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4297
SOREN NORTHWEST INC
Lobbying & Consulting Services
City Clerk
LEG 12-1
09/15/2002
12/31/2007
02/15/2009
01/01/2009
NET Amount Hold Harmless
Modification #1-10/06 #2-6/07
CONTRACT MODIFICATION AGREEMENT NO.2
BETWEEN THE CITY OF BREMERTON AND
SOREN NORTHWEST, INC.
DATE ~Ut'1e i; 2007
THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE
Professional Services Agreement (the "Contract") entered into between the City of Bremerton
and Soren Northwest, Inc. on February 17,2006 and as first modified on October 4, 2006.
All provisions in the Contract shall remain in full force and effect except as expressly modified by
this document.
For valuable consideration and by mutual consent of the parties, the modifications to the Contract
are as follows:
II.
Section II. Term, is modified as follows:
This Agreement commences on January 1, 2006 and terminates on ,^..pril 30, 2007 December 31,
2007.
III.
Section III. Compensation, is modified as follows:
In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant
Two Thousand Five Hundred and No/lOO Dollars ($2,500.00) per month until i\pril 30, 2007
December 3 L 2007. It is estimated that SNW will commit at least thirty (30) billable hours toward
the City's concerns each month. City agrees to reimburse SNW for expenditures for postage,
facsimile transmission, telephone calls, and photocopying during the course of the contract not to
exceed $100.00 per month on average. SNW shall submit an itemized communications expense
statement quarterly. It is understood that travel expenses which are incurred at the direction the
City outside of Kitsap, King, Pierce and Thurston counties (including lodging, meals, airfare and
mileage) will be reimbursed by the.City. Total compensation shall not exceed Forty One Thousand
Six Hundred and Noll 00 Dollars ($11,600.00) Sixty Two Thousand Four Hundred and No/100
Dollars ($62.400.00) plus authorized reimbursable travel expenses.
IV.
Consultant accepts all requirements of this Contract Modification by endorsing below.
Consultant further agrees that this Contract Modification constitutes full and final settlement
of all of the Consultant's claims for contract time and for all costs of any kind, including
without limitation, costs of delays related to any work either covered or affected by this
Contract Modification, claims related to on-site or home office overhead, or lost profits. This
Contract Modification does not limit the City's right to bring a claim for past performance.
The undersigned consultant approves the foregoing Contract Modification as to the changes,
if any, in the contract price specified for each item, including any and all supervision costs and
CONTRACT MODI FICA nON
Soren Northwest, Inc. Mod #2
other miscellaneous costs relating to the change in work, and as to the extension of time
allowed, if any, for completion of the entire work due to said Contract Modification.
This document will become a supplement of the contract and all provisions will apply hereto.
It is understood that this Contract Modification shall be effective when approved by the City
of Bremerton.
The parties whose names appear below warrant that they are authorized to enter into a
contract modification that is binding on the parties of this contract. In addition, Consultant
warrants that it has or will inform the surety of this change, and shall take appropriate action
to modify any bonds required under the contract to address this change.
IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day
and year first written above.
CONSULTANT ~~
jA~ ~. AJ,tl.
(i!,y( ;J~M6 r/IJ, Y GII.{)
Its Pre c; /d (.! t/l T
T~OF~
By Cary'Bozeman
Its Mayor
---....
/( 4
DATE: ~UV\e '2001
I
DATE:
(p- %'07
APPROVED AS TO FORM:
c;f:~~~~-~~--~->
R:\Legal\Legal\Contracts\FINANCE\Soren Northwest, Inc. Amend 2.doc
CONTRACT MODIFICATION
Soren Northwest, Inc. Mod #2
2
Vendor
Subject
Department
Status Code
Amount
Begin Date
End Date
Review Date
Insurance
Comments
Contract Number 4297
SOREN NORTHWEST INC
Lobbying & Consulting Services
City Clerk
PRO File Class LEG 12-1
$41600.00
09/15/2002
04/30/2007
04/01/2007
GL $
AL $
E&O $
Insurance Total $
Insurance Review Date
NTE Amount Hold Harmless
Modification #1-10/06
CONTRACT MODIFICATION AGREEMENT NO.1
BETWEEN THE CITY OF BREMERTON AND
SOREN NORTHWEST INC.
DATE Cfif~ ~ O?()O~
This contract Modification Agreement specifically amends the Professional Services Agreement
(the "contract") entered into between the City of Bremerton and Soren Northwest Inc. on February
17,2006
All provisions in the Contract shall remain in full force and effect except as expressly modified by
this document.
For valuable consideration and by mutual consent of the parties, the modifications to the Contract
are as follows:
I.
Section II. Term, is modified as follows:
II. Term: This Agreement commences on January 1, 2006 and terminates on
September 30, 2006April 30, 2007 and pursuant to Section VIII.
Section III. Compensation, is modified as follows: .
III. Compensation: In consideration of the services provided pursuant to this
Agreement, the City shall pay Consultant Two Thousand Five Hundred and No/100
Dollars ($2,500.00) per month until September 30, 2006April 30, 2007. It is
estimated that SNW will commit at least thirty (30) billable hours toward the City's
concerns each month. City agrees to reimburse SNW for expenditures for postage,
facsimile transmission, telephone calls, and photocopying during the course of the
contract not to exceed $100.00 per month on average. SNW shall submit an
itemized communications expense statement quarterly. It is understood that travel
expenses which are incurred at the direction of the City outside of Kitsap, King,
Pierce and Thurston counties (including lodging, meals, airfare and mileage) will be
reimbursed by the City. Total compensation shall not exceed Twenty 1\'10 Thousand
Five Hundred and Noll 00 Dollars ($22,500.00)Forty One Thousand Six Hundred
and No/100 Dollars ($41,600.00) plus reimbursable expenses.
II.
Consultant accepts all requirements of this Contract Modification by endorsing below.
Consultant further agrees that this Contract Modification constitutes full and final settlement
of all of the Consultant's claims for contract time and for all costs of any kind, including
without limitation, costs of delays related to any work either covered or affected by this
CONTRACT MODIFICA nON
Project Number:
Contract Modification, claims related to on-site or home office overhead, or lost profits. This
Contract Modification does not limit the City's right to bring a claim for past performance.
The undersigned consultant approves the foregoing Contract Modification as to the changes,
if any, in the contract price specified for each item, including any and all supervision costs and
other miscellaneous costs relating to the change in work, and as to the extension of time
allowed, if any, for completion of the entire work due to said Contract Modification.
This document will become a supplement of the contract and all provisions will apply hereto.
It is understood that this Contract Modification shall be effective when approved by the City
of Bremerton.
The parties whose names appear below warrant that they are authorized to enter into a
contract modification that is binding on the parties of this contract. In addition, Consultant
warrants that it has or will inform the surety of this change, and shall take appropriate action
to modify any bonds required under the contract to address this change.
IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day
and year first written above.
N
By
Its
DATE: t?tit0f?// 2. 2tJCJ0
/
DATE: ~.M.u.LJ4, ,'{()O~
ATTEST:
APPROVED AS TO FORM:
R:\Lega l\Legal\Contracts,'!:-IN
CONTRACT MODIFICA nON
Project Number:
2
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+ Contract Number 4297 +
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+Vendor Name SOREN NORTHWEST INC +
+Subject LOBBYING & CONSULTING SERVICES +
+Department ADMIN SVCS +
+Status Code PRO +
+ Amount $22000.00 +
+ Begin Date 09/15/2002 +
+ Insurance End Date 09/30/2006 +
+ Type Amount Review Date 09/01/2006 +
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+ Insurance Total $0.00 +
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+ Comments NTE AMOUNT HOLD HARMLESS +
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PROFESSIONAL SERVICES AGREEMENT
Soren Northwest Inc.
Lobbying and Consulting Services
The City of Bremerton ("City") and Soren Northwest Inc. (SNW) ("Consultant"),
referred to collectively as the "Parties," enter into the following Agreement for professional
services:
I. Scope: The Consultant will perform lobbying and consulting services as described in
Exhibit "A to this Agreement.
II. Term: This Agreement commences on January 1, 2006, and terminates on September
30, 2006 and pursuant to Section VIII.
m. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant Two Thousand Five Hundred and No/100 Dollars ($2,500.00) per
month until September 30, 2006. It is estimated that SNW will commit at least thirty (30)
billable hours toward the City's concerns each month. City agrees to reimburse SNW for
expenditures for postage, facsimile transmission, telephone calls, and photocopying during the
course of the contract not to exceed $100.00 per month on average. SNW shall submit an
itemized communications expense statement quarterly. It is understood that travel expenses
which are incurred at the direction of the City outside of Kitsap, King, Pierce and Thurston
counties (including lodging, meals, airfare and mileage) will be reimbursed by the City. Total
compensation shall not exceed Twenty-two Thousand Five Hundred and Noll 00 Dollars
($22,500.00) plus reimbursable expenses.
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.
As an independent contractor, Consultant is responsible for its own management. The
City's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel.
As an independent contractor, 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,
Bremerton/Soren NW]
[Lobbyist/Grant Asst.]
Page 1 of4
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.
VL 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. Entire Agreements: 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.
C. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
D. Modification: This Agreement may only be modified by written instrument signed
by both parties.
E. 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.
Bremerton/Soren NW]
[Lobbyist/Grant Asst.]
Page 2 of4
City Address
Consultant Address
City ofBremerton
Attn: Finance Department
345 6th Street, Suite 600
Bremerton, WA 98337
Soren Northwest, Inc
P.O. Box 10640
Bainbridge Island, W A 98110
F. 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.
G. Compliance with Laws: Consultant shall comply with all applicable Federal, State
and local laws in performing its obligations under this Agreement.
H. 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.
I. 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.
YD. 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.
vm. Termination: This Agreement shall remain in force until completion and acceptance of
the services, terminated by written instrument upon mutual consent, or by the City of Bremerton
for convenience. This Agreement may be immediately terminated for cause by a Party if the
other Party substantially fails to perform through no fault of the terminating Party, and the non-
'performing Party does not commence correction of the failure of performance within thirty (30)
days of the terminating Party's sending notice to the non-performing Party. Any Notice by
Consultant shall include a report showing the status of all items listed in the Scope of Work
current through the termination date.
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,
Bremerton/Soren NW]
[Lobbyist/Grant Asst.]
Page 3 of4
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.
CITY OF BREMERTON
~
CONSULT ANT
By:
its:
Date: ~-/7- alp
(
Attest:
BremertonlSoren NW]
[Lobbyist/Grant Asst.]
Page 4 of4
EXHIBIT "A"
Scope of Services
The City ofBremerton (City) has requested that Soren Northwest, Inc. (SNW) provide
lobbying and consulting services before the Washington State Legislature and Executive
Branch. The City wishes SNW to help design, implement and direct a successful
legislative govermnent relations program in Washington State leading to the
redevelopment of the downtown area, revitalization of its neighborhoods, enhancement of
its tax base and revenue streams and to provide greater opportunity to participate in State
and Federal grants programs. These efforts will include advising the City's management
as to the legislative process, helping design, and assisting them in supporting positive
measures and generally lobbying the state legislative and executive process and its
agenCIes.
The fIrst step of a legislative program is to protect those resources, rights and powers
already established in current law. A major part of any lobbying program is to not lose
rights or privileges. The goal ofthe lobbying program is to secure for the City the
protection of current law and the opportunity for expansion of rights and responsibilities
that it seeks.
SNW will also monitor and report on legislative activities related to the City's projects.
These activities would include meeting with legislative members, staff and appropriate
state agency staff as well as the Association of Washington Cities' staff to help shape
legislative requests related to the City's many infrastructures, human service and
management initiative.
In planning for a constructive legislative program, SNW will help the City develop a
positive state legislative agenda, report to the City on a regular basis, as desired, and meet
with its management and consultants as needed.
Public Disclosure: SNW will be responsible, with the assistance of the City, for the
accurate and timely filing with the state Public Disclosure Commission (PDC) of the
annual L-I registration form and the monthly L-2 forms. The City shall be solely
responsible for the timely fIling of the annual L-3 report required ofa lobbyist's
employer.
Liaison. The City shall appoint a liaison person to whom SNW shall report, submits
forms, reports and billings and from show SNW shall receive instructions.
Conflict of Interest. It shall be the responsibility of SNW to identifY and discuss with
the City any potential conflicts of interest in terms of legislative priorities or action
required or contemplated by other entities represented by SNW.
Duiies'oiSNW. The duties ofSNW are provided as follows:
1. SNW, to the best of its ability, shall attempt to pass, stop or amend legislation as
desired by the City, as well as to at all times build a positive legislative presence
for the City to benefit future legislative efforts.
2. Attend meetings with City personnel as reasonably requested.
3. Meet with the City legislative delegation members or staff and local government
elected officials and staff as reasonably requested.
4. Meet with such legislators, legislative staff and state administrative personnel as
shall be necessary or advisable for the timely and successful completion of
SNW's lobbying responsibilities.
5. Attend meetings of and work with other organizations and coalitions that would
benefit the City's legislative program.
6. Assist the City in the distribution of materials to appropriate parties.
7. Report to the City in such manner as is mutually agreed upon by SNW and the
City.
8. Complete all the work and assignments, in a manner mutually agreed to.
9. Help coordinate the application, successful competition and receipt of state grants
to fund capital projects desired by the City, including $4 million budgeted for the
2005-2007 state capital budget for the Harborside Project and $140,000 for
WWRP Skate Park grant.
, ,
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CHANGE Contract Transactions
Contract Number 4297
= ,Vendor Name
..Subject
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SOREN NORTHWEST INC
LOBBYING & CONSULTING
ADMIN SVCS
PRO
SERVICES
=1=
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Insurance
Type Amount
Amount
Begin Date
End Date
Review Date
$22000.00
09/15/2002
12/31/2005
11/01/2005 --
Insurance Total
Insurance Review Date
=1=
$0.00 =f
-.-
Comments NTE AMOUNT HOLD HARMLESS =f
=f
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PROFESSIONAL SERVICES AGREEMENT
Soren Northwest Inc.
Lobbying and Consulting Services
The City of Bremerton ("City") and Soren Northwest Inc. (SNW) ("Consultant"),
referred to collectively as the "Parties," enter into the following Agreement for professional
services:
I. Scope: The Consultant will perform lobbying and consulting services as described in
Exhibit "A to this Agreement.
II. Term: This Agreement commences on January 1,2005, and terminates on December
31, 2005 and pursuant to Section VIII.
ill. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant One Thousand and No/lOO ($1,000.00) per month from January 1,
2005 to June 30, 2005. Thereafter, the City shall pay Consultant Two Thousand Five Hundred
and No/lOO Dollars ($2,500.00) per month until December 31, 2005. It is estimated that SNW
will commit at least thirty (30) billable hours, commencing July 1, 2005, toward the City's
concerns each month. City agrees to reimburse SNW for expenditures for postage, facsimile
transmission, telephone calls, and photocopying during the course of the contract not to exceed
$100.00 per month on average. SNW shall submit an itemized communications expense
statement quarterly. It is understood that travel expenses which are incurred at the direction of
the City outside of Kitsap, King, Pierce and Thurston counties (including lodging, meals, airfare
and mileage) will be reimbursed by the City. Total compensation shall not exceed Twenty-two
Thousand and No/lOO Dollars ($22,000.00) plus reimbursable expenses.
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.
As an independent contractor, Consultant is responsible for its own management. The
City's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel
As an independent contractor, Consuhant 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.
Bremerton/Soren NW]
[Lobbyist/Grant Asst.]
Page 1 of4
r--.- .
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. 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. Entire Agreements: 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.
C. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
D. Modification: This Agreement may only be modified by written instrument signed
by both parties.
E. 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.
Bremerton/Soren NWl
[Lobbyist/Grant Asst.]
Page 2 of 4
City Address
Consultant Address
City ofBremerton
Attn: Finance Department
345 6th Street, Suite 600
Bremerton, W A 98337
Soren Northwest, Inc
P.O. Box lO640
Bainbridge Island, W A 98110
F. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a
waiver ofthat provision. Waiver of any right or power arising out ofthis Agreement shall not be
deemed waiver of any other right or power.
G. Compliance with Laws: Consultant shall comply with all applicable Federal, State
and local laws in performing its obligations under this Agreement.
H. 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 ofthis Agreement
shall be brought in Kitsap County Superior Court.
I. 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.
VII. 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.
VID. Termination: This Agreement shall remain in force until completion and acceptance of
the services, terminated by written instrument upon mutual consent, or by the City of Bremerton
for convenience. This Agreement may be immediately terminated for cause by a Party if the
other Party substantially fails to perform through no fault of the terminating Party, and the non-
performing Party does not commence correction of the failure of performance within thirty (30)
days of the terminating Party's sending notice to the non-performing Party. Any Notice by
Consultant shall include a report showing the status of all items listed in the Scope of Work
current through the termination date. ,
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
Bremerton/Soren NW]
[Lobbyist/Grant Asst.]
Page 3 of4
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 oftermination, 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.
CITYOFB~
g -7_
By: CiJY--:J 8nU/YIQ h
its: 114.l:Jp;:s
Date: .- -OS"
--.....,
CONSULTANT
n{~~ldb
its: ~itiew.T
Date:~T q I "ZqJ5
Approved as to form:
Attest:
Bremerton/Soren NW]
[Lobbyist/Grant Asst.]
Page 4 of 4
I
EXHIBIT "A"
Scope of Services
The City ofBremerton (City) has requested that Soren Northwest, Inc. (SNW) provide
lobbying and consulting services before the Washington State Legislature and Executive
Branch. The City wishes SNW to help design, implement and direct a successful
legislative government relations program in Washington State leading to the
redevelopment of the downtown area, revitalization of its neighborhoods, enhancement of
its tax base and revenue streams and to provide greater opportunity to participate in State
and Federal grants programs. These efforts will include advising the City's management
as to the legislative process, helping design, and assisting them in supporting positive
measures and generally lobbying the state legislative and executive process and its
agencies.
The ftrst step of a legislative program is to protect those resources, rights and powers
already established in current law. A major part of any lobbying program is to not lose
rights or privileges. The goal ofthe lobbying program is to secure for the City the
protection of current law and the opportunity for expansion of rights and responsibilities
that it seeks.
SNW will also monitor and report on legislative activities related to the City's projects.
These activities would include meeting with legislative members, staff and appropriate
state agency staff as well as the Association of Washington Cities' staff to help shape
legislative requests related to the City's many infrastructures, human service and
management initiative.
In planning for a constructive legislative program, SNW will help the City develop a
positive state legislative agenda, report to the City on a regular basis, as desired, and meet
with its management and consultants as needed.
Public Disclosure: SNW will be responsible, with the assistance of the City, for the
accurate and timely filing with the state Public Disclosure Commission (PDC) of the
annual L-l registration form and the monthly L-2 forms. The City shall be solely
responsible for the timely filing ofthe annual L-3 report required of a lobbyist's
employer.
Liaison. The City shall appoint a liaison person to whom SNW shall report, submits
forms, reports and billings and from show SNW shall receive instructions.
Conflict of Interest. It shall be the responsibility of SNW to identifY and discuss with
the City any potential conflicts of interest in terms of legislative priorities or action
required or contemplated by other entities represented by SNW.
Duties ofSNW. The duties ofSNW are provided as follows:
1. SNW, to the best of its ability, shall attempt to pass, stop or amend legislation as
desired by the City, as well as to at all times build a positive legislative presence
for the City to benefit future legislative efforts.
2. Attend meetings with City personnel as reasonably requested.
3. Meet with the City legislative delegation members or staff and local government
elected officials and staff as reasonably requested.
4. Meet with such legislators, legislative staff and state administrative personnel as
shall be necessary or advisable for the timely and successful completion of
SNW's lobbying responsibilities.
5. Attend meetings of and work with other organizations and coalitions that would
benefit the City's legislative program.
6. Assist the City in the distribution of materials to appropriate parties.
7. Report to the City in such manner as is mutually agreed upon by SNWand the
City.
8. Complete all the work and assignments, in a manner mutually agreed to.
9. Help coordinate the application, successful competition and receipt of state grants
to fund capital projects desired by the City, including $4 million budgeted for the
2005-2007 state capital budget for the Harborside Project and $140,000 for
WWRP Skate Park grant.
+--------------------------------------------------------------------------+
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Contract Number
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Comments
SOREN NORTHWEST INC
LOBBYING & CONSULTING
ADMIN SVCS
PRO
Insurance
Type Amount
4297
Contract Transactions
SERVICES
Amount
Begin Date
End Date
Review Date
Insurance Total
Insurance Review Date
NTE AMOUNT
HOLD HARMLESS
"
"
$12000.00 "
09/15/2002
12/31/2004 ..
11/01/2004 "
..
.-
$0.00
..
+--------------------------------------------------------------------------+
...
PROFESSIONAL SERVICES AGREEMENT
Soren Northwest Inc.
Lobbying and Consulting Services
The City of Bremerton ("City") and Soren Northwest Inc. (SNW), ("Contractor"),
referred to collectively as the "Parties", enter into the following Agreement for professional
services:
I. Scope: The Contractor will perform lobbying and consulting services as described in
Exhibit "A" to this Agreement.
II. Term: This Agreement commences on January I, 2004, and terminates on December 31,
2004 and pursuant to Section VIII.
III. Compensation: In consideration of the services provided pursuant to this Agreement,
the City shall pay Contractor One Thousand and Noll 00 Dollars ($1,000.00) per month. It is
estimated that SNW will commit at least fifteen (15) billable hours toward the City's concerns
each month. City agrees to reimburse SNW for expenditures for postage, facsimile transmission,
telephone calls, and photocopying during the course of the contract not to exceed $100.00 per
month on average. SNW shall submit an itemized communications expense statement quarterly.
It is understood that travel expenses which are incurred at the direction of the City outside of
Kitsap, King, Pierce and Thurston counties (including lodging, meals, airfare and mileage) will
be reimbursed by the City. Total compensation shall not exceed Twelve Thousand and Noll 00
Dollars ($12,000.00).
IV. Relationship of Parties: Contractor is skilled in the matters addressed in the Scope of
Work and is performing independent functions and responsibilities within its field of expertise.
Contractor and its personnel are independent contractors and not employees of the City.
Contractor and its personnel have no authority to bind the City or to control the City's employees
and other contractors.
As an independent contractor, Contractor 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 Contractor or its personnel.
As an independent contractor, Contractor 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, B&O, 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 Contractor.
V. Hold Harmless: Contractor shall be solely responsible for the acts and failures to act of
its personnel, which arise in any way out of performance of this Agreement. Contractor agrees
to defend, indemnify, and hold harmless the City and its officials and employees from and
against all liability , loss, damages, and expenses, including costs and attorneys' fees, resulting
Professional Services - Soren Northwest, Inc.
u..~..1 "'~"
from actions, claims, and lawsuits arising or alleged to have arisen, in whole or in part, out of or
in consequence of the acts or failures to act of Contractor, its employees, its subcontractors, its
agents or its assigns in the performance of this Agreement. The City and Contractor have
specifically negotiated Contractor's waiver of its immwlity under Title 51 RCW, which is hereby
waived for purposes of Contractor's indemnification and hold harmless of the City, including the
duty to defend. This provision shall be inapplicable to the extent such action, claim or lawsuit is
judicially found to arise solely from the acts or failures to act of the City.
VI. General Conditions:
A. Reports and Information: When requested by the City, Contractor 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. Contract shall maintain accounting
records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate
all billed amounts.
B. Entire A\\fl:ement: 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.
C. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
D. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
E. Notices: Notices shall be in writing and delivered to the following addresses:
City Address:
Contractor Address:
City of Bremerton
Attn: Finance Department
239 Fourth Street
Bremerton, W A 98337
Soren Northwest, Inc.
P. O. Box 10640
Bainbridge Island, W A 98 I 10
F. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a
waiver of that provision. Waiver of any rights or power arising out of this Agreement shall not
be deemed waiver of any other right or power.
G. Comoliance with Laws: Contractor shall comply with all applicable Federal, State
and local laws in performing its obligations under this Agreement.
H. 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.
\. Attorneys' Fees: The substantially prevailing Party in any litigation arising out of this
Agreement shall be entitled to its reasonable attorneys' fees and court costs.
VII. Nondiscrimination: Contractor 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.
Professional Services - Soren Northwest. Inc.
o..~_" ~#<
VIII. Termination: This Agreement may be terminated, at will, by the City or Contractor
upon thirty (30) days' written notice by either party. The City may immediately terminate this
Agreement for cause if the Contractor substantially fails to perform and does not commence
correction of the failure of performance within five (5) days of the City's sending notice to the
Contractor. Upon termination the City will be entitled to reports showing the status and/or all
work products, independent of their stage of completion or preparation format.
SOREN NORTHWEST, INC.
r:d~'7J..,{ 4LJ
S MICHAEL RYHERD
~ (0, Zt:xJ'f
Date I
CITY OF BREMERTON
~~
~
~-J7-1)Lf.
Date
CARY BOZEMAN, Mayor
Approved as to form:
RO ER LUBOVICH, City Attorney
Professional Services - Soren Northwest. Inc.
0....... ~ "".....;:
EXHIBIT "A"
Scope of Services
The City of Bremerton (City) has requested that Soren Northwest, Inc. (SNW) provide lobbying
and consulting services before the Washington State Legislature and Executive Branch. The
City wishes SNW to help design, implement and direct a successful legislative government
relations program in Washington State leading to the redevelopment of the downtown area,
revitalization of its neighborhoods, enhancement of its tax base and revenue streams and to
provide greater opportunity to participate in State and Federal grants programs. These efforts
will include advising the City's management as to the legislative process, helping design, and
assisting them in supporting positive measures and generally lobbying the state legislative and
executive process and its agencies.
The first step of a legislative program is to protect those resources, rights and powers already
established in current law. A major part of any lobbying program is to not lose rights or
privileges. The goal of the lobbying program is to secure for the City the protection of current
law and the opportunity for expansion of rights and responsibilities that it seeks.
SNW will also monitor and report on legislative activities related to the City's projects. These
activities would include meeting with legislative members, staff and appropriate state agency
staff as well as the Association of Washington Cities' staff to help shape legislative requests
related to the City's many infrastructures, human service and management initiatives.
In planning for a constructive legislative program, SNW will help the City develop a positive
state legislative agenda, report to the City on a regular basis, as desired, and meet with its
management and consultants as needed.
Public Disclosure. SNW will be responsible, with the assistance of the City, for the accurate
and timely filing with the state Public Disclosure Commission (pDq of the annual L-l
registration form and the monthly L-2 forms. The City shall be solely responsible for the timely
filing of the annual L-3 report required of a lobbyist's employer.
Liaison. The City shall appoint a liaison person to whom SNW shall report, submits forms,
reports and billings and from show SNW shall receive instructions.
Conmct of Interest. It shall be the responsibility of SNW to identify and discuss with the City
any potential conflicts of interest in terms of legislative priorities or action required or
contemplated by other entities represented by SNW.
Duties ofSNW. The duties ofSNW are provided as follows:
1. SNW, to the best of its ability, shall attempt to pass, stop or amend legislation as
desired by the City, as well as to at all times build a positive legislative presence for the City to
benefit future legislative efforts.
2. Attend meetings with City personnel as reasonably requested.
Professional Services - Soren Northwest, Inc.
Dn__ A _~<
3. Meet with the City legislative delegation members or staff and local government
elected officials and staff as reasonably requested.
4. Meet with such legislators, legislative staff and state administrative personnel as shall
be necessary or advisable for the timely and successful completion of SNW' s lobbying
responsibilities.
5. Attend meetings of and work with other organizations and coalitions that would
benefit the City's legislative program.
6. Assist the City in the distribution of materials to appropriate parties.
7. Report to the City in such manner as is mutually agreed upon by SNW and the City.
8. Complete all the work and assignments, in a manner mutually agreed to.
Professional Services - Soren Northwest, Inc.
D..__C~~C
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SOREN NORTHWEST INC
LOBBYING & CONSULTING
EXECUTIVE
PRO
SERVICES
Insurance
Type Amount
Amount
Begin Date
End Date
Review Date
Insurance Total
Insurance Review Date
Comments
NTE AMOUNT
HOLD HARMLESS
+
+
+
+
+
+
+
$20000.00 +
09/15/2002 +
12/31/2003 +
11/01/2003 +
+
+
+
$0.00 +
+
+
+
+
+
+--------------------------------------------------------------------------+
PROFESSIONAL SERVICES AGREEMENT
Soren Northwest Inc.
Lobbying and Consulting Services
The City ofBremerton ("City") and Soren Northwest Inc. (SNW), ("Contractor"),
referred to collectively as the "Parties," enter into the following Agreement for professional
services:
I. Scope: The Contractor will perform lobbying and consulting services as described in
Exhibit "A" to this agreement.
II. Tenn: This Agreement commences on September 15, 2002 and terminates December 31,
2003 and pursuant to Section VIII.
m. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Contractor One Thousand Dollars ($1,000.00) per month. It is estimated that
SNW will commit at least 15 billable hours toward the City's concerns each month. City agrees
to reimburse SNW for expenditures for postage, facsimile transmission, telephone calls, and
photocopying during the course of the contract not to exceed $100.00 per month on average.
SNW shall submit an itemized communications expense statement quarterly. It is understood
that travel expenses which are incurred at the direction of the City outside of Kit sap, King, Pierce
and Thurston counties (including lodging, meals, airfare and mileage) will be reimbursed by the
City. Total compensation shall not exceed Twenty Thousand Dollars ($20,000.).
IV. Relationship of Parties: Contractor is skilled in the matters addressed in the Scope of
Work and is performing independent functions and responsibilities within its field of expertise.
Contractor and its personnel are independent contractors and not employees of the City.
Contractor and its personnel have no authority to bind the City or to control the City's employees
and other contractors.
As an independent contractor, Contractor 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 Contractor or its personnel.
As an independent contractor, Contractor 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, B&O, 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 Contractor.
V. Hold Hannless:
Contractor shall be solely responsible for the acts and failures to act of its personnel,
which arise in any way out of performance of this Agreement. Contractor agrees to defend,
indemnify, and hold harmless the City and its officials and employees from and against all
liability, loss, damages, and expenses, including costs and attorneys' fees, resulting from actions,
claims, and lawsuits arising or alleged to have arisen, in whole or in part, out of or in
Soren Northwest Inc.
Professional Services Agreement
Page 1 of3
~
consequence of the acts or failures to act of Contractor, its employees, its subcontractors, its
agents, or its assigns in the performance of this Agreement. The City and Contractor have
specifically negotiated Contractor's waiver of its immunity under Title 51 RCW, which is hereby
waived for purposes of Contractor's indemnification and hold harmless of the City, including the
duty to defend This provision shall be inapplicable to the extent such action, claim, or lawsuit is
judicially found to arise solely from the acts or failures to act of the City.
VI. General Conditions:
A. Reoorts and Information: When requested by the City, Contractor 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. Contractor shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Entire Al!1'eement: 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.
C. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
D. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
E. Notices: Notices shall be in writing and delivered to the following addresses:
Citv Address
Contractor Address
City ofBremerton
239 Fourth Street
Bremerton, W A. 98337
Soren Northwest, Inc.
P.O. Box 10640
Bainbridge Island, W A 98Il 0
F. 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.
G. Comoliance with Laws: Contractor shall comply with all applicable Federal, State,
and local laws in performing its obligations under this Agreement.
H. 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.
1. Attomevs' Fees: The substantially prevailing Party in any litigation arising out of this
Agreement shall be entitled to its reasonable attorneys' fees and court costs.
Soren Northwest Inc.
Professional Serviees Agreement
PQB"'''''f''1
VII. Nondiscrimination: Conlraotor 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.
Vlll. Termination: This Agreement may be terminated, at will, by the City or Contractor upon
30 days' written notice by either party. The City may immediately terminate this Agreement for
cause if the Contr~or substantially fails to perform and does not commence correction of the
fro%re of performance within five days of the City's sending notice to the Contractor. Upon
termination the City will be entitled to reports showing the status and/or all work products,
indepgndent of their stage of completion or preparation format.
Sor Northwest, lac.
y Date
Cary Bozcman, Mayor Date
Approved as to form:
Roger Lubovich. City Attorney
Received for Filing:
Kathl~n McCl~4cey, City
Profcsskmal S~rvic~s Agr~ment
Exhibit "A'
Scope of Services
The Oty of Bremerton (City) has requested that Soren Northwest, Inc. (SNW) provide lobbying
a~.d consulting services before the Washington State Legislature and Executive Branch. The City
wmhee SNW to help. design, implement and direct a successful legislative government relations
program m Washington State leading to the redevelopment of the downtown area,
revit~liTation of its neighborhoods, enhancement of its tax base and revenue streams and to
p .r~..vide greater opportunity t,o participate in State and Federal grants programs. These efforts
will include advising the Citys management as to the legislative process, helping design, and
assisting them in supporting positive measures and generally lobbying the state legislative and
executive process and its agencies.
The first step of a legislative program is to protect those resources, rights and powers already
established in current law. A major part of any lobbying program is to not lose rights or
privileges. The goal of the lobbying program is to secure for the City the protection of current
law and the opportunity for expansion of rights and responsibilities that it seeks.
SNW will also monitor and report on legislative activities related to the City's projects. These
activities would include meeting with legislative me~, staff and appropriate state agency
staff as well as the Association of washington Cities staff to help shape legislative requests
related to the City's many infrastructures, human service and management initiatives.
In p .lm_~.' .g .for a constructive legislative program, SNW will help the City develop a positive
state legislative agenda, report to the City on a regular basis, as desired, and meet with its
management and consultants as needed.
Public Disclosure. SNW will be responsible, with the assistance of the City, for the accurate and
timely filing with the state Public Disclosure Commission (PDC) of the annual L-1 registration
form and the monthly L-2 forms. The City shall be solely responsible for the timely filing of the
annual L-3 report required of a lobbyist's employer.
Liaison. The City shall appoint a liaison person to whom SNW shall report, submits forms,
reports and billings and from whom SNW shall r~five instructions.
Conflict of In~mrost. It shall be the responsibility of SNW to identify and discus~ with the City
any potential conflicts of interest in terms of legislative priorities or action required or
contemplated by other entities represented by SNW.
Duties of SNW.
1. SNW, to the best of its ability, shall attempt to pass, stop or amend legislation as
desired by the City as well as to at all times build a positive legislative presence for the City to
benefit future legislative efforts.
Exhibit A Scol~ of Services
2. Attend meetings with the City personnel as reasonably requested.
3. Meet with the City legislative delegation members or staff and local government
elected officials and staff as reasonably ~luested.
4. Meet with such legislators, legislative staff and state administrative personnel as shall
be necessary or advisable for the timely and successful completion of SNW's lobbying
responsibilities.
5. Attend meetings of and work with other organizations and coalitions that would
benefit the City's legislative program.
6. Assist the City in the distribution of materials to appropriate parties.
7. Report to the City in such manner as is mutually agreed upon by SN-W and the City.
8. Complete all the work and assignments, in a manner mutually agreed to.
So~n No~awe~t Inc.
Prol~al Services Agreement
Exhibit A Scope of So'vices