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5344
KITSAP COUNTY HISTORICAL SOCIETY & MUSEUM
Tourism Promotion Services Agreement
City Clerk
LEG 12-1
1/1/2014
12/31/2014
2014
TOURISM PROIVIOTION SERVIC�S AG�ZEElVIENT
Kitsap Co Historical Society Museum
The City of Bremerton ("Crty") and Krtsap Co Histoncal Society Museum
("Orgamzation"), referred to collectively as the "Parties," enter mto the followmg Agreement for
Tourism Promotion services
1. Scope: The Orgamzation shall provide tourism promotion services for the City Tounsm
promotion shall mean activrties and expendrtures designed to mcrease tounsm to the Crty
Tourism promotion activities may mclude, but are not limited to, advertising, publicizmg, or
otherwise distnbutmg mformation for the purpose of attractmg and welcoming tourists to the
City The Orgamzation shall provide to the Crty a work plan attached hereto as Exhibrt A settmg
forth its goals and ob� ectives for successful tounsm 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 Orgamzation an amount not to exceed Eleven Thousand ($11,000 00) for
Tounsm Promotion services However, fundmg for this Agreement is sub�ect to the actual
Hotel/Motel Tax funds received by the City If HoteUMotel Tax receipts are lower than
budgeted fundmg may be decreased
The Orgamzation shall submrt monthly billmg mvoices, by the 15 of the month,
detailmg how activrties and services performed by the Orgamzation durmg the precedmg month
have specifically promoted tourisin in the City of Bremerton mcludmg measurable results Upon
receipt of a conformmg billing mvoice, the City shall promptly process payment If a billmg
invoice does not conform to this Agreement, the City may withhold payment until the invoice is
brought mto compliance Such withholdmg does not relieve the Orgamzation of its obligations
under this Agreement Failure by the Orgamzation to submrt all conformmg billmg mvoices by
January 15 after the expiration of this Agreement may result in the forfeiture of remaming
unbilled compensahon
The Orgamzation 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 Orgamzation represents that it is skilled m the matters
addressed m the Scope of Work and is performmg mdependent functions and responsibilities
withm its field of expertise The Orgamzation and its 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 City's employees and other contractors. �ione of the benefits provided by the
City to its employees, mcludmg, but not limited to, compensation, insurance, and unemployment
insurance are available from the City to the employees, agents, representatives, or sub-
Bremerton/Krtsap Co Historical Society Museum
Page 1 of 4
consultants of the Orgamzation Organizahon will be solely and ent�iely respons�ble for �ts acts
and for the acts of the Organization's agents, employees, representatives and sub-consultants
during the perfonnance of this Agreement The City may, durmg the tenn of this Agreement,
engage other mdependent contractors to perfornl the same or similar work
As an mdependent contractor, the Organization is responsible for its own management
The Crty's admimstration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Organization or its personnel
As an mdependent contractor, Organization is responsible for payrnent of all taxes and
licensmg fees necessary to perform its obligations under this Agreement These taxes and fees
mclude but are not limzted to State mdustrial msurance, Busmess & Occupation, State
professional licensing, and City busmess licensmg If any taxes or fees due the City have been
declared delmquent, the City may withhold the delinquent ainount, plus any additional charges
arising from the delmquency, from any payments due Orgamzation
V. Indemnification: Orgamzation shall defend, indemmfy and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, m�unes, damages,
losses or suits, mcluding all legal costs and attorney fees, ansmg out of or m connection with the
performance of this Agreement, except for that portion of the m�uries 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 mdemmfication
The provisions of this section shall survive the expiration or termmation of tlus
Agreement
VI. Insurance: Prior to durmg the performance of the work covered by this Agreement,
Orgamzation shall provide the Risk Manager for the City with evidence that rt has obtamed and
mamtains m full force and effect dunng the term of this Agreement comprehensive general
liability msurance coverage of at least $500,000 00 per occurrence In the event Organization
organizes, promotes or sponsors an event mvolving the sale or consumption of food or alcoholic
beverages, Organization shall also provide evidence that it has obtamed products liability and
liquor liability msurance of at least $500,000 00 per occurrence, for each event The City shall
be named as additional msured 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 Crty 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
msurance policy set out herem, and failure to do so shall be construed to be a breach of this
Agreement
The Orgamzation's msurance shall be primary and non-contributory msurance as respects
the Crty and shall contam a waiver of subrogation agamst the Crty for claims arismg out of any
operations, liabilrties and obligations to which coverage applies
Bremerton/Kitsap Co Historical Society Museum
Page 2 of 4
Vll. General Condrtions:
A Reports and Infonnation 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 fonn requested Organization shall mamtam accountmg records in
accordance wrth Generally Accepted Accounting Prmciples (GAAP) to substantiate all billed
amounts.
B Work Performed at Or�amzation's R�sk Orgamzation shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and sub-consultants m the
performance of the work hereunder and shall utilize all protection necessary for that purpose
All work shall be done at Orgamzation'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 Orgamzation shall perfonn the work authorized under this Agreement at
its offices m Bremerton, Washmgton 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 Agreement This Agreement and its Exhibits constitutes the ent�re agreement between
the Parties, and the Parties acknowledge that there are no other agreements, wrrtten or oral, that
have not been set forth m the text of this Agreement
E Severabilitv Should any part of this Agreement be found void, the balance of the Agreement
shall remam m full force and effect
F Modification This Agreement may only be modified by written instrument signed by both
Parties
G Written Notices All commumcations regardmg 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 m wntmg
City Address
Crty Clerk
345 6` Street, Suite 600
Bremerton, WA 98337
Organization Address
Patricia Drolet
280 Fourth Street
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 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 herem, or to exercise any option herem conferred m one or
Bremerton/Kitsap Co Historical Society Museum
Page 3 of 4
more mstances shall not be construed to be a waiver or relinquislunent of said covenants,
agreements or options, and the same shall be and remam m full force and effect
J Compliance with Laws Organization shall comply witli all applicable Federal, State, and
local laws m perfomm�g rts obligations under this Agreement
K Choice of Law and Venue This Agreeinent shall be mterpreted accordmg to the laws of the
State of Washmgton Any �udicial action to resolve disputes arising out of this Agreement shall
be brought in Krtsap County Superior Court
L Attorneys' Fees In the event of litigation to enforce any of the tenns or provisions herem,
each party shall pay all its own costs and attorney's fees
M Assig;nment Any assignment of this agreen�ent by the Organization wrthout the wrrtten
consent of the City shall be void
VIII. Nondiscrimination: Organization shall not discnmmate m 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 termmated by either party for convemence 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 withm five (5) days of
written norice and diligently completes the correction thereafter Upon such termmation, City
will be enritled to reports showmg the status of all services Orgamzation is providmg to the City
as of the effective date of termmation
X. Termination of Other Contracts. This Agreement shall supersede all prior Agreements
between the parties relatmg to the use of HoteUMotel Tax
CITY OF BREMERTON
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Bremerton/Krtsap Co Historical Society Museum
Page 4 of 4
Exhibit A
Exhibrts
February "A Woman of Character Rosamond Johnson " Sylvan Library, Bremerton
March "Women's Work, Breakmg the Mould Challenges and Changing Lives of Kitsap
County Women " ��
May "Armed Forces Display "
June "Asian Pacific American Experience"
First Friday Events (mcludes exhibit openmgs with speaker)
Feb 7 Book Signmg Images ofAmeraca Series. Silverdale
March 7 Exhibrt Opemng "Women's Work Breaking the Mold"
Celebrating National Women's History Month
Lecture "Women in the Workplace "
Apri14 Meet Your Museum. "
May 2 Brass Qumtet playmg patnotic songs
June 6 Exhibit Operung "Asian Pacific American Experience "
August 1 Ice Cream Social
September 5. Meet Your Museum
October 3 Accordion players
December 5 A Commumty Holiday Celebration & Music
Special Events (distribution & of promotional materials)
Military Appreciation Day, March 29, County Fairgrounds
Kitsap Antique Show, April 5,6 Kitsap County Fairgrounds
Armed Forces Day, May 17 (FREE admission)
Krtsap Harbor Festival, May 24, 25 Bremerton
Peterson Farm Day, September, Silverdale
Blue Star Museum (FREE to all active military families May 26-Aug 31)
American Alliance of Museums Annual Meetmg, FREE to attendees May 16-22
Heritage Events
Herrtage Buildmg, August, K�tsap County Fa.irgrounds
Kitsap Herrtage Banquet, September 19
Old Mill Town Chrishnas, December 13,14
Eat Your Way through ICrtsap History
Pro�rams (Lectures & Workshops)
March 13.Lecture "Buildmg the Bambridge Island Japanese Amencan Exclusion
Memorial." Clarence Moriwaki
April Lecture " Navy League Speaker
June 12 Lecture "What's in a Name� Puget Sound Place Names " Richard Blumenthal
June National History Day presentations
July 17 Lecture "Canoe Journey 2014 -Return to Bella Bella " Dennis Lewarch,Tribal
History Preservation Officer
Aug 7 Lecture "Aviation History of Kitsap County." Roy Runyon
October Lecture "History of Quilts." Nancy Martm
November Archival Workshop Preserving your textiles & digital photos Research�ng
your homestead
Eat Your Wav Throu�h Krtsap Histor� `
April Bainbridge Island Congregational Church
May Pearson Point house and church
June Nava1 Fuel Depot, Manchester
July Puget Sound Place Names
August. Botarucal Gardens/Carter Point
September Manor Farm Inn
October Royal Valley Farm
Kids Korner (crafts m con�unction v►nth First Fndays open to public)
March 7"Creahng Artwork from a Mold"
Apn14 Make your own Wheat Grass Easter Basket
June 6 Kids Korner Origami
September 5. "Lunch sack mini album "
November 7 "Thanksgivmg Leaves Pro�ect "
December 5 "Snowflalce Christmas Ornament "
Bremerton/Museum Promotion
Member, Bremerton Chamber of Commerce
Member, Downtown Bremerton Association
BKAT member
Bremerton Arts District Museums —rack card
Member, Kitsap Perunsula Visitor Bureau
Member, Waslungton Museum Association
Member, American Association of State & Local History Museums
Member, American Alliance of Museums
Member, Blue Star Museum