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HomeMy WebLinkAbout5653 W-yht X03 TOURISM PROMOTION SERVICES AGREEMENT Washington State Science& Engineering Fair(WSSEF) 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 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 Twenty Thousand Dollars ($20,000.00) 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 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 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 Bremerton/WSSEF Page 1 of 4 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 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/W SSEF 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 Caroline M Stein 345 6th 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. Bremerton/WSSEF 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. 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 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 WSSEF AKJ By: P ,n- Len By: m\viN- lel.S`CP.\r� its: or itsj`S� Date: 02 —07-- 20/7 Date:gip, c .\\r1\-\11 Approved as to form: A t: lir Bremerton City •tto City Clerk Bremerton/WSSEF Page 4 of 4 EXHIBIT A Scope of Services 100% City of Bremerton Lodging Tax Funding Specifically Spent Towards: • Marketing promotional activities in Bremerton throughout Washington State • Developing selected marketing materials for printing • Developing additional media materials in print and video formats • Distributing Multi-Mixed-Media Press Releases to more than 269 sources • Attending publicity events in person,display print advertisement&hand-outs • Updating website and other social media • Including Bremerton on WSSEF Facebook and other social media • Researching new electronic forms of marketing the WSSEF and Bremerton • Enticing tourism via direct marketing to schools,businesses,professionals etal • Promoting Bremerton to national professional groups and educational societies • Developing new Regional Fairs to funnel more students directly to WSSEF/Bremerton • Providing support for tourism in Bremerton Bremerton/WSSEF BremSD25 1 Schools Insurance Association of Washington CERTIFICATE OF COVERAGE Issue Date; 08/26/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM OF COVERAGE(MOC)BELOW.THIS CERTIFICATE OF COVERAGE 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 MOC must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the MOC,certain coverage may require an endorsement. A statement on Ihis certificate does not confer rights to the certificate holder to lieu of such endorsement(s). PRODUCER COMPANIES AFFORDING COVERAGE Clear Risk Solutions GENERAL LIABILITY 451 Diamond Drive SIAW/Munich Re Torus Specialty Insurance Company Ephrata,WA 98823 Phone 509-754-2027 Fax 509-754-3406 AUTOMOBILE LIABILITY SIAW/Munich Re Torus Specialty Insurance Company �� ! INSURED PROPERTY Bremerton School District#100-C SIAW/Munich Re,et al. 134 Marion Ave N. Bremerton,WA 98312 CRIME I PUBLIC EMPLOYEE DISHONESTY \� SIAW/Munich Re COVERAGES THIS IS TO CERTIFY THAT THE COVERAGES USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE COVERAGE PERIOD INDICATED,NOT W f[HSTANDING ANY REQUIREMENT,TERM OR CONDITION OF CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE COVERAGE AFFORDED BY THE MOC DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDfTlONS OF SUCH MOC. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF COVERAGE MOC NUMBER MOC EFF MOC EXP DESCRIPTION LIMITS DATE DATE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY SIAW161734012 09/01/2016 09/01/2017 GENERAL AGGREGATE $31,000,000 OCCURRENCE FORM PRODUCT-COMP/OP AGG $31,000,000 PERSONAL&ADV.INJURY $25,000,000 EACH OCCURRENCE $25,000,000 (LIABILITY IS SUBJECT TO A 100,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL PROGRAM AGGREGATE $150,000,000 AUTOMOBILE LIABILITY ANY AUTO SIAW161734012 09/01/2016 09/01/2017 COMBINED SINGLE LIMIT $25,000,000 (LIABILITY IS SUBJECT TO A 100,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL PROGRAM AGGREGATE NONE PROPERTY SIAW161734012 09/01/2016 09/01/2017 ALL RISK PER OCC EXCL EQ&FL $150,000,000 EARTHQUAKE PER OCC $35,000,000 FLOOD PER OCC(Except Fz Aav,"nick a s1MMI$25,000,000 (PROPERTY IS SUBJECT TO A$2.n,000SIR PAYABLE FROM PROGRAM FLINDS) ANNUAL PROGRAM AGGREGATE NONE CRI141E/PUBLIC EMPLOYEE DISHONESTY (CRIME SUBJECT TO A 5250.000 PROGRAM SIR) SIAW161734012 09/01/2016 09/01/2017 PER LOSS $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES I SPECIAL ITEMS Regarding the WA. State Science&Engineering Fair. The City of Bremerton and Kitsap County are named as Additional Insured regarding this event only and is subject to coverage terms,conditions,and exclusions. Additional Insured endorsement is attached. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED COVERAGE BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE PROVISIONS OF THE MOC. CERTIFICATE HOLDER AUTHORIZED REPRESENTATIVE Caroline Stein WA State Science and Engineering Fair /7 / PO Box 2412 Silverdale, WA 98383 ADDITIONAL INSURED ENDORSEMENT THIS ENDORSEMENT MODIFIES COVERAGE PROVIDED UNDER THE FOLLOWING: GENERAL LIABILITY COVERAGE PART How Coverage is Changed It is agreed that the interest of any Additional Insured is recognized as their interests may appear, providing that the certificate of coverage that this is attached to has been issued and is on file with the Company. The Limits of Coverage applicable to the Additional Insured are those specified in either the: 1. Written Contract or written agreement; or 2. Declarations for this memorandum, whichever is less. These Limits of Coverage are inclusive and not in addition to the Limits of Coverage shown in the Declarations. Additional Insured: Caroline Stein WA State Science and Engineering Fair PO Box 2412 Silverdale, WA 98383 Regarding the WA.State Science&Engineering Fair. The City of Bremerton and Kitsap County are named as Additional Insured regarding this event only and is subject to coverage terms,conditions,and exclusions. Additional Insured endorsement is attached. Other terms: All other terms of your MOC remain the same. 3160064