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HomeMy WebLinkAbout5123 Contract Number 5123 Vendor ADMIRAL THEATRE FOUNDATION Subject Tourism Promotion Services Department City Clerk File Class LEG 12 -1 Begin Date 1/1/2012 End Date 12/31/2012 Review Date Vault Date 2014 Comments. CLOSED 2012 TOURISM PROMOTION SERVICES AGREEMENT Admiral Theatre Foundation The City of Bremerton ("City") and Admiral Theatre Foundation ("Recipient"), referred to collectively as the "Parties," enter into the following Agreement for Tourism Promotion services Y. 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 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 Recipient shall provide to the City a work plan attached hereto as Exhibit A setting forth its goals 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 shall pay the Recipient an amount not to exceed Twenty Thousand Dollars ($20,000 00) for Tourism Promotion services However, funding for this Agreement is sub�ect to the actual Hotel/Motel Tax funds received by the City Yf Hotel/Motel Tax receipts are lower than budgeted funding may be decreased. The Recipient shall submit by the 15 of the month billing statements detailing how activities and services performed by the Recipient 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 Recipient of its obligations 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 unbilled compensation The Reapient shall not pertorm 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 Recipient represents that it is skiiled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities 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 City's employees and other contractors. None of the bene�ts 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 Recipient Recipient will be solely and entirely responsible for its acts and for the acts of Recipient'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 Bremerton/Admiral Theatre Foundation 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 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 Recipient V. Indemnification: Recipient shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, in�uries, 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, Recipient 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 Recipient organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Recipient 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 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 facility, 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 tourism-related event Recipient shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts B Work Performed at Recipient's Risk Recipient 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 Reapient's own risk, and Recipient 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 Bremerton/Admiral Theatre Foundation 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 place at the City's offices, or at locations mutually agreed upon by the parties. D Entire AQreement 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 ist 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 of Bremerton Gty Clerk 345 6 Street, Suite 600 Bremerton, WA 98337 Admirai Theatre Foundation 515 Pacific 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 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 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 �udicial action to resolve disputes ar�sing out of this Agreement shall be brought in Kitsap County Superior Court. L Attornevs' 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 Assicanment. Any assignment of this agreement by the Recipient without the written consent of the City shall be void VIII. 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/Admiral Theatre Foundation 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 all prior Agreements between the parties relating to the use of Hotel/Motel Tax. CITY OF BREMERTON � By P Lent Title or Date /2 � -- AD THEA E FOUNDATION � �' Bv' I A' v r Title: C �C� Date. �'y ' � � Approved as to form � Bremert n ity Attorney et � Clerk R.\Finance\City Clerk\Admin\Lodging Tax\2012\Admiral Theater doc Bremerton/Admiral Theatre Foundation Page 4 of 4 12f0712012 13 18 ADMIRALTHEATRE #1217 P 0021003 . , 4 I Admiral Theatre Foundation Tourism Promotion Services A�reement Exhibit A Scope of 11Uork The Admiral Theatre Foundation, in return for the compensation deta�led Agreement, will over the next twelve months use the compensation to pa artist fees, hospitality, backline and advertising costs incurred by the exec per#ormance contracts with approximately thirty entertainment acts. The Foundation expects that these thirty acts vvill attract approximately eightE thousand patrons to its facility providing a source of tourism dollars to th; economy. n the the tion of en local 0