HomeMy WebLinkAboutR-2015-020 Downtown Beautification, Improvement and Promotion Agreement with Downtown Association of YakimaRESOLUTION NO. R-2015-020
A RESOLUTION approving and authorizing the City manager to execute and
administer an agreement between the City of Yakima and
Downtown Association of Yakima for beautification, improvement
and promotion of downtown City of Yakima.
WHEREAS, the Downtown Association of Yakima is a nonprofit corporation duly
formed and existing under the laws of the State of Washington, and is qualified and
certified to administer programs benefitting the City of Yakima under the Main Street
Program; and
WHEREAS, the City desires to retain the services of the Downtown Association of
Yakima to provide services, programs and administrative support to improve downtown
Yakima, promote economic development, promote beautification of the City, and to
promote tourism and recreational opportunities within the City and downtown Yakima; and
WHEREAS, under the Main Street Tax Credit Program authorized pursuant to
Chapter 82.73 RCW, the City may be eligible to receive certain tax credits upon approval
by the Washington State Department of Revenue for amounts paid to a qualifying Main
Street Program provider; and
WHEREAS, the City desires to enter into an agreement with Downtown
Association of Yakima to provide for these services; and
WHEREAS, the City Council finds and determines that approval of such
agreement is in the best interests of residents of the City of Yakima, and will promote
economic development and the general health, safety and welfare; therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
Section 1. The "Yakima Downtown Development and Promotion Agreement"
attached hereto as Exhibit "A" and incorporated herein by this reference, is hereby
approved.
Section 2. The City Manager is hereby authorized to execute and administer
such Agreement for and on behalf of the City of Yakima; now, therefore
ADOPTED BY THE CITY COUNCIL this 3rd day of February, 2015.
ATTEST:
(OA (
Sonya,laar Tee, City Clerk
/121
,*:
--
;._'_ �. v
Micah Cawle, , Mayor
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,
Washington, a 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
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 City.
D. In accordance with RCW 82.73 that governs the Main Street Program, the
City will be eligible to receive a credit on its 2016 Public Utility Tax liability of up to 75%
of the total paid to the Association in 2015, 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 City in accordance with the terms and
conditions of this Agreement.
II. Agreement
1
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 shall pay the Association an
Administration Fee. The amount of the Administration Fee shall be (a) up to $40,000.00
to acquire flowers and related materials to perform and administer the City's downtown
street flower basket program for year 2015; and (b) subject to the contingency stated
below, up to One Hundred Thousand Dollars ($100,000.00) for performance and
administration of the programs described in Section 3 below.
The City's obligation to pay up to $100,000.00 as described in subsection (b) above is
contingent and conditioned upon the Washington State Department of Revenue's prior
approval of, and the City's eligibility to receive, the "Main Street Tax Credit" authorized
pursuant to Chapter 82.73 RCW.
Upon approval of this Agreement, the City shall remit and pay to Association amounts
necessary to perform and administer the downtown street flower basket program, up to
$40,000 for year 2015. The Association shall make written requests for payments from
the $40,000, supported by copies of invoices and/or purchase orders as deemed
necessary or appropriate by the City.
When the City is deemed eligible to receive tax credits pursuant to the Main Street Tax
Credit Program pursuant to Chapter 82.73 RCW, proceeds from the $100,000 described
in subsection (b) above are payable to Association upon City's approval of a specific
Action Plan submitted by Association detailing Association's scope of work and proposed
budget for such work, as set forth below in Section 4. Payment may be in equal monthly
or quarterly installments, supported by copies of invoices, purchase orders and/or
description of services performed as deemed necessary or appropriate by City, or in lump
sum conditioned upon Association's performance of the City -approved Action Plan. In
the event Association incurs any fiscal obligation within the scope of services of this
Agreement that requires payment of more than the monthly allocation, Association may
make request for payment of such additional amount. If such additional payment is
approved by the City's Director of Budget and Finance, the funds remaining from the
original appropriation shall be disbursed in equal monthly payments to Association. In
the event that the Agreement is terminated prior to expiration of the one-year term of this
Agreement, the Association shall be compensated on a pro -rata basis for work performed
through the termination date.
2
2. Term of Agreement. This Agreement shall commence January 1, 2015
following full execution by the parties and shall terminate at midnight, December 31, 2015.
3. Scope of Services. The Association shall use the funds received from the City
to promote beautification of the City's downtown, economic development opportunities
within the City's downtown; to promote the availability of recreational activities and
opportunities within the City's downtown; to promote tourism within the City's downtown;
and to provide for 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 and economic development, including but
not limited to advertising, publicizing, or otherwise distributing information for the purpose
of attracting and welcoming tourists, promoting recreational opportunities and major
sporting and entertainment events within the City's downtown, 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 such 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 as set forth in Section 4 below may include the
following:
• 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
• New events and programming created by DAY group
• Year-round downtown promotional media campaign
• New Christmas decorations — a phase out of 30 year old downtown Christmas
decorations
• Safety program — a 50/50 match program for business to buy security camera
systems for their businesses
• Training and travel fees for Washington State Main Street program annual
conference and quarterly meetings
• Discretionary budget for Main Street four committee work plan implementation
4. Association's Action Plan and Proposed Budget. The Association shall
prepare and provide to City a written Action Plan and proposed budget on or before March
1, 2015 listing and describing the Association's plans, programs and timelines to provide
3
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.
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.
4
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 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.
5
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 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.
6
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.
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:
Tony O'Rourke, City Manager
City of Yakima
129 North 2nd Street
Yakima, Washington 98901
To the Association: John Baule, Registered Agent
Downtown Association of Yakima
2105 Tieton Drive
Yakima, Washington 98902
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 , AKIMA DOWNTOWN ASSOCIATION OF
WASHINGTON
By:
By:
Tony O'Rourk:. , City Manager Victor 'elong, President
Dater . L 2015 B `"P/ / �~
Nandy-Rayner, Tre� surer
ATTEST:
0/2001
Sonya Clr Tee, City Clet { 1 r 1
wz' s h *
! .-'' 1
Date:
CITY CONTRACT NCIv`". P
RESOLUTION NO:
8
, 2015
ITEM TITLE:
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 7.
For Meeting of: February 03, 2015
Resolution authorizing an agreement between the City of
Yakima and Downtown Association of Yakima for
beautification, improvement and promotion of downtown
Yakima
SUBMITTED BY: Sean Hawkins, Economic Development Manager, 575-6274
SUMMARY EXPLANATION:
The Downtown Association of Yakima (DAY) became a certified Washington State Main Street
program in January 2015. As part of the certification, DAY is eligible for tax credits to support
the programs in its annual work plan. The City of Yakima pays $500,000 in annual Public Utility
Tax to the State of Washington. This resolution allows us to move the funds we regularly spend
on flower baskets in downtown to the DAY group along with $100,000 for programming which
would then trigger a $100,000 tax credit for the City's 2016 Public Utility Tax obligation to the
State of Washington.
Resolution: X
Other (Specify):
Contract X
Start Date: 01/01/2015
Item Budgeted:
Funding Source/Fiscal Impact:
Strategic Priority:
Insurance Required? No
Mail to:
Phone:
APPROVED FOR
SUBMITTAL:
Ordinance:
Contract Tenn: One year
End Date: 12/31/2015
Amount: $100,000
Tax credit of Public Utility Tax from State of
Washington. The City of Yakima pays$500,000 per
year in Public Utility Tax.
Economic Development
City Manager
RECOMMENDATION:
The Council Economic Development Committee (Cawley, Coffey, Dittmar) recommended this
resolution be forwarded to the entire Yakima City Council
ATTACHMENTS:
Description
o Resolution Dovintovui Yakima
❑ Agreement Dovuitovui Association
Upload Date
Type
Cover Memo
Cover Memo