23-012.00CNCProductions2023LodgingTaxGrant23-012.00
TOURISM PROMOTION AGREEMENT
WITH
THE CITY OF SPOKANE VALLEY AND
CNC Productions, LLC
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 CNC Productions, LLC, 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 City of 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 shall not be obligated to and shall
not provide any funds for uses other than those set forth in the proposal.
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 and solely for the purposes set forth
in the proposal attached as Exhibit 1. 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 includes 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.
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A. Estimated Increase in Visitors. As part of the Entity's proposal in Exhibit 1, the Entity
provided an estimate of the number of visitors resulting from the use of funds under this Agreement.
This estimate shall be provided to JLARC as part of annual reporting.
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
number 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, 2024 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 1 and final
report in Exhibit 3 to JLARC prior to the reporting deadline set by JLARC for the 2023 awards.
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 $7,500. The Parties agree that such amount is contingent upon the City receiving
sufficient lodging tax revenues from the tax imposed pursuant to SVMC 3.20.010(A). In the event that
lodging taxes are not sufficient, the compensation amount shall be modified based on amounts actually
collected by the City and available for disbursement at the time of the request.
8. Payment. City shall reimburse Entity periodically upon presentation of an invoice to City.
Entity shall be responsible for providing written evidence demonstrating that the City funds were used for
tourism promotion for the purposes set forth in the proposal. Accordingly, the City shall not reimburse any
expenses until Entity provides the City's required summary/cover sheet, a detailed description of the
services, goods, or other costs incurred and expended, as well as copies of the invoices and receipts and
proof of payment for which Entity is requesting reimbursement. For any payroll related reimbursement
requests, a description of the work performed for the hours being requested must be submitted, along with
any timesheets or similar payroll documents. In the event no invoice was provided to Entity, Entity shall
provide an affidavit under penalty of perjury as to the detailed description of the use of the funds expended.
Qualified expenditures shall be incurred in calendar year 2023 and paid by Entity no later than January 15,
2024. City shall not reimburse any expenditures incurred prior to or after calendar year 2023 or paid after
January 15, 2024. The proof of expenses and payment shall be forwarded to the Finance Director at the
below stated address no later than January 21, 2024.
If the amount awarded is less than the requested amount in the application, Entity shall be
reimbursed for line items or projects in the application up to the amount awarded. Also, Entity shall not be
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reimbursed for specific line items or projects in an amount greater than the budget submitted for that line
item or project in the application.
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. All payments shall be subject to the availability of
funds at the time the request is made.
9. Notice. Notice shall be given in writing as follows:
TO CITY: TO ENTITY:
Name: Chelsie Taylor, Finance Director Name: Chris Cody Bertholf
Phone Number: 509-720-5040 Phone Number: 509-220-4147
Address: 10210 E. Sprague Avenue Address: PO Box 10547
Spokane Valley, WA 99206 Spokane, WA 99209
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. Indemnification and Hold Harmless.
Consultant 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, 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 Consultant, Consultant's agents,
subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the
limitations provided below.
However, should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers,
officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend,
hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly
understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under
Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been
mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination
of this Agreement.
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14. 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.
15. Assienment and Delectation. Neither Party may assign, transfer or delegate any or all of
the responsibilities of this Agreement or the benefits received hereunder without prior written consent of
the other Party.
16. 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.
17. 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.
18. 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.
19. 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).
20. 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.
21. 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.
22. 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.
23. Exhibits. Exhibits attached and incorporated into this Agreement are:
Exhibit 1: Entity's Proposal — on file with the City Clerk
Exhibit 2: Updated Project Budget
Exhibit 3: Final Report on Number of Visitors — to be provided at close of grant project
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The Parties have executed this Agreement this 7f/day of AIOVS'1,1 tP5:4— , 2023.
CITY OF SPOKANE VALLEY
�y�
J n Hohman, City Manager
APPROVED AS TO FORM:
X7,'-, A ?na= -
O e of the City Attorney
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Entity:
By:
Its: Authorized Representatives
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Exhibit 1
ON FILE WITH CITY CLERK
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Exhibit 2
Updated Project Budget
Please provide an attachment with an updated project budget pursuant to your proposal based on
the funds allocated in your award. The budget should include a detailed breakdown of the expected
expenses for the project in line with the scope of work and original proposed use of the funds.
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EXHIBIT 2
CNC PRODUCTIONS LLC
Facebook $2,500
Google Search $2,000
Newspaper $3,000
TOTAL $7,500
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Exhibit 3
Final Report on Numbers of Visitors and Paid Room Nights
Total Overall Attendance
Select the method used to determine the attendance
from the chart below. **
Tota I
Of total, attendees who traveled from another state or country
Select the method used to determine the attendance
from the chart below. **
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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