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HomeMy WebLinkAbout4415 Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 4415 HOKE CONSULTING dba GRAF-HOKE INC Web Site Services Info Services PRO File Class LEG 12-1 $6000.00 01/01/2004 12/31/2004 02/15/2007 GL $ AL $ E&O $ Insurance Total $ Insurance Review Date Vault 01/01/2007 PROFESSIONAL SERVICES AGREEMENT Hoke Consulting dba Graf-Hoke, Inc. The City of Bremerton ("City") and Hoke Consulting dba Graf-Hoke, Inc. ("Contractor"), referred to collectively as the "Parties," enter into the following Agreement for professional services, effective on the date fully executed as follows: I. Scope: The Contractor agrees to provide professional services for reviewing, creating, writing, posting and coordinating web site content including providing day-to-day management support to City staff and departments. The Contractor shall also provide original design icons and photography for exclusive use by the City of Bremerton. The Scope of Work may be modified only pursuant to Section VII.I. of this Agreement. Contractor 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 Contractor agree that work will begin on the tasks described in the Scope (Section I) on January 1, 2004 and that this agreement will end on December 31,2004, or termination pursuant to paragraph VIII. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Contractor a sum not to exceed $500 per month. The Contractor shall submit regular billing statements describing services rendered and the amount charged for each service. The descriptions shall conform to and fall within the categories set out in the Scope of Work. Upon receipt of a conforming billing statement, the City shall promptly process payment. Contractor 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. Additional services shall be compensated for only if requested pursuant to Section I and shall be compensated as set out in the request or, if the request does not so provide, as set out in the attached fee schedule. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Contractor of its obligations under this Agreement. 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. 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-contractors of the Contractor. Contractor will be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, representatives and sub-contractors during the performance of this Agreement. The Bremerton/Hoke Consulting dba Graf-Hoke, Inc. Page 1 of 6 City may, during the term of this Agreement, engage other independent contractors to perform the san~e or similar work. 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. Indemnification: Contractor 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 Contractor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agree~nent 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 Contractor and the City, its officers, officials, employees, agents and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'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 Contractor 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 Contractor, its agents, representatives, employees, sub-consultants or sub-contractors. Before beginning work on the project described in this Agreement, the Contractor shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $500,000 combined single limit per accident for bodily injury and property damage; and 2. Business Liability insurance with limits no less than $500,000 limit per occurrence. Bremerton/Itoke Consulting dba Graf-Hoke, Inc. Page 2 of 6 3. Errors & Omissions Coverage insurance with limits no less than $500,000.00 per occurrence. Any payment of deductible or self insured retention shall be the sole responsibility of the Contractor. Professional liability insurance shall be provided on a "claims-made" basis. The Contractor'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, 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. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports developed under this Agreement shall belong to and become the property of the City. All written information submitted by the City to the Contractor in connection with the services performed by the Contractor under this Agreement will be safeguarded by the Contractor to at least the same extent as the Contractor safeguards like information relating to its own business. If such information is publicly available or is already in Contractor's possession or known to it, or is rightfully obtained by the Contractor from third parties, Contractor shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Contractor under this Agreement may be stored at Contractor's office in Bremerton, Washington. Contractor 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. Any use or muse of the documents, data and files created by Contractor for the City on this project by anyone other than Contractor on any other project shall be without liability or legal exposure to Contractor. C. Ownership of Intellectual Property: Any intellectual property (i.e., logos, etc.) created by Contractor shall become property of the City. Bremerton/Hoke Consulting dba Graf-Hoke, Inc. Page 3 of 6 D. Contractor to Maintain Records to Support Independent Contractor Status: On the effective date of this Agreement (or shortly thereafter), Contractor shall: 1. File a schedule of expenses with the Internal Revenue Service for the type of business Contractor 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 Contractor'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 Contractor under this Agreement shall not give rise to an employer- employee relationship between the parties which is subject to RCW Title 51, Industrial Insurance. E. Work Performed at Contractor's Risk: Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor 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. F. Place of Work: The Contractor 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 at 239 Fourth Street, Bremerton, Washington, or at locations mutually agreed upon by the parties. G. 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. H. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. I. Modification: This Agreement may only be modified by written instrument signed by both Parties. J. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below, unless notified to the contrary. Any written notice hereunder shall become effective upon the date of mailing by registered or certified mail, 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 Contractor Address Mayor Hoke Consulting dba Graf-Hoke, Inc. 239 4th Street PO Box 1014 Bremerton, WA 98337 Bremerton, WA Bremerton/Hoke Consulting dba Graf-Hoke, Inc. Page 4 of 6 K. 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. L. 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. M. Compliance with Laws: Contractor shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. N. 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. O. 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: 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. VIII. Termination: This Agreement may be terminated, at will, by either Party upon 30 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 five days of the terminating Party's sending notice to the non-performing Party. 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 Contractor's receipt of the written notice by certified mail. A. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Contractor 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 Contractor's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Contractor was contracted to perform shall be without liability or legal exposure to the Contractor. Upon termination the City will be entitled to reports showing the status of all items listed in the Scope of Work current through the termination date. Bremerton/Hoke Consulting dba Graf-Hoke, Inc. Page 5 of 6 CITY OF BREMERTON HOKE CONSULTING dba GRAF-HOKE, INC. By: ary oz B' its: Mayor it s .-Y'~~ Date Signed: Date Signed: '2.-- Q...~ · e,~ APPROVED AS TOfiFC?RM: Rog ubovichl City Attorney Bremerton/Hoke Consulting dba Graf-Hoke, Inc. Page 6 of 6