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HomeMy WebLinkAbout6637 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C TOURISM PROMOTION SERVICES AGREEMENT The City of Bremerton("City") and Puget Sound Navy Museum Foundation dba PSNMF ("Organization"), referred to collectively as the "Parties," enter into the following Agreement for Tourism Promotion services: L 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. IL Term: This agreement shall commence on January 1, 2024 and shall continue in full force and effect until December 31, 2024 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 the attached reporting form for the reimbursement period with measurable results as required by RCW 67.28.1816 (2). 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. L 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, 2025 after the expiration of this Agreement may result in the forfeiture of remaining unbilled compensation. Bremerton/Year (2024) Lodging Tax Awardee Organizational Name (PSNMF) Page 1 of 6 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C 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. 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 Bremerton/Year (2024) Lodging Tax Awardee Organizational Name (PSNMF) Page 2 of 6 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C 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. 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 Puget Sound Navy Museum Foundation 345 6th Street, Suite 100 251 Pt Street Bremerton, WA 98337 Bremerton, WA 98337 Bremerton/Year (2024) Lodging Tax Awardee Organizational Name (PSNMF) Page 3 of 6 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C 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. Bremerton/Year (2024) Lodging Tax Awardee Organizational Name (PSNMF) Page 4 of 6 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C CITY OF BREMERTON PSNMF D,ocuSigned by: ��nn gui ` CDD708057F424... By: Mike Riley By: Gerry Egan its: Finance Director its: Date: 1/29/2024 Date: January 6,2024 Acroved as to form: Attest: ocuSigne y: DocuSigned by: � .cu.l. Ieala S t pLa AG (�LSOIn, u2Acta .t80462... # Kylie Fennell, Bremerton City City Cler , Ang a+Ieover Attorney Stephanie of son Bremerton/Year (2024) Lodging Tax Awardee Organizational Name (PSNMF) Page 5 of 6 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C EXHIBIT A Scope of Services PSNMF will provide marketing for the Bremerton History Museum and events and attract tourism to the City of Bremerton in the following ways: Create a cohesive 2024 message conveying PSNM's identity to the public through a variety of communication forms including print and online media. Bremerton/Year (2024) Lodging Tax Awardee Organizational Name (PSNMF) Page 6 of 6 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C G Affinity Nonprofits Invo ice Affinity Nonprofits Invoice No: 101746919 a division of Affinity Insurance Services Inc Invoice Date: 12/06/2023 2001 K Street,NW, Suite 625 North Washington,DC 20006 Due Date: 02/15/2024 Control#: 1 Send To: Puget Sound Naval Museum Foundation George Bieda 251 First Street Bremerton,WA 98337 Insured Name: Puget Sound Naval Museum Foundation Type of Policy: Directors and Officers Insurance Policy Number: NFP0131720-06 Policy Period: 02/15/2024 To 02/15/2025 Transactions: Policy Comments: Gross Premium $575.00 Surcharges $0.00 Taxes $0.00 Fees $0.00 Policy Admin.Charges $35.00 Total $610.00 Invoice Due $610.00 For questions regarding your policy,please call us at 800-432-7465.We appreciate your business. For billing inquiries,please contact Customer Service at 800-432-7465. FATCA Notice:Please go to Aon.com/FATCA to obtain the appropriate W-9. Please remit this portion with your payment. REMITTANCE Change of Address---Please mark box. Write new address on reverse side. Invoice# 101746919 Insured: Puget Sound Naval Museum Foundation Amount Paid: Policy No: NFP0131720-06 Amount Due: $610.00 USD Due Date: 02/15/2024 Send payment to: Puget Sound Naval Museum Foundation George Bieda Affinity Nonprofits 251 First Street P.O.Box 392077 Bremerton,WA 98337' Pittsburgh, PA 15251-9077 Do not write below this line. DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C Puget Sound Naval Museum Foundation 251 First Street Bremerton,WA 98337 Policy#:NFP0131720-06 Invoice#:101746919 Invoice Due Date:2/15/2024 Invoice Amount Due:$610.00 Billing Information GEORGE HOLDEN PSNMFOUNDATION@GMAIL.COM 251 1st St BREMERTON,WA 98337 Payment Thank you for your payment!You will receive an email confirmation shortly wil This transaction will appear as AFFINITYNPR or AFFINITY NONPROFITS on Reference number:BY0P5BBD6BF3 Response:Approved Amount paid:$610.00 rP V ©Affinity Insurance Services,Inc.! 1/1 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C � 1/4 Arch Insurance Group® ARCH INSURANCE COMPANY (A Missouri Corporation) Home Office Address: Administrative Address: 3100 Broadway Suite 511 One Liberty Plaza, 53rd Floor Kansas City, MO 64111 New York, NY 10006 Tel: (800) 817-3252 ARCH CANOPY POLICY FOR NONPROFIT ORGANIZATIONSSM NOTICE: THE LIABILITY COVERAGE PARTS OF THIS POLICY PROVIDE CLAIMS MADE COVERAGE. EXCEPT AS OTHERWISE PROVIDED, SUCH COVERAGE APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD AND REPORTED TO THE INSURER NO LATER THAN 60 DAYS AFTER THE END OF THE POLICY PERIOD. EACH APPLICABLE LIMIT OF LIABILITY SHALL BE REDUCED, AND MAY BE EXHAUSTED, BY DEFENSE COSTS PAYMENTS. IF ANY LIMIT OF LIABILITY IS EXHAUSTED, THE INSURER SHALL HAVE NO FURTHER LIABILITY FOR THE COVERAGE TO WHICH SUCH LIMIT APPLIES, INCLUDING LIABILITY FOR DEFENSE COSTS. ALL LOSS PAYMENTS, INCLUDING DEFENSE COSTS PAYMENTS, SHALL APPLY TO THE DEDUCTIBLE. NOTICE: A DEFINITION OF CLAIM IS OUTLINED IN EACH COVERAGE PART AND IS CRITICAL TO COVERAGE AFFORDED. PLEASE READ THIS POLICY CAREFULLY. DECLARATIONS Policy No.: NFP0131720-05 Item 1. Named Organization & Address: Puget Sound Naval Museum Foundation 251 First Street Bremerton, WA 98337 Item 2. Policy Period: "� 1046)i)L' C From: 02/15(. 23 d 1 t t/� To: 02/ /2024 7-- 12:01 a.m. local time at the address stated in Item 1 Item 3. Policy Premium: P41` Taxes, Surcharges and other Assessments, if applicable $5 00 Premium Attributable to Terrorism Risk Insurance: $0 Included in Policy Premium I X In Addition to Policy Premium Item 4. Extended Reporting Period (Liability Coverage Parts only): Additional Period: 1 year Additional Premium: 50% of annual premium 05 PCD0303 00 07 10 Page 1 of 4 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C Item 5. Notices to Insurer: Claims or Potential Claims: All Other Notices: Arch insurance Company Affinity Nonprofits Executive Assurance Claims Program Administrator 10909 Mill Valley Road, Suite 210 2001 K Street, NW, Suite 625 North P.U. Box 542033 Washington, DC 20006 Omaha, NE 68154 Phone: 800-432-7465 Phone: 877 688-ARCH (2724) Fax: 800-701-1982 Fax: 866 266-3630 Email: info@affinitynonprofits.com E-mail: Claims@Archlnsurance.com Item 6. Coverage Elections: Only those Coverage Parts, Insuring Agreements, and Options designated with an X are included under this policy. X Liability Coverage Parts Aggregate Limit of Liability Option: $1,000,000 X Defense Costs Outside the Aggregate Limit of Liability Option: Unlimited X) Nonprofit Organization Liability Coverage Part: Limit of Liability: $1,000,000 Insuring Agreement Sublimit of Deductible I Pending and Prior Liability Each Claim ; Litigation Date A. Insured Person Liability $1,000,000 None 02/15/2015 B. Organization Reimbursement $1,000,000 $1,000 02/15/2015 4 � C. Organization Liability $1,000,000 $1,000 02/15/2015 D. Derivative Demands $250,000 None 02/15/20 5 E. Crisis Management Costs for a Network Security Breach or $250,000 None 02/15/2015 Privacy Violation Extension Sublimit of Liability Excess Benefit Transaction Excise Tax $250,000 X Defense Costs Outside the Limit of Unlimited Liability Option 05 PCD0303 00 07 10 Page 2 of 4 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C I X Employment Practices Liability Coverage Part: Limit of Liability: $1,000,000 Insuring Agreement Sublimit of Deductible Pending and Prior Liability Each Claim Litigation Date A. Employment Practices Liability $1,000,000 $1,000 02/15/2015 B. Third Party Liability $1,000,000 $1,000 02/15/2015 X I Defense Costs Outside the Limit of Liability Option Unlimited i Fiduciary Liability Coverage Part: Limit of Liability Deductible Each Claim Pending and Prior Litigation Date $250,000 $0 02/15/2015 Defense Costs Outside the Limit of -- Liability Option -7-7 Crime Coverage Part; Insuring Agreement Limit of Liability Deductible Options A. Employee Theft Loss Sustained or I B. Customer Property Loss Discovered C. Inside the Premises (If neither box above is I D. Outside the Premises designated with an X. this Policy shall be issued on a Loss E. Forgery or Alteration Sustained basis) F. Computer Fraud or Fraudulent Transfer Investigation Costs Instructions Coverage— Sublimit of Liability: n G. Currency Fraud 05 PCD0303 00 07 10 Page 3 of 4 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C j Kidnap, Ransom & Extortion Coverage Part: Insuring Agreement Limit of Liability Deductible Options A. Kidnap, Ransom & Extortion F. Repatriation Costs B. Custody Coverage— Limit of C. Claims Costs Liability: D. Response Costs Deductible: 1. R&R Sublimit G. Recall Costs E. Personal Injury Benefits Coverage— 1. Death: Limit of 2. Mutilation: Liability: 3. Other Injury: Deductible: Item 7. Endorsements: See attached schedule of endorsements and notices. 05 PCD0303 00 07 10 Page 4 of 4 DocuSign Envelope ID: BF26CF7C-A584-4376-B412-466F998AEE7C In surance Signature Page IN WITNESS WHEREOF, Arch Insurance Company has caused this policy to be executed and attested, LJohn Mentz /4,s f President Patrick K. Nails Secretary 05 ML0002 00 12 14 Page 1 of 1