005-17 - Kitsap Economic Development Alliance - ContractCITY OF PORT ORCHARD PROFESSIONAL SERVICES AGREEMENT
ECONOMIC DEVELOPMENT SERVICES
Contract No. 005-17
THIS Agreement is made effective as of the 10 111 day of January 2017, by and between the City of
Port Orchard, a municipal corporation, organized under the laws of the State of Washington, whose
address is:
CITY OF PORT ORCHARD, WASHINGTON (hereinafter the "CITY")
216 Prospect Street
Port Orchard, Washington 98366
Contact: Mayor Robert Putaansuu Phone: (360) 876-4407 Fax: (360) 895-9029
and Kitsap Economic Development Alliance, a non-profit corporation, organized under the laws
of the State of Washington, doing business at:
Kitsap Economic Development Alliance (hereinafter the "CONSULT ANT")
4312 Kitsap Way, Suite 103
Bremerton, WA 98312
Contact: John Powers, Executive Director Phone: (360) 377-9499
for professional services in connection with the following Project:
Economic Development
TERMS AND CONDITIONS
1. Services by Consultant.
A. Consultant shall perform the services described in the Scope of Work attached to this
Agreement as Exhibit "A." The services performed by the Consultant shall not exceed the Scope of Work
without prior written authorization from the City.
B. The City may from time to time require changes or modifications in the Scope of Work.
Such changes, including any decrease or increase in the amount of compensation, shall be agreed to by
the parties and incorporated in written amendments to the Agreement.
2. Schedule of Work.
A. Consultant shall perform the services described in the scope of work in accordance with
the Schedule attached to this contract as Exhibit "A." If delays beyond Consultant's reasonable control
occur, the parties will negotiate in good faith to determine whether an extension is appropriate.
B. Consultant is authorized to proceed with services upon receipt of a written Notice to
Proceed.
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Kitsap Economic Development Alliance
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3. Terms. This Agreement shall commence on January 1, 2017, ("Commencement Date") and shall
terminate on December 31, 2018, unless extended or terminated in writing as provided herein.
4. Compensation.
D LUMP SUM. Compensation for these services shall be a Lump Sum of$ _____ _
0 TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not
exceed $ without written authorization and will be based on billing rates and
reimbursable expenses attached hereto as Exhibit A.
D TIME AND MATERIALS. Compensation for these services shall be on a time and material
basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit
" "
~ OTHER-Quarterly invoices in an amount up to $2,500, for a total amount not to exceed $20,000
(2017-$10,000 and 2018-$10,000).
5. Payment.
A. Consultant shall invoice the City in a format acceptable to the City for the work being
performed according to the scope of services. The invoice shall be submitted quarterly concurrent with
the quarterly report indicating the services that were provided.
B. All invoices shall be paid by City warrant within sixty (60) days of receipt of a proper
invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the
same within fifteen (15) days from the date of receipt and shall pay that po1iion of the invoice not in
dispute, and the parties shall immediately make every effort to settle the disputed portion.
C. Consultant shall keep cost records and accounts pertaining to this Agreement available
for inspection by City representatives for three (3) years after final payment unless a longer period is
required by a third-party agreement. Copies shall be made available on request.
D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall
comply with all federal and state laws applicable to independent contractors, including, but not limited to,
the maintenance of a separate set of books and records that reflect all items of income and expenses of the
Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by law, to
show that the services performed by the Consultant under this Agreement shall not give rise to an
employer-employee relationship between the parties, which is subject to Title 51 RCW, Industrial
Insurance.
E. If the services rendered do not meet the requirements of the Agreement, Consultant will
correct or modify the work to comply with the Agreement. City may withhold payment for such work
until the work meets the requirements of the Agreement.
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Kitsap Economic Development Alliance
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6. Discrimination and Compliance with Laws
A. Consultant agrees not to discriminate against any employee or applicant for employment
or any other person in the performance of this Agreement because of race, creed, color, national origin,
marital status, sex, age, disability, or other circumstance prohibited by federal, state, or local law or
ordinance, except for a bona fide occupational qualification.
B. Even though the Consultant is an independent contractor with the authority to control and
direct the performance and details of the work authorized under this Agreement, the work must meet the
approval of the City and shall be subject to the City's general right inspection to secure the satisfactory
completion thereof. The Consultant agrees to comply with all federal, state and municipal laws, rules and
regulations that are now effective or become applicable within the terms of this Agreement to the
Consultant's business, equipment and personnel engaged in operations covered by this Agreement or
accruing out of the performance of such operations.
C. Consultant shall obtain a City of Port Orchard business license prior to receipt of written
Notice to Proceed.
D. Violation of this Paragraph 6 shall be a material breach of this Agreement and grounds
for cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may
result in ineligibility for further work for the City.
7. Relationship of Parties. The parties intend that an independent contractor-client relationship
will be created by this Agreement. As the Consultant is customarily engaged in an independently
established trade which encompasses the specific service provided to the City hereunder, no agent,
employee, representative or sub-consultant of the Consultant shall be or shall be deemed to be the
employee, agent, representative or sub-consultant of the City. In the performance of the work, the
Consultant is an independent contractor with the ability to control and direct the performance and details
of the work, the City being interested only in the results obtained under this Agreement. 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. The Consultant will be solely and entirely responsible for its acts and for
the acts of its agents, employees, representatives and sub-consultants during the performance of this
Agreement. The City may, during the term of this Agreement, engage other independent contractors to
perform the same or similar work that the Consultant performs hereunder.
8. Suspension and Termination of Agreement
A. Termination without cause. This Agreement may be terminated by the City at any time
for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment for
the benefit of creditors.
B. Termination with cause. The Agreement may be terminated upon the default of the
Consultant.
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Kitsap Economic Development Alliance
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C. Rights Upon Termination.
l. With or Without Cause. Upon termination for any reason , all fini s h e d or
unfinished documents, reports , or other material or work of Consultant pursuant to this
Agreement shall be submitted to the City, and the Consultant shall be entitled to just and
e quitabl e compensation for any satisfactory work completed prior to the date of termination , not
to exceed the total compensation set forth herein. Consultant shall not be entitled to any
reallocation of cost, profit or overhead. Consultant shall not in any event be entitled to anticipated
profit on work not performed because of such termination. Consultant shall use its best efforts to
minimize the compensation payable under this Agreement in the event of such termination.
Upon termination , the City may take over the work and prosecute the same to completion, by
contract or otherwise.
2. Default. If the Agreement is terminated for default, the Consultant shall not be
entitled to receive any further payments under the Agreement until all work called for has been
folly performed. Any extra cost or damage to the City resulting from such default(s) shall be
deducted from any money due or coming due to the Consultant. The Consultant shall bear any
extra expenses incurred by the City in completing the work, including all increased costs for
completing the work, and all damage sustained, or which may be sustained by the City by reason
of such default.
D. Suspension. The City may suspend this Agreement, at its sole discretion. Any
reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's reasonable
expenses, and shall be subject to verification. The Consultant shall resume perfonnance of services under
this Agreement without delay when the suspension period ends.
E. Notice of Tennination or Suspension. If delivered to the Consultant in person ,
tennination shall be effective immediately upon the Consultant's receipt of the City's written notice or
such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be
given to the Consultant in writing upon one week's advance notice to Consultant. Such notice shall
indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the
address set forth in Section 15 herein.
9. Standard of Care. Consultant represents and warrants that it has the requisite training, skill and
experience necessary to provide the services under this Agreement and is appropriately accredited and
licensed by all applicable agencies and governmental entities. Services provided by Consultant under this
Agreement will be performed in a manner consistent with that degree of care and skill ordinarily
exercised by members of the same profession currently practicin g in similar circumstances.
10. Ownership of Work Product.
A. All data materials, reports, memoranda, and other documents developed under this
Agreement whether finished or not shall become the property of City , shall be forwarded to City at it s
request and may be used by City as it sees fit. Upon termination of this Agreement pursuant to paragraph
7 above, all finished or unfinished documents, reports , or other material or work of Consultant pursuant to
this Agreement shall be s ubmitted to City.
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Kit sa p Eco nomi c De velopment Allianc e
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B. All written information submitted by the City to the Consultant in connection with the
services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at
least the same extent as the Consultant safeguards like information relating to its own business. If such
information is publicly available or is already in Consultant's possession or known to it, or is rightfully
obtained by the Consultant from third parties, the Consultant shall bear no responsibility for its disclosure,
inadvertent or otherwise.
11. Work Performed at the Consultant's Risk. The 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
the Consultant's own risk, and the Consultant shall be responsible for any loss or damage to materials,
tools, or other articles used or held by the Consultant for use in connection with the work.
12. Indemnification. The 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 attorneys' fees, arising out of or in connection with the performance of
this Agreement, except for injuries and damages caused by the sole negligence of the City. The City's
inspection or acceptance of any of the Consultant'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 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 WANER. THE CONSULTANT'S WANER OF IMMUNITY
UNDER THE PROVISIONS OF THIS SECTION DOES NOT INCLUDE, OR EXTEND TO ANY
CLAIMS BY THE CONSULTANT'S EMPLOYEES DIRECTLY AGAINST THE CONSULTANT.
13. 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, or
employees.
A. Minimum Scope of Insurance
Consultant shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00
01 or a substitute form providing equivalent liability coverage. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
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Kitsap Economic Development Alliance
Professional Service Agreement Contract No. 005-17
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2. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01 or a substitute form providing equivalent liability coverage and shall cover
liability arising from premises, operations, independent contractors and personal
injury and advertising injury. The City shall be named as an insured under the
Consultant's Commercial General Liability insurance policy with respect to the work
perfonned for the City.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
4. Professional Liability insurance appropriate to the Consultant's profession.
B. Minimum Amounts of Insurance
Consultant shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than $1,000,000
per claim and $1,000,000 policy aggregate limit.
4. Employer's Liability each accident $1,000,000, Employer's Liability Disease each
employee $1,000,000, and Employer's Liability Disease-Policy Limit $1,000,000.
· C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile Liability, Professional Liability and Commercial General Liability insurance:
1. The Consultant's insurance coverage shall be primary insurance as respect the City.
Any insurance, self-insurance, or insurance pool coverage maintained by the City
shall be excess of the Consultant's insurance and shall not contribute with it.
2. The Consultant's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
3. The City will not waive its right to subrogation against the Consultant. The
Consultant's insurance shall be endorsed acknowledging that the City will not waive
their right to subrogation. The Consultant's insurance shall be endorsed to waive the
right of subrogation against the City, or any self-insurance, or insurance pool
coverage maintained by the City.
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Kitsap Economic Development Alliance
Professional Service Agreement Contract No. 005-17
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4. If any coverage is written on a "claims made" basis, then a minimum of a three (3)
year extended reporting period shall be included with the claims made policy, and
proof of this extended reporting period provide to the City.
D. Acceptability ofinsurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VIL
E. Verification of Coverage
Consultant shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Consultant before commencement of the work.
14. Assigning or Subcontracting. Consultant shall not assign, transfer, subcontract or encumber
any rights, duties, or interests accruing from this Agreement without the express prior written consent of
the City, which consent may be withheld in the sole discretion of the City.
15. Notice. Any notices required to be given by the City to Consultant or by Consultant to the City shall
be in writing and delivered to the parties at the following addresses:
Robert Putaansuu
Mayor
216 Prospect Street
Port Orchard, WA 98366
Phone: (360) 876-4407
Fax: (360) 895-9029
John Powers
Executive Director
4312 Kitsap Way, Suite 103
Bremerton, WA 98312
Phone: (360) 377-9499
16. Resolution of Disputes and Governing Law.
A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions
contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term
or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between
the parties relative to the actual services provided or to the sufficiency of the perfonnance hereunder.
B. If any dispute arises between the City and the Consultant under any of the provisions of
this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if the
Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any resulting
litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
C. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington. In any suit or action instituted to enforce any right granted in this Agreement, the
substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable
attorney's fees from the other party.
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Kitsap Economic Development Alliance
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17. General Provisions.
A . Non-waiver of Breach. The failure of either paity to insist upon strict performance of any
of the covenants and agreements contained herein ; or to exercise any option herein contained in one or
more instances , shall not be construed to be a waiver or relinquishment of said covenants , agr eements, or
options, and the same shall be in full force and effect.
B. Modification. No waiver, alteration , modification of any of the prov1s1ons of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of the City
and the Consultant.
C. Severability. The provisions of this Agreement are declared to be severable. If any
provision of this Agreement is for any reason held by a court of competent jurisdiction to be invalid or
unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitutionality of
any other provision.
D. Entire Agreement. The written provisions of this Agreement, together with any Exhibits
attached hereto, shall supersede all prior verbal statements of any officer or other representative of the
City, and such statements shall not be effective or be construed as entering into or forming a part of or
altering in any manner whatsoever, the Agreement or the Agreement documents. The entire agreement
between the paities with respect to the subject matter hereunder is contained in this Agreement and the
Exhibits attached hereto, which may or may not have been dated prior to the execution of this Agreement.
All of the above documents are hereby made a part of this Agreement and form the Agreement document
as fully as if the same were set forth herein. Should any language in any of the Exhibits to this
Agreement conflict with any language contained in this Agreement, then this Agreement shall prevail.
IN WITNESS WHEREOF, the partie s have executed this Agreement on the day and year set
fo,th above.
APPROVED AS TO FORM: By ~a~
-onCates,CityA ttorney
City of Port Orchard
Kit sap Economic Dev e lopment Allianc e
Profess ional Servic e Ag reement Contract No. 00 5-1 7
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EXHIBIT "A"
SCOPE OF SERVICES
Purposes of the agreement:
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 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
and promote employment for low and moderate-income families.
3. Provide leadership and coordination in relation to KEDA's current work plan 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.
a. Business assistance includes but not limited to:
i. Site selection
City of Port Orchard
ii. Market research and analysis
iii. Education and assistance on selling to the government
1v. Workforce development, hiring and training
v. Advanced manufacturing and industry certifications
v1. B2B and M2B referrals
v11. Capital formation
viii. Taxes, regulations and permitting
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ix. Exporting
c . Research and communicate government and business sales opportuni t ie s
to local employers via the KEDA blog , social m edia and targeted
newsletters
d . Maintain an inv e ntory of land available for primary employ e rs through
contacts with commercial brokers and property owners.
e. Provide support for funding requests that will develop the physical
infrastructure (e.g. roads, telecommunications) and social infrastructure
(e .g. training and health systems) needed by business es 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 .
4. Continue diversification and integration efforts in the preceding work elements
through support of volunteer committees of the Board of Directors of the Kitsap
Economic Development Alliance .
5. Provide a quarterly written report of progress and brief the Mayor and City
Council concerning reported progress. Identify benefits accruing to the City of Port
Orchard, its businesses and its residents relative to the above work elements, to the
extent feasible . Provide information through electronic newsletters and printed reports
regularly regarding economic development issues.
6. This economic development support and work will be provided by professional
staff at the Kitsap Economic Development Alliance:
a . John Powers, Executive Director
b. Kathy Cocus, Business Development Director
c. Theresa Mangrum, Executive Administration, Events & Marketing
d. Mary Jo Juarez, PTAC (Procurement Technical Assi ysa ce Center)
counselor , ~
e . Mona Carlson , PTA q_.c,0 -1:1n se ler-·-.; Vu/u N'?~-e.'L.
f . Volunteers who pr ovide workshop presentations, earch support and
other duties as deemed necessary to full scope.
Cit y of Port Orchard
Kit sap Econo mi c Deve lop me nt Alli ance
Pro fess io na l Se rvice Agree men t Co ntract N o. 005-1 7
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