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HomeMy WebLinkAbout5356Contract Number: Vendor: Sub�ect: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 5356 COLLECTIVE VISIONS GALLERY Tourism Promotion Services Agreement Clty Clerk LEG 12-1 1/1/2014 12/31/2014 2015 Comments : TOURISIVI PROMOTION SERVICES AGREEMENT Collective Visions Gallery The C�ty of Bremerton ("City") and Collect�ve Vis�ons Gallery ("Orgamzation"), refened to collectively as the "Part�es," enter mto the followmg Agreement for Tounsm Promotion services I. Scope: The Orgamzat�on shall provide tourism promotion services for the Crty. Tourism promot�on shall mean activities and expend�tures designed to mcrease tourism to the City. Tourism promotion activities may mclude, but are not l�mited to, advertising, publ�cizing, or otherwise distributing mformation for the purpose of attracting and welcoming tour�sts to the City The Orgamzation shall provide to the City a work plan attached hereto as Exhibit A settmg forth its goals and ob�ectives for successful tourism promotion II. Te�m: 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 Sect�on IX of this Agreement III. Compensation: In considerat�on of the services provided pursuant to this Agreement City shall pay the Organization an amount not to exceed Three Thousand Five Hundred ($3,500.00) for Tounsm Promotion services However, funding for this Agreement is sub�ect to the actual Hotel/Motel Tax funds received by the City. If HoteUMotel T� receipts are lower than budgeted fundmg may be decreased The Organization shall submrt a billing mvoice, by the I5�' of the month after the event, detailmg how actrvrties and services performed by the Organizat�on during event have specifically promoted tourism m the City of Bremerton includmg measurable results Upon receipt of a conforming billmg mvo�ce, the C�ty shall promptly process payment If a billmg mvoice does not conform to this Agreement, the City may withhold payment until the mvoice is brought into compliance Such w�thholdmg does not relieve the Orgamzation of its obligations under this Agreement. Failure by the Orgamzation to submit all conformmg billmg mvoices by January 15�' after the expirat�on of this Agreement may result m the forfeiture of remammg 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 this Agreement IV. Relationship of Parties: The Organizat�on represents that it is sk�lled m the matters addressed m the Scope of Work and �s performmg mdependent functions and responsibilrties withm �ts field of expertise The Organization and its personnel are mdependent contractors and not employees of the C�ty The Organizat�on and its personnel have no authority to bmd the Crty or to control the City's employees and other contractors. None of the benefits provided by the Crty to rts employees, mcludmg, but not limited to, compensation, msurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub- Bremerton/Collective Visions Gallery Page 1 of 4 consultants of the Organization Organization will be solely and entirely responsible for �ts acts and for the acts of the Organization's agents, employees, representatives and sub-consultants dunng the performance of this Agreement The City may, during 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 City's admmistration and enforcement of this Agreement shall not be deemed an exercise of managenal control over Orgamzation or rts personnel As an mdependent contractor, Orgamzation is responsible for payment of all taxes and licensing fees necessary to perform its obl�gations under this Agreement These taxes and fees include but are not limrted to State mdustrial insurance, Busmess & Occupat�on, State professional licensing, and City busmess licensmg If any talces or fees due the City have been declared delmquent, the City may withhold the delinquent amount, plus any addrtional charges arismg from the delmquency, from any payments due Organization V. Indemnification: Organization shall defend, mdemmfy and hold the City, its officers, offictals, employees, agents and volunteers harmless from any and all claims, in�unes, damages, losses or surts, mcluding all legal costs and attorney fees, ar�sing out of or m connection with the performance of this Agreement, except for that portion of the mjunes and damages caused by the C�ty'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 provistons of this section shall survive the expiration or termmation of th�s Agreement VI. Insurance: Pnor to and dunng the performance of the work covered by th�s Agreement, Orgamzation shall provide the Risk Manager for the City with evidence that it 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 mvolvmg the sale or consumption of food or alcoholtc beverages, Organizat�on shall also provide evidence that it has obtained products liab�l�ty and liquor liability msurance of at least $500,000 00 per occurrence, for each event The Crty shall be named as addrtional msured and rt shall be an affirmative obl�gation upon Orgamzation to adv�se the City's Risk Manager by fax at (360) 473-5161, or by certified ma�l, return receipt requested to City of Bremerton, attn R�sk Management, 345 6�' Street, Suite 600, Bremerton, WA 98337 withm two days of the cancellat�on, suspension or substantive change of any �nsurance poltcy set out herem, and failure to do so shall be construed to be a breach of this Agreement The Orgamzation's msurance shall be pnmary and non-contnbutory insurance as respects the City and shall contain a waiver of subrogation against the C�ty for claims arising out of any operations, l�ab�lities and obligat�ons to wh�ch coverage applies Bremerton/Collective Visions Gallery Page 2 of 4 VII. General Conditions: A Reports and Information When requested by the Crty, Organization shall furnish penodic reports and documents on matters covered by this Agreement The reports and documents shall be furnished in the time and form requested Organization shall maintam accounting records m accordance wrth Generally Accepted Accounttng Pnnctples (GAAP) to substant�ate all billed amounts B. Work Performed at Organ�zation's R�sk: Organization 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 nsk, and Orgamzation shall be respons�ble for any loss of or damage to matenals, tools, or other articles used or held for use m connection with the work C Place of Work. The Organization shall perform the work authonzed under th�s Agreement at rts offices m Bremerton, Washmgton Any necessary meetings wrth the City staff shall take place at the C�ty's offices, or at locations mutually agreed upon by the parties. D Entire Agreement This Agreement and its Exhibrts constitutes the entire agreement between the Part�es, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the te�ct of th�s Agreement E Severabilitv Should any part of th�s 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 mstrument 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 m this Agreement or such other address as may be hereafter specified m writing City Address Organization Address C�ty Clerk Alan Newberg 345 6�' Street, Suite 600 331 Pacific Avenue Bremerton, WA 98337 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 ansing out of this Agreement shall not be deemed waiver of any other right or power I. Non-Waiver of Breach: T'he failure of the City to insist upon strict performance of any of the covenants and agreements contamed herem, or to exercise any optton herein conferred m one or Bremerton/Collective Visions Gallery Page 3 of 4 more uistances shall not be consirued to be a wa.iver or reluiqwshment of said covenants, agreements or opt�ons, and the same shall be and remain in full force and effect J. Compliance with Laws• Orgaruzat�on shall comply v�nth all applicable Federai, State, and local laws m performing its oblxgat�ons under tlus Agreement K. Choice of Law and Venue This Agreement shall be interpreted accordmg to the laws of the State of Washmgton Any �udicial action to resolve disputes arising out of ttus Agreement shall be brought in Kitsap County Supenor Court. L Attorneys' Fees: In the event of lit�gat�on to enforce any of the terms ar provisions herem, each parly shall pay all its own costs and attorney's fees M Assi ent Any assignment of ttus agreement by the Orgamzation without the wntten consent of the City shall be void VIII. l�ioraaliscrimirea�ion: Orgamzation shall not discnminate m employnnent or services to the publ�c on the basis of race, color, nahonal ongm, sex, religion, age, mantal status, sexual onentafiaon or disability, except for employment actions based on bona fide occupahonal qualificahon IX. �'ernainateon: Tlus Agreement may be termmated by either party for convenience upon tturly (30) days wntten nohce to the other party, or for cause if erther party fails substanhally to perform through no fault of the other and does not commence cosection wrthin five (5) days of wntten notice and dingently completes the correct�on thereafter. Upon such termmahon, Crty unll be enhtled to reports shov�nng the status of all services Organizahon is providmg to the C�ty as of the effect�ve date of termmahon X. Te�aination of Other �o���cts. This Agreement shall supersede alI pnor Agreements between the parhes relatuig to tb.e use of HoteUMotel Tax CITY OF BREMERTON � �� � _ /.�►'li . . . sl1�i�" - I. 1 �. ' i i COLLECTTVE VISIONS GALLERY L� , ,'1_ i � • i : � , ' : � �. : � Approved as to form. emerton City Attorney R iFinance\City ClerklAdmm�i.odgng TaxUU odgmgTaxConhactForm.doc est . � Crty Clerk Bremerton/Collecnve Visions Gallery Page 4 of 4