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TOURISM PROMOTION SERVICES AGREEMENT
Washington State Sceence&Engineering Fair(WSSE�
The City of Bremerton ("City") and Washington State Science & Engineering Fair
("Organization"), referred to collectively as the"Parties,"enter into the following Agreement for
Tourism Promotion services:
I. Scope: The Organization shall provide tourism promolion 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 informarion for the purpose of ariracting and welcoming tourists to the Ciri-.
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
sha11 continue in full force and effect until December 31, 2016 unless temunaled earlier pursuant
to Section IX of this Agreement.
III. Compensation: In consideration of the services provided pursuant to this Agreement City
shall pay the Organizarion an amount not to exceed Nineteen Thousand Dollars ($19,000.00) for
Tourism Promotion services. However, funding for this Agreement is subject to the actual
Hotel/Motel Tax funds received by the City. If HoteVMotel Ta� receipts are lower than budgeted
funding may be decreased.
The Organization shall submit an invoice detailing how activities and services performed
by the Organization during the event 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
�vithhold 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 compensaiion is modified
pursuant to this Agreement.
IV. Relationship of Parties: The Organization represents that it is sl:illed in the matters
addressed in the Scope of Work and is performing independ�►t functions and responsibilities
w�thin its field of expertise. The Organization and il:s personnel aze independent contractors and
not employees of the City. The Organizafion and iis 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
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acis of the Organization's agents, employees, representatives and sub-consultants during the
performance of this Agreem�►t. The City may, during the term of this Agreemer►t, 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 imder this Agreem�t. The,se 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. Indemnitication: Organizarion 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 attomey 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 wh� completed shall not be grounds
to avoid any of these covenants of indemnification.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WANER
OF IMMUNITY UNDER INDUSTRIAL 1NSURANCE, 77TLE 51 RCW, SOLELY FOR THE
PURPOSES OF THIS INDEMNIFICATION. THE PARTTES FURTHER ACKNOWLEDGE
THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination ofthis Agreement.
VI. Insurance: Prior to and during the performance of the work covered by this Agreement;
Organization shall provide ihe 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 thai it has obtained products liability and liquor liability
insurance of at least $500,000.00 per occurrence, for each ev�t. The City shall be named as
addirional 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, retum receipt requested to City of
Bremerlon, attn: Risk Management, 345 6�' Street, Suite 600, Bremerton, WA 98337 within two
days of the cancellation, suspension or substantive change of any inswance policy set out herein,
and failure to do so shall be construed io be a breach of this Agreeme�nt.
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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 fumish periodic
reports and documents on matters covered by this Agreement. The reports and documents shall
be fumished in the time and form requested. Organization shall maintain accounting records in
accordance with Generally Accepted Accowiting 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 connection with the work.
C. Place of Work: The Organization sha11 perf'orm 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 AQreement: This Agreement and its Eahibits constitutes the enrire agreement between
the Parties, and the Parties acknowledge that there are no other agreements, written or ora1, thai
have not been set forlh 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 writt� 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 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 Caroline M Stein
345 6"' Street, Suite 600 PO Box 2412
Bremerton,WA 98337 Silverdale,WA 98383
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
cov�ants ar►d 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 Agreem�t.
K. Choice of Law and Venue: This Agrcement shall be interpreted according to the laws of the
State of Washingl.on. Any judicial action to resolve disputes arising out of this Agreement shall
be brought in Kitsap County Superior Court.
L. Attomeys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each
party shall pay all its own costs and attomey's fees.
M. Assi�nment: 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, naiional origin, sex, religion, age, marital status, sexual
orientarion or disability, eacept for employment actions based on bona fide occupational
qualification.
IX. Termination: This Agreement may be terminated by either party for convenience upon
ihirty (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 iermination,City will
be entitled to reports showing the status of all services Organization is providing to the City as of
the effective date of terminaiion.
X. Termination of Other Contracts. This Agreement shall supersede all prior Agreements
between the parties relating to the use of HoteVMotel Tax.
CiTY OF BREMERTON WSSEF
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By: P Lent By: �;��
its: or its: - �
Date: .0,� 03' Date: � ���\ Z.
Approved o form: Attest:
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Bremerton City tto ey City Clerk
Bremerton/W SSEF
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EXHIBIT A
Scope of Services
100% City of Bremerton Lodgin�Tax Funding
Svecificallv Spent Towards:
• Marketing promotional activities in Bremerton throughout Washington Slate
o Dcveloping selected marketing materials for printing
• Developing additional mcdia matcrials in print and video formats
• Distributing Multi-Mi�:ed-Media Press Releases to more than 269 sourccs
• Attending publicity events in person,display print advertisement&hand-outs
• Updating wcbsite and other social media
• Including Bremerton on WSSEF Facebook and other social media
• Researching new clectronic forms of marketing the WSSEF and Bremerlon
• Enticing tourism via direct marketing to schools,businesses,professionals etal
• Promoting Bremerton to national professional goups and educational socielies
• Developing new Regional Fairs to funnel more students direcdy to WSSEFBremerton
• Providing support for tourism in Brcmerton
Bremerton/WSSEF