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TOURISM PROMOTION SERVICES AGREEMENT
Kitsap Admirals
The City of Bremerton ("City") and Kitsap Admirals ("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 the date of execution of this Agreement and
shall continue in full force and effect until December 31, 2016 unless terminated earlier pursuant
to Section IX of this Agreement.
rri. Compensation: In 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 a billing invoice detailing how activities and services
performed by the Organization 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`h 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.
IV. 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-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
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�I .
performance of this Agreement. The City may, during 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 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 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 City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnification.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY LINDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WANER
OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE
PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE
THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
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 occunence. ln 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'h 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.
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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.
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 Organization'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 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 A�,reement: 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. Severability: 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 Ashley Robinson . � _
345 6`h Street, Suite 600 865 6th Street, #350 �
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.
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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
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. Assignment: 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 HoteUMotel Tax.
CITY OF BREMERTON KITSAP ADMIRALS
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Ap roved as to fo . A est:
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Bremerton ity ttorney City Clerk
Bremerton/Kitsap Admirals
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EXHIBIT A
Scope of Services
• TV Comcast marketing
• County Wide Flight Dance Workshop
• Marketing abroad - giveaways on China tour
� Social Media
• Print Media
• Moving/Traveling advertisement
Bremerton/Kitsap Admirals