Tourism Development Commission (Meets on the first Tuesday at 1PM)

AGENDA TOURISM DEVELOPMENT COMMISSION SPECIAL MEETING THURSDAY, July 14th , 2022, 1:00 P.M. Government Center 270 Video call link: https://meet.google.com/zot-iwez-hjj Or dial: (US) +1 617-675-4444 PIN: 276 209 575 5582# Mission Statement: “The Superior Tourism Commission will develop, market, and promote Superior as a destination for visitors to stay and enjoy our natural landscape, culture, arts, parks, and businesses.” Commissioners: Lindsey Graskey (Chair), Mark Johnson (Council Representative), Steven Pool, JoAnn Jardine, Melissa LaTour, and Pattie Soliday (Vice Chair) 1. Call to Order 2. Roll Call 3. Financials 4. Approve Travel Superior Contract 5. Approve Bong Center Contract 6. Adjournment Notice is hereby given that a majority of the members of the Common Council may be present at the meeting, and although this may constitute a quorum of the Common Council, the Council will not take any action at this meeting. ********************************************************************************************************************* Pursuant to the Americans with Disabilities Act of 1990, if you are in need of an accommodation to participate in the public meeting process, please call (715) 395-7200 by 4:30 p.m. on the day prior to the scheduled meeting date (OR dial 711 for Telecommunications Relay Service). The City will attempt to accommodate any request depending on the amount of notice received. ********************************************************************************************************************* In compliance with Wisconsin Open Meetings Law, this agenda was posted on 5/4/2022 at the following locations: Superior Government Center, Douglas County Courthouse, and online at https://www.ci.superior.wi.us/agendacenter. It was also emailed to the Superior Public Library and the Superior Telegram, and PACT. Page 1 of 1  Tourism Development Commission Working Budget/Commitments As of July 11, 2022 Projected Funds = 70% of the Total Hotel‐Motel Tax Collected = $ 661,450.94 Category Budgeted Approved Remaining Tourism Grants $ 75,000.00 $ ‐ $ 75,000.00 Related Tourism Partners (Museums, Visitor Center, etc.) $ 200,000.00 Visitor Center $ 40,000.00 Bong Museum $ 164,243.00 Total Related Tourism Partners (Museums, Visitor Center, Etc.) $ 200,000.00 $ 204,243.00 $ (4,243.00) SWIM Creative $ 250,000.00 $ 250,000.00 $ ‐ Visitor Guide $ 55,000.00 $ ‐ $ 55,000.00 Contingency $ 15,000.00 $ 15,000.00 Film Incentives $ 20,000.00 $ (20,000.00) Total Contingency $ 15,000.00 $ 20,000.00 $ (5,000.00) Reserves $ 46,450.94 $ ‐ $ 46,450.94 Miscellaneous (Advertising for RFP) $ ‐ $ 108.25 $ (108.25) $ 656,450.94 $ 290,108.25 $ 162,099.69 Collections 2022 (70%) Q1 2022 Q2 2022 Q3 2022 Q4 2022 Total 2022 Hotel‐Motel Tax Collections $ 132,904.36 $ 218,329.20 $ ‐ $ ‐ $ 351,233.56 Collections 2021 (70%) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Total 2021 Hotel‐Motel Tax Collections $ 114,692.19 $ 175,407.15 $ 251,028.22 $ 147,289.83 $ 688,417.39 Change: $ 18,212.17 $ 42,922.05 $ (251,028.22) $ (147,289.83) $ (337,183.83) Deb Kamunen 07/12/2022  GRANT AWARD AGREEMENT THIS GRANT AWARD AGREEMENT (“Agreement”) is made and entered by and between the City of Superior (“City”) and the Superior-Douglas County Visitor Bureau, Inc., dba Travel Superior (“Grantee”). WHEREAS, Grantee has submitted a grant application to the City and the Superior Tourism Development Commission (TDC) dated February 25, 2022 (the “Application”) to fund the project described therein (the “Project”); and WHEREAS, the City agrees to make a grant to Grantee for a not to exceed amount of forty thousand dollars ($40,000.00) to fund the Project, subject to the terms and conditions set forth herein (the “Grant”). NOW, THEREFORE, the parties agree as follows: 1. Scope of Project. Grantee shall perform the Project as set forth in the Application, a copy of which is provided as Attachment A and which is incorporated by this reference as if fully recited herein. Eligible expenditures of Grant funds by the Grantee must be strictly for operational costs, promotions and branding, and payroll directly related to the Superior-Douglas County Welcome Center. Any variations in the Project or the use of Grant funds from that described in this section requires the advance express written approval of the City. 2. Project Period. The Project has been approved for the period of August 1, 2022 through December 31, 2022 (the “Project Period”). All expenditures eligible for Grant funds must be spent within the Project Period by the Grantee. Should Grantee desire to extend the duration of the Project Period, Grantee shall submit a written request to the TDC and the City no later than 60 days prior to the Project Period end date. If the TDC and the City approves the extension, the parties shall execute an amendment to this Agreement. An extension of the Project Period will not result in an increase in funding. 3. Payment. The Grant funds available pursuant to this Agreement will be paid by the City to the Grantee only after the Grantee provides the documentation as required by the City. Payment will be made monthly to the Grantee upon receipt and approval by the TDC and the City of acceptable invoices. Monthly invoices must include detailed descriptions of  expenses and supporting documentation related to the expenses for the period covered by each invoice. If the Grantee fails to comply with any of the provisions of this Agreement, the City may withhold, temporarily or permanently, all, or any, unpaid portion of the Grant upon giving written notice to the Grantee, and/or terminate this Agreement and the City shall have no further funding obligation to the Grantee under this Agreement. The Grantee shall repay the City for all unauthorized, illegal or unlawful receipt of funds, including unlawful and/or unauthorized receipt of funds discovered after the expiration of this Agreement. In the event the Grantee ceases to exist, or ceases or suspends its operation for any reason, any remaining unpaid portion of this Agreement shall be retained by the City and the City shall have no further funding obligation to Grantee with regard to those unpaid funds. The determination that the Grantee has ceased or suspended its operation shall be made solely by the City and the Grantee, its successors or assigns in interest, agrees to be bound by the City’s determination. Funds which are to be repaid to the City pursuant to this Agreement, are to be repaid by delivering to the City a cashier’s check for the total amount due payable to the City of Superior within thirty (30) days of the City’s demand. All corporate, partnership officers or owners of Grantee are individually and severally responsible for refunding grant funds to the City in the event of a default. Invoices shall be submitted to: City of Superior Attn: Mayor’s Office 1316 N. 14th Street Superior, WI 54880 4. Termination The City reserves the right to terminate this Agreement for any reason upon ten (10) days’ written notice to Grantee. The City shall pay the Grantee any acceptable invoices for expenses during the notice period. 5. Indemnification. The Grantee agrees to protect, defend, reimburse, indemnify and hold the City, its agents, its employees and elected officers and each of them, free and harmless at all times from and against any and all claims, liability, expenses, losses, costs, fines and damages, including reasonable attorney’s fees, and causes of action of every kind and character against and from City which may arise out of this Agreement. 6. Insurance. Grantee must provide the City with evidence of insurance as follows: general liability insurance - $1,000,000; umbrella - $1,000,000; and evidence of auto liability insurance and worker’s compensation insurance. This evidence of insurance must be provided to: City of Superior Attn: Contract Analyst 1316 N 14th Street Superior, WI 54880 7. No Relationship. Grantee understands and agrees that the relationship of Grantee and the City arising out of this Agreement is that of a contracted service provider, not an employee or contracted employee of the City of Superior, the Mayor’s office, or any other entity within the municipality, and therefore, is not entitled to any benefits provided to employees of the City of Superior. 8. Taxes. Grantee will act as an independent entity and will be responsible for all federal, state and local taxes arising in accordance with this Agreement, as well as any other taxes, fees or licensing expenses pertaining to this Agreement. 9. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the maters contained herein, and supersedes all other written and oral agreements between the parties with respect to such matters. 10. Modification. This Agreement is binding only when signed by both parties. Any modifications or amendments must be in writing and signed by both parties. 11. Force Majeure. Each party shall be excused from any breach of this Agreement which is causes by war, strike, and act of Nature or other similar circumstances normally deemed outside the control of well-managed businesses. 12. Governing Law. The Agreement will be interpreted, and the rights and liabilities of the Parties determined, in accordance with the laws of the State of Wisconsin. 13. Headings and Captions. Headings and Captions appear solely for convenience of reference. Such headings and captions are not part of this Agreement and shall not be used to construe it. 14. Validity. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 15. Integrated Agreement. This Agreement contains the entire Agreement and understanding among the Parties regarding the matters set forth herein and supersedes all previous  negotiations, discussions, and understandings regarding such matters. The Parties acknowledge and represent that they have not relied on any promise, inducement, representation, or other statement made in connection with this Agreement that is not expressly contained herein. The terms of this Agreement are contractual and not a mere recital. 16. Non-Discrimination. Upon execution of this Agreement, Grantee agrees as follows: Grantee does not discriminate against any employee, applicate for employment, independent contractor, or any other person because of race, color, religion, sex, sexual orientation, gender identity, or national origin. 17. No Guarantee of Future Funding. Provision of this Grant does not imply any future funding commitment by the City. IN WITNESS WHEREOF, we have hereby executed this Agreement August 1, 2022. Grantee: Superior-Douglas County Visitor Bureau, Inc. dba Travel Superior 205 Belknap Street Superior, WI 54880 ____________________________ Taylor Pedersen, President/CEO City of Superior, Wisconsin: ____________________________ _______________________________ Mayor City Clerk ____________________________ _______________________________ Assistant Finance Director City Attorney Approved at the Superior City Council meeting on: 4 Tourism Development Commission 5.9.22 5 Tourism Development Commission 5.9.22 6 Tourism Development Commission 5.9.22 7 Tourism Development Commission 5.9.22 8 Tourism Development Commission 5.9.22 9 Tourism Development Commission 5.9.22 10 Tourism Development Commission 5.9.22 11 Tourism Development Commission 5.9.22 12 Tourism Development Commission 5.9.22 13 Tourism Development Commission 5.9.22 14 Tourism Development Commission 5.9.22 15 Tourism Development Commission 5.9.22 85 Tourism Development Commission 5.9.22  GRANT AWARD AGREEMENT THIS GRANT AWARD AGREEMENT (“Agreement”) is made and entered by and between the City of Superior (“City”) and the Bong P-38 Fund, Inc., dba Richard I. Bong Veterans Historical Center (“Grantee”). WHEREAS, Grantee has submitted a grant application to the City and the Superior Tourism Development Commission (TDC) dated February 18, 2022 (the “Application”) to fund the project described therein (the “Project”); and WHEREAS, the City agrees to make a grant to Grantee for a not to exceed amount of one hundred sixty-four thousand, two hundred forty-three dollars ($164,243.00) to fund the Project, subject to the terms and conditions set forth herein (the “Grant”). NOW, THEREFORE, the parties agree as follows: 1. Scope of Project. Grantee shall perform the Project as set forth in the Application, a copy of which is provided as Attachment A and which is incorporated by this reference as if fully recited herein. Eligible expenditures of Grant funds by the Grantee must be strictly for operations and marketing expenses as outlined in the “Marketing Budget Proposal: Tourism Commission” in Attachment A. Any variations in the Project or the use of Grant funds from that described in this section requires the advance express written approval of the City. 2. Project. Period. The Project has been approved for the period of January 1, 2022 through December 31, 2022 (the “Project Period”). Should Grantee desire to extend the duration of the Project Period, Grantee shall submit a written request to the TDC and the City no later than 60 days prior to the Project Period end date. If the TDC and the City approves the extension, the parties shall execute an amendment to this Agreement. An extension of the Project Period will not result in an increase in funding. 3. Payment. The Grant funds available pursuant to this Agreement will be paid by the City to the Grantee only after the Grantee provides the documentation as required by the City. Payment will be made monthly to the Grantee upon receipt and approval by the TDC and the City of acceptable invoices. Monthly invoices must include detailed descriptions of expenses and supporting documentation related to the expenses for the period covered by each invoice.  If the Grantee fails to comply with any of the provisions of this Agreement, the City may withhold, temporarily or permanently, all, or any, unpaid portion of the Grant upon giving written notice to the Grantee, and/or terminate this Agreement and the City shall have no further funding obligation to the Grantee under this Agreement. The Grantee shall repay the City for all unauthorized, illegal or unlawful receipt of funds, including unlawful and/or unauthorized receipt of funds discovered after the expiration of this Agreement. In the event the Grantee ceases to exist, or ceases or suspends its operation for any reason, any remaining unpaid portion of this Agreement shall be retained by the City and the City shall have no further funding obligation to Grantee with regard to those unpaid funds. The determination that the Grantee has ceased or suspended its operation shall be made solely by the City and the Grantee, its successors or assigns in interest, agrees to be bound by the City’s determination. Funds which are to be repaid to the City pursuant to this Agreement, are to be repaid by delivering to the City a cashier’s check for the total amount due payable to the City of Superior within thirty (30) days of the City’s demand. All corporate, partnership officers or owners of Grantee are individually and severally responsible for refunding grant funds to the City in the event of a default. Invoices shall be submitted to: City of Superior Attn: Mayor’s Office 1316 N. 14th Street Superior, WI 54880 4. Termination The City reserves the right to terminate this Agreement for any reason upon ten (10) days’ written notice to Grantee. The City shall pay the Grantee any acceptable invoices for expenses during the notice period. 5. Indemnification. The Grantee agrees to protect, defend, reimburse, indemnify and hold the City, its agents, its employees and elected officers and each of them, free and harmless at all times from and against any and all claims, liability, expenses, losses, costs, fines and damages, including reasonable attorney’s fees, and causes of action of every kind and character against and from City which may arise out of this Agreement. 6. Insurance. Grantee must provide the City with evidence of insurance as follows: general liability insurance - $1,000,000; umbrella - $1,000,000; and evidence of auto liability insurance and worker’s compensation insurance. This evidence of insurance must be provided to:  City of Superior Attn: Contract Analyst 1316 N 14th Street Superior, WI 54880 7. No Relationship. Grantee understands and agrees that the relationship of Grantee and the City arising out of this Agreement is that of a contracted service provider, not an employee or contracted employee of the City of Superior, the Mayor’s office, or any other entity within the municipality, and therefore, is not entitled to any benefits provided to employees of the City of Superior. 8. Taxes. Grantee will act as an independent entity and will be responsible for all federal, state and local taxes arising in accordance with this Agreement, as well as any other taxes, fees or licensing expenses pertaining to this Agreement. 9. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the maters contained herein, and supersedes all other written and oral agreements between the parties with respect to such matters. 10. Modification. This Agreement is binding only when signed by both parties. Any modifications or amendments must be in writing and signed by both parties. 11. Force Majeure. Each party shall be excused from any breach of this Agreement which is causes by war, strike, and act of Nature or other similar circumstances normally deemed outside the control of well-managed businesses. 12. Governing Law. The Agreement will be interpreted, and the rights and liabilities of the Parties determined, in accordance with the laws of the State of Wisconsin. 13. Headings and Captions. Headings and Captions appear solely for convenience of reference. Such headings and captions are not part of this Agreement and shall not be used to construe it. 14. Validity. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 15. Integrated Agreement. This Agreement contains the entire Agreement and understanding among the Parties regarding the matters set forth herein and supersedes all previous negotiations, discussions, and understandings regarding such matters. The Parties acknowledge and represent that they have not relied on any promise, inducement, representation, or other statement made in connection with this Agreement that is not  expressly contained herein. The terms of this Agreement are contractual and not a mere recital. 16. Non-Discrimination. Upon execution of this Agreement, Grantee agrees as follows: Grantee does not discriminate against any employee, applicate for employment, independent contractor, or any other person because of race, color, religion, sex, sexual orientation, gender identity, or national origin. 17. No Guarantee of Future Funding. Provision of this Grant does not imply any future funding commitment by the City. IN WITNESS WHEREOF, we have hereby executed this Agreement August 1, 2022. Grantee: Bong P-38 Fund, Inc. dba Richard I. Bong Veterans Historical Center 305 East 2nd Street Superior, WI 54880 ____________________________ John Gidley, Executive Director City of Superior, Wisconsin: ____________________________ _______________________________ Mayor City Clerk ____________________________ _______________________________ Assistant Finance Director City Attorney Approved at the Superior City Council meeting on: Attachment A Grant Application