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HomeMy WebLinkAbout5832TOURISM PROMOTION SERVICES AGREEMENT Kitsap Pride Festival The City of Bremerton ("City") and Kitsap Pride Network ("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 Five Thousand Dollars ($$5,000.00) 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 quarterly billing invoices detailing how activities and services performed by the Organization during the preceding quarter 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/Kitsap Pride 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. 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 100, 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/Kitsap Pride 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 President 345 6th Street, Suite 100 PO Box 787 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/Kitsap Pride 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. C TY OF BREMERTON By: rea Wheeler its: Mayor Date: Approve s to form: Bremerton r orne Bremerton/Kitsap Pride Page 4 of 4 AP PRIDE NETWORK By: q i(jhqu,i1Q.4' its: J Q Q ic-Lt 015 Date: � - - 0 Q Attest: City Clerk EXHIBIT A Scope of Services Funds awarded will be used to: • Advertising • Marketing and Promotion • Secure a venue for the event X"'�� L� �� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/23/2018 THIS CERTIFICATE IS ISSUED ASA 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 CONTRACTBETWEEN 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 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 POLICYEXP (MM/DD/YYYY) NAME: Victor Thompson(791332F) PHONE FAX 1703 SE Sedgwick Rd Ste 103 (A/C, NO, EXT): 360-602-6999 (A/C, NO): 360-519-3350 E-MAIL Port Orchard WA 98366-9599 ADDRESS: vthompson1@farmersagent.com INSURER(S) AFFORDING COVERAGE NAIC # CLAIMS -MADE [�,ZCCUR INSURED INSURERA: Truck Insurance Exchange 21709 INSURERB: Farmers Insuran change 21652 KITSAP PRIDE NETWORK 532 5TH ST INSURER C: Mid Century su c omp 21687 INSURER D: $ 2,000,000 INSURER E: BREMERTON WA 98337 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS ISTO CERTIFYTHATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTOTHE INSURED NAMEABOVE FORTHE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OFANY CONTRACT OR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BYTHE 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 TYPEOF INSURANCE ADDTL INSD SUBR WVD POLICYNUMBER POLICYEFF (MM/DD/YYYY) POLICYEXP (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000 CLAIMS -MADE [�,ZCCUR DAMAGE TO RENTED PREMISES (Ea Occurrence) $ 2,000,000 MED EXP (Any one person) $ PERSONAL &ADV INJURY $ 2,000,000 A Y N 606638041 11/27/2017 ,'1/27/2018 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY ❑ PROJECT ❑ LOC PRODUCTS - COMP/OPAGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ BO DI LY I NJ U RY (Per person) $ ANY AUTO OWNEDAUTOS SCHEDULED ONLY AUTOS BODILY INJURY (Per accident) $ HIREDAUTOS NON -OWNED ONLY AUTOSONLY PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PER STATUTE OTHER $ ANY PROPRIETOR/PARTNER/ Y/N E.L. EACH ACCIDENT $ EXECUTIVE OFFICER/MEMBER N/A E.L. DISEASE - EA EMPLOYEE EXCLUDED? (Mandatory in NH) E. L. DISEASE -POLICY LIMIT $ Ifyes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 532 5TH ST, BREMERTON, WA 98337 CERTIFICATE HOLDER CANCELLATION CITY OF BREMERTON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 345 6TH ST STE 600 DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ....^...-..t^. ^^^^— AUTHORIZED REPRESENTATIVE r / • ,_Z �/ ACORD 25 (2016/03) @1988-2015 ACORD CORPORATION. All Rights Reserved 31-1769 11-15 The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 60663-80-41 BUSINESSOWNERS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS OR OTHER INTERESTS FROM WHOM LAND HAS BET LEASED This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY SCHEDULE* 1. Designation of Premises (Part Leased to You): 532 STH ST BREMERTON WA 983371400 2. Name of Person or Organization: CITY OF BREMERTON The following is added to Paragraph C. WHO IS AN INSURED in the Businessowners Liability Coverage Form: 4. The person or organization shown in the Sched- ule is also an insured, but only with respect to liability arising out of the ownership, mainte- nance or use of that part of the land leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to a. Any "occurrence" that takes place after you cease to lease that land; or b. Structural alterations, new construction or demolition operations performed by or for the person or organization shown in the Sched- ule. *Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. BP 04 10 01 87 Copyright, Insurance Services Office, Inc., 1985 0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FARMERS INSURANCE 606638041 PRIMARY AND NONCONTRIBUTORY INSURANCE `I"his endorsement modifies insurance provided under the: BUSINESSOW NERS POLICY SCHEDULE Name of Additional Insured Persons(s) or Organization(s): CITY OF BREMERTON 345 6TH ST STE 600 BREMERTON, WA 98337 3100 1st Edition Information required to complete this Schedule, if not shown above, xvill be shown in the Declarations. The following is added to Paragraph H. Other Insurance of the Businessowners Common Policy Conditions and supersedes any provision to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to the additional insured shown in the schedule, provided that: 1. T1ie additional insured shown in the Schedule is a Named Insured under such other insurance; 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured; and 3. Such contract or agreement referenced in Paragraph 2. above was executed prior to the issuance of this endorsement. This endorsement is part of your policy. It supersedes and controls anything to the contrary. It is otherwise subject to all the terms of the policy. 93-7100 1ST EDITION 9-14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. J7100101 PAGE 1 OF 1 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. FARMERS INSURANCE Policy Number: 606638041 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS SCHEDULE Name of Person Or Organization: CITY OF BREMERTON 345 6TH ST STE 600 BREMERTON, WA 98337 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Condition K. Transfer Of Rights Of Recovery Against Others To Us: E0012 2nd Edition 3. We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. This endorsement is part of your policy. It supersedes and controls anything to the contrary. It is otherwise subject to all the terms ofthe policy. 9 1 -0012 2ND EDITION 10.10 Includes cop)right material of Insurance Senices Office, Inc., kith its permission. E0012201 PAGE I OF I 0012 -ED'