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HomeMy WebLinkAboutR-2001-154 Smith, Phillips & DiPietro AgreementRESOLUTION NO. R-2001-154 A RESOLUTION authorizing the City Manager of the City of Yakima to execute a professional services agreement with Smith, Phillips & DiPietro to promote retail trade activities in downtown Yakima with particular emphasis on holiday activities. WHEREAS, through Yakima Ordinance No. 96-32 and authorized by RCW Chapter 35.87A, the City Council of the City of Yakima established a parking and business improvement area ("PBIA") for the purpose of improving trade, economic viability and livability within the area; and WHEREAS, said ordinance authorized a variety of projects for the purpose of improving trade, economic viability and livability within the PBIA, "including the management and promotion of retail trade activities in the area;" and WHEREAS, said ordinance also established that special assessments would be levied against all businesses within the PBIA to fund authorized projects for the PBIA; and WHEREAS, the Yakima Downtown Association ("YDA") recommends that the City utilize some of the PBIA funds to contract with Smith, Phillips & DiPietro to promote retail trade activities in the PBIA with particular emphasis on holiday activities; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to authorize execution of the attached agreement with Smith, Phillips & DiPietro to promote retail trade activities in the PBIA with particular emphasis on holiday activities, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated "Professional Services Agreement" with Smith, Phillips & DiPietro to promote retail trade activities in downtown Yakima with particular emphasis on holiday activities. ADOPTED BY THE CITY COUNCIL this 20th day of November, 2001. ATTEST: City Clerk res-ced-dipietro-pbia-promotion nov 01.pm &:,4" "6,6e_ Mary Place, Mayor SMITH, PHILIPS & DIPIETRO PUBLIC SECTOR PROFESSIONAL SERVICES AGREEMENT WITH THE CITY OF YAKIMA, WASHINGTON THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into by and between the CITY OF YAKIMA (hereinafter the "City"), a Washington municipal corporation, and SMITH, PHILIPS & DIPIETRO. (hereinafter the "Consultant"), a Washington corporation. WHEREAS, through Yakima Ordinance No. 96-32 and authorized by RCW Chapter 35.87A, the City Council of the City of Yakima established a parking and business improvement area ("PBIA") for the purpose of improving trade, economic viability and livability within the area; and WHEREAS, said ordinance authorized a variety of projects for the purpose of improving trade, economic viability and livability within the PBIA, "including the management and promotion of retail trade activities in the area;" and WHEREAS, said ordinance also established that special assessments would be levied against all businesses within the PBIA to fund authorized projects for the PBIA; and WHEREAS, the Yakima Downtown Association ("YDA") recommends that the City utilize some of the PBIA funds to contract with the Consultant to promote retail trade activities in the PBIA with particular emphasis on holiday activities; and WHEREAS, the City desires to engage the Consultant to promote retail trade activities in the PBIA with particular emphasis on holiday activities. NOW, THEREFORE, in consideration of these premises and of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and the Consultant as follows: 1. SCOPE OF SERVICES. The Consultant shall receive Fifteen Thousand Dollars ($15,000.00) to develop and provide a promotion campaign for downtown Yakima that highlights holiday activities. Specifically, the Consultant shall do the following steps to establish, develop and provide said promotion campaign: a. Create concept development ($500.00). b. Produce advertising materials ($1,750.00). c. Negotiate placement of collateral materials (i.e., newspaper, television, and radio) ($12,500.00). d. Generate press releases and publicity as needed ($250.00). Page - 1 of 5 (1k)agr-dipietro-ced-pbia-01-pm In performing these services and tasks, the Consultant shall consult with City officers and employees, and the Yakima Downtown Association ("YDA"). The Consultant shall proceed in a timely and diligent manner, and shall complete said services by January 31, 2002. 2. DURATION OF CONTRACT. This Agreement shall commence upon execution hereof by the parties and shall terminate at midnight, February 28, 2002, unless terminated sooner by either party in accordance with Section 14 of this Agreement. 3. COMPENSATION, METHOD OF PAYMENT, REPORTING. In consideration of performance of the services and tasks described in Section 1 of this Agreement, the Consultant shall receive payment from the City in a total amount of not more than Fifteen Thousand Dollars ($15,000.00), which amount shall be paid to Consultant within ten (10) calendar days of execution of this Agreement. Said compensation shall include and cover any and all costs and expenses of providing the promotional activities described in Section 1 of this Agreement. On or by February 28, 2002, the Consultant shall provide the City with a written report describing in detail how said Fifteen Thousand Dollars ($15,000.00) was spent/utilized by Consultant to accomplish the services and tasks described in Section 1 of this Agreement. 4. ADDITIONAL SERVICES. The City may request additional promotional activities and services beyond those described in Section 1 of this Agreement. In such event, the City Manager (or his designee) is authorized to negotiate a mutually agreeable sum for such additional services and activities. A description of the additional services and consideration shall be reduced to writing in a document signed by the parties. This document shall be made an addendum to this Agreement. 5. STATUS OF CONSULTANT. Consultant and the City understand and expressly agree that Consultant is an independent Consultant in the performance of each and every part of this Agreement. Consultant, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services and promotional activities required under this Agreement. Consultant shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between Consultant and the City. 6. TAXES AND ASSESSMENTS. Consultant shall be solely responsible for compensating its employees and for paying all related taxes, deductions, and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, Consultant shall pay the same before it becomes due. 7. ESTABLISHMENT AND MAINTENANCE OF RECORDS. The Consultant shall maintain accounts and records, including personnel, property, financial, and program records, and such other records as the City may deem necessary, including a system of internal controls and accounting systems which conform to generally accepted accounting principles and auditing standards. This is to ensure proper accounting for all funds provided under this Agreement. All such records and documents shall be retained by the Consultant and be Page - 2 of 5 (1k)agr-dipietro-ced-pbia-01-pm available for inspection, audit and copying by the City during the term of this Agreement and for a period of three (3) years following the termination of this Agreement. 8. AUDITS AND INSPECTIONS. a. The Consultant shall provide access of facilities to the City, the state and/or federal agencies or officials at reasonable times to monitor and evaluate the services provided under this Agreement. The City will give advance notice to the Consultant in the case of fiscal audits, pertaining to the services provided under this Agreement, to be conducted by the City. b. Records and documents pertaining to services provided under this Agreement shall be subject at all reasonable times to inspections, review, or audit by the City and/or duly authorized federal/state officials, including but not limited to, the Washington State Examiner. The City will give advance notice to the Consultant in the event an inspection of records is required. c. If the Consultant should have its annual financial statement audited by an independent certified public accountant during the period of this Agreement, one copy of such audit shall be provided to the City. 9. OWNERSHIP OF MATERIALS AND DOCUMENTS. All marketing collateral, documents and materials prepared by Consultant for the City shall be the property of the City; provided, however, all work papers and source materials shall be the property of the Consultant. 10. CONFIDENTIATLITY OF MATERIALS AND DOCUMENTS. The Consultant shall keep confidential all reports, information, data, documents, records and other materials given to, prepared or assembled by the Consultant pursuant to this Agreement which the City designates as confidential. Such information shall not be made available and/or disclosed by the Consultant to any person, firm, corporation or any other entity without the prior written consent of the City. 11. COMPLIANCE WITH LAWS. Consultant agrees to perform all services and promotional activities under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 12. NO CONFLICT OF INTEREST. Consultant represents that it does not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. Consultant further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 13. NO INSURANCE. It is understood that the City does not maintain and shall not provide any insurance, liability or otherwise, for or on behalf of Consultant, its directors, partners, officers, employees, agents, representatives and/or subcontractors . Page - 3 of 5 (lk)agr-dipietro-ced-pbia-01-pm 14. INDEMNIFICATION AND HOLD HARMLESS. a. Consultant agrees to protect, defend, indemnify, and hold harmless the City, its officers, elected officials, employees and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements) caused by or occurring by reason of any negligent act, error and/or omission of the Consultant arising out of or in connection with the performance or non-performance of the services, duties, and obligations required of the Consultant under this Agreement. b. In the event that the Consultant and the City are both negligent, the Consultant's liability for indemnification of the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees and disbursements) that can be apportioned to the Consultant. c. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 15. NONDISCRIMINATION. During the performance of this Agreement, the Consultant shall not discriminate in violation of any applicable federal, state, and/or local law or regulation on the basis of race, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for employment training, or in the administration or delivery of services or any other benefits under this Agreement. 16. INTEGRATION. This Agreement sets forth all of the terms, conditions, and agreements of the parties relative to the subject matter hereof and supersedes any and all such former agreements which are hereby declared terminated and of no further force and effect upon the execution and delivery hereof. 17. MODIFICATIONS. Either party may request modifications to this Agreement but no proposed modifications to this Agreement shall be valid or binding upon either party unless such modification is in writing and executed by both parties. 18. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned or transferred in whole or in part by the Consultant to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of the Consultant stated herein. 19. NON -WAIVER. The waiver of either the City or the Consultant of the breach of any provision of this Agreement by the other party shall not operate and/ or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing such provision. Page - 4 of 5 dk)agr-dipietro-ced-pbia-01-pm 20. SEVERABILITY. If any portion of this Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 21. TERMINATION. This Agreement may be terminated, with or without cause, prior to the date specified above in Section 2, by written notice from either party to the other party thirty (30) days in advance of the termination date. Upon receipt of said termination notice from the City or upon sending a termination notice to the City, the Consultant shall cease all promotion activities described in Section 1 of this Agreement and shall not incur any additional promotional costs, charges, fees and/or expenses. In the event of termination, the Consultant shall provide the City with a written report describing in detail how much of said Fifteen Thousand Dollars ($15,000.00) was spent/utilized by Consultant prior to termination to accomplish the promotional activities described in Section 1 of this Agreement. The Consultant shall remit to the City any unspent portion of said Fifteen Thousand Dollars 22. SURVIVAL. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. 23. NOTICES. Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties to their addresses as follows: TO CITY: TO CONSULTANT: Bill Cook, Director Community & Economic Development City of Yakima 129 N. 2nd St. Yakima, WA 98901 Bob DiPietro 1440 North 16th Ave Yakima, WA 98902 or to such other addresses as the parties may hereafter designate in writing. Notices and/ or demands shall be sent by registered or certified mail, postage prepaid or hand delivered. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 24. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 25. VENUE. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. Page - 5 of 5 (lk)agr-dipietro-ced-pbia-01-pm CITY OF YAKIMA Date: R. A. ZA1S, JR. City Manager / c' / ATTEST 2 City - City Clerk Date: City - City Contract No.: 2001-122 Resolution No.: R-2001-154 Page - 6 of 5 (1k)agr-dipietro-ced-pbia-01-pm SMITH, PHILLIPS & DIPIETRO Date: ////`-(>1--e) / BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting of November 20, 2001 ITEM TITLE: Consideration of Resolution Authorizing and Ratifying Professional Services Agreement with Smith Phillips DiPietro for Holiday Marketing Promotional Services for Downtown SUBMITTED BY: William Cook, Director of Community and Economic Development CONTACT PERSON/TELEPHONE: Jar Arcand, Co -Chairman, Yakima Downtown Association (509) 453-1644 SUMMARY EXPLANATION: The Yakima Downtown Association at is regular meeting, November 1, 2001, unanimously recommended allocating $15,000 from Parking and Business Improvement (PBIA) revenues for marketing and promoting downtown Yakima. The proposal is to promote downtown Yakima highlighting holiday activities and events. This promotional campaign will also serve as a test run of a year round marketing program that is being considered for the downtown in FY 2002. The Consultant shall provide the following services: • Create concept development • Produce advertising materials • Negotiate placement of collateral materials (i.e., newspaper, television, and radio) • Generate press releases and pubhcity as needed The total contract amount of $15,000 is for holiday promotion of the downtown. The Consultant shall receive payment from the City in a total amount of not more than Fifteen Thousand Dollars ($15,000.00), which amount shall be paid to Consultant within ten (10) calendar days of execution of this Agreement. Attached are the minutes of the November 1, 2001 Yakima Downtown Association meeting and the Professional Services Agreement. Resolution X Ordinance Other (Specify) Professional Services Agreement Funding Source Downtown PBIA (161) APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Authorize the City Manager to execute a Professional Service Agreement with Smith, Phillips & DiPietro for promotion of downtown Yakima BOARD/COMMISSION RECOMMENDATION: Motion unanimously approved at the November 1, 2001, Yakima Downtown Association meeting to allocate $15,000 for a holiday promotional campaign. COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2001-154 MEETING MINUTES November 1, 2001 Co -Chairman Arcand called the meeting of the Downtown Area Redevelopment Committee to order at 8:02 a.m. in the Large Conference Room, Second Floor City Hall, 129 North 2nd Street. MEMBERS PRESENT: Jar Arcand (Co -Chairman), Don Moen, Joe Maim, Herb Hill, Pat Gilmore, Steve Caffery and LeRoy Thompson Absent: Terri Powell and Joe Morrier, Jr. (one vacancy—Bill Moultray's position) Staff Present: Ken Crockett, Joan Davenport, Bill Cook, Vaughn McBride and Judy Arington Council: Guest: Liz McGree and Lynne Kittelson Minutes: Moved by Moen, seconded by Caffery for approval of October 4, 2001 minutes as distributed. The motion carried. PBIA Renewal: Arcand reported he is still compiling the data for the directory. McBride offered to assist. Arcand inquired if the County was paying into the PBIA. Mann will work with the County Commissioners to obtain information for the database. After the information is compiled, the minutes and other infoiiiiation can be sent out to all businesses with e-mail addresses. Update on Banner Flags: Caffery reported he has been focused on other business, but has put the banners flags on hold waiting for results from the downtown planning group. Update on the Downtown Design Planning: Arcand reported the committee discussed remodel of downtown by developing a new image. It would require remodel of Yakima Avenue by repaving, irrigation and a new theme. The committee discussed adopting the theme of Gateway to Wine Country; add benches, pocket parks and developing a design ordinance. Dollar figures were presented at the meeting for doing an LID for the Westside. Cook offered to find out what the total cost would be using the $118 linear foot figure (Cadillac model) and $80 linear foot figure (standard model) for all of Yakima Avenue including Westside, Front Street and Downtown out to the I-82 off ramp. Cook recommended a subgroup of the Downtown committee meet and discuss issues on developing a design ordinance. The subcommittee includes Bill Cook, Don Moen, Jar Arcand, Steve Caffery, Kathy Coffey, LeRoy Thompson, Vaughn McBride, Joe Morrier, Jr. and Dave Franklund. Farmers Market: Mann reported this year's market ended the last Sunday in October. One of the successes this year was the partnership with the Department of Aging and Care and the market is looking DARC Min./(ja) November 15, 2001 1 forward to a similar partnership in 2002. The market is planning a winter carnival that will include an arts and craft festival. Arcand reported he had heard that other parts of town was interested in moving the market to another area. Mann informed the committee that the market board members are aware of the origin of the market and that it belongs in the downtown. Christmas Parade: Mann reported the Christmas parade is scheduled for December 6th. Banners will be placed across Yakima Avenue. The Christmas tree will be lit this evening and there will be a performance of the Nutcracker held at the Capitol Theater. Caffery offered to incorporate the parade in his ads for the Nutcracker performance. Downtown Promotion: Arcand introduced the idea of doing a year around promotion campaign. He suggested Walla Walla's promotion activities as a model for Yakima. Mann talked about the different events that were happening in the downtown that would bring people to the downtown if the public were informed. It was recommended that approximately $15,000 should be authorized to promote downtown Yakima through January 2002. The promotion package should include all television, radio and newspaper. It was recommended that Mann be the Chair of a taskforce (Downtown Promotion/Marketing Campaign) including Carol from Caffery's office, Liz McGree, Bill Cook, Jar Arcand, and LeRoy Thompson. Gilmore expressed a desire that no downtown funds promote a for profit organization. Arcand suggested the promotion would not be used for retail sales, but to promote the downtown as a whole. Motion by Moen to allocate $15,000 for the promotion campaign with long term follow through. Motion unanimously approved. U. S. Flag for Millennium Plaza: Arcand reported he had received the U. S. flag he ordered. He commented that Teri Powell had a lead for the flagpole. The Christmas tree will be placed in the spot where the flag is currently being displayed and Moen will work with Doug Rich, Allied Arts, for a permanent location for the U. S. flag. OTHER BUSINESS: Unused Christmas Decorations: Davenport presented colored copies of Christmas decorations that were not being used this year and asked permission for Tahoma Cemetery to use one of the stars. There were approximately 30 decorations of varying types that was not being used. Caffery will review decorations with Davenport to ascertain if he wants to use around the Capitol. Downtown committee members did not have a problem with Tahoma Cemetery utilizing the decorations. Arcand commented that he felt the City should be appreciative that the downtown merchants purchased the decorations and recommended the City look at changing it view of charging for putting the decorations up and taking them down. He was interested in more of a partnership role with the City. Gilmore questioned if the tree lights project was complete as no lights were on Second Street. Caffery responded that the lights were only put up along Yakima Avenue. Meeting adjourned 9:15 a.m. DARC Min./(ja) November 15, 2001 2