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HomeMy WebLinkAbout000923 Original Contract City of Port Angeles Record # 000923 CITY OF PORT ANGELES AND PORT ANGELES DOWNTOWN ASSOCIATION THIS AGREEMENT is entered into this k— day of ' 2015, by and between the City of Port Angeles, Washington, a municipal corporation, hereinafter called "City", and the Port Angeles Downtown Association, a non-profit corporation, hereinafter called "PADA." WHEREAS, the City is authorized by state law to render governmental services and to engage in economic development activities; and WHEREAS, as the commercial hub of Port Angeles, the downtown area is vital to the economic health of the City; and WHEREAS, City government derives sales tax revenues from downtown businesses, which revenues would be enhanced by efforts to strengthen and revitalize the downtown area; and WHEREAS, City and the PADA previously have cooperated in the Washington State Main Street Program,business development, and other related activities; and WHEREAS, the City and the PADA find it desirable to enter into a new agreement on terms and conditions intended to assist the PADA to become more successful, NOW, THEREFORE, in consideration of the above representations and the mutual covenants and agreements herein,the parties agree as follows: 1. Recitals: The PADA in the past has performed for the City a variety of services relating to and for the benefit of the City's central business district. The parties agree that it is in the best interest of the City that PADA continue to perform certain functions and duties relating to the City's central business district. However, the parties agree that it is necessary to revise the relationship of the City and the PADA. 2. Termination of the Prior Agreement: In consideration for the benefits to be derived from this Agreement, the parties hereby terminate and rescind the Funding Agreement dated January ,I - 1 - I 1, 2010. No rights survive that Funding Agreement, and no obligations or payments are due under that Funding Agreement. Each party hereby waives and relinquishes any and all rights, claims, or causes of action that may have existed under the Funding Agreement or any prior funding agreement at any time existing between the City and the PADA. This Agreement replaces and supersedes the Funding Agreement and all prior funding agreements at any time existing between the City and the PADA. 3. Term. This Agreement shall be effective on the Date of signature and terminate December 31, 2016, unless sooner terminated as provided in this Agreement. 4. Scope of Work. During the term of this Agreement, the PADA shall perform tasks and implement programs and services to best achieve the following goals: • Encourage and promote economic development in the downtown area; • Strengthen and revitalize commerce in the downtown area; • Engage in the Washington State Main Street Program to enhance businesses and the environment in the downtown area; • Improve the aesthetics of the downtown area; • Sponsor and promote public events in the downtown area; • Engage professional management, planning, and promotion for the area, including the management and promotion of retail trade activities in the area. The PADA shall devise and implement such tasks, service and programs as will best achieve the goals stated above. In addition, PADA shall perform the particular services and tasks described in the annual work plan attached as Exhibit A. The work plan shall be updated and mutually agreed upon for each calendar year. It is the responsibility of the PADA to perform each service and task in a timely manner and to plan and manage each service and task 5. Compensation. In consideration for the services and tasks to be performed by the PADA, the City shall compensate the PADA as follows: within 20 days after this Agreement is fully approved and executed by both parties, the City shall pay to the PADA the amount of $33,169.95, which is the amount of Parking and Business Improvement Area (PBIA; chapter 3.72 PAMC) assessments currently held by the City. Thereafter, each calendar quarter, the City shall pay to the PADA the PBIA assessments collected that quarter. As additional consideration in support of the goals of this Agreement, the City shall, before the expiry of this Agreement, seal coat and stripe the parking lots commonly known as lot - 2 - C and lot F6. Reporting. A. Record Keeping and Reporting. The PADA shall maintain records and report to the City as follows: 1) The PADA shall maintain accounts and records that accurately reflect the revenues and expenses for all services performed under this Agreement. The PADA shall follow Generally Accepted Accounting Principles for non-profit agencies in maintenance of its records. 2) The PADA shall provide the City with written reports quarterly, fully describing what work has been performed pursuant to this Agreement and its revenues and expenses for the quarter, and facts demonstrating how the PADA's efforts are accomplishing the goals of this Agreement. Such reports shall incorporate the quarterly Mainstreet Program report provided to the State. 3.) Audits. As requested by the City, PADA will facilitate audits by the City of PADA's finances. The PADA will provide all financial information requested by City and comply with requirements of the Washington State Auditor for reporting,disbursements, and legal compliance. 4) The PADA's president, when requested, shall appear before the City Council to report on the PADA's activities and planned future activities pursuant to this agreement and to answer questions. 5.) To the extent feasible, cooperate on joint efforts with other local entities such as the Chamber, PABA, EDC, Port, etc. 7. Insurance Requirements. Insurance The PADA shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the PADA, its agents, representatives, or employees. Minimum Scope of Insurance PADA shall obtain insurance of the types described below: Automobile Liability insurance covering all owned, non-owned, hired and leased 3 - vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. Professional Liability insurance appropriate to the Consultant's profession. Minimum Amounts of Insurance PADA shall maintain the following insurance limits: Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. Other Insurance Provision The PADA's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they 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 PADA's insurance and shall not contribute with it. 8. General Terms. A. PADA shall keep records pertaining to this Agreement available for inspection by the i i I City's representative for three (3) years after final payment. Copies at no charge shall be made available upon request by the City. B. Indemnification and Hold Harmless. 1) PADA shall indemnify, defend and hold harmless the City, its officers, agents, employees, and volunteers, from and against any and all claims, demands, damages, judgments, losses, liability and expense (including, attorney's fees), including but not limited to those for personal injury, death or property damage suffered or incurred by any person, by reason of or in the course of performing this Agreement which is or alleged to be caused by or may directly or indirectly arise out of any act or omission of PADA, its officers, employees, agents and volunteers. 2) The City shall indemnify, defend and hold harmless PADA, its officers, agents, employees, and volunteers, from and against any and all claims, demands, damages, judgments, losses, liability and expenses (including attorney's. fees), including but not limited to those for personal injury, death or property damage suffered or incurred by any person, by reason of or in the course of performing this Agreement which is or alleged to be caused by or may directly or indirectly arise out of any act or omission of the City, its officers, employees, agents and volunteers. 3) The parties, by mutual negotiation, waive, as respects the other party, any immunity that would otherwise be available against such claims under industrial insurance provisions of Title 51 RCW. 9. Public Process Public money is being used to fund the activities performed pursuant to this Agreement. Recognizing that, the Contractor shall allow public attendance at all meetings or portions of meetings at which the directors or other representatives of the Contractor take action with regard to this agreement or to any action pursuant to this Agreement. And, the Contractor shall allow for public inspection of all records of the Contractor that relate to this Agreement or any action taken pursuant to this Agreement. 10. No Partnership. It is understood and agreed that nothing contained in this Agreement shall be considered as in any way constituting a partnership, joint venture, or any other mutual undertaking between the City and the PADA. Relationship of the PADA and the City will remain that of independent contracting parties. The PADA will be responsible for its officers, members and employees, and the City will be responsible for its officer and employees. While they are performing services pursuant to this agreement, neither one is the agent of the other. PADA, and not the City, shall have the right to control the manner and means by which the work - 5 - or services is accomplished. Consistent with this relationship, PADA staff and volunteers shall not be covered by any City benefit programs, such as health and welfare benefit plans, social security, workers compensation or unemployment compensation, and shall not be treated as an employee for federal or state tax purposes or any other purpose. 11. Non-discrimination. PADA and its employees, agents and contractors, if any, shall at all times comply with any and all federal, state or local laws, ordinances, rules or regulations with respect to non-discrimination and equal employment opportunity, which may at any time be applicable to the City by law, contract or otherwise, including but not limited to all such requirements which may apply in connection with employment or the provision of services to the public. 12. Compliance with all applicable laws. PADA shall at all times in connection with performance of this Agreement, comply with any and all other applicable federal, state and local laws,rules, ordinances and regulations. 13. Modification. No modification of this Agreement shall be valid unless agreed to in writing and signed by the Parties. 14. Complete Understanding. This Agreement, together with the attachments, reflects the entire agreement of the parties relating to the subject matter thereof, supersedes all prior or contemporaneous oral or written Agreements, or any statements, representations or promises, and is intended frilly to integrate the Agreement between the parties with respect to the matters described in this Agreement. IN WITNESS WHEREOF, the City of Port Angeles and PADA have executed this Agreement. CITY OF PORT ANGELES PORT ANGELES DOWNTOWN ASSOCIATION Dan McKeen, City Manager By: Jb* Date Date-c-/q/70(C" APPROVED BY PORT ANGELES CITY COUNCIL MOTION ON: MIy 51 2. - 6 - ATTEST: APPROVED AS TO FORM: Jennifer Veneklasen, City Clerk William Bloor, City Attorney 'r - 7 - S � f • • • 1 1 1 1 / b r • ' • 1 I r • 1 R • 1 • I r 1 • • o • 1 • ' • o r 1 • 1 : • r • • • 0 b / b 0 1 r ' 1. Begin a campaign for membership input documenting an engagement rate of greater than 25%of Downtown businesses for 2016. 2. Maintain an up to date roster of Downtown Association Members and PBIA tax payers and provide the City with quarterly updates. 3. Host annual and quarterly meetings 4. Increase and stabilize revenue sources to become financially self-sufficient. Successfully obtain a minimum of 3 revenue contributions annually that are not derived from the City's General Fund. 5. Develop a plan to hire a staff member in compliance with the Mainstreet Program. 6. Create an outreach program to partner with other community organizations to fulfill common goals. Provide written details of outreach and partnership efforts. 1. Raise 75%of available revenue through the Main Street B&O Tax Credit Program 2. Develop projects that garner the support of businesses who qualify for the Main Street Tax Credit Program.These projects include, but are not limited to; downtown property revitalization, business recruitment programs, and financial support to downtown businesses. Provide the City with a list of projects identified for the program. S r • • 1. Support businesses in obtaining grants to enhance visual design. Assist the City in reviewing a minimum of 3 downtown applications as part of the Fagade and Signage Improvement Program. � 1 i } a 0 2. Support and cultivate art in public spaces. Work with local artists to introduce at least 2 new works of art in public space. I Support and develop projects to enhance the visual quality, cleanliness, and security of downtown. Promote and participate in the "Beautify Port Angeles" effort. Obtain an Right of Way Use permit for all Downtown businesses to utilize public Right of Ways to enhance their facades W-1191=0 919111911"M 181M r, 1. Create, manage, and implement one large scale downtown event that provides positive marketing and measurable economic impact for the downtown 2. Create, manage, and implement a minimum of 3 promotional events periodically throughout the year that provide positive marketing and measurable economic impact for the downtown 2