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4600
BREMERTON AREA CHAMBER OF COMMERCE
Tourism Promotion
City Clerk
LEG 12-1
01/01/2007
12/31/2007
02/15/2009
01/01/2009
Lodging Tax Revenue
Vendor
Subject
Department
Status Code
Amount
Begin Date
End Date
Review Date
Insurance
Comments
Contract Number 4600
BREMERTON AREA CHAMBER OF COMMERCE
Tourism Promotion
City Clerk
PRO File Class LEG 12-1
$42200.00
01/01/2007
12/31/2007
11/01/2007
GL
AL
E&O
$2000000.00
$1000000.00
$
Insurance Total
Insurance Review Date
$3000000.00
05/01/07
Lodging Tax Revenue
TOURISM PROMOTION SERVICES AGREEMENT
Bremerton Area Chamber of Commerce
The City of Bremerton ("City") and Bremerton Area Chamber of Commerce
("Chamber"), referred to collectively as the "Parties," enter into the following Agreement for
Tourism Promotion services:
I. Scope: The Chamber shall provide tourism promotion services for the City. Tourism
promotion shall mean activities and expenditures designed to increase tourism to the City.
Tourism promotion activities may include, but are not limited to, advertising, publicizing, or
otherwise distributing information for the purpose of attracting and welcoming tourists to the
City. The Chamber shall provide to the City a work plan attached hereto as Exhibit A setting
forth its goals and objectives for successful tourism promotion
II. Term: This agreement shall commence on the date of execution of this Agreement and
shall continue in full force and effect until December 31, 2007 unless terminated earlier pursuant
to Section IX of this Agreement.
III. Compensation: In consideration of the services provided pursuant to this Agreement
City shall pay the Chamber an amount not to exceed Forty Two Thousand Two Hundred Dollars
and 00/1 00 ($42,200) for Tourism Promotion services. However, funding for this Agreement is
subject to the actual Hotel/Motel Tax funds received by the City. If Hotel/Motel Tax receipts are
lower than budgeted funding may be decreased.
The Chamber shall submit monthly billing statements detailing how activities and services
performed by the Chamber during the preceding month have specifically promoted tourism in
the City of Bremerton including measurable results. Upon receipt of a conforming billing
statement, the City shall promptly process payment. 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 the Chamber of its obligations under this Agreement.
The Chamber 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.
IV. Relationship of Parties: The Chamber 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. Chamber and its personnel are independent contractors and not
employees of the City. Chamber 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-
Bremerton/Bremerton Area Chamber of Commerce
Page 1 of 4
consultants of the Chamber. Chamber will be solely and entirely responsible for its acts and for
the acts of Chamber's agents, employees, representatives and sub-consultants during the
performance of this Agreement. The City may, during the term of this Agreement, engage other
independent contractors to perform the same or similar work.
As an independent contractor, Chamber 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 Chamber or its personnel.
As an independent contractor, Chamber 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 Chamber.
V. Indemnification: Chamber 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.
The provisions of this section shall survive the expiration or termination of this Agreement.
VI. Insurance: Prior to and during the performance of the work covered by this Agreement,
Chamber shall provide the Risk Manager for the City with evidence that it has obtained and
maintains in full force and effect during the term of this Agreement comprehensive general
liability insurance coverage of at least $500,000.00 per occurrence. In the event Chamber
organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic
beverages, Consultant shall also provide evidence that it has obtained products liability and
liquor liability insurance of at least $500,000.00 per occurrence, for each event. The City shall
be named as additional insured. The Risk Manager shall be provided thirty (30) days written
notice of any cancellation of said insurance.
VII. General Conditions:
A. Reports and Information: When requested by the City, Chamber 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. Chamber shall maintain accounting records in
accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed
amounts.
Bremerton/Bremerton Area Chamber of Commerce
Page 2 of 4
B. Work Performed at Chamber's Risk: Chamber 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 Chamber's own risk, and Chamber 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.
C. Place of Work: The Chamber shall perform the work authorized under this Agreement at its
offices in Bremerton, Washington. Any necessary meetings with the City staff shall take place at
the City's offices, or at locations mutually agreed upon by the parties.
D. 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.
E. Severability: Should any part of this Agreement be found void, the balance of the Agreement
shall remain in full force and effect.
F. Modification: This Agreement may only be modified by written instrument signed by both
Parties.
G. Written Notices: All communications regarding this Agreement shall be sent to the parties
at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be
deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such
other address as may be hereafter specified in writing.
City Address
City Clerk
345 6th Street, Suite 600
Bremerton, W A 98337
Chamber Address
Bremerton Area Chamber of Commerce
PO Box 229
Bremerton, W A 98337
H. 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.
1. 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.
J. Compliance with Laws: Chamber shall comply with all applicable Federal, State, and local
laws in performing its obligations under this Agreement.
K. 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.
Bremerton/Bremerton Area Chamber of Commerce
Page 3 of 4
L. 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.
M. Assignment: Any assignment of this agreement by the Chamber without the written consent
of the City shall be void.
VIII. Nondiscrimination: Chamber 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.
IX. Termination: This Agreement may be terminated by either party for convenience upon
thirty (30) days written notice to the other party, or for cause if either party fails substantially to
perform through no fault of the other and does not commence correction within five (5) days of
written notice and diligently completes the correction thereafter. Upon such termination, City
will be entitled to reports showing the status of all services Chamber is providing to the City as
of the effective date of termination.
X. Termination of Other Contracts. This Agreement shall supersede all prior Agreements
between the parties relating to the use of Hotel/Motel Tax.
CITY OF BREMERTON
By: (II y$:a.n
its ~ ~r
Date: 7 ~/07
to form:
#
City Attorney
R:\Legal\Legal\Contracts\FINANCE\2007 Bremerton Area Chamber of Commerce. doc
Bremerton/Bremerton Area Chamber of Commerce
Page 4 of 4
EXHIBIT A
WORK PLAN - SCOPE OF SERVICES
Measurable Goals
We believe that the services provided will:
. Increase awareness of tourism opportunities in Bremerton and Kitsap County both
regionally and locally
. Increase hotel stays as evidenced through lodging tax revenues
. Increase visits to local attractions, both non -profit and for profit
. Increase visits to the Chamber's and VCB's web sites
Function
Amount
Staffing for Visitor Information Center
$28,000
Rent/utilities/phone
$ 6,900
Web site upgrades/maintenance
$ 1,000
Advertising
$ 3,000
Postage/ copies/ supplies
$ 3,300
Total
$42,200
Staffing
Funding pays the wages and related costs of employing the Community Concierge and
other Chamber employees who assist visitors Monday through Friday from 9:00 a.m. to
5:00 p.m.
Staff is trained to welcome guests, answer questions about the community and
recommend places to visit. They assist visitors and people considering visiting our area
via phone and email. Staff also creates, assembles and mails visitor information packets,
works with travel writers, distributes visitor information to chamber members and other
organizations and assists school children from other areas who are writing reports on
Bremerton and Kitsap County. They work with Navy personnel and others who are
relocating to the area and with employers who are recruiting employees by providing
information about our community.
_Bremerton/Bremerton Area Chamber of Commerce - Exh A
Page 1 of2
Rent/Utilities
Funding also supports the portion of the Chamber office that is specifically set aside for
visitor assistance. This includes an area to display and store information, two telephones,
a computer and a seating area for visitors.
Web Site Upgrades/Maintenance
Funding is used to pay for the portions of the Chamber's web site that are dedicated to
people visiting and relocating as well as the community events calendar. These areas are
reviewed and updated on a monthly basis.
Advertising
Funding will be used in joint advertising efforts with the Kitsap Peninsula Visitor and
Convention Bureau. These opportunities include radio, web and print.
Postage/Copies/Supplies
The Chamber will continue to print or copy materials as appropriate (lists of restaurants
and hotels, events calendars, history timelines) and mail visitor information packets as
requested.
Bremerton/Bremerton Area Chamber of Commerce - Exh A
Page 2 of2