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HomeMy WebLinkAbout5780TOURISM PROMOTION SERVICES AGREEMENT Kitsap Harbor Festival The City of Bremerton ("City") and Kitsap Entrepreneurial Center ("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. The event(s) promoted by Organization must occur within the agreement Term, unless otherwise agreed to in writing by the City. II. Term: This agreement shall commence on January 1, 2018 and shall continue in full force and effect until December 31, 2018 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 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 I x' 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/KEC 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. 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 60' Street, Suite 400, 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 noncontributory 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/KEC 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 Orizanization'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 Iisted 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 Holly James 345 e Street, Suite 100 1425 Marlow Avenue 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. L 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/KEC 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 By: red; Wheeler its: Mayor Date: Bremerton/KEC Page 4 of 4 Un A est: City Clerk EXHIBIT A Scope of Services o Advertise collaboratively with other entities for multi -layer marketing (nationally, state, regionally, and locally). • Event planners. • Bring in top notch entertainment. • Support historic ships, expand children's zone, and premium festival draws. • Heavy emphasis on boosting electronic media such as festival sites, social media sites, google and Facebook social media paid advertising. • Print and distribute posters and brochures on Washington State Ferries. • Paid advertising in regional magazines, billboards, and local Kitsap County papers. • Continue to champion events in Washington promoting the City of Bremerton • Event date May 261h & 27th 2018 ACO V CERTIFICATE OF LIABILITY INSURANCE DATE(1YYYY) 01/17/201817/20712o1a 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(les) must have ADDITIONAL INSURED provisions or 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: Derek Floor Callis 8 Associates, Inc. PHONE (360)452-2314(360)452-1701 A1C No Exit: A1C, No): ADDRESS: derekEDcallisinsurance.Com 806 SO Vine St INSURER(S) AFFORDING COVERAGE NAIC A INSURER A: Philadelphia Insurance Company Port Angeles WA 98362 INSURED INSURER 6 : Kitsap Entrepreneurial Center INSURER C: 1425 Marlow Ave INSURER 0: INSURER E: Bremerton WA 98310-4464 INSURER F: COVERAGES CERTIFICATE NUMBER: CL1811703997 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. INSR LTR TYPE OF INSURANCE10 AIJUL INSO WVD POLICY NUMBER POLICY EFF MMIODNYYY POLICY EXP MMIDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1.000, CLAIMS -MADE � OCCUR PREMIStS(EoccTurrence S 100'000 MED EXP (Any one person) S 0 PERSONAL 8 ADV INJURY S 1.000,000 A Y Y EV25802 05/2312018 05129/2018 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 3,000,000 x POLICY ❑JET F-1 LOC PRODUCTS - COMPIOP AGG S 3.000,000 S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S Ea accident) BODILY INJURY (Per person) S ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) S HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE S Per accident S UMBRELLALUlB OCCUR EACH OCCURRENCE 5 EXCESS LIAR CLAIMS -MADE AGGREGATE s DED RETENTION 5 S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN PER OTH- STATUTE I I ER E.L. EACH ACCIDENT S ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? NIA A E.L. DISEASE - EA EMPLOYEE S (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS below HICLES (ACORD 107, Additional Remarks Schedule, may be attached it' more space is required) DESCRIPTION OF OPERATIONS I LOCVehe, Certificate holder is additional ins required by written contract, perform PI -AS -010. Refer to policy(s) for all applicable terms, conditions, exclusions, anments. Evidence Only. CERTIFICATE HOLDER CANCFLI_ATIAN 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE -WI } L BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. 345 6th St AUTHORIZED. -. RESENTATIVE Al/(Xl� Ste soo Bremerton WA 98337 1 4 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD PI -AS -010 (04/2004) THIS ENDORSEMENT CHANGES IHE POLICY. PLEASE DEAD IT CAREFULLY ADDITIONAL INSURED: OWNERS AND I OR LESSORS OF PREMISES, LESSORS OF LEASED EQUIPMENT, SPONSORS OR CO -PROMOTERS This endorsement modes insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This policy is amended to include as an additional Insured any person or organization of the types designated below, but only with respect to liability arising out of your operations: Owners and I or lessors of the premises leased, rented, or loaned to you, subject to the following additional exclusions: a. This insurance applies only to an "occurrence" which takes place while you are a tenant in the premises: b. This insurance does not apply to "bodily Injury" or "property damage" resulting from structural afterations, new construction or demolition operations performed by or on behalf of the owner and ! or lessor of the premises; c. This insurance does not apply to liability of the owners and I or lessors for °bodily injury" or "property damage" arising out of any design defect or structural maintenance of the premises or loss caused by a premises defect. With respect to any additional insured included under this policy, this insurance does not apply to the sole negligence of such additional insured. 2. Lessor of Leased Equipment, but only with respect to liability for "bodily injury. "property damage" or "personal and advertising injury caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s) subject to the following additional exclusions: a. This insurance does not apply to any `occurrence" which takes place after the equipment lease expires. 3. Sponsors 4. Co -Promoters Page I of I