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HomeMy WebLinkAbout02/07/2017 11 Downtown Development and Promotion Services Agreement with the Downtown Association of YakimaBUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDASTATEMENT Item No. 11. For Meeting of: February 7, 2017 ITEM TITLE: Resolution authorizing an agreement with the Downtown Association of Yakima for Downtown Development and 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 responsibility for managing downtown related activities currently performed by City of Yakima Economic Development staff to the 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 management, volunteer recruitment, and fagade 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 allow the City to apply for funding through the Washington State Main Street Tax Credit program for 2018-2020 on behalf of the Downtown Association of Yakima. If the City's full request is granted, the City would receive an annual maximum tax credit of $100,000 towards the City's state utility tax obligation. This program allows the City to provide up to $100,000 annually to the Downtown Association of Yakima rather than sending the tax dollars to Olympia. To achieve a full tax credit request, the City would obligate $133,333 towards the Downtown Association of Yakima. This agreement would ensure the "net" cost of the program (a maximum of $33,333) would be refunded back to the City within two weeks of providing the funding to the Downtown Association resulting in no cost for the City to provide these funds for downtown activities. ITEM BUDGETED: STRATEGIC PRIORITY: Yes Economic Development APPROVED FOR SUBMITTAL: ~City Manager cl*� 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 Type D Docron Partnership Proposal 12130/2016 Cover Memo D DAY Economic Development Agreement Resoution 2/1/2017 Go Memo D Economic Development Agreement 2/1/2017 Cover Mem 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 Distributed at the Jk , I Meeting 2'7'i 1 BOARD OF MISSION STATEMENT I DIRECTORS DAY is a private, nonprofit organization DOWNTOWN I President committed to the preservation, development, „ A I F Lma:i a: i ON A F Victor De Long marketing and promotion of Downtown Yakima u r II ti ; A De Long Law Office, PLLC through focused efforts to build and maintain , a + - 16 public and private partnerships that will foster ' ' n n ,, 1 - ,,e+C�;,. 4 Vice President . 5 -stR Ro er Wilson financial and creative investments in our future i j j ,,,; _, Wilson Properties while embracing and celebrating our history _'.~`... ; l I I I L1 I� ' .'1 Secretary VISION STATEMENT 1 :, Rhonda Ostriem Gress-Kinney-Parrish Insurance Our vision of Downtown Yakima is of a _ unique, vital and vibrant district- a safe, +r Co-Treasurers • clean, walkable neighborhood that invites one ` " John Baule to linger We envision a district that continues Yakima Valley Museum ar•lII . to draw investments both financial and -� f Nancy Rayner creative by becoming the premier gathering Downtown Property Owner ?�'1 T P Y space in Eastern Washington We see a lively • _ 'J �. . � O R and energetic mix of art,fine and casual Board Members �� � , € jt` L. Joe Mann (at large) dining, commerce and residential spaces thatli, t A N Ron's Coin and Book draw local and regional visitors year-round -- - to experience our unique combination of r Larry Hull historic buildings, strong and diverse culturali , •+ Megalodon LLC • heritage, and frequent special events Our The Downtown Association of Steve Weise agricultural legacy is unequalled anywhere in r- Yakima (DAY), established in 2015, Leading Force Energy and the world and is represented in our downtown Design Center not only by our Farmers Market, but also by 4 a is a nonprofit group dedicated to Joe Hudon the fine wineries and craft breweries that : ` wt the revitalization of downtown As a Washington State certified Main Yakima Herald-Republic make Downtown Yakima their home and g Michelle Smith attract guests to literally enjoy the fruits of Street Community, DAY is nationally their labors We envision our downtown as an ?. _ accredited through the Main Street WorkSource Yakima ' - , ,- 4", K invigorating area that bursts with color, with America' program and follows a public art, with live music and theater,that �- R proven 4-point approach with the goal PO Box 1549 charms and wows our visitors and draws them 'If t 7, of strengthening the revitalization and Yakima, WA 98907 in again and again, and reminds them each .\ , I *IN, z 4: health of our urban core yakimadowntown(dgmail.com �.. (509) 576-6772 time that Downtown Yakima is an exciting , place to work,to play, and to live. ' I. DOWNTOWNYAKIMA.COM I DOWNTOWN, ±... ASSOCIA ON .OF 1,250 PROVIDED .. SIX MAJOR IMPROVEMENT INCREASED 0 VOLUNTEER BY OVER 100 PROJECTS WITH OVER FACEBOOK LIKES �� HOURS VOLUNTEERS ' " Posted 156 times in 2016 $70,000 IN INVESTMENT promoting new businesses- and downtown events • VI ,E. 1 ii _ JANUARY SALES TAX GROWTH 2012- $266,404 � , ="� 3,710 Downtown sales tax growth 2013-$294,663 ;1`,..:,,.„...:.r,_� �� �„�," DECEMBER Iih continues to rise In the last 5 .• ,,, ,,,r7• 5,578 years,sales tax has grown by nearly . 2014- $336,609 ; �*`w `" �"` 60%for single business locations in 2015- $376,891 • downtown as reported by the City of Yakima Finance Department 2016- $423,935 op .•I Printed/dispersed ••• 5,000+ downtown event pocket calendars Flower Car Charging Holiday Lighting IN 2016Baskets Stations Improvements Held 12 monthly public 6 $24,000 $4,000 $20,000 © business meetings ja'1 Er61 NEW .,gip, Sent out 11 BUSINESS ' = �, - Light up the 2 Facade Improvement ® e-newsletters LICENSES 4 - � , ':'., t Larson Building Grants Awarded _ ` r Published 21 bio CREATING OVER - or i 4" a t y;.<<�, ` $10,000 $12,000 OP s g 60 JOBS 1 PERMITS $70,000 2016 ISSUED EVENT ATTENDANCE Design/Appearance TOTALING Enhancements INCOME Yakima Roots&Vines Festival 2,000 + $2,261,884 Yakima Blues and Brews Bash 2,000 $29,623 PRIVATE INVESTMENT Fundraising and I.— Fundraising/ +$56,000 4 Cruise the Ave Nights 4,000 2016 Public Relations $92779 Revenue PUBLIC INVESTMENT La Casa Hogar Back to School Fiesta 1,000 EXPENSES $10,000 • Playdate FallFest 1,500 Administration AWARDS Dia de Los Muertos Chalk Art Festival 40019 411P $5,500 B&O and Utility 40kBusiness Support Tax Credits Received National Craft Beverage Walk 750 Main Street Accreditation Light Up the Larson Building 250 EVENTS and Education $101,402.33 2016 Washington Light Up the Plaza 300 WITH OVER $78,683 Main Street Economic 18 �00 Downtown Promotions Vitality Award Holiday Lighted Parade 5,000 ' and Events Thai House Facade Project 6 Days of Wagon Rides 1,500 ATTENDEES 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 RESOLUTION NO. R -2017- A RESOLUTION authorizing an agreement with the Downtown Association of Yakima for Downtown Development and 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, in accordance with RCW 82.73 that governs the Main Street Program, the City will be eligible to receive a credit on its 2018-2020 Public Utility Tax liability of up to 75% of the total paid to the Association in 2018-2020, currently capped at $100,000; 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 Downtown Development and 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. ADOPTED BY THE CITY COUNCIL this day of '2017. ATTEST: Kathy Coffey, Mayor Sonya Claar Tee, City Clerk 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 the "Agreement") is executed by and between the City of Yakima, a Washington municipal corporation (hereinafter the "City") and Downtown Association of Yakima, a Washington nonprofit corporation (hereinafter the "Association"). I. Recitals A. The City has a deep and abiding interest in the maintenance, beautification, promotion and preservation of the City's Downtown Core. 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. C. The City desires to contract with the Association for the development and promotion of economic development, beautification, tourism and recreational activities, opportunities and programs within the Downtown District. D. In accordance with RCW 82.73 that governs the Main Street Program, the City will be eligible to receive a credit on its 2018-2020 Public Utility Tax liability of up to 75% of the total paid to the Association in 2018-2020, currently capped at $100,000. E. 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 to administer a Main Street Program benefitting residents of the City and the City's downtown. F. The parties agree that Association 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. 1 II. Agreement WHEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the City and the Association agree as follows: 1. Payment of Funds by City. In compensation for the services provided by the Association under this Agreement, the City agrees to 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 the Association for the scope of work addressed in Section 3 of this agreement. In exchange for applying for this funding, the Association agrees to reimburse the City for the "net" cost to the City of Yakima for obtaining the tax credit, in accordance with the specific terms set forth below. The reimbursement of funds would be made in three payments upon approval of the Association's Action Plan addressed in section 4 of this agreement. 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, the Association shall be compensated on a pro -rata basis for work performed through the termination date, less any unpaid balance of the reimbursement value. 2. Term of Agreement. This Agreement shall commence January 11, 2017 following full execution by the parties and shall terminate at midnight, December 31, 2020. During this time period, it is understood that the City will apply for the full amount of funding permitted by statute from the Main Street Tax Credit program pursuant to Chapter 82.73 RCW. During the term of this agreement, the Association will reserve one board seat for a representative from the City's Economic Development Department and maintain an ex -officio role for a Yakima City Council member appointed from the City's Council Economic Development Committee. 3. Scope of Services. The Association shall use the funds received from the City to promote 1) beautification of the City's downtown; 2) economic development opportunities within the City's downtown; 3) the availability of recreational activities and opportunities within the City's downtown; 4) tourism within the City's downtown; and 5) the administration of such activities. 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, z 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 Association's costs incurred from managing and administering such activities. By way of illustration, the programs and services to be provided by the Association and included in the Association's Action Plan, identified in Section 4 below, may include the following: • Provide paid leadership to implement the work plan and the four point Main Street approach to Downtown Revitalization • Upgrades to Downtownyakima.com or successor Association web site • Christmas promotions including producing the Light Up the Plaza event, free carriage rides, merchants open houses and advertising • Development and publishing of new downtown promotional brochures and pocket calendar guides • New events and programming created by DAY group including management of Downtown Summer Nights, Yakima Roots and Vines Festival and Downtown Yakima Blues and Local Brews Festival • Year-round downtown promotional media campaign • Continue new Christmas decorations — a phase out of 30 year old downtown Christmas decorations • Training and travel fees for Washington State Main Street program annual conference and quarterly meetings • Discretionary budget for Main Street committee work plan implementation • The Downtown Association of Yakima will coordinate and purchase the flower baskets for the downtown district 4. Association's Action Plan and Proposed Budget. The Association shall prepare and provide to City a written Action Plan and proposed budget for contract year 2018 by January 31, 2018, and thereafter on or before March 1, of the following year of the agreement, listing and describing the Association's plans, programs and timelines to provide the services described in Section 3 above. Association will consult with City in the preparation of such Action Plan, and City reserves the right to require modifications of such Action Plan if the City determines that such modifications are reasonably necessary to accomplish the purposes of this Agreement. 3 5. Termination of Agreement. 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 Association except for those funds necessary to defray costs of any contracts with third parties entered into by Association 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 5, Association shall use best efforts to terminate any contract for the sole benefit of City entered into by Association for the sole benefit of City unless otherwise directed in writing by City. 6. Property and Equipment. The parties do not intend to purchase property and equipment with the proceeds paid to Association pursuant to this Agreement. Unless otherwise agreed, any property and equipment purchased by Association shall remain the property of Association. 7. Records and Accounts. The Association 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 of the Washington State Auditor. The Association shall make such books, accounts, records, documents and other materials 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. The Association shall preserve and make available all books, accounts, records, documents and other materials for a period of at least three (3) years after termination of Agreement. 8. Insurance. It is understood the City does not maintain liability insurance for the Association and/or its officers, employees, agents and/or subcontractors. 9. Hold Harmless. a. The Association agrees to protect, defend, indemnify, and hold harmless the City and 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 attorneys' fees and disbursements) caused by or occurring by reason of any negligent act and/or omission of the 4 Association, its officers, employees, agents, and/or subcontractors, arising out of or in connection with duties, obligations, and services required of the Association under this Agreement. b. In the event that both the Association and the City are negligent, the Association's liability for indemnification of the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liabilities, damages, judgments, costs and expenses (including reasonable attorneys' fees) that can be apportioned to the Association, its officers, employees, agents and/or subcontractors. C. Nothing contained in this Section or this Agreement shall be construed to vest a right of defense and/or indemnification in any third party. d. The provisions of this Section or this Agreement shall survive the termination or expiration of this Agreement. 10. Independent Contractor. In performing this Agreement, the Association is an independent contractor, not subject to control or direction from the City except for such oversight as is herein described and set forth by City ordinance. The Association 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. The Association and its officers, employees, agents, subcontractors and volunteers shall make no claim of City employment nor shall claim against the City any related employment benefits, social security and/or retirement benefits. 11. Taxes and Assessments. The Association shall be solely responsible for compensating its officers, employees, agents and/or subcontractors 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 or in connection with the duties, obligations and services required of the Association under this Agreement, the Association shall pay the same before it becomes due. 12. Nondiscrimination. During the performance of this Agreement, the Association 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 5 termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. Association agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. 13. The Americans with Disabilities Act. The Association shall comply with the Americans with Disabilities Act of 1990, 42 U.S.0 §§ 12101 et seq.("ADA") and its implementing regulations and Washington state's anti -discrimination law as set forth in Chapter 49.60 RCW ("WLAD") and its implementing regulations, with regard to the provision of services under this Agreement. The ADA and the 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. 14. Compliance with Law. The Association 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. 15. Assignment. This Agreement, or any interest therein, or claim hereunder, shall not be assigned or transferred in whole or in part by the Association 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 Association as stated herein. 16. 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. 11 17. 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. 18. 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: Cliff Moore, City Manager City of Yakima 129 North 2nd Street Yakima, Washington 98901 To the Association: John Baule, Registered Agent Downtown Association of Yakima P.O. Box 1549 Yakima, Washington 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. 19. 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. 20. Integration and Supersession. 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. There are no terms, conditions, or agreements with respect thereto except as herein provided, and no amendment or modification of this Agreement shall be effective unless reduced to writing and executed by the parties. 21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 22. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 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 Cliff Moore, City Manager Date: ATTEST: By: Sonya Claar Tee, City Clerk , 2017 E� DOWNTOWN ASSOCIATION OF YAKIMA In in Victor Delong, President John Baule, Treasurer Date: , 2017