HomeMy WebLinkAbout1 - Original Submission_ Roxy Theatre Foundation - West Sound Film Festival - Tourism Promotion SerBremerton/Year (2022) Lodging Tax Awardee (Roxy Bremerton)
Rev. 11/2021 Page 1 of 6
TOURISM PROMOTION SERVICES AGREEMENT
ROXY BREMERTON– WESTSOUND FILM FESTIVAL
The City of Bremerton (“City”) and Roxy Bremerton (“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, 2022 and shall continue in full force
and effect until December 31, 2022 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 and zero cents
($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.
A. Payment will be released when the following has been fulfilled:
I. The Organization shall submit monthly billing invoices, by the 15th of the month
following the end of the month or quarter in which services were performed, detailing
how activities and services performed by the Organization during the preceding month
have specifically promoted tourism in the City of Bremerton including measurable
results.
II. The Organization will provide proof of insurance, agree to the use of Automated
Clearing House (ACH) Direct Deposit, a signed W-9, and current City Business
license.
B. 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. Sample of a conforming invoices and support is provided in
Exhibit B.
I. 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 10th, 2023 after the expiration of this Agreement may result
in the forfeiture of remaining unbilled compensation.
C. 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.
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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
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 $1,000,000.00 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 $1,000,000.00 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
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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.
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 per Exhibit B. 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.
Contracts Administrator Organization Address
City of Bremerton Roxy Bremerton
345 6th Street, Suite 100 _423 Pacific Ave STE 402 __
Bremerton, WA 98337 _Bremerton, WA 98337-1948_____
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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.
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. Equal Employment Opportunity Statement: In the hiring of employees for the
performance of work under this Agreement, the Consultant, its subcontractors, or any person
acting on behalf of Consultant shall not discriminate in any employment practice on the basis of
age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status,
military status, or the presence of any physical, mental or sensory disability.
IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability
in programs and activities, which it operates pursuant to the requirements of the Americans with
Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment
and admission to participation in the programs, services and activities of the City of
Bremerton. Reasonable accommodation for employees or applicants for employment will be
provided.
X. 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.
XI. Termination of Other Contracts. This Agreement shall supersede all prior Agreements
between the parties relating to the use of Hotel/Motel Tax.
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CITY OF BREMERTON Roxy Bremerton
_______________________ _______________________
By: Greg Wheeler By:
its: Mayor its:
Date:____________________ Date:____________________
Approved as to form: Attest:
________________________
City Attorney, Kylie Finnell City Clerk, Angela Hoover
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Correen Haydock Johnson
Secretary
1/5/20221/5/2022
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Rev. 11/2021 Page 6 of 6
EXHIBIT A
Scope of Services
Marketing and operations of the West Sound Film Festival scheduled for August 2022.
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