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HomeMy WebLinkAbout4691 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4691 BREMERTON HISTORIC SHIPS ASSOCIATION Tourism Promotion City Clerk LEG 12-1 01/01/2008 12/31/2008 02/15/2010 01/01/2010 / TOURISM PROMOTION SERVICES AGREEMENT The City of Bremerton ("City") and 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 the date of execution of this Agreement and shall continue in full force and effect until December 31, 2008 unless terminated earlier pursuant to Section IX of this Agreement. m. Compensation: In consideration of the services provided pursuant to this Agreement City shall pay the Association an amount not to exceed Ten Thousand Dollars ($10,000.00) 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 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 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- BremertonlBremerton Historic Ships Association Page 1 of 4 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 or 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, Association 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 and a copy of the appropriate additional insured endorsement shall be provided to the City's Risk Manager. The Risk Manager shall be provided thirty (30) days written notice of any cancellation of said insurance. VII. General Conditions: A. Reoorts 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. Such reports and documents shall include: list of festivals and special events sponsored by Association with the amount of revenue expended on each festival, special event or tourism-related facility; the estimated number of tourists and/or persons traveling over fifty miles to the destination, and the estimated number of lodging stays BremertonlBremerton Historic Ships Association Page 2 of 4 generated per festival or tourism-related event. Association shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. 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 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 Bremerton Historic Ships Association William Metcalf, Executive Director 300 Washington Beach Ave 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. I. 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. ComDliance with Laws: Association shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. Bremerton/Bremerton Historic Ships Association Page 3 of 4 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. 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, sexual orientation 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 ofHotel/Motel Tax. BREMERTON HISTORIC SHIPS ASSOCIATION ~~.s....~~ By: \o\J~ \ l (Q.W\ ~. ~ its: E:')(t..tt.~~\"4 'b,';"pc--:la"", Date: 4. H. 9ea Attest: 4;#~ City Cle Bremerton/Bremerton Historic Ships Association Page 4 of 4 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. EXHIBIT A Goals and Objectives The Bremerton Historic Ships Association (BHSA) intends to utilize the City of Bremerton Lodging Tax grant funding to repair the two floats, currently in a state of disrepair, attached to the starboard side of the ship. Once this work is done BHSA will partner with NorthWest Electric Boat Rentals LLC to offer the rentals of 21 foot DuffyTM electric boats to the general public. The ultimate objective is to promote visits to the ship and to the City of Bremerton, providing yet another reason to visit the Bremerton Boardwalk. The repair of the floats will be performed by a third party, experienced in repairs of this type and selected via submitted bids. Work will commence during the month of March, and is expected to continue for three (3) weeks time, well in advance of the 1 May rental start date. We ask that the City of Bremerton provide the full amount of the awarded ten thousand dollars ($10,000) in six (6) monthly payments of one thousand, six hundred dollars ($1,666) each for the months of April through August, with a final payment of $1,667 for the month of September. A monthly document and invoice will be issued to the City during the first weeks of the months of May through October for work performed during the previous month(s). As always, should there be any questions, please contact the undersigned. Respectfully submitted, Bremerton Historic Ships Association William A. Metcalf Executive Director (360) 981-7636 5 February 2008 /