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HomeMy WebLinkAbout5448Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 5448 KITSAP CO. HISTORICAL SOCIETY & MUSEUM Tourism Promotion Services Agreement City Clerk LEG 12-1 1/1/2015 12/31/2015 1/1/2016 2016 Comments: TOURISM PROMOTION SERVICES AGRE�MENT Kitsap Co Historical Society & Museum The City of Bremerton ("City") and Kitsap Co. Historical Society Museum ("Organization"), referred to collectively as the "Parties," enter into the following Agreement for Tourism Promotion services: I. Scope: The Organization 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 Organization shall provide to the City a work plan attached hereto as Exhibit A setting forth its goals and objectives for successful tourism promotion. II. Term: This agreement shall commence on January 1, 2015 and shall continue in full force and effect until December 31, 2015 unless terminated earlier pursuant to Section IX of this Agreement. 11I. Compensation: ln consideration of the services provided pursuant to this Agreement City shall pay the Organization an amount not to exceed twelve thousand dollars ($12,000.00) for Tourism Promotion services. However, funding for this Agreement is subject to the actual Hotel/Motel Tax funds received by the City. If Hotel/Motel Tax receipts are lower than budgeted funding may be decreased. The Organization shall submit monthly billing invoices, by the 15` of the month, detailing how activities and services performed by the Organization during the preceding month have specifically promoted tourism in the City of Bremerton including measurable results. Upon receipt of a conforming billing invoice, the City shall promptly process payment. If a billing invoice does not conform to this Agreement, the City may withhold payment until the invoice is brought into compliance. Such withholding does not relieve the Organization of its obligations under this Agreement. Failure by the Organization to submit all conforming billing invoices by January 15` after the expiration of this Agreement may result in the forfeiture of remaining 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. N. Relationship of Parties: The Organization represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. The Organization and its personnel are independent contractors and not employees of the City. The Organization and its personnel have no authority to bind the City or to control the City'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- Bremerton/Kitsap Co Historical Society & Museum Page 1 of 4 consultants of the Organization. Organization will be solely and entirely responsible for its acts and for the acts of the Organization'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 perforni the same or similar work. As an independent contractor, the Organization is responsible for its own management. The City's administratiou and enforcement of this Agreement shall not be deemed an exercise of managerial control over Organization or its personnel. As an independent contractor, Organization 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 Organization. V. Indemnification: Organization shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers hani�less from any and all claims, injuries, 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, Organization 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 Organization organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Organization 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 it shall be an affirmative obligation upon Organization to advise the City'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 insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. Bremerton/Kitsap Co Historical Society & Museum Page 2 of 4 VII. General Conditions: A. Reports and I�lforn�ation: 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 in the time and fonn requested. Organization shall maintain accounting records in accordance with Generally Accepted Accounting Principles (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. Al] 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 in 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 meetings 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 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 lst class mail, or by personal service, and shall be deemed suffciently 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 City Clerk Patricia Drolet 345 6`" Street, Suite 600 280 Fourth Street 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 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 Bremerton/Kitsap Co Historical Society & Museum Page 3 of 4 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: Organization 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 judicial action to resolve disputes arising 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. Assi n� Any assignment of this agreement by the Organization without the written consent of the City shall be void. VIII. Nondiscrimination: Organization 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 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 Organization 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 : Date: r3 // 3 KITSAP CO HISTORICAL SOCIETY & MUSEUM �C�1 �y.�— �� By: �' � �oc.yni lV�r�L 1tS: 1N?E 12 / �ia, Ex E G✓T/ 1/� (�/ rtZ�C7�3i2. Date: 3��o�zo � s' Approved as to arm: � � Bremert n C' y orney R:\LegalU..egal\Contracts\FIN ANC E\Lodgi ngTaxContractForm.doc st: � ity Clerk Bremerton/Kitsap Co Historical Society & Museum Page 4 of 4 `�' .- - "�� �1 ;�: ; Scope of Services A local graphic artist will design flyers, brochures, rack card and advertisements. We will work with other local venues and the Bremerton Arts & Attractions Council to cost share promotional materials. Paid advertising for a billboard for the Kitsap Antique Show. Ads in Discover Kitsap, Source Map, RSVP U.S. Military Memorial Guide & Map, Northwest Adventure Map, West Sound guide and Salute (for Armed Forces Day). Cost per paper and color copies to print in-house flyers and brochures. Materials will be distributed throughout the city to local businesses, public libraries, Visitors Bureau, Chamber of Commerce, retirement centers and school districts, civic organizations (Rotary, Kiwanis, and Lions). We will provide monthly statistics based on visitor survey data, Google Analytics and Facebook metrics, as well as numbers who attend the Museum, Kitsap Antique Show and Kitsap County Fair (at our Heritage Building exhibit).