HomeMy WebLinkAbout000853 Original Contract City of Port Angeles
Record # 000853
AGREEMENT FOR
TOURIST PROMOTION SERVICES
WITHIN THE CITY OF PORT ANGELES
THIS AGREEMENT is entered into this L� day of February, 2015, by and between the
City of Port Angeles, Washington, a municipal corporation, hereinafter called "City", and the
Port Angeles Regional Chamber of Commerce, a non-profit corporation, hereinafter called
"Contractor."
WHEREAS, the City is a municipal corporation of the State of Washington authorized to
contract for tourist promotion services; and,
WHEREAS, it is in the public interest that Port Angeles hotel/motel tax funds be
expended for tourist promotion services within the City of Port Angeles; and,
WHEREAS, pursuant to RCW 67.28.1815, the City is authorized to expend special
excise tax funds for "paying all or any part of the cost of tourism promotion, acquisition of
tourism-related facilities, or operation of tourism-related facilities." "Tourism promotion" is
defined in RCW 67.28.080(6) to include activities and expenditures designed to increase
tourism, including but not limited to advertising, publicizing, or otherwise distributing
information for the purpose of attracting and welcoming tourists, developing strategies to expand
tourism, operating tourism promotion agencies, and funding marketing of special events and
festivals designed to attract tourists; and,
WHEREAS, the Contractor desires to provide tourist promotion services by operating a
promotion agency, advertising, publicizing, and otherwise distributing information for the
purpose of attracting and welcoming tourists to the City of Port Angeles, and marketing special
events and festivals occurring within the City of Port Angeles.
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NOW, THEREFORE, in consideration of the above representations and the mutual
covenants and agreements herein, the parties agree as follows:
1. PERFORMANCE BY THE CONTRACTOR.
A. Tourist Promotion Services.
(1) The Contractor shall create a written strategy and plan to provide tourist
promotion services for and to the City. This plan shall include a strategy to
advertise, publicize, and distribute information for the purpose of attracting and
welcoming tourists to the City. After such strategy and plan are approved by the
City Manager, the Contractor will implement the strategy and plan.
(2) The Contractor shall provide marketing for special events and festivals
occurring within the City.
(3) The Contractor shall provide interpretive displays, audio-visual programs,
or other media designed to promote City tourist attractions.
(4) The Contractor shall recommend to the City goals for 2015 measurable
outcomes that exceed 2014 results. These outcomes shall be provided to the City
in writing not later than February 15, 2015.
B. Record Keeping and Reporting.
The Contractor shall maintain records and report to the City as follows:
(1) The Contractor shall maintain accounts and records that accurately reflect
the revenues and expenses for all services performed under this Agreement.
Contractor shall follow Generally Accepted Accounting Principles for non-profit
agencies in maintenance of its records.
(2) The Contractor shall provide the City with written reports quarterly, fully
describing what work has been performed pursuant to this Contract and its
revenues and expenses for the quarter.
(3) The Contractor shall provide quarterly written reports to the City that include
at least the following:
A. Facts demonstrating how the Contractor's tourism promotion efforts
are increasing the numbers of people traveling to Port Angeles:
(i) Away from their place of residence or business and staying
overnight in paid accommodations;
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(ii) Travelling fifty miles or more one way from their place of
residence or business for the day or staying overnight; or
(iii) From another country or state.
B. Measure and report occupancy rates (percentage) from City of Port
Angeles hotels and lodging establishments.
C. Compare the occupancy rates (percentage) from City of Port Angeles
hotels and lodging establishments to the occupancy rates in other cities
or destinations on the Olympic Peninsula.
D. Identify the types of advertising and promotion that produces the
greatest increase in occupancy rates (percentage) in City of Port
Angeles hotels and lodging establishments.
E. The amount of money spent at Port Angeles area businesses to
perform the activities required pursuant to this Agreement.
F. Measure and report analytics based on web related marketing efforts.
These shall include statistics on visitation of www.portangeles.org
including minimum details such as number of visits, visitor location,
top cities, and top days. Measure and report on regional area
percentage of visitation.
G. Measure and report on social media analytics based on marketing
efforts.
(4) The Chamber of Commerce is required to submit a "Joint Legislative
Audit and Review Committee Report" for 2014 expenditures in accordance with
RCW.67.28.1816 to the Washington State Joint Legislative Audit and Review
Committee (JLARC) no later than March 15, 2015. Details for the 2015 JLARC
report shall be submitted to the City by December 31, 2015.
(5) Audits. Contractor will cooperate with the City by facilitating audits by
the City of Contractor finances every year during the first quarter of the year and
at other times as designated by the City. Contractor will provide all financial
information requested by the City and comply with requirements of the
Washington State Auditor for reporting, disbursements, and legal compliance.
(6) The Contractor's representative, when requested, shall appear before the
City Council to report on the Contractor's activities and planned future activities
pursuant to this agreement and to answer questions.
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(7) To the extent feasible, cooperate on joint efforts with other local entities
such as PADA, PABA, EDC, Visitor's Bureau, Tourism Commission, etc.
(8) The Contractor shall use its best efforts to economize on overhead
expenses to the maximum extent feasible in providing the services to be
performed pursuant to this Contract.
(9) Not later than January 20, 2015, the Contractor shall provide the City with
its 2015 budget, which shows all operations of the Contractor, including the
tourism promotion services required by this Agreement, the allocation of
employee time to the various activities engaged in by the Contractor, and the
current salaries and benefits for all employees and classifications of employees.
The Contractor shall notify the City within 30 days of any increases in salaries or
benefits from the original salaries and benefits provided in the budget. The City
will provide a budget form to be used by the contractor to comply with this
provision.
(10) By March 31, 2015, the Contractor shall identify additional performance
measures that can be used to determine the efficacy and benefits its tourism
promotion activities. The Contractor shall report on these additional performance
measures in the second, third, and fourth quarters of 2015.
2. DURATION OF CONTRACT.
A. The performance of the Contractor shall commence on the 1st day of January,
2015, and shall terminate on December 31, 2015.
3. COMPENSATION AND METHOD OF PAYMENT BY CITY
A. Compensation for Tourist Promotion Activities.
From January 1, 2015 through December 31, 2015, the City shall reimburse
Contractor up to one hundred fifty eight thousand dollars ($158,000) Dollars for
expenses the Contractor incurs to promote tourism within the City. These
activities are more specifically described on Exhibit"A."
In addition to the amounts stated in the preceding paragraph, the City Council
authorized $17,000 that may be expended in 2015 for tourism promotion on
activities, advertising, or events not currently planned. Expenditure of all or any
part of that additional authorization may be directed by the City Manager at any
time in 2015.
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As to expenses incurred by the Contractor that are eligible for reimbursement
under this Agreement, Contractor shall submit monthly invoices to the City, and
City will pay Contractor monthly within 20 days after receipt and approval by the
City Manager or designee of said invoices. However, the City will not reimburse
the Contractor for late fees incurred by it.
B. Covenants.
Contractor covenants and agrees that it will not use monies received from the City
of Port Angeles for any purposes other than those itemized in paragraph A and
above and will not spend the monies for any other purposes whatsoever.
C. Nothing contained in this agreement shall be construed as (1) binding the City to
expend in any one calendar year any sum in excess of appropriations made by the
City in its budget process for the purposes of this agreement for that calendar year
or (2) obligating the City to further expenditure of money in excess of such
appropriations.
4. BREACH.
A. In the event of either party's material breach of the terms or conditions of this
Contract, the non-breaching party reserves the right to withhold payments or
services until corrective action has been taken or completed. However, the party
shall not exercise this right until they have given written notice of such material
breach to the breaching party and ten days have passed since the receipt of such
notice. This option is in addition to and not in lieu of the parties' right to
terminate this Contract or any other right that State law offers for breach of
contract.
B. If either party shall materially breach any of the covenants undertaken herein or
any of the duties imposed upon it by this Contract, such material breach shall
entitle the other party to terminate this Contract, provided that the party desiring
to terminate for such cause shall give the offending party at least twenty days'
written notice, specifying the particulars wherein it is claimed that there has been
a violation hereof, and if at the end of such time, the party notified has not
removed the cause of complaint, or remedied the purported violation, then the
termination of this Contract shall be deemed complete.
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5. TERMINATION OF AGREEMENT
A. Either party may terminate this Agreement in accordance with the termination
provisions set out in Section 4 Breach of this Agreement.
B. In the event a court issues an injunction or order that in any way (1) limits,
conditions, or restricts the ability of the City to enter into a contract with the
Contractor, or (2) finds that this Agreement is void or was entered into
improperly, or (3) limits, conditions, or restricts the ability of the Contractor to
continue to perform this Agreement, or (4) declares that this Agreement should
have been awarded by a different procedure or to a different proposer, then in any
such event the City, in its sole discretion, may terminate this Agreement.
Termination of this Agreement by the City pursuant to this paragraph shall not
constitute a breach of Agreement by the City, and such termination shall not
entitle the Contractor to any compensation whatsoever except the final payment
described in the succeeding paragraph.
C. In the event this Agreement is terminated prior December 31, 2015, a final
payment shall be made to the Contractor, which, when added to any payments
previously made, shall reimburse the Contractor for costs actually incurred as of
the date of termination. Final payment shall not include compensation for loss
of anticipated income. Except for the final payment, no additional payment shall
be due or owing to the Contractor on any grounds whatsoever. As a substantial
element of the consideration for the City entering into this Agreement, the
Contractor hereby waives and relinquishes any right, claim or cause of action for
additional payment. As of the date of termination, all rights and obligations of the
Contractor to the City, and of the City to the Contractor, shall cease and
determine.
6. NON-DISCRIMINATION.
A. The Contractor shall conduct its business in a manner which assures fair, equal
and non-discriminatory treatment of all persons, without respect to race, creed or
national origin, and, in particular:
B. The Contractor shall maintain open hiring and employment practices and will
welcome applications for employment in all positions, from qualified individuals
who are members of minorities protected by federal equal opportunity/affirmative
action requirements; and,
C. The Contractor shall comply with all requirements of applicable federal, state or
local laws or regulations issued pursuant thereto, relating to the establishment of
non-discriminatory requirements in hiring and employment practices and assuring
the service of all persons without discrimination as to any person's race, color,
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religion, sex, Vietnam era veteran's status, disabled veteran condition, physical or
mental handicap, or national origin.
7. DISPUTE RESOLUTION.
The parties agree that any dispute related to this Agreement shall first be submitted to the
City Manager and the Contractor's Executive Director, and they shall attempt to resolve
that dispute. If the City Manager and Executive Director are not able to resolve that
dispute, the dispute shall next be submitted to the City Council and to the Contractor's
Board of Directors. Those entities shall attempt to resolve the dispute. If they are not
able to resolve the dispute, the dispute shall be submitted to mediation. The parties shall
agree on one mediator. If mediation is unable to resolve the dispute, then either party
may take such legal action as they deem appropriate. The venue of any lawsuit related to
this Agreement shall be in Clallam County, Washington.
8. INDEPENDENT CONTRACTOR STATUS.
The relation created by this Contract is that of independent contracting entities. The
Contractor is not an employee of the City and is not entitled to the benefits provided by
the City to its employees. The Contractor, as an independent Contractor, has the
authority to control and direct the performance of the details of the services to be
provided. The Contractor shall assume full responsibility for payment of all Federal,
State, and local taxes or contributions imposed or required, including, but not limited to,
unemployment insurance, Social Security, and income tax.
9. HOLD HARMLESS AND INSURANCE.
Indemnification/Hold Harmless
Contractor shall defend, indemnify and hold the City, its officers, officials, employees
and volunteers harmless from any and all claims, injuries, damages, losses or suits
including attorney fees, arising out of or resulting from the acts, errors or omissions of
the Contractor in performance of this Agreement, except for injuries and damages caused
by the sole negligence of the City.
Insurance
The Contractor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Contractor, its agents,
representatives, or employees.
No Limitation. Contractor's maintenance of insurance as required by the agreement shall
not be construed to limit the liability of the Contractor to the coverage provided by such
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insurance, or otherwise limit the City's recourse to any remedy available at law or in
equity.
A. Minimum Scope of Insurance
Contractor shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA
00 01 or a substitute form providing equivalent liability coverage. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO
occurrence form CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, and personal injury and advertising injury. The City shall be
named as an insured under the Contractor's Commercial General Liability insurance
policy with respect to the work performed for the City.
3. Workers' Compensation coverage as required by the Industrial Insurances
laws of the State of Washington.
4. Professional Liability insurance appropriate to the Contractor's profession.
B. Minimum Amounts of Insurance
Contractor shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of$1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no
less than $1,000,000 each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions
for Automobile Liability, Professional Liability and Commercial General Liability
insurance:
1. The Contractor's insurance coverage shall be primary insurance as respect
to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the
City shall be excess of the Contractor's insurance and shall not contribute with it.
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2. The Contractor's insurance shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30) days prior written notice by
certified mail, return receipt requested, has been given to the City.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than
ANII.
E. Verification of Coverage
Contractor shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the Contractor before
commencement of the work.
10. OWNERSHIP OF ITEMS PRODUCED
All rights, including intellectual property rights, writings, programs, data, records,
documents, exhibits, photographic negatives, presentations, or other materials of any kind
or nature prepared by the Contractor in connection with the performance of this
Agreement shall be the sole and absolute property of the City and constitute "work made
for hire" as that phrase is used in federal and/or state intellectual property laws.
Upon termination or the expiry of this Agreement, the Contractor agrees to immediately
deliver to City, all rights, including intellectual property rights, writings, programs, data,
records, documents, exhibits, photographic negatives, presentations, or other materials of
any kind or nature prepared for or by the Contractor in connection with the performance
of this Agreement. All such material shall be delivered to the City and received by the
CITY prior to transmittal of final payment to the Contractor.
11. PUBLIC PROCESS.
Public money is being used to fund the activities performed pursuant to this Agreement.
Recognizing that, the Contractor shall allow public attendance at all meetings or portions
of meetings at which the directors or other representatives of the Contractor take action
with regard to this agreement or to any action pursuant to this Agreement. And, the
Contractor shall allow for public inspection of all records of the Contractor that relate to
this Agreement or any action taken pursuant to this Agreement.
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12. ENTIRE CONTRACT.
The parties agree that this Contract is the complete expression of the terms hereto and
any oral representation or understanding not incorporated herein is excluded. Further,
any modification of this Contract shall be in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto caused this Contract to be executed the day and
year first herein above written.
CITY OF PORT ANGELES PORT ANGELES REGIONAL CHAMBER
OF COM, ERCE
By:
By:
an Di Guilio, Mayor Pr sident
ATTEST:
ennifer Veneklasen, City Clerk
APP rOVED AS TO FORM
William E. Bloor, City Attorney
G:\Legal_Backup\AGREEMENTS&CONTRACTS\2009 Agrmts&Contracts\ChamberofCommerce.111809.doc(11/20/2009)
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