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HomeMy WebLinkAbout5.1090 Original ContractADVERTISING AGREEMENT FOR TOURISM PROMOTION BETWEEN CITY OF PORT ANGELES AND BLACKBALL TRANSPORT, INC. THIS AGREEMENT is entered into this day of December, 2010, by and between the City of Port Angeles, Washington, herein referred to as "City," and Blackball Transport, Inc., herein referred to as "Blackball." In consideration of the payments, covenants and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties covenant and agree as follows: 1. The Agreement is made pursuant to RCW 35.21.700 for the purpose of attracting visitors and encouraging tourism to the City of Port Angeles. 2. Services. The City desires to contract with Blackball for tourism promotion services. For the benefit of the City, Blackball will provide to the City as follows: For a period of three years, provide televised screens placed inside and outside the ferry terminal in Victoria, B.C. displaying and publicizing information about travel to Port Angeles as a great place to visit and to do business. Blackball agrees to provide four (4) minutes of Port Angeles promotion during each eight (8) minutes of programing displayed. Programing shall be displayed 24 hours each day of the year. the content will be changed periodically. the content, location and quality of material displayed will be approved by the Port Angeles City Manager. Blackball will work with the City and the Port Angeles Regional Chamber of Commerce to promote travel to the City of Port Angeles. 3. Duration of Agreement. The performance of Blackball shall commence December 8, 2010 and continue for a period of three (3) years, terminating December 8, 2013. s`.r pet 4. Compensation and Method of Payment. Total compensation to Blackball under this Agreement shall not exceed $10,000. Blackball shall not be entitled to any reimbursement under this Agreement after the date it terminates service to the City. 5. Independent Contractor Status. The relation created by this Agreement is that of independent contracting entities. Blackball is not an employee of the City and is not entitled to the benefits provided by the City to its employees. Blackball, as an independent contractor, has the authority to control and direct the performance of the details of the services to be provided. Blackball 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. 6. Hold Harmless and Insurance. Blackball 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 Agreement. Blackball shall provide a Certificate of Insurance 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. 7. Breach. In the event of either party's material breach of the terms or conditions of this Agreement, 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 Agreement or any other right which State law offers for breach of agreement. Mayor ATTEST: If either party shall materially breach any of the covenants undertaken herein or any of the duties imposed upon it by this Agreement, such material breach shall entitle the other party to terminate this Agreement, 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 Agreement shall be deemed complete. 8. Non Discrimination. Blackball 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: OF PORT ANGLES Blackball 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, Blackball 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. 9. Entire Agreement. The parties agree that this Agreement is the complete expression of the terms hereto and any oral representation or understanding not incorporated herein is excluded. Further, any modification of this Agreement shall be in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed the day and year first hereinabove written. -3- BLACKBALL TRANSPORT, INC. r� r By: Gfieral Manager ATTEST: 14W/ I r� By: ssa Hurd, City Clerk APPROVED AS TO FORM: William E. Bloor, City Attorney G \LEGAL \a AGREEMENTS &CONTRACTS\2010 Agrmts &Contracts \BlackballTransport 062410 wpd