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HomeMy WebLinkAbout5125Contract Number: Vendor: Sub�ect Department: File Class: Begin Date: End Date: Review Date: Vault Date: 5125 BREMERTON SYMPHONY Tourism Promotion Services City Clerk LEG 12-1 1/1/2012 12/31/2012 2014 Comments : TOURISM PROMOTION SERVICES AGREEMENT Bremerton Symphony The City of Bremerton ("City") and Bremerton Symphony ("Recipient"), referred to collectively as the "Parties," enter into the following Agreement for Tourism Promotion services I. Scope: The Recipient shall provide tourism promotion services for the City. Tourism promotion shall mean activities and expenditures designed to increase tourism to the City. Tourism promotion activ�ties may include, but are not limited to, advertis�ng, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists to the City. The Recipient shall provide to the City a work plan attached hereto as Exhibit A setting forth its goais and ob�ectives 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, 2012 unless terminated earlier pursuant to Section IX of this Agreement III. Compensation: In consideration of the services provided pursuant to this Agreement City sha(I pay the Recipient an amount not to exceed Seventeen Thousand Dollars ($17,000.00) for Tourism Promotion services. However, funding for this Agreement is sub�ect to the actual Hotel/Motei Tax funds received by the City. If Hotel/Motel Tax receipts are lower than budgeted funding may be decreased. The Recipient shall submit by the 15 of the month biliing statements detailing how act�vities and services performed by the Recipient during the preced�ng month have specifically promoted tourism in the City of Bremerton inciuding 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 Recipient of its obiigations under this Agreement Failure by the Organization to submit all conforming billing statements by January 15th after the expiration of this agreement will result in the forfeiture of remaining unbiiled compensation The Recipient 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 EV. Relationship of Parties: The Recipient represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and respons�bil�ties within its field of expertise. Recipient and its personnel are independent contractors and not employees of the City Recipient and its personnel have no authority to bind the City or to control the C�ty'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-consultants of the Rec�pient Recip�ent will be solely and ent�rely responsible for its acts and for the acts of Recipient's agents, employees, representatives and sub-consultants during the pertormance of this Agreement The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work. Bremerton/Bremerton Symphony Page 1 of 4 As an independent contractor, Recipient 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 Recipient or its personnel As an independent contractor, Recipient is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement These taxes and fees inciude 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 Recipient. V. Inderv�nification: Recipient shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all cla�ms, in�uries, damages, losses or suits, �nciuding all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the in�uries and damages caused by the City's sole negligence The C�ty'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 th�s sect�on shall survive the expiration or termination of th�s Agreement VI. Insurance: Prior to and during the performance of the work covered by this Agreement, Recipient shall provide the Risk Manager for the City with evidence that it has obtained and maintains in full force and effect dur�ng the term of this Agreement comprehensive general liability insurance coverage of at least $500,000 00 per occurrence In the event Recipient organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Recipient shall aiso provide evidence that it has obtained products liability and liquor liability �nsurance 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 additiona{ insured endorsement shall be provided to the City's Risk Manager. The Risk Manager shall be provided thirty (30) days written notice of any canceliation of said insurance VII. General Conditions: A Reports and Information When requested by the City, Recipient 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 Recipient with the amount of revenue expended on each festival, special event or tourism-related facil�ty; the estimated number of tourists and/or persons traveling over fifty miles to the destination, and the estimated number of lodging stays generated per festival or tour�sm-related event. Rec�pient shall snaintain account�ng records �n accordance with Generafly Accepted Accounting Principles (GAAP) to substantiate all bilied amounts B. Work Performed at Recipient's Risk: Recipient shall take all precautions necessary and shall be responsibie for the safety of its empioyees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shaii be done at Recipient's own risk, and Recipient shali be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work Bremerton/Bremerton Symphony Page 2 of 4 C Place of Work The Recipient shall perform the work authorized under this Agreement at its offices in Bremerton, Washington Any necessary meetings with the City staff shall take piace 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. Severabilitv: 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 1st class mail, or by personal service, and shall be deemed suffic�ently 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 of Bremerton City Clerk 345 6 Street, Suite 600 Bremerton, WA 98337 Bremerton Symphony P O Box 996 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. 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 Compliance with Laws• Recipient shall comply with ail 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 �udicial 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 Recipient without the written consent of the City shall be void VIIE. Nondiscrimination: Recipient 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 Bremerton/Bremerton Symphony Page 3 of 4 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 Recipient is providing to the City as of the effective date of termination X. Termination of Other Contracts. This Agreement shall supersede aii prior Agreements between the parties relating to the use of Hotel/Motel Tax CITY OF BREMERTON � 111TTT/ � By Pa ent Title. M r Date• O � — 2� — / Z- Approv as to form: Bremerton City Attorney R.\Finance\City Clerk\Admin\Lodging Tax\2012\Symphony doc Bremerton/Bremerton Symphony Page 4 of 4 st• � G y Clerk 1��I.ERTON VIPHONY S O C I A T I O N Exhibit A Out of County Marketing and Advertising The lodging tax funds will be spent on advertising season performances with King County and Thurston County radio broadcasting and newspapers with circulation outside of Kitsap County to reach new patronage and interest in what's available in Bremerton for the weekends of concerts September through May Marketing and advertising will be strategic to reach new markets in outlying communities to identify Bremerton as a source of culture and entertainment Collaborative Musicai Performance Bremerton Symphony has the intent to program another concert in the fall of 2012 and invite collaboration with another nearby musical group A greater audience would be attracted and be melded with the standing supporters of the Symphony This may include out of county choral societies, instrumental ensembles and military band groups The speciai event will have its own elevated effort of advertising and marketing throughout Kitsap County and the environs