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HomeMy WebLinkAbout17-119 - Seattle Southside Regional Tourism Authority - 2017/2018 Tourism ContractCity of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: 17 -119 Council Approval 6/5/17 CONTRACT FOR LODGING TAX FUNDING This Contract for Lodging Tax Funding (this "Agreement ") is entered into by and between the City of Tukwila, Washington, a non - charter optional municipal code city hereinafter referred to as the "City," and the Seattle Southside Regional Tourism Authority, hereinafter referred to as the "Contractor," whose principal office is located at 3100 S. 176th Street, Ste 200, SeaTac, Washington, 98188. WHEREAS, the City imposes a special excise tax under Chapter 82.08 of the Revised Code of Washington ( "RCW "), known as the "lodging tax," on furnishing of lodging in hotels, motels and similar business enterprises, as authorized under Chapter 67.28 RCW; and WHEREAS, the City is authorized to use the lodging tax revenue for tourism promotion, as defined by Chapter 67.28 RCW; and WHEREAS, the Contractor was formed pursuant to RCW 35.21.730 through 35.21.755 and the Interlocal Agreement for the Joint Establishment of a Tourism Promotion Area dated May 6, 2014 among the City, the City of SeaTac and the City of Des Moines (the " Interlocal Agreement ") for the purpose of providing tourism promotion services to and to serve as a destination marketing organization for the City, the City of SeaTac, the City of Des Moines and other contracting parties; and WHEREAS, the Contractor is able to help promote the City to both overnight and day visitors, driving business to Tukwila restaurants, hotels, retailers, and entertainment establishments; and WHEREAS, on April 25, 2017, the City's Lodging Tax Advisory Committee considered and approved Contractor's request to obtain lodging tax revenue for tourism promotion; and ' WHEREAS, on June 5, 2017, the Tukwila City Council concurred with the Lodging Tax Advisory Committee's recommendation to provide lodging tax revenue to the Contractor for tourism promotion; and WHEREAS, it is appropriate for the City to compensate the Contractor for the costs of promoting tourism (both day and overnight) in the City; IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. Df g2. CA Revised 2012 Page 1 of 9 2. Authorized Destination Marketing Organization. Contractor shall be an authorized destination marketing organization for the City. Contractor shall not represent itself, either explicitly or implicitly, as representing the City in any lobbying efforts with other governmental organizations, without the express written authorization of the City. Notwithstanding the foregoing, nothing in this section precludes Contractor from lobbying efforts on behalf of itself (and not the City) with other governmental organizations. 3. Compensation and Method of Payment. The City shall pay Contractor for services provided under this Agreement according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid under this Agreement shall not exceed $472,500. By entering into this Agreement, the City accepts no responsibility for the activities or events, or the operation of the activities or events, described in Exhibit A. Contractor shall submit certain documentation as set forth in Exhibit B with each invoice for payment. Failure to provide such documentation may result in the payment being delayed. The City may ask for additional background documentation directly related to reporting requirements in Exhibit B or otherwise related to the services provided under this Agreement for any items provided to the City as part of the invoices or year -end reports. Contractor shall provide any requested information to the City as soon as reasonably possible. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing June 15, 2017 and ending March 30, 2019, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security, or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor or any employee of the Contractor. 6. Indemnification. Each party hereto shall defend, indemnify and hold the other party, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, or arising out of or in connection with the activities described in Exhibit A of this Agreement, except for injuries and damages caused by the sole negligence of the party at issue. 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 Contractor and the City, its officers, officials, employees, and volunteers, Contractor's and the City's liability hereunder shall be only to the extent of Contractor's or the City's, as applicable, negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes Contractor's and the City's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes 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. It is further provided that no liability shall attach to the City or the Contractor by reason of entering into this contract except as expressly provided herein. 7. Insurance. Contractor shall maintain liability coverage with Washington Cities Insurance Authority ( "WCIA ") for the full term of this Agreement. Contractor shall provide a letter to the City from WCIA demonstrating coverage prior to requesting first payment. The letter shall be dated within 30 days of the date of the first invoice. The letter shall be submitted directly from WCIA to the City. CA Revised 1 -2013 Page 2 of 9 A. Notice of Cancellation. The Contractor shall provide the City with written notice of any policy cancellation by WCIA, within two businesses days of its receipt of such notice. The City shall have the right to contact WCIA at any time to verify coverage. B. Failure to Maintain Coverage from WCIA. Failure of the part of the Contractor to maintain coverage as required shall constitute a material breach of contract, upon which the city may, after giving five business day's written notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at its sole discretion of the City, offset against funds due the Contractor from the City. C. Workers' Compensation. Contractor shall maintain coverage as required by the Industrial Insurance laws of the State of Washington. D. Subcontractors. Contractor shall have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance with reasonable and prudent business practices. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with Chapter 40.14 RCW and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. A. This Agreement may at any time be terminated by either party by giving to the other party thirty (30) days written notice of the intention to terminate the same. B. Failure to provide products and services on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. C. The parties hereto acknowledge that this Agreement is funded by lodging tax funds, collected and expended by the City pursuant to Chapter 67,.28 RCW. In the event of any amendments to Chapter 67.28 RCW which impact the collection or use of lodging taxes, the City may, at is sole discretion, terminate this Agreement by giving to the Contractor thirty (30) days' written notice of the City's intention to terminate the same. 11. Discrimination Prohibited. Contractor, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retentiomof employees or procurement of materials or supplies. CA Revised 1 -2013 Page 3 ooff99 12. Assignment and Subcontract. Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the prior written consent of the City. Nothing in this Agreement shall prohibit the Contractor from engaging outside vendors or other service providers in the normal course of its operations or otherwise in furtherance of the services to be provided under this Agreement. 13. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor regarding the provision of tourism promotion services from the Contractor to the City and with the exception of the terms of the TPA Interlocal Agreement, this Agreement supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices._ Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 With a copy to: Office of Economic Development City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this e l day of Tv j , 2011. CITY OF TUKWILA E berg, Mayor ATT EST/AU T City Clerk, Christy O'Flaherty CA Revised 1 -2013 SEATTLE SOUTHSIDE REGIONAL TOURISM AUTHORITY, as Contractor By: 1 til?.Lh t'rU Printed ame and Title: k t ,e.Y1fe - i,1 /Cev Address:3/0 5 ii fr 2oo 411e 0)4 9i!gg Page 4 of 9 APPROVED AS TO FORM: (,0 L- Office of the City Attorney CA Revised 1 -2013 Page 5 of 9 Exhibit "A" Seattle Southside Regional Tourism Authority 2017/2018 Scope of Services 1. Maintain a destination marketing website and toll -free phone number to attract inquiries from leisure and business travelers and meeting planners primarily outside a 50 -mile radius. The website will include information and business listings for tourism - related businesses located in Tukwila that hold a Tukwila business license including those business that do not pay lodging tax or tourism promotion area ( "TPA ") assessments; business listings are to be provided by the City. 2. Produce and distribute a Destination Guide that includes information and business listings for tourism - related businesses that hold a Tukwila business license (list of licensees to be provided by City staff), including those business that do not pay lodging tax or TPA assessments. 3. Provide meeting planning assistance to planners looking host events in the Tukwila area. List all meeting resources in guide and distribute to potential clients. 4. Work with tourism - related business to promote the area as a meeting- and event - friendly destination at trade shows and client meetings. 5. Produce and distribute a Dining Guide at least every other year that includes information and business listings for area full service restaurants, including those located in Tukwila. 6. Organize familiarization ( "FAM ") tours that highlight local tourism - related businesses to other industry affiliates, planners and media. 7. Include a reciprocal link to the City on www.SeattleSouthside.com in the "About Us" section under "Our Cities" (or comparable section on a successor website operated by the Contractor). 8. Use social media platforms such as Facebook, Twitter, blog posts, press releases, and e- newsletters as vehicles to promote the City's relevant tourism activities, events and festivals and tourism business happenings. 9. Support the City's efforts to attract visitors to local events by acting as a sourcing partner to help secure vendors as well as social media and PR support. 10. Produce an annual report per the Contractor's organizational documents and present such report to the City Lodging Tax Advisory Committee, City Council, or other meetings, if requested by the City. CA Revised 1 -2013 Page 6 of 9 Exhibit "B" Compensation and Method of Payment and Reporting Compensation and Method of Payment Contractor shall submit to the City a request for reimbursement for services rendered under this Agreement. The total compensation to the Contractor under this Agreement shall not exceed $472,500. Invoices and request for reimbursement shall be mailed to: City of Tukwila ATTN: Brandon Miles 6200 Southcenter Blvd. Tukwila, WA 98188 The following are the dates and amounts to be invoiced to the City. 2017/18 Invoice Date (no later than): Amount: 1 August 1, 2017 $90,000 2 December 1, 2017 $90,000 3 March 1, 2018 $90,000 4 May 1, 2018 $50,625 5 September 1, 2018 $50,625 6 December 1, 2018 $50,625 7 March 1, 2019 $50,625 Should the Contractor choose to reduce any of the activities identified in the scope of service identified in Exhibit "A ", the City may choose to reduce the awarded funds. The amount reduced shall be at the sole discretion of the City. Reporting Requirements With each invoice, the Contractor shall provide the following to the City in a report: 1. Web analytics a. Number of user sessions. b. Number of unique users c. Number of repeat visits. d. Number of clicks to the Seattle Southside website. e. Number of specific webpage view counts. f. Traffic source. g.. Bounce rate. h. Number of hotel bookings made via the Seattle Southside website (This deliverable is not required in the event SSRTA's website no longer provides a hotel booking engine). i. Average session duration. CA Revised 1 -2013 Page 7 of 9 2. Media impressions (When reporting, include whole numbers to reference increases or decreases over time, do not just report percentages). 3. Social media engagement (When reporting, include whole numbers to reference increases or decreases over time, do not just report percentages). 4. Group /Meeting Stats, for the Seattle Southside region, including: a. Leads, booked, assists, and services request leads. b. List of tradeshows & sales conventions attended. c. Number of prospects outreached to (calls, emails, meet -ups, etc.) 5. Familiarization trips and site visits for the Seattle Southside region. 6. Estimated number of overnight guests and room nights generated in the City of Tukwila (to be provided as part of the March 1, 2018 and March 1, 2019 invoices). CA Revised 1 -2013 Page 8 of 9 In addition to the items outlined above, the following information shall be included with the March 1, 2018 invoice ( #3) and March 1, 2019 invoice ( #7). This information is required to be collected by Washington State law. As a direct result of your proposed tourism - related service, provide an estimate of: a. Overall attendance at your proposed event/activity /facility? b. Number of people who traveled fewer than 50 miles for your event/activity? c. Number of people who traveled more than 50 miles? d. Of the people who traveled more than 50 miles, the number of people who traveled from another country or state? e. Of the people who traveled more than 50 miles, the number of people who stayed overnight in Tukwila? f. Of the people who stayed overnight, the number of people who stayed in PAID accommodations (hotel /motel /bed- breakfast) in Tukwila? (example: 25 paid rooms on Friday and 50 paid rooms on Saturday = 75 paid lodging room nights.) g. Number of paid lodging room nights resulting from your proposed event/activity /facility (example: 25 paid rooms on Friday and 50 paid rooms on Saturday = 75 paid lodging room nights)? Provide information on how the above actuals were determined. Reports and Deliverables shall be submitted to: City of Tukwila ATTN: Brandon Miles 6200 Southcenter Blvd. Tukwila, WA 98188 CA Revised 1 -2013 Page 9 of 9