HomeMy WebLinkAboutR-2019-083 Renewal of Tourism Promotion Area Administration Agreement with Yakima Valley TourismA RESOLUTION
RESOLUTION NO. R-2019-083
authorizing a renewal of the Yakima Tourism Promotion Area
Administration Agreement with the Yakima Valley Visitors and
Convention Bureau
WHEREAS, the Tourism Promotion Area (TPA) is an important tool for the City's
investment in our local economy through tourism, created by Ordinance No 2004-17 and
revised by Ordinance No 2011-21 of the City Council of the City of Yakima, pursuant to the
authority of Chapter 35 101 RCW; and
WHEREAS, the Yakima Valley Visitors and Convention Bureau is a nonprofit
corporation that has the convention and tourism experience and staff expertise to administer
the Yakima Tourism Promotion Area, to prepare the TPA Annual Budget and provide
staffing services to the Yakima Hotel and Motel Commission, and
WHEREAS, the Bureau currently administers the activities and programs of the
Yakima County Tourism Promotion Area and prepares the TPA Annual Budget; and
WHEREAS, the Yakima Tourism Promotion Area Administration Agreement
attached hereto and incorporated herein by this reference includes revisions to the previous
agreement that better defines the desired scope of work, including more specific
requirements for accounting, budgeting, and reporting, as well as providing contract cost
limitations consistent with other City service contracts, and
WHEREAS, the City Council Partnership Committee has reviewed the attached
Agreement and has recommended it be presented to the City Council for approval, and
WHEREAS, the City Council has determined that it is in the best interest of the
residents of the City that the Yakima Tourism Promotion Area Administration Agreement be
approved, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute the attached and
incorporated Yakima Tourism Promotion Area Administration Agreement with Yakima
Valley Visitors and Convention Bureau to manage the Tourism Promotion Area through
December 31, 2024 in accordance with the terms of the Agreement.
ADOPTED BY THE CITY COUNCIL this 20th day of August, 2019.
ATTEST
Sonya Claa' Tee, City Clerk
YAKIMA TOURISM PROMOTION AREA
ADMINISTRATION AGREEMENT
By and Between
CITY OF YAKIMA
And
YAKIMA VALLEY VISITORS AND CONVENTION BUREAU
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 Yakima Valley Visitors
and Convention Bureau, a Washington nonprofit corporation (hereinafter the "Bureau").
I. Recitals
A. 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 with the terms and conditions of this Agreement.
B. The Bureau is a nonprofit 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.
C. The Bureau currently administers the activities and programs of the
Yakima County Tourism Promotion Area and prepares the TPA Annual Budget in
accordance with the terms and conditions of this Agreement.
II. Agreement
WHEREFORE, in consideration of the mutual covenants, promises and conditions set
forth herein, the City and the Bureau agree 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 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).
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b. "Lodging Business" means a business located within the Yakima County
Tourism Promotion Area that furnishes lodging taxable by the state under
Chapter 82.08 RCW 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 five voting
members are appointed by the City Council of the City of Yakima, with two
additional non -voting members, one appointed by the City Council and
one by the Board of County Commissioners of Yakima County, to provide
recommendations to the City Council of the City of Yakima for proposed
activities and expenditures to which the Yakima County Tourism
Promotion Area revenues may be applied, pursuant to the provisions of
RCW 35.101.010 through 140, 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 lodging furnished by a Lodging Business within the Yakima
County Tourism Promotion Area under the authority of RCW 35.101.050
for the purpose of providing funding for the promotion of tourism and
convention business in Yakima County.
g "Yakima County Tourism Promotion Area" means the Tourism Promotion
Area comprising the City of Yakima and the unincorporated area of
Yakima County created by the Ordinance No 2004-17 and revised by
Ordinance No. 2011-21 of the City Council of the City of Yakima, pursuant
to the authority of Chapter 35.101 RCW and as authorized by the
resolutions of the City Council of the City of Yakima and the Board of
County Commissioners of Yakima County, adopting the terms of this
Agreement.
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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. The Bureau shall provide and manage
accounting systems and staff to 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.
b. Preparation of TPA Annual Budget. The Bureau shall 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
September 1 of each year for review and approval. The Proposed budget
shall include forecasted revenue, staffing levels, expenditures and
marketing and promotion strategy summaries that provide proposed
accomplishments and statistical milestones. Any additional TPA revenue
expenditures must be submitted to the City Manager for inclusion on a
City Council agenda for Council review and approval.
c. Reporting. The Bureau shall submit a monthly report to the City
Manager that provides operational statistics and accomplishments, which
shall include (1) the number of city-wide hotel stays generated by the
Bureau, (2) the number of convention center event days and attendees,
(3) the number of material sporting events and attendees, together with
Marketing & Promotional activities and accomplishments The monthly
report shall also include a summary of monthly TPA revenue receipts and
expenditures. Changes in staffing shall also be included.
3. TPA Annual Budget. The TPA Annual Budget shall consist of:
a. A list of the Lodging Businesses and number of hotel rooms subject to the
Tourism Promotion Charges that includes a total estimate of the revenue
forecast to be received from all such Lodging Businesses.
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b. A proposed line -item expense budget with accompanying explanatory
statement describing all proposed uses of Tourism Promotion Area
revenue to accomplish 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. Expenditure of Tourism Promotion Charge Revenues.
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 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 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 lodging furnished by the 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
jurisdiction of the City of Yakima and the unincorporated
areas of Yakima County, as specified in the TPA Annual
Budget, that benefit local tourism and result in overnight
stays at Lodging Businesses within the TPA; and
iii. The marketing of Yakima County to the travel industry to
benefit local tourism and convention business and result in
overnight stays at Lodging Businesses 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 at Lodging Businesses within the TPA.
c. All Tourism Promotion Charge revenues received by the City of Yakima
from the Washington State Department of Revenue shall be deposited by
the City of Yakima in a separate fund and remitted to the Bureau's TPA
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Manager. No Tourism Promotion Charge revenues shall be disbursed
without City Council budgetary approval.
5. Annual Administration Fee. As compensation for the administrative
services provided by the Bureau under this Agreement, the Bureau shall retain
an Annual Administration Fee, said annual fee not to exceed the greater of
$19,000 or 2 95% of budgeted TPA revenue approved by City Council in the
Adopted Budget. The fee shall be retained in equal monthly installments of the
calculated annual fee amount. In the event that this Agreement is terminated
prior to its term, the Bureau shall be compensated on a pro-rata basis through
the termination date.
6. Term of Agreement. This Agreement shall commence January 1, 2020,
following full execution by the parties, and shall terminate at midnight, December
31, 2024.
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;
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 this 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; or
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 termination of this
Agreement, the City of Yakima agrees to make the property and/or equipment
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available to the successor TPA Manager for its use in conjunction with providing
similar services. Additionally, in the event of disestablishment of 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, Yakima
County and/or 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. Said 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
books, accounts, records, documents and other materials for a period of at least
seven (7) years after termination of Agreement.
10. Insurance Requirements.
a. Liability Insurance. On or before 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 and commercial umbrella
liability insurance with a total liability limit of the limits required in the
policy, subject to minimum limits of Two Million Dollars ($2,000,000.00)
per occurrence combined single limit bodily injury and property damage,
and Two Million Dollars ($2,000,000.00) general aggregate. The
certificate shall clearly state who the provider is, the coverage amount,
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, Yakima County
and their respective elected officials, officers, agents, employees, and
volunteers as additional insureds. The insured shall 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
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company or companies rated A-VII or higher in Best's Guide and
admitted in the State of Washington.
b. Automobile Liability Coverage. On or before this Agreement is fully
executed by the parties, the Bureau shall provide the City with a
certificate of insurance as proof of commercial automobile liability
insurance and commercial umbrella liability insurance with a total liability
limit of the limits required in the policy, subject to minimum limits of Two
Million Dollars ($2,000,000.00) per occurrence combined single limit
bodily injury and property damage. Automobile liability will apply to "Any
Auto" and be shown on the certificate. The required certificate of
insurance shall clearly state who the provider is, the coverage amount,
the policy number, and when the policy and provisions provided are in
effect. Said policy shall be in effect for the duration of this Contract. The
policy shall name the City of Yakima, Yakima County and their
respective elected officials, officers, agents, employees, and volunteers
as additional insureds. The insured shall 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. Failure of either or all of the additional insureds to report a claim under
such insurance shall not prejudice the rights of the named city or county
or their respective officers, employees, agents, and representatives
thereunder. The named city's and county's elected officials, officers,
principals, employees, representatives, and agents shall have no
obligation for payment of premiums as a result of being named as
additional insureds under such insurance. None of the policies issued
pursuant to the requirements contained herein shall be canceled,
allowed to expire, or changed in any manner that affects the rights of the
City until thirty (30) days after written notice to the City of such intended
cancellation, expiration or change.
d. 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.
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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 any resulting suits, actions, claims, liabilities,
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 or this Agreement 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
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, subcontractors 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
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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. Nondiscrimination. During the performance of this Agreement, the Bureau
shall not discriminate on the basis of age, sex, race, creed, religion, color,
national origin, marital status, disability, honorably discharged veteran or military
status, pregnancy, sexual orientation, and any other classification protected
under federal, state, or local law 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.
Bureau agrees to comply with the applicable provisions of State and Federal
Equal Employment Opportunity and Nondiscrimination statutes and regulations.
16. The Americans with Disabilities Act. The Bureau shall comply with the
Americans with Disabilities Act of 1990, 42 U.S.0 §§ 12101 et seq.("ADA") and
its implementing regulations and Washington state's anti -discrimination law as
set forth in Chapter 49.60 RCW ("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 therein, 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.
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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 other 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 respective addresses as
follows:
To the City. City Manager
City of Yakima
129 North 2nd Street
Yakima, Washington 98901
To the Bureau: President & CEO
Yakima Valley Visitors & Convention Bureau
10 North 8th Street
Yakima, Washington 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.
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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.
25. Venue. The venue for any action to enforce or interpret this Agreement shall lie
in a court of competent jurisdiction in Yakima County, Washington.
26. Dispute Resolution. The parties shall strive to resolve any dispute that may
arise through mutual cooperation and negotiation in good faith. If the dispute is
not resolved through negotiation, the parties may consider mediation or other
form of dispute resolution but only where mutually agreed to in writing.
WHEREFORE, the parties have executed this Agreement as set forth below:
CITY OF YAKIMA
By:
Date:
ATTEST:
77/
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city Manager . ,/Cooper, resident & CEO
, 2019 By: dpi GL at(l_a
YAKIMA VALLEY VISITORS AND
CONVENTION BUREAU
By. `` 110,
Sonya Claaktee, City Clerk
CITY CONTRACT NO: d 161- 1 'r
RESOLUTION NO'-�q� c� -+✓' J
B
Date:
ie Stickel, Chair of Board
, 2019
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEM ENT
Item No. 11.
For Meeting of: August 20, 2019
ITEM TITLE: Resolution authorizing a renewal of the Tourism Promotion Area
Administration Agreement with Yakima Valley Tourism
SUBMITTED BY: Steve Groom, Director of Finance and Budget
SUMMARY EXPLANATION:
The existing Tourism Promotion Area Administration Agreement expires December 31, 2019.
Contract language has been edited to include expanded details for scope of service, budget
submission requirements, specifics on administrative fees, and reporting requirements.
ITEM BUDGETED:
STRATEGIC PRIORITY:
APPROVED FOR
SUBMITTAL:
City Manager
STAFF RECOMMENDATION:
Adopt resolution.
BOARD/COMMITTEE RECOMMENDATION:
Partnership committee reviewed, considered proposed changes, and approved for council
review. All proposed changes are included in the attached documents.
ATTACHMENTS:
Description
esolution
D ent - redl i n
ent - clean
Upload Date
/12019
112019
/12019
Type
ergo
ergo
erno