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Home My WebLink About5.7 Original ContractAGREEMENT THIS AGREEMENT is entered into this_Aay of rdivi 2008, by and between the City of Port Angeles "City and the Port Angeles Downtown Association "PADA WHEREAS, the City is authorized by state law 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, the City of Port Angeles and the Port Angeles Downtown Association have previously cooperated in various activities for the purpose of maintaining and strengthening the existing economic base of downtown Port Angeles; and WHEREAS, City and PADA cooperative efforts have included participation in the Washington State Main Street Program, the development, adoption and implementation of downtown sign regulations, downtown beautification projects, and other related activities; and WHEREAS, the City and the PADA find it necessary and desirable to enter into an agreement setting forth additional ways to further the mutual efforts to strengthen, rebuild, and revitalize the physical, economic, social and cultural environment in downtown Port Angeles; NOW, THEREFORE, in consideration of the above representations and the promises and covenants set forth herein, the parties hereby agree as follows: 1. PERFORMANCE BY THE PADA. A. ORGANIZATION AND COMMUNICATION. In order to broaden community knowledge and involvement in downtown and to further mutual efforts to strengthen, rebuild, and revitalize the downtown Port Angeles, the PADA will employ the services of a full -time executive director. The Executive Director will support the PADA and City relationship by providing assistance in directing PADA organizational efforts, facilitating regularly scheduled meetings of the membership, coordinating activities, and the development and distribution of newsletters and other communication materials to the membership and others in the community. B. PROMOTION. The PADA will coordinate efforts at promoting and marketing downtown Port Angeles, and the City will facilitate such efforts by providing in -kind services in the form of staff assistance for setup and cleanup of special events, which services and assistance will be provided on a case -by -case basis with adequate advance notice and availability and subject to the discretion of the City Manager. lo� 6 5. 7 C. DESIGN. The PADA will coordinate and implement measures to improve the design qualities and physical appearance of downtown Port Angeles, including building facades, window displays, signage, public art and all other elements that contribute to the visual message about downtown Port Angeles. The City will support the PADA's efforts by providing 50% matching funds to assist property owners interested in upgrading buildings (up to $300 per property or business). The City's financial support shall also be subject to the appropriation of funds in the City's annual budget and to receipt by the City of appropriate documentation that the projects will accomplish the purpose as stated herein. D. ECONOMIC DEVELOPMENT. The PADA will maintain in good standing the Port Angeles Main Street Program in accordance with the Washington State Main Street and National Main Street Programs. Through the Main Street Program, the PADA will assist retention and expansion efforts of existing businesses and the recruitment and location of new businesses in order to enhance the competitiveness of the downtown commercial core. The City will support the PADA's efforts by continuing to place downtown City projects as a high priority. E. 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 costs for the 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 PADA shall provide the City with quarterly reports fully describing what work has been performed pursuant to this Contract, and including the Washington Downtown Revitalization Services Managers Quarterly Report as submitted to the State of Washington consistent with the Washington State Main Street Program. (3) The PADA 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. (4) The PADA shall provide the City with an annual budget. (5) The PADA will cooperate with the City by facilitating audits by the City of PADA finances every year during the first quarter of the year and at other times as designated by the City. F. CONTRACT RESTRUCTURING. PADA officers will regularly meet with designated representatives of the City to negotiate earnestly and in good faith for agreement(s) to replace the 1986 agreement. The goal of the negotiations is to implement the replacement agreement(s) not later than March 31, 2009. 2. PERFORMANCE BY THE CITY. A. For the services outlined under paragraphs 1.A E rendered by the PADA, the City will provide the total amount of $20,000. To the extent an Executive Director employed by PADA provides or assists in providing the services outlined in Paragraphs 1.A E, the funds paid by the City to PADA may be used to compensate an Executive Director employed by PADA. j 4 B. Payment by the City shall be due upon receipt and acceptance by the City Manager of the PADA's invoice showing services provided per paragraphs 1.A E. 3. RELATIONSHIP. The relationship of the PADA and the City shall be that of independent contracting entities. The PADA will be responsible for its officers, members and employees, and the City will be responsible for its officials and employees, while they are performing services pursuant to this agreement. 4. HOLD HARMLESS AND INSURANCE. The PADA shall indemnify, defend, and hold harmless the City, its officers, employees and agents, from any and all claims, injuries, damages, losses or suits, including attorney's fees arising out of or in connection with the performance of this agreement. The PADA shall provide a Certificate of Insurance 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. 5. TERM. The term of this agreement shall be from January 1, 2008 to December 31, 2008. 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. -3- 7. DISPUTE RESOLUTION. Any disputes related to this Agreement that are not resolved by agreement of the City Manager and the PADA's Executive Director shall be referred for determination by the City Council and the PADA Board of Directors. Any still unresolved disputes shall be referred to non binding mediation by a mutually acceptable mediator. Venue of any lawsuit related to this Agreement shall be in Clallam County, Washington. IN WITNESS WHEREOF, the City and the PADA have executed this agreement to take effect on the date and year first written above. CITY OF PORT ANGELES PORT ANGELES D 1 WNTOWN ASSOCIATI By Attest. Jerald L. Osterman, City Manager Appr iveed�asto form: l William E. Bloor, City Attorney G \Legal_ Backup\AGREEMENTS &CONTRACTS\2008 Agmts &Contracts\PADA -2008 091508 wpd September 26, 2008 y Title 4 ie- eLATc_FiRDIA P ORT A NGELES W A S H I N G T O N U.S.A. City Clerk's Office October 24, 2008 Terry Roth, President Port Angeles Downtown Association P. O. Box 582 Port Angeles, WA 98362 Re: 2008 Agreement Dear Terry, At its meeting of October 21, 2008, the Port Angeles City Council approved the agreement between the City and the Port Angeles Downtown Association for the period, January 1, 2008 December 31, 2008. A copy of the fully executed agreement is enclosed for your files. If I can be of any, further assistance, please contact me. Sincerely yours, Becky J. Upton, MMC City Clerk Enclosure Phone 360 -417 -4634 Fax 360 -417 -4609 Website www cityofpa.us Ema c; tyclerk@cityofpa.us 221 East 1=litr, St; eet P 0 Box 1150 Port Pow:alas, WA 98362 -0217 Dear,Terry: Enclosure W A S H I N G T O N U.S.A. City Manager's Office October 7, 2008 Mr. Terry Roth, President Port Angeles Downtown Association P.O. Box 582 208 N. Laurel Port Angeles, Washington 98362 RE: Proposed Agreement for 2008 With kindest regards, Jerald L. (Jerry) Osterman Interim City Manager C: Bill Bloor Nathan West Per our previous discussion, I noticed that the proposed new agreements were for 2009 and that we did not have a formal services agreement for 2008. As such, I requested our City Attorney Bill Bloor to prepare a draft agreement which was reviewed by the City Council Community and Economic Development Committee on October 6 The draft agreement is enclosed for your review. If approved by your Board of Directors at your October 13 Board Meeting, I will recommend it for City Council approval at their next regular meeting on October 21 I will be present at your October 13 meeting to answer any questions that the Board may have. I enjoyed our meeting together and look forward to working further with PADA during my brief time here at the City of Port Angeles. Phone: 360 417 -4500 Fax: 360- 417 -4509 Website: www.cityofpa.us Email: citymanager @cityofpa.us 321 East Fifth Street P.O. Box 1150 Port Angeles, WA 98362 -0217 11:21 AM 12/08/06 Accrual Basis Account Name Description Ordinary Income /Expense Income 4100 Administrative Collections (Newsletter) 4150 Art on the Town Contributions 4200 City Contract 4300 Design 4301 Design (Benches) Total 4300 Design 4400 Holiday Lights Contributions 4450 Membership Dues Fund Raising 4451 B 0 Fundraiser 4450 Membership Dues Fund Raising Other Total 4450 Membership Dues Fund Raising 4550 Parking Income 4551 Budget Lease 4552 Dupar 4553 Parking Permits Total 4550 Parking Income 4600 PBIA Assessments 4650 Project Income Businesses (Dinner) 4700 Promotions Income (Coupon Book, Spring Fling, Sidwalk Sales, Holiday) 4950 Miscellaneous Income 4999 Interest Income Total Income Expense 6050 Administrative Expenses 6054 Newsletter 6052 Downtown Resource Ofcr 6053 Annual Meeting 6050 Administrative Expenses Other Total 6050 Administrative Expenses 6090 Art on the Town Expenses/Trans 6092 Sculpture Purchase 6090 Art on the Town Expenses/Trans Other Total 6090 Art on the Town Expenses/Trans 6100 Communication 6101 Long Distance 6102 Postage 6103 Telephone 6100 Communication Other Total 6100 Communication 5. '7 PADA 2008 Budget C I a VIE D 3 4E6 2008 Budget a WALES A CITY CL FIK 1,050.00 1,500.00 20,000 00 6,000 00 6,000.00 2,000.00 1,279 00 1,000 00 2,279 00 12,250 00 15,000 00 27,250 00 41,750.00 5,000.00 600 00 107,429.00 600 00 5,000.00 1,000 00 3,000 00 9,600 00 2,000.00 2,000 00 600.00 2,600.00 3,200.00 Page 1 of 3 14:21 AM 12/08/06 Accrual Basis Account Name Description 6120 Contract Labor Admin. Asst. 6130 Design Expense 6131 Design Exp Benches 6130 Design Expense Other Total 6130 Design Expense 6140 Donation 6160 Dues, Licenses, Fees 6161 Bank Service Charges 6160 Dues, Licenses, Fees Other Total 6160 Dues, Licenses, Fees 6170 EC. Restr. 6190 Holiday Lights 6200 Insurance 6202 Liability Total 6200 Insurance 6210 Office Equipment 6220 Office Expense 6221 Maintenance 6222.Other Expense 6223 Supplies Total 6220 Office Expense 6250 Organization Committee 6300 Parking Expense 6304 Legal 6306 Main Street Magazine Map 6307 Paving /Striping 6308 Seal Coating 6309 Parking Lot Planters 6312 Sweeping/Snow Removal 6300 Parking Expense Other Total 6300 Parking Expense 6400 Photo 6410 Printing, Photocopies 6420 Professional Fees 6430 Promotions 6440 Rent 6460 Web Site 6500 Payroll Expenses 6501 Net Wages 6502 Employment Security 6503 FICA 941 Deposit Employer PADA 2008 Budget 2008 Budget A 2,500.00 1,500.00 5,000 00 6,500 00 700 00 350 00 350 00 500.00 5,000 00 1,750.00 1,750 00 600.00 100 00 750 00 850 00 500.00 4,000 00 1,500.00 1,000 00 500.00 1,000.00 1,000 00 9,500 00 100 00 2,500.00 455.00 10,000.00 3,000 00 32,997 00 129.00 3,175 00 Page 2 of 3 14:21 AM 12/08/06 Accrual Basis Account Name Description 6504 FICA 941 Deposit Employee 6505 L I 6506•FUTA Total 6500 Payroll Expenses Net Other Income 6600 Employee Benefits 6601 Annual Pkg. Permit 6602 Medical Insurance Total 6600 Employee Benefits Other Income /Expense Other Income 7000 Uncategorized Income (Downtown Dollars) Total Other Income PADA 2008 Budget 2008 Budget A 8,503.00 284.00 56 00 12,147.00 180.00 3,000 00 3,180.00 6900.Other Expenses 6900. Other Expenses Other Total 6900.Other Expenses 0.00 Total Expense 107,429.00 Net Ordinary Income 0 00 Net Income 0.00 Page 3 of 3