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HomeMy WebLinkAbout09/21/2010 10A Greater Yakima Chamber of Commerce, Inc. Agreement BUSINESS OF THE CITY COUNCIL i YAKIMA, WASHINGTON AGENDA STATEMENT Item No �� For meeting of September 21, 2010 ITEM TITLE A resolution authorizing execution of an Agreement with the Greater Yakima Chamber of Commerce, Inc SUBMITTED BY Cindy Epperson, Finance and Budget Department Michael A. Morales, Director, Community and Economic Development CONTACT PERSON /TELEPHONE Cindy Epperson, Financial Services Manager /576 -6644 SUMMARY EXPLANATION As part of the 2010 Budget process, the City Council provided budget authority for continuation of the City's relationship with the Greater Yakima Chamber of Commerce The attached resolution and Agreement formalize the Agreement for 2010 It details the terms and conditions the agency must provide to receive compensation under the contract. As described in the attached Agreement, the Chamber is committing to enhancing community economic development, citizen participation in the operation of the City government, and improving the quality of life in Yakima The 2010 budget includes $2,950 to support the City of Yakima though the Leadership Yakima program • Resolution X Ordinance Contract Greater Yakima Chamber of Commerce, Inc. Mail to (name and address) Dan Schenkein, President, CEO P.O. Box 1490, Yakima, WA 98907 Funding Source Intergovernmental Section of General Fund Budget APPROVED FOR SUBMITTAL City Manager STAFF RECOMMENDATION Adopt resolution BOARD /COMMISSION RECOMMENDATION City Council provided budget authority COUNCIL ACTION 410 • RESOLUTION NO R -2010- A RESOLUTION authorizing the City Manager to execute an Agreement with the Greater Yakima Chamber of Commerce, Inc for the purpose of fostering community economic development, citizen participation in City government, and improvement in the quality of life in Yakima WHEREAS, the City Council of the City of Yakima desires to foster community economic development, citizen participation in the operation of city government and improve the quality of life in Yakima, and WHEREAS, the City does not have the human resources to plan and implement beneficial community economic development projects and the City wishes to utilize the skill, experience, and expertise of the Greater Yakima Chamber of Commerce rather than attempt to perform the same services at greater expense, and WHEREAS, The Greater Yakima Chamber of Commerce staff possess valuable skills, experience and expertise in the development of programs to enhance community economic development, citizen participation in the operation of city government, and the quality of life in Yakima , and WHEREAS, the City Council has previously authorized agreements engaging the Greater Yakima Chamber of Commerce to develop programs to enhance community economic development, citizen participation in the operation of City government, and the improvement in the quality of life in Yakima, as described in the underlying Agreement; and WHEREAS, the City Council and the Greater Yakima Chamber of Commerce wish to continue the relationship that has existed by entering into an Agreement for one (1) additional year, commencing upon execution hereof by the parties and terminating at midnight, December 31, 2010, and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to engage the Greater Yakima Chamber of Commerce in accordance with the terms and conditions of the attached extension Agreement; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA. The City Manager and City Clerk are hereby authorized and directed to execute the attached and incorporated "Greater Yakima Chamber of Commerce, Inc Public Sector Professional Services Agreement with the City of Yakima, Washington" between the City of Yakima and the Greater Yakima Chamber of Commerce for the purpose of fostering community economic development, citizen participation in city government, and improvement of quality of life in Yakima 1 D BY E • ADOPTED B H CITY COUNCIL this 21st day of September, 2010 ATTEST Micah Cawley, Mayor City Clerk III ID 2 0 GREATER YAKIMA CHAMBER OF COMMERCE, INC 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 "City "), a Washington municipal corporation, and the GREATER YAKIMA CHAMBER OF COMMERCE, INC (hereinafter "Chamber "), a Washington non - profit corporation WHEREAS, the City Council of the City of Yakima desires to foster community economic development, citizen participation in the operation of city government, and the improvement of the quality of life in Yakima, and WHEREAS, the City wishes to utilize the skill, experience, and expertise of the Chamber rather than attempting to perform the same services at greater expense, and WHEREAS, the Greater Yakima Chamber of Commerce staff possesses valuable skills, experience and expertise in the development of programs to enhance community economic development, citizen participation in the operation of city government, and the quality of life in Yakima, and 0 WHEREAS, the City wishes to exercise authority granted under RCW 35.21 703 by c ontracting with the Chamber to foster community economic development; 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 Chamber as follows 1 SCOPE OF SERVICES The Chamber shall maintain a professional staff and shall provide professional services to the City and shall dedicate its best efforts for the express purpose of fostering community economic development, citizen participation in the operation of City government, and improving the quality of life in Yakima The Chamber's efforts under this Agreement shall conform to all applicable federal, state, and local laws, and to all standards of professional skill, competence, and care in the community economic development profession The Chamber shall use its best efforts and devote all necessary personnel to the projects undertaken on behalf of the City The Chamber's services to the City shall include, but not be limited to, planning and full implementation of a The "Leadership Yakima Program" which shall provide a minimum of twenty (20) participants per calendar year who have sufficient exposure to Yakima community affairs to make them desirable as appointees to City boards and commissions 2 DURATION OF CONTRACT This Agreement shall commence upon execution hereof by the parties and shall terminate on midnight, December 31, 2010, unless terminated sooner by either party in accordance with Section 16 of this Agreement. 0 3 C OMPENSATION, METHOD OF. PAYMENT, RRTN Chamber receive payment f or services as speci i n this Agre emen t in the EPO total amount The of Two Thousand shall and Nine Hundred Fifty Dollars ($2,950 00) per calendar year, which amount shall be paid to the 1 Chamber 30 days after submittal by the Chamber of a satisfactory report describing the Chamber's performance of the services that are the subject of this Agreement. The report shall detail the Chamber's work toward accomplishment of the above referenced activities and other actions taken by the Chamber to foster community economic development. Compensation and payments are expressly conditioned upon and subject to receiving authorization and approval during the City's yearly budget process 4 ESTABLISHMENT AND MAINTENANCE OF RECORDS The Chamber 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 Chamber and be 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. 5 AUDITS AND INSPECTIONS a The Chamber 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 Chamber 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 Chamber in the event an inspection of records is required c If the Chamber 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 6 REVIEW AND EVALUATION The Chamber agrees to cooperate with the City or its agent in the City's annual review and evaluation of the Chamber's performance under this Agreement and to make available all information reasonably required by any such evaluation process 7 INSURANCE. On or before the effective date of this Agreement, the Chamber shall provide the City with a certificate of insurance as proof of liability insurance in the amount of One Million Dollars ($1,000,000 00) that clearly states who the provider is, the amount of coverage, 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, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent) 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 If the City is damaged by the failure of the Chamber to maintain the above insurance or to so notify the City, then the Chamber shall bear all costs attributable thereto 2 0 8 INDEMNIFICATION The Chamber shall defend, indemnify, and hold harmless the City, its officers, elected officials, employees and agents from and against any and all claims, causes of action, damages, losses, and expenses of any kind or nature whatsoever, including but not limited to, attorney's fees and court costs, arising out of, relating to, or resulting from the Chamber's performance or non - performance of the services, duties and obligations required of it under this Agreement. 9 NONDISCRIMINATION During the performance of this Agreement, the Chamber 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. 10 PROHIBITED ACTS The Chamber shall use all consideration provided under this Agreement solely to pay for labor, equipment, materials, and overhead in its operations It shall not use such consideration as loans, grants, or gifts to public or private entities for any purpose whatsoever nor shall such consideration be used for the purpose of promotional hosting Violation of the provision of this Section shall be cause of immediate termination of this Agreement, notwithstanding any other provision contained herein, and the Chamber shall repay to the City any funds transferred in violation of this Section • 11 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 12 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 13 ASSIGNMENT This Agreement, or any interest herein, shall not be assigned or transferred in whole or in part by the Chamber 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 Chamber stated herein 14 NON - WAIVER. The waiver of either the City or the Chamber 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 15 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. 16 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 thirty (30) days 40 in advance of the termination In the event of termination, the amount of compensation shall be prorated monthly to the nearest full month of service 3 17 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. 18 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 R A. Zais, Jr City Manager 128 N 2 " St. Yakima, WA 98901 TO CHAMBER Dan Schenkein, President /CEO P O Box 1490 10 North 9 Street Yakima, WA 98907 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 19 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Washington 20 VENUE The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington 21 INDEPENDENT CONTRACTOR STATUS OF CHAMBER. The Chamber and the City understand and expressly agree that the Chamber is an independent contractor in the performance of each and every part of this Agreement. The Chamber, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. Additionally, and as an independent contractor, the Chamber and its employees 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 the Chamber or any officer, employee or agent of the Chamber and the City 22. TAXES AND ASSESSMENTS The Chamber 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, the Chamber shall pay the same before it becomes due CITY OF YAKIMA GREATER YAKIMA CHAMBER OF COMMERCE, INC 4 R A. ZAIS, JR Dan Schenkein City Manager President, CEO Date Date ATTEST City Clerk Date City Contract No Resolution No s 5