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HomeMy WebLinkAbout000721 Original ContractCity of Port Angeles Record #000721 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (MOU) is made and entered into by the City of Port Angeles, a Washington municipal corporation (hereinafter, the "City"), and Port Angeles Downtown Association, a Washington nonprofit corporation, (hereinafter, "PADA"). In consideration of the mutual benefits derived from this MOU, the parties recite and agree as 1. Recitals: A. State law authorizes business and public entities to participate in a tax credit program. Under the program, the taxpayer makes a contribution to Main Street, and the taxpayer receives a 75% credit on the taxpayer's tax in the following year on the taxpayer's public utility tax. (The program also applies to I3840 tax, but the City does not pay that tax). The state Department of Revenue has advised that the City qualifies for the program. B. The City Manager authorized City participation in the program resulting in a contribution to PADA of$2[L0OU.00 in 2013. In exchange for that contribution, PADA has agreed to undertake the programs listed in PADA's supplemental Work Plan (copy attached) pursuant to this MOU. C. This MOU only applies to the contribution made by the City in 2013. Whether the City continues to make contributions to PADA after 2013 under the tax credit program will be evaluated by the City Council in December 2014. D. These recitals are a material part of this MOU. 2. PADA Programs. The City has authorized a contribution to PADA of $20,000.00 in 2013. This contribution is intended to fund the programs listed in PADA's supplemental Work Plan (copy attached). PADA agrees to undertake the programs in 2014. 3. Term and Completion of Work. This MOU shall be effective on Date of MOU and terminate December 31, 2014, unless sooner terminated as provided in this MOU. 4. Reporting. PADA shall provide a quarterly report to the City 10 days after the end of each quarter, that specifically addresses: A. An accounting showing the expenditures made with the contribution. B. The outcomes of the programs and activities funded from the contribution. 1 C. A description of how outcomes are measured. D. If PADA intends to request another contribution in 2014, a description of the programs and activities to be funded from a 2014 contribution and a description of how outcomes will be measured. 5. Insurance Requirements. PADA shall take out and maintain insurance as set forth in Attachment 1. 6, General Terms. A. PADA shall keep records pertaining to this MOU available for inspection by the 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. a. 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 perspn, by reason of or in the course of performing this MOU which is or alleged to be caused by or may directly or indirectly arise out of any act or omission of PADAJ its officers, employees, agents and volunteers. b. The City shall indemnify, defend and hold harmless PADA, its officers, agents, employees, and votunteers, from and against any and alt 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 MOU 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. C. 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 Titte 51 RCW. C. No Partnership. It is understood and agreed that nothing contained in this MOU shall be considered as in any way constituting a partnership, joint venture, or any other mutuat undertaking between the City and PADA. D. Independent Services. PADA is, and shall be at all times during the term of this MOU, an independent non-profit organization and not an employee or contractor of the City. PADA, and not the City, shall have the right to control the manner and means by which the work 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. E. Non-discrimination. PADA and its employees, agents and contractors, if any, shall at all times compty with any and all federal, state or local laws, ordinances, rules Orregulations with respect to non-discrimination and equal employment opportunity, which may at any 2 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. F. Compliance with all applicable laws. PADA shall at all times in connection with performance of this MOU, comply with any and all other applicable federal, state and local laws, rules, ordinances and regulations. G. Modification. No modification of this MOU shall be valid unless agreed to in writing and signed by the Parties. H. Complete Understanding. This MOU, 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 MOUs, or any statements, representations or promises, and is intended frilly to integrate the MOU between the parties with respect to the matters described in this MOU. IN WITNESS WHEREOF, the City of Port Angeles and PADA have executed this MOU. PORT ANGELES DOWNTOWN ASSOCIATION CITY OF PORT ANGELES Dan Mc Keen, City Manager APPROVED BY PORT ANGELES CITY CO ATTEST: -dlf_tua ssa Hurd, 'ity Clerk 3 -7149,44,4&_0712,01L1 Date Date MOTION ON: APPROVED AS TO FO William Bloor, City Attorney ATTACHMENT 1 INSURANCE REQUIREMENTS PADA shall procure and maintain for the duration ofthe MOU, 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 PADA, its agents, representatives, employees or contractors. PADA shall provide a Certificate of Insurance evidencing: 1. Automobile Liab insurance with limits no less than $l,000,000combined single limit per accident for bodily injury and pnopedydunougc; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $1'000`000 aggregate for personal i u bodily injury and property damage, Coverage shall include but not be limited to: blanket contractual; products/competed operations; broad form property damage; explosion, collapse and underground (7{CD)ifapplicable; and employer's liability. Any payment of deductible or self-insured retention shall be the sole responsibility of PADA. The C shall be named as an additiona insured on the insurance policy, as respects work performed by or on behalf ofPADA and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. PADA's insurance shall be primary insurance as respect the City and the City City shal! be given thirty days prior written notice of any cancellation, suspension or material change in coverage. Our mission is to develop and promote a healthy and prosperous Downtown. : EXPLORE WAYS TO INCREASE & DIVERSIFY FUNDING 1. Increase awareness of Main Street Tax Credit Incentive Program using a committee of current contributors and PA United members with the goal of raising $133,000 in contributions from at least 10 businesses. I Extend our reach outside of the PBIA by 3% by adding affiliate members 3. Have "The Bite" event with at least 12 participating restaurants during second or fourth quarter with the goal of selling 150 tickets. The proceeds will be used for Winter Street Tree Lighting. Objective: INCREASE COMMUNITY INVOLVEMENT 1. Work with PA United members to develop a universal roster of available volunteers & events to be used by alt entities. 2. Work with other organizations to develop a plan to promote Economic Development within the community on an ongoing basis. Objective: DEVELOP RESOURCES & INFORMATION SYSTEMS 1. Explore funding mechanisms for existing busines es, including a guaranteed micro loan program & roll out bv July 1st ,2O14 2. Maintain building inventory with expanded information updated year round through active partnenhipwithdowntownpropertyowneo&CityofPortAnge/es 3. Actively communicate and engage one on one with property owners providing them with information and receiving information from them for use in marketing their property online and on site. a. Develop displays for empty windows to attract attention to the space by end of March b. Design attractive signage for posting rental information by end of March 4. Produce information packet for prospective businesses owners to receive at the City when app|yingforpermits.ThiswiUindudeparkinKre8u|abons,P8|A|nformation,eLc.byK4ay1*. Objective: CREATE PARTNERSHIPS TO STRENGTHEN DOWNTOWN 1. Partner with the City to develop a business environment for business retention & recruitment, a. Dedicate $2000 to pay start up license fees, up to $200 per business to locate downtown b. Create a booklet of information for prospective business owners to learn what it takes to operate a successful business. It will include permits, business plan implementation, facade & signage grant opportunities, additional resources, etc. 2. Actively attend and participate in local/regional conferences and discussions economic development concerns, bring back at least 2 ideas that could be implemented. Objective: INCREASE VISIBILITY AND CONSUMER AWARENESS OF DOWNTOWN 1. Create at teast two marketing tools for members to use in 2014 a. Complete the Gotd Card program and implement by end of second quarter b. Develop a rack card program and distribution plan by end of third quarter 2. Encourage business owners to implement longer hours of operation for events or seasonally by year end. a. Provide advertising opportunities for businesses open Sunday b. Research sales numbers for businesses currenty open after 5:30 to provide data on viability to other businesses. c. Plan one night a week open late for a month in second quarter with at least 10 businesses 3. Offer Second Story Tour in March to highlight businesses that are not otherwise seen and available spaces. Business In Action Tour in September will showcase businesses who make what they sell to raise awareness of different aspects of business operations. Each tour will feature at least 4 businesses. : EDUCATE THE PUBLIC AND MEMBERS and CREATE A POSITIVE IMAGE ABOUT WHAT DOWNTOWN OFFERS 1. Create a yearly promotions & events calendar for all PADA activities and have the calendar available on the PADA website with print copies ordered. 2. Develop articles for at least one Destination Downtown inserted into full circulation of Peninsula Daily News highiighting current activities. 3. After each promotion, measure the effectiveness of current the promotions using numerical facts to measure success and present the evaIuation to the PADA Board. : DEVELOP AND BEGIN IMPLEMENTING A PLAN FOR VISUAL ENHANCEMENT 1. Design and purchase new 25 iight poJe banners to use new brackets on new iight poles by summer, and adding 18 additional brackets by third quarter with banners for 4th quarter holidays. Banners may highlight events such as Arts in Ac ion or Crab and Seafood Festival that occur at the same time each year. Objective: CREATE A PEDESTRIAN FRIENDLY ENVIRONMENT 1. In collaboration with the City and the Fine Arts Center, designate a list of prospective electrical boxes to be decorated with the work of local artists, that will be designed to correlate with specific locations 2. Create a historic walking tour by identifying specific buildings and locations and placing coordinating plaques with QR technology to access information on smart phones or tablets 3. Develop a visual exterior information packet with maintenance and painting plan for 5 individual buildings. Objective: BRING AN ONGOJNG PRESENCE OF ARTWORK TO DOWNTOWN 1. Develop a Wine Walk event as a fundraiser to coordinate with Second Weekend art activities in July 2. Maintain 59 existing art and place new art pieces by July 3. Collaborate with Clallam Transit to relocate 4 pieces of art and add 2 benches to the Gateway Transit Center Objective: POSITIVELY IMPACT DOWNTOWN PARKJNG 1. Educate business owners & employees on the value each parking spaces brings to their business through articles in weekly email blasts, and as a discussion topic at general membership meetings. 2. Educate consumers where parking opportunities exist through newspaper and radio advertising. 3. Maintain parking lots in compiiance with the contract with the City 4. Work with City to reinvent parking lots with landscaping and lighting starting with lot C. a. Identify long term investment plan for all lots b. Determine a long term cost analysis.