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Contract Number 4133
KITSAP ECONOMIC DEVELOPMENT COUNCIL
Consultant - Diversification & Integration
City Clerk
PRO File Class LEG 12-1
$78950.00
01/01/2000
12/31/2006
02/15/2008
GL
AL
E&O
$2000000.00
$1000000.00
$2000000.00
$5000000.00
06/01/2006
Insurance Total
Insurance Review Date
VAULT 01/01/2008
_/PROFESSIONAL SERVICES AGREEMENT
Kitsap Economic Development Council
The City of Bremerton ("City") and Kitsap Economic Development Council
("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for
professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work attached hereto as Exhibit A, which is incorporated by reference herein. The
Scope of Work may be modified only pursuant to Section VII.H. of this Agreement. If the Scope
of Work provides for unspecified additional services such services shall only be performed upon
the express written request of the City. Consultant further represents that the services furnished
under this Agreement will be performed in accordance with generally accepted professional
practices in effect at the time such services are performed.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A on January 1, 2006. The parties agree that the work described in Exhibit A is to be
completed by December 31, 2006.
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant Two Thousand and Noll 00 Dollars ($2,000) per calendar quarter
payable on March 30, 2006, June 30, 2006, September 30, 2006 and December 31, 2006. Total
compensation shall not exceed Eight Thousand and Noll 00 Dollars ($8,000) for 2006.
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.
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent functions and responsibilities within its
field of expertise. Consultant and its personnel are independent Consultants and not employees
of the City. Consultant and its personnel have no authority to bind the City or to control the
City's employees and other Consultants. None of the benefits provided by the City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
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.
Bremerton/Kitsap Economic Development Council
Page 1 of7
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
. include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Consultant.
V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement, except for that portion of the injuries and damages caused by the
City's sole negligence.
The City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the Consultant
and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability
hereunder shall be only to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY \ AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNITY UNDER 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.
VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consultants.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Automobile Liability insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liability insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operations/broad form property
damage; explosion, collapse and underground (XCU) if applicable; and employer's
liability; and
BremertonlKitsap Economic Development Council
Page 2 of7
3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which may be provided on a "claims-made" basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an
endorsement that is acceptable to the City, which names the City as an additional insured shall be
attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of
all the required insurance policies and endorsements. The City further reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant's Commercial General Liability insurance shall contain a clause stating
that coverage shall apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits of the insurer's liability.
The Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
The City also reserves its unqualified right to require at any time and for any reason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
VII. General Conditions:
A. Reports and Information: When requested by the City, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Consultant shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
connection with the services performed by the Consultant under this Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
information relating to its own business. The information furnished by the City shall only be
used by the Consultant to perform work under this agreement. If such information is publicly
available or is already in Consultant's possession or known to it, or is rightfully obtained by the
Bremerton/Kitsap Economic Development Council
Page 3 of7
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. Consultant to Maintain Records to Support Independent Consultant Status: On the
effective date of this Agreement (or shortly thereafter), Consultant shall:
1. File a schedule of expenses with the Internal Revenue Service for the type of
business Consultant conducts;
2. Establish an account with the Washington State Department of Revenue and other
necessary state agencies for the payment of all state taxes normally paid by
employers, register to receive a unified business identifier number from the State
of Washington; and
3. Maintain a separate set of books and records that reflect all items of income and
expenses of Consultant's business, all as described in the Revised Code of
Washington (RCW) Section 51.08.195, as required to show that the services
performed by Consultant under this Agreement shall not give rise to an employer-
employee relationship between the parties which is subject to RCW Title 51,
Industrial Insurance.
D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and sub-Consultants in the
performance of the work hereunder and shall utilize all protection necessary for that purpose.
All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss
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.
Bremerton/Kitsap Economic Development Council
Page 4 of7
G. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
H. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
1. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1 st class mail, or by personal service, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement
or such other address as may be hereafter specified in writing.
City Address
Consultant Address
Mayor
City of Bremerton
Executive Director
Kitsap Economic
Development Council
4312 Kitsap Way, Suite 103
Bremerton, W A 98312
345 6th Street, Suite 600
Bremerton, W A 98337
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 Contractor without the written
consent of the City shall be void.
VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, or disability,
except for employment actions based on bona fide occupational qualification.
Bremerton/Kitsap Economic Development Council
Page 5 of7
IX. Termination: This Agreement may be terminated, at will, by either Party upon sixty (60)
days notice to the other Party. This Agreement may be immediately terminated for cause by a
Party if the other Party substantially fails to perform through no fault of the terminating Party,
and the non-performing Party does not commence correction of the failure of performance within
thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by
Consultant shall include a report showing the status of all items listed in the Scope of Work
current through the termination date.
If the City receives reimbursement by any federal, state, or other source for work described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily terminate this Agreement. Termination shall be
effective ten calendar days after Consultant's receipt of the written notice by certified mail.
A. Excusable 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.
~
;;;-
KITSAP ECONOMIC
DEVELOPMENT COUNCIL
eA~~~~
By: ~ ~V \~ it. ~d\1:. T';:~
its: Execu,he Director
Date:e>' ~11;t<<)G
, I
By: Cary ozeman
its: Mayor
Date: </- I~ -o(p
/1
to form:
City Attorney
Bremerton/Kitsap Economic Development Council
Page 6 of7
EXHIBIT A
SCOPE OF WORK
1. The principal purpose of this Agreement is to leverage local efforts to attract and retain in
the City of Bremerton and Kitsap County quality jobs and investments that diversify the
economy, broaden the tax base, and generate wealth in the community.
2. A subsidiary purpose is continuing efforts to create and retain quality employment
opportunities for workers displaced from the defense industries and to promote employment for
low and moderate-income families.
3. A subsidiary purpose is further to showcase redevelopment efforts in downtown
Bremerton in ways that stimulate investment, job creation, and tourism.
WORK ELEMENTS:
a. Educate public officials, the private sector, and the general public about economic
development issues and opportunities in the community by regular attendance at public meetings
and forums.
b. Develop relevant marketing and sales promotion materials and distribute same to
likely prospects for business attraction through out the Puget Sound Region. Showcase City of
Bremerton at 3-4 promotional events per year.
c. Provide confidential assistance to local companies with retention issues or
expansion plans, to local start-up companies seeking business assistance, and to businesses
recruited to the community.
d. Work with select public officials to develop land use plans and regulations that
permit orderly, sustained growth. This includes continued support to facilitate a streamlined
permitting process for all jurisdictions within the community.
e. Encourage the continued development of the physical infrastructure (e.g. roads,
sewer, water, telecommunications) and social infrastructure (e.g. training and health care
systems) needed by businesses and their employees.
f. Continue diversification and integration efforts in the preceding work elements
through support of volunteer committees of the Board of Directors of the Kitsap Regional
Economic Development Council.
g. Provide a quarterly written report of progress and an oral briefing to the Mayor
and City Council. Identify benefits accruing to the City of Bremerton, its businesses and its
residents relative to the above work elements, to the extent feasible.
BremertonlKitsap Economic Development Council
Page 7 of7
+--------------------------------------------------------------------------+
o"Enter Search Criteria, Press Esc Key to Transmit =1,
"Press Del Key to Terminate Delete Mode --
-- CHANGE Contract Transactions - -
- - Contract Number 4133 - -
- - --
4=Vendor Name KIT SAP ECONOMIC DEVELOPMENT COUNCIL 4=
"Subject CONSULTANT - DIVERSIFICATION & INTEGRATION - -
','Department ADMIN SVCS - -
=+Status Code PRO - -
=+ Amount $19950.00 "
=+ Begin Date 01/01/2000 "
=+ Insurance End Date 12/31/2005 "
=+ Type Amount Review Date 12/01/2005 "
=+ GL $2000000.00 --
- - AL $1000000.00 - -
- - E&O $2000000.00 - -
4= Insurance Total $5000000.00 ;=
- - Insurance Review Date 06/01/2006 "
-- - -
;= Comments - -
- - --
- - --
+--------------------------------------------------------------------------+
PROFESSIONAL SERVICES AGREEMENT
Kitsap Economic Development Council
The City of Bremerton ("City") and Kitsap Economic Development Council
("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for
professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work attached hereto as Exhibit A, which is incorporated by reference herein. The
Scope of Work may be modified only pursuant to Section VII.H. of this Agreement. If the Scope
of Work provides for unspecified additional services such services shall only be performed upon
the express written request of the City. Consultant further represents that the services furnished
under this Agreement will be performed in accordance with generally accepted professional
practices in effect at the time such services are performed.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A on January 1, 2005. The parties agree that the work described in Exhibit A is to be
completed by December 31, 2005.
III. Compensation: In consideration ofthe services provided pursuant to this Agreement, the
City shall pay Consultant the amount set forth and in the manner specifically set forth in
Exhibit B.
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.
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope 0 fW ork and is performing independent functions and responsibilities within its
field of expertise. Consultant and its personnel are independent Consultants and not employees
of the City. Consultant and its personnel have no authority to bind the City or to control the
City's employees and other Consultants. None of the benefits provided by the City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
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.
BremertonlKitsap Economic Development Council
Page 1 of 10
~~
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Consultant.
V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement, except for that portion of the injuries and damages caused by the
City's sole negligence.
The City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event ofliability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the Consultant
and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability
hereunder shall be only to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNITY UNDER 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.
VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consultants.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liability insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operations/broad form property
damage; explosion, collapse and underground (XCU) if applicable; and employer's
liability; and
Bremerton/Kitsap Economic Development Council
Page 2 of 10
3. Excess Liabilitv insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liabilitv insurance with limits no less than $1,000,000 limit per
occurrence/claim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which may be provided on a "claims-made" basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an
endorsement that is acceptable to the City, which names the City as an additional insured shall be
attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of
all the required insurance policies and endorsements. The City further reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant's Commercial General Liability insurance shall contain a clause stating
that coverage shall apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits ofthe insurer's liability.
The Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
The City a Iso reserves its unqualified right tor equire a t any time and for a ny reason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
VII. General Conditions:
A. Reports and Information: When requested by the City, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Consultant shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
connection with the services performed by the Consultant under this Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
information relating to its own business. The information furnished by the City shall only be
used by the Consultant to perform work under this agreement. If such information is publicly
available or is already in Consultant's possession or known to it, or is rightfully obtained by the
BremertonlKitsap Economic Development Council
Page 3 of 10
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. Consultant to Maintain Records to Support Independent Consultant Status: On the
effective date of this Agreement (or shortly thereafter), Consultant shall:
1. File a schedule of expenses with the Internal Revenue Service for the type of
business Consultant conducts;
2. Establish an account with the Washington State Department of Revenue and other
necessary state agencies for the payment of all state taxes normally paid by
employers, register to receive a unified business identifier number from the State
of Washington; and
3. Maintain a separate set of books and records that reflect all items of income and
expenses of Consultant's business, all as described in the Revised Code of
Washington (RCW) Section 51.08.195, as required to show that the services
performed by Consultant under this Agreement shall not give rise to an employer-
employee relationship between the parties which is subject to RCW Title 51,
Industrial Insurance.
D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and sub-Consultants in the
performance of the work hereunder and shall utilize all protection necessary for that purpose.
All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss
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.
BremertonlKitsap Economic Development Council
Page 4 of 10
G. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
H. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
I. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 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.
City Address Consultant Address
Mayor Executive Director
City of Bremerton Kitsap Economic
Development Council
239 Fourth Street 4312 Kitsap Way, Suite 103
Bremerton, WA 98337 Bremerton, W A 98312
1. 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 Cityto 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
ofthe State of Washington. Any judicial action to resolve disputes arising out ofthis 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 Contractor without the written
consent of the City shall be void.
VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, or disability,
except for employment actions based on bona fide occupational qualification.
BremertonlKitsap Economic Development Council
Page 5 of 10
IX. Termination: This Agreement may be terminated, at will, by either Party upon sixty (60)
days notice to the other Party. This Agreement may be immediately terminated for cause by a
Party if the other Party substantially fails to perform through no fault of the terminating Party,
and the non-performing Party does not commence correction of the failure of performance within
thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by
Consultant shall include a report showing the status 0 fall items 1 isted in the Scope 0 f 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 r educed a fter the execution date of this Agreement and prior to the
completion of the work, the City may summarily terminate this Agreement. Termination shall be
effective ten calendar days after Consultant's receipt ofthe written notice by certified mail.
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 ofunusual 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.
X. Privileged and Confidential Information: During the term of this Agreement, the City
and Consultant, to the extent of their right to do so and as required for each to perform its
obligations under this Agreement, may exchange proprietary and confidential information.
A. Except as specifically authorized by this Agreement, or otherwise approved by the
City in writing, all records or other information, documents, and materials furnished by the City
to the Consultant will be used only in connection with work performed under this Agreement.
Upon request, the Consultant will, upon completion or termination of this Agreement, transit to
the City all records or other information, documents and materials, and copies thereof, furnished
by the City to the Consultant. Similarly, the City will return to the Consultant all of the same
type of records and information provided by the Consultant to the City;
BremertonlKitsap Economic Development Council
Page 6 of 10
I
B. All proprietary or confidential information, whether received visually, orally, in
writing, electronically, or in any other medium, is and shall remain the property of the disclosing
Party.
CITY OF BREMERTON KITSAP ECONOMIC
DEVELOPMENT COUNCIL
W~~
By: Cary Bo eman By: U\ ~t/I '!1 R.... f>o/L T ~
its: Mayor its: Executive Di ector
Date: //-17-0b Date: /c:> {J ;;Leo r
form: II
BremertonlKitsap Economic Development Council
Page 7 of 10
-----
I
EXHIBIT A
SCOPE OF WORK
1. The principal purpose of this Agreement is to promote diversification of the Kitsap
community's primary job base and to integrate its economy into the national and world
economies. (Primary jobs produce goods or services sold to purchasers outside the community
and thereby bring in new disposable income.
2. Subsidiary purposes relate to primary jobs provided by existing and new employers,
including primary job opportunities for workers displaced from defense industries within the
community, namely:
a. Continue to retain existing employment, expand existing employers' operations,
and promote selected new employment opportunities, which, in most cases, means commercial,
high technology or light industrial investments leading to new primary jobs.
b. Continue efforts to create and retain primary jobs for workers displaced from the
defense industries and promote employment for low and moderate-income families.
WORK ELEMENTS:
1. Provide leadership and coordination to:
a. Educate public officials, the private sector and the general public about economic
development issues related to primary jobs.
b. Develop marketing to, and case-by-case activities with, entrepreneurs who can
decide to keep or expand their businesses within the community, or who can decide to bring their
businesses here. This includes extending marketing efforts to attract and recruit new business
prospects that will diversify opportunities for employment. It also includes providing
confidential assistance to companies with retention issues or expansion plans, to local start-up
companies seeking business assistance, and to businesses recruited to the community.
c. Develop land use plans and regulations that permit orderly growth. This includes
continued support to facilitate a streamlined permitting process for the several jurisdictions
within the community.
d. Develop an inventory of land available for primary employers.
e. Develop the physical infrastructure (e. g. roads, telecommunications) and social
infrastructure (e.g. training and health systems) needed by businesses and their employees. This
includes continuing to work with both public and private partners in the continued designation,
development, implementation, and delivery of infrastructure to industrial lands.
Bremerton/Kitsap Economic Development Council
Page 8 of 10
2. Continue diversification and integration efforts in the preceding work elements through
support of volunteer committees ofthe Board of Directors of the Kitsap Regional Economic
Development Council.
3. Provide a quarterly written report of progress and brief the Mayor and City Council
concerning reported progress. Identify benefits accruing to the City of Bremerton, its businesses
and its residents relative to the above work elements, to the extent feasible.
BremertonlKitsap Economic Development Council
Page 9 of 10
!
EXHIBIT B
COMPENSATION AMOUNT AND MANNER
Upon submittal of products and progress reports by task, setting out allowable expenses meeting
the requirements set forth in the State of Washington's Financial Guidelines for Grants
Management," Consultant shall be reimbursed as follows:
The contract sum to be paid to the Consultant shall be the total sum of$17,000.00.
Payments shall be made as per the following schedule:
March 31, 2005 $4,250.00
June 30, 2005 $4,250.00
September 30, 2005 $4,250.00
December 31,2005 $4,250.00
Total $17,000.00
Bremerton/Kitsap Economic Development Council
Page 10 of 10
,--_._-_.~-"------ ..
+--------------------------------------------------------------------------+
,l,Enter Search Criteria, Press Ese Key to Transmit ,l,
= :Press Del Key to Terminate Delete Mode ~~
.. CHANGE Contract Transactions ..
-~ Contract Number 4133 ..
.. ..
: :Vendor Name KITSAP REGIONAL ECONOMIC DEVELOPMENT COUNCIL ..
"Subj ect CONSULTANT - DIVERSIFICATION & INTEGRATION ..
, ,Department ADMIN SVCS .~
"Status Code PRO ..
-~ Amount $19950.00 "
.. Begin Date 01/01/2000 "
.. Insurance End Date 12/31/2004 "
.. Type Amount Review Date 11/01/2004 "
-- GL $2000000.00 -~
" AL $1000000.00 ..
.~ E&O $2000000.00 ..
~~ Insurance Total $5000000.00 "
.. Insurance Review Date 07/01/2004 of
.. "
-- Comments t
..
.. +
+--------------------------------------------------------------------------+
PROFESSIONAL SERVICES AGREEMENT
Kitsap Regional Economic Development Council
The City of Bremerton ("City") and Kitsap Regional Economic Development Council
("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for
professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work attached hereto as Exhibit A, which is incorporated by reference herein. The
Scope of Work may be modified only pursuant to Section VILH. of this Agreement. If the Scope
of Work provides for unspecified additional services such services shall only be performed upon
the express written request of the City. Consultant further represents that the services furnished
under this Agreement will be performed in accordance with generally accepted professional
practices in effect at the time such services are performed.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A on January I, 2004. The parties agree that the work described in Exhibit A is to be
completed by December 31, 2004.
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant the amount set forth and in the manner specifically set forth in
Exhibit B.
Consultant shall not perform work beyond the Scope of Work, nor shall be compensated
for such work, nnless 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 L
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent functions and responsibilities within its
field of expertise. Consultant and its personnel are independent Consultants and not employees
of the City. Consultant and its personnel have no authority to bind the City or to control the
City's employees and other Consultants. None of the benefits provided by the City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
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.
Bremerton/Kitsap Regional Economic Development Council
Page I of 10
-_..._-<-~--
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Consultant.
V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement, except for that portion of the injuries and damages caused by the
City's sole negligence.
The City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subj ect to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the Consultant
and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability
hereunder shall be only to the extent ofthe Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WANER 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.
VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consultants.
Before beginning work on the proj ect described in this Agreement, the Consultant shall
provide a Certificate ofInsurance evidencing:
1. Automobile Liability insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liabilitv insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operationslbroad form property
damage; explosion, collapse and underground (XCU) if applicable; and employer's
liability; and
BremertonlKitsap Regional Economic Development Council
Page 2 oflO
M_~_~'_', ....___. ,_,,_
3. Excess Liabilitv insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liabilitv insurance with limits no less than $1,000,000 limit per
occurrence/claim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which may be provided on a "claims-made" basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an
endorsement that is acceptable to the City, which names the City as an additional insured shall be
attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of
all the required insurance policies and endorsements. The City further reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant's Commercial General Liability insurance shall contain a clause stating
that coverage shall apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits ofthe insurer's liability.
The Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
The City also reserves its unqualified right to require at any time and for any reason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
VII. General Conditions:
A. Reports and Information: When requested by the City, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Consultant shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
connection with the services performed by the Consultant under this Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
information relating to its own business. The information furnished by the City shall only be
used by the Consultant to perform work under this agreement. If such information is publicly
available or is already in Consultant's possession or known to it, or is rightfully obtained by the
BremertonlKitsap Regional Economic Development Council
Page 3 of 10
u____.
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. Consultant to Maintain Records to Support Independent Consultant Status: On the
effective date ofthis Agreement (or shortly thereafter), Consultant shall:
I. File a schedule of expenses with the Internal Revenue Service for the type of
business Consultant conducts;
2. Establish an account with the Washington State Department of Revenue and other
necessary state agencies for the payment of all state taxes normally paid by
employers, register to receive a unified business identifier number from the State
of Washington; and
3. Maintain a separate set of books and records that reflect all items of income and
expenses of Consultant's business, all as described in the Revised Code of
Washington (RCW) Section 51.08.195, as required to show that the services
performed by Consultant under this Agreement shall not give rise to an employer-
employee relationship between the parties which is subject to RCW Title 51,
Industrial Insurance.
D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and sub-Consultants in the
performance of the work hereunder and shall utilize all protection necessary for that purpose.
All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss
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.
Bremerton/Kitsap Regional Economic Development Council
Page 4 of 10
G. Severabilitv: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
H. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
I. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1 st class mail, or by personal service, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement
or such other address as may be hereafter specified in writing.
City Address Consultant Address
Mayor Executive Director
City of Bremerton Kitsap Regional Economic
Development Council
239 Fourth Street 4312 Kitsap Way, Suite 103
Bremerton, WA 98337 Bremerton, W A 98312
J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a
waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be
deemed waiver of any other right or power.
K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of
any of the covenants and agreements contained herein, or to exercise any option herein conferred
in one or more instances shall not be construed to be a waiver or relinquishment of said
covenants, agreements or options, and the same shall be and remain in full force and effect.
L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and
local laws in performing its obligations under this Agreement.
M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws
of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement
shall be brought in Kitsap County Superior Court.
N. Attornevs' 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 Contractor without the written
consent of the City shall be void.
VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, or disability,
except for employment actions based on bona fide occupational qualification.
Bremerton/Kitsap Regional Economic Development Council
Page 5 of 10
IX. Termination: This Agreement may be terminated, at will, by either Party upon sixty (60)
days notice to the other Party. This Agreement may be immediately terminated for cause by a
Party if the other Party substantially fails to perform through no fault of the terminating Party,
and the non-performing Party does not commence correction of the failure of performance within
thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by
Consultant shall include a report showing the status of all items listed in the Scope of Work
current through the termination date.
If the City receives reimbursement by any federal, state, or other source for work described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily terminate this Agreement. Termination shall be
effective ten calendar days after Consultant's receipt of the written notice by certified mail.
A. Excusable 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.
X. Privileged and Confidential Information: During the term of this Agreement, the City
and Consultant, to the extent of their right to do so and as required for each to perform its
obligations under this Agreement, may exchange proprietary and confidential information.
A. Except as specifically authorized by this Agreement, or otherwise approved by the
City in writing, all records or other information, documents, and materials furnished by the City
to the Consultant will be used only in connection with work performed under this Agreement.
Upon request, the Consultant will, upon completion or termination of this Agreement, transit to
the City all records or other information, documents and materials, and copies thereof, furnished
by the City to the Consultant. Similarly, the City will return to the Consultant all of the same
type of records and information provided by the Consultant to the City;
Bremerton/Kitsap Regional Economic Development Council
Page 6 of 10
B. All proprietary or confidential information, whether received visually, orally, in
writing, electronically, or in any other medium, is and shall remain the property of the disclosing
Party.
CITY OF BREMERTON KITSAP REGIONAL ECONOMIC
~--~ ~--~ ~,~.,~5~DEVELOPMENT COUNCIL
By: CaW Bozeman By: ~
its: Mayor its: Executiv. e Director
Date: ~q-,~l~-t)4 Date:~?,a,/~
B~me~on ~y A~omey
Bremerton/Kitsap Regional Economic Development Council
Page 7 of 10
EXHIBIT A
SCOPE OF WORK
1. The principal purpose of this Agreement is to promote diversification of the Kitsap
community's primary job base and to integrate its economy into the national and world
economies. (Primary jobs produce goods or services sold to purchasers outside the community
and thereby bring in new disposable income.
2. Subsidiary purposes relate to primary jobs provided by existing and new employers,
including primary job opportunities for workers displaced from defense industries within the
community, namely:
a. Continue to retain existing employment, expand existing employers' operations,
and promote selected new employment opportunities, which, in most cases, means commercial,
high technology or light industrial investments leading to new primary jobs.
b. Continue efforts to create and retain primary jobs for workers displaced from the
defense industries and promote employment for low and moderate-income families.
WORK ELEMENTS:
1. Provide leadership and coordination to:
a. Educate public officials, the private sector and the general public about economic
development issues related to primary jobs.
b. Develop marketing to, and case-by-case activities with, entrepreneurs who can
decide to keep or expand their businesses within the community, or who can decide to bring their
businesses here. This includes extending marketing efforts to attract and recruit new business
prospects that will diversify opportunities for employment. It also includes providing
confidential assistance to companies with retention issues or expansion plans, to local start-up
companies seeking business assistance, and to businesses recruited to the community.
c. Develop land use plans and regulations that permit orderly growth. This includes
continued support to facilitate a streamlined permitting process for the several jurisdictions
within the community.
d. Develop an inventory of land available for primary employers.
e. Develop the physical infrastructure (e.g. roads, telecommunications) and social
infrastructure (e.g. training and health systems) needed by businesses and their employees. This
includes continuing to work with both public and private partners in the continued designation,
development, implementation, and delivery of infrastructure to industrial lands.
Bremerton/Kitsap Regional Economic Development Council
Page 8 of 10
2. Continue diversification and integration efforts in the preceding work elements through
support of volunteer committees of the Board of Directors of the Kitsap Regional Economic
Development Council.
3. Provide a quarterly written report of progress and brief the Mayor and City Council
concerning reported progress. Identify benefits accruing to the City of Bremerton, its businesses
and its residents relative to the above work elements, to the extent feasible.
Bremerton/Kitsap Regional Economic Development Council
Page 9 of 10
EXHIBIT B
COMPENSATION AMOUNT AND MANNER
Upon submittal of products and progress reports by task, setting out allowable expenses meeting
the requirements set forth in the State of Washington's Financial Guidelines for Grants
Management," Consultant shall be reimbursed as follows:
The contract sum to be paid to the Consultant shall be the total sum of $ l 7,000.00.
Payments shall be made as per the following schedule:
March 31, 2003 $4,250.00
June 30, 2003 $4,250.00
September 30, 2003 $4,250.00
December 31,2003 $4,250.00
Total $17,000.00
Bremerton/Kitsap Regional Economic Development Council
Page 10ofl0
IEnter Search Criteria, Press Esc Key to Transmit
Press Del Key to Terminate Delete Mode
CHANGE Contract Transactions
+ Contract Number 4133
~Vendor Name KITSAP REGIONAL ECONOMIC DEVELOPMENT COUNCIL
~Subject CONSULTANT - DIVERSIFICATION & INTEGRATION
Department ADMIN SVCS
Status Code PRO
+ Amount $19950.00
~ Begin Date 01/01/2000 ~
Insurance End Date 12/31/2003
+ Type Amount Review Date 11/01/2003
~ GL $2000000.00
AL ~i000000.00
+ E~O ~2000000.00
Insurance Total $5000000.00
Insurance Review Date 07/01/2004
+
~ Comments
PROFESSIONAL SERVICES AGREEMENT
Kits~p Regional Economic Development Council
The City of Bremerton ("City") and Kitsap Regional Economic Development Council
("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for
professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work, attached hereto as Exhibit A, which is incorporated by reference herein. The
Scope of Work may be modified only pursuant to Section VII.H. of this Agreement. If the Scope
of Work provides for unspecified additional services such services shall only be performed upon
the express written request of the City. Consultant further represents that the services furnished
under this Agreement will be performed in accordance with generally accepted professional
practices in effect at the time such services are performed.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A on January 1, 2003. The parties agree that the work described in Exhibit A is to be
completed by December 31, 2003.
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant the amount set forth and in the manner specifically set forth in
Exhibit B.
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.
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent functions and responsibilities within its
field of expertise. Consultant and its personnel are independent Consultants and not employees
of the City. Consultant and its personnel have no authority to bind the City or to control the
City's employees and other Consultants. None of the benefits provided by the City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
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.
Bremerton/Kitsap Regional Economic Development Council
Page 1 ofl0
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Consultant.
V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and ail claims, injuries, damages,
losses or suits, including ail legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement, except for that portion of the injuries and damages caused by the
City's sole negligence.
The City's review or acceptance of any of the work when completed shail not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the Consultant
and the City, its officers, officiais, employees, agents and volunteers, the Consultant's liability
hereunder shail be only to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consultants.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Automobile Liability insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liability insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operations/broad form property
damage; explosion, collapse and underground (XCU) if applicable; and employer's
liability; and
Bremerton/Kitsap Regionai Economic Development Council
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3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if requ'ued), which may be provided on a "claims-naMe" basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an
endorsement that is acceptable to the City, which names the City as an additional insured shall be
attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of
all the required insurance policies and endorsements. The City further reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant's Commercial General Liability insurance shall contain a clause stating
that coverage shall apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits of the insurer's liability.
The Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mall, return receipt requested, of
any cancellation, suspension or material change in coverage.
The City also reserves its unqualified right to require at any time and for any reason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
VII. General Conditions:
A. Reports and Information: When requested by the City, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Consultant shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed mounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
connection with the services performed by the Consultant under this Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
information relating to its own business. The information furnished by the City shall only be
used by the Consultant to perform work under this agreement. If such information is publicly
available or is already in Consultant's possession or known to it, or is rightfully obtained by the
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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. Consultant to Maintain Records to Support Independent Consultant Status: On the
effective date of this Agreement (or shortly thereafter), Consultant shall:
1. File a schedule of expenses with the Internal Revenue Service for the type of
business Consultant conducts;
2. Establish an account with the Washington State Department of Revenue and other
necessary state agencies for the payment of all state taxes normally paid by
employers, register to receive a unified business identifier number from the State
of Washington; and
3. Maintain a separate set of books and records that reflect all items of income and
expenses of Consultant's business, all as described in the Revised Code of
Washington (RCW) Section 51.08.195, as required to show that the services
performed by Consultant under this Agreement shall not give rise to an employer-
employee relationship between the parties which is subject to RCW Title 51,
Industrial Insurance.
D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and sub-consultants in the
performance of the work hereunder and shall utilize all protection necessary for that purpose.
All work shall be done at Consultant% 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.
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G. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
H. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
I. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1 st class mail, or by personal service, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement
or such other address as may be hereafter specified in writing.
City Address Consultant Address
Mayor Executive Director,
City of Bremerton Kitsap Regional Economic
Development Council
239 Fourth Street 4312 Kitsap Way, Suite 103
Bremerton, WA 98337 Bremerton, WA 98312
J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a
waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be
deemed waiver of any other right or power.
K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of
any of the covenants and agreements contained herein, or to exercise any option herein conferred
in one or more instances shall not be construed to be a waiver or relinquishment of said
covenants, agreements or options, and the same shall be and remain in full force and effect.
L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and
local laws in performing its obligations under this Agreement.
M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws
of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement
shall be brought in Kitsap County Superior Court.
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 Contractor without the written
consent of the City shall be void.
VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, or disability,
except for employment actions based on bona fide occupational qualification.
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IX. Termination: This Agreement may be terminated, at will, by either Party upon sixty (60)
days notice to the other Party. This Agreement may be immediately terminated for cause by a
Party if the other Party substantially fails to perform through no fault of the terminating Party,
and the non-performing Party does not commence correction of the failure of performance within
thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by
Consultant shall include a report showing the status of all items listed in the Scope of Work
current through the termination date.
If the City receives reimbursement by any federal, state, or other source for work described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily terminate this Agreement. Termination shall be
effective ten calendar days after Consultant's receipt of the written notice by certified mall.
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
m: 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 panics 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.
X. Privileged and Confidential Information: During the term of this Agreement, the City
and Consultant, to the extent of their right to do so and as required for each to perform its
obligations under this Agreement, may exchange proprietary and confidential information.
A. Except as specifically authorized by this Agreement, or otherwise approved by the
City in writing, all records or other information, documents, and materials furnished by the City
to the Consultant will be used only in connection with work performed under this Agreement.
Upon request, the Consultant will, upon completion or termination of this Agreement, transit to
the City all records or other information, documents and materials, and copies thereof, furnished
by the City to the Consultant. Similarly, the City will return to the Consultant all of the same
type of records and information provided by the Consultant to the City;
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B. All proprietary or confidential information, whether received visually, orally, in
writing, electronically, or in any other medium, is and shall remain the property of the disclosing
City.
CITY OF BREMERTON KITSAP REGIONAL ECONOMIC
DEVELOPMENT COUNCIL
By: Cary Bozeman By:
its: Mayor~__ --z ~ _ its: Executiv~ Di~ctor
Date: ,~/ ~.~/ ~.~ Date: ~ ~/~zo/
Approved as to form: Attest:
Bremerton City Attorney Ci&kV 7/
Bremerton/Kitsap Regional Economic Development Council
Page 7 of 10
EXHIBIT A
SCOPE OF WORK
1. The principal purpose of this Agreement is to promote diversification of the Kitsap
community's primary job base and to integrate its economy into the national and world
economies. (Primary jobs produce goods or services sold to purchasers outside the community
and thereby bring in new disposable income.
2. Subsidiary purposes relate to primary jobs provided by existing and new employers,
including primary job opportunities for workers displaced from defense industries within the
community, namely:
a. Continue to retain existing employment, expand existing employers' operations,
and promote selected new employment opportunities, which, in most cases, means commemial,
high technology or light industrial investments leading to new primary jobs.
b. Continue efforts to create and retain primary jobs for workers displaced from the
defense industries and promote employment for low and moderate-income families.
WORK ELEMENTS:
1. Provide leadership and coordination to:
a. Educate public officials, the private sector and the general public about economic
development issues related to primary jobs.
b. Develop marketing to, and case-by-case activities with, entrepreneurs who can
decide to keep or expand their businesses within the community, or who can decide to bring their
businesses here. This includes extending marketing efforts to attract and recruit new business
prospects that will diversify oppommities for employment. It also includes providing
confidential assistance to companies with retention issues or expansion plans, to local start-up
companies seeking business assistance, and to businesses recruited to the community.
c. Develop land use plans and regulations that permit orderly growth. This includes
continued support to facilitate a streamlined permitting process for the several jurisdictions
within the community.
d. Develop an inventory of land available for primary employers.
e. Develop the physical infrastructure (e.g. roads, telecommunications) and social
infrastructure (e.g. train'mg and health systems) needed by businesses and their employees. This
includes continuing to work with both public and private paxlners in the continued designation,
development, implementation, and delivery of infrastructure to industrial lands.
Bremerton/Kitsap Regional Economic Development Council
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2. Continue diversification and integration efforts in the preceding work elements through
support of volunteer committees of the Board of Directors of the Kitsap Regional Economic
Development Council.
3. Provide a quarterly written report of progress and brief the Mayor and City Council
concerning reported progress. Identify benefits accruing to the City of Bremerton, its businesses
and its residents relative to the above work elements, to the extent feasible.
Bremerton/Kitsap Regional Economic Development Council
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EXHIBIT B
COMPENSATION AMOUNT AND MANNER
Upon submittal of products and progress reports by task, setting out allowable expenses meeting
the requirements set forth in the State of Washington's Financial Guidelines for Grants
Management," Consultant shall be reimbursed as follows:
The contract sum to be paid to the Consultant shall be the total sum of $17,000.00.
Payments shall be made as per the following schedule:
March 31, 2003 $4,250.00
June 30, 2003 $4,250.00
September 30, 2003 $4,250.00
December 31, 2003 $4,250.00
Total $17,000.00
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PROFESSIONAL SERVICES AGREEMENT
t ~-..f'~- ~0 ~(.~. ioff/~ LECONOMIC DEVELOPMENT COUNCIL
THIS AGREEMENT is between the City ofBremerton, a municipal corporation (hereinat~er
referred to as "City") and the Economic Development Council of Kitsap County (hereinafter
referred to as "Consultant").
WITNESSETH:
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, 2000 and will terminate December 31,
2000.
3. COMPENSATION: City shall pay Consultant Nineteen Thousand Five Hundred and
No/100 Dollars ($19,500.00).
4. RELATIONSHIP OF PARTIES: The parties understand and agree that the Consultant
is a non-profit agency skilled in matters involving economic development and will perform
independent functions and responsibilities in the area of its particular field or 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. INDUST ~R!AL 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. HOLD HARMLESS: 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 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 lo 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 betwee~ the
parties and both parties acknowledge that there are no other agreements, written or oral, that
have not been fully sei 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 v,, ½¢.-/0/~ ,',~_ Economic Development Councfl_~
23~Fourth Street 4312 Kitsap Way, Suite 103
Bremerton, WA 98337 Bremerton, WA 98312
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 ~entifled 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 is either party fails
substantially to perform through no fault of the other and does not commence correction within
five (5) days of written notice and diligently completes the correction thereat~er. Upon such
termination, City will be entitled to reports showing the status of all matters upon which
Consultant is l~dvising the City as of the effective date of termination.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the dale and
year indicated.
CITYOF BREMERTON ECONOMIC DEVELOPMENT COUNCIL
Date: / :z'~//(~/'r~ Date:
LYNN S. HORTON, Mayor Executivez~~-
Approved as to Form:
Assistant City Attorney
Received for Filing: '
KATI-ILEEN McCLUSKEY, Cit~ Clerk
ATTACHMENT "A"
SCOPE OF SERVICES
Purposes of the agreement:
I . The principal purpose of this agreement is to promote diversification of the Kitsap County's primary job base and to
integrate the County's economy into the national and world economies. (Primary jobs produce goods or services sold to
purchasers outside the County and thereby bring new disposable income into the County.)
2. Subsidiary purposes relate to primary jobs provided by existing and new employers, including primary job opportunities
for workers displaced fi.om defense industries within the County, namely:
a. Continue to retain existing employment, expand existing employers' operations, and promote selected new
employment opportunities, which, in most cases, means commercial, high technology or light industrial
invesl~nants leading to new primary jobs.
b. Continue efforts to create and retain primary jobs for workem displaced fi.om the defense industries and
promote employment for low and moderate-income families.
Work Elements:
1. Provide leadership and coordination to:
a. Develop land use plans and regulatinns that permit orderly growth. This incindes continued
support to facilitate a streamlined permitting process for Kitsap County and cities within the County.
b. Develop an inventory of land available for primary employers.
c. Develop the physical infrastructure (e.g. roads, telecommunications) and social infrastructure (e.g. training
and health systems) needed by businesses and their employees. This includes continuing to work with both
public and private partners in the continued designation, development, implementation, and delivery of
infrastructure to industrial lands.
d. Develop marketing to, and case-by-case activities with, entrepreneurs who can decide to keep or expand
their businesses within the County, or who can decide to bring their businesses into the County. This
includes extending marketing efforts to attract and recruit new business prospects that will diversify the
County's work force. It also includes providing confidential assistance to companies with retention issues
or expansion plans, to local start-up companies seeking business assistance, and to businesses recruited to
the County.
e. Educate public officials, the private sector and the general public about economic development issues
related to primary jobs.
2. Continue diversification and integration efforts in the preceding work elements through support of volunteer committees
of the Board of Directors of the Kitsap Regional Economic Development Council.
3. Provide a quarterly written report of progress .and be available to brief the Mayor and City Council concerning reported
progress at the convenience of the Mayor and City Council. Provide information regularly regardLn~ economic development
issues (with the current tbrm being the Monday Morning Over Coffee lhx).