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AG 23-161 - PACIFIC RACEWAYS TRACK, LLCI I I RETURN TO: Kathy Horne EXT: 2403 I CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I 1. ORIGINATING DEPT./DIV: Economic Development 2. ORIGINATING STAFF PERSON: Tanta Carter EXT: 2412 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL IN: OTHER Tourism Enhancement Grant Agreement 5. PROJECT NAME: NHRA Northwest Nationals Cel NAME OF CONTRACTOR: Pacific Raceways Track LLC ADDRESS: 31001 144th Ave SE, Kent, WA 98042 TELEPHONE 253-639-5927 E-MAIL: lohnr@pacificraceways.com FAX: SIGNATURE NAME: John Ramsey TITLE General Manager 7. EXHIBITS AND ATTACHMENTS: O SCOPE, WORK OR SERVICES 9 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon Signature COMPLETION DATE: 12-31-23 9. TOTAL COMPENSATION $ 50,000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ©NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES IDNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIALI DxrE REVIEWED ❑ PROJECT MANAGER 9 DIRECTOR TC 6/30/23 ❑ RISK MANAGEMENT (IF APPLICABLE) 11 LAW JRC 7/6/2023 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING TNITIA.L / DATE APPROVED COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DAT SIGNED P LAW DEPARTMENT gWOCNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG#� COMMENTS: 2/20I7 CITY OF CITY HALL Federal Way 8th Avenue South Feder Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalwey. corn TOURISM GRANT SPONSORSHIP AGREEMENT FOR NHRA NORTHWEST NATIONALS This Tourism Grant Sponsorship Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Pacific Raceways Track LLC, a Washington limited liability company("Grantee"). The City and Grantee (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: PACIFIC RACEWAYS TRACK LLC: John Ramsey 31001 144th SE Kent, WA 98042 (253) 639-5927 (telephone) com The Parties agree as follows: CITY OF FEDERAL WAY: Tanja Carter 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 835-2412 (telephone) (253) 835-2409 (facsimile) tanj a.carterg,cityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2023 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Grantee. 2. EVENT. 2.1 Event. The Grantee is producing NHRA Northwest Nationals, which will take place on July 21- 23, 2023 (the "Event"). Grantee shall provide goods, materials, or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction at the Event, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Grantee warrants that it has the requisite training, skill, and experience necessary to execute the Event and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration, if required. The Grantee warrants it will provide execute the Event in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Grantee warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Grantee's representations to City. The Grantee shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within.one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Grantee shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Grantee does not accomplish the corrections within a reasonable time as determined by the City, the City may TOURISM GRANT AGREEMENT - 1 - 4/2023 CITY OF CITY HALL Fe d e ra I Wa Feder l Avenue South ,S*,� � Federal Way, WA 98003-6325 (253)835-7000 www atyoffederalway com complete the corrections and the Grantee shall pay all costs incurred by the City in order to accomplish the correction. 3. TERNIINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Grantee fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In order to promote tourism and resulting economic activity, the City shall provide a sponsorship to the Grantee in an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit `B," attached hereto and incorporated by this reference. The Grantee agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit `B, the Grantee shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.3 Final Payment: Waiver of Claims. Grantee's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Grantee as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Grantee Indemnification. The Grantee agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. 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 the Grantee and the City, the Grantee's liability hereunder shall be only to the extent of the Grantee's negligence. Grantee shall ensure that each sub -Grantee shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Grantee pursuant to this paragraph. The City's inspection or acceptance of any of Grantee's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Grantee TOURISM GRANT AGREEMENT - 2 - 4/2023 CITY OF CITY HALL Federal Way 8th Avenue South Feder Federal Way, N/A 98003-6325 (253) 835-7000 www cityoffederalway com waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Grantee's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Grantee, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Grantee agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Grantee, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Grantee agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $2,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles with minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Grantee's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Grantee to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Grantee's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Grantee's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Grantee shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Grantee shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Grantee's insurance policies are "claims made," Grantee shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. TOURISM GRANT AGREEMENT - 3 - 4/2023 CITY OF CITY HALL Federal 'Way Feder 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 mvwWyoffederalway com 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Grantee in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Grantee may be grounds for immediate termination. All records submitted by the City to the Grantee will be safeguarded by the Grantee. The Grantee will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Grantee while performing the Work shall belong to the City upon delivery. The Grantee shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Grantee shall be delivered to the City. 9. BOOKS AND RECORDS. The Grantee agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Grantee shall be an independent contractor and that the Grantee has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Grantee sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Grantee, shall not be deemed to convert this Agreement to an employment contract. 10.2 Safety. Grantee shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Grantee shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Grantee shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Grantee shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Grantee shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for TOURISM GRANT AGREEMENT - 4 - 4/2023 CITY OF CITY HALL Fed e ra l Wa Feder l Avenue South � Federal Way. WA 98003-6325 (253)835-7000 mm ciryo(federalway com the same. 10.3 Risk of Work. All work shall be done at Grantee's own risk, and Grantee shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Grantee, shall not be deemed to convert this Agreement to an employment contract. Even though Grantee is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Grantee may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Grantee's ability to perform the Services. Grantee agrees to resolve any such conflicts of interest in favor of the City. Grantee confirms that Grantee 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 the Grantee's selection, negotiation, drafting, signing, administration, or evaluating the Grantee's performance. 12. E UAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Grantee or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Grantee shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Grantee nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. TOURISM GRANT AGREEMENT - 5 - 4/2023 c1 rY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 tvmv atyoffederalway. con? Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Grantee shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Grantee's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Grantee represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. TOURISM GRANT AGREEMENT - 6 - 4/2023 CITY OF Way CITY decal L 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www ciryoffederahmy com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Jim &01 1 Mayor DATE: / PACIFIC RACEWAYS TRACK LLC: Printed Name: -:Jo N,�� ��- Title: l�j �►rti �v-c,�4�V�� �' DATE: ! l Z- .za STATE OF WASHINGTON ) ) ss. COUNTY OF� _} ATTEST: S*Inie Courtney, CM ity Clerk APPROVED AS TO FORM: OJ� J. yan Call, City Attorney On this day personally appeared before me Tphq rain� , to me known to be the C-,���.�,,► manac r of Pacific Raceways Track LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument. �a1i�8i/ Fp�i� and official seal this I, day of l 120231. .•, �'�� `fir :4 A0 Notary's signature t . • Notary's printed na �V1Ft k[C of- MCCattLe z _ Notary Public in and for the State f Washington. N My commission expires d t TOURISM GRANT AGREEMENT - 7 - 4/2023 CITY ❑ F Federal 1. Event. NHRA Northwest Nationals 2. Work. CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoflederalway com EXHIBIT "A" WORK The Grantee will hold the NHRA Northwest Nationals on July 21, 2023, through July 23, 2023, to be held at Pacific Raceways in Kent, WA. The event is open to the public however there is an admission fee. 3. Publicity/Promotion. All publicity and promotional materials including, but not limited to brochures, press releases, programs, posters, public service announcements, flyers and advertisements, shall credit the City of Federal Way for its support of this project. The Grantee agrees to allow its name and information regarding the professional background and expertise of the Grantee, including titles and information about published works to be used for pre -event marketing and promotional purposes. TOURISM GRANT AGREEMENT - 8 - 4/2023 CITY of CITY HALL Fe d e ra I Wa Feder 8th Avenue South � Federal Way. WA 98003-6325 (253)835-7000 www criyoffederalway. com EXHIBIT "B" COMPENSATION 1. Total Compensation. In consideration of the Grantee producing the Event and performing the Work, the City agrees to pay the Grantee a sponsorship in an amount not to exceed Fifty Thousand and NO/100 Dollars ($50,000.00), calculated on the actual reimbursable reasonable expenses incurred by the Grantee pursuant to this Agreement; provided, however, that such costs shall be deemed reasonable in the City's sole discretion. The term "reimbursable expenses" shall mean those expenses used to promote tourism and economic activity within the City of Federal Way. 2. Method of Payment In consideration of the Grantee performing the work, the City will pay the Grantee, Fifty Thousand and NO/100 Dollars ($50,000.00), upon receiving a Post Events/Non-Events Program Report and TEG Award Invoice. This report is required to be submitted no later than 60 days after the event's completion. The City agrees to reimburse the actual costs up to the amount granted within 30 days after approving the Post Events/Non-Events Program Report, that include invoices reconciling to the grant awarded for eligible expenditures made by the grantee for the purpose of organizing the Events or Non -Events program. All invoices must be submitted together with invoices (preferably the original) from all relevant vendors for services and products related to the Events or Non -Events program. Failure to submit the Post Events/Non-Events Program Report and TEG Invoice will prevent disbursement of any Tourism Enhancement Grant and may disqualify applicants from future TEG awards. TOURISM GRANT AGREEMENT - 9 - 4/2023 CITY OF ,.&.. 33325 8th Avenue South, Federal Way, WA 98003 Federal Way ❑✓ New Vendor ❑ Update Form To add your business to our vendor file, or update information, please complete this form and mail to 33325 8" Ave South Federal Way, WA 98003 or fax #253-835-2509 or email accountspayable@cityofFederalway.com Business Inforinalion (as shown on your federal tax return) (For office use only) VN#: 1. Business Name: Pacific Raceways Track LLC DBA 2. Contact Name: John Ramsey 3. Business Address: 31001 144th Ave SE Kent, WA 98042 City State Zip Code 4. Remit To Address (if different): City/State. Zip Code 5. Phone #: (253) 639-5927 Fax #: E-Mail: johnr Qt7 acificraceways.eom 6. Will you provide suppplies or service to the City of Federal Way? ❑ Supplies ❑ Services 7. City of Federal Way Staff/Department Contact Name: Tanja Carter Business T pe ( Please Check aplJranri¢te bos for federal lair classification of persoidentitr entered on line 1) ❑ C Corporation ❑ S Corporation ❑✓ Partnership ❑ Government Agency ❑ Trust/Estate ❑ Non -Profit (ifexeat, Exempt payee code) ❑ Sole Proprietor 87-3045065 Federal ID/EIN # (9 digits) Federal ID # (9 digits) or Social Security Number If you are not a corporation, is your Business subject to 1099 reporting? State of Washington U. B. I. # ❑ Yes ❑ No ❑✓ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) > Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for US federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other (see instructions) Exemptions (codes apply only to certain entitles, not individuals; see instruction) Exempt payee code (if any) Exemption from FATCA reporting code (if any) Certification: Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identi iication number (or I am waiting for a number to be issued to me); and ?. 1 am not subject to backup withoiding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to. backup withholding as a result of a Catlure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup witholding; and 3, I am a US citizen or other U-S. person (defined bclow); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid baricup withholding Sigh Here Slanature of U.S. person > _ -� Date > 7/10/2023 For information call: 253.835.2525 or Fax: 253.835.2509 or e-mail: accountspayablese_i;cityotfederalway.coln Rev 1 2021 What is FATCA Reporting? The Foreign Account Tax Compliance Act (FACTA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information littps://www.irs.gipv/pub/i.rs-pdf/iw9.pdf IF the entity/person on line 1 is a n .... THEN check the box for.... • Co oration Corporation • Individual Individual/sole proprietor or single member LLC • Sole proprietorship, or • Single -member limited liability company (LLC) owner by and individual and disregarded for U.S. federal tax purposes. • LLC treated as a partnership for U.S. federal tax Limited liability company and enter the appropriate tax purposes. classification. (P = Partnership; C = C corporation; or S = S • LLC that has filed FORM 8832 or 2553 to be taxed as a corporation) corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. • Partnership Partnership • Trust/estate Trust/estate For information call: 253.835.2525 or Fax: 253.835.2509 or e-mail: aecountspAyable eocilyofft-deralway.com Rev 1 2021 7/5/23, 2:15 PM Corporations and Charities System BUSINESS INFORMATION Business Name: PACIFIC RACEWAYS TRACK LLC UBI Number: 604 814 296 Business Type: WA LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 111 NE NORTHLAKE WAY FL 2, SEATTLE, WA, 98105-6830, UNITED STATES Principal Office Mailing Address: PO BOX 31529, SEATTLE, WA, 98103-1529, UNITED STATES Expiration Date: 10/31/2023 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 10/12/2021 Period of Duration: PERPETUAL Inactive Date: Nature of Business: AUTO RACING FACILITY OPERATION REGISTERED AGENT INFORMATION Registered Agent Name: J DAN JR FIORITO Street Address: 111 NE NORTHLAKE WAY FL 2, SEATTLE, WA, 98105-6830, UNITED STATES Mailing Address: PO BOX 31529, SEATTLE, WA, 98103-1529, UNITED STATES GOVERNORS Title GOVERNOR Governors Type INDIVIDUAL Entity Name First Name J DAN JR Last Name FIORITO https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1/1 7/5/23, 2:23 PM Washington State Department of Revenue Washington State ®epar"ment Ot I-�ever)ue < Business Lookup License Information: New search Back to results Entity name: PACIFIC RACEWAYS TRACK LLC Business PACIFIC RACEWAYS TRACK LLC name: Entity type: Limited Liability Company UBI #: 604-814-296 Business ID: 001 Location ID: 0001 Location: Active Location address: 31001 144TH AVE SE KENT WA 98042-4601 Mailing address: PO BOX 31529 SEATTLE WA 98103-1529 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements Endorsements held z License # Count Details Expiratior First issua Minor Work Permit Active Oct-31-2( Nov-01-2 https://secure.dor.wa.gov/gteunauth/—/#2 1/2 7/5/23, 2:23 PM Washington State Department of Revenue Endorsements held z License # Count Status Expiration First issua Governing People May include governing people not registered with Secretary of State Governing people FIORITO, J DAN JR Registered Trade Names Registered trade names First issued PACIFIC RACEWAYS Active Oct-28-2021 The Business Lookup information is updated nightly. Search date and time: 7/5/2023 2:05:38 P NI Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported hftps://secure.dor.wa.gov/gteunauth/—/#2 2/2 PACIRAC-01 JTULIPA ACORQ' �� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDmrw) 7M0/2023 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 d the atta Hub International Northwest LLC PO Box 3018 (AICC, No, E:q: (425) 489-4500 FAX No :(425) 485-8489 Bothell, WA 98041 now.info hubinturnatiortal.corn INSURERISI AFFORDING COVERAGE NAIC # INSURED Pacific Raceways Track LLC dba Pacific Raceways 31001 144th Ave. SE Kent, WA 98042 INSURERA !Lexington Insurance Company INSURER B : New Hampshire Insurance Company INSURER C : National Union Fire Insurance Company of Pittsburgh, PA INSURER D INSURER E INSURER F : 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. 99SR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF POLICY EXP LIMITS LTRSD WVD M1B MM/DO A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR 41-LX-089476908-0 3/12/2023 3/12/2024 DAMAGE TO RENTRF;MIZ�S (Fa 1,000,000$ 1,000,000 MED EXP (Any oneperson)S 1,000,000 L AGGREGATE LIMIT APPLIES PER: POLICY D PET LOC B AUTOMOBILE X X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY 01-CA-044250310-0 3/12/2023 3/12/2024 Ea ®esrr+ar+ Zi11Yu1.0 u BODILY INJURY Per BODILY INJURY JPar e PPROaERd Y DAMAGE C UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 29-UD-019920060-0 3/12/2023 3/12/2024 EACH OCCURRENCE X AGGREGATE DIED I X I RETENTIONS 0 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N {ANY ��P��RHO!PFARIIETOR/PARTNER/EXECUTIVE ❑ [diwptdatDry In NH) EXCLUDED? If yes, describe under DESCRIPTION OF OPERATIONS below N / A ,41-LX-089476908-0 3/12/2023 3/12/2024 PERUTE X E.L- EACH ACCIDENT E.L. DISEASE - EA EM E.L. DISEASE -POUC S 1 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ire: Tourism Grant Sponsorship agreement City of Tacoma is included as Additional Insured with respect to General Liability where required by written contract. Coverage is Primary and Noncontributory per attached forms. City of Federal Way 33326 8th Ave South Federal Way, WA 98003-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional 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 CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1