HomeMy WebLinkAboutPasco Chamber of Commerce - 2023 Lodging Tax ContractLODGING TAX FUNDING AGREEMENT
Between City of Pasco
and
Pasco Chamber of Commerce
THIS AGREEMENT is made and entered into by and between City of Pasco, a
municipality within the State of Washington, with its principal offices at 525 N. 3rd Ave., Pasco,
Washington 99301 (hereinafter "City"), and Pasco Chamber of Commerce, a non-profit
organization with its principal address at 1110 0sprey Pointe BLVD STE l01, Pasco, WA 99301
(hereinafter "Subrecipient").
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 Pasco which is allocated to subrecipient for tourism promotion.
WHEREAS, lodging tax, also referred to as the hotel-motel tax, is a consumer tax on
lodging charges for periods of less than 30 consecutive days for hotels, motels, rooming houses,
private campgrounds, RV parks, and similar facilities; and
WHEREAS, lodging tax revenues are limited to parameters established by RCW
67.28.1816 for activities, operations, and expenditures designed to attract visitors and create
business and revenue in the City of Pasco; and
WHEREAS, the Pasco Municipal Code 3.161 outlines how Hotel/Motel Excise Tax
Funds are received and, the process for application of funds; and
WHEREAS, the Lodging Tax Advisory Committee meets annually to make
recommendations to Pasco City Council on the allocation of lodging tax revenues.
IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and
agree as follows:
1. Effective Date and Term. This Agreement shall commence when executed by all
parties remain in effect until December 31, 2024, unless tetminated by the City in
writing. This Agreement consists of this Agreement and the following attached Exhibit
A, B, and C, which are incorporated herein by this reference.
Lodging Tax Subrecipient Agreement - Pasco Chamber of Commerce
1
2. Purpose of Agreement. The purpose of this Agreement is for City and subrecipient to
promote tourism in the City of Pasco. City agrees to make funds available to
subrecipient for the purpose of tourism promotion in an effort to attract visitors and
create business and revenue in the City of Pasco.
3. Administration. The Assistant City Manager or designee shall administer and be the
primary contact for subrecipient regarding terms of this Agreement. For good cause, as
solely determined by City, City may direct that subrecipient is no longer entitled to the
use of said funds for tourism promotion and terminate this Agreement.
4. LodgingTaxFunds.TheCityagreestoreimbursethesubrecipientatotalsumnotto
exceed $35,000, as approved by Pasco City Council on December 4, 2023, within 28
days of submittal of a request for reimbursement and repoiting requirements under RCW
67.28.1816.
5. City shall pay the subrecipient upon presentation of an invoice and reporting
requirements to City. Subrecipient sha[l be responsible for showing that the City funds
were used for tourism promotion. City reserves the right to withhold payment of funds
under this Agreement which is determined in the reasonable judgment of the Assistant
City Manager or designee to be noncompliant with the scope of work, City standards,
and City ordinances, or federal or state law.
6. Restriction on Expenditures. The [Subrecipient] understands that this Agreement is
governed by the restrictions mandated for use of Lodging Taxes and all expenditures are
subject to full disclosure to the City in order to show compliance with said requirements
The [Subrecipient] further understands that all expenditures shall be for the purpose of
promoting tourism into the City of Pasco. The [Subrecipient] shall provide
documentation in support of its efforts. The [Subrecipientl further agrees to cooperate
with and furnish any requested documents to the State Auditor upon request.
7. RCW 67.28.1816 as amended includes reporting requirements for the
subrecipient 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 subrecipient to City and from the City to the Joint Legislative Audit
and Review Committee (JIS,ARC). The following provisions allow the subrecipient and
City to meet their respective requirements under RCW 67.28.1816.
a. Estimated Increase in Visitors. As part of its LTAC application (Exhibit A), the
subrecipient shall provide the City with an estimate of the number of visitors
resulting from the use of funds under this Agreement.
b. Final Report on Increase in Visitors. Upon completion of the tourism promotion
as specified in Exhibit A of this Agreement, but no later than the last working
day in January of the year after funding was received, the subrecipient shall
complete a report substantially in the form of Exhibit B 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
Lodging Tax Subrecipient Agreement - Pasco Chamber of Commerce
2
numbers 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.
c. A narrative or list that describes how the scope of work has been satisfied.
d. City Reporting. The City shall provide the subrecipient's estimates in Exhibit A
and final report in Exhibit B to JLARC as part of its annual report.
8. Termination. The City may terminate this Agreement, for convenience or otherwise and
for no consideration or damages, upon prior notice to the Subrecipient.
9. Independent Contractor. Each party under the Agreement shall be for all purposes an
independent Contractor. Nothing contained herein will be deemed to create an
association, a partnership, a joint venture, or a relationship of principal and agent, or
employer and employee between the parties. The Subrecipient shall not be, or be
deemed to be, or act or purport to act, as an employee, agent, or representative of the
City for any purpose.
10. Indemnification. The Subrecipient agrees to defend, indemnify and hold the City, its
officers, officials, employees, agents and volunteers harmless from and against any and all
claims, injuries, damages, losses or expenses including without limitation personal injury,
bodily injury, sickness, disease, or death, or damage to or destruction of property, which
are alleged or proven to be caused in whole or in part by an act or omission of the
Subrecipient, its officers, directors, employees, and/or agents relating to the
subrecipients' performance or failure to perform under this agreement. The section shall
survive the expiration or termination of this agreement.
11. Compliance with Laws, Guidelines. The Subrecipient shall comply with all federal,
state, and local laws and all requirements (including certifications and audits) and
Program Guidelines, to the extent applicable, when seeking reimbursement.
12. Maintenance and Audit of Records. The subrecipient shall maintain records, books,
documents, and other materials relevant to its performance under this agreement. These
records shall be subject to inspection, review and audit by the City or its designee, the
Washington State Auditor's Office and Program Guidelines for seven (7) years following
termination ofthis agreement. If it is determined during the course of the audit that the
subrecipient was reimbursed for unallowable costs, the subrecipient agrees to promptly
reimburse the City for such payments upon request.
13. . Notice provided for this Agreement shall be sent by certified mail, or by
electronic transmission by e-mail to the subrecipient representative listed as follows:
Subrecipient
Pasco Chamber of Commerce
Lodging Tax Subrecipient Agreement - Pasco Chamber of Commerce
3
Colin Hastings
1110 0sprey Pointe BLVD STE l01
Pasco, WA 99301
Email Address: admin@pascochamber.org
14. Improper Influence. Each party warrants that it did not and will not employ, retain, or
contract with any person or entity on a contingent compensation basis for the purpose of
seeking, obtaining, maintaining, or extending this Agreement. Each party agrees,
warrants, and represents that no gratuity whatsoever has been or will be offered or
conferred with a view towards obtaining, maintaining, or extending this agreement.
15. Conflict of Interest. The elected and appointed officials and employees of the parties
shall not have any personal interest, direct or indirect, which gives rise to a conflict of
interest.
16. Amendment. No amendment or modification to the Agreement will be effective
without the prior written consent of the authorized representatives of the parties.
17. Governing Law; Venue. The Agreement will be governed in all respects by the laws of
Washington State, both as to interpretation and perfortnance, without regard to conflicts
of law or choice of law provisions. Any action arising out of or in connection with the
Agreement may be instituted and maintained only in a court of competent jurisdiction in
Franklin County, Washington or as provided by RCW 3.66
18. Non-Waiver. No failure on the part of the City to exercise, and no delay in exercising,
any right hereunder shall operate as awavierthereof, nor shall any single or partial
exercise by the City of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedy available to the City at law or in equity.
19. Binding Effect. This agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors.
20. Assignment. The subrecipient shall not assign or transfer any of its interests in or
obligations under this Agreement without the prior written consent of the City.
21. Entire Agreement. This agreement constitutes the entire agreement between the City
and the subrecipient for the use of funds received under this agreement and it supersedes
all prior or contemporaneous communications and proposals, whether electronic, oral, or
written between the parties with respect to this Agreement.
22. Severability. In the event that one or more provisions of this agreement shall be
determined to be invalid by any court of competent jurisdiction or agency having
jurisdiction thereof, the remainder of the agreement shall remain in full force and effect and
the invalid provisions shall be deemed deleted.
Lodging Tax Subrecipient Agreement - Pasco Chamber of Commerce
4
23. Dispute Resolution. In the event of a dispute arising between the parties regarding the
enforcement, breach, or interpretation of this Agreement, the Parties shall first meet in a
good faith effort to resolve the dispute, however, with or without agreed meditation.
Any remaining dispute shall be resolved by binding arbitration pursuant to RCW 7.04A,
as amended, and the Mandatory Rules of Arbitration, with venue placed in Franklin
County, Washington, and the arbitrator shall award to the substantially prevailing party,
judgement of its attorney fees and costs against the other. In the event of de novo
review, both parties waive their rights to a jury trial.
24. Counterparts. This agreement may be executed in one or more counterparts, any of
which shall be deemed an original but all of which together shall constitute one and the
same instrument.
25. Authorization. Each party signing below warrants to the other party, that they have the
full power and authority to execute this Agreement on behalf of the party for whom they
Sign.
26. . Exhibits attached and incorporated into this agreement are:
Exhibit A: LTAC Application
Exhibit B: Final Report on Number of Visitors
Exhibit C: Scope of Work; Complete
IN WITNESS WHEREOF, the parties have caused this Agreement to the signed by
their duly constituted legal representatives and is effective on the last date signed.
Adam Lincoln, City Manager
City of Pasco
Dated:
,g
Colin Hastings, Executive Director
Pasco Chamber of Commerce
Dated: /2' 2') ' 26 Z 3
Lodging Tax Subrecipient Agreement - Pasco Chamber of Commerce
5
ATTEST:
Debra Barham, CMC
City Clerk
APPROVED AS TO FORM:
Kerr Ferguson Law, PLLC
City Attorney
Lodging Tax Subrecipient Agreement - Pasco Chamber of Commerce
6