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2021-31 Visit Greater PS - STVR 1% TBID TOT Collection1 VISIT GREATER PALM SPRINGS AGREEMENT FOR COLLECTION OF THE GREATER PALM SPRINGS TOURISM BUSINESS IMPROVEMENT DISTRICT ASSESSMENT ON SHORT-TERM VACATION RENTALS (City of La Quinta) 1. PARTIES AND DATE. This Agreement is made and entered into this ___ day of _____, 2021, by and between Visit Greater Palm Springs (formerly known as Greater Palm Springs Convention & Visitors Bureau), a joint powers authority operating under the Joint Exercise of Power Act (California Government Code §§6500 et seq.), located in the County of Riverside, State of California (“Visit GPS”), and the City of La Quinta, a California charter city (“City”). Visit GPS and City are sometimes individually referred to herein as “Party” and collectively as “Parties.” 2. RECITALS. 2.1 The Greater Palm Springs Tourism Business Improvement District (“GPSTBID”) Assessment. On November 20, 2020, the JPA Executive Committee of Visit GPS adopted and approved Resolution No. JPA 2020-005 (“Resolution”), whereby the GPSTBID was renewed for a ten (10) year period beginning July 1, 2021 through June 30, 2031. Attached to the Resolution was the Management District Plan (“Plan”). According to the Resolution, the annual assessment rate for the GPSTBID is three percent (3%) of hotels’ gross short-term room rental revenue and one percent (1%) of vacation rentals’ gross short-term vacation rental revenue. This Agreement applies only to the City’s and GPSTBID’s rights and obligations related to the collection of the one- percent (1%) GPSTBID assessment applicable to short-term vacation rental units, as defined in La Quinta Municipal Code section 3.25.030 (referred to herein as “short-term vacation rentals” or “STVRs”). Visit GPS and City desire to enter into an agreement regarding City’s obligation to collect the vacation rentals’ gross short-term vacation rental revenue and deliver said sums to Visit GPS for the purpose of funding the activities set forth in the Plan to benefit businesses in the GPSTBID. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 City’s Duties. City promises and agrees to perform the following duties (“Services”) with respect to the collection of the vacation rentals’ gross short-term 30th Nov. 2 rental revenue and the delivery of said sums to Visit GPS. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations. a. The annual assessment rate for the GPSTBID is one percent (1%) of gross rental revenue of short-term vacation rentals (the “GPSTBID Assessment”); provided, however that said GPSTBID Assessments need not be collected on stays of more than twenty-seven (27) consecutive days. b. City shall separately list and add the 1% GPSTBID Assessment collection for short-term vacation rentals to the City’s transient occupancy tax (TOT) filing forms, whether paper or digital, and remit aggregated collections of the GPSTBID Assessment to the Visit GPS quarterly by the last business day of the month following the end of each quarter, net of collection fee, per section 3.1.1.c below. Notwithstanding the previous sentence, the City reserves the right to remove the 1% GPSTBID Assessment from the City’s TOT filing forms by providing Visit GPS no less than six (6) months’ prior notice that the City intends to modify the TOT filing forms based on a change in billing practices or a change in vendor and/or vendor costs relating to the TOT filing forms, or based on requirements of any applicable law or court order. If City removes the 1% GPSTBID Assessment from the City’s TOT filing forms as provided herein, City shall have no obligation to collect on behalf of Visit GPS any payments from property owners for the GPSTBID Assessment, but any aggregate collections that City does receive that can be directly attributable to the 1% GPSTBID Assessment shall be remitted to Visit GPS within thirty (30) days of receipt by City. c. City shall have the right to retain a collection fee equal to the cost incurred by the City to administer this Agreement and collection and remittance of the GPSTBID Assessment, which shall be five percent (5%) of the amount of GPSTBID Assessment collected for short-term vacation rental revenue. d. City may add information regarding the GPSTBID Assessment provided by Visit GPS to City’s short-term vacation rental website and other communications to STVR owners and property managers where applicable. e. City periodically updates its short-term vacation rental website with a listing of addresses and contacts for permitted short- term vacation rentals within the City, and Visit GPS may access that website to confirm permitted short-term vacation rentals 3 and for additions to/deletions from registered short term rentals in City. f. City shall provide Visit GPS with the information for permit- holders of short-term vacation rentals that do not remit the 1% GPSTBID Assessment to City. City shall provide this information to Visit GPS once the City becomes aware of any such short- term vacation rentals that do not remit the GPSTBID Assessment. g. City shall neither be responsible for nor liable for pursuing any delinquent GPSTBID Assessments from assessed property owners but shall collect and remit interest and penalties on delinquent GPSTBID Assessments if said interest and penalties are paid on the same form and at the same time as delinquent TOT is paid to the City. h. City shall provide Visit GPS with any known contact and business information for any known delinquent property owners for Visit GPS’s collection efforts. City may satisfy this obligation by providing the information available from a short- term vacation rental permit issued for a property known to be delinquent in paying the GPSTBID Assessment. 3.1.2 Visit GPS Duties. Visit GPS promises and agrees to perform the following duties (“Visit GPS Duties”) with respect to the use and collection of the short- term vacation rental revenue. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations. a. Visit GPS shall use the GPSTBID Assessment revenue from short- term vacation rentals received from City for the purposes set forth in the Plan. b. Visit GPS shall be solely responsible and liable for collecting any unpaid GPSTBID Assessments due from assessed property owners, including imposing penalties and interest outlined below: i. Original Delinquency: Any assessed property owners that fail to remit any GPSTBID Assessment within the time required shall pay a penalty of ten percent (10%) of the amount of the assessment in addition to the amount of the assessment; provided, however, that if such ten percent (10%) penalty should exceed the maximum 4 penalty permitted by law, then the penalty shall be the highest amount permitted by law. ii. Penalty Delinquency: Any assessed property owners that fail to remit any penalty within ten (10) days after receipt of notice thereof shall pay interest on the penalty at the rate of one percent (1%) per month or fraction thereof on the amount of the penalty from the date on which the penalty first became due until full and complete payment of the outstanding penalty; provided, however, that if such one percent (1%) interest should exceed the maximum rate permitted by law, then the interest rate shall be the highest rate permitted by law. iii. Interest: In addition to the penalties imposed, any assessed property owner that fails to remit any GPSTBID Assessment shall pay interest at the rate of one percent (1%) per month or fraction thereof on the amount of the assessment from the date on which the assessment first became delinquent until paid; provided, however, that if such one percent (1%) interest should exceed the maximum rate permitted by law, then the interest rate shall be the highest rate permitted by law. iv. Costs of Collecting Delinquencies: Any property owner shall also be subject to the payment of the costs of collecting any delinquent GPSTBID Assessment and/or penalty, including but not limited to sending notices and initiating collection actions, which shall become a part of the assessment required to be paid. All delinquent assessments and penalties shall constitute a civil debt to Visit GPS and shall be subject to collection by Visit GPS or City by any means permitted by law. v. Penalties Capped: Notwithstanding anything to the contrary, in no event shall the total penalties, including any original delinquency penalties and interest thereon exceed the maximum amount permitted by law. 5 vi. Visit GPS Responsible Party Disclosures: City shall have the right to require Visit GPS to provide disclosures relating to any collections by Visit GPS as provided in this Agreement so that assessed property owners and any interested parties are aware and may understand that City has no jurisdiction over the administration of the GPSTBID and/or imposition and/or collection of the GPSTBID Assessment and/or penalties and interest payments related thereto. For any and all notifications, correspondence, and official proceedings relating to the collection of any unpaid GPSTBID Assessments, penalties, and/or interest due from assessed property owners, Visit GPS shall clearly convey in large bold type the following: “(1) The City of La Quinta is not a party to this collection notification or proceeding; (2) The City of La Quinta is not responsible for the imposition of the assessment that underlies this collection notification or proceeding; (3) Visit Greater Palm Springs (“Visit GPS”), formerly known as Greater Palm Springs Convention and Visitor’s Bureau, is a legally separate governmental agency from the City of La Quinta, and (4) Visit GPS is the governmental agency responsible for the imposition of the assessment that underlies this collection notification or proceeding, and Visit GPS is responsible for the administration of the Greater Palm Springs Tourism Business Improvement District and the collection and use of funds from the assessment that underlies this collection notification or proceeding. All communication and correspondence with respect to this collections notification or proceeding should be directed to Visit GPS at the following address: 70100 California State Highway 111, Rancho Mirage, CA 92270.” c. Permit holder payment Information provided by City shall be confidential to the extent provided by applicable state and federal law and is provided solely for Visit GPS’s use in determining GPSTBID assessment payments. 6 3.1.3 Term. The term of this Agreement shall be for the term of the GPSTBID unless the Term of the Agreement is terminated earlier because the City, as may be authorized by and pursuant to applicable law (including the Joint Exercise of Powers Act), either discontinues as a member of Visit GPS or opts-out of participating in the GPSTBID. 3.2. Representatives 3.2.1 City Representative. City hereby designates the City Manager and City Finance Director, or his/her/their designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of City for all purposes under this Agreement. Visit GPS shall not accept direction or orders from any person other than City’s Representative or his or her designee. 3.2.2 Visit GPS’s Representative. Visit GPS hereby designates Scott White, its President & CEO, or his or her designee, to act as its representative for the performance of this Agreement (“Visit GPS’s Representative”). Visit GPS’s Representative shall have full authority to represent and act on behalf of Visit GPS for all purposes under this Agreement. 3.3 Termination of Agreement. 3.3 .1 Grounds for Termination. Either Party may terminate this Agreement, with or without cause, by giving ninety (90) days’ written notice. 3.4 General Provisions. 3.4.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective parties may provide in writing for this purpose: City: City of La Quinta Attention: City Manager & City Finance Director 78-495 Calle Tampico La Quinta, CA 92253 Visit GPS: Visit Greater Palm Springs Attention: Bill Judson, Vice President, Finance & Administration 70100 CA-111 Rancho Mirage, CA 92270 7 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.4.2 Indemnification. To the fullest extent permitted by law, Visit GPS shall defend, indemnify and hold City, its council members, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Visit GPS, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses, except to the extent any such claim arising out of the sole negligence, recklessness or willful misconduct of City. To the fullest extent permitted by law, City shall defend, indemnify and hold Visit GPS, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of City, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses, except to the extent any such claim arising out of the sole negligence, recklessness or willful misconduct of Visit GPS 3.4.3 Independent Contractor. It is agreed and understood that Visit GPS is a legally separate governmental agency and wholly independent contractor from the City. This Agreement is not intended and shall not be construed to create the relationship of agent, employee, servant, partnership, joint venture or association as between Visit GPS and City. Neither City nor its agents shall have control over the conduct of Visit GPS except as set forth herein. City shall have no liability or responsibility for payment of any wage or benefits to Visit GPS’s employees, for whom Visit GPS shall bear sole responsibility and liability. 3.4.4 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.4.5 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. The captions of the various articles and 8 paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.4.6 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.4.7 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.4.8 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.4.9 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.4.10 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.4.11 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action. 3.4.12 Governing law. This Agreement shall be governed by the laws of the State of California, with venue being proper in the Superior Court for the State of California, County of Riverside. 3.4.13 Time of Essence. Time is of the essence of each and every provision of this Agreement. 3.4.14 Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.4.15 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.4.16 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.