Loading...
24-028.00JAKTFoundaionCRAVE2024LodgingTaxGrant t 24-028.00 THE CITY OF SPOKANE VALLEY GRANT AGREEMENT—LODGING TAX Grant Recipient: JAKT Foundation Project: CRAVE! Award Amount: $48,750. Contract#: 24-028.00 Term Period: January 1,2024 To December 31,2024 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 JAKT Foundation,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 lodging tax 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 Accounting and Finance Program Manager 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 Page 1 of 10 24-028.00 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(MARC). The following provisions allow the Entity and City to meet their respective requirements under RCW 67.28.1816. 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 15,2025 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 2024 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 in writing by the City Manager or his designee,the Accounting and Finance Program Manager. 6. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated when(a)Entity expends all of the funds granted by City and(b) Entity provides the annual report required pursuant to Section 4 of this Agreement. Tourism promotion activities and work set forth in the proposal and presentation shall be completed from January 1, 2024 to December 31,2024. 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 $48,750. 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 Page 2 of 10 24-028.00 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 2024 and paid by Entity no later than January 15, 2025. City shall not reimburse any expenditures incurred prior to or after calendar year 2024 or paid after January 15, 2025. The proof of expenses and payment shall be forwarded to the Accounting and Finance Program Manager at the below stated address no later than January 21, 2025. 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 reimbursed for specific line items or projects in an amount greater than the budget submitted for that line item or project in the application. An updated project budget shall be provided by Entity and approved by City in Exhibit 2. 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: Sarah Farr, MBA Name: Adam Hegsted Accounting and Finance Program Manager President Phone Number: 509-720-5041 Phone Number: 208-619-9916 Address: 10210 E. Sprague Avenue Address: PO Box 85 Spokane Valley, WA 99206 Newman Lake,WA 99025 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. In any legal action arising out of this Agreement, Washington law shall be applied to interpret,construe,and/or enforce the Agreement. 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. Community Relations: Entity shall recognize"The City of Spokane Valley"and the City as a "funder" or in all social media, websites, brochures, banners, posters, press releases, and other promotional material related to the tourism promotion project. Entity shall recognize"The City of Spokane Page 3of10 24-028.00 Valley" on any signage as "fonder" of the promotional activity or project. Entity is required to obtain approval from the City Manager or designee to use the City logo on any signage and communications. If approved,the appropriate City logo will be provided by the City. 14. 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. Does not apply; Entity is not required to carry Workers' compensation coverage B. Minimum Amounts of Insurance. Entity shall maintain the following insurance limits: 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. Does not apply; Entity does not own or operate automobiles 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 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. Page 4 of 10 24-028.00 3. If Entity maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Entity,irrespective of whether such limits maintained by 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 Entity. 4. Failure on the part of Entity to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days'notice to Entity to correct the breach,immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to City on demand,or at the sole discretion of the City,offset against funds due Entity from the City. 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. 15. 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. 16. 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. Page 5 of 10 24-028.00 17. Assignment and Delegation. 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. 18. 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. 19. 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. 20. 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. 21. 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). 22. 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. 23. 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. 24. 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. 25. 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 Exhibit 4: Insurance Certificate(s) 2Cd The Parties have executed this Agreement this 0 day of , 2024. CITY OF SPOKANE VALLEY Entity: a4iA Vfl John H man,City ag By I : Authorized Representatives Page 6 of 10 24-028.00 Exhibit 1 ON FILE WITH CITY CLERK Page 7 of 10 24-028.00 Exhibit 2: Updated Project Budget—JAKT Crave Tourism Line Item Requested Social Media,Infrastructure Costs PR, video & photography assets $60,000 Line Item Adjusted Awarded Infrastructure Salary of full time employee $20,000 Social Media/PR/Marketing/Advertising $28,750 $48.750 24-028.00 Exhibit 3 Final Report on Numbers of Visitors and Paid Room Nights �, T te . '� , k �� p-�gca�^4, rT p"� +6F b ..�r.a• *,. -'.. ;-- 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 /00 -, 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. ** Page 9 of 10 24-028.00 *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 10 of 10 1 .�acc R[�a CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DOIVYYV) 12/06/2023 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 SUBROGATIONIS 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 ALLIANT INSURANCE SERVICES INC/PHS NAME: 52802465 PHONE (866)467-8730 FAX (A/C,No,Ext): (A/C,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Hartford Casualty Insurance Company 29424 VISION MARKETING,LLC JAKT FOUNDATION INSURER B: PO BOX 85 INSURER C NEWMAN LAKE WA 99025-0085 INSURER D: 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.NOTVVITHSTANDING 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 NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD IMMIDD/YYYY1 (MWDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $300,000 PREMISES(Ea occurrence) x General Liability MED EXP(Any one person) $10,000 A X 52 SBA TZ9454 01/15/2024 01/15/2025 PERSONAL&ADVINJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY PRO X LOC PRODUCTS-COMP/OP AGG $4,000,000 JECT OTHER. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) A ALL OWNED SCHEDULED 52 SBA TZ9454 01/15/2024 01/15/2025 BODILY INJURY(Per accident) AUTOS AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS X AUTOS (Per accident) _ UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS- AGGREGATE MADE DED RETENTION$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY Y/N E.L.EACH ACCIDENT $1,000,000 A PROPRIETOR/PARTNER/EXECUTIVE N/A 52 SBA TZ9454 01/15/2024 01/15/2025 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A EMPLOYMENT PRACTICES 52 SBA TZ9454 01/15/2024 01/15/2025 Each Claim Limit $5,000 LIABILITY Aggregate Limit $5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations.Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Spokane Valley SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED CenterPlace Regional Event Center BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED 10210 E Sprague Avenue IN ACCORDANCE WITH THE POLICY PROVISIONS. SPOKANE WA 99206 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD