Loading...
HomeMy WebLinkAbout11/03/2025 07.G. Resolution creating a new Yakima Downtown Development and Promotion Agreement with the Downtown Association of Yakima for the expenditure of additional 2025 Mainstreet funding `y Alt o' 1. ^♦ !!! ii! 'I!I/ s . BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 7.G. For Meeting of: November 3, 2025 ITEM TITLE: Resolution creating a new Yakima Downtown Development and Promotion Agreement with the Downtown Association of Yakima for the expenditure of additional 2025 Mainstreet funding (Grant Fund with matching General Fund) SUBMITTED BY: Gary Ballew, Assistant City Manager Craig Warner, Finance and Budget Director SUMMARY EXPLANATION: The Washington Main Street Program helps communities revitalize and preserve their historic downtowns. One way this is accomplished is through a tax credit incentive program. Funding for this program is adjusted on a quarterly basis and is available for approved Main Street Organizations (Downtown Association of Yakima) through their municipal partner(City of Yakima). On October 1, the Department of Revenue announced an additional $125,799 was available in Main Street tax credits. These funds require a 25% match of$41,933, which is available within the existing 2025 budget. The total contract amount is $167,732. This funding has to be committed and transferred to the Main Street Organization prior to November 16, 2025 or Department of Revenue will reassign the funding. The proposed Yakima Downtown Development and Promotion Agreement between Downtown Association of Yakima and the City of Yakima calls for the funding to be first used to expand the downtown lighting corridor project and host six Downtown Summer Nights events in 2026 as compared to three in 2025. While the agreement allows for amendment to respond to 2026 Main Street funding, staff is proposing to develop a single agreement that incorporates funding from both Main Street and the Downtown Yakima Business Improvement District and incorporates clear distinction of roles and responsibilities, while also further detailing the scope of work being undertaken by DAY. This proposed agreement for 2026 will be brought before Council in the first quarter of 2026. ITEM BUDGETED: Yes STRATEGIC PRIORITY 24-25: A Thriving Yakima RECOMMENDATION: Adopt Resolution. ATTACHMENTS: R-2025-_Development and Promotion Agreement with Downtown Association of Yakima.docx day.promotion.agmt.2025.pdf 95 RESOLUTION NO. R-2025- A RESOLUTION authorizing the City Manager of the City of Yakima to execute the Yakima Downtown Development and Promotion Agreement with the Downtown Association of Yakima (DAY) for the purpose of promoting economic development, beautification, tourism, and recreational activities in the downtown district through the Washington State Main Street Program. WHEREAS, the Washington State Main Street Program, administered by the Department of Archaeology & Historic Preservation and managed by the Washington Trust for Historic Preservation, supports communities in revitalizing their downtown districts; and WHEREAS, the City of Yakima is eligible to receive a Public Utility Tax credit of up to 75% of contributions made to DAY through a B&O Tax Credit under RCW 82.73, thereby leveraging state incentives to support local economic development; and WHEREAS, the Downtown Association of Yakima (DAY) is a certified nonprofit Main Street organization, as required for Main Street funding, whose mission is to make Yakima's urban core the premier place to live, work, and play; and WHEREAS, DAY has successfully implemented programs such as Downtown Summer Nights, the Farmers Market, façade improvements, and beautification efforts including flower baskets and lighting projects that enhance the vibrancy of downtown Yakima; and WHEREAS, the Agreement provides for a lump sum payment of$125,798.79 from Main Street Tax Credit funds and $41,932.93 in matching City funds for 2025, with future reimbursements structured in three installments based on DAY's approved Action Plan; and WHEREAS, DAY will use the funds to expand the downtown corridor lighting project, host six Downtown Summer Night events, and promote tourism, recreation, and economic development through media campaigns, events, and partnerships; and WHEREAS, the Agreement includes provisions for annual review and amendment of the Action Plan, ensuring accountability and alignment with the City's goals; and WHEREAS, the Agreement reserves a board seat for a City staff representative to participate in DAY's decision-making, fostering collaboration and transparency; and WHEREAS, the City Council finds that entering into this Agreement is in the best interest of the City and its residents, and supports the continued revitalization of downtown Yakima through strategic investment and partnership. 96 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute the Yakima Downtown Development and Promotion Agreement with the Downtown Association of Yakima, consistent with the terms outlined above. ADOPTED BY THE CITY COUNCIL this 3rd day of November, 2025. Patricia Byers, Mayor ATTEST: Rosalinda Ibarra, City Clerk 97 YAKIMA DOWNTOWN DEVELOPMENT AND PROMOTION AGREEMENT By and Between CITY OF YAKIMA And DOWNTOWN ASSOCIATION OF YAKIMA This YAKIMA DOWNTOWN DEVELOPMENT AND PROMOTION AGREEMENT (hereinafter referred to as the "Agreement") is executed by and between the City of Yakima, a Washington municipal corporation (hereinafter referred to as the "City") and the Downtown Association of Yakima, a Washington non-profit corporation (hereinafter referred to as "DAY"). 1. Recitals A. The City has a deep and abiding interest in the maintenance, beautification, promotion and preservation of the City's downtown core; and B. 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 C. The City has previously contracted with DAY for downtown development and promotion and was satisfied with DAY's promotion of downtown and activities therein; and D. The City desires to continue its contractual relationship with DAY for the development and promotion of economic development, beautification, tourism and recreational activities, opportunities and programs within the downtown district; and E. DAY is a nonprofit corporation with charitable tax-exempt status under the Internal Revenue Code whose primary purpose is to promote economic development, educational and charitable opportunities within the City, and to administer a Main Street Program benefitting residents of the City and the City's downtown; and F. In accordance with RCW 82.73 that governs the Main Street Program, the City will be eligible to receive a credit on its 2026 Public Utility Tax liability of up to 75% of the total paid to DAY in 2025, and similarly the City would be eligible to receive a credit on future Public Utility Tax liability as long as the Main Street Program is available and the City participates; and G. The parties agree that DAY will administer the funds and activities described below to promote economic development, downtown beautification, recreational activities and tourism within the downtown district in accordance with the terms and conditions of this Agreement. 98 2. Agreement WHEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the City and DAY agree as follows: 1. Payment of Funds by City. a. Obtaining funding. In compensation for the services provided by DAY under this Agreement, the City may apply for the maximum amount of available funding from the Main Street Tax Credit authorized pursuant to Chapter 82.73 RCW and make the funding available to DAY for the scope of work addressed in Section 4 of this Agreement if the City Council and the City Manager believe it is in the best interests of the City to do so, evaluating, in part, the budgetary impact of the required matching funds from the City required of the program. In exchange for applying for this funding DAY shall undertake improvement projects and programs to promote downtown Yakima as outlined herein, and as amended each funding cycle with specific projects, and agreed upon in the future with the City. The City and DAY shall meet yearly, or as additional Main Street Tax Credit funds may be available, to discuss, and amend if necessary, the projects, Action Plan and/or scope of work under this Agreement. b. October 2025 funding. Funding has been secured through the Main Street Tax Credit program in the amount of $125,798.79 in the fourth quarter of 2025. The reimbursement of those funds along with the 25% of City funds in an amount of $41,932,93 will be made in one lump sum payment on or before November 15, 2025. c. Future reimbursements. The reimbursement of future funds would be made in three payments upon approval of DAY's Action Plan, the projects and/or scope of work under this agreement for the funds received. The first fifty (50) percent of the total reimbursement payment shall be made within ten (10) days of the annual approval of the Action Plan; the second reimbursement payment of twenty-five (25) percent of the total reimbursement shall be due on June 1 of each contract year; and the third and final reimbursement payment of twenty-five (25) percent of the total reimbursement payment shall be due on September 1 of each contract year. In the event that the Agreement is terminated prior to expiration of this Agreement in a year where the Main Street Tax Credit has been obtained, DAY shall be compensated on a pro-rata basis for work performed through the termination date, less any unpaid balance of the reimbursement value. 2. No Payment if Tax Credit Not Received. In the event the City applies for the Main Street Tax Credit and does not receive said credit one or more years during the 99 term of this Agreement, this Agreement shall not be effective during the year(s) the tax credit is not obtained and neither party is under any obligation to carry out the terms and conditions of the Agreement during said year. DAY shall have no recourse in the event the City does not secure the credit for any reason, including the choice by the City not to apply for funding. 3. Term of Agreement. This Agreement shall commence following full execution by the parties and shall terminate at midnight, December 31, 2026. The Agreement may be extended on a yearly basis for an additional five years unless either party provides written notice to the other before the end of any term (December 31st). During the term of this Agreement, DAY will reserve one board seat for a representative from the City staff to be designated by the City Manager. Said board seat shall have full authority to participate in decision-making of DAY and shall not be considered a liaison or an ex officio member. 4. Scope of Services. DAY shall use the funds received from the City to perform the following projects/programs: a. Expand the lighting project completed in 2025 an additional three blocks on Yakima Avenue. b. Hold six Downtown Summer Night musical events. In addition, funds may be used to promote: a. Beautification of the City's downtown; b. Economic development opportunities within the City's downtown; c. Opportunities within the City's downtown; d. Tourism within the City's downtown; and e. The administration of such activities. f. Provide promotional and economic tools The "promotion of economic development, recreation and tourism" means and includes activities and expenditures designed to increase tourism, recreational use opportunities and economic development including, but not limited to: 1) advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; 2) promoting recreational opportunities and major sporting and entertainment events within the City's downtown; and 3) cooperating with tourism destination marketing organizations and other persons, organizations and public or private agencies promoting economic development opportunities within downtown Yakima. Such funds may also be used to defray DAY's costs incurred from managing and administering such activities. By way of illustration, the program's and services to be provided by DAY under this Agreement, and included in DAY's Action Plan may include the following: • Provide paid leadership to implement the work plan and the four point Main Street approach to downtown revitalization 100 • Upgrades to downtownyakima.com or any other websites operated by DAY that promote downtown Yakima • Holiday promotions including producing holiday tree lighting events, free carriage rides, merchant open houses, and advertising • Development and publishing of new downtown promotional brochures and pocket calendar guides • New events and programming created by DAY • Continued management events and activities designed to bring people downtown • Year-round downtown promotional media campaign • Training and travel fees for Washington State Main Street program annual conference and quarterly meetings • DAY coordination and management of flower baskets for the downtown district 5. Prevailing Wages. Work done under this Agreement shall comply with prevailing wage laws set forth in Chapter 39.12 RCW, as applicable, including, but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and the "Affidavit of Wages Paid" as required by RCW 39.12.040. DAY shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available to the CITY to review upon request. 6. Termination of this Agreement. Other than at the end of the term, this Agreement may be terminated by either party for any reason upon thirty (30) calendar days' advance written notice to the other party. Upon the effective date of termination, City shall have no further obligation to pay any remaining funds to DAY except for those funds necessary to defray costs of any contracts with third parties entered into by DAY for the sole benefit of City as set forth in the Action Plan. Notwithstanding the above, upon termination of this Agreement by City pursuant to this section, DAY shall use its best efforts to terminate any contract for the sole benefit of the City entered into by DAY, unless otherwise directed in writing by the City. 7. Property and Equipment. The parties do not intend to purchase property and/or equipment with the proceeds paid to DAY pursuant to this Agreement. Unless otherwise agreed, any property and equipment purchased by DAY shall remain property of DAY. 8. Records and Accounts. DAY shall maintain (in accordance with generally accepted accounting practices) books, accounts, records, documents and other materials related directly or indirectly to the costs, expenses, and expenditures incurred and/or made pursuant to this Agreement. All such books, accounts, records, documents and other materials shall be subject to inspection and audit at reasonable times by representatives of the City of Yakima and/or the Washington State Auditor. DAY shall make such books, accounts, records, documents and other materials 101 available and afford the proper facilities for such inspection and/or audit within forty- eight (48) hours of inspection/audit notification from any of said local and/or state government representatives. Said books accounts, records, documents and other materials may be copied by said local and/or state government representatives as part of such an inspection/audit. DAY shall preserve and make available all books, accounts, records, documents and other materials for a period of at least six (6) years after termination of this Agreement. Further, all records relating to the work or activities done under this Agreement by DAY must be made available to the CITY. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to DAY's activities under this Agreement must be retained by DAY for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. If any litigation, claim, or audit is started before the expiration of the six-year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. This provisions of this Section shall survive the termination or expiration of this Agreement. 9. Insurance. 9.1 At all times during performance of the obligations under this Agreement, DAY shall secure and maintain in effect insurance to protect the CITY and DAY from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. DAY shall provide and maintain in force insurance in limits no less than those 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. If DAY carries higher coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and City of Yakima shall be named as an additional insured for such higher limits. DAY shall provide a Certificate of Insurance to the CITY as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the CITY prior to commencement of this Agreement. Failure to provide the CITY with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure by the CITY to demand such verification of coverage with these insurance requirements or failure of the CITY to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of DAY's obligation to maintain such insurance. 102 DAY's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Agreement, and any insurance, self-insurance or insurance pool coverage maintained by the CITY shall be in excess of DAY's insurance and neither the CITY nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by DAY's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. 9.1.1 Commercial General Liability Insurance. Before this Agreement is fully executed by the parties, DAY shall provide the CITY with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Four Million Dollars ($4,000,000.00) general aggregate. 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 and appointed officials, officers, agents, employees, and volunteers as additional insureds. The insured shall 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. 9.1.2 Commercial Automobile Liability Insurance. If DAY owns any vehicles, before this Agreement is fully executed by the parties, DAY shall provide the CITY with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. The required certificate of insurance 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 and appointed officials, officers, agents, employees, and volunteers as additional insureds. The insured shall 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. 9.1.3 Employer's Liability (Stop Gap). DAY and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The CITY shall not be held responsible in any way for claims filed by DAY or its employees for services performed under the terms of this Agreement. DAY agrees to assume full liability for all claims arising from this Agreement including claims resulting from negligent acts of all subcontractor(s). DAY is responsible to ensure subcontractor(s) 103 have insurance as needed. Failure of subcontractor(s) to comply with insurance requirements does not limit DAY's liability or responsibility. 9.1.4 Professional Liability Coverage. Before this Agreement is fully executed by the parties, DAY shall provide the CITY with a certificate of insurance as proof of professional liability coverage with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per claim, and Two Million Dollars ($2,000,000.00) aggregate. 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 insured shall 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. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this Agreement. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its elected and appointed officials, officers, employees, agents, and representatives there under. The CITY and the CITY's elected and appointed officials, officers, principals, employees, representatives, and agents shall have no obligation for payment of premiums because of being named as additional insureds under such insurance. None of the policies issued pursuant to the requirements contained herein shall be canceled, allowed to expire, or changed in any manner that affects the rights of the CITY until thirty (30) days after written notice to the CITY of such intended cancellation, expiration or change. 9.2 If at any time during the life of the Agreement, or any extension, DAY fails to maintain the required insurance in full force and effect, all work under the Agreement shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the CITY to terminate the Agreement. 10. Hold Harmless. A. DAY agrees to release, defend, indemnify, and hold harmless the City and its officers, elected and appointed officials, employees, attorneys, 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 attorneys' fees and disbursements) caused by or occurring by reason of any negligent act and/or omission of DAY, its officers, directors, agents, volunteers and/or subcontractors, arising out of or in connection with duties, obligations, and services required of DAY under this Agreement. B. In the event that both DAY and the City are negligent, DAY's liability for indemnification of the City shall be limited to the negligence for any resulting suits, actions, claims, liabilities, damages, judgments, costs and 104 expenses (including reasonable attorneys' fees) that can be apportioned to DAY, its officers, directors, employees, agents, volunteers and/or subcontractors. C. Industrial Insurance Act Waiver. It is specifically and expressly understood that DAY waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW, solely for the purposes of this indemnification. DAY's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. DAY shall require that its subcontractors, and anyone directly or indirectly employed or hired by DAY, and anyone for whose acts DAY may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. D. Nothing contained in this Section or this Agreement shall be construed to vest a right of defense and/or indemnification in any third party. E. The provisions of this Section shall survive the termination or expiration of this Agreement. 11. Independent Contractor. In performing this Agreement, DAY expressly agrees that it is an independent contractor in the performance of each and every part of this Agreement, and not an agent or representative of the CITY. DAY, as an independent contractor, is not subject to control or direction from the CITY except for such oversight as is herein described and set forth by CITY ordinance. DAY expressly represents, warrants and agrees that its status as an independent contractor in the performance of the work and services required under this Agreement is consistent with and meets the six-part independent contractor test set forth in RCW 51.08.195. DAY shall not represent that it is, or hold itself out as, an agent or representative of the CITY. DAY and its officers, directors, employees, agents, volunteers and subcontractors 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 DAY, or any officer, employee or agent of DAY, and the CITY 12. Taxes and Assessments. DAY shall be solely responsible for compensating its officers, directors, employees, agents, volunteers and/or subcontractor 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 105 tax or assessment as a result of or in connection with the duties, obligations and services required of DAY under this Agreement, DAY shall pay the same before it becomes due. 13. Nondiscrimination. During the performance of this Agreement, DAY shall not discriminate on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. 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. DAY agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. In the event of DAY's noncompliance with the non-discrimination clause of this Agreement or with any such rules, regulations, laws or orders, this Agreement may be cancelled or suspended, in whole or in part, and DAY may be declared ineligible for future contracts. DAY will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge; (b) in furtherance of an investigation, proceedings, hearing, or action, including an investigation conducted by the employer; or (c) consistent with DAY's legal duty to furnish information. 14. The Americans With Disabilities Act. DAY shall comply with the Americans With Disabilities Act of 1990, 42 USC section 12101 et.seq. ("ADA") and its implementing regulations and any amendments thereto, as well as Washington state's anti-discrimination law as set forth in Chapter 49.60 RCW("WLAD") and its implementing regulations and any amendments thereto, with regard to the provision of services under this Agreement. The ADA and WLAD provide comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services and telecommunications. 15. Compliance with Law. DAY shall provide all services under 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. This includes, but is not limited to, the requirement to obtain a City of Yakima business license if a business or regulatory license is otherwise required by federal, state, or local law. Proof of such licenses must be provided at the time of execution of this Agreement. 106 16. Assignment. This Agreement, or any interest therein, or claim hereunder, shall not be assigned or transferred in whole or in part by DAY to any other person or entity without the prior written consent of the CITY. The CITY shall have sole discretion to determine whether to assign this Agreement, or any interest therein, or claim hereunder. In the event that the CITY grants the request for assignment, then the assignee shall assume all duties, obligations and liabilities of DAY as stated herein. 17. Severability. A. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. B. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict and shall be deemed modified to conform to such statutory provision. C. Should either party determine that the severed portions substantially alter this Agreement so that the original intent and purpose of the Agreement no longer exists, said party may, in its sole discretion, terminate this Agreement upon thirty (30) calendar days' advance written notice to the other party. 18. Non-Waiver. A waiver by either party hereto of a breach by the other party hereto of any covenant or condition of this Agreement shall not impair the right of the other party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 107 19. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand-delivered to the parties at their respective addresses as follows: To the City: Victoria Baker, City Manager City of Yakima 129 N. 2nd Street Yakima, WA 98901 To DAY: Curt Wilson, Executive Director Downtown Association of Yakima 14 South 1st Street Yakima, WA 98901 John Baule, Treasurer Downtown Association of Yakima 14 South 1st Street Yakima, WA 98901 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 three mailing days after the date the notice is mailed, or the date on which the notice is hand-delivered at the addresses specified above 20. 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. 21. Integration and Supersession. This Agreement sets forth all of the terms, conditions, and agreements of the parties relative to the subject matter herein and supersedes any and all such former agreements, which are hereby declared terminated and of no further force and effect, except those terms that survive the agreement, upon the execution and delivery hereof. There are no terms, conditions, or agreements with respect thereto except as provided herein, and no amendment or modification of this Agreement shall be effective unless reduced to writing and executed by the parties. 22. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County. 108 23. Dispute Resolution. The parties shall strive to resolve any dispute that may arise through mutual cooperation and negotiation in good faith. If the dispute is not resolved through negotiation, the parties may consider mediation or other form of dispute resolution but only where mutually agreed to in writing. WHEREFORE, the parties have executed this Agreement as set forth below. CITY OF YAKIMA DOWNTOWN ASSOCIATION OF YAKIMA By: By: pi(„z (f_joa( Victoria Baker, City Manager Dave Zabe , resident By: Curt ilson, ecutive Director Date: Date: 10/24/25 ATTEST: By: Rosalinda Ibarra, City Clerk 109