HomeMy WebLinkAbout5.136 Original Contract
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AGREEMENT
THIS AGREEMENT is entered into this~ay of December, 2008, by and between the
City of Port Angeles, Washington, a municipal corporation, hereinafter called "City", and the
Clallam County Economic Development Council, Inc., a non-profit corporation, hereinafter called
"Contractor. "
WHEREAS, the City is a municipal corporation of the State of Washington authorized to
contract for economic development services; and,
WHEREAS, it is in the public interest for economic development activities to be performed
that will enhance the economy and employment opportunities in the City of Port Angeles; and,
WHEREAS, the City has need of research and assistance in regards to these and other aspects
of its operations;
NOW, THEREFORE, in consideration of the above representations and the mutual covenants
and agreements herein, it is agreed by the parties as follows:
1. PERFORMANCE BY THE CONTRACTOR.
A. Promote Economic and Employment Opportunities.
The Contractor shall promote and enhance economic development and employment
opportunities in the City in accordance with the mission and goals set forth in the attached
Exhibit "A." The Contractor shall use its resources to market the facilities and capabilities
of the City to new and existing businesses with the goals of increasing City revenues and
employment opportunities for City residents.
B. Business Retention, Expansion and Recruitment.
(1) The Contractor shall work cooperatively with the City and shall serve as an
economic development research and reference service for the City. In this capacity
the Contractor shall conduct ongoing basic market research; identify target markets;
provide business retention, expansion and recruitment services aimed at existing
businesses and target markets; and participate with the City in the process of
responding to inquiries, site selection consultation, and case management, regarding
existing or new industries or other commercial ventures which seek information
concerning the facilities and resources managed by the City or which may involve
properties and/or infrastructure within the City and the Port Angeles Urban Growth
Area (UGA).
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(2) The Contractor shall provide effective programs aimed at better planning,
utilization, promotion, and advertisement of City services, facilities, infrastructure,
and property and shall forward to the City all industrial inquiries as received from the
Washington State Department of Community Trade and Economic Development or
other not yet identified sources.
(3) The Contractor shall help the City to make optimum use of local infrastructure
and promote infrastructure and developability of Port Angeles.
(4) The Contractor shall maintain and enhance working relations with existing
businesses to assist them with start-up and expansion needs, technical assistance,
access to business counseling and financing resources including aid and assistance
to at-risk businesses.
(5) The Contractor shall assist the City in preparing replies to inquires received by
the City or the Contractor regarding City facilities and resources or which may
involve properties and/or infrastructure within the Port Angeles Urban Growth Area
(UGA) relative to economic development retention and growth opportunities.
(6) The Contractor shall assist the City in applying for and administering economic
development related grants, including any potential to support the development of
infrastructure.
(7) For the purpose of promoting economic development within the City and its
Urban Growth Area the Contractor shall advise and focus urban uses and services to
appropriate urban areas and encourage proper siting per the Washington State
Growth Management Act. In that regard, the Contractor shall assist the City in
working with Clallam County to:
(a) Expand City Limits into the Port Angeles UGA,
(b) Extend the Port Angeles UGA, and
(c) Extend City services and utilities into such areas.
Where appropriate the Contractor shall solicit board support and provide
letters in support of rezones, annexations, and appropriate infrastructure
installation that promote economic development.
(8) The Contractor shall maintain an up-to-date community profile specific to the
Port Angeles area, which highlights demographic and development data customarily
of interest to industrial/commercial developers.
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(9) The Contractor shall maintain a database of City properties beginning with a data
export from the City and County identifying those developable Commercial and
Industrial lands within the City of Port Angeles and its Urban Growth Area. The
spreadsheet should identify property availability and assets.
(10) The Contractor shall work with the City to research, identify, and implement
the addition of new development incentive programs or packages as may be
applicable to Port Angeles economic development efforts.
C. Prospect Management.
The Contractor will be primarily responsible for providing services in connection
with industrial and business retention, expansion and/or relocation. The Contractor
will represent the attributes for appropriate site locations within the City that meet
the prospects criteria. In such dealings, the Contractor shall participate in the
handling of prospects, in accordance with the following guidelines:
(I) Contacts made directly to the Contractor or referred to Contractor by Outside
Sources.
(a) The Contractor will provide general information and other data requested
by the prospect. Within 24 hours of being contacted regarding a prospect, the
Contractor shall notify the City Manager, or his designee, by phone and/or
e-mail, regarding details of the contact.
(b) If the prospect indicates an interest in specific business locations, the
Contractor shall notify other affected parties and property owners as
appropriate, make appropriate introductions, and assist in follow-up
marketing.
(c) If the prospect requests confidentiality, the Contractor will keep the City
Manager, or his designee, fully informed without revealing the identity ofthe
prospect.
(2) Contacts made directly to the City.
When the City receives a direct contact or is managing a development
prospect and desires support from the Contractor, it may request such
assistance, and Contractor will render such assistance. The Contractor to
supply recruitment information and services as described in IA and IB.
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(3) Public Events. and Media.
Any public events such as media conferences, ground breaking ceremonies,
and ribbon cuttings in which the Contractor is involved within the City and
or the Port Angeles UGAs will be coordinated with the City Manager or his
designee, the siting jurisdiction, and other affected partners.
D. The Contractor shall provide to the City and to such persons as the City may direct,
free of additional charge, materials prepared by the Contractor.
E. The Contractor shall maintain records and report to the City as follows:
(1) The Contractor shall maintain accounts and records that accurately reflect the
revenues and costs for the Contractor's activities under this Contract. These
financial records, and all records related to the performance of this Contract, shall
be available for City inspection.
(2) The Contractor shall provide the City with monthly emails, outlining work that has
been performed pursuant to this Contract. The emails shall consist of reports, minutes,
and current statements of revenues and costs as prepared for and provided to the EDC
board.
(3) The Contractor shall provide the City with a written report quarterly as outlined in
Exhibit A - Reporting Performance Measures, fully describing how the Contractor's
activities have benefited the City, the greater Port Angeles community and the
economy of Port Angeles. In addition, the Contractor's Executive Director shall appear
before the City Council at least quarterly to report on the Contractors activities
pursuant to this agreement and to answer questions.
(4) The Contractor shall use its best efforts to economize on overhead expenses to the
maximum extent feasible in providing the services to be performed pursuant to this
Contract.
(5) The Contractor shall provide the City with an annual budget, including cumulative
salaries and benefits for all employees.
2. PAYMENTS BY THE CITY.
A. For the services to be rendered by the Contractor, the City will provide payment as
follows:
For 2008: $15,000, and in-kind telephone service in an amount not to exceed $2,500.
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For subsequent years: Upon receipt and acceptance by the City Manager or designee
of the Contractor's monthly invoices, the City will reimburse the Contractor for
services rendered in amounts stated in Exhibit A for each calendar year, which is
subject to change on a year-to-year basis depending upon the City budget. Contractor
shall submit its proposed Exhibit A each year no later than August 315t for
consideration as part of the City's budget process. Exhibit A for 2009 will be adopted
as part of the 2009 budget process. An Exhibit A for subsequent years will be
developed through the budget process for each year.
B. Payments shall be made in four, equal, quarterly installments. Payment by the City
shall be due upon receipt and acceptance by the City Manager of the Contractor's
written quarterly report. The Contractor will invoice the City for all quarterly
payments.
C. Nothing contained in this agreement shall be construed as (1) binding the City to
expend in anyone calendar year any sum in excess of appropriations made by the City
in its budget process for the purposes of this agreement for that calendar year, or (2)
obligating the City to further expenditure of money in excess of such appropriations.
3. TERM.
The performance of the Contractor shall commence on January 1,2008, and continue until
December 31,2012; provided, however, that this Contract may be terminated by either party
at any time and without cause by giving to the other party at least 90 days written notice of
termination.
4. ASSIGNMENT.
This agreement may not be assigned by either party to this agreement except by signed
amendment.
5. BREACH.
A. In the event of either party's material breach of the terms or conditions of this Contract,
the non-breaching party reserves the right to withhold payments or services until
corrective action has been taken or completed. However, the party shall not exercise
this right until they have given written notice of such material breach to the breaching
party and ten days have passed since the receipt of such notice. This option is in
addition to and not in lieu of the parties' right to terminate this Contract or any other
right which State law offers for breach of contract.
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B. If either party shall materially breach any of the covenants undertaken herein or any of
the duties imposed upon it by this Contract, such material breach shall entitle the other
party to terminate this Contract, provided that the party desiring to terminate for such
cause shall give the offending party at least twenty days' written notice, specifying the
particulars wherein it is claimed that there has been a violation hereof, and if at the end
of such time, the party notified has not removed the cause of complaint, or remedied
the purported violation, then the termination of this Contract shall be deemed complete.
6. NON-DISCRIMINATION.
A. The Contractor shall conduct its business in a manner which assures fair, equal and
non-discriminatory treatment of all persons, without respect to race, creed or national
origin, and, in particular:
B. The Contractor shall maintain open hiring and employment practices and will welcome
applications for employment in all positions, from qualified individuals who are
members of minorities protected by federal equal opportunity/affirmative action
requirements; and,
C. The Contractor shall comply with all requirements of applicable federal, state or local
laws or regulations issued pursuant thereto, relating to the establishment of non-
discriminatory requirements in hiring and employment practices and assuring the
service of all persons without discrimination as to any person's race, color, religion,
sex, Vietnam era veteran's status, disabled veteran condition, physical or mental
handicap, or national origin.
7. DISPUTE RESOLUTION.
The parties agree that any dispute related to this Agreement shall first be submitted to the City
Manager and the Contractor's Executive Director, and they shall attempt to resolve that dispute
If the City Manager and Executive Director are not able to resolve that dispute, the dispute
shall next be submitted to the City Council and to the Contractor's Board of Directors. Those
entities shall attempt to resolve the dispute. If they are not able to resolve the dispute, the
dispute shall be submitted to mediation. The parties shall agree on one mediator. If mediation
is unable to resolve the dispute, then either party may take such legal action as they deem
appropriate. The venue of any lawsuit related to this Agreement shall be in Clallam County,
Washington.
8. INDEPENDENT CONTRACTOR STATUS.
The relation created by this Contract is that ofindependent contracting entities. The Contractor
is not an employee of the City and is not entitled to the benefits provided by the City to its
employees. The Contractor, as an independent contractor, has the authority to control and
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direct the performance of the details of the services to be provided. The Contractor shall
assume full responsibility for payment of all Federal, State, and local taxes or contributions
imposed or required, including, but not limited to, unemployment insurance, Social Security,
and income tax.
9. HOLD HARMLESS AND INSURANCE.
The Contractor shall protect, defend, save harmless, and indemnify the City, its officers,
agents, and employees from and against any and all claims, damages, losses, and expenses,
including reasonable attorney's fees, occurring, arising, or resulting from supplying work,
services, materials, or supplies in connection with the performance of this Contract. The
Contractor shall provide a Certificate oflnsurance evidencing occurrence-based Commercial
General Liability insurance with limits of no less than $1,000,000 combined single limit per
occurrence, with the City shown as a named additional insured.
10. ENTIRE CONTRACT.
The parties agree that this Contract is the complete expression of the terms hereto and any oral
representation or understanding not incorporated herein is excluded. Further, any modification
of this Contract shall be in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto caused this Contract to be executed the day and
year first herein above written.
CITY OF PORT ANGELES
CLALLAM COUNTY ECONOMIC
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By: ( 1;!1J
\../ President
By:~($~,
Gary Braun, Mayor
ATTEST:
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Becky J. on, ity Cl k -
By:
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William E. Bloor, City Attorney
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Exhibit A
1. Summary report on all activities from January 1,2008 to June 30, 2008.
2. Required elements of each monthly/quarterly/annual report from July 1,2008 to December 31,
2008:
a. Describe the results ofthe EDC's efforts to support City and County-wide economic
development strategies. Please be specific.
b. Advise City on investments and infrastructure needed for the long-term economic
growth ofthe City as part of the above strategy this month/quarter/year. (Give special
emphasis to those directly related to the Port Angeles area).
c. Identify new businesses/business people recruited to be EDC members this past
month/quarter/year (again, give special emphasis to those directly related to Port
Angeles), along with the following information:
1. Key personnel and contact information
11. Business sector
111. How you will engage them in furthering local economIC development
strategies.
d. Report knowledge of business activity, such as: new business startups and expansions
in/near Port Angeles, along with the following information:
1. Key personnel and contact information
11. Business sector
111. Number of new jobs
IV. Reason they chose Port Angeles
v. If available, why did they not choose Port Angeles
VI. How might they be further engaged in community involvement?
e. The Executive Director of the EDC shall hold monthly meetings with the City's
Director of Community and Economic Development for information sharing purposes.
3. Quarterly reports will include the quarterly financials for the EDC. Reports shall reflect how
the EDC is increasing corporate sponsorship and investment in the EDC while reducing
reliance on public agency funding.
4. As compensation for performance of the deliverables to be provided as described in this
contract the City shall pay for the calendar year of 2008 the sum of $15,000 to be paid upon
completion of deliverables not later than December 31, 2008.
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Exhibit A
1. Required elements of each monthly/quarterly/annual report from January 1, 2009 to
December 31, 2009:
a. Describe the results ofthe EDC's efforts to support City and County-wide economic
development strategies. Please be specific.
b. Advise City on investments and infrastructure needed for the long-term economic
growth ofthe City as part of the above strategy this month/quarter/year. (Give special
emphasis to those directly related to the Port Angeles area).
c. Identify new businesses/business people recruited to be EDC members this past
month/quarter/year (again, give special emphasis to those directly related to Port
Angeles), along with the following information:
1. Key personnel and contact information
11. Business sector
111. How you will engage them in furthering local economIC development
strategies.
d. Report knowledge of business activity, such as: new business startups and
expansions in/near Port Angeles, along with the following information:
1. Key personnel and contact information
11. Business sector
111. Number of new jobs
IV. Reason they chose Port Angeles
v. If available, why did they not choose Port Angeles
VI. How might they be further engaged in community involvement?
e. The Executive Director of the EDC shall hold monthly meetings with the City's
Director of Community and Economic Development for information sharing
purposes.
2. Quarterly reports will include the quarterly financials for the EDC. Reports shall reflect how
the EDC is increasing corporate sponsorship and investment in the EDC while reducing
reliance on public agency funding.
3. As compensation for performance of the deliverables to be provided as described in this
contract, the City shall pay for the calendar year of2009 the sum of$15,000 to be paid upon
completion of deliverables not later than December 31, 2009.
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CITY OF PORT ANGELES
CITY CLERK
Clallam County Economic Development Council
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905 W. 9th Street, SUite 139. Lincoln Center. PO Box 1085 . Port Angeles. WA 98362
December 24, 2008
Becky Upton, City Clerk
City of Port Angeles
P.O. Box 1150
Port Angeles, W A 98362
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Dear Becky:
Enclosed you will find the fully executed Partner Contract for your files. This
contract acts as a foundation in defining the working relationship between the
City of Port Angeles and the Clallam Economic Development Council.
We look forward to working with the City Manager, City Council and Staff to
promote economic development in the City and to assist new and existing
businesses in our area.
Enclosure
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Live. Work. Play. Here!
Phone: 360.457.7793 . Fax: 360.452.9618 · Web: www.c1allam.org
FORTANGELES
WAS H I N G TON, U. S. A.
City Clerk's Office
December 8, 2008
Linda Rotmark
Executive Director
Clallam County Economic Development Council
P. O. Box 1085
Port Angeles, W A 98362
Re: Agreement between the City of Port Angeles and the
Clallam County Economic Development Council
Dear Linda,
At its meeting of December 2, 2008, the Port Angeles City Council approved the new
agreement with the Clallam County Economic Development Council for the term, .
January 1, 2008 - December 31, 2012.
Enclosed are two (2) copies of the agreement. Please sign both copies and return one
fully executed copy to me at your earliest convenience.
If! can be of any further assistance, please feel free to contact me. I can be-reached at
417-4634 or bye-mail atcityclerk@cityofpa.us .
Sincerely yours,
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Becky J. Upton, MMC
City Clerk
Enclosures
Phone: 360-417-4634 / Fax: 360-417-4609
Website: www.cityofpa.us / Email: cityclerk@cityofpa.us
321 East Fifth Street - P.O. Box 1150 / Port Angeles, WA 98362-0217