HomeMy WebLinkAboutR-2005-029 Yakima Valley Visitors & Convention Bureau AgreementRESOLUTION NO. R 2005 - 29
A RESOLUTION authorizing and directing the City Manager of the City of
Yakima to execute an agreement between the City of Yakima and
the Yakima Valley Visitors and Convention Bureau for the
management, operation and maintenance of the Visitor
Information Center.
WHEREAS, the City of Yakima owns the Visitor Information Center
("Center") at 101 North Fair Avenue, Yakima, Washington, for the purpose of
promoting tourist activities vital to the local economy; and
WHEREAS, the City does not have the personnel or resources necessary to
manage, operate and maintain the Center; and
WHEREAS, the Yakima Valley Visitors and Convention 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 has the experience and expertise to manage, operate
and maintain the Center, and the City previously executed an agreement with the
Bureau to do so ("City Contract No. 2002-39"); and
WHEREAS, during the City's annual budget process, the Bureau requested
that the City pay the Bureau a service fee of $40,000 for the management and
operation of the Center during 2005; and
WHEREAS, on December 7, 2004, the Yakima City Council approved the
Bureau's budget; and
WHEREAS, an agreement in a form substantially similar to the attached
agreement would revise and replace City Contract No. 2002-39 to reflect these
circumstances; and
WHEREAS, the City Council deems it to be in the best interest of the City of
Yakima to authorize execution of an agreement between the City of Yakima and the
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Yakima Valley Visitors and Convention Bureau for the management, operation and
maintenance of the Visitor Information Center, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute an agreement
in a form substantially similar to the attached "Visitor Information Center
Management and Promotion Agreement" between the City of Yakima and the
Yakima Valley Visitors and Convention Bureau for the management, operation and
maintenance of the Visitor Information Center. The final form of the agreement
shall be subject to the approval of the City Attorney.
ADOPTED BY THE CITY COUNCIL this 1St day of February, 2005.
ATTEST: Paul P. George, Mayor
illeZA-ew /0-0.-64
City Clerk
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VISITOR INFORMATION CENTER
MANAGEMENT AND PROMOTION AGREEMENT
This Visitor Information Center Management and Promotion Agreement
(hereinafter the "Agreement") is entered into 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
"Bureau").
Whereas, the City is in the process of designing and constructing the Visitor
Information Center ("Center") at 101 North Fair Avenue, Yakima, Washington. The Center
shall be used to promote tourist activities vital to the local economy. The City desires to
have the Bureau manage and promote the Center 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. The Bureau is
willing to manage and promote the Visitor Information Center 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. Management and Operation Duties.
The Bureau shall manage, operate and maintain the Visitor Information Center
located at 101 North Fair Avenue, Yakima, Washington. A legal description of the real
property upon which the Center shall be located is attached hereto as Exhibit "A" and
incorporated herein by this reference. The Executive Director of the Bureau shall serve as
Center Manager. The Bureau shall provide all personnel and general staff necessary for the
operation of the Center.
The Center shall be managed, operated and maintained by the Bureau for the
purpose of promoting tourist activities within the City and the Yakima Valley. The Bureau
shall manage, operate and maintain the Center in full compliance with any and all terms,
conditions, restrictions, limitation and other requirements imposed/mandated by the
Washington State Department of Transportation.
2. Center Budget.
With assistance from the City Manager and/or his staff, the Bureau shall annually
submit to the City a proposed Center Budget ("Budget") during the City Council's normal
budget preparation cycle. For budget purposes, the Bureau shall be treated like any other
City department as to timing, form of the budget document, and internal review by the
City. The Budget shall be divided into two categories:
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• Center Management Budget. This category includes allocated funds for
payment of salaries, personnel wages and associated costs of maintaining
the Center staff and employees.
• Center Operations Budget. This category includes allocated funds to
cover the costs of the Center's daily operations, including routine and
minor repairs, general building maintenance, utility bills, and other
reasonable and foreseeable costs associated with operating and
maintaining the Center.
3. Term of Agreement.
This Agreement shall commence upon full execution by the parties and shall
continue in duration until terminated by either party. Either party may terminate this
Agreement, with or without cause, by providing the other party with written notice of
termination at least ninety (90) calendar days prior to the termination date.
4. Service Fee.
a. 2005 Service Fee. In consideration of the Bureau's operating and managing the
Center during the period of January 1, 2005, through December 31, 2005, but subject to the
limitations described below, the City shall pay the Bureau an annual service fee of Forty
Thousand Dollars ($40,000.00). The fee shall be paid in twelve (12) equal monthly
installments. Payment of any portion of the service fee is expressly conditioned upon the
services provided being satisfactory to the City and upon the availability of funds.
b. Service Fee for Future Years. The Bureau's proposed annual Center Budget
that is submitted in accordance with Section 2 shall include a proposed annual service fee.
If the City Council approves the proposed annual service fee (or other amount) during the
budget process, that approved fee shall be paid by the City in twelve (12) equal monthly
installments. Again, payment of any portion of the service fee is expressly conditioned
upon the services provided being satisfactory to the City and upon the availability of
funds.
c. Other Funding. Throughout the term of this Agreement, the Operator shall
diligently seek and obtain other funding from other sources (e.g., sponsorships, federal and
state grants) to operate, manage and maintain the Center.
5. Utilities.
The Bureau shall be responsible for and shall pay all charges for lights, heat, gas,
telephone, water, power and any other utilities associated with the management and
operation of the Center, and shall not allow any charge(s) therefore to become delinquent
or to become liens upon the property or any part thereof, and all charges of whatsoever
nature against the property caused in the course of management and operation of the
Center by the Bureau shall be paid before delinquency.
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6. Building Operation and Maintenance.
The Bureau shall keep and maintain all portions of the Center and surrounding
grounds in an attractive, clean, sanitary, and usable condition at all times. Maintenance
shall include but not be limited to: keeping the sidewalks and the parking area of the
Center free and clear of snow, ice, and other obstructions; keeping the grass, lawn, flowers,
and shrubbery of the Center adequately watered and in good order and condition;
replacement of broken glass; maintaining all wiring, lighting fixtures, plumbing, drainage,
heating, and air conditioning in good order and condition; and repair of damage resulting
from vandalism or accidents. Upon termination of this Agreement, the Bureau shall
surrender the Center surrounding premises to the City in as good a condition as such were
at the commencement of the Agreement, reasonable wear and tear excepted.
7. Major Repairs.
No alterations, remodeling, major repairs (repairs in excess of $2,500.00), and capital
improvements to the Center and the surrounding grounds will be performed or
constructed without the written approval of the City. The costs and expenses of such
alterations, remodels, major repairs, and/or capital improvements shall be mutually
agreed to by and between the City and the Bureau prior to the commencement of such
alterations, remodels, major repairs, and/or capital improvements.
8. 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 revenues of the management, operation and
maintenance of the Center under 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 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 City representatives and/or the Washington State
Auditor. Such books, accounts, records, documents and other materials may be copied by
representatives of the City and/or of the Washington State Auditor as part of such an
inspection/audit. The Bureau shall preserve and make available all such books, accounts,
records, documents and other materials for a period of at least three (3) years after
termination of this Agreement.
9. Insurance.
a. Commercial 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 commercial 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 (any statement in the
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certificate to the effect of "this certificate is issued as a matter of information only and
confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect
for the duration of this Agreement. The policy shall name the City, its 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 (any language in the clause to the effect of "but failure
to mail such notice shall impose no obligation or liability of any kind upon the company"
shall be crossed out and initialed by the insurance agent). 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. Fire Casualty & Extended Coverage Insurance. The City shall maintain all
necessary fire, casualty and extended coverage insurance on the Center and its contents in
such amount as the City deems appropriate. Any funds derived from such insurance shall
be used to repair or replace the damaged items or property, but should the property as a
whole be damaged to the extent of over fifty percent (50%) of its value, either party may
cancel this Agreement by written notice to the other within sixty (60) days following the
damage.
c. Industrial Insurance. The Bureau shall comply with the provisions of RCW
Title 51, Industrial Insurance. For the duration of this Agreement, the Bureau shall provide
or purchase industrial insurance coverage for its employees, as may be required of an
"employer" as defined in RCW Title 51, and shall maintain full compliance with RCW Title
51.
10. Hold Harmless and Indemnification.
a. The Bureau agrees to protect, defend, indemnify, and hold harmless the City,
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
management, operation and maintenance of the Center 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 attorney's 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.
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11. No Liability 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.
12. Report of Activities.
The Bureau shall submit to the City Council during February of each year a written
report addressing management, operational and promotion aspects of its performance of
this Agreement during the prior year.
13. Inspection of Center and Surrounding Premises.
The City and its agents or designates shall have the right to enter and inspect the
Center and surrounding premises at all reasonable times.
14. Independent Contractor Status of Bureau.
The Bureau and the City understand and expressly agree that the Bureau is an
independent contractor in the performance of each and every part of this Agreement. 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, as an independent contractor, assumes the entire responsibility for
carrying out and completing the work/services required under this Agreement. The
Bureau shall be responsible for ensuring that all employees, agents and subcontractors are
licensed and authorized to operate the equipment necessary to perform this Agreement,
with all required fees and permits paid and in good standing, in accordance with law. The
Bureau and its employees shall make no claim of City employment nor shall claim against
the City any related employment benefits, social security, and/or retirement benefits.
15. 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 the Bureau's
management, operation and maintenance of the Center. In the event the City is assessed a
tax or assessment as a result of this Agreement, the Bureau shall pay the same before it
becomes due.
16. Non -Discrimination.
During the performance of this Agreement, the Bureau shall not discriminate 011 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
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compensation, selection for training, and the management, operation and maintenance of
the Center under this Agreement.
17. 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 management, operation and maintenance of the Center
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.
18. Compliance with Law.
The Bureau shall manage, operate and maintain the Center 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.
19. 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.
20. 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 the City determine that the severed portions substantially alter this
Agreement so that the original intent and purpose of the Agreement no longer exists, the
City may, in its sole discretion, terminate this Agreement.
21. Non -Waiver.
The waiver by the Bureau or the City of the breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of any
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subsequent breach by either party or prevent either party thereafter enforcing any such
provision.
22. 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 City: City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
To Bureau: Kathy Coffey
Yakima Valley Visitors & 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.
23. 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.
24. Neutral Authorship.
Each of the provisions of this Agreement has been reviewed and negotiated and
represents the combined work product of both parties hereto. No presumption or other
rules of construction which would interpret the provisions of this Agreement in favor of or
against the party preparing the same shall be applicable in connection with the
construction or interpretation of any of the provisions of this Agreement.
25. 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.
26. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Washington.
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27. 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:
Dick ais
City Manager
Date: .2 - - o _5 -
ATTEST: ATTEST:
By: )--2
Date:
City Clerk
CITY CONTRAC r
RESOLUTION NO: A p
8
YAKIMA VALLEY VISITORS AND
CONV .: TION BURU INC.
ary Lu ehart
Chairman of the Board
Date:
Date:
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. % 0
For Meeting Of: Feb. 1, 2005
ITEM TITLE: Consideration of a Resolution authorizing execution of an agreement
with the Yakima Valley Visitors and Convention Bureau for the
management, operation and maintenance of the Visitor Information
Center
SUBMITTED BY: '- ' ook, Director of Community and Econ. Development
Cindy Epperson, Financial Services Manager C;1
CONTACT PERSON/TELEPHONE: Bill Cook, CED Director 575-6113
SUMMARY EXPLANATION:
During the 2005 budget process, the Yakima Valley Visitors and Convention Bureau
submitted a policy issue requesting that the City allocate $40,000 of Hotel/Motel tax
for operation and maintenance of the Visitor Information Center (VIC). Prior to 2005,
the VIC was supported by businesses that advertised in the facility. The policy issue
was proposed because the fee-based system was difficult to administer.
City Council approved this policy issue during their budget deliberations, so the
$40,000 is properly included in the 2005 budget. However, the existing contract with
the Bureau for maintenance of this facility required modification to reflect the
monetary support. The attached resolution authorizes the City Manager to execute an
updated contract.
Resolution X Ordinance Contract X Other (Specify)
Funding Source Tourist Promotion Fund 170—Hotel/Motel Tax
APPROVED FOR SUBMITTAL:
City Manager
STAFF RECOMMENDATION: Adopt the Resolution
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: Resolution adopted. RESOLiTPION R-2005-29