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HomeMy WebLinkAbout02/17/2015 10 Sundome Economic Development Marketing Agreement with Central Washington Fair AssociationBUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 10. For Meeting of: February 17, 2015 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII ITEM TITLE: Resolution authorizing an agreement with Central Washington Fair Association for economic development and marketing relating to the SunDome in the amount of $100,000 SUBMITTED BY: Sean Hawkins, Economic Development Manager Cindy Epperson, Director of Finance and Budget SUMMARY EXPLANATION: In the spring of 2014, the Central Washington Fair Association ("Association") requested funding in the amount of $100,000 for SunDome marketing and operations. The recent recession had negatively affected operations, and the Association has needed to draw down on reserves in several prior years, so there was no "safety net" for 2015 operations. Because the SunDome is a tourism -related facility owned or operated by an eligible nonprofit organization, hotel/motel tax can be used to supplement its marketing and operating expenses. In accordance with RCW 67.28, the Lodging Tax Committee convened to review the Association's request, and unanimously agreed to allocate $75,000 of hotel/motel tax in 2015. In addition to this allocation of resources, during the 2015 budget development process, City Council agreed to use $25,000 from the General Fund to bring the total support to $100,000, and this amount is included in the 2015 budget. The attached resolution authorizes the City Manager to execute the contract which details the terms of the agreement. Resolution: X Other (Specify): Contract: X Contract Term: 1 year Start Date: January 1, 2015 End Date: December 31, 2015 Item Budgeted: Yes Amount: $100,000 Funding Source/Fiscal Impact: Hotel/Motel Tax --$75,000; General Fund -- $25,000 Strategic Priority: Economic Development Insurance Required? No Ordinance: Mail to: Greg Stewart, President/General Manager, Central Washington Fair Association, 1301 S Fair Ave., Yakima, WA 98901 Phone: APPROVED FOR SUBMITTAL: RECOMMENDATION: Adopt Resolution ATTACHMENTS: Description City Manager Upload Date Resolution for CWSF Agreement 2/9/2015 CWSF Agreement 2/6/2015 Type Resollution Contract A RESOLUTION RESOLUTION NO. R -2015 - approving and authorizing City Manager to execute and administer an agreement with Central Washington Fair Association for economic development and marketing relating to the SunDome in the amount of $100,000. WHEREAS, the Central Washington Fair Association is a nonprofit corporation of the State of Washington whose primary purposes are to operate a state fair and facilities such as the Sun Dome, to promote agricultural and economic development opportunities, and tourism in the City of Yakima; and WHEREAS, the Central Washington Fair Association previously requested funding from hotel -motel tax revenues in order to operate its facilities for the promotion of such purposes; and WHEREAS, in accordance with the purposes and procedures of Chapter 67.28 RCW, the Lodging Tax Advisory Committee for the City of Yakima authorized an allocation of $75,000 from hotel -motel tax revenues to the Central Washington Fair Association; and WHEREAS, after consideration of the request for funding from the Central Washington Fair Association and the allocation authorized by the Lodging Tax Advisory Committee, the City Council found and determined that an agreement with the Central Washington Fair Association and the City of Yakima should be drafted whereby the Central Washington Fair Association should receive the $75,000 in authorized hotel -motel tax revenues together with an additional $25,000 appropriated from the City's general fund or other available source; and WHEREAS, the City Council finds and determines that the attached "Yakima Economic Development Marketing Agreement" will promote tourism and economic development within the City of Yakima, all in accordance with Chapter 67.28 RCW, and that approval of such Agreement is in the best interests of residents of the City of Yakima and will promote the general health, safety and welfare; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: Section 1. The "Yakima Economic Development Marketing Agreement," by and between the City of Yakima and the Central Washington Fair Association, a copy of which Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference, is hereby approved. Section 2. The City Manager is hereby authorized to execute and administer the attached Agreement approved in Section 1 above; now, therefore 1 ADOPTED BY THE CITY COUNCIL this 17th day of February, 2015. ATTEST: Micah Cawley, Mayor Sonya Claar Tee, City Clerk 2 YAKIMA ECONOMIC DEVELOPMENT MARKETING AGREEMENT By and Between CITY OF YAKIMA And CENTRAL WASHINGTON FAIR ASSOCIATION THIS YAKIMA ECONOMIC DEVELOPMENT MARKETING AGREEMENT (hereinafter the "Agreement") is executed by and between the City of Yakima, Washington, a municipal corporation (hereinafter the "City") and Central Washington Fair Association, a Washington nonprofit corporation (hereinafter the "Association"). I. Recitals A. The City desires to contract with the Association for the promotion and marketing of economic development, tourism and recreational activities, opportunities and programs within the City. B. The Association is a nonprofit corporation with charitable tax exempt status under Internal Revenue Code §501(c)(3) whose primary purpose is to conduct an annual agricultural fair, but whose activities include promotion of economic development, recreational activities and tourism within the City and Central Washington. C. The parties agree that Association will administer the funds and activities described below to promote economic development, recreational activities and tourism within the City in accordance with the terms and conditions of this Agreement. D. In 2014, the Lodging Tax Advisory Committee for the City of Yakima found and determined that the Association should receive $75,000 from hotel/motel tax revenues pursuant to RCW 67.28.1816 to allow the Association to operate so as to promote economic development, recreational and tourism opportunities within the City of Yakima. E. The City Council of the City, during consideration and approval of the City's 2015 Budget, approved the recommendation of the Lodging Tax Advisory Committee, and further approved and included additional funding in the amount of $25,000 in general funds to be appropriated for the uses and purposes set forth below. 1 11. Agreement WHEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the City and the Association agree as follows: 1. Payment of Funds by City. In compensation for the services provided by the Association under this Agreement, the City shall pay the Association an Administration Fee. The amount of the Administration Fee shall be One Hundred Thousand Dollars ($100,000.00), payable in equal quarterly installments and supported by a description of services performed as deemed necessary or appropriate by City. The City shall make each payment to the Association on or before March 15, June 15, September 15 and December 15, 2015. In the event Association incurs any fiscal obligation within the scope of services of this Agreement that requires payment of more than the established quarterly allocation, Association may make request for payment of such additional amount. If such additional payment is approved by City, the funds remaining from the original annual appropriation shall be disbursed in equal amounts in the remaining quarters to Association. In the event that the Agreement is terminated prior to expiration of the one-year term of this Agreement, the Association shall be compensated on a pro -rata basis for work performed through the termination date. 2. Term of Agreement. This Agreement shall commence January 1, 2015 following full execution by the parties and shall terminate at midnight, December 31, 2015. 3. Scope of Services. The Association shall use the funds received from the City to support the Association's operations of the Sun Dome and other facilities in order to promote economic development opportunities within the City and region; to promote the availability of recreational activities and opportunities within the City, region and Association's facilities; to promote tourism within the City; and to provide for the administration of such activities. The "promotion of economic development, recreation and tourism" means and includes activities and expenditures designed to increase tourism, recreational use and economic development, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists, promoting recreational opportunities and major sporting and entertainment events within the City and Association's facilities, cooperating with tourism destination marketing organizations and other persons, organizations and public or private agencies promoting economic development opportunities within the City. Such funds may also be used to defray Association's costs incurred from managing such and administering such activities. 2 4. Association's Action Plan, Proposed Budget and Reports. The Association will use the funds for operation of the SunDome and Association facilities and to support and promote economic development, recreation and tourism by marketing activities 1 within the SunDome. The Association plans to host up to 94 events in such facilities during 2015, which events are anticipated to attract over 400,000 people and generate hotel/motel overnight stays. Association will prepare and provide to City a written quarterly report listing and describing the Association's 2015 events, plans, programs and timelines to provide the services described in Section 3 above and will prepare and provide to the City any reports required pursuant to RCW 67.28.1816(2). Association will consult with City in the preparation of such Action Plan, and City reserves the right to require modifications of such Action Plan if the City determines that such modifications are reasonably necessary to accomplish the purposes of this Agreement. No portion of the Administration Fee shall be used by Association for capital expenditures or for the purchase of capital assets. 5. Termination of Agreement. This Agreement may be terminated by either party for any reason upon thirty (30) calendar days' advance written notice to the other party. Upon the effective date of termination, City shall have no further obligation to pay any remaining funds to Association except for those funds necessary to defray costs of any contracts with third parties entered into by Association for the sole benefit of City as set forth in the Action Plan. Notwithstanding the above, upon termination of this Agreement by City pursuant to this Section 5, Association shall use best efforts to terminate any contract for the sole benefit of City entered into by Association for the sole benefit of City unless otherwise directed in writing by City. 6. Property and Equipment. The parties do not intend to purchase property and equipment with the proceeds paid to Association pursuant to this Agreement. 7. Records and Accounts. The Association 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 and/or of the Washington State Auditor. The Association 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 Association shall preserve and make available all books, accounts, records, documents and other materials for a period of at least three (3) years after termination of Agreement. 8. Insurance. It is understood the City does not maintain liability insurance for the Association and/or its officers, employees, agents and/or subcontractors. 9. Hold Harmless. a. The Association 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 Association, its officers, employees, agents, and/or subcontractors, arising out of or in connection with duties, obligations, and services required of the Association under this Agreement. b. In the event that both the Association and the City are negligent, the Association'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 Association, its officers, employees, agents and/or subcontractors. c. Nothing contained in this Section or this Agreement shall be construed to vest a right of defense and/or indemnification in any third party. d. The provisions of this Section or this Agreement shall survive the termination or expiration of this Agreement. 10. Independent Contractor. In performing this Agreement, the Association 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 Association 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 Association 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. 11. Taxes and Assessments. The Association shall be solely responsible for compensating its officers, employees, agents and/or subcontractors and for paying all 4 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 Association under this Agreement, the Association shall pay the same before it becomes due. 12. Nondiscrimination. During the performance of this Agreement, the Association 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. Association agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. 13. The Americans with Disabilities Act. The Association 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. 14. Compliance with Law. The Association 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. 15. Assignment. This Agreement, or any interest therein, or claim hereunder, shall not be assigned or transferred in whole or in part by the Association 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 Association as stated herein. 16. 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 5 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. 17. 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. 18. 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: or to such demands delivered. addresses To the City: Tony O'Rourke, City Manager City of Yakima 129 North 2nd Street Yakima, Washington 98901 To the Association: Greg Stewart, President/General Manager Central Washington Fair Association 1301 South Fair Avenue Yakima, Washington 98901 addresses as the parties may hereafter designate in writing. Notices and/or shall be sent by registered or certified mail, postage prepaid or hand - Such notices shall be deemed effective when mailed or hand -delivered at the specified above. 19. 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. 20. 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. 21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 22. Venue. The venue for any action to enforce or interpret this Agreement shall He in the Superior Court of Washington for Yakima County, Washington. 23. 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 CENTRAL WASHINGTON FAIR ASSOCIATION By: By: Tony O'Rourke, City Manager Date: , 2015 ATTEST: By: Sonya Claar Tee, City Clerk 7 Greg ewart, President/General Manager Date: D2- , 2015