HomeMy WebLinkAboutR-2004-155 Yakima Valley Visitors and Convention Bureau AgreementRESOLUTION NO. R-2004- 155
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 ("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; and
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 the attached Administration Agreement; and
WHEREAS, the Yakima Hotel and Motel Commission recommends that the City
execute the attached Administration Agreement with the Bureau 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 the attached 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 attached "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 this 5th day of October, 2004.
ATTEST: Paul P. George, Mayor
City Clerk
YAKIMA TOURISM PROMOTION AREA
ADMINISTRATION 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 to administer the activities
and programs of the Yakima County Tourism Promotion Area ("TPA") and to prepare the
TPA Annual Budget in accordance with 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 and 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, sublessee, 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 County Commissioners of Yakima County, to
provide recommendations to the City Council of the City of Yakima on proposed uses and
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projects of the Yakima County Tourism Promotion Area, pursuant to the provisions of
RCW 35.101.130(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 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. 2004-12of 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
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 Tourism Promotion Charges and
an estimate of the revenue to be 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.
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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 the
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 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 Lodging Businesses situated within the TPA shall
be used for the following purposes only.
i. 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
iii. 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.
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6. Term of Agreement.
This Agreement shall commence upon full execution by the parties and shall
terminate at midnight, December 31, 2009, 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' advanced
written notice to the other party;
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 sole 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, 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 state government representatives as part of such an
inspection/audit. The Bureau shall preserve and make available all such books, accounts,
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records, documents and other materials for a period of at least three (3) years after
termination of this 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 their 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.
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 their 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 shall be 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/or 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
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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 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 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.
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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 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
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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: Dick Zais, City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
To the Bureau: Kathy Coffey, President and CEO
Yakima Valley Visitors and Convention Bureau
10 North Eighth 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 all 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.
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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.
CITY OF YAKIMA, WASHINGTON
By:
R. A. Zais, Jr., City Manager
Date: 1 0 — I Y—n
ATTEST:
YAKIMA VALLEY VISITORS AND
CONVENTION BUREAU, INC.
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Kat y C. ey, P esidenJaV.
By
Date:
By:
Gary
Directors
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Date:
City Clerk
10 -14f--0
CITY CONTRAC r
RESOLUTION NO: /ID a/•1 SV /5
9
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.: /02-
For
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For Meeting of: October 5, 2004
ITEM TITLE: Consideration of Resolution Authorizing Yakima Tourism Promotion
Area Administration Agreement with Yakima Valley Visitors and
Convention Bureau
SUBMITTED BY: Kathy Coffey, President / CEO, Yakima Valley Visitors and
Convention Bureau
Glenn Rice, Assistant City Manage'
CONTACT PERSON/TELEPHONE: Glenn Rice (575-6123)
SUMMARY EXPLANATION:
Recently, and upon the petition of the operators of lodging businesses and under the authority of
RCW Chapter 35.101, the Yakima City Council passed Ordinance No. 2004-12, establishing
the Yakima County Tourism Promotion Area ("TPA"). Under said ordinance, certain tourism
promotion charges are imposed to fund the promotion of tourism and convention businesses
within the TPA. The City also executed a TPA interlocal agreement with the City of Selah, the
City of Union Gap, and Yakima County. Section 6 of the interlocal agreement expressly
authorizes the City of Yakima to contract with a separate party for the administration of the
TPA.
Attached for City Council consideration is a proposed Yakima Tourism Promotion Area
Administration Agreement ("Agreement") with the Yakima Valley Visitors and Convention
Bureau ("Bureau"). Under the Agreement, and in conjunction with the Yakima Hotel and
Motel Commission, the Bureau would administer TPA activities and programs, and prepare the
TPA annual budget (subject to the express approval of the City Council). At its meeting on
September 30, 2004, the Commission reviewed the Agreement. The Commission approves of
the Agreement and recommends passage of the resolution authorizing execution of the
Agreement with the Bureau.
Resolution X Ordinance Contract X Other Specify:
Funding Source:
APPROVAL FOR SUBMITTAL: '---.4.::....,-----2,--..=-, •
City Manager
STAFF RECOMMENDATION: Approve resolution authorizing Yakima Tourism Promotion
Area Administration Agreement
BOARD/COMMISSION RECOMMENDATION: Approve resolution authorizing Yakima
Tourism Promotion Area Administration Agreement
COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2004-155