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HomeMy WebLinkAboutContractPor- t- ofSeattle Agreement - 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 1 of 12 AGREEMENT – S-00320613 THIS AGREEMENT is between the Port Seattle (the “Port”) and City of Renton (the “Vendor”), who, in consideration of the mutual promises contained herein, agree: 1. SERVICE Vendor shall furnish the Service(s) specified or indicated in the Agreement Documents which are generally described as Agreement for Promotion Services (hereinafter also referred to as the “Services”) as specified herein. 2. AGREEMENT TIME The initial term of this Agreement shall commence on the date of execution by the Port and shall not to extend beyond December 31, 2021. 3. AGREEMENT RATES Payment will be made on a firm fixed price (lump sum) basis in accordance with the mutually agreed upon Milestones and Schedule of Fees set forth in the Scope of Work/Specific Requirements, Attachment B. The total potential compensation payable to Vendor shall not exceed $10,000.00. Said compensation shall fully compensate Vendor for all risk, loss, damages or expense of whatever character arising out of the nature of the Services or the prosecution thereof; and for all expenses incurred in the consequence of the suspension or discontinuance of the Services as specified under this Agreement. 4. ORDER OF PRECEDENCE The provisions of this Agreement are complimentary and shall be interpreted to give effect to all of its provisions. The Agreement Documents set forth below represent the entire and integrated Agreement between the Port of Seattle and City of Renton. Any inconsistency in the Agreement Documents shall be resolved in the following order of precedence: 1. Agreements Amendments Executed after Agreement Award 2. The Agreement 3. General Conditions, Attachment A 4. Scope of Work/Specific Requirements, Attachment B The Agreement Documents set forth above represent the entire and integrated Agreement between the parties hereto. P o>c-- ofSeattle The parties hereto have signed this Agreement in duplicate. One counterpart each has been delivered to the Port and Vendor. PORT OF SEATTLE By: Connie Davis Buyer, Purchasing Signature w-C-AcotLr� 14/--"/1014 Dated Address for Giving Notice: Port of Seattle, CPO - Procurement P.O. Box 1209 Seattle, WA 98111 Phone (206) 728-5615 Agreement - 2021 Tourism Marketing Support Program Contract No. 5-00320613 CITY OF RENTON A Signature 4-28-2021 Dated Address for Giving Notice: 1055 South Grady Way Renton, WA 98057 Email: jkotarskiCrentonwa.gov Phone: 425.430.7271 ,,,,,,,,r11„„r,, RENTo �RPORAttp�p``�� Page 2 of 12 Por-t- ofSeattle Agreement -2021 Tourism Marketing Support Program Contract No.S-00320613 Page 2 of 12 The parties hereto have signed this Agreement in duplicate. One counterpart each has been delivered to the Port and Vendor. PORT OF SEATTLE CITY OF RENTON By: Connie Davis By: Buyer, Purchasing Signature Signature Dated Dated Address for Giving Notice: Address for Giving Notice: Port of Seattle, CPO - Procurement P.O. Box 1209 Seattle, WA 98111 Email: Phone (206) 728-5615 Phone: Armondo Pavone Mayor, City of Renton Attest: _________________________________________ Jason A. Seth, City Clerk Por- t- ofSeattle Agreement - 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 3 of 12 ATTACHMENT A - GENERAL CONDITIONS GC-1 TITLES OR HEADINGS: The titles or headings of the sections, divisions, parts, articles, paragraphs, or subparagraphs, of the Contract Documents are intended only for convenience of reference and shall not be considered as having any bearing on the interpretation of the text. GC-2 ABBREVIATIONS: Abbreviations may be utilized throughout the Contract Documents. Any such abbreviation, unless well-known technical, trade meaning commonly understood in the Vendor's industry, will be defined in the particular portion of the Contract Documents where it is used. GC-3 INDEMNIFICATION AND HOLD HARMLESS: A. Vendor shall defend, indemnify, and hold harmless the Port, its Commissioners, officers, employees, and agents (hereafter, collectively, the "Port") from all liability, claims, damages, losses, and expenses (including, but not limited to attorneys' and consultants' fees and other expenses of litigation or arbitration) arising out of or related to the fulfillment of this Contract (including, without limitation, product liability claims by persons who may subsequently purchase the Services from the Port, claims for patent, trademark, copyright, trade or franchising infringement, and from all claims arising from Vendors failure to comply with paragraphs GC-5, GC-6, GC-14 of these General Conditions); Provided, however, if and to the extent that these General Conditions are construed to be relative to the construction, alternation, repair, addition to, subtraction from, improvement to, or maintenance of, any building, highway, road, railroad, excavation, or other structure, project, development, or improvement attached to real estate, including moving or demolition in connection therewith, and therefore subject to Section 4.24.115 of the Revised Code of Washington, it is agreed that where such liability, claim, damage, loss or expense arises from the concurrent negligence of (1) the Port, and (2) Vendor, its agents, or its employees, it is expressly agreed that Vendor's obligations of indemnity under this paragraph shall be effective only to the extent of Vendor's negligence. Such obligations shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any person or entity described in this paragraph. This paragraph shall not be construed so as to require Vendor to defend, indemnify, or hold harmless the Port from such claims, damages, losses or expenses caused by or resulting from the sole negligence of the Port. B. In any and all claims against the Port, by any employee of Vendor, its agent, anyone directly or indirectly employed by either of them, or anyone for whose acts any of them may be liable, the indemnification obligation of subparagraph "A" above shall not be limited in any way by any limitation on the amount or type of damages, compensation benefits payable by or for Vendor, or other person under applicable industrial insurance laws (including, but not limited to Title 51 of the Revised Code of Washington), it being clearly agreed and understood by the parties hereto that Vendor expressly waives any immunity Vendor might have had under such laws. By executing the Contract Vendor acknowledges that the foregoing waiver has been mutually negotiated by the parties. C. Vendor shall pay all attorneys' fees and expenses incurred by the Port in establishing and enforcing the Port's right under this paragraph, whether or not suit was instituted. GC-4 COMPLY WITH ALL LAWS: The Vendor shall at all times comply with all federal, state and local laws, ordinances and Por- t- ofSeattle Agreement - 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 4 of 12 regulations, including but not limited to those environmental laws and other laws listed in the Contract Documents and other laws referred to herein, which in any manner apply to the performance of this Contract. Such compliance shall include, but is not limited to, the payment of all applicable taxes, royalties, license fees, penalties and duties. GC-5 NON-DISCRIMINATION AND EQUAL EMPLOYMENT: During the performance of this Contract, the Vendor, for itself, its assignees, and successors in interest agrees to comply with the requirements of the following non- discrimination statutes and authorities which are hereby incorporated; including but not limited to: A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin) and 49 CFR part 21; B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); C. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; D. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); E. Airport and Airway Improvement Act of 1982, (49 USC§ 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); F. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and Vendors, whether such programs or activities are Federally funded or not); G. Titles II and Ill of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 - 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; H. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); I. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination Por- t- ofSeattle Agreement - 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 5 of 12 against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; J. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); K. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.) GC-6 NON-DISCRIMINATION POLICY: It is the basic policy of the Port of Seattle to provide equal opportunity to the users of all Port services and facilities and all contracting entities. Specifically, the Port will not tolerate discrimination against any persons on grounds of age, race, color, national origin/ancestry, ethnicity, reli gion, disability, Family Medical Leave Act (FMLA) use, pregnancy, sex/gender, sexual orientation, whistleblower status, military affiliation, marital status, workers' compensation use, transgender status, political beliefs, or any other protected status, as guaranteed by local, state and federal laws. The equal opportunity principles in employment and subcontracting described in this policy shall apply to the Port's employees, customers, consult ant s, Vendors, and suppliers to the extent possible as required by law. Submission of a properly executed Contract constitutes a contractual commitment to the terms of this resolution. GC-7 CONTRACT TIME: All time limits stated in the Contract Documents, specifically including the Contract Time, are of the essence of this Contract. While the Buyer may, in certain circumstances, provide a written extension, reduction or waiver of certain time limits, the Contract Time may be extended or reduced only by Amendment. GC-8 EXTENSIONS OF CONTRACT TIME; COMPENSATION: A. Force Majeure. If an extension of Contract Time is warranted as a result of force majeure, Vendor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, war, riot , delay in transportation or railcar transport shortages PROVIDED VENDOR NOTIFIES THE PORT, IMMEDIATELY IN WRITING OF SUCH PENDING OR ACTUAL DELAY. The extension of Contract Time will be limited to the period of time the Port determines the procurement was delayed/extended. All decisions by the Port regarding extensions of time shall be final. B. Reasonable Delays. The Vendor should anticipate that some reasonable delays, including those caused by normal weather patterns, will occur. The Vendor shall not be entitled to any compensation, damages, or extension of the Contract Time for such reasonable delays. Por- t- ofSeattle Agreement - 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 6 of 12 C. Non-Excusable and Non-Compensable Delays. Delays in the prosecution of the Services that could have been avoided by the exercise of due care, coordination and diligence on the part of the Vendor, its suppliers are neither excusable nor compensable under the Contract. No extension of Contract Time or increase in the Contract Sum shall be allowed for any claimed delay that is caused by or results from the breach, fault, negligence, or collusion of the Vendor, or its suppliers. GC-9 AUDITS AND RETENTION OF RECORDS: A. The Port or its designee and other authorized representatives of the State of Washington shall have the right to inspect, audit or copy documents for the evaluation and determination of any issue related to the Contract or to the Vendor's performance thereunder, specifically including but not limited to any Claims brought by the Vendor or any supplier at all reasonable times. B. For the above-referenced purpose, all of the documents related to this Contract shall be open to inspection, audit, or copying by the Port or its designee: • During the Contract Time; • For a period of not less than six (6) years after the date of Contract Completion or termination of the Contract; and • If any Claim, audit, or litigation arising out of, in connection with, or related to this Contract is initiated, all documents and records shall be resolved or completed, whichever occurs later. • The Vendor shall retain the documents related to this Contract for the periods required above. The Vendor shall also ensure that the documents of all suppliers shall be retained and open to similar inspection or audit for the periods required above by incorporating the provisions of this Audit Paragraph into any agreements with suppliers related to this Contract. C. The Vendor, its suppliers shall make a good faith effort to cooperate with the Port and its designees when the Port gives notice of its need to inspect or audit documents. D. The cost of the audit shall be borne by the Port unless the results of such audit reveal a discrepancy of more than two percent (2%) reported in accordance with the Concession Fees requirement of the Agreement for any twelve (12) month period. In the event of such discrepancy, the full cost of the audit shall be borne by the Vendor, and Vendor shall promptly pay all additional fees owing to the Port. No additional compensation will be provided to the Vendor, its suppliers for time or money spent in complying with the requirements of this Audit Paragraph. If the Vendor is formally dissolved, assigns or otherwise divests itself of its legal capacity under this Contract, then it shall notify the Port and preserve Por- t- ofSeattle Agreement - 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 7 of 12 all documents, at its expense, as directed by the Port. In the event that Vendor's books of accounts are not maintained in the Puget Sound region, they shall be made available for audit locally within five (5) business days of a request by the Port, or Vendor shall pay in full, any travel and related expenses of Port representative(s) to travel the location outside the Puget Sound region. In addition, The Port shall have the right to conduct a "surprise" audit not more frequently than twice every twenty four months, and, in the event that Vendor's books and records are not maintained locally, Vendor shall further pay in full, any travel and related expenses of the Port representative(s) to travel the location outside the Puget Sound region for such "surprise" audit. E. This Audit Paragraph shall survive for six (6) years after the termination or expiration of this Contract, or conclusion of all Claims, audits or litigation, whichever occurs later. GC-10 TERMINATION: A. TERMINATION FOR CONVENIENCE: Either party may terminate this Contract at any time for any reason, by giving the other party thirty (30) days' written notice. In the event the vendor has completed any portion of the Project by the time it receives the Port's notice of termination, the Port shall pay Vendor the percentage of funds attributable to the Vendor's completed portion of the project. B. TERMINATION FOR DEFAULT: Except in the case of delay or failure resulting from circumstances beyond the control and without the fault or negligence of the Vendor, the Port shall be entitled, by written or oral notice to the Vendor, to terminate the Agreement for breach of any of the terms and to have all other rights against the Vendor by reason of the Vendor's breach as provided by law. GC-11 REMEDIES: Any decisions by the Port to pursue any remedy provided for in paragraph GC-10 herein shall not be construed to bar the Port from the pursuit of any other remedy provided by law or equity in the case of similar, different or subsequent breaches of this Contract. GC-12 WAIVER: Failure at any time of the Port to enforce any provision of the Contract shall not constitute a waiver of such provision or prejudice the right of the Port to enforce such provision at any subsequent time. No term or condition of this Contract shall be held to be waived, modified or deleted except by a written Amendment signed by the parties hereto. GC-15 PARTIAL INVALIDITY: If any provision of this Contract is or becomes void or unenforceable by force or operation of law, all other provisions hereof shall remain valid and enforceable. GC-14 PUBLIC DISCLOSURE: Vendor acknowledges that the PORT may be required to disclose information provided by Vendor pursuant to the Washington State Public Disclosure Act (RCW Chapter 42.56). The PORT will determine whether any requested Por- t- ofSeattle Agreement - 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 8 of 12 documents should be disclosed. In no event shall the Port be liable to Vendor for any disclosure of documents and information, including work product, excluded inventions and intellectual property rights it deems necessary to disclose under the law. GC-15 GOVERNING LAW/VENUE: The laws of the State of Washington shall govern disputes concerning this Contract and the venue of any action relating hereto shall be in the Superior Court for the County of King, State of Washington. GC-16 SUBCONTRACTING/ASSIGNMENT: Vendor shall not assign or transfer this Agreement or any interest therein, nor shall this Agreement or any interest there under be assignable or transferable by operation of law or by any process or proceeding of any court, or otherwise without the advance written consent of the Port. Agreement – 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 1 2 of 1 2 GC-17 SERVICE OF NOTICES BY OR ON THE VENDOR: Any written notice required under the Contract to be given by or to the Vendor may, at the option of either party, be served on or by the Vendor by Electronic Transmission, personal service, certified or registered mail, or recognized overnight courier. Delivery of the notice will be made to the last address provided in writing to the Buyer. Notices shall be deemed delivered: (i) when sent through via Electronic Transmission, (ii) when personally delivered; (iii) on the third day after mailing when sent by certified or registered mail and the postmark affixed by the United States Postal Service shall be conclusive evidence of the date of mailing; or (iv) on the first business day after deposit with a recognized overnight courier if deposited in time to permit overnight delivery by such courier as determined by its posted cutoff times for receipt of items for overnight delivery to the recipient. GC-18 EXECUTION OF THE AGREEMENT F0RM: The Contract is not binding upon the Port until the Contract is fully executed. No Proposer shall have a right, interest or claim with respect to the Contract or the Services until the Contract is fully executed. After being executed by the Port, the Vendor will receive a copy of the Agreement Form. Services prosecuted prior to the full execution of the contract is at the sole risk of the Vendor. Agreement – 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 1 2 of 1 2 ATTACHMENT B - SCOPE OF WORK/SPECIFIC REQUIREMENTS 1. Scope of Work: The plan for 2021 is to build and expand on the “Make Yourself at Home” leisure campaign and continue work with our partners at JayRay Ads & PR to manage a digital marketing and social media campaign to target leisure visitors outside of the State of Washington. Updates to the campaign graphics and website refresh will highlight minority-owned businesses and activities that reflect Renton’s rich cultural assets and recent history. New sample travel itineraries to encourage tourists to explore Renton in 48-hours (or so) will showcase blackowned businesses, global fare, Asian American food and culture, and family travel. The 2021 scope of work for the Renton Community Marketing Campaign will focus on these target areas: • Position Renton as a travel destination of choice for visitors outside of Washington State. • Grow awareness and increase overnight stays. • Retain as many local businesses as possible. • Develop cultural itineraries to encourage a multi-day trip • Support and uplift Renton’s minority owned businesses and visitor attractions • Work within social media campaign advertising and marketing budget to maximize exposure in front of an audience residing outside of Washington State. • Create a sweepstakes giveaway to drive interest and clicks to campaign landing page. Q2 - (With deliverables due by June 30) • Identify specific locations/regions outside of Washington State to target the marketing campaign (consider California and Texas markets to continue building that audience) • Strategize a robust digital marketing campaign and task list/timeline to promote tourism in Renton outside of Washington State • Establish reasonable goals for growth (reach, clicks) • Update digital tourism ad campaigns (reflect itineraries and refreshed content) • Examine current audience and website traffic reports. Explore additional ways to engage with and grow the audience outside of Washington State. Q3 - Agreement – 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 1 2 of 1 2 • The social media campaign will run three months: August 23 through November 23, 2021, in the hopes that travel will increase by end of summer as more people are vaccinated and non-essential travel guidelines are lifted. • Campaign results and metrics will be examined monthly to identify audience engagement and website traffic and to make informed adjustments to the plan as necessary to support growth. Q4 - • Increase website traffic by 20% by the end of Q4 • Increase engagement (likes, shares, mentions, comments) by 20% by the end of Q4 • Track all digital ad metrics (reach, impressions, click-thru rates) • Submit final report and invoice to the Port by December 15, 2021 • In addition, a post follow-up report will be provided to the Port of Seattle identifying website traffic for Q4. The post follow-up report will be submitted on or before January 31, 2022. Tourism Digital Advertising Campaign Placement Implementation of the digital advertising campaign August 23-November 23, 2021. Includes media placement for three months and optimization with monthly reporting. $10,000 funds from the Port of Seattle $10,000 City of Renton matching funds Total: $20,000 Collaboration In 1997, the City, in conjunction with the Greater Renton Chamber of Commerce, Renton Technical College, UW Medicine/Valley Medical Center and the Renton School District launched the Renton Community Marketing Campaign. The mission was to collectively market the Renton community to recruit quality companies and diversify Renton's employment base. The five partners continue to work together in these efforts. Other collaboration options, TBD on cost/availability • Bring travel/lifestyle social media influencers from California to promote the itineraries and contest • Sponsored stories or articles in travel publications • Partner with another WA destinations for a broader regional trip (Ex: Visit Renton + Olympic Peninsula to experience the best of our state) 2. Metrics: The Campaign partners will work closely with JayRay to monitor the following metrics throughout the course of the year in order to determine the efficacy of the campaign and Agreement – 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 1 2 of 1 2 adjust as necessary in order to support noticeable increases (with the goal of an average 20% increase in all areas by Q4) in the following categories: Web traffic: • Total site visitors to VisitRentonWa.com - to track growth and reach • Total site visitors to campaign landing page - to track campaign activity Increase social media presence: • Volume of Posts • Social Media Interactions (number of mentions, shares, likes, comments, etc.) • New Followers (measure total followers before and after campaign) Impactful advertisements: • Total ad impressions • Total ad reach Increase conversions on email marketing and/or paid ad campaigns: • Click-through rate To increase ROI on advertisements: • Cost Per Click 3. Payment by the Parties: a. Port shall contribute $10,000 to the total cost of the expenses incurred by the Vendor. b. Vendor shall contribute a minimum of $5,000 of which no more than 25% shall be identified as management oversight and administration of the project. If your stated match fund amount is more than 50% of Port awarded funds, you will be held accountable for the higher stated match fund amount and will need to provide documentation for the higher stated match fund amount, as well as for all Port awarded funds. 4. Definition and restatement of how funds are to be used. You’ll be required to provide documentation for all stated Port awarded funds and stated match fund amount in your final report. Category: Port of Seattle Funds: Matching Funds: Total Funds: Tourism Digital Advertising Campaign Placement $10,000 $10,000 $20,000 TOTAL FUNDS $10,000 $10,000 $20,000 Any funds obtained from the Port for tourism activities are to be used specifically, once approved, for projects which are detailed in the Scope of Work. The focus of the Scope of Work should be aligned with increasing the number of out-of-state visitors Agreement – 2021 Tourism Marketing Support Program Contract No. S-00320613 Page 1 2 of 1 2 (and/or increasing out-of-state visitor expenditures within WA State) who will use Port facilities; Seattle-Tacoma International Airport, cruise terminals and/or recreational marinas. 5. Invoicing and Reporting. a. The POS may authorize up to 50% of the POS funds to be granted in advance of the event or promotion activity upon providing information that confirms participation or project initiation. POS will require appropriate documentation to validate participation in the activity, advertising placement, or a specific project that will be initiated. b. Do you plan to submit an invoice together with documentation that project work has begun, once the agreement is executed, for 50% of POS awarded funds? Yes ☐ No ☒ c. Upon completion of the agreed upon project, a written report that includes documentation of the completed work (invoices and/or work performed by the organization) and the agreed upon metrics and outcomes are required. d. The final report must be submitted to POS for approval within 15 business days following the end of the event or project completion. Upon approval of the final report and supporting documentation, the vendor may invoice the Port for the balance of the awarded funds. 6. Port Approval and Use of Port logo: a. All projects must identify the POS as a partner or sponsor via use of the Port logo. Prior to advertising execution or implementation, POS requires a review/approval of the proposed placement and schedule of the POS logo on advertising, promotion materials, booth displays, online, digital or printed materials. b. POS may request periodic project updates from its co-operative partner. 7. Project Deadline: Final report including documentation for both Port and matched fund expenditures due by: 12/15/2021 8. Miscellaneous: No Port funds can be used to underwrite general or capital expenses associated with a tourism event or program already in progress.