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4601
BREMERTON HISTORIC SHIPS ASSOCIATION
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 4601
BREMERTON HISTORIC SHIPS ASSOCIATION
Tourism Promotion
City Clerk
PRO File Class LEG 12-1
$10200.00
01/01/2007
12/31/2007
11/01/2007
GL
AL
E&O
$
$
$
Insurance Total
Insurance Review Date
$
01/01/2007
Lodging Tax Revenue
TOURISM PROMOTION SERVICES AGREEMENT
Bremerton Historic Ships Associa~ion
The City of Bremerton ("City") and the Bremerton Historic Ships Association
("Association"), referred to collectively as the "Parties," enter into the following Agreement for
Tourism Promotion services:
I. Scope: The Association 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 Association 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 th~ 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 Association an amount not to exceed Ten Thousand Two Hundred Dollars and
001100 ($10,200) for Tourism Promotion services. Payments will be made in six (6) equal
payments of $1700 for April through September 2007. 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 Association shall submit monthly billing statements detailing how activities and services
performed by the Association 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 Association of its obligations under this Agreement.
The Association 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 Association 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. Association and its personnel are independent contractors and not
employees of the City. Association arid 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
Bremerton/Bremerton Historic Ships Association
Page 1 of 4
insurance are available from the City to the employees, agents, representatives, or sub-
consultants of the Association. Association will be solely and entirely responsible for its acts
and for the acts of Association'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, Association 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 Association 'Of its personnel.
As an independent contractor, Association 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 Association.
V. Indemnification: Association 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,
Association 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 Association
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, Association 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. Association shall maintain accounting records in
accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed
amounts.
BremertonlBremerton Historic Ships Association
Page 2 of 4
B. Work Performed at Association's Risk: Association 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 Association's own risk, and Association 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 Association 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
Association Address
Bremerton Historic Ships Association
300 Washington Beach Avenue
Bremerton, WA 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. N on- 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: Association 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 Historic Ships Association
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 Association without the written
consent of the City shall be void.
VIII. Nondiscrimination: Association 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 Association 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 HotellMotel Tax.
CITY OF BREMER
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BremertonlBremerton Historic Ships Association
Page 4 of 4
EXHIBIT A
I. Scope: The Association 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.
Goals and Objectives
A. The Bremerton Historic Ships Association (BHSA) intends to utilize the City of
Bremerton Lodging Tax grant funding to launch a new web design that will
promote visits to the ship and to the City of Bremerton by offering:
1 )Photographs and details of our Overnighter Program for youth groups:
A description and pictures, and most importantly, videos, of happy scouts
living as sailors for a night would increase interest in our Overnighter
Program, which would serve to drive attendance in the program and result
in additional visitations to the ship - and to Bremerton.
2)Programs and details of our Reunion Services program: The USS
TURNER JOY is the only destroyer museum ship on the West Coast.
Therefore the USS TURNER JOY and Bremerton are a 'natural' venue for
tens of thousands of US NAVY destroyer veterans for their reunions.
Since ship reunions are planned one to thre.e years in advance, we intend
to target three (3) reunions for 2008, an achievable goal that would bring
50 to 150 individual attendees each, with their families, to Bremerton -
with 16dgingand meal purchases as well as convention center financial
increases -to Bremerton.
3.)"Sound bites" of a video tour would be viewable on the website, and
serve as an appetizer for an in-person visit. Most museum ships have far
fewer viewable spaces than the USS TURNER JOY. Being able only to
visit the main deck and a few interior spaces....:.. the norm for most museum
ships - is a turn-off for prospective visitors. The "sound bites" of a video
tour on the website would display, in no uncertain terms, that our ship is
wide-open for their viewing. A few paragraphs in a brochure cannot match
actual videos of a tour. .
B. The full 35 minute video - on a DVD - would be viewable and sold in the gift
shop for two reasons: Many of our visitors are unable to negotiate the ship's
ladders - due to physical disability or advanced age - and a DVD of the full tour
could be brought back to friends and family at home as a souvenir. We all
recognize that an in-person visit is best, but we want to offer a second-best
alternative to the physically disadvantaged. We strongly believe that wide
distribution of the DVD will serve as unique marketing collateral directed towards
bringing a greater volume of visitors to the USS TURNER JOY, and by definition,
Bremerton. Responses to inquiries about prospective reunions, group tours,
Overnights, and future events will be accompanied by the DVD.