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HomeMy WebLinkAbout5466Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 5466 BREMERTON SYMPHONY ASSOCIATION Tourism Promotion Services Agreement City Clerk LEG 12-1 i/i/2o15 12/31/2015 1/1/2016 2016 Comments: TOURISM PROMOTION SERVICE5 AGREEMENT Bremerton Symphony Association The City of Bremerton ("City") and Bremerton Symphony Association ("Organizarion"), referred to collectively as the "Parties," enter into the following Agreement for Tourism Promotion services: I. Scope: The Organization shall provide toiuism promotion services for the City. Tourism promotion shall mean activities and expendihu�es designed to increase totuism to the City. Tol�rism promotion activities may include, but are not limited to, advertising, publicizing, or otherwise distributing information for the ptupose of attracting and welcoming toluists to the City. The Organization shall provide to the Ciry a work plan attached hereto as Exhibit A setting forth its goals and objectives for successful towrism promotion. II. Term: This agreement shall commence on January 1, 2015 and shall continue in fi�il force and effect until December 31, 2015 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 Twelve Thousand ($12,000.00) for Toiu�ism 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 i.nvoices 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, Lu�less the Scope of Work or amount of compensation is modified pursuant to this Agreement. IV. Relationslup 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 a.nd its personnel are independent contractors and not employees of the City. The Organization and its personnel have no authoriry to bind the City or to eontrol 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 in.surance are available from the City to the employees, agents, representatives, or sub- BremertonBremerton Symphony 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, dtuing the term of this Agreement, engage other independent contractors to perform the same or similar work. As an independent contractor, the Organization 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 Organization or its personnel. As an independent contractor, Organization is respousible for payment of all taxes and licensing fees necessary to perform its obligations imder this Agreement. These taxes and fees include but are not limited to State industrial uisurance, 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 sha11 defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attoxney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injtu and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed sha11 not be groiunds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insuranee: 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 mai.ntains in full force and effect dtuing 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 o£ 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-SI61, or by certified mail, rehun receipt requested to City of Bremerton, attn: Risk Management, 345 6` Street, Suite 600, Bremerton, WA 98337 within two days of the canceilation, 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 insluance 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. BremertonlBremerton Symphony Page 2 of 4 VII. General Conditions: A. Renorts and I�iformation: When requested by the City, Organization shall fiu periodic reports and doclunents on matters covered by this Agreement. The reports and documents shall be fiunished iil the time and form requested. Organization shall maintain accounting records in accordance with Generatly Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Worlc 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 perforrnance of the work herelwder 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 oz darnage to materials, tools, or other articles used or held for use in connection with the work. � C. Place of Work: The Organization shall perfoxm 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 mtrtually agreed upon by the parties. D. Entire A�reement: This Agreement and its Exhibiis constihites the entire agreement between the Parties, and the Parties acknowledge that there are no ather 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 fou.nd void, the balance of the Agreement shall remai.n in fiill force and effect. F. Modification: This Agreement may only be modified by written instrument signed by both Parties. . G. Written Notices: All commiuucations 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 i.n writi.ng. City Address Organization Address City Clerk Matthew M. Blegen 345 6` Street, Suite 600 PO Box 996 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 failtue 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/Bremerton Symphony Page 3 of 4 more instances shall not be constnied to be a waiver or relinquishnnent 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. Attorneys' 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. Assignment: Any assigr�ment of this agreernent by the Organization without the written consent of the Ciry 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 fa,ils substantially to perform through no fault of the other and does not commence conrection within five (5) days of written notice and diligently completes the correction thereafter. Upon such ternunation, City will be entitled to reports showing the status of all services Organization is providi.ng to the City as of the effective date of termination. X. Ternnination of Other Contracts. This Agreement shall supersede all prior Agreements between the parties relating to the use of HoteUMotel Tax. CITY OF BREMERTON By: t Lent its: or Date: 03 /G Zo TON SYMPHONY its:� Date: Ap roved as to form: � Bremerto Ci Att ey R:U.egallLegal\ContracB�F➢�TANCEU_odgingTaxContractFarm.doc e t: � Ciry Clerk Breinerton/Bremerton Symphony Page 4 of 4 EXHI�l1° A Scope of Services A. Marketing and Advertising The lodging tax funds will be spent on direct marking expenses, advertising season perFormances with King County and Thurston County, radio broadcasting and newspapers with circulation outside ofK.itsap County to reach new patronage and interest in what's available in Bremerton for the weekends of concerts September through May. Marketing and advertising will be strategic to reach new markets in outlying communities to identify Bremerton as a source of culture and entertainment. B. Conductor's Circle The Bremerton Symphony Association (BSA) has a mission for outreach to underserved communities, bringing classical symphonic music to those without. Most symphonic repertoire is accessible in greater King County. Residents in Allyn-Belfair, Port Ludlow and Gig Harbor (to name a few communities) have Bremerton as a primary destination without a toll or ferry ride. ticket sales have indicated very few of these communities purchase season tickets. The BSA would advance widening its audience with contact with Chambers and civic groups in these cammunities lying directly outside K.itsap County's borders. The request entails sending the conductor, Alan Futterman and other BSA representatives to speak to community groups and underwriting concert tickets to be distributed amongst the attendees. The outcome will widen the popularity of Maestro Futterman and the Symphony and prompt new visitors to make an evening out of Bremerton. Hotel and fine dining brochures will accompany each Conductor's Circle talk.