HomeMy WebLinkAbout5.7C Original ContractAGREEMENT
THIS AGREEMENT is entered into this cay of July, 2009, 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 other related activities; and
WHEREAS, the City and the PADA find it necessary and desirable to continue their 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 continue to participate in the
Washington State Main Street Program and tobroaden 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 assure compliance with the Washington State Main Street Program and 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.
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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 its annual budget to the City.
(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 parties mutually intend to implement the replacement agreement(s) not later
than October 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.
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B. For each quarter, the PADA shall submit to the City detailed invoices showing the
performances rendered by the PADA for that quarter. 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. NO ADDITIONAL FUNDS.
PADA recognizes and acknowledges that the City will not budget for purposes of this
Agreement any additional funds in 2009 and will not budget for purposes of this Agreement any
additional funds whatsoever in 2010. Funding from the City to the PADA for 2010 and beyond will
be based only on the replacement agreement(s) mentioned in paragraph 1.F above.
4. 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.
5. 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.
6. TERM.
The term of this agreement shall be from January 1, 2009 to December 31, 2009.
7. 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
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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.
8 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 DOWNTOWN
ASS I IATION
By -.7' ',v 7
ent Myers ity Manager
Attest:
Becky J. tonVCity Cle k
Approyfed as to form:
William E. Bloor, City Attorney
G \L egal_ Backup\AGREEMENTS &CONTRACTS\2009 Agrmts&ContractsU'ADA -2009 063009 wpd
By
Title G
4
Ordinary Income /Expense
Income
4100 Administrative Collections
4110 Newsletter
4100 Administrative Collections Other
Total 4100 Administrative Collections
4150 Art on the Town Contributions
4200 City Contract
4300 Design
4301 Design (Benches)
4300 Design Other
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
4552 Dupar
4553 Parking Permits
Total 4550 Parking Income
4600 PBIA Assessments
4700 Promotions Income
4750 Segway Donations Income
4950 Miscellaneous Income
4999 Interest Income
Total Income
Expense
6050 Administrative Expenses
6052 Downtown Resource Ofcr
6053 Annual Meeting
6054 Newsletter
6055 Travel Reimbursements
6056 TGIF Party
6050 Administrative Expenses Other
Total 6050 Administrative Expenses
6090 Art on the Town Expenses/Trans
6091 Installation
6094 Avenue of the People.
6090 Art on the Town Expenses/Trans Other
Total 6090 Art on the Town Expenses/Trans
6100 Communication
PADA
BUDGET
2009
2009 Budget
1,000.00
0 00
1,000 00
1,500.00
20,000.00
3,000.00
0.00
3,000 00
2,000.00
1,200 00
1,000.00
2,200.00
12,250 00
10,000.00
22,250.00
38,000.00
5,000.00
0.00
0 00
500.00
95,450 00
0.00
500.00
600 00
1,000 00
0.00
1,000 00
3,100 00
500.00
0.00
1,500 00
2,000.00
5.1
CCCIIV
JAN 16 2009
CITY OF PORT ANGELES
CITY CLERK
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6102 Postage
6103 Telephonelintemet
Total 6100 Communication
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
6400 Photo
6410 Printing, Photocopies
6420 Professional Fees
6430 Promotions
6440 Rent
6445 Segway Purchase to City
6500 Payroll Expenses
6501 Net Wages
PADA
BUDGET
2009
2009 Budget
300.00
2,600.00
2,900.00
1,000 00
500.00
5,000.00
5,500.00
700 00
10.00
350.00
360 00
6170 EC. Restr. 500.00
6190 Holiday Lights 5,000.00
6200• Insurance
6202 Liability 1,600 00
Total 6200 Insurance 1,600 00
6210.Office Equipment 600 00
6220. Office Expense
6221 Maintenance 100 00
6222.Other Expense
6223 Supplies 750 00
Total 6220.Office Expense 850 00
6250.Organization Committee 500 00
6300 Parking Expense
6304 Legal 3,500.00
6305 Lot Weed/Moss Control 0 00
6306 Main Street Magazine Map 1,000 00
6307 Paving/Striping 1,000.00
6308 Seal Coating 500 00
6309 Parking Lot Planters 800 00
6312 Sweeping/Snow Removal 1,000.00
6300 Parking Expense Other
Total 6300 Parking Expense 7,800.00
100.00
2,500.00
295.00
10,000 00
3,000.00
0.00
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6511 Employee Pd Medical
6501 Net Wages Other
Total 6501 Net Wages
6502 Employment Security Taxes
6503 FICA 941 Employer
6504 FICA 941 Employee
6505 L &I Taxes
Total 6500 Payroll Expenses
6600 Employee Benefits
6601 Annual Pkg. Permit
6602 Medical Insurance
Total 6600 Employee Benefits
PADA
BUDGET
2009
2009 Budget
1,300.00
30,825.00
32,125.00
129.00
2,911.00
7,795 00
300.00
43,260 00
165.00
3,720 00
3,885.00
Total Expense 95,450.00
Net Ordinary Income 0 00
Net Income 0.00
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