 3. Continue to be responsive to oppommities that arise from interactions with civic organizations, businesses and city government, and create activities or events of benefit to the city and downtown businesses. 4. A. Continue to work with the Street Department regarding the hanging of seasonal banners. (Main Street now has four sets. These banners represent approximately $8,000 investment per set.) B. Continue our cooperative effort with the Parks Department on the brick and granite project on the Boardwalk. 5. Work with Sinclair Landing Associates and Fletcher Wright to promote the Sinclair Landing waterfrom project. 6. Continue to seize opportunities to maintain and enhance Downtown Bremerton's historic events and facilities. 7. Work in whatever ways possible to promote enhancement and improvement of the Bremerton ferry run, as well as connecting links to the ferry. 8. Have organized many dedications and grand openings in the past and will continue to look for opportunities to do more in the furore. 9. In general, everything Bremerton Main Street Association does is to promote and benefit the downtown core area and work on behalf of the City of Bremerton and the Port of Bremerton in this regard. We continually meet with new property owners and businesses to help them get established in Bremerton. Examples are 245 4th Street building owner, Michael Laiue, Elk's building renewal project and Police Resource Division relocation. · OFFICE OF THE CITY CLERK · Gateway to the Olympics and Home of the Puget Sound Naval Shipyard America's Most Liveable City January 27, 1995 Mr. Don Atkinson Bremerton Main Street Association Suite 201A 245 4th Street Bremerton, WA 98337 Dear Mr. Atkinson: Please be advised that action by the City of Bremerton City Council has resulted in the allocation of $13,000.00 to assist the Bremerton Main Street Association with its annual operating expenses for the period beginning January 1, 1995 and ending December 31, 1995. As the recipient of tax-generated public funds, it is requested that, unless provided for elsewhere in the Agreement entered into between the City of Bremerton and Main Street Association, a SCOPE OF WORK for the year be submitted reflecting how the funds are going to be spent. The Authorized Representative of Bremerton Main Street Associafon is asked to sign in the space provided below and return this letter, along with the proposed SCOPE OF WORK, to City of Bremerton, Administrative Services Director, 239 4th Street, Bremerton, WA 98337. Thank you for your atten6on to this matter. Gil Johnson, Deputy City Clerk DATE: 2/1/95 Don Atkinson BY: Bremerton Main ORGANIZATION: Street Association 239 4TH STREET · BREMERTON, WA 98310 · (206) 478-5290 B ~ E M E RTO N ~,~1,~11;!~ ~]~LBI~ASSO C IATION New Budget Considerations for '95 1. Bremerton Main Street Association proposes to become the "point agency" for utilization of the Tonkin/Hoyne master planning for downtown in an effort to attract: developers, retailers and housing developments for the downtown area. Included would be development of inventory of downtown facilities available for retail, office and other functions. 2. Would focus all activities in the eight months of 1994 on a countdown to the potential "world focus on Bremerton" during the 50th Anniversary of the World War II Peace Treaty signing the first weekend in September, as well as the 20th Anniversary of the Viet Nam War. Have already interested some potential sponsors of events, because of the significance of the historic tie-ins. 3. Build on promotion event successes of past six years that have built: Bremerton Blackberry Festival, Concerts on the Boardwalk, Bremerton Sunday Market to major draws of people back downtown, and acquainting them with new facilities and new opportunities in Downtown Bremerton. We are working on a system, whereby these successful community celebrations (Blackberry Festival is Western Washington's fastest growing such event) will have greater financial impact for businesses in the central business district, as we work with them to more effectively capitalize on the huge crowds that are being drawn by individual events and by the series of events. 4. Continue to be responsive to opportunities that arise during the year from civic organizations, businesses and city government to seize initiatives and create activities or events of benefit to the city and downtown businesses. Page one of three pages: Budget Considerations '95 Page two of three pages: Budget Considerations '95 5. Maintain the "Perspectives "94" series on access television focusing positive attention on a variety of community phenomena ranging from: business, development, law enforcement and safety, tourism and a variety of other subjects and areas. 6. With positive physical and program development of recent years in the central business district, utilize contacts with Seattle/Regional Media for positive attention for Bremerton. Includes: Times, P-I, Morning News Tribune, Television Stations and Puget Sound Business Journal. 7. Work wherever possible to enhance the Admiral Theater fund-raising and development efforts. 8. Maintain downtown beautification efforts working with Parks Department, Street Department and other agencies on such programs as: banner and basket program, brick and granite block program and others. 9. Continue to seize opportunities to; maintain and enhance Downtown Bremerton's historic events and facilities. In the past this has included redevelopment of Wyckoff Park and other activities. In 1995 this may well include some additional mural work and preservation of the "Give 'em Hell Harry" area in the Elks Complex. 10. Work in whatever ways possible to promote enhancement and improvement of Bremerton Ferry run, as well as connecting links to ferry. 11. Have already organized the second year of clean-up projects in the downtown area utilizing our 11 member "Main Street Renovation Team" which we oversee for the Kitsap Community Action Program's PACK effort. Numerous public and private work projects have already been accomplished by this Main Street team. Currently we have them working on the clean up, repair and restoration of Sinclair's Restaurant. We are discussing with the owners of Caffe Zoo their needs for clean up and repair, as that facility has been trashed. A great amount of good is being accomplished by our Main Street Renovation Team, and our greatest priority is to have them help get facilities ready in the downtown area for prospective retail or office tenants. When they do work in the public sector, there is no charge. We feel that the program is now fully developed and operational and should enable us to accomplish more in 1995. Ill 12. Will be on the lookout for opportunities to seize the community spotlight and merchandising initiatives for the downtown area. Bremerton Main Street Association has in the recent years: Organized the dedication with the Washington State Ferries of the Passenger Only ferry service when it came to Bremerton, welcomed the Labor and Industries Office and the new Liquor Control Board, as they were the first new state offices that have come to Downtown Bremerton, since Bremerton Main Street Association signed a pact with the State of Washington giving Downtown Bremerton preferential treatment in terms of consideration for state leases. Bremerton Main Street recently responded to the mayor's concern about an effort to move a youth recreation program up onto Pacific Avenue after they had numerous problems with local authorities on First Street. 13. Unlike other organizations working with full staffs receiving funding by the City o.f Bremerton, the Bremerton Main Street Association does all this with one paid staff member and the rest volunteers. Also, the Bremerton Main Street Association was instrumental in acquiring Community Insights and the KCAP program to leasing space in the 245 4th Street Building. 14. Bremerton Main Street Association will continue to coordinate the Banner and Basket Program that helps to beautify the downtown area and to soften the otherwise harsh urban cityscape. Main Street has generated funding, design and acquisition for three sets of banners along downtown streets and two sets along the boardwalk. We have carried on this program for four years. 15. Main Street is exploring ways to raise funds to replenish the Art Promotion Fund in the downtown area, and we are looking into some activities and fund raising work that can be carried on indoors during the winter. Investment: $25,000 Page three of three pages: Budget Considerations '94 ADDENDUM TO CONTRACT N,,m~er 3169 WHEREAS, the CITY OF BREMERTON, a municipal corporation, and BREMERTON ~IN STREET ASSOCIATION, a duly organized corporation, hereto entered into a Contract, dated January 1, 1992, and ~EREAS, the parties desire to extend the Contract for an addition one year, NOW, THEREFORE, in consideration for the mutual covenants set forth below, the parties agree as follows: I. The tea of the Agreement, executed by the parties hereto on January 31. 1992, shall be extended from Janua~ 1, 1993 to December 31. 1993. II. The CITY OF B~RTON and BRE~RTON ~IN STREET ASSOCIATION, agree that all provisions of the original Agreement which are not in conflict with this Addendum to Contract, shall remain in full force and effect. Date:/~~;..._ B~MF/~ON~IN/~ETASSOClA~I~3N Date: Date: ~--&--~ By: LOUIS MENTOR, Mayor DEPARTMENTAL APPROVAL: ATTEST: By: RATH~EN MCCLUS~Y, Clerk ADDENDUM TO CONTRACT 3169 Bremerton Main Street Association PROFESSIONAL SERVICES AGREEMENT BREMERTON MAIN STREET ASSOCIATION THIS AGREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and the Bremerton Main Street Association (hereinafter referred to as "Consultant"). WITNESSETH: 1. SCOPE: In exchange for compensation, Consultant agrees to provide services promoting economic development of the City as detailed in Exhibit A, attached hereto and incorporated herein by this reference. Consultant shall present a quarterly written report to the City following each quarter describing the services rendered with a breakdown for work completed as authorized under this Agreement. 2. TERM: This Agreement shall be effective for a period commencing on the first day of January, 1992, and terminating on the 31st day of December, 1992. of the .ty upon the same terms and conditions herein, except as to the funding provisions herein. Said funding provisions shall be reviewed and, if necessary, renegotiated prior to the termination of the previous one (1) year term. 3. COMPENSATION: City Shall pay Consultant the sum of Twenty thousand and 00/100 dollars ($20,000) , in equal monthly installments at the beginning of each month for operating costs, supplies, materials, and salaries associated with providing services hereunder. 4. RELATIONSHIP OF PARTIES: The parties understand and agree that Consultant is an association skilled in matters pertaining to the scope of work and will perform independent functions and responsibilities in the area of its particular field of expertise. Consultant and its personnel shall act as independent contractors and not employees of the City. As such they have no authority to bind the city nor control employees of the City, contractors, or other entities. Within the performance of these duties, Consultant shall work under the direction of the Mayor's office. 5. OPEN ACCESS TO INFORMATION: To ensure public confidence in the activity funded by this agreement, Consultant agrees to abide by those regulations controlling a public agency's disclosure of documents of a public agency (RCW 42.17) or the conduct of meetings of its governing board (RCW 42.32) where the documents or meetings relate to work under this contract. The City Attorney may be consulted on disclosure or open meeting procedures or exceptions set forth in these statutes and made applicable to Consultant by this paragraph. 6. POLITICAL ACTIVITY: As a recipient of tax-generated public funding through this contract, Consultant agrees that it shall use no resources, including staff facilities or materials, nor take any action which advocates, assists or promotes the success or failure of any ballot issue or candidate for elective office. 7. INDEMNIFICATION: Consultant agrees to defend, indemnify, and save harmless the City, its appointed and elected officers, and employees from and against any and all liability, loss, costs, damage, and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of or the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of Consultant, its subcontractors, agency, successors, or assigns. This provisions shall be inapplicable if City is judicially found solely negligent for such damage or injury. 8. GENERAL CONDITIONS: a. Reports and information - In addition to reports required under Section 1, Consultant shall furnish the city such reports and documents as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. Consultant will maintain accounting records in accordance with generally accepted accounting principals and practices. b. Assignability - Consultant shall not assign any interest in this Agreement and shall not transfer any interest in same (whether by assignment or novation) without the prior written consent of the City thereto; provided, however, that claims for payment under this Agreement may be assigned. c. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been fully set forth in the text of this Agreement. d. Amendments - The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. e. Notices - Any notices required to be given by the City to the Consultant or by the Consultant to the City shall be in writing and delivered to the following parties at the following addresses: Mayor Louis Mentor President 239 Fourth Street 245 4th Street Bremerton, Wa 98310 Suite 201 B Bremerton, WA 98310 f. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. g. Compliance with State, Local and Federal Laws - Consultant agrees to comply with all applicable local, state, and federal laws in performance of all services under this Agreement. h. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action Brought hereunder shall be in Kitsap County Superior Count. i. Attorney Fees - The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 9. TERMINATION: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the Mayor, as authorized by the City Council. Upon such termination, City will be entitled to reports showing the status of all matters upon which Consultant is providing services to the City as of the effective date of termination. 10. NONDISCRIMINATION: Consultant shall not discriminate in any manner on the basis of sex, race, color, creed, or national origin, age, marital status, physical, mental or sensory handicap unless based on a bona fide occupational qualification. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. ATTEST: City Clerk ~ 'y~JAtt orney' EXHIBIT A MAIN STREET SCOPE OF WORK 1992 1. Work with the City to define and attract desirable target businesses to the central business district; 2. Work with the businesses in the central business district to prevent business leakage in that area; 3. Develop and implement a year around retail marketing plan to attract shoppers to the central business district; · 4. Work with the City to design and complete a market analysis for the central business district; 5. Organize a parking committee that will work with the City to evaluate downtown parking needs; 6. Organize a design committee to assist the City in developing design guidelines for the downtown core; 7. Assist the City in determining the feasibility of a Business Improvement Area in the downtown core; 8. Take the lead to bring a common commitment to and focus on physical/economic revitalization of the central business district, ensuring inclusion of new owners/operators; 9. Place an emphasis on marketing the Main Street organization as the lead agency in downtown revitalization; 10. Continue to expand the central business district beautification program, ie. the Banner and Basket Program; 11. Continue to provide support to the Farmer's Market located in downtown Bremerton; 12. Continue to work with Puget Sound Naval Shipyard Centennial Committee to ensure that Main Street continues selling individualized bricks and will develop a fund from the proceeds of those sales to maintain and replace the bricks as necessary; and 13. Provide assistance, as necessary, to the Mayor's office in implementation of special projects involving revitalization of the central business district. ~ROFESSIONAL SERVICES AGREEMENT BREMERTON MAIN STREET ASSOCIATION THIS AGREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and the Bremerton Main Street Association (hereinafter referred to as "Consultant"). WITNESSETH: 1. SCOPE: In exchange for compensation, Consultant agrees to provide services promoting economic development of the Bremerton Central Business District as detailed in Exhibit A, attached hereto and incorporated herein by this reference. Consultant shall present a quarterly written report to the City following each quarter describing the services rendered with a breakdown for work completed as authorized under this Agreement. 2. TERM: This Agreement shall be effective for a period co~unencing on the first day of January, 1991, and terminating on the 31st day of December, 1991. This Agreement may thereafter be continued in effect for successive one (1) year increments at the option of the City upon the same terms and conditions herein, except as to the funding provisions herein. Said funding provisions shall be reviewed and, if necessary, renegotiated prior to the termination of the previous one (1) year term. 3. COMPENSATION: city shall pay Consultant the sum of Twenty five thousand dollars ($25,000), in equal monthly installments at the beginning of each month for operating costs, supplies, materials, and salaries associated with providing services hereunder. 4. RELATIONSHIP OF P2%RTIES: The parties understand and agree that Consultant is an association skilled in matters pertaining to the scope of work and will perform independent functions and responsibilities in the area of its particular field of expertise. Consultant and its personnel shall act as independent contractors and not employees of the city. As such they have no authority to bind the City nor control employees of the City, contractors, or other entities. Within the performance of these duties, Consultant shall work under the direction of the Mayor's office. 5. OPEN ACCESS TO INFORMATION: To ensure public confidence in the activity funded by this agreement, Consultant agrees to abide by those regulations controlling a public agency's disclosure of documents of a public agency (RCW 42.17) or the conduct of meetings of its governing board (RCW 42.32) where the documents or meetings relate to work under this contract. The City Attorney may be consulted on disclosure or open meeting procedures or exceptions set forth in these statutes and made applicable to Consultant by this paragraph. 6. POLITICAL ACTIVITY: As a recipient of tax-generated public funding through this contract, Consultant agrees that it shall use no resources, including staff facilities or materials, nor take any action which advocates, assists or promotes the success or failure of any ballot issue or candidate for elective office. 7. INDEMNIFICATION: Consultant agrees to defend, indemnify, and save harmless the City, its appointed and elected officers, and employees from and against any and all liability, loss, costs, damage, and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of or the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of Consultant, its subcontractors, agency, successors, or assigns. This provisions shall be inapplicable if City is judicially found solely negligent for such damage or injury. 8. GENERAL CONDITIONS: a. Reports and information - In addition to reports required under Section 1, Consultant shall furnish the City such reports and documents as it may request pertaining to the, work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. Consultant will maintain accounting records in accordance with generally accepted accounting principals and practices. b. Assignability - Consultant shall not assign any interest in this Agreement and shall not transfer any interest in same (whether by assignment or novation) without the Drior written consent of the City thereto; provided, however, that claims for payment under this Agreement may be assigned. c. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been fully set forth in the text of this Agreement. d. Amendments - The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. e. Notices - Any notices required to be given by the City to the Consultant or by the Consultant to the City shall be in writing and delivered to the following parties at the following addresses: Mayor Louis Mentor President 239 Fourth Street 245 Fourth Street Bremerton, Wa 98310 Suite 20lB Bremerton, WA 98310 f. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. g. Compliance with State, Local and Federal Laws - Consultant agrees to comply with all applicable local, state, and federal laws in performance of all services under this Agreement. h. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action Brought hereunder shall be in Kitsap County Superior Count. i. Attorney Fees - The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 9. TERMINATION: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the Mayor, as authorized by the City Council. Upon such termination, City will be entitled to reports showing the status of all matters upon which Consultant is providing services to the City as of the effective date of termination. 10. NONDISCRIMINATION: Consultant shall not discriminate in any manner on the basis of sex, race, color, creed, or national origin, age, marital status, physical, mental or sensory handicap unless based on a bona fide occupational qualification. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. Mayor ~'l Date I ST: City Clerk MAIN STREET SCOPE OF WORK 1991 1. Work with the City to define and attract desirable target businesses to the central business district; 2. Work with the businesses in the central business district to prevent business leakage in that area; 3. Develop and implement a year around retail marketing plan to attract shoppers to the central business district; 4. Work to bring a sense of common commitment to and focus on physical revitalization of the central business district, ensuring inclusion of new owners/operators, and define viable funding mechanisms, ie. Business Improvement Area, to accomplish a common goal; 5. Continue to expand the central business district beautification program, ie. the Banner and Basket Program; 6. Work to establish a Farmer's Market located in downtown Bremerton; 7. Work with Puget Sound Naval Shipyard Centennial Committee to ensure that Main Street will accept responsibility for selling individualized bricks after the PSNS Centennial Date has passed and develop a fund from the proceeds of those sales to maintain and replace the bricks as necessary; and 8. Provide assistance, as necessary, to the Mayor's office in implementation of special projects. PROFESSIONAL SERVICES AGREEMENT Main Street Association THIS ~GREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "city") and Main Street Association, (hereinafter referred to as "Consultant"). WI TNES SETH: 1. SCOPEs In exchange for compensation, Consultant agrees to provide services promoting economic development of the City as detailed in Exhibit "A", attached hereto and incorporated herein by this reference. Consultant shall present a quarterly written report to Council, following each quarter describing the services rendered with a breakdown for work completed as authorized under this Agreement. 2. TERM: This Agreement shall be effective for a period commencing on the first day of January, 1990, and terminating on the 31st day of December, 1990. This Agreement may thereafter be continued in effect for successive one (1) year increments at the option of the city upon the same terms and conditions herein, except as to the funding provisions herein. Said funding provisions shall be reviewed and, if necessary, renegotiated prior to the termination of the previous one (1) year term. 3. COMPENSATION: City shall pay Consultant the sum of Fifteen Thousand Dollars ($15,000.00), in equal monthly installments at the beginning of each month for operating costs, supplies, materials, and salaries associated with providing services hereunder. 4. RELATIONSHIP OF PARTIES: The parties understand and agree that Consultant is an association skilled in matters pertaining to the scope of work and will perform independent functions and responsibilities in the area of its particular field of expertise. Consultant and its personnel shall act as independent contractors and not employees of the City. As such they have no authority to bind the City nor control employees of the City, contractors, or other entities. Within the performance of these duties, Consultant 1 shall work under the direction of Mayor Louis Mentor. 5. OPEN ACCESS TO INFORMATION: To insure public confidence in the activity funded by this agreement, Consultant agrees to abide by those regulations controlling a public agency's disclosure of documents of a public agency (RCW 42.17) or the conduct of meetings of its governing board (RCW 42.32) where the documents or meetings relate to work under this contract. The City Attorney may be consulted on disclosure or open meeting procedures or exceptions set forth in these statutes and made applicable to Consultant by this paragraph. 6. POLITICAL ACTIVITY: As a recipient of tax-generated public funding through this contract, Consultant agrees that it shall use no resources, including staff facilities or materials, nor take any action which advocates, assists or promotes the success or failure of any ballot issue or candidate for elective office. 7. INDEMNIFICATION: Consultant agrees to defend, indemnify, and save harmless the city, its appointed and elected officers and employees, from and against any and all liability, loss, costs, damage and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of or the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of Consultant, its subcontractors, agents, successors, or assigns. This provision shall be inapplicable if City is judicially found solely negligent for such damage or injury. 8. GENERAL CONDITIONS: a. Reports and Information - In addition to reports required under Section 1, Consultant shall furnish the City such reports and documents as it may request pertaining to the work or 2 services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. Consultant will maintain accounting records in accordance with generally accepted accounting principals and practices. b. Assignability - Consultant shall not assign any interest in this Agreement and shall not transfer any interest in same (whether by assignment or novation), without the prior written consent of the City thereto; provided, however, that claims for payment under this Agreement may be assigned. c. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been fully set forth in the text of this Agreement. d. Amendments - The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. e. Notices - Any notices required to be given by the City to Consultant or by Consultant to the city shall be in writing and delivered to the following parties at the following addresses: Mayor Louis Mentor ? .......... ~ Mai~treet Association 239 Fourth Street Bremerton, WA. 98310 f. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. g. Compliance with State, Local and Federal Laws - Consultant agrees to comply with all applicable local, state and federal laws in performance of all services under this Agreement. h. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action brought hereunder shall be in Kitsap County Superior Court. i. Attorney Fees - The substantially prevailing party in any 3 litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 9. TERMINATION: This Agreement may be terminated by either party for convenience upon thirty (30) days' written notice to the Mayor, as authorized by the City Council. Upon such termination, City will be entitled to reports showing the status of all matters upon which Consultant is providing services to the City as of the effective date of termination. 10. NONDISCRIMINATION: Consultant shall not discriminate in any manner on the basis of sex, race, color, creed, or national origin, age, marital status, physical, mental or sensory handicap unless based on a bona fide occupational qualification. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. ' .~ ~¢~'~ MAIN~REET ASSOCIATION Dated: D Dated: LoUlS Mentor, Mayor ATTEST: Kathleen L. McCluskey, Clerk VE FORM: Ian R. S~evers, City Attorney 4 EXHIBIT "A" WORK PR~CTS MAIN STREET/CITY OF BREMERTON AGREEMENT MAIN STREET RESPONSIBILITIES 1. Work cooperatively and in a proactive manner with other local organizations to assist the City in implementing its highest priority for 1990, ie. economic restructuring, design, promotion, organization, and general revitalization of the central business district; 2. Take the lead responsibility for the implementation of a business retention program and a program to attract new businesses to the central business district and work cooperatively with Flagship City and the Economic Development Council to ensure the successful implementation of these programs; 3. Determine, in conjunction with Flagship City, if a Business Improvement District is necessary and desirable, and if so, recommend a plan for implementation; 4. Continue development, implementation and expansion of the central business district beautification program, ie. tree planting, basket hanging, holiday decorations, etc.; 5. Update and upgrade, utilizing research techniques acceptable to the City, the central business district building utilization inventory; and 6. Actively solicit funds from the private sector, service organizations, etc. to be utilized in the redevelopment of the central business district.