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HomeMy WebLinkAbout4.616 Original Contract , ~' <, =. </. l41, /.p CONTRACT FOR TOURIST PROMOTION BETWEEN CITY OF PORT ANGELES AND KENMORE AIR HARBOR, INC. THIS CONTRACT is entered into this 17/r1 day of J (,.I....le ,2009, by and between the City of Port Angeles, Washington, herein referred to as "City," and Kenmore Air Harbor, Inc., herein referred to as "Kenmore." NOW, THEREFORE, in consideration of the above representations and the payments, covenants and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties covenant and agree as follows: 1. It is in the public interest for hotel/motel tax funds to be expended for tourist promotion services in the City of Port Angeles. 2. Pursuant to RCW 67.28.1815, the City of Port Angeles is authorized to expend special excise tax funds for "paying all or any part of the cost of tourism promotion" and "tourism promotion" is defined in RCW 67.28. 080( 6) to mean 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. 3. Services. The City desires to contract with Kenmore for tourist promotion services. For the benefit of the City, Kenmore will operate and promote tourism as follows: . Promoting to people outside Clallam County travel via air to Port Angeles. . Advertising, publicizing, or otherwise distributing information about airline service for the purpose of attracting and welcoming tourists to Port Angeles. . Kenmore will provide air service to Port Angeles through December 31, 2009; provided, however, in the event Kenmore is compelled to end service as a result of an action beyond its reasonable control, then Kenmore shall not be liable for breach of contract. In such event, Kenmore shall not be entitled -1- I .,....~ to any reimbursement under this contract after the date it terminates service to Port Angeles. · Kenmore will work with the Port Angeles Regional Chamber of Commerce to promote air travel to the City of Port Angeles. · Kenmore will market Port Angeles as a tourism destination. 4. Duration of Contract. The performance of Kenmore shall commence immediately and continue through the end of 2009. 5. Compensation and Method of Payment. The City shall pay to Kenmore reimbursement for amounts up to $10,000 that Kenmore expends to promote tourism pursuant to this Contract. Payment shall be made within 30 days after Kenmore presents detailed invoices to the City. Kenmore shall not be obligated to expend more than $10,000 to promote tourism pursuant to this Contract. 6. Record Keeping and Reporting. · Kenmore shall maintain accounts and records which accurately reflect the revenues and costs for the services provided pursuant to Contract. These financial records and all records relating to the performance of this Contract shall be available for City inspection. · Kenmore 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. 7. Independent Contractor Status. The relation created by this Contract is that of independent contracting entities. Kenmore is not an employee of the City and is not entitled to the benefits provided by the City to its employees. Kenmore, as an independent contractor, has the authority to control and direct the performance of the details of the services to be provided. Kenmore 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. -2- . ,...- 8. Hold Harmless and Insurance. Kenmore shall protect, defend, save harmless, and indemnify the City, its officers, agents, and employees from and against any and all claims, damages, losses, and expenses, including reasonable attorney's fees, occurring, arising, or resulting from supplying work, services, materials, or supplies in connection with the performance of this Contract. Kenmore shall provide a Certificate ofInsurance evidencing occurrence-based Commercial General Liability insurance with limits of no less than $1,000,000 combined single limit per occurrence, with the City shown as a named additional insured. 9. Breach. · 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 which State law offers for breach of contract. · 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. 10. Non-Discrimination. Kenmore 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: . Kenmore 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, -3- .- · Kenmore 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, religion, sex, Vietnam era veteran's status, disabled veteran condition, physical or mental handicap, or national origin. 11. 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 hereinabove written. CITY OF PORT ANGELES KENMORE AIR HARBOR, INe. n...~ p~~ M~. By: 7~'Y7~ General Manager ATTEST: &&~ ) JpmA- Becky J. Up , ty Clerk ATTES~ , ~ By: CfjrtfR J 111 ~. Secretary William E. Bloor, City Attorney G :\Legal_Bac kup\AGR~EMENTS&CONTRACTS\2009 Agrmts&Contracts\KenmoreAir. 052109. wpd -4-