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HomeMy WebLinkAbout5640 &)/11Yed- Lic TOURISM PROMOTION SERVICES AGREEMENT Peninsula Film Festival The City of Bremerton ("City") and Peninsula Film Festival ("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 1,2017 and shall continue in full force and effect until December 31, 2017 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 Fifteen Thousand dollars ($15,000.00) 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 15th 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 Bremerton/Peninsula Film Festival Page 1 of 4 r 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. 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 6th 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/Peninsula Film Festival 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 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 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. 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 1st 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 Scott Capestany 345 6th Street, Suite 600 258 4th 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 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. Bremerton/Peninsula Film Festival Page 3 of 4 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 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 Peninsula Film Festival 4 41.1 By: Pa ent By: its: Mayor its: Date: O(—/g— 7,0 I Date: Approved as to form: Attest: r(4. x;c Bremerton Ci► A ,rney City Clerk Bremerton/Peninsula Film Festival Page 4 of 4 Y 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 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 Peninsula Film Festive 69 ' ,,t,/ , ' By: P: ..f .t By: TAFJEOSFP/Mili its: Mayor i A t //' ,, Date: Of-1 f $O(7 Date: I ®M' Approved as to form: AfrititAAs Bremerton Ci� • ..'mey City Clerk Bremerton/Peninsula Film Festival Page 4 of 4 . . .. . . . < ,,,iri,.:..,:f.-,:',:.-'..-..L .;• :. , : § § § § ii 00 di - Lr) R to 114-5 0 16 ....... N. I .0 w C e • , —16,. Li- II CU 10 L.: icA _ .a.... ..e •. c. .,,• Lfi •••••4, evil 0 ' W -IP r.i. , . tila L. R ... 0 L 16— *;,,,r. -ou ' •II, • E al II 71 iti Il.s. E 0 rvi -- I... ..II .. -5 .. c , , f= -, , „. ILI laiript : I„„ .., .L.-. 0 A ,,,• 1. : 0 J )1/4 iller ..?..."',.: 1:2 ? Lar44' 0 ''''.07, 4= id:H aladi 0 Sli U 1 "V t— u:. E lt...1 in Q 8 B 3 .... .- o'.. ILt. ,_ c:1 P_., E (Ii . ...... ...- pi 1.5 I:5 ..„,,, ...., ..... ic, I rii 0, 14 CX 47 la .711 .9i• 'V C '' Ii.d 'g.,..,1 ti Lim! Eiti Alik S kli 6 C '..•7.i. {4--: cu i it 0 ..) ,....„ :7 u , Le) ,.. ,. , E ti, ig , 1.,... . -.... ti. E f ..E_ _- I !-% a LL ,f--- ai Li 4.-.: gi. Q- ",:z 8 .c u r... -__ cp... ..... 0 ,-- c _T. x .4..... cv — di 1 ": , ' = • 4/— Li— 12 .". CI 4•••', 110 0 4... c 40 P i .- f: ,,,M If) 1, ,i2) 1 ..art 3 gr .4. la "t1 111113. - ,..... ii=r 4. - • 4. ir'ar' MN C '.:7*° Lk. f._ ..... ir••••• =it, ,, CI 16"." . '42., •qi• iiii) til ; 1 0 .4L'". Ill - 4" Zj ''' '' ill) -1-- 2 •ile. c „....1 0 . "•,•,,,, CI ID '8 •a 6 cp b 0 _ "...., ,.... . ...... ri, ,.., > •s_:. t-z: lc ACCORD DATE(MM/DD/YYYY) . ., CERTIFICATE OF LIABILITY INSURANCE 01/09/2016 THIS CEi3TIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Kent Hamilton PHONE I FAX Front Row Insurance Brokers, LLC. (A/C,No,Ext): 424-529-6700 I (A/C,No): 424-529-67013 14156 Magnolia Blvd,Suite 200 E-MAIL Sherman Oaks,CA. 91423 ADDRESS: kent@frontrowinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Hiscox Insurance Company,Inc 10200 XVIII Entertainment LLC INSURER B: State National Insurance Company,Inc 12831 1619 S.Victory Blvd. INSURER C: Glendale,CA,91201 INSURER D: � �\ ecfr' t INSURER E: \Q/ COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS ADDL SUBR POLICY POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD NUMBER (MM/DD/YY) (MM/DD/YY) LIMITS A GENERAL LIABILITY Y N USUEN2 01/15/16 01/15/17 EACH OCCURENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY 717680.1 FIRE DAMAGE(An 6 y one fire) $1,000,000 'X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 X POLICY PROJECT LOC A AUTOMOBILE LIABILITY Y N USUEN2 01/15/16 01/15/17 COMBINED SINGLE LIMIT $1,000,000 717680.1 (Ea accident) ANY AUTO 6 BODILY INJURY(Per Person) _ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per Accident) X HIRED AUTOS X NON OWNED PROPERTY DAMAGE(Per accident) AUTOS AGG $ A COMMERCIAL UMBRELLA Y N USUEN27 01/15/16 01/15/17 EACH OCCURENCE $1,000,000 1768016 GENERAL AGGREGATE $1,000,000 B WORKERS'COMPENSATION N HSW271 01/15/16 01/15/17 X WCSTATUT- OTHER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 3914.16 ORY LIMITS OFFICE/MEMBER EXCLUDED? I Y E.L.EACH ACCIDENT $1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A ENTERTAINMENT PACKAGE n/a N USUEN2 01/15/16 01/15/17 Miscellaneous Equipment $1,000,000 Limit 717680.1 $3,500 Ded. 6 $1,000,000 Limit Props,Sets&Wardrobe $3,000 Ded, 3rd Party Property Damage $1,000,000 Limit $2,500 Ded. $1,000,000 Limit Ded: 10%of loss, Hired Auto Physical Damage $2,500 min/ $7,500 max DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS: The certificate holder is included as additional insured and/or loss payee as their interest may appear,but only as respects Liability arising out of the operations of the named insured. Excludes filming exposures related to stunts and hazardous activities,unless declared and approved. CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: CANCELLATION SHOULD ANY OF THE POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE CITY OF BREMERTON ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE Attn: Risk Management HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO ONBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES 345 6th Street Suite 600 AUTHORIZED REPRESENTATIVE Bremerton, WA 98337 Gt ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD HI SCOX Hiscox Insurance Company Inc. Policy Number: US UEN 2717680.16 Named Insured: XVIII Entertainment, LLC Endorsement Number: 6 Endorsement Effective: 1-12-16 Additional Premium Included Blanket Additional Insured Endorsement In consideration of the additional premium charged as stated above and on the understanding that all other terms, conditions and exclusions remain unchanged, it is agreed that this endorsement modifies only the terms and conditions of the Commercial General Liability Coverage Section. Name of Person or Organization (Additional Insured) CITY OF BREMERTON Attn: Risk Management 345 6th Street Suite 600 Bremerton,WA 98337 I. It is agreed that under WHO IS COVERED any person or organization from whom you lease a premises, and with whom you have agreed through a written or oral contract to provide insurance as is afforded by this Coverage Section,are added as insureds. In the case of oral agreements,the agreement must also be evidenced by a certificate of insurance issued for you by us or on our behalf. However,this insurance applies to such an insured only to the extent: A. of liability arising out of your business operations; B. you would have been entitled to coverage under the Commercial General Liability Coverage Section for the same claim or suit:and C. of liability arising out of the ownership, maintenance or use of that particular part of such premises leased to you. II. It is agreed that under WHO IS COVERED any person or organization from whom you lease equipment or props, sets and wardrobe, and with whom you have agreed through a written or oral contract to provide insurance as is afforded by this Coverage Section, are added as insureds. In the case of oral agreements,the agreement must also be evidenced by a certificate of insurance issued for you by us or on our behalf. However,this insurance applies to such an insured only to the extent: A. of liability arising out of your business operations; B. you would have been entitled to coverage under the Commercial General Liability Coverage Section for the same claim or suit; and C. of liability arising out of the ownership, maintenance or use of that particular part of such premises leased to you. III. It is agreed that under WHO IS COVERED any: A. financial institution or any entity that has a fiduciary interest in your business; B. State, Municipality or other Political Subdivision; C. payroll service; D. advertising agency and/or advertiser; E. distributor; G. record label:or Includes copyrighted material of Insurance Services Office,Inc.,with its permission. EGL E4310 CW(09-12) Page 1 of 2 f$e• HI SCOX Hiscox Insurance Company Inc. H. personal service or loan out corporation while acting within the scope of their duties for you, with whom you have agreed through a written or oral contract to provide insurance as is afforded by this Coverage Section, are added as insureds. In the case of oral agreements,the agreement must also be evidenced by a certificate of insurance issued for you by us or on our behalf. However,this insurance applies to such an insured only to the extent: A. of liability arising out of your business operations; B. you would have been entitled to coverage under the Commercial General Liability Coverage Section for the same claim or suit. The title of the endorsement is solely for ease of reference and forms no part of the terms and conditions of coverage. • Includes copyrighted material of Insurance Services Office,Inc.,with its permission. EGL E4310 CW(09-12) Page 2 of 2