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HomeMy WebLinkAbout5337Contract Number: Vendor: Sub�ect• Department: File Class: Begin Date: End Date: Review Date: Vault Date: 5337 BREMERTON SYMPHONY Tourism Promotion Services Agreement City Clerk LEG 12-1 1/1/2014 12/31/2014 2014 Comments: TOURISM PROMOTION SERVICES AGREEMENT Bremerton Symphony The Crty of Bremerton ("Crty") and Bremerton Symphony ("Organization"), referred to collectively as the "Parties," enter into the following Agreement for Tourism Promotion services I. Scope: The Organ�zation shall provide tourism promotion services for the City Tourism promotion shall mean act�vities and expenditures designed to increase tourism to the City Tourism promotton activities may include, but are not limited to, advertismg, publicizmg, or otherwise distributing information for the purpose of attracting and welcommg tourists to the Crty The Organ�zation shall provide to the Crty a work plan attached hereto as Exhibrt A settmg 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 contmue m full force and effect until December 31, 2014 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 Organization an amount not to exceed Eleven Thousand ($11,000 00) for Tourism Promotion services However, funding for this Agreement ts sub�ect to the actual Hotel/Motel Tax funds recerved by the City If Hotel/Motel Tax receipts are lower than budgeted fundmg may be decreased The Organization shall submit monthly billing mvoices, by the 15` of the month, detailmg how activrties and services performed by the Organization during the preceding month have specifically promoted tour�sm in the Crty of Bremerton includmg measurable results Upon receipt of a conforming billing invoice, the Crty shall promptly process payment If a billmg mvoice does not conform to this Agreement, the City may wrthhold payment until the mvoice is brought into compliance Such withholdmg does not relieve the Organization of its obligat�ons under this Agreement Failure by the Organization to submrt all conforming billing mvoices by January 15` after the expiration of this Agreement may result in the forferture of remainmg unbilled compensation The Organization 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 thts Agreement IV. Relationship of Parties: The Organization represents that it is skilled m the matters addressed �n the Scope of Work and is performing independent functions and responsibiltties wrthin rts field of expertise The Organization and rts personnel are independent contractors and not employees of the City The Organization and its personnel have no authority to bmd the City or to control the Crty's employees and other contractors None of the benefits provided by the City to its employees, tncludmg, but not limited to, compensation, insurance, and unemployment msurance are available from the City to the employees, agents, representatives, or sub- consultants of the Organization Organization will be solely and entirely responsible for its acts Bremerton/Bremerton Symphony Page 1 of 4 and for the acts of the Organization's agents, employees, representatives and sub-consultants during the performance of this Agreement The Crty may, durmg the term of this Agreement, engage other mdependent contractors to perform the same or similar work As an mdependent contractor, the Organization is responsible for its own management The Crty's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Organizatton or rts personnel As an mdependent contractor, Organization is respons�ble for payment of all taxes and licensmg fees necessary to perform its obligations under this Agreement These taxes and fees mclude but are not limited to State industrial insurance, Business & Occupat�on, State professional licensing, and Crty business licensmg If any taxes or fees due the Crty have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arlsing from the delmquency, from any payments due Organization V. Indemnification: Organizat�on shall defend, mdemnify and hold the Crty, rts officers, officials, employees, agents and volunteers harmless from any and all claims, in�uries, damages, losses or suits, mcluding all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portton of the in�uries and damages caused by the Crty'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 sect�on shall survive the expiration or termination of this Agreement VI. Insurance: Prior to and durmg the performance of the work covered by this Agreement, Organization shall provide the Risk Manager for the City with ev�dence that it has obtamed and mamtams 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 Organization organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Organizatton shall also prov�de evidence that rt has obtamed products liabilrty and liquor liability insurance of at least $500,000 00 per occurrence, for each event The City shall be named as additional insured and it shall be an affirmative obligation upon Organization to advise the Crty's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn Risk Management, 345 6`" Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement The Organization's msurance shall be primary and non-contributory insurance as respects the Crty and shall contain a waiver of subrogation against the Crty for claims arising out of any operations, liabilrties and obligations to which coverage applies Bremerton/Bremerton Symphony Page 2 of 4 VII. General Conditions: A Reports and Information When requested by the City, Organization shall furnish periodic reports and documents on matters covered by this Agreement The reports and documents shall be furnished m the time and form requested Organization shall mamtain accountmg records in accordance wrth Generally Accepted Accounting Prmciples (GAAP) to substantiate all billed amounts B Work Performed at Or�anization's Risk Organization 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 Organization's own risk, and Organization shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use m connection with the work C Place of Work The Organization shall perform the work authorized under this Agreement at its offices in Bremerton, Washington Any necessary meetmgs with the City staff shall take place at the City's offices, or at locations mutually agreed upon by the parties D Entire A�reement This Agreement and rts Exhibrts constrtutes 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 m the text of this Agreement E Severabilrtv Should any part of this Agreement be found void, the balance of the Agreement shall remain m full force and effect F Modification This Agreement may only be modified by written mstrument signed by both Parties G Wr�tten 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 Organization Address Crty Clerk Gena Wales 345 6 Street, Surte 600 P O Box 996 Bremerton, WA 98337 Bremerton, WA 98337 H Waiver Failure to enforce any prov�sion of this Agreement shall not be deemed a waiver of that provision Waiver of any right or power arismg 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 msist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred m one or Bremerton/Bremerton Symphony Page 3 of 4 more instances shall not be construed to be a waiver or relmquishment of said covenants, agreements or opttons, and the same shall be and remain m full force and effect J Compliance with Laws Organization shall comply with all applicable Federal, State, and local laws in performing rts obligations under this Agreement K Cho�ce of Law and Venue This Agreement shall be mterpreted accordmg to the laws of the State of Washmgton Any Judicial action to resolve disputes arismg out of this Agreement shall be brought �n Krtsap County Superior Court L Attornevs' Fees In the event of litigation to enforce any of the terms or provisions herem, each party shall pay all its own costs and attorney's fees M Assi�nment Any assignment of this agreement by the Organization wrthout the written consent of the Crty shall be void VIII. Nondiscrimmation: Organization shall not discrimmate m employment or services to the public on the basis of race, color, national origin, sex, rel�gion, age, marital status, sexual orientation or disability, except for employment actions based on bona fide occupational qualification IX. Terminahon: This Agreement may be terminated by either party for conven�ence upon thirty (30) days written notice to the other party, or for cause if erther party fails substantially to perform through no fault of the other and does not commence correction withm five (5) days of written notice and d�ligently completes the correction thereafter Upon such termmation, City will be entitled to reports showing the status of all services Organization is providmg to the Crty as of the effective date of termmation 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 Patty ent its Mayor Date 2 — ( O — BREMERTON SYMPHONY BY � its l Date Approved as to form Br merton C�ty Attorncy R\Fmance\C�ty C mm�l.odging Ta�c\LodgmgTvcConUactForm doc � . .� . ./�� -- _ BremertonBremerton Symphony Page 4 of 4 City of Bremerton Lodging Tax Grant Exhibit A Scope of Work Awarded $11,000 •$8,000 — Conductor's Circle 62 tickets per concert to be distnbuted outside of Kitsap County •$3,000 — Marketing and Advertismg Season brochure and postcard pnnting