18-024.00 Spokane Valley Heritage Museum: Lodging Tax Grant Ig-o2q
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 Spokane Valley Heritage Museum,
hereinafter referred to as "Entity,"jointly referred to as "Parties."
DEFINITIONS
1. 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.
2. 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 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 provide a completed Exhibit 2 to the City with an estimate of the number of visitors
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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 tourism promotion as
specified in Exhibit 1 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 January 15,2019 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 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 $13,000.
8. Payment. City shall 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 2018. The proof of expenses shall be forwarded to the
Finance Director at the below stated address no later than January 15, 2019.
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,or federal or state law.
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9. Notice. Notice shall be given in writing as follows:
TO CITY: TO ENTITY:
Name: Chelsie Taylor, Finance Director Name: Jayne Singleton
Phone Number: 509-720-5040 Phone Number: 509-922-4570
Address: 10210 E. Sprague Ave Address: PO Box 141341
Spokane Valley, WA 99206 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 be an independent contractor and not the agent or employee of City,
that City is interested in only the results to be achieved, and that the right to control the particular manner,
method, and means in which the services are performed is solely within the discretion of Entity. Any and
all employees who provide services to City under this Agreement shall be deemed employees solely 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 Agreement 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 at least as broad as ISO occurrence form
CG 00 01 and shall cover liability arising from premises,operations, stop-gap independent
contractors and personal injury and advertising injury. City shall be named as an additional
insured under Entity's commercial general liability insurance policy with respect to the
work performed for the City using an additional insured endorsement at least as broad as
ISO CG 20 26.
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:
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1. Automobile liability insurance with a minimum combined single limit for bodily injury
and property damage of no less than $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 for each occurrence, and $2,000,000 for general aggregate.
C.Other Insurance Provisions. The 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 in
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, which shall be Exhibit 4. The certificate shall specify all of the parties who are
additional insureds, and shall 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.
F. Failure to Maintain Insurance. Failure on the part of the Entity to maintain the insurance as
required shall constitute a material breach of contract, upon which the City may, after giving at
least five days' written notice to Entity to cure the breach, immediately terminate the Agreement
or, at the City's discretion, procure or renew such insurance and pay any and all premiums in
connection therewith,with any sums so expended to be repaid to the City on demand,or at the sole
discretion of the City, offset against funds due the Entity from the City.
G. City Full Availability of Entity's Insurance Limits. If the Entity maintains higher insurance
limits than the minimums shown above, the City shall be insured for the full available limits of
commercial general and excess or umbrella liability maintained by the Entity, irrespective of
whether such limits maintained by the Entity are greater than those required by this Agreement or
whether any certificate of insurance furnished to the City evidences limits of liability lower than
those maintained by the Entity.
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.
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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 pursuant to RCW 4.24.115.
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.
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. A waiver
in one instance shall not be held to be a 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 prior 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.
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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 agreements. 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.
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- r
The Parties have executed this Agreement thisAy es�y of b rLrzi.1--- ,2018.
CITY OF SPOKANE VALLEY Entity: 5P09 VL-y gl-tSgloq
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Mark Calhoun, City Manager • I
Authorized Representative
ATTEST: APPROVED AS TO FORM:
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ristine Bainbridge, City Clerk ' Office 4 e Ci •tto -y
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Exhibit 1 and 2
ON FILE WITH CITY CLERK
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ACORD
CO CERTIFICATE OF LIABILITY INSURANCE . 4/25/2017
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(les)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 Cwwe ONTACT
Guy Williams
ASSOCIATED AGENTS GROUP r l i�Ext). (509) 928-7528 F�No):(509) 924-4788
PO Box 13008 ADDRESS:g4lilliams@aagi,us
Spokane Valley, WA 99213 INSURER(S) AFFORDING COVERAGE NAME
INSURER A:Hartford
INSURED Spokane Valley Heritage Museum INSURER B:
Po Box 141341 INSURERC:
Spokane Valley, WA 99214 INSURER D:
509 217 2737 INSURERE:
(509) 922-4570 INSURERF:
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.
OMR TYPE OF INSURANCE ADMsueR POLICY EFF POLICY EXP LIMITS
CTR INS() wvD POLICY NUMBER (MMIODIYYYY) (MMIDDIYYYY)
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
I CLAIMS-MADE X OCCURILITI CU
Y EAC (Eat occurrence) $ 11000,000
MED EXP(Any one person) S 10,000
A X 04/23/17 04/23/18 PERSONAL&ADV INJURY S 1,000,000
GEM.AGGREGATE LIMIT APPLIES PER 52SBAZP4595 GENERAL AGGREGATE S 2,000,000
POLICY PR
LOC PRODUCTS-COMP/OP AGG $ 2,000,000
OTHER: _ s
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident)
ANYAUTO BODILY INJURY(Per person) $
" ALL OWNED SCHEDULEDAUTO
BODILY.INJURY(Per accident) S
HIRED SAUTOS AUTOS AUTOS UINED (Per ROP
a accident)
AGE
S
UMBRELLA UAB OCCUR EACH OCCURRENCE S
^- EXCESS UAB CLAIMS-MADE AGGREGATE $
DEO RETENTIONS S
WORKERS COMPENSATION PER OTH-
Atm EMPLOYERS LIABILITYrIN STATUTE ER
ANT PROPMETCMPARTNERJEXECLITIVE E.L.EACH ACCIDENT S
OFFICERR EXCLUDED? NIA
IM.ndal.n la NN) E.L DISEASE-EA EMPLOYEE S
If yes,desat a under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101.Additional Remarks Schedule,may be atbrfied If mors space Is required)
Certificate Holder also listed as additional insured
•
•
•
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 Ste 106 •
Spokane Valley, WA 99206 AUTHORIZED REPRESENT. NE •
I
®1•% •CORD CORPORATION. All rights reserved.
AGGRO 25(2014/01) The ACORD name and logo are registered marks of • ••
Exhibit 3
Final Report on Numbers of Visitors and Paid Room Nights
Actual(or Estimated)
Total Overall Attendance
Select the method used to determine the attendance
from the chart below. **
Attendees who traveled 50 miles or more to attend
Total
Of total, attendees who traveled from another state or country
Select the method used to determine the attendance
from the chart below. **
Attendees who stayed overnight
Paid Accommodations
Unpaid Accommodations
Select the method used to determine the attendance
from the chart below. **
Paid Lodging Nights*
*one lodging night=one or more persons occupying one
room for one night
Select the method used to determine the attendance
from the chart below. **
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*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)
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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 $ $ $
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