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HomeMy WebLinkAboutR-2009-152 Yakima Tourism Promotion Area Administration Agreement with Yakima Valley Visitors and Convention BureauRESOLUTION NO. R-2009-152 A RESOLUTION: authorizing the City Manager of the City of Yakima to execute a "Yakima Tourism Promotion Area Administration Agreement" with the Yakima Valley Visitors and Convention Bureau to administer the activities and programs of the Yakima County Tourism Promotion Area. WHEREAS, RCW Chapter 35.101 authorizes cities and counties to establish a Tourism Promotion Area to permit the imposition of Tourism Promotion Charges to fund the promotion of tourism and convention business within the Tourism Promotion Area; and WHEREAS, upon petition of the operators of lodging businesses, the City of Selah, the City of Union Gap, the City of Yakima, and Yakima County have established, by appropriate resolution and ordinance, the Yakima County Tourism Promotion Area ("TPA"). WHEREAS, said public entities have also entered into an Interlocal Agreement that expressly authorizes the City of Yakima to contract for the administration of the activities and programs within the TPA; and WHEREAS, the Yakima Valley Visitors and Convention Bureau ("YVVCB") is a non- profit corporation whose membership represents the hospitality industry, for which the YVVCB serves as a focus of efforts to promote convention and tourist activities which area vital to the local economy; and WHEREAS, the YVVCB is willing to administer the activities and programs of the Yakima County Tourism Promotion Area and to prepare the TPA annual Budget in accordance with the terms and conditions of the Administration Agreement; and WHEREAS, the Yakima Hotel and Motel Commission recommends that the City execute an Administration Agreement with the YVVCB for the administration of the activities and programs within the TPA; and WHEREAS, the City Council deems it to be in the best interest of the City to authorize execution of an Administration Agreement with the Yakima Valley Visitors and Convention Bureau; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL -OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the "Yakima Tourism Promotion Area Administration Agreement" with the Yakima Valley Visitors and Convention Bureau to administer the activities and programs of the Yakima County Tourism Promotion Area. The City Attorney shall approve the final form of the Agreement. ADOPTED BY THE CITY COUNCIL thi ATTEST: ay of Nov 009. David Edler, Mayor CITY OF YAKIMA AND YAKIMA VALLEY VISITORS AND CONVENTION BUREAU YAKIMA TOURISM PROMOTION AREA ADMINISTRATON AGREEMENT THIS YAKIMA TOURISM PROMOTION AREA ADMINISTRATION AGREEMENT (hereinafter the "Agreement") is executed by and between the City of Yakima, Washington, a municipal corporation (hereinafter the "City"), and the Yakima Valley Visitors and Convention Bureau, a Washington non-profit corporation (hereinafter the "Bureau") WHEREAS, the City desires to contract with the Bureau for the activities and programs of the Yakima County Tourism Promotion Area ("TPA") and to prepare the TPA Annual Budget in accordance wit the terms and conditions of this Agreement. WHEREAS, the Bureau is a non-profit corporation whose membership represents the hospitality industry, for which the Bureau serves as a focus of efforts to promote convention and tourist activities which are vital to the local economy. WHEREAS, the Bureau is willing to administer the activities and programs of the Yakima County Tourism Promotion Area and to prepare the TPA Annual Budget in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, it is agreed by the between the City and the Bureau as follows 1. Definitions. As used in this agreement, the following terms, unless the context otherwise dictates, shall have the following meanings: a. "Interlocal Agreement" shall mean the April 13, 2004 Interlocal cooperation Act Agreement for Establishment of Yakima County Tourism Promotion Area between the City of Yakima, the City of Selah, the City of Union Gap, and Yakima County for the establishment of a Yakima County Tourism Promotion Area by the City of Yakima as authorized by RCW 35.101.040(2). b. "Lodging Business" means a business located within the Yakima County Tourism Promotion Area that furnishes lodging taxable by the state under RCW chapter 82.08 that has forty (40) or more lodging units. c. "Operator" means the Operator of a lodging Business, whether in the capacity of owner, general manager, lessee, sub lessee, mortgagee in possession, licensee, designee, or any other similar capacity. d. "The Yakima Hotel and Motel Commission means the Yakima Hotel and Motel Commission, established by the City of Yakima, whose members are appointed by the City Council of the City of Yakima, the City Council of the City of Selah, the City Council of the City of Union Gap, and the Board of County Commissioners of Yakima County, to provide recommendations to the City Council of the City of Yakima on proposed uses and projects of the Yakima County Tourism Promotion Area, pursuant to the provisions of the RCW 35.101 131(1), as provided in this Agreement. e. The "promotion of tourism and convention business" means activities and expenditures designed to increase tourism and convention business, including but not limited to advertising, publicizing, or otherwise distributing Agreement Between the City of Yakima and 1 Yakima Valley Visitors Convention Bureau information for the purpose of attracting and welcoming tourists and operating tourism destination marketing organizations. f. "Tourism Promotion Charge" means the charge imposed by the City of Yakima on the furnishing of lodging by a Lodging Business within the Yakima County Tourism Promotion Area under the authority of RCW 35.101.050 for the purpose of providing for funding of the promotion of tourism and convention business in Yakima County. g. "Yakima County Tourism Promotion Area" means the Tourism Promotion Area comprising the jurisdiction of the City of Yakima, the City of Union Gap, the City of Selah, and the unincorporated area of Yakima County as created by the Ordinance No. 2004-12 of the City Council of the City of Yakima , pursuant to the authority of RCW Chapter 35 101, as authorized by the resolutions of the City Council of the City of Yakima, the City Council of the City of Selah, the City Council of the City of Union Gap, and the Board of County Commissioners of Yakima County, adopting the terms of this Agreement. 2. Scope of Services. a. TPA Administration. The Bureau shall administer the activities and programs of the Yakima County Tourism Promotion Area in compliance with all applicable provisions of state and local laws, including resolutions and ordinances relating to the creation and operation of the TPA, the Interlocal Agreement and all regulations lawfully imposed by the State Auditor and other state agencies. b. Preparation of TPA Annual Budget. The Bureau shall also prepare an Annual Budget for the Yakima County Tourism Promotion Area to be reviewed and approved by the Yakima Hotel and Motel Commission and submitted to the City Council of the City of Yakima on or before November 1 of each year. The Bureau shall also act as staff to the Yakima Hotel and Motel Commission in conjunction with assisting it in determining what activities and programs to recommend for funding from the Tourism Promotion Charges. 3. TPA Annual Budget. The TPA Annual Budget shall consist of: a A list of the Lodging Businesses subject to the Tourism Promotion Charges and an estimate of the revenue received from all such Lodging Businesses b. A statement describing all proposed uses of Tourism Promotion Charge revenue for the purpose of promoting tourism and convention business in the Yakima County Tourism Promotion Area for the ensuing fiscal year as recommended by the Yakima Hotel and Motel Commission. 4 Use of Tourism Promotion Charge Revenues for the Promotion of Tourism and Convention Business in Yakima County. a. It is understood and agreed that all of the revenues from the Tourism Promotion Charges collected by the City of Yakima from Lodging Businesses within the jurisdiction of the City of Yakima, the City of Selah, the City of Union Gap, and unincorporated areas of Yakima County shall be allocated by the City Council of the City of Yakima in accordance with the TPA Annual Budget. The Yakima Hotel and Motel Commission shall make a Agreement Between the City of Yakima and 2 Yakima Valley Visitors Convention Bureau recommendation to the City Council of the City of Yakima on all TPA Annual Budgets. The City Council of the City of Yakima shall have the ultimate authority to set and approve all TPA Annual Budgets. b. The revenues from the Tourism Promotion Charges imposed by the City of Yakima on the furnishing of lodging by the Lodging Businesses situated within the TPA shall be used for the following purposes only. The funding of all activities and expenditures designed to increase tourism and convention business within the area of the jurisdiction of the City of Yakima, the City of Selah, the City of Union Gap and the unincorporated areas of Yakima County as specified in the TPA Annual Budget; and ii. The marketing of tourism and convention business that benefit local tourism and result in overnight stays within the TPA; and The marketing of Yakima County to the travel industry in order to benefit local tourism and convention business and result in overnight stays within the TPA; and iv. The marketing of Yakima County to recruit major sporting events in order to promote local tourism resulting in overnight stays within the TPA. c. All Tourism Promotion Charges received by the City of Yakima from the Washington State Department of Revenue and any interest therein shall be deposited by the City of Yakima in a special account. Payments to the Bureau as TPA Manager will be made as provided for in the agreement between the City of Yakima and the Bureau. No Tourism Promotion Charges shall be dispersed in any fiscal year until after the adoption of that year's fiscal annual Budget. Provided further, the City of Yakima shall not expend in any fiscal year Tourism Promotion charges in excess of the approved fiscal Annual Budget. 5. Annual Administration Fee. In compensation for the administrative services provided by the Bureau under this Agreement, the City shall pay the Bureau an Annual Administration Fee. The amount of the Annual Administration Fee shall be set and provided for in the TPA Annual budget. The Fee shall be paid in equal monthly installments. The City shall make each payment to the Bureau by the 10th day of each month. The Bureau may request an annual adjustment of the Annual Administration Fee during the budget process used to establish the TPA annual Budget. In the event that the Agreement is terminated, the Bureau shall be compensated on a pro -rata basis through the termination date. 6. Term of Agreement. This agreement shall commence upon full execution by the parties and shall terminate at midnight, December 31, 2014, unless terminated earlier by either party in accordance with Section 7. 7. Termination of Agreement. This Agreement may be terminated in accordance with the following: a. By either party without cause upon ninety (90) calendar days' advance written notice to the other party; Agreement Between the City of Yakima and 3 Yakima Valley Visitors Convention Bureau b. When a party fails to cure a default for thirty (30) calendar days following hand delivery or mailing of a written notice of default from the other party; c. In the event that a portion(s) of the Agreement is severed by a court of competent jurisdiction and either party determines that the severed portion(s) substantially alter this Agreement so that the original intent and purpose of the Agreement no longer exists, said party may, in its discretion, terminate this Agreement upon thirty (30) calendar days' advance written notice to the other party. d Disestablishment of the Yakima County Tourism Promotion Area as provided in the Interlocal Agreement. 8. Property and Equipment. The City of Yakima shall be the owner of all property and equipment purchased by the Bureau from Tourism Promotion Charge revenues; provided, however, in the event of the termination of this Agreement, the City of Yakima agrees to make the property and /or equipment available to the successor TPA Manager for its use in conjunction with providing similar services. Additionally, in the event of disestablishment of the Yakima County Tourism promotion Area, all property and equipment purchased by the Bureau from Tourism Promotion Charge revenues shall be retained by the City of Yakima and used for any lawful purpose. 9. Records and Accounts. The Bureau shall maintain (in accordance with generally accepted accounting practices) books, accounts, records, documents and other materials related directly or indirectly to the costs, expenses, and expenditures incurred and/or made pursuant to this Agreement. All such books, accounts, records, documents and other materials shall be subject to inspection and audit at reasonable times by representatives of the City of Yakima, City of Selah, City of Union Gap, Yakima County and/or of the Washington State Auditor. The Bureau shall make such books, accounts, records, documents and other materials available and afford the proper facilities for such inspection and/or audit within forty-eight (48) hours of inspection/audit notification from any of said local and/or state government representatives. Such books, accounts, records, documents and other materials may be copied by said local and/or sate government representatives as part of such an inspection/audit. The bureau shall preserve and make available all such, accounts, records, documents and other materials for a period of at least three (3) years after termination of Agreement. 10. Insurance Requirements. a. Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Bureau shall provide the City with a certificate of insurance as proof of liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the City of Yakima, City of Union Gap, City of Selah, and Yakima County and respective elected officials, officers, agents, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days' prior written notice. The insurance shall be with an insurance company or Agreement Between the City of Yakima and 4 Yakima Valley Visitors Convention Bureau companies rated A -VII or higher in Best's guide and admitted in the State of Washington. b. Automobile Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Bureau shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the City of Yakima, City of Union Gap, City of Selah, and Yakima County and respective elected officials, officers, agents, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days' prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's guide and admitted in the State of Washington c. This Section of the Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 11. Hold Harmless and Indemnification. a. The Bureau agrees to protect, defend, indemnify, and hold harmless the City and its officers, elected officials, employees and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) caused by or occurring by reason of any negligent act and/omission of the Bureau, its officers, employees, agents, and/or subcontractors, arising out of or in connection with duties, obligations, and services required of the Bureau under this Agreement. b. In the event that both the Bureau and the City are negligent, the Bureau's liability for indemnification of the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorneys' fees) that can be apportioned to the Bureau, its officers employees, agents, and /or subcontractors. c. Nothing contained in this Section or this Agreement shall be construed to vest a right of indemnification in any third party. d. The provisions of this Section shall survive the termination or expiration of this Agreement. 12. No Insurance provided by the City. It is understood the City does not maintain liability insurance for the Bureau and/or its officers, employees, agents, instructors and/or subcontractors. 13. Independent Contractor. In performing this agreement, the Bureau is an independent contractor, not subject to control or direction from the City except for such oversight as is herein described and set forth by City ordinance. The Bureau expressly represents, warrants and agrees that its status as an independent contractor in the performance of the work and services required under this Agreement is consistent with and meets the six -part independent contractor test set forth in RCW 51.08.195. The Bureau and its officers, employees, agents and Agreement Between the City of Yakima and 5 Yakima Valley Visitors Convention Bureau volunteers shall make no claim of City employment nor shall claim against the City any related employment benefits, social security and/or retirement benefits. 14 Taxes and Assessments. The Bureau shall be solely responsible for compensating its officers, employees, agents and/or subcontractors and for paying all related taxes, deductions and assessments, including but not limited to federal income, tax, FICA, social security tax, assessments for unemployment and industrial injury, and •other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of or in connection with the duties, obligations and services required of the Bureau under this Agreement, the Bureau shall pay the same before it becomes due. 15. Non -Discrimination. During the performance of this Agreement, the Bureau shall not discriminate on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training and the provision of services under this Agreement. 16. The Americans With Disabilities Act. The Bureau shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. 12101 et seq. (ADA) and its implementing regulations and Washington State's anti -discrimination law as contained in RCW Chapter 49.60 ("WLAD") and its implementing regulations, with regard to the provision of services under this Agreement. The ADA and the WLAD provide comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services and telecommunications. 17. Compliance With Law. The Bureau shall provide all services under this Agreement in full compliance with any and all applicable laws, rules and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local or otherwise. 18. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by the Bureau to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations and liabilities of the Bureau as stated herein. 19. Severability. a. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid b. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall Agreement Between the City of Yakima and 6 Yakima Valley Visitors Convention Bureau be deemed inoperative and null and void insofar as it may conflict and shall be deemed modified to conform to such statutory provision c. Should either party determine that the severed portions substantially alter this Agreement so that the original intent and purpose of the Agreement no longer exists, said party may, in its sole discretion, terminate this Agreement upon thirty (30) calendar days' advance written notice to the other party. 20 Non -waiver. A waiver by either party hereto of a breach by the other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 21 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand -delivered to the parties at their addresses as follows: To the City: To the Bureau: Richard A. Zais, Jr., City Manager City of Yakima 129 North 2nd Street Yakima, WA 98901 John Cooper, President & CEO Yakima Valley Visitors & Convention Bureau 10 North 8th Street Yakima, WA 98901 Or to such addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid or hand -delivered. Such notices shall be deemed effective when mailed or hand - delivered at the addresses specified above. 22. Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 23. Integration and Supersession. This Agreement sets forth al of the terms, conditions, and agreements of the parties relative to the subject matter hereof and supersedes any and all such former agreements, which are hereby declared terminated and of no further force and effect upon the execution and delivery hereof. There are no terms, conditions, or agreements with respect thereto except as herein provided, and no amendment or modification of this Agreement shall be effective unless reduced to writing and executed by the parties. 24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 25. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. Agreement Between the City of Yakima and 7 Yakima Valley Visitors Convention Bureau 26. Dispute Resolution. The parties shall strive to resolve any dispute that may arise through cooperation and negotiation in good faith. If the dispute is not resolved through negotiation, the parties may consider mediation or another form of dispute resolution but only where mutually agreed to in writing. CITY OF YAKIMA, WASHINGTON R.A. Zais, Jr., City Manager Date: _ ATTEST: CITY CONTRAC (N0:/41�� RESOLUTION NO: if -9/we 1`S2 Agreement Between the City of Yakima and 8 Yakima Valley Visitors Convention Bureau YAKIMA VALLEY VISITORS AND CONVENTION BUREAU ' Jr ' ooper, Presi dent & CEO By: Date By: ve. J(�',ir - Chairman, board of Directors By: Date: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting Of: November 17, 2009 ITEM TITLE: Consideration of a Resolution authorizing the City Manager to execute the Yakima Tourism Promotion Area Administration Agreement with the Yakima Valley Visitors and Convention Bureau. SUBMITTED BY: John Cooper, President/CEO, YVVCB Michael A. Morales, Deputy Director CED CONTACT: Michael Morales, 575-3533 SUMMARY EXPLANATION: The Yakima City Council established the Yakima County Tourism Promotion Area (TPA) in 2004 (Ordinance No. 2004-12), based upon a petition by the operators of lodging businesses and under the authority of RCW Chapter 35.101. Under Ordinance 2004-12, certain tourism promotion charges are imposed to fundfl the promotion of tourism and convention businesses within the TPA. The city also executed a TPA interlocal agreement with the cities of Selah, Union Gap, and Yakima County. Section 6 of the interlocal agreement authorizes the City of Yakima to contract with a separate, party for the administration of the TPA. The City Council also authorized the Yakima Tourism Promotion Area Administration Agreement with the Yakima Valley Visitors and Convention Bureau to carry out TPA activities. This agreement is set to expire on December 31, 2009. With council approval, a new five-year agreement will be executed with the YVVCB, with an expiration date of December 31, 2014. Under the terms of the Administration Agreement, the YVVCB, in conjunction with the Hotel - Motel Commission, will administer TPA activities and programs, and prepare the TPA annual budget (subject to approval by the Yakima City Council). The commission has reviewed and recommended approval of the agreement (letter attached). Resolution X Ordinance Other (Specify) Contract Mail to (name and address):. Phone: Funding Source APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Staff recommends approval of the agreement. BOARD RECOMMENDATION: Hotel -Motel Commission recommends approval COUNCIL ACTION Holiday Inn Express 1001 East 'A" Street Yakima, WA 98901 t: 509.249.1000 f: 509.249.5995 1.800.HOLIDAY hiexpress.com/yakimawa Date: October 26, 2009 TO: Yakima City Council FROM: Wanda Riel, Chair Yakima Hotel and Motel Commission RE: Yakima Tourism Promotion Area Administration Agreement The Yakima Hotel and Motel Commission was formed in 2004 to oversee the programs and budget of the Tourism Promotion Area (TPA). At their meeting October 21, 2009, in addition to approving the 2010 budget, the Yakima Hotel, and Motel Commission authorized me to write a letter of support for the renewal of the TPA Administration Agreement with the Yakima Valley Visitors and Convention Bureau. We believe they have done an exceptional job in managing the funds and developing TPA funded programs to bring groups and visitors to the cities involved in the TPA. Thank you for your consideration. cday,ce„ Wanda Riel Independantly uvored arrO operated ry Cedar inns, Inc. YAKIMA