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HomeMy WebLinkAbout5536 TOURISM PROMOTION SERVICES AGREEMENT Kitsap Entrepreneurial Center The City of Bremerton ("City") and Kitsap Entrepreneurial Center ("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. The Organization shall complete and submit to the City the Lodging Tax Reporting form by the deadline in February of the following year. II. Term: 7'his agreement shall commence on January 1, 2016 and shall continue in full force and effect until December 31, 2016 unless terminated eazlier pursuant to Section IX of this Agreement. � � iIT. Compensation: in consideration of the services provided pursuant to this Agreement City shall pay the Organization an amount not to exceed Ten Thousand�Dollars ($10,000.00) for Tourism Promotion services. However, funding for this Agreement is subject to the actual HoteVMotel Tax funds received by the City. If HoteUMotel Tax receipts are lower than budgeted funding may be decreased. The Organization shall submit a billing invoice, detailing the activiries and services performed by the Organization. Upon receipt of a conforming billing invoice, the City shall promptly process payment. lf 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 confornung 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/KEC 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 perforrn 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 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. 1f 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. Indemnifcation: Organization shall 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 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 Gity'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 $SOO,OQ0.00 per occurrence. In the event Organization organizes, promotes or sponsors an event involving khe 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, atfi: 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 failwe to do so shall be construed to be a breach of this Agreement. The Organization's insurance shall be primary and non-confibutory 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/KEC 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 in the time and form 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. 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 in connecrion 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 offces, or at locations mutually ageed 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 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 City Clerk Holly James 345 6`h Street, Suite 600 1425 Marlow Avenue Bremerton,WA 98337 Bremerton WA 98310 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/KEC Page 3 of 4 EXHIBIT A Scope of Services 1. Advertise collaboratively on City of Bremerton commercials. 2. Print and distribute 10,000+brochures on Washington State Ferries. 3. Paid advertising in regional magazines, billboards,and local Kitsap County papers. 4. Enhanced google and Facebook social media paid advertising. 5. Bring in historic ships,bigger children's zone,and other festival draws. 6. Continue to attend events in Washington promoting the City of Bremerton. 7. Advertise on local radio and N stations. 8. Contract with celebrities to help promote festival. 9. Contract name bands and entertainment. 10. Build events such as Pirates Ball and Historic Vessel Visits. 11. Build new events such as Tugboat races. � 12. Attract International Tug boat conference in Bremerton. Bremerton/KEC Page 5 more instances shali 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. Attomevs' 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 assignment of this agreement by the Organization without the written consent of the City shall be void. VIII. Nondiscriminallon: Organizarion 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 conection 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. Terminallon of Other Contracts. This Agreement shall supersede all prior Agreements between the parties relating to the use of Hotel/Motel Tax. CITY OF BREMERTON KITSAP ENTREPREURIAL CENTER � � By: P ent By: l its: yor its: � Date: ,D/— ?�f—/(� Date: /-- o?�—l� Approve as to form: t: � � Bremerton ttorn y �ty Clerk R:\FinancelCi Clerk cimin�Lodging Tax�Forms\LodgingT�ucContractForm.docx Bremerton/KEC Page 4 of 4 '4�� CERTIFICATE OF LIABILITY INSURANCE °'"�`°°�'°°"""'' 2/24/2016 THIS CERTIFICATE IS ISSUED AS A AAATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFlCATE HOLDER.THIS CERTIFlCATE DOES NOT AFFIRMATNELY OR MEGATNEIY AMETID. EXTEND OR ALTER THE COYERAGE AFFORDED BY THE POUCIES BELOW. THIS CERTIFlCATE OF INSURANCE DOES NOT CONSTITIJTE A CONTRACT BETWEEN THE ISSUING IN8URQ�8), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPOR'I'ANT: If the eeAiflcate holder la an ADDITIOMAL IN3URED.the policy(fes)m�t be endorsed. If SUBROGATION IS WANED�subject to the terms and coridWons of the pollcy,eertaln pollcies may require an endorsemeirt. A statemeM on fhis certlNcate does nat conter righb to the cerdficate holder in Ileu of such endorsemen s. PRODIlCER N AAgelB Ke1� CALLI3 6 A3SOC7AT88, INC. PH�� . (360)452-2314 F ,ta6o�asz-i�oi 806 90 Vine 3t po � angela@caliisinsuranc:e.com INSUR 8 AFFORWNO COVERAOE NAfC 0 Port Angelea WA 98362 iNgurtFRa:Riek Placemeat Servicae - Federal �e�tsur�o �NsunEa e: Ritsap 8ntrepreaeurial Center iNsus�rec: 245 4th Streeti 8uite 204 i�ur�Ro: INSURER E• Brem�arton �1 98337-1801 � F; COVERAOES CERTIFICATE NU�ABER.�1622402542 REVIBtON NUAABER: THI3 IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD IND{CATE0. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT IMTH RESPECT TO WHICH THIS CERTiFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUB.IECT TO ALL THE TERMS. DCCLUSIONS AND COWDITIONS OF SUCH POLICIES.LIAAITS SHOWN MAY HAVE BEEN REDIJCED BY PAID CLAIMS. TYPE OF INSIlRAPfCE ��F ue�s R �������� EACH OCCURRENCE $ 1,000,000 A CtAW1S�AADE R❑OCCUR s 300,000 X Y t1821B273 5/22/2016 5/31/2016 p�p Exp � g S,000 . p�sor+a.g a�y(►�uuRr a 1,000.000 OENL AdGREGATE WNR APPLfE3 PER: GENERAL AGGREGATE S �.000,000 � POUCY❑�� �LOC PRODUC7S-CONPIOP AGfi S 2.000,000 OTHER $ nuToeeo��uae�urr g��a�� s /Wy p�p BODILY INJURY(Par person) f ��018AME0 ��ULEO BODILY INJURY(Per aoei�nt) S HIREO AUTOS �T g�� PRO TY DAMA(iE : s u""e�ue"'^B occuR EACH OCCURREPtCE s �C�� CLAqd18�MADE AGGREGATE S OED N�WN S E N�RKER8 COAIPFJ�ISA110N AND FJNPLOYERS'lJA8tL11Y ANY PROpR1ETORfPARTNERIFXECUTIVE r�N 1 A E.L EACH ACGDENT S OFFlCERlIAEbSBER EXCLUDED7 (Mandatory In NH► , EL 018EASE-EA EMPLOYE S Hye8 Aeaaibe wtder DESCRIPTI OF O RA NS E.L.DISFA4E-POUCY LIM1i E DESCW PTION Of OPERA7101�1 LOCATIONS/VENICLE8�RD/01,A�I Remml�s Sehed�de,may be aOaehed M mae apeeo Is�equNe� 8videac:e Only. Refer to poliey(a) tor a12 applicable terms, conditions, endorsementa aad exclusiona. CertiPioate holder is additional iaeured avhen required by �vritten nontrsct. Refer to poliay(s) for all sppliaable terma, aoaditioae, exoln�ione, and endoraementa. Bvidence Only. CERTIFICATE HOLDER CANCELLATION BHOULD ANY OF THE ABOYE DE8CRI8ED POLICIES BE CANCELLED BEFORE Cl�( of Bremerton � �'1RAT10N DA7E THEREOF, NOTICE WIIL BE DEUVERED IN 345 6th Street Suite 600 ACCORDANCB WRH THE POUCY PROVISIONS. Bremerton, �, 98337 AUTiiOR1�0 pFPRFS�ITATWE Anqela Kemp/AK � - ��<---"'`'-'���7-. �1988-2014 ACORD CORPORATION. AII rEgMs reservad. ACORD 26(2074l01) � The ACORD name a�sd bgo are registered marks of ACORD INS025(zwaml .