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HomeMy WebLinkAboutR-2017-019 Special Event Promotion Services Agreement with the Downtown Association of YakimaRESOLUTION NO. R-2017-019 A RESOLUTION authorizing an agreement with the Downtown Association of Yakima for Special Event Promotion Services WHEREAS The City has a deep and abiding interest in the maintenance, beautification, improvement and promotion of the City's downtown area; and WHEREAS, The City has expended significant resources toward the improvement of the sidewalks and general appearance of the City's downtown areas through the installation of sidewalks, street lighting, aesthetic improvements and planting displays; and WHEREAS, City desires to facilitate several downtown City events that include Downtown Summer Nights, Yakima Blues and Brews Festival and Yakima Roots and Vines, together with other associated activities, for the benefit of the community and intended to occur annually in 2017, 2018 and 2019. The events will feature concerts and entertainment intended to benefit the public and promote the cultural, recreational, educational and economic development interests of the community; and WHEREAS, The Association is a nonprofit corporation with charitable tax exempt status under Internal Revenue Code §501(c)(6) whose primary purpose is to promote economic development, educational and charitable opportunities within the City, and has the expertise and ability to produce the events; and WHEREAS, the parties agree that the Association will administer the funds and activities described below in Exhibit "A," attached hereto and fully incorporated herein, to promote economic development, downtown beautification, recreational activities and tourism within the City in accordance with the terms and conditions of this Agreement, now, therefore; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: Section 1. The Special Event Promotion Services Agreement attached hereto as Exhibit "A" and fully incorporated herein by this reference, is hereby approved Section 2. The City Manager is hereby authorized to execute and administer such Agreement for and on behalf of the City of Yakima; now, therefore ADOPTED BY THE CITY COUNCIL this 7th day of February, 2017. 44 n,,,,,,, 4 ATTEST: Carmen Mendez, Mayor P • Tem PROFESSIONAL SERVICES AGREEMENT Special Event Promotion Services — The Downtown Association of Yakima THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into by and between the City of Yakima, a Washington State municipal corporation (hereinafter "City") and The Downtown Association of Yakima, a nonprofit corporation (hereinafter "Consultant"). I. RECITALS A. City is a municipal corporation of the State of Washington with City Hall located at 129 North 2nd Street, Yakima, Washington 98901. B. Consultant is a nonprofit corporation duly formed and existing under the laws of the State of Washington, with a mailing address of P.O. Box 1549, Yakima, WA 98907. C. City desires to facilitate several downtown City events that include Downtown Summer Nights, Yakima Blues and Brews Festival and Yakima Roots and Vines, together with other associated activities, for the benefit of the community and intended to occur annually in 2017, 2018 and 2019. The events will feature concerts and entertainment intended to benefit the public and promote the cultural, recreational, educational and economic development interests of the community. D. Consultant has the experience and ability to provide promotional and operational services to accomplish such purposes. E. The parties desire to enter into a Professional Services Agreement for the provision of such services pursuant to the terms and conditions set forth herein and below. II. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and agreements set forth herein, it is agreed by and between the City and the Consultant as follows: 1. Special Events. The annually conducted special events that are subject to this Agreement are the 2017-2019 Downtown Summer Nights, Yakima Blues and Brews Festival and Yakima Roots and Vines, which shall consist of concerts, entertainment, and related productions. 2. Special Events Location. The special events described above shall be scheduled to occur within the North Front Street Historic District. City shall provide all necessary permissions to accomplish the closure of such area used for the festival to vehicular traffic, except for: (a) incidental vehicular access to facilitate the events and (b) emergency vehicle access to and from the event site. Notwithstanding the above, the parties by mutual agreement may designate other suitable locations for the special event. Page 1 of 6 3. Scope of Work. The Consultant shall provide all special event services, staff, specialized equipment, and shall otherwise do all things necessary for or incidental to the scheduling, permitting, and performance of the following work. Consultant shall obtain a Special Event Permit (or Special Event Permits, as necessary and appropriate) pursuant to Chapter 9.70 YMC to cover each of the special events set forth in Section 1, to be held at the location(s) set forth in Section 2 of this Agreement. The permit will include provisions incorporating the following elements, as well as the Indemnification provisions set forth in Section 12 and the Insurance requirements set forth in Section 13 and of this Agreement: a. Arrangements for ticket sales process. b. Compliance with all applicable laws and regulations, including but not limited to acquiring the appropriate permits issued by the Washington State Liquor Control and Cannabis Board for beer, wine and spirit sales. The Consultant reserves the right to develop partnerships for sales and service of alcoholic beverages at the events. c. Procure all volunteer labor for the event under a schedule created cooperatively by both the City and Consultant. d. Provide production management for the event entertainment including, but not limited to, hiring and payment of fees and costs for sound reinforcement, lighting, stage hands, artists, stage manager, and shall perform all those duties normally associated with production of stage entertainment. e. The Downtown Association of Yakima will provide an annual progress report to the Yakima City Council on the status of the events in this Agreement. The report will include attendance details, financial status of the event, and plans for the following year. 4. City's Responsibilities. In addition to compensation paid to Consultant pursuant to Section 5 below, the City shall provide the following services to facilitate the special events: a. Provide appropriate street closures at the event site, with appropriate barricades and signage. b. City shall make available appropriate space on its website or telecommunications systems for the placement of information advertising and promoting the special events. City reserves the right to approve, deny, or edit such information, advertising and promotion in any manner deemed necessary or appropriate by City in its sole discretion. The Consultant reserves the right Page 2 of 6 to procure promotional partnerships and sponsorship opportunities to assist in producing the events. c. City will provide a reasonable number of tables, tents/canopies, and fencing as appropriate to facilitate presentation of the event. d. City will provide a person with appropriate authority to serve as event liaison as a point of contact to facilitate the City's portion of the Agreement and in 2017 will work closely with the contractor to ensure a smooth transition of the events from the City of Yakima to the Consultant for future productions e. City will provide funding to produce the events under the following terms: $30,000 in 2017, $20,000 in 2018 and $10,000 in 2019. After 2019, the City will provide no additional funding to produce the events. An agreement may be considered for a continued partnership between the parties hereto for sections A, B, C and D of this section in future years. Any proceeds from the events shall be retained by the Downtown Association of Yakima to fund activities in the downtown district including the production of these events in future years. 5. Term of Agreement. The term of this Agreement shall commence upon full execution by all parties and shall terminate upon full performance of Consultant's services hereunder and City's payment of all applicable compensation for services provided hereunder through the conclusion of applicable events in 2019. This Agreement may be terminated by either party in accordance with Section 17 of this Agreement. 6. Status of Consultant. The Consultant and the City understand and expressly agree that Consultant is an independent contractor in the performance of each and every part of this Agreement. The Consultant, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement free from supervision by the City over the methods and details of performance except as provided herein. Additionally, and as an independent contractor, Consultant and its employees shall make no claim against the City for 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 or any officer, employee or agent of Consultant and the City. Consultant shall likewise include within any agreement with artists retained or hired by Consultant to provide performances pursuant to this Agreement a written provision that each artist hired or retained by Consultant pursuant to this Agreement shall for all purposes be deemed an independent contractor of Consultant, and not an agent, employee or contractor of the City. 7. Taxes and Assessments. Consultant shall be solely responsible for compensating his/her employees and paying all related taxes, deductions, and assessments including, but not limited to, federal income tax, FICA, social security tax, Page 3 of 6 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. 8. Non -Discrimination. During the performance of this Agreement, 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 training, and the provision of services under this Agreement. 9. Compliance With Law. Consultant agrees to perform all services 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. 10. No Conflict of Interest. Consultant represents that he/she and/or his/her employees do 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. 11. No Insurance Provided by City. It is understood the City does not maintain liability insurance for Consultant and/or his/her employees. 12. Indemnification and Hold Harmless (a) Consultant agrees to protect, defend, indemnify, and hold harmless the City, its elected officials, officers, employees, agents, and volunteers 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) arising out of or resulting from the performance of artists retained by Consultant pursuant to this Agreement, and/or resulting from death or bodily injury to any person or damage or destruction to a third party or third parties to the extent caused by any negligent act and/or omission of Consultant, its officers, employees, agents, volunteers, contractors and/or subcontractors, arising out of the performance of this Agreement. (b) Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 13. Insurance (a) At all times during performance of the Services, Consultant shall secure and maintain in effect insurance to protect the City and Consultant from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. Consultant shall provide and maintain in force insurance in limits no Tess Page 4 of 6 than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. (b) Commercial General Liability Insurance. Before this Agreement is fully executed by the parties, Consultant shall provide the City with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate (per event). The policy shall include employer's liability (Washington Stop Gap). The policy will also include liquor liability. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insured will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. 14. Assignment. This Agreement, or any interest herein, or claim hereunder, 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 Consultant as stated herein 15. Integration. This written document constitutes the entire agreement between the parties. No changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 16. Non -Waiver. The waiver by Consultant or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provision. 17. Termination. The Consultant or the City may terminate this Agreement, with or without cause, by giving the other party at least ten (10) days advance written notice of termination. In the event of such termination, the Consultant shall be compensated for actual expenses incurred which cannot be reversed, up to the effective date of termination. In such event, Consultant shall provide City with invoices supporting and documenting such expenses. 18. 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. 19. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties at their addresses as follows: Page 5 of 6 To City: To Consultant: Cliff Moore City Manager City of Yakima City Hall 129 North 2nd Street Yakima, WA 98901 The Downtown Association of Yakima P.O. Box 1549 Yakima, WA 98907 or to such 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. 20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 21. Venue. The venue for any action to enforce or interpret this Agreement shall lie in a Court of competent jurisdiction in Yakima County, Washington. 22. Effective Date. This Agreement shall be effective as and from the date signed by the last party to sign. CITY OF YAKIMA By: Cli Mo• e, City Manager Date: 4g117 ATTEST: THE DOWNTOWN ASSOCIATION OF YAKIMA By: Date: 1-.)/ 0) I (1 Sonya Claar Tee, City Clerk CITY CONTRACT NO 00/ 7 " 0/47 J� -;,o/ 7-O/% Page 6 of 6 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDASTATEMENT Item No. 12. For Meeting of: February 7, 2017 ITEM TITLE: Resolution authorizing an agreement with the Downtown Association of Yakima for Special Event Promotion Services SUBMITTED BY: Sean Hawkins, Economic Development Manager, 575-6274 SUMMARY EXPLANATION: City staff presented a proposal to the Council Economic Development Committee at their December 2016 meeting for the creation of a downtown partnership with the Downtown Association of Yakima. The memo detailing the steps to create this partnership is included in the Council packet. The overall goal of this partnership is to transfer the management of downtown related activities currently performed by City of Yakima Economic Development staff to the two year old Downtown Association of Yakima. The Downtown Association of Yakima is an accredited program with both the State of Washington Main Street Program and the national Main Street Program and has developed a successful track record of event production, volunteer recruitment and facade programs. The organization began recruitment for its first Executive Director in January 2017. The benefits to the City of this partnership proposal include keeping the momentum of our downtown efforts moving forward through the day to day leadership of the Downtown Association of Yakima and freeing time for City Economic Development staff to implement the projects included in the City Economic Development plan. The agreement presented for Council consideration is to move three downtown events that were created by City Economic Development Staff to the Downtown Association of Yakima. The events include Downtown Summer Nights, Yakima Roots and Vines Festival and Yakima Blues and Local Brews Festival. City staff would work with the Downtown Association to fully transfer these events to the organization in 2017 and the City would provide funding from the City Special Event fund for three years to assist in their production. The funding exit plan has been prepared in the following way: $30,000 in 2017, $20,000 in 2018 and $10,000 in 2019. After 2019, the City expects these events to be fully sustainable with their own revenue stream and require no additional City funding. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Economic Development APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Adopt resolution. BOARD/COMMITTEE RECOMMENDATION: The Council Economic Development Committee voted 3-0 to bring this proposal and associated agreements to the full council for consideration. ATTACHMENTS: Description Upload Date 0 Resolution DAY Agreement 12/30/2016 0 DAY Special Event Agreement 12/30/2016 ID Downtown Partnership Proposal 1230/2016 Type Cor Memo Cor Memo Cover Memo Memorandum To: City Manager, Cliff Moore City Council Economic Development Committee From: Sean Hawkins, Economic Development Manager Date: December 1, 2016 Subject: Downtown Yakima Partnership Downtown Yakima Partnership Concept Based on conversations with the City's Council Economic Development Committee, there appears to be general consensus for the City's Economic Development staff to transition out of the day-to-day work they have been performing in downtown development and shifting this work to the Downtown Association of Yakima. Throughout the last few months, City of Yakima staff have been working directly with the Downtown Association of Yakima and various downtown stakeholders on the creation of a Downtown Yakima Partnership proposal. The partnership model is the most common downtown management method used throughout the United States. The concept of the Downtown Yakima Partnership would be to place Yakima's three pillars of downtown activity under one organizational home. Under this proposal, the Downtown Association of Yakima would manage the three following reoccurring downtown programs: 1) Promotion and Downtown Communication — These services are currently performed by the Downtown Association of Yakima with City assistance. 2) Downtown Event Production — the City of Yakima Economic Development Department currently produces Downtown Summer Nights, Roots and Vines Festival, Blues and Brews Festival, Lunchtime Live, Light Up the Plaza and more. 3) Downtown Yakima Business Improvement District — the City of Yakima Economic Development Department currently manages the Block by Block contract for downtown maintenance services. Downtown Yakima Partnership Funding To fund the Downtown Yakima Partnership, City staff seeks guidance from council on funding the following three expenditures: Washington State Main Street Tax Credit City staff is seeking council approval to enter into an agreement with the Downtown Association of Yakima to continue an annual application for a Washington State Main Street Tax Credit. The City of Yakima has successfully applied for this funding in 2015 and 2016. The City of Yakima annually pays over $500,000 in utility taxes to the State of Washington and upon Department of Page 1 of 4 Revenue approval, this program allows us to keep up to $100,000 of our annual tax obligation and provide it to our local State Certified Main Street program. The tax credit program allows a tax credit to the City in the year after it is approved so the tax credit we were awarded in 2015 reduced our utility tax obligation in 2016. The tax credit funding works like this: 2016 — City pledges $133,333 to the Downtown Association of Yakima and applies to the Department of Revenue for the tax credit on the first working day of 2017; 2017 — City receives $100,000 tax credit towards their State of Washington Tax Obligation as a result of the pledge; 2017 — Downtown Association reimburses the City of Yakima $33,333 to cover the net cost of the tax credit. Under this scenario, the impact to the City of Yakima budget would be zero and funding to provide downtown events and maintenance is made available. City of Yakima Special Event Fund City staff is seeking council guidance on the concept of allocating $30,000 in annual funding from the $75,000 total budgeted City Special Event Fund to the Downtown Association of Yakima to allow them to produce special events in downtown that the City of Yakima Economic Development staff originated in 2013, such as Downtown Summer Nights, Roots and Vines, Blues and Brews and more. The $75,000 Special Event Fund noted above is included in the 2017 City of Yakima draft budget. It is intended that the City discontinue producing downtown events by providing the Downtown Association $30,000 toward them in 2017, $20,000 toward them in 2018 and $10,000 towards them in 2019. The balance of $45,000 in the City's Special Event Fund has, in recent years, been used to fund Cinco De Mayo, Viva La Music and Yakima Folklife Festival and would be available, with Council approval, to fund those events again in 2017. Downtown Yakima Business Improvement District Since the inception of the Downtown Yakima Business Improvement District in 2008, the City has made an annual contribution of $50,000 to the district budget to represent the properties the City owns in the district including the Capitol Theatre, Convention Center, City Hall and municipal parking lots. Including the City's participation, the DYBID produces annual revenue of $210,000 annually specially for maintenance funding. The City's portion of DYBID funding is included in the 2017 City of Yakima draft budget and is sourced from the Central Business District account. It is recommended that this funding continue as long the district remains in existence. Downtown Yakima Partnership Creation Timeline The following is a possible timeline and steps to establish the Downtown Yakima Partnership: Page 2 of 4 December 2016 — Yakima City Council approves State of Washington Main Street Tax Incentive in the City of Yakima budget for $133,333. City Council will also consider a special event fund of $75,000 in the City of Yakima 2017 Budget. The Downtown Association would refund the City of Yakima back the net portion of the Main Street Tax Incentive. December 2016 — The Downtown Association of Yakima will advertise locally and nationally to fill an Executive Director position. The expectation will be to have this position filled by March 1, 2017. January 2016 — City staff will bring a resolution to the Yakima City Council authorizing the City Manager to execute two agreements with the Downtown Association of Yakima. 1. Approve a three year agreement for the City to apply for the maximum amount of annual funding from the Washington State Main Street Tax Incentive. This is currently set at $133,333 annually. The funds available to the Downtown Association of Yakima would be subject to the availability of funding through the State of Washington Main Street Tax Incentive Program. The Downtown Association of Yakima would agree to refund the net portion of the funding back to the City of Yakima. 2. Approve a three year agreement to allocate $30,000 of special event funds in the first year to produce Downtown Summer Nights, Roots and Vines Festival, Blues and Local Brews Festival, Second Saturday Cruise Nights, Holiday Activities and other special events. This funding would be sourced from the City's $75,000 Special Event Fund. The amount would be reduced to $20,000 in 2018 and $10,000 in 2019. It would be agreed that the funding would cease 2020. January 2016 — the Downtown Association of Yakima will create one seat on their board for the City's Economic Development Department and the City Council will appoint a liaison to attend board meetings. March 1, 2017 — The City of Yakima Purchasing Department will provide a one month notice to Block by Block notifying them of the termination of their present maintenance contract. March 2017 — City staff will bring a resolution to the Yakima City Council authorizing the City Manager to approve a maintenance agreement with the Downtown Association of Yakima to provide services in the Downtown Yakima Business Improvement District. The Downtown Association of Yakima would be required to hire and supervise a minimum of 120 staff hours weekly for clean team services that will include specific cleaning and maintenance duties identified in the contract. The City's DYBID contribution as well as the remaining balance of the 2017 portion of the DYBID maintenance fund will fund this work. The City Council would also end the Downtown Yakima Business Improvement District Advisory Committee and require that the Downtown Association of Yakima create a Clean and Safe Committee to address clean and safe issues in downtown Yakima as part of the maintenance agreement. Downtown Plaza Programming and Maintenance Page 3 of 4 Looking ahead, the Downtown Yakima Partnership is the most likely organization to handle the day to day maintenance and programming oversight for the Yakima Central Plaza. We believe that the steps above will ensure that the Downtown Association of Yakima is a strong enough organization to take on all maintenance and daily booking of the plaza. City staff recommends a funding model where the rental fees from the plaza will be broken into four parts: 1) Downtown Association of Yakima fund to assist in paying labor cost to providing staffing for daily maintenance including landscaping, littler removal, power washing and more; 2) Capitol Reserve Fund to pay for future capital projects in the plaza that would be managed jointly by the City of Yakima and the Downtown Association of Yakima; 3) Plaza Maintenance Fund to assist the City in paying water and electric utility costs and any incidental services provided by City staff. 4) Debt service for the overall project cost paid back to the City. The final percentage amounts of each fund would be determined through the negotiation of an agreement between the City of Yakima and the Downtown Association of Yakima at the appropriate time. Page 4 of 4