HomeMy WebLinkAbout19-056 - Museum of Flight - 2019-2020 Tourism Promotion / "Destination Moon"City of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
Contract Number: Council Approval 2/19/19
CONTRACT FOR LODGING TAX FUNDING
19-056
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 Museum of Flight, hereinafter referred
to as "the Contractor," whose principal office is located at 9404 East Marginal Way S; Tukwila, WA 98108.
WHEREAS, the City imposes a special excise tax under Chapter 82.08 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, 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 January 22, 2019 the City's Lodging Tax Advisory Committee considered and
approved Contractor's request to obtain lodging tax revenue for tourism promotion; and
WHEREAS, the City concurs with the Lodging Tax Advisory Committee's recommendation, with
the City Council approving the funding request application at its February 4, 2019 regular meeting, to
provide lodging tax revenue to 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; and
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.
Should any of the events or activities outlined in Exhibit A be canceled, modified, or the scale of the
event or activities reduced, the City may at its sole discretion reduce its sponsorship funding
commitment.
2. Compensation and Method of Payment. The City shall pay Contractor for services rendered
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 shall not exceed $100,000.
CA Revised 2012
Page 1 of 8
3. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing
February 4 2019, and ending March 30, 2020, unless sooner terminated under the provisions
hereinafter specified.
4. 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.
5. Indemnification. Contractor shall defend, indemnify and hold the City, 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, except
for injuries and damages caused by the sole negligence of the City. 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 liability hereunder shall be only to the extent of Contractor's negligence. It is further
specifically and expressly understood that the indemnification provided herein constitutes Contractor'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.
6. Insurance. Contractor 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 Contractor, their agents, representatives, employees or
subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required
herein shall not be construed to limit the liability of the Contractor to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits
described below:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident. Automobile liability insurance shall cover 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.
2. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate and $2,000,000 products -completed operations aggregate
limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations, independent
contractors, products -completed operations, stop gap liability, personal injury and advertising
injury, and liability assumed under an insured contract. The Commercial General Liability
insurance shall be endorsed to provide a per project general aggregate limit using ISO form
CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising
from explosion, collapse or underground property damage. The City shall be named as an
additional insured under the Contractor's Commercial General Liability insurance policy with
respect to the work performed for the City using ISO Additional Insured endorsement CG 20
CA Revised December 2016 Page 2 of 8
10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or
substitute endorsements providing at least as broad coverage.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
B. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General
Liability insurance policies are to contain, or be endorsed to contain that they shall be primary
insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not contribute with
it.
C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of not less than A: VII.
D. Verification of Coverage. Contractor 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 Contractor before commencement of
the work. Upon request by the City, the Contractor shall furnish certified copies of all required
insurance policies, including endorsements, required in this Agreement and evidence of all
subcontractors' coverage.
E. 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.
F. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this
work with written notice of any policy cancellation, within two business days of their receipt of such
notice.
G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as
required shall constitute a material breach of contract, upon which the City may, after giving five
business days notice to the Contractor to correct the breach, immediately terminate the contract
or, at its discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion
of the City, offset against funds due the Contractor from the City.
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 RCW Chapter
40.14 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. This Agreement may at any time be terminated by the City giving to the Contractor
thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products
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.
Page 3 of 8
CA Revised December 2016
11. Oischminationprohibited. Contractor, with regard tothe work performed byitunder this
Agreement, will not discriminate on the grounds of race, religion, on*ed, color, national ohgin, age,
veteran ntatus, sex, sexual o/ientation, gender identity, marital mtatus, poUbue| affiUaUon, the
presence ofany disability, or any other protected class status under state or federal |ovv, in the
selection and retention of employees or procurement of materials or supplies.
12. Assiqnrnentand Subcontract. Contractor shall not assignor subcontract any portion ofthe services
contemplated bythis Agreement without the written consent ofthe City.
13. Entire �Amrmenment�' K4mdificado . This Agneement, e#hwith attachments o/ addenda'
- represents the entire and integrated Agreement between the City and the Contractor and supersedes
all prior negotiations, representations, oragreements written ororal, Noamendment ormodification
of this Agreement shall be of any force or effect unless it is in writing and signed by the parties.
14. Smve bi|i and Survival. If any to/m, condition or provision of this Agreement in declared void or
urienforceable
�|eor limited i- its application or effect, such event shall not affect any other provisions
hereof and all other provisions shall remain fully enforoeab|o. The provisions o|this Agreement, which
by their sense and context are reasonably intended to survive the complehon, expiration or
cancellation of this Agreement, shall survive termination of this Agreement.
15. Notices. Notices iothe City ofTukwila shall besent tothe following address:
City Clerk, City of Tukwila
62U0SouthoenterBlvd.
'Tukwila, Washington 98188
With acopy to:
Office ofEconomic Development
City ofTukwila
8200SouthoenterBlvd.
Tukwila, VVA08188
Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature
line below.
16. Applicable Law: Venue; Atborney'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, arbitnadon, or other
proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and
agree that venue shall beproperly laid inKing County, Washington. The prevailing party inany such
action shall beentitled toits a1tornoy'sfees and costs ofsuit.
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DATEDthis-� ^ of
CITY OF |LA
Allan Ekberg, Mayor
D-
CA Revised December 2016
'
,20\"k
CONTRACTOR
Printed Name and Title: Matt Hayes,
President &CEO
Addreso: 9404Eest. Marginal Way South
City Clerk, Christy O'Flaherty
APPROVED AS TO FORM:
nffi6enfthe City Attorney
CARevised December 2O1G Page 5u(8
Exhibit "A"
Museum of Flight
Destination Moon
2019 Scope of Services
The City shall be provided the following benefits under this Agreement.
• Inspire level logo recognition on "title wall" of exhibit entrance: March 15, 2019 deadline
• Logo recognition in promotional spots:
o Billboards (Puget Sound, Portland, Spokane, and Vancouver BC regions)
o Transit (Puget Sound area)
o South Lake Union Trolley wrap
o Banner on the south exterior wall of Great Gallery (tentative as of 1/16/19)
• Logo in Destination Moon visitor guide. March 1,2019 deadline
• Logo recognition at events directly related to the exhibit, such as Opening Weekend and Preview
events.
• Acknowledgment in Aloft, the Museum member magazine circulation 19,000. Included issues would be
based on proposal approval date.
• Social Media posts to recognize sponsorship
• Complimentary tickets for up to 10 guests to select special events held in conjunction with Destination
Moon: The Apollo 11 Mission.
• Special group -sales rate for timed tickets to Destination Moon
• Link on Destination Moon web page to other Tukwila tourism opportunities (opportunities to be
provided by City of Tukwila)
• Opportunity for Tukwila to use custom logo with tagline "Proud home of The Museum of Flight"
• All regional/local radio spots produced by the Museum of Flight promoting "Destination Moon" will be
scripted to state the location of the exhibit is in "Tukwila" If a location is mentioned.
• All press releases produced by the Museum and issued after execution of this contract promoting
"Destination Moon" will use the dateline "Tukwila" or "City of Tukwila." Seattle will not be used. The
press releases will also feature a section about the City of Tukwila, prepared by City staff and approved
by the Museum.
• Cross promotion of other tourism related activities within the City, including but not limited to Seattle
Seawolves games, Westfield Southcenter, Seattle Chocolates, and Family Fun Center.
CA Revised December 2016 Page 6 of 8
Exhibit "B"
Compensation and Method of Payment and Reporting
Compensation and Method of Pa yment
Contractor shall submit to the City a request for reimbursement for services and sponsorships rendered
under this Agreement. The total compensation to the Contractor under this agreement shall not exceed
$100,000.00.
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.
Invoice
1
Date (no later
than:
October 1, 2019 $50,000
Amount:
For:
January 15, 2020 $50,000
Destination Moon, Payment #1
Destination Moon, Payment #2
Final payment will not be made until
Contractor provides all final reporting
requirements.
Should the Contractor choose to cancel or modify any of the events sponsored by the City under this
agreement, 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:
1. Estimate number of attendees for each event.
2. Website views on the Contractor's website of the event page
3. Likes, follows, and shares on social media for the event.
4. Examples of marketing material prepared to promote the event.
5. List of any earned media for the event.
6. Any other document the Contractor wants to provide to demonstrate success of the event and
marketing activities.
CA Revised December 2016 Page 7 of 8
In additional the items outlined above, the following information shall be included with the January 15,
2020 invoice. This information is required to be collected by Washington State law.
As a direct result of your proposed tourism -related service, provide an estimate
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?
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 overni• ht in Tukwila?
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 December 2016 Page 8 of 8