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15-059.00 HUB Sports Center IS- 0s1 TOURISM 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 HUB Sports Center, 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 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 a report substantially in the form of 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, 2015, of a reasonable deadline for Entity to complete and submit required reporting 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$40,000. 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 2015. The proof of expenses shall be forwarded to the Finance Director at the below stated address no later than January 15,2016. 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. Page 2 of 10 • 9. Notice. Notice shall be given in writing as follows: TO CITY: TO ENTITY: Name: Mark Calhoun,Finance Director Phil Champlin Phone Number: 509-720-5040 Phone Number: 509-927-0602 Address: 11707 E. Sprague Ave., Ste 106 Address: 19619 E. Cataldo Ave. Spokane Valley, WA 99206 Liberty Lake, WA 99016 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 3 of 10 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 final 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 3 day of 74,00-f-:I , 2015. CITY OI%,POKANE VALLEY Entity: 1-06:0) eLpi.) Mike 'ackson, kir Manager By: Its: Authorized Representative ATTEST: APPROVED AS TO FORM: C.ivc. - 4ud Gam. 'Christine Bainbridge, City Clerk Office he City orney Page 6 of 10 . Exhibit 1 and 2 ON FILE WITH CITY CLERK Page 7 of 10 Exhibit 3 Final Report on Numbers of Visitors and Paid Room Nights Total Paid Rooms Nights: Paid Lodging Nights for 2015 as a result of the award dollars used, and the methodology used to arrive at this number:* Overall Attendance as a result of the award dollars used: Category Number of Number of In-State Out-of State Visitors 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 8 of 10 *JLARC defines the Paid Lodging Night as "One Lodging night= one or more persons occupying one room for one night" **Methods in determining actual or estimated number of visitors and/or paid room nights: Direct Count: Actual count of visitors using methods such as paid admissions or registrations, clicker counts at entry points,vehicle counts or number of chairs filled. A direct count may also include information collected directly from businesses, such as hotels,restaurants or tour guides, likely to be affected by an event. Indirect Count: Estimate based on information related to the number of visitors such as raffle tickets sold,redeemed discount certificates,brochures handed out,police requirements for crowd control or visual estimates. Representative Survey: Information collected directly from individual visitors/participants. A representative survey is a highly structured data collection tool, based on a defined random sample of participants,and the results can be reliably projected to the entire population attending an event and includes margin of error and confidence level. Informal Survey: Information collected directly from individual visitors or participants in a non-random manner that is not representative of all visitors or participants. Informal survey results cannot be projected to the entire visitor population and provide a limited indicator of attendance because not all participants had an equal chance of being included in the survey. Structured Estimate: Estimate produced by computing known information related to the event or location. For example, one jurisdiction estimated attendance by dividing the square footage of the event area by the international building code allowance for persons(3 square feet). Other: (please describe) 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: GRANT AMOUNT ENTITY CATEGORY RECEIVED MATCH TOTAL To be filled out by Public/Municipal Agencies: 1. Municipality tourism marketing $ $ $ 2. Municipality event and festivals $ $ $ 3. Municipality facilities (operations and capital) $ $ $ To be filled out by Non-Profit Agencies: 4. Non-municipal entities promoting and advertising tourism $ $ $ 5. Non-municipal entities for marketing and operating events and festivals $ $ $ 6. Non-municipal entities for operations of tourism-related facilities owned by non-profit organizations $ $ $ TOTALS $ $ $ Page 10 of 10 I „......„.....•011,41SPOKVAL-12 LRICHARDSON AO'CRD" DATE(MM/DD/YYYY) .-- CERTIFICATE OF LIABILITY INSURANCE 11/7/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE 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 this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Moloney O'Neill/Alliant Insurance Services Inc PHONE 509 325-3024 F4X 509 325-1803 818 W Riverside#800 (A/C.No,Ext):( ) (A/c,No): ( ) Spokane,WA 99201 ADDRE-MAESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Philadelphia Indemnity Insurance Co INSURED INSURER B: Spokane Valley HUB INSURER C: 19619 E Cataldo Ave INSURER D: Liberty Lake,WA 99016 INSURER E: INSURER F: COVERAGES 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. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP W /YLIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DDYYY! A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X PHPK1255741 11/07/2014 11/07/2015 DAMAGE TO RENTED 1,000,000 CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 20,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- JECT _PRODUCTS PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) _ A ANY AUTO PHPK1255741 11/07/2014 11/07/2015 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOX H R DSAUTOS X AO-OWNED PROPERTY accident)DAMAGE —$ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N A ANY PROPRIETOR/PARTNER/EXECUTIVE PHPK1255741 11/07/2014 11/07/2015 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) City of Spokane Valley is Additional Insured with respect to General Liability as granted by the policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN p ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E Sprague Ave,Suite 106 Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD H:\Budgets\2015\Lodging Tax\2015 Requests and Awards.xlsx CITY OF SPOKANE VALLEY,WA 3/10/2015 2015 Lodging Tax Funding Requests and Awards Recommended by the Lodging Tax Advisory Committee(LTAC) i-2/25/2015,77 'A./10/2,057 ---- 7. . __ ou it LTAC , Council _.�� .. 4 r_.. �.. _._..Applicanty_A_-- „ i, �.. j Am}..Requested Recommend{ , _,Award,_ ,: 1) Visit Spokane-operations 282,110 230,000 230,000 2) Visit Spokane-visitor information center 46,320 0 0 3) City of Spokane Valley Parks and Rec-volleyball courts 120,000 68,000 68,000 4) City of Spokane Valley Parks and Rec-Centerplace marketing to regional meeting planners 30,000 17,000 17,000 5) Spokane Cnty Fair&Expo-marketing 30,000 30,000 30,000 6) Spokane Cnty Fair& Expo-interim marketing 8,000 8,000 8,000 7) Spokane Cnty Fair& Expo-exotic animal display 6,000 6,000 6,000 8) Valleyfest-marketing 50,000 31,600 31,600 Valleyfest-bike celebration-operations 14,000 0 0 9) Spokane Sports Commission 200,000 120,000 120,000 10) Spokane River Forum 1,000 1,000 1,000 11) Spokane Valley Heritage Museum 28,209 18,400 18,400 12) HUB Sports Center 40,000 40,000 ' 40,000 855,639 570,000 570,000 Rnd 2-Council