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HomeMy WebLinkAbout5646 . &Y iird e; - 0 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 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 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 Bremerton/Kitsap Admirals Page 1 of 4 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 UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER 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 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. Bremerton/Kitsap Admirals Page 2 of 4 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 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 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. Bremerton/Kitsap Admirals Page 3 of 4 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. 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 KITSAP ADMIRALS _AIII#111011 By: Pia Lent l y: ads Ar1-41 r its: or its: •O�.,N Date: O / Date: 179/r 7 Approved as to form: Attest: • Cf Bremerton C 1"orney r City Clerk Bremerton/Kitsap Admirals Page 4 of 4 EXHIBIT A Scope of Services • TV marketing • County Wide Flight Dance Workshop • Marketing abroad- giveaways on China and Japan tour • Social Media • Print Media • Moving/Traveling advertisement • Merchandise Bremerton/Kitsap Admirals Sadler Sports:SODA DATE(MM/DD/YYYY) AORO CERTIFICATE OF LIABILITY INSURANCE 04/13/2016 THIS CERTIFICATE 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:Sports Dept SADLER&COMPANY,INC. PHONE(AI C,No.Ext):800-622-7370 I FAX(A/C,NO:803-256-4017 P.O.BOX 5866 E-MAIL ADDRESS:soda(✓©sadlersports.com COLUMBIA,SOUTH CAROLINA 29250-5866 PRODUCER CUSTOMER 1131: INSURED INSURER(S)AFFORDING COVERAGE NAICI D/B/A SPORTSPLEX OPERATORS AND DEVELOPERS ASSOCIATION INSURER A:SCOTTSDALE INSURANCE COMPANY Kitsap Admirals 2600 Athens Way H2 INSURER B: Bremerton,WA 98311 INSURER C:NATIONAL CASUALTY COMPANT Club#:32160 69k1 INSURER D: COVERAGES CERTIFICATE NUMBER REVISION NUMBER 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. INSD 'TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MMIOD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY X ®COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 O CLAIMS MADE ®OCCUR DAMAGE TO RENTED 0 PREMISES(Ea occurrence) $1,000,000 ❑ KRS0000005911600 05:33PM ET 12:01AM ET MEDICAL EXPENSES $5000 (other than participants) GEN'L AGGREGATE LIMIT APPLIES 03/14/2016 03/14/2017 PERSONAL 8 ADV INJURY $2,000,000 PER: GENERAL AGGREGATE NONE ['POLICY PROJECT LOC AGGPRODUCTS-COMP/OP $2,000,000 ❑OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea Accident) ['ANY AUTO ID ALL OWNED AUTOS BODILY INJURY(Per person) ❑SCHEDULED AUTOS BODILY INJURY(Per ❑HIRED AUTOS accident) fl NON-OWNED AUTOS PROPERTY DAMAGE(Per accident) C ['UMBRELLA LIAR OCCUR EACH OCCURRENCE $3,000,000 ®EXCESSLIAB ❑CLAIMS MADE 05:33PM ET 12:01AM ET ['DEDUCTIBLE XK00000005911800 03/14/2016 03114/2017 AGGREGATE o RETENTION WORKERS COMPENSATION OPER STATUE AND EMPLOYERS'LIABILITY ANY PROPRIETOR/ 0 OTHER PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT OFFICER/MEMBER ❑ NI A EXCLUDED? E.L.DISEASE-EA (Mandatory in NH) EOMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT B PARTICIPANT ACCIDENT n/a n/a nl a EXCESS MEDICAL not covered AD&D not covered DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The General Liability policy,if included above,is part of the ERS Risk Purchasing Group Association,Inc. RE:COVERED Team(s)-Adult-General Liability Basketball-1 Team(s)-[Maximum 20 players per team] Team Names:Kitsap Admirals (Adult Team General Liability Only:$5,000,000 Each Occurrence;$500,000 Legal Liability to Participants(basketball,dodgeball,soccer,lacrosse,inline hockey, street hockey--brain injury provision:$4,000,000 aggregate);Waiver/Release Required) WAIVER OF RIGHT OF RECOVERY:We waiver all tights of recovery when you have agreed to waive your rights when required by a written contract.However,this provision only applies if the written contract was executed prior to the date of the"occurence". The certificate holder is added as an additional insured,but only with respect to the liability arising out of the operations of the insured above. CERTIFICATE HOLDER CANCELLATION RELATIONSHIP: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Sponsor DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE(company A) 'City of Bremerton 345 6th St Bremerton,WA 98337 AUTHORIZED REPRESENTATIVE(company B) s. A1 Coverage is only extended to U.S.events and activities "NOTICE TO TEXAS INSUREDS:The Insurer for the purchasing group may not be subject to all the insurance laws and regulations of the State of Texas. ACORD 25(2014101) ©1988-2014 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Sadler Sports:SODA ISO I Commercial General Liability Forms 101/01/96 POLICY NUMBER:KRS0000005911600 COMMERCIAL GENERAL LIABILITY INSURED:Kitsap Admirals CG 20 11 01 96 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1.Designation of Premises(Part Leased To You): 2.Name of Person or Organization(Additional Insured): City of Bremerton 345 6th St Bremerton,WA 98337 3.Additional Premium:none (If no entry appears above,the information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED(Section II)is amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of the ownership,maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1.Any"occurrence"which takes place after you cease to be a tenant in that premises. 2.Structural alterations,new construction or demolition operations performed by or on behalf of the person or organization shown in the Schedule. Date Added:03/14/2016 05:33:07 PM CG 20 11 01 96 Copyright.Insurance Services Office,Inc.,1994 Sadler Sports:SODA ISO I Commercial General Liability Forms 107/01/04 POLICY NUMBER:KRS0000005911600 COMMERCIAL GENERAL LIABILITY INSURED:Kitsap Admirals CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1.Name of Additional Insured Person(s)or Organizations(s): City of Bremerton 345 6th St Bremerton,WA 98337 (Information required to complete this Schedule,if not shown above,will be shown in the Declarations.) Section II-Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect to liability for"bodily injury","property damage"or"personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: A.In the performance of your ongoing operations;or B.In connection with your premises owned by or rented to you. Date Added:03/14/2016 05:33:07 PM CG 20 26 07 04 ©ISO Properties,Inc.,2004 ©ISO Properties,Inc.