Loading...
HomeMy WebLinkAboutContract2022 GRANT BENEFICIARY AGREEMENT WITH NATIONAL BLACK MBA ASSOCIATION SEATTLE CHAPTER LODGING TAX/TOURISM PROMOTION GRANT PROGRAM THIS AGREEMENT, dated for reference purposes only as December 5, 2022, is by and between the City of Renton (the “City”), a Washington municipal corporation, and National Black MBA Association - Seattle chapter (“Beneficiary”), a Washington State nonprofit corporation, and sets forth the terms and conditions under which the City will provide a grant to Beneficiary under the Tourism Promotion Grant Program (“Program”), authorized by the Renton City Council on June 13, 2022. The Program is funded through the Renton Lodging Tax (RMC 5-18) as authorized by RCW 67.285. The City and the Beneficiary are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. RECITALS: WHEREAS, the State of Washington authorized for municipalities to collect excise tax on certain lodging businesses under Revised Washington Code (“RCW”) 67.28; and, WHEREAS, the City has authorized collection of a 1% (one percent) excise tax on certain lodging businesses in the City under Renton Municipal Code (“RMC”) 5-18, which is the “Lodging Tax”; referenced in the Agreement; and, WHEREAS, revenues from the Lodging Tax must be used for the purpose of tourism promotion and support; and WHEREAS, the City has established a Lodging Tax Advisory Committee (“LTAC”) to establish Application Criteria (Exhibit 1), review Applications (“Beneficiary’s Application” at Exhibit 2), and recommend expenditures from the Lodging Tax fund (“LTAC Recommendations” at Exhibit 3), each Exhibit is incorporated herein by reference; and WHEREAS, the City, through the LTAC, issued a Call for Application to entities seeking financial support for tourism related purposes, which is attached hereto as Exhibit 4 and incorporated by reference; and CAG-23-010 PAGE 2 OF 14 WHEREAS, the City, through LTAC, has reviewed the Application and determined that the Beneficiary is eligible for assistance under this Program and is promoting tourism related activities; and WHEREAS, the City Council on June 13, 2022 has approved a grant award to the Beneficiary. NOW THEREFORE, in consideration of the mutual covenants and agreements herein, the Parties agree as follows: AGREEMENT 1.Grant Amount and Disbursement. a.Amount. The total amount to be awarded to Beneficiary under the program is up to ten thousand dollars ($10,000.00) as a reimbursement for eligible expenses. Except as specifically provided herein, the Beneficiary shall be solely responsible for payment of any taxes imposed as a result of this Agreement . b.Award Disbursement. i.Reimbursement Request. On a monthly, or no less than quarterly basis during any quarter in which tourism promotion or support is completed, Beneficiary shall submit a reimbursement request in a format acceptable to the City (Exhibit 5) with supporting documentation including, but not limited to, invoices or reports demonstrating expenses for which reimbursement is sought. ii.Payment. Payment shall be made by City within thirty (30) calendar days after receipt and approval by the appropriate City representative of the invoice. iii.No waiver. Payment for any reimbursement shall not constitute a waiver by the City of any remedies it may have for any breach of this Agreement by the Beneficiary. iv.Tax implications. Grant funds may be taxable. Please consult your financial advisor/tax professional for guidance. If it is required by the IRS, a 1099 form will be issued to the Beneficiary. 2.Final Report: Together with the final reimbursement request, and in a format acceptable to the City (Exhibit 6), Beneficiary shall submit a final report detailing outcomes related to budget, activities, objectives, and attendance as first described in the Beneficiary’s application for the Grant. 3.Scope of Eligible Expenditures: Grant funds disbursed under this Agreement shall only be used to pay or reimburse eligible expenses as described in the Criteria (Exhibit 1) and in the “Program Call for Applications” (Exhibit 4) PAGE 3 OF 14 a.Reimbursement Defined. “Reimbursement” means grant disbursement to Beneficiary upon receipt by the City of invoices and documentation demonstrating eligible expenses. b.No Duplication of Payment. No grant funds may be used to pay or reimburse costs for expenditures for which Beneficiary has received any other funding, whether state, federal or private in nature, for that same expense. 4.Beneficiary Responsibilities. a.False Statement. The Beneficiary understands and acknowledges that providing false information in the Application or on any documents submitted to the City or its designees as part of the Beneficiary’s participation in the Program may constitute fraud, justify termination of this Agreement, trigger the Beneficiary’s obligation to return funds, and may be subject to civil and/or criminal penalties and/or sanctions. b.No Employee Relationship. The Beneficiary understands and acknowledges that neither the Beneficiary nor any officer, employee or agent of the Beneficiary shall be considered to be an employee of the City, nor entitled to any benefits accorded City employees, by virtue of the services provided under this Agreement. The City shall not be responsible for assuming the duties of an employer with respect to the Beneficiary or any employee of the Beneficiary. c.Non-discrimination. During the performance of this Agreement, the Beneficiary shall comply with all federal and state nondiscrimination laws, including but not limited to, chapter 49.60 RCW, Washington’s Law Against Discrimination, and 42 U.S.C. 12101 et seq., the Americans with Disabilities Act (ADA). In the event of the Company’s noncompliance or refusal to comply with any nondiscrimination law, regulation, or policy, this Agreement may be rescinded, canceled, or terminated in whole or in part. d.Sole proprietorship or Individual. If the Beneficiary is a sole proprietorship or if this Agreement is with an individual, the Beneficiary agrees to notify the City and complete any required form if the Beneficiary retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Beneficiary’s failure to do so. 5.Insurance: Beneficiary shall secure and maintain: a.Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. b.In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. PAGE 4 OF 14 c. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. d. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Beneficiary’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. e. Beneficiary shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Beneficiary liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Beneficiary to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. f. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. g. Beneficiary shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 6. Records: Maintenance, Access, Disclosure. a. Records Maintained. Beneficiary shall maintain all records and accounts with respect to all matters covered by this Agreement, including personnel, property, financial, and programmatic records and documents. b. Retention Period. These records shall be maintained for as long as may be required by applicable Washington State records retention laws, but in any case, for a period of six (6) years after all funds have been expended or returned to the City, whichever is later, to ensure proper accounting for all funds and compliance with the Agreement. c. Litigation or Audit. If any litigation, claim or audit is started before the expiration of the six (6) year period provided in Section 4(b) above, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. d. Right of Access. The City, or its authorized representatives, shall have the right of access to records (electronic and otherwise) of Beneficiary in order to conduct audits or other investigations. e. Subject to Disclosure. Beneficiary acknowledges that records may be subject to disclosure under the Public Records Act, Ch. 42.56 RCW. i. To the full extent the City determines necessary to comply with the Washington State Public Records Act, Beneficiary shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, PAGE 5 OF 14 correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. ii. In the event Beneficiary believes said records need to be protected from disclosure, it may, at Beneficiary’s own expense, seek judicial protection. Beneficiary shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Beneficiary has responsive records and for which Beneficiary has withheld records or information contained therein, or not provided them to the C ity in a timely manner. iii. Beneficiary shall produce to the City for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 5. Publications. Any publications produced with funds from this Agreement must display the following language: “This project is being supported, in whole or in part, by a grant from the City of Renton.” 6. Disclaimer by the City. The City expressly disclaims any and all responsibility or liability to Beneficiary or third persons for the actions of Beneficiary or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this Agreement or any other losse s resulting in any way from the performance of the Agreement, or any subcontract thereto. This Agreement does not in any way establish an agency relationship between or among the City and/or Beneficiary. 7. Expenses Incurred in Excess of Program Award Funds. Beneficiary acknowledges that any expenses incurred in excess of Program Award Funds are the Beneficiary’s sole responsibility and will not be paid by the City. 8. Repayment of Funds. If any funds provided to Beneficiary were used in a manner that is not consistent or allowable as outlined in this Agreement, Beneficiary shall return funds to City in the amount determined to be ineligible. Beneficiary further agrees that it is financially responsible for and will repay the City any and all indicated amounts following an audit exception which occurs due to Beneficiary’s failure, for any reason, to comply with the terms of this Agreement. This duty to repay the City shall not be diminished or extinguished by the termination of the Agreement. 9. Termination. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days’ notice to the Beneficiary in writing. In the event of such termination or suspension, Beneficiary waives any right to un-distributed portions of the award. PAGE 6 OF 14 10. Conflict of Interest. a. Beneficiary designees, agents, members, officers, employees, consultants, and any other public official who exercises or who has exercised any functions or responsibilities with respect to the Program during his or her tenure, or who is in a position to participate in a decision-making process or gain inside information with regard to the Program, are barred from any interest, direct or indirect, in any grant or proceeds of the Program, or benefit there from, which is part of this Agreement at any time during or after such person's tenure. b. The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’s Code of Ethics and state law, the Beneficiary shall not give a gift of any kind to City employees or officials. c. Beneficiary also confirms that Beneficiary does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Beneficiary, negotiating or administering this Agreement, or evaluating the Beneficiary’s performance of the Work. 11. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return rec eipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Jessie Kotarski Economic Development Manager CED/City of Renton 1055 South Grady Way, 6th Floor Renton, WA 98057 Phone: (425) 430-7271 Email: jkotarski@rentonwa.gov BENEFICIARY Meko Lawson National Black MBA Assoc - Seattle chapter 1039 165TH PL NE Bellevue, WA 98008 Phone: (206) 659-6356 Email: meko@pwocn.org 12. Waiver/Conflict of Terms. a. Any waiver by the Beneficiary or the City of the breach of any provision of this Agreement by the other party will not operate, or be construed, as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provisions. PAGE 7 OF 14 b.In the event of any inconsistencies between Beneficiary proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Beneficiary-prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. 13.Modification. This Agreement may only be amended by written agreement signed by both Parties. 14.Severability. In the event any term or condition of this Agreement or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications of this Agreement that can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of the Agreement are declared severable. 15.Governing Laws. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King City Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King City, Washington, or its replacement or successor. Beneficiary hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Beneficiary is a foreign corporation not registered with the State of Washington. 16.Indemnification. To the maximum extent permitted by law, Beneficiary shall, at its cost and expense, protect, defend, indemnify, and hold harmless the City, its directors, officers, employees, and agents, from and against any and all demands, liabilities, causes of action, costs and expenses (including attorneys’ fees), claims, judgments, or awards of damages, arising out of or in any way resulting from the acts or omissions of Beneficiary, its directors, officers, employees, or agents, relating in any way to Beneficiary’s performance or non-performance under the Agreement. Beneficiary agrees that its obligations under this paragraph extend to any demands, liabilities, causes of action, or claims brought by, or on behalf of, any of its employees or agents. For this purpose, Beneficiary, by mutual negotiation, hereby waives, as respects the City only, any immunity that would otherwise be available against such claims under any industrial insurance act, including Title 51 RCW, other Worker’s Compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. These indemnification obligations shall survive the termination of the Agreement. 17.Complete Agreement. This Agreement sets forth the complete expression of the agreement between the Parties, and any oral representations or understandings not incorporated herein are excluded. The Parties may execute this Agreement in any number of PAGE 8 OF 14 counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Exhibits 1 – Lodging Tax/Tourism Promotion Grant Program – Application Criteria 2 - Lodging Tax/Tourism Promotion Grant Program – Beneficiary’s Application 3– Lodging Tax/Tourism Promotion Grant Program– LTAC Recommendations June 13, 2022 4 – Lodging Tax/Tourism Promotion Grant Program – Call for Applications 5 – Lodging Tax/Tourism Promotion Grant Program – Reimbursement Request Form 6 – Lodging Tax/Tourism Promotion Grant Program – Final Report Form IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ BENEFICIARY By:____________________________ Hon. Armondo Pavone Mayor Dr. James Carter President Elect _____________________________ Date ____________________________ Date Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ M. Patrice Kent Sr. Assistant City Attorney Grant Template: 01.27.2022 January 11, 20231-13-2023 Approved by Patrice Kent via 12/5/2022 email PAGE 9 OF 14 EXHIBIT 1: LODGING TAX/TOURISM PROMOTION GRANT PROGRAM APPLICATION CRITERIA PAGE 10 OF 14 EXHIBIT 2: LODGING TAX/TOURISM PROMOTION GRANT PROGRAM BENEFICIARY’S APPLICATION PAGE 11 OF 14 EXHIBIT 3: LODGING TAX/TOURISM PROMOTION GRANT PROGRAM LTAC RECOMMENDATIONS PAGE 12 OF 14 EXHIBIT 4: LODGING TAX/TOURISM PROMOTION GRANT PROGRAM CALL FOR APPLICATIONS PAGE 13 OF 14 EXHIBIT 5: LODGING TAX/TOURISM PROMOTION GRANT PROGRAM REIMBURSEMENT REQUEST FORM PAGE 14 OF 14 EXHIBIT 6: LODGING TAX/TOURISM PROMOTION GRANT PROGRAM FINAL REPORT FORM