Loading...
HomeMy WebLinkAboutCAG2019-176 - Original - Kent Downtown Partnership - Lodging Tax Revenue Award - 03/27/2019 KENT Records Management [document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. Vendor Name: Kent Downtown Partnership Vendor Number (JDE): 34231 Contract Number (City Clerk): C R(12,0M- 1-7U Category: _Grant Related Agreement (Non-Real Property) Sub-Category (if applicable): None Project Name: KDP's Website Revamp Upon execution 12/31/2019 Contract Execution Date: Termination Date: Contract Manager: Michelle WilmotDepartment: ECD Contract Amount: 1 0'000 Budgeted: ❑� Grant? Part of NEW Budget: Local: ❑✓ State: Federal: Related to a New Position: ❑ Notice required prior to public disclosure? Basis for Selection of Contractor? Other Approval Authority: ❑ Director �✓ Mayor City Council Other Details: Contract drafted by Tanya Kosen Lodging Tax Grant Agreement KENT Wwb N.q GTOR 1. Parties. This agreement is entered into by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Kent Downtown Partnership, a nonprofit (hereinafter the "Recipient"), located at 202 West Gowe Street, Suite A, Kent, WA 98032. In consideration of the mutual promises identified herein, the parties agree as follows: 2. Revenue Award and Payment. The City awards lodging tax revenue in the amount of Ten Thousand and 00/100 Dollars ($10,000) to Recipient. The City shall issue lodging tax revenue to Recipient on a reimbursement basis. (Notwithstanding the foregoing, the City has the sole discretion to issue lodging tax revenue to the Recipient in a lump sum, in installments, or pursuant to any other reasonable method.) In order to obtain reimbursement, Recipient shall submit an invoice with supporting documentation to the Director of Economic and Community Development. 3. Use of Revenue. Recipient shall use the lodging tax revenue to benefit the City of Kent through: (1 business or leisure tourism marketing; (2) marketing and operations of special events and festivals designed to attract business or leisure travelers; or (3) supporting the operations of tourism-related facilities owned or operated by nonprofit organizations. "Tourism promotion" shall have the meaning set forth in RCW 67.28. RCW 67.28 defines tourism promotion to mean activities, operations, and expenditures designed to increase tourism, including but not limited to: a. advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; b. developing strategies to expand tourism; C. operating tourism promotion agencies; or d. funding the marketing of or the operation of special events and festivals designed to attract tourists. Furthermore, Recipient's tourism promotion activities, operations and expenditures shall be wholly consistent with the program or activities described in Recipient's application for lodging tax revenue, a copy of which is attached hereto, and incorporated by this reference as Exhibit A. If the Recipient's application and this contract conflict, the provisions of this contract shall control. If any grant funds remain unused as of the termination date below, or if Recipient fails, for any reason, to use the lodging tax revenue as required herein or by applicable law, or fails to perform its obligations under this contract, the Recipient shall, upon demand of the City, repay the lodging tax revenue to the City. Interest shall accrue at the Page 1 of 5 Lodging Tax Grant Agreement Kent Downtown Partnership Kent Downtown Partnership Website rate of twelve percent (12%) per year from the time the City demands repayment of the lodging tax revenue, and the City may use any method available to it by law to collect any such funds. 4. Marketing and Promotional Materials. All events and activities funded with lodging tax revenues must list the City of Kent as a sponsor. Recipient will feature either the City of Kent logo and web address (KentWA.gov) on business-related event marketing and promotional materials or the Visit Kent logo and web address (VisitKent.com) if the activity is for leisure or entertainment purposes. Use of City logos and web addresses shall be consistent with City policies and procedures, and such policies and procedures are hereby incorporated into this agreement. Permission for the use of City logos may be revoked at any time by the City and such use shall not exceed the term of this agreement unless expressly permitted by the City. S. Term and Termination. This contract shall be effective when both parties have executed this contract and shall terminate once Recipient expends the lodging tax revenue or on December 31, .2019, whichever is earlier. The City may terminate this contract if the Recipient breaches this contract and then fails to cure the breach after the City provides written notice of the breach and allows the Recipient a reasonable opportunity to cure, if such breach is curable. The City may suspend this contract, with or without cause, by providing written notice of suspension to Recipient. 6. Reports and Information. Recipient shall maintain records that fully and accurately reflect any use of the lodging tax revenue and Recipient's tourism promotion activities, operations and expenditures. Recipient, at such times and in such forms as the City may require, including after the cessation of its tourism promotion activities, operations and expenditures, or termination of this contract, shall make available to the City for audit and inspection any and all records that relate to the lodging tax revenue and Recipient's tourism promotion activities, operations and expenditures. Recipient shall maintain accounting records in accordance with generally accepted accounting principles and practices. 7. Independent Contractor. Recipient shall be an independent contractor for all federal, state and other purposes. 8. Indemnification. Recipient shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Recipient, except for injuries and damages caused by the sole negligence of the City. 9. Insurance. The recipient shall provide proof of and maintain insurance as defined in Exhibit B which is attached and incorporated by this reference. Page 2 of 5 Lodging Tax Grant Agreement Kent Downtown Partnership Kent Downtown Partnership Website 10. Notices. Any notices given by the City to Recipient or by Recipient to the City shall be in writing and delivered to the other party. 11. Waiver. Failure to insist upon strict compliance with any terms, covenants or conditions of this contract shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. 12. Applicable Law; Venue. The venue for any legal action arising from this contract shall be King County, Washington, and that this contract shall be governed, construed, and interpreted according to the laws of the State of Washington. 13. Compliance with Laws and Regulations. Recipient shall comply with all applicable laws, rules, regulations, and orders from any and all authorities having jurisdiction. 14. Compliance with the Public Records Act. Recipient acknowledges that the City is subject to the Public Records Act, Chapter 42.56, RCW (the "Act"). All records owned, used, or retained by the City are public records subject to disclosure unless exempt under the Act, whether or not such records are in the possession or control of the City or the Recipient. The Recipient shall cooperate with the City so that the City may comply with all of its obligations under the Act. To ensure the City's compliance, the Recipient shall, within ten (10) days after receipt of notice from the City, deliver to the City copies of all records relating to this Agreement or relating to the Work, which the City determines qualify as the City's public records under the Act. If the City receives a public records request relating to this Agreement or relating to the Work, the City shall seek to provide notice to the Recipient at least ten (10) days before the City releases records pursuant to such public records request, but in no event will the City have any liability to the Recipient for any failure of the City to provide such notice. In addition to its other indemnification and defense obligations under this Agreement, Recipient shall indemnify and defend the City from and against any and all losses, penalties, fines, claims, demands, expenses (including, but not limited to attorney's fees and litigation expenses), suits, judgments, or damage arising from or relating to any failure of Grant Recipient to comply with this section. 15. Discrimination Prohibited. In all Recipient programs, operations or activities, and all hiring and employment made possible, directly, indirectly, by or resulting from this contract, Recipient shall not discriminate against any protected class or on any basis prohibited by federal or state law, including, but not limited to, sex, race, color, creed, religion, national origin, disability, use of a guide dog or service animal by a person with a disability, HIV/AIDS or hepatitis C status, sexual orientation, gender identity, or honorably discharged veteran and military status. 16. Assignment and Subcontract. Accept as noted or identified in Recipient's Hotel/Motel Tax Fund Application, Recipient shall not assign or subcontract any portion of the Service contemplated by this contract without the Page 3 of 5 Lodging Tax Grant Agreement Kent Downtown Partnership Kent downtown Partnership Website I I written consent of the City. 17. Cumulative Remedies. The rights and remedies of each party set forth in any provision of this contract are in addition to and do not in any way limit any other rights or remedies afforded to such party by law. 18. Severability. The invalidity or unenforceability of any particular provision of this contract shall not affect the other provisions, and this contract shall be construed as if such invalid or unenforceable provisions were omitted, unless such invalidity or unenforceability destroys the purpose and intent of this contract. 19. Entire Contract; Possible Amendments. This contract contains the entire agreement between the parties and no other agreements, oral or otherwise, regarding the subject matter of this contract, shall be deemed to exist or bind any of the parties. Either party may request changes in the contract. Proposed changes mutually agreed upon will be incorporated by written amendments to this contract. 20. Misuse of Funds for Political Activity. Awarded Lodging Tax Funds may not be used directly or indirectly to further political activity and/or endorse rather than use such funds for their intended purpose. Any such use shall be grounds for immediate termination of this contract and in that event the Recipient hereby agrees to refund all grant funds. (Remainder of Page left'blank intentionally) Page 4 of 5 Lodging Tax Grant Agreement Kent Downtown Partnership Kent Downtown Partnership Website RECIPIENT: KENT DOWNTOWN CITY OF KENT: PARTNERSHIP By: By: &AAA (signature) (Sig ure) Print Name: Dana Ralph Print Name: Barbarg Smith Its Ma o Its: Executive Director _�— (title) l 9 Date: Date: �,r NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: RECIPIENT: CITY OF KENT: Barbara Smith Director, Economic and Community Kent Downtown Partnership Development Department 202 West Gowe Street, #A City of Kent Kent, WA 98032 220 Fourth Avenue South Kent, WA 98032 253-813-6976 (telephone) (253) 856-5 telephone) APPR ED O FOR ent Department ATTES f Kent CityClerk Page 5 of 5 Lodging Tax Grant Agreement Kent Downtown Partnership Kent Downtown Partnership Website EXHIBIT A Statement of Work Exhibit A- 1 Lodging Tax Grant Agreement Kent Downtown Partnership Kent Downtown Partnership Website K DOWNTOWN 12/19/2018 PARTNERSHIP City of Kent EXHIBIT A Lodging Tax Advisory Committee 220 Fourth Avenue,South Kent,WA 98032 STATEMENT OF WORK for GRANT for CONSTRUCTION of a NEW WEBSITE FOR KENT DOWNTOWN PARTNERSHIP Kent Downtown Partnership(KDP) has not had an updated website done by a professional for 8 years. We have been blessed with volunteers designing and helping us maintain our website. Unfortunately, with volunteers you have work with their schedule, not yours. The function of the website should be to provide photos and stories that will give people reasons to come downtown but also reasons to check out website out frequently. Also,we will have a link to www.visitkent.com website. The Board of Directors feel KDP has progressed to a point where we need a professional upgrade on our website. We went out for bids and are excited that we feel the funds we were awarded through the LTAC Grant Program,will aid KDP in creating a new website. KDP will add to the grant to be sure to maximize the outcome of the website. These are the following features we will have on our website, including enhanced social media presence. ➢ VisitKent.com will be prominently placed on and throughout the website ➢ Look,feel and function of website will be enhanced ➢ We will have animation to our KDP logo to create energy and fun ➢ We will have drone shots on our home page of the downtown ➢ We will produce and place on our website video (extremely important in today's marketing) ➢ Ability for viewers to opt in (or not)with the ability to opt out at any time ➢ We will produce at least one or two"contests"to encourage viewers to share their email addresses for future events/activities ➢ Say good-bye to the slider tool we use;we will now have fresh content that looks and feels like a news story that visitors can't help but engage with ➢ We will continue with our downtown directory ➢ Training will be provided to staff and Board members and volunteers ➢ Website will allow for viewers to register and pay to attend events ➢ Website will allow for viewers to donate to any of our fundraisers, such as, Morrill Bank restoration project, Lunar Rover replica fundraiser,or the Kent Grand Organ fundraiser j ➢ Outbound weekly email marketing ➢ Social Media integration ➢ Text Marketing(SMS); extra fee if we choose to use this tool ➢ Our website will be hosted by our designer;free first year, KDP will put in their 2020 budget to continue having the website hosted ➢ Ability to use the Search Engine Optimization tool;first year included with the package ➢ Maintenance of site With these tools on our website,we can't help but be more successful in our efforts to market Downtown Kent,as well as enhance our brand in an effort to"vitalize"the historic part of downtown. This will also give us a more professional look and feel and help create a positive image of Kent. The total package for this website and the enhanced marketing tools on the website should cost us approximately$12,000. Our understanding is that KDP was awarded a grant for$10,000 with KDP funding the remaining$2000. We are scheduled to start work on the website after Christmas 2018. If you have any other needs or questions,please do not hesitate to contact me. Barbara J.Smith, Executive Director barba ras9kentdowntown.or� 253-813-6976 EXHIBIT B INSURANCE REQUIREMENTS FOR LTAC GRANT AGREEMENT Insurance The Consultant 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 the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. 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 Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect to the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. Exhibit B- 1 Lodging Tax Grant Agreement Kent Downtown Partnership National-Main Street conference i `E JI i D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. a Exhibit B- 2 Lodging Tax Grant Agreement Kent Downtown Partnership National Main Street Conference CORD CERTIFICATE OF LIA6lLRY INSURANCE am owirms TIM CBCmCATE IS i88ltED AS A MATTm Of BMORMA71ONl ONLY AND COWEM NO R1 m UPON nm t2ERT1FICATE HOLDER.no COMMI -M DOM NOT Al"M MELY OR NEGAMMY AMEND. EXTNMID OR A1.1191 TIE COVE RAW 11RPOROED BY THE POtd M BE,OMM. THI!!; CWCTMICATE OF NM4AlAlFCE OM NOT CONSTITUTE A CONTRACT BEIYMEEN THE IS>INO INSURER(n AUTHORIZED IW MMWAVA OR PRODUCER,AND THE CEiMICATE HOLDER IIPORTAW.. Nth* oartlllt:ala holdrr Man ADDrnONAL B1SURM do polofgtta)auM haws ADDnXWA.INSURED provh"a orb*a odmsed_ N SUBROGATION 18 WANED. to Dw Wm and candgem of the poft,cwbWn poscl a n"few*"an ondonmmaL A dotwnattt an Ilda CMElicab dale not costar dftto no moko J►twidor in Nett of such moowwourcm mmw po� 2�t Cliaelslsrcai •iTla Parr 1 q)4.=4-a-22 51 Am41m iS64m IftOwArioN MD 21202 Coadnental Ken!Downimm Pohm hip ligm C. _ — 202 W.bout°Sked Kook VIA 9 low CERT1 THIS 19 TO CERTIFY THAT THE POLICIES OF INSUROCE LISTED BELOW HAVE BEEN ISSUED TO THE CURED NAMED ABOVE FOR THE PONY PERM INDICATED- NOWKTIMANOW ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT MTN RESPECT TO V"CH THIS CERTIFICATE MAY BE 68 MD OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN 13 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUC*a R.UTS SH(YAN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN tttm of awtautsca raL1oY IaLIDtlRAlm LAM x coma11C1AL.6aalSYN.tJll mm 1,000 1. CLAW-WM [^]OCCUR J[ 1138M12 0411111me 04MIL2019 300MO 10.000 t.000 E UNIT v j 2.000,000 X Pou Liex Loc AUtdmoll"LtAftny t- AAW AUro �►{OS ® INJUITY Pw ww L1fC _ _ AAU 76 o"Y AUT Y t i _ MJf06CNI,Y ! _ x UNWI •ALMS M 0=0 1,000 EXCRULMn CWM6 RACE 13MM 0410li2 S 00=19 ► ------ 1,004 DED I X I RUVMON$ 10.9Op LL r arabe urtr t -EA 7 �q of�Iw�Add4IMo�i al Imumd n t WAORD o uat suctiwi beYhQ held rStF�1P0 » SHOULD ANY OF THE ABOVE CGSC.RIBED POLICIES BE CANCELLED of K*M THE EIIPRAYM ?ME TiERlOF, lLOTICE Wll BE t7Ei AI D M �Fotunt Avetata Sotgh ACCORDANCE NRTH THE POLICY PRtNA8ta1>s. KeLd.WA 9032 Aus,onsan aesasexTATLVE ACM 25(20IMS) 0 INS-201S ACORD CORPORATKK All d"mswvgd, The ACORD Lamle and logo are nmbdwed nu is of ACORD I, POLICY NUMBER:6011382612 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s)or Organization(s): City of Kent 220 Fourth Avenue South Kent,WA 98032 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the applicable 1. The insurance afforded to such additional Limits of Insurance shown in the Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 ©Insurance Services Office, Inc.,2012 Page 1 of 1 Request for Mayor's Signature KENT WASNIN GrON Complete this form and route to the Office of the City Attorney (Print on cherry-colored paper) Approved by Director Originator:Tanya KoSen Phone (Originator):5461 Date Sent:03/20/2019 Date Required:asap Returned Signed Document to:Tanya B Contract Coversheet Attached Kent Downtown Partnershi Has this Document been Specifically Authorized Vendor Name: p in the Budget? Yes 0 No ❑ Date of Council Approval: N/A Account Number: 13001315.64190.1270 Brief Explanation of Document: KDP's Website revamp Date Received by City Attorney: Comments: RECEIVFn Date Routed to the Mayor's Office: Date Routed to the City Clerk: City of Kent e ayor Date Returned to Originator: adccW19756_4_18