HomeMy WebLinkAboutR-2010-109 Greater Yakima Chamber of Commerce, Inc. AgreementRESOLUTION NO. R-2010-109
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.
ADOPTED BY THE CITY COUNCIL this 21st day of September, 2010.
ATTEST:
1
Micah Cawley, May
( -200-169
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
WHEREAS, the City wishes to exercise authority granted under RCW 35.21.703 by
contracting 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.
3. COMPENSATION, METHOD OF PAYMENT, REPORTING. The Chamber shall receive
payment for services as specified in this Agreement in the total amount of Two Thousand and
Nine Hundred Fifty Dollars ($2,950.00) per calendar year, which amount shall be paid to the
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 -VH 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.
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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
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.
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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:
TO CHAMBER:
R. A. Zais, Jr. City Manager
128 N. 2nd St.
Yakima, WA 98901
Dan Schenkein, President/CEO
P.O. Box 1490
10 North 9th 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.
City Manager
Date:
ATTEST
City Clerk
Date:
City Contract No.: 7-46/()---9/
D/l) -g/
Resolution No.:
5
Dan Schenkein
President, CEO
Date:
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No n` IDA
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