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HomeMy WebLinkAboutCAG2019-352 - Original - Kent Chamber of Commerce - LTAC Agreement for Kent Tourism Promotion - 07/01/2019 Agreement Routing Form KEN T For Approvals,Signatures and Records Management W A 5 H I N G T O N This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Originator: Tanya Kosen Department: ECD Date Sent: 06/24/2019 Date Required: asap M > Authorized Director or Designee Date of 0 3 to Sign: Council a Mayor Approval: Budget 13001315.64190.1270 Grant? ❑� Yes No Account Number: Type: N/A Vendor Kent Chamber of Commerce Category: Grant:Non-Real Property Name: c Vendor 34479 Sub-Category Other o Number: a Project Kent Tourism Promotion E Name: 0 c Project Details: --- --- Agreement $12,500 Basis for Interlocal A mt a Amount: Selection of 9 a Contractor: a Start Date: upon execution -7 11 11`1 Termination Date: 12/31/2019 Notice required prior to El Yes RI No Contract Number: I� .— disclosure? C1��-c2o 35Z Date e RTIE E D Comments: a� = JUN 2 6 2019 IA cc a KENT LAW DEPT. i f0 Date Routed to the Mayor's Office: in Date u ed to the City Clerk's Of 'ce: a �//�9 lll�/w — City of Kent Date Sent to Ori i otor: g /Zll 7 414 Office of the Mayor Visit Documents.KentWA.gov to obtain copies of all agreements adccW22373_6_19 KENT Lodging Tax Grant Agreement WAS 11IN OTOH 1. Parties. This agreement is entered into by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Kent Chamber of Commerce, a Washington nonprofit (hereinafter the"Recipient"), located at 524 West Meeker Street, Suite 1, Kent, Washington 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 Twelve Thousand Five Hundred and 00/100 Dollars ($12,500) 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 Page 1 of 5 Lodging Tax Grant Agreement Kent Chamber of Commerce Tourism and Marketing Support City, repay the lodging tax revenue to the City. Interest shall accrue at the 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. 5. 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. S. 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. 10. Notices. Any notices given by the City to Recipient or by Recipient to Page 2 of 5 Lodging Tax Grant Agreement Kent Chamber of Commerce Tourism and Marketing Support 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 written consent of the City. Page 3 of 5 Lodging Tax Grant Agreement Kent Chamber of Commerce Tourism and Marketing Support 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 Chamber of Commerce Tourism and Marketing Support RECIPIENT: KENT CHAMBER OF CITY OF KENT: COMM CE gy; L By: (signature (signature) Print Name: Dana Ralph Print a Zenovia Harris Its a or Its i f Date: Date: f ( NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: RECIPIENT: CITY OF KENT: Zenovia Harris Michelle Wilmot, Economic Development Kent Chamber of Commerce Manager 524 W Meeker St, Ste 1 City of Kent Kent, WA 98032 220 Fourth Avenue South Kent, WA 98032 253-854-1770 (telephone) 253-856-54709 (telephone) APPRO D S O FORM: K nt L ' epartment z 40a) Kent City Clerk Page 5 of 5 Lodging Tax Grant Agreement Kent Chamber of Commerce Tourism and Marketing Support EXHIBIT A Statement of Work 1. The Visitors Space in the lobby takes up about '/a of our lobby or 56 square feet with a rental market of $1.50 per square foot = $1,000 a year 2. Miscellaneous annual costs associated with the tourism portion of our office including: mailing, utilities, supplies for printing for visitors requests etc. is $2,500 3. All employees handle these inquires and interface with the public on requests. The average cost of an employee at the Kent Chamber $30 an hour = $5,500 4. The staff time associated with this endeavor for community development in writing the editorial, working with professional photographers etc. with regards to the Business Directory & Relocation Guide along with the Washington Visitors Guide is done by the CEO at an hourly rate of $45 an hour with approximately 45 hours for a cost of $2000 5. The policy at the Chamber to promote a member on Facebook is $25 a post. This would be approximately $1500 a year. We have seen a substantial increase of engagement on the page. 6. The banner ad for Visit Kent on our homepage is located in the best spot we have to offer. We sell 4 of these spaces in a rotating ad format to our members for $750 7. The ads on our secondary pages in which we sell 12 spots for $400 also features the Visit Kent logo and link to the Visit Kent page. 8. The cost of this video production and media buy for one video highlighting Kent as a great place to locate a business and the strength of the Kent Chamber was $2,500. We hope to do two of these in 2019 highlighting 20+ different Kent based businesses. The proposal includes half the cost of the video production and media buy. 9. The ongoing costs of associated with providing services under the tourism grant is approximately $16,151 for 2019. The Kent Chamber is requesting $12,500. Exhibit A- 1 Lodging Tax Grant Agreement Kent Chamber of Commerce Tourism and Marketing Support 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. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. Exhibit B- 1 Lodging Tax Grant Agreement Kent Chamber of Commerce Tourism and Marketing Support 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. Exhibit B-2 Lodging Tax Grant Agreement Kent Chamber of Commerce Tourism and Marketing Support .aco�zr CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) i,....- 10/12/2018 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT John Scully Scully Agency PHONE 253-277-8922 FAx 253-854-2061 603 Central Ave N E-MAIL o Ex AIC No ADOREss:John scullyagency.com Kent WA 98032 INSURERS AFFORDING COVERAGE NAIC# INSURER A:ACE Fire Underwriters Insurance Company 20702 INSURED INSURER B: Kent Chamber of Commerce 524 W.Meeker St.STE 1 INSURER C: INSURER D: Kent WA 98032 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER:SA120034 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR POLICY NUMBER MM/DD MMIDD LIMITS COMMERCIAL GENERALLU►BILITYLsd EACH OCCURRENCE $1,000,000 CLAIMS-MADE © DAMAGE TO ENT DOCCUR PREMISES Ea occurrence $ 100,000 A NFBWAD385955562-04 10/12120111 10/12/2019 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑JECT PRO- ❑LOO li PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ AUTOMOBILE LIABILITY VI COMBINED SINGLE LIMIT Ea amident $1,000,000 ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED NFPWAD385955562-04 10/12/2018 10/12/2019 BODILY INJURY Per accident) $ AUTOS ONLY AUTOS ( ) HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR Ld CLAIMS-MADE AGGREGATE $ DED I I RETENTIONS $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRI ETOR/PARTN ER/EXECUTI V E OFFICERlMEMBEREXCLUDED? ❑ NIA E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under — DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ E3 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Kent shall be named as and additional insured for all policies(except Professional Liability)as respects work performed by or on behalf of the consultant and a copy of the blanket endorsement is attached. CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 400 WEST GOWE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98042 AUTHORIZED REPRESENTATIVE -- JOHN SCULLY @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Produced using Forms Boss Web Software.www.FormsBoss.com(c)Impressive Publishing 800-208-1977 UNLIMITED EXTENSION Named Insured Endorsement Number Kent Chamber of Commerce PF434120614 Policy Symbol Policy Number Policy Period Effective Date of Endorsement NFP NFPWAD385955562- 10-12-2017 To 10-12-2018 10-12-2017 003 Issued By(Name of Insurance Company) ACE Fire Underwriters Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ACE EXPRESS NOT-FOR-PROFIT ORGANIZATION MANAGEMENT INDEMNITY POLICY It is agreed that Policy is amended as follows: 1. The Insured Persons and Organization Coverage Section is amended to add the following: • If the Parent Organization shall cancel or non-renew this Policy for a reason other than being sold, acquired or bankrupt, each Executive or Employee who did not serve as such at the time of the cancellation or non-renewal, shall be provided an unlimited extension of time to report any Claim(s) first made against such person after the effective date of such cancellation or non-renewal. However, this extension of time to report Claim(s) shall only be afforded in the event that: 1. The Wrongful Act was committed before the date of cancellation or non-renewal; and 2. The person was an Executive or Employee during the Policy Period of a policy issued by the Insurer, provided the Insurer has written continuous coverage for the Parent Organization from the effective date of the first policy to the date of cancellation or non-renewal of this Policy; and 3. No Directors and Officers Liability policy, or policy providing essentially the same type of coverage, or extended reporting period, is in effect at the time the Claim is made. 2. The Employment Practices Liability Coverage Section is amended to add the following: • If the Parent Organization shall cancel or non-renew this Policy for a reason other than being sold, acquired or bankrupt, each director or officer who did not serve as such at the time of the cancellation or non-renewal, shall be provided an unlimited extension of time to report any Claims) first made against such person after the effective date of such cancellation or non-renewal. However, this extension of time to report Claim(s) shall only be afforded in the event that.- 1. The Employment Practices Wrongful Act was committed before the date of cancellation or non-renewal; and 2. The person was a director or officer during the Policy Period of a policy issued by the Insurer, provided the Insurer has written continuous coverage for the Parent Organization from the effective date of the first policy to the date of cancellation or non-renewal of this Policy; and PF-43412(06/14) Page 1 of 2 N BUSINESSOWNERS BP 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other 2. You have agreed in writing in a contract or Insurance of Section III — Common Policy agreement that this insurance would be Conditions and supersedes any provision to the primary and would not seek contribution from contrary: any other insurance available to the additional Primary And Noncontributory Insurance insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and BP 14 88 07 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 I No Directors and Officers Liability or Employment Practices Liability policy, or policy providing essentially the same type of coverage, or extended reporting period, is in effect at the time the Claim is made. This endorsement is a part of the Parent Organization's Policy and takes effect on the inception date of the Parent Organization's Policy unless another inception date is shown. All other terms and conditions of this Policy remain unchanged. Authorized Representative PF-43412(06/14) Page 2 of 2 N POLICY NUMBER: NFPWAD385955562-004 BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Person Or Organization: City of Kent Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III — Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. BP 04 97 01 06 ©ISO Properties, Inc., 2004 Page 1 of 1 ❑