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
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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
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ADOPTED BY THE CITY COUNCIL this 17th day of February, 2015.
ATTEST: Micah Cawley, Mayor
Sonya Claar Tee, City Clerk
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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.
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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.
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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
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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
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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