14-028.00 Spokane Valley Heritage MuseumTOURISM PROMOTION AGREEMENT
WITH
THE CITY OF SPOKANE VALLEY
THIS AGREEMENT is made by and between the City of Spokane Valley, a non - charter code
City of the State of Washington, hereinafter referred to as "City," and Spokane Valley Heritage
Museum, hereinafter referred to as "Entity," jointly referred to as "parties."
DEFINITIONS
a. Tourism Promotion. "Tourism promotion" means activities, operations, and
expenditures designed to increase tourism, including but not limited to advertising,
publicizing, or otherwise distributing information for the purpose of attracting and
welcoming tourists; developing strategies to expand tourism; operating tourism
promotion agencies; and funding the marketing of or the operation of special events and
festivals designed to attract tourists.
b. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging
tax monies of the City of Spokane Valley which is allocated to Entity for tourism
promotion.
IN CONSIDERATION of the terms and conditions contained herein, the parties covenant and
agree as follows:
1. Purpose of Agreement. The purpose of this Agreement is for City and Entity to
promote tourism in the Spokane Valley. City agrees to make funds available to Entity for the purpose of
tourism promotion in an effort to attract visitors and create business and revenue in the City of Spokane
Valley.
2. Administration. The City Manager or his designee shall administer and be the primary
contact for Entity regarding terms of this Agreement. For good cause, as solely determined by City, City
may direct that Entity is no longer entitled to the use of said funds for tourism promotion and terminate
this Agreement.
3. Representations. Entity shall use the funds received from City for tourism promotion
and advertising solely for the purposes and in accordance with the proposal submitted by Entity to the
City, attached as Exhibit 1 and incorporated herein by reference. Entity shall perform the services and
work set forth in the proposal and promptly cure any failure in performance.
City has relied upon the representations made by Entity in the proposal. By execution of this
Agreement, Entity represents that the funds will be used for tourism promotion as defined by this
Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use
of the funds shall be made without the written consent of City. City shall make decisions and carry out its
other responsibilities in a timely manner.
4. Reporting. RCW 67.28.1816 was amended during the 2013 Legislative Session and
includes new reporting requirements for the Entity and the City on the use of funds distributed pursuant to
this Agreement and the estimated and actual number of increased visitors. These reports are required to
be provided from the Entity to City and from the City to the Joint Legislative Audit and Review
Page 1 of 10
Co I(- 02d
Committee (JLARC). The following provisions allow the Entity and City to meet their respective
requirements under RCW 67.28.1816.
A. Estimated Increase in Visitors. Within 30 days of the execution of this Agreement,
the Entity shall complete Exhibit 2 to the City an estimate of the number of visitors resulting from
the use of funds under this Agreement. The estimated number of visitors provided in Exhibit 2
shall be consistent with the Entity's proposal to the City for lodging tax funds, to the extent such
estimates were provided therein. The City shall not be obligated to reimburse Entity for any
expenses or distribute any funds under this Agreement until Exhibit 2 is fully completed and
submitted to the City.
B. Final Report on Increase in Visitors. Upon completion of the term of this Agreement,
the Entity shall complete Exhibit 3 and provide to the City a final report of the number of visitors
resulting from the use of funds under this Agreement and expenditures and uses of funds under
this Agreement. The numbers of visitors shall be based on an actual count, or if it is not practical
to make an actual count, a good faith best - estimate of the number of visitors resulting from the
use of funds under this Agreement. The final report shall describe the methods used to determine
the actual number of visitors, or in the event such numbers were determined from an estimate, the
methods used to determine such estimates. The City shall notify Entity by December 31, 2014, of
a reasonable deadline for Entity to complete and submit Exhibit 3 to the City.
C. City Reporting. The City shall provide the Entity's estimates in Exhibit 2 and final
report in Exhibit 3 to JLARC in a timely manner
5. Modifications. City may modify this Agreement and order changes in the work
whenever necessary or advisable. Entity will accept modifications consistent with state and local law
when directed orally or in writing by the City Manager or his designee.
6. Term of Contract. This Agreement shall be in full force and effect upon full execution,
and shall remain in effect until terminated either by Entity expending the allocated City funds or
completion of the tourism promotion activities.
Either party may terminate this Agreement by 30 days written notice to the other party or
with no notice upon a determination by the City Manager, City Council, ordinance or state law that the
funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such
termination, City shall cease and desist from distributing any further funds to Entity for work performed
or otherwise.
7. Compensation. City agrees to reimburse Entity for out of pocket costs incurred in an
amount not to exceed $13,100.
8. Payment. City will reimburse Entity periodically upon presentation of an invoice to
City. Entity shall be responsible for showing that the City funds were used for tourism promotion.
Qualified expenditures shall be expended in calendar year 2014. The proof of expenses shall be forwarded
to the Finance Director at the below stated address no later than January 15, 2015.
City reserves the right to withhold payment of funds under this Agreement which is determined in
the reasonable judgment of the City Manager or his designee to be noncompliant with the scope of work,
City standards, and City ordinances, directed by the City Council or federal or state law.
9. Notice. Notice shall be given in writing as follows:
Page 2 of 10
TO CITY:
Name: Mark Calhoun, Finance Director
Phone Number: 509- 720 -5040
Address: 11707 E. Sprague Ave., Ste 106
Spokane Valley, WA 99206
TO ENTITY:
Jayne Singleton
Phone Number: 509- 922 -4570
Address: PO Box 141341
Spokane Valley, WA 99206
10. Applicable Laws and Standards. The parties, in the performance of this Agreement,
agree to comply with all applicable federal, state, and local laws, ordinances, and regulations.
11. Relationship of the Parties. It is understood, agreed and declared that Entity, its
employees, agents and assigns shall not be the agent or employee of City with regard to any state, federal
or local laws. Any and all employees who perform services to City under this Agreement shall be
deemed employees of Entity. Entity shall be solely responsible for the conduct and actions of all
employees of Entity under this Agreement and any liability that may attach thereto.
12. Records. The City or State Auditor or any of their representatives shall have full access
to and the right to examine during normal business hours all of Entity's records with respect to all matters
covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts
or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and
record of matters covered by this contract for a period of three years from the date final payment is made
hereunder.
13. Insurance. Entity shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by Entity, its agents, representatives, employees
or subcontractors.
A. Minimum Scope of Insurance. Entity shall obtain insurance of the types described below:
1. Automobile liability insurance covering all owned, non - owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01
or a substitute form providing equivalent liability coverage. If necessary, the policy shall
be endorsed to provide contractual liability coverage. If use of vehicles pursuant to the
Agreement is only incidental, and Entity will not transport any persons not directly
related or affiliated with Entity, then Entity is only required to have automobile liability
insurance to meet at least minimum Washington state requirements.
2. Commercial general liability insurance shall be written on ISO occurrence form CG 00
01 and shall cover liability arising from premises, operations, independent contractors
and personal injury and advertising injury. The City shall be named as an insured under
Entity's commercial general liability insurance policy with respect to the work performed
for the City.
3. Workers' compensation coverage as required by the industrial insurance laws of the
State of Washington.
B. Minimum Amounts of Insurance. Entity shall maintain the following insurance limits.
Page 3of10
1. Automobile liability insurance with a minimum combined single limit for bodily injury
and property damage of $1,000,000 per accident. If Entity will not use its vehicles in the
performance of this Agreement, automobile liability insurance is only required to meet
Washington statutory minimum requirements.
2. Commercial general liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain,
the following provisions for automobile liability, professional liability and commercial general
liability insurance:
1. Entity's insurance coverage shall be primary insurance with respect to the City. Any
insurance, self - insurance, or insurance pool coverage maintained by the City shall be
excess of Entity's insurance and shall not contribute with it.
2. Entity shall fax or send electronically in .pdf format a copy of insurer's cancellation
notice within two business days of receipt by Entity.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best
rating of not less than A:VII.
E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement,
Entity shall furnish acceptable insurance certificates to the City at the time Entity returns the
signed Agreement. The certificate shall specify all of the Parties who are additional insureds, and
will include applicable policy endorsements, and the deduction or retention level. Insuring
companies or entities are subject to City acceptance. If requested, complete copies of insurance
policies shall be provided to the City. Entity shall be financially responsible for all pertinent
deductibles, self - insured retentions, and/or self - insurance.
14. Indemnification and Hold Harmless. Entity shall, at its sole expense, defend,
indemnify and hold harmless City and its officers, agents, and employees, from any and all claims,
actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages
of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors or omissions in
the services provided by Entity, Entity's agents, subcontractors, subconsultants and employees to the
fullest extent permitted by law, subject only to the limitations provided below.
Entity's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising
out of such services caused by or resulting from the sole negligence of City or City's agents or employees.
Entity's duty to defend, indemnify and hold harmless City against liability for damages arising out of such
services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) Entity,
Entity's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the
negligence of Entity, Entity's agents, subcontractors, subconsultants and employees.
Entity's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses
and liability to which it applies, City's personnel - related costs, reasonable attorneys' fees, and the
reasonable value of any services rendered by the office of the City Attorney, outside consultant costs,
court costs, fees for collection, and all other claim - related expenses.
Page 4 of 10
Entity specifically and expressly waives any immunity that may be granted it under the Washington State
Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any
way by any limitation on the amount or type of damages, compensation or benefits payable to or for any
third party under workers' compensation acts, disability benefit acts, or other employee benefits acts.
Provided, that Entity's waiver of immunity under this provision extends only to claims against Entity by
City, and does not include, or extend to, any claims by Entity's employees directly against Entity.
Entity hereby certifies that this indemnification provision was mutually negotiated.
15. Waiver. No officer, employee, agent or other individual acting on behalf of either party
has the power, right or authority to waive any of the conditions or provisions of this Agreement. No
waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All
remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in
addition to every other remedy provided herein or by law. Failure of either party to enforce at any time
any of the provisions of this Agreement or to require at any time performance by the other party of any
provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the
validity of this agreement or any part thereof.
16. Assignment and Delegation. Neither party shall assign, transfer or delegate any or all of
the responsibilities of this Agreement or the benefits received hereunder without first obtaining the
written consent of the other party.
17. Subcontracts. Except as otherwise provided herein, Entity shall not enter into
subcontracts for any of the work contemplated under this agreement without obtaining written approval of
City.
18. Confidentiality. Entity may, from time to time, receive information which is deemed by
the City to be confidential. Entity shall not disclose such information without the prior express written
consent of the City or upon order of a Court of competent jurisdiction.
19. Jurisdiction and Venue. This Agreement is entered into in Spokane County,
Washington. Disputes between the City and Entity shall be resolved in the Superior Court of the State of
Washington in Spokane County. Notwithstanding the foregoing, Entity agrees that it may, at the City's
request, be joined as a party in any arbitration proceeding between the City and any third party that
includes a claim or claims that arise out of, or that are related to Entity's services under this Agreement.
Entity further agrees that the Arbitrator(s) decision therein shall be fmal and binding on Entity and that
judgment may be entered upon it in any court having jurisdiction thereof.
20. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising
out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert
witness fees).
21. Entire Agreement. This written Agreement constitutes the entire and complete
agreement between the parties and supersedes any prior oral or written agreement. This Agreement may
not be changed, modified or altered except in writing signed by the parties hereto.
22. Anti - kickback. No officer or employee of City, having the power or duty to perform an
official act or action related to this Agreement shall have or acquire any interest in this Agreement, or
have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any
person with an interest in this Agreement.
Page 5 of 10
23. Severability. If any section, sentence, clause or phrase of this Agreement should be held
to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the
validity of any other section, sentence, clause or phrase of this Agreement.
24. Exhibits. Exhibits attached and incorporated into this Agreement are:
Exhibit 1: Entity's Proposal
Exhibit 2: Estimated Increases in Number of Visitors
Exhibit 3: Final Report on Number of Visitors
Exhibit 4: Insurance Certificates
The Parties have executed this Agreement this./ day
CITY OF SPOKANE VALLEY
4 i e Jacks , City Manager
ATTEST
hristine Bainbridge, ity Clerk
Page 6 of 10
-1L CL iL'\.. _ , 2014.
Entity: P o KA-C V A—itZ , j
�
By1
It Authorized Representative
APPROVED AS TO FORM:
Office of tll City Attorney
Exhibit 1
ON FILE WITH CITY CLERK
Page 7 of l0
Exhibit 2
Estimates in Number of Visitors Resulting from Use of Funds
�5 c-- LO
Category
Number
of In -State
Visitors
Number of
Out -of
State
Visitors
1. Visitors staying overnight in paid accommodations away from their
place of residence or business
6--10
a
2. Visitors staying overnight in unpaid accommodations (e.g. with
friends and family) and traveling 50 miles or more one way from their
place of residence or business.
AO 0
3. Visitors
staying for the day only and traveling more than 50 miles or
more one way from their place of residence or business.
4. Visitors attending but not included in one of the three categories
above.
9
�5 c-- LO
Exhibit 3
Final Report on Numbers of Visitors
Category
Number
of In -State
Visitors
Number
of Out -of
State
Visitors
1. (A) Visitors staying overnight in paid accommodations away from
their place of residence or business
(B) Describe method to actually determine or estimate numbers:
2. (A) Visitors staying overnight in unpaid accommodations (e.g.
with friends and family) and traveling 50 miles or more one way from
their place of residence or business.
`'``
(B) Describe method to actually determine or estimate numbers:
3. (A) Visitors staying for the day only and traveling more than 50 miles or more one way from their place of residence or business.
(B) Describe method to actually determine or estimate numbers:
4. (A) Visitors attending but not included in one of the three
categories above.
(B) Describe method to actually determine or estimate numbers:
Page 9 of 10
Exhibit 3 continued — Use of Funds
Please complete the following table with amount of funds received under this Agreement, Entity
matching amounts for the same event, festival, or purpose, and total amount spent for each
category:
CATEGORY
GRANT
AMOUNT
RECEIVED
ENTITY
MATCH
TOTAL
To be filled out by Public/Munici.al Agencies:
1. Municipality tourism marketing
$
$
$
2. Municipality event and festivals
$
$
$
3. Municipality facilities (operations
and ca. ital)
$
$
$
To be filled out by Non - Profit Agencies:
4. Non - municipal entities promoting
and advertising tourism
$
$
$
5. Non - municipal entities for marketing
and o . erating events and festivals
$
$
$
6. Non - municipal entities for
operations of tourism- related facilities
owned by non- .rofit organizations
$
$
$
TOTALS
$
$
$
Page 10 of 10
1I,......, JAN -13 -2014 08:40 GUY WILLIAMS INS.
® a CERTIFICATE OF LIABILITY INSURANCE
CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
IFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
- IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on thls certificate does not confer rights to the
P.01 /01
DATE(MM(DD/YYYY)
1/13/2014
certificate holder in lieu of such endorsement(s).
'ROOUCER,
ASSOCIATED AGENTS GROUP
PO' Box 13008
Spokane Valley,. WA 99213
C•NIACT
NAME: Guy Williams
PHONE 50.9) 928 -7528 I FAX (509) 924 =4788
ADDRESS: g$al lllams aagi . us
PRODUCER
CUSTOMER ID i1:
INSURER(S) AFFORDING COVERAGE
NAIC/
4SURED..
Spokane Valley Heritage Museum
Po Box. 141341
Spokane Valley, WA 99214
509 217 2737
INSURER A : Hartford
INSURER B
INSURER C :
INSURER D :
INSURER E :
INSURER F :
OVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
■R ADDL SUM POLICY EFF POLICY EXP LIMITS
_TR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYn)
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE
x
OCCUR
GEM_ AGGREGATE LIMIT APPLIES PER:
POLICY n JEC LOC
AUTOMOBILE LIABILITY
ANYAUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
52SBAZP4595
04/23/2013
04/23/2014
EACH OCCURRENCE
DAMAGE -ICI (hN D
PREMISES (Ea occurrence) $
MED EXP (Any one person) $ 10,000
$ 1,000,000
$ 2,000,000
$ 1,000,000
1,000,000
PERSONAL F. ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP /OP AGG $ 2,000,000
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS-MADE
DEDUCTIBLE'
RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNERIEXECUTIVE
OFFICERIMEMBER EXCLUDED?
(Mandatory in NH)
H yes, describe under
DESCRIPTION OF OPERATIONS below
EACH OCCURRENCE
AGGREGATE
$
Y/N
N/A
$
TORY LIIMITS I IOER
E.L EACH ACCIDENT $
E.L DISEASE - EA EMPLOYEE $
E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space is required)
Certificate holder also listed as an additional insured
CERTIFICATE HOLDER
CANCELLATION
City of Spokane Valley
Attn: Sarah Farr
• 'Finance Dept.
Fax: (509)688 -0236
Spokane Valley, WA
•
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRES ATIVE
ACORD25(2009 /09) The ACORD name and logo are registered
9 ACORD CORPO en/ed.
rks o CORD
TOTAL P.01