HomeMy WebLinkAbout12/02/2008 16 CDY Agreement Amendment; MOU with CDY; CDY Ambassador Services; Appropration Ordinance 1st Reading III BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. ,C°
For Meeting of: December 2, 2008
ITEM TITLE: Consideration of Legislation regarding Downtown Yakima Business Improvement
District (DYBID) that includes: (1) Resolution authorizing City Manager to: (a) Execute
a Third Amendment to Agreement for Professional Services with the Committee for
Downtown Yakima (CDY); (b) Sign a Memorandum of Understanding Between the
City and. CDY; and (c) Execute an Agreement for CDY Ambassador Services; and (2)
Conduct the First Reading of an Appropriation Ordinance for Disbursement of 2008
4 Quarter Downtown Yakima Business Improvement District (DYBID) Assessment
Revenues to CDY.
SUBMITTED BY: Chris Waarvick, Director of Public Works
CONTACT PERSON/TELEPHONE: Chris Waarvick, Director of Public Works 576 -6411
Jeff Cutter, Sr. Assistant City Attorney 575 -6030
Cindy Epperson, Deputy Finance Director 576 -6644
4,
Sean Hawkins, CDY 225 -2485
4110 SUMMARY EXPLANATION: The attached resolution, upon your approval, authorizes the enactment of
legislation necessary for the Committee for Downtown Yakima (CDY) to continue its work in the newly
formed Downtown Yakima Business Improvement District (DYBID) and access the new revenues from
the DYBID assessments into the future. The appropriation ordinance amends the 2008 Budget to
provide budgetary authority for the City to pay CDY for services rendered.
(Continued on next page.)
Resolution 1 Ordinance 1 Agreement 3 Other (Specify) Third Amendment to Agreement; MOU,
Attachments; & Ambassador Services Agreement
Mail to (name and address):
Funding Source DYBID Asses is and Parking Lot Revenues
APPROVED FOR SUBMITTAL: y �, City Manager
STAFF RECOMMENDATION: Staff respectfully requests that Council: (1) adopt the Resolution
authorizing City Manager to Execute a Third Amendment to Agreement for Professional Services with
the Committee for Downtown Yakima (CDY), Sign a Memorandum of Understanding Between the City
and CDY, and Execute an Agreement for CDY Ambassador Services; and (2) read by title only at the
December 2, 2008 Business meeting the appropriation ordinance for Disbursement of 2008 4th
Quarter Downtown Yakima Business Improvement District (DYBID) Assessment Revenues to CDY
and pass the appropriation ordinance after Second Reading at the December 9, 2008 Business
meeting.
• BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
CDY Downtown Maintenance
December 2, 2008
Page 2 •
The services CDY are providing include, but are not limited to, maintenance of landscaping, sidewalk
cleaning, graffiti abatement, way- finding and safety ambassador assistance, business development
assistance and overall management and leadership of downtown improvement efforts within the
scope of the agreements and the purposes of the DYBID.
The "Third Amendment" refers to an allotment of $50,000 which is topic of a 2009 Budgeted Policy
Issue to be acted on by Council the previous day (12/1/08). The outcome of that vote, if in the
affirmative, provides for CDY's request from the City for a cash contribution to the downtown program.
Streets and Parks continue to provide for budgetary contributions through payment of irrigation and
electricity consumption. The "Memorandum of Understanding" further defines the obligations between
the City and CDY for maintenance tasks. The "Agreement for Downtown Ambassador Services"
defines the obligations between the parties for the following types of activities: Safety Ambassadors,
Concierge/Way- Finding Assistance, and. Public Safety Notification of any relevant downtown issues.
It is our intent in 2009 to consolidate these three pieces of legislation into one document for ease of
handling in the future. The time simply did not allow for that consolidation to occur now.
r
• RESOLUTION NO. R -2008-
A RESOLUTION authorizing and directing the City Manager to (1) execute Third
Amendment to CDY Agreement for Professional Services; (2) sign
Memorandum of Understanding Between the City of Yakima and
Committee for Downtown Yakima; and (3) execute Agreement for
Downtown Ambassador Services for the City of Yakima.
WHEREAS, the City of Yakima has a deep and abiding interest in the maintenance,
beautification, safety and preservation of the City's Downtown Core; and 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, the City of Yakima does not have sufficient funds dedicated within its
budget, nor sufficient City staff to adequately maintain the plants, sidewalks and parking
areas within the City's Business Core, or to provide safety patrols therein; and
WHEREAS, on May 5, 2005 the City of Yakima entered into an Agreement with
CDY (Committee for Downtown Yakima, a Washington non - profit corporation) whereby
CDY would provide the City with professional assistance necessary for the revitalization of
the City downtown area, including the Central Business District; and
• WHEREAS, both the City of Yakima and CDY have a common interest in protecting,
promoting and maintaining the Downtown Yakima Business Improvement District (DYBID)
as an attractive, safe and enjoyable place for public enjoyment; and
WHEREAS, CDY has the resources, the expertise and the opportunity to provide
maintenance and safety management and administration that is necessary to keep the
City's Downtown Yakima Business Improvement District (DYBID) attractive, clean and safe,
and is willing to enter into the Third Amendment to a Professional Services Agreement with
the City to carry out those objectives and as defined in the Memorandum of Understanding;
and
WHEREAS, the Yakima City Council believes it to be in the best interests of the
City, the Yakima Central Business District as defined herein, and the citizens of Yakima to
utilize the expertise of CDY to provide ambassador services in downtown Yakima and to
contract for the services and materials necessary to maintain the City's Downtown Yakima
Business Improvement District (DYBID) and to manage and carry out the duties and
responsibilities set forth in the attached and incorporated Agreement For Downtown
Ambassador Services for City of Yakima; and
WHEREAS, representatives from both the City of Yakima and CDY have met to
discuss promotional and maintenance standards within the Central Business District and
identify ways of accomplishing their mutual objectives; both entities have committed to
work toward the achievement of those objectives and have formalized their agreements in
the attached and incorporated documents that include: (1) Third Amendment to CDY
Agreement for Professional Services; (2) Memorandum of Understanding Between the City
® of Yakima and Committee for Downtown Yakima; and (3) Agreement for Downtown
Ambassador Services for the City of Yakima, NOW, THEREFORE,
Reso CDY-Profess Se,v Amax 3-MOU- Ambass Svcs 08 (2Yms 1
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to execute the
attached and incorporated (1) Third Amendment to CDY Agreement for Professional
Services; (2) Memorandum of Understanding Between the City of Yakima and Committee
for Downtown Yakima; and (3) the Agreement for Downtown Ambassador Services for the
City of Yakima, to provide the City with professional administration and management for
the maintenance and safety of the Downtown Yakima Business Improvement District.
ADOPTED BY THE CITY COUNCIL this 2 " day of December, 2008.
David Edler, Mayor
ATTEST:
•
City Clerk
•
Reso CDY - Profess Sery Amend 3-MOU- Ambass Svcs 08 (2)/ms i1
• ORDINANCE NO. 2008
AN ORDINANCE amending the 2008 budget for the City of Yakima; and making an
appropriation of $22,000 within the 161 – Downtown Yakima
Business Improvement District Fund for expenditure during 2008 to
provide for ongoing maintenance in and improvement of downtown
Yakima.
WHEREAS, the amount of $22,000 must be appropriated within the 161 – Downtown
Yakima Business Improvement District (DYBID) Fund for expenditure during 2008 to provide for
ongoing maintenance in and improvement of downtown Yakima, and
WHEREAS, at the time of the adoption of the 2008 budget it could not reasonably have
been foreseen that the appropriation provided for by this ordinance would be required; and the
City Council declares that an emergency exists of the type contemplated by RCW 35.33.091
and that it is in the best interests of the City to make the appropriation herein provided, now,
therefore,
BE IT ORDAINED BY THE CITY OF YAKIMA:
Section 1: The amount of $22,000 is hereby appropriated from the Unappropriated
• Fund Balance in the 161 – Downtown Yakima Business Improvement District Fund to the
following accounts as a 2008 appropriation:
Resources:
DYBID Operating Assessments --161-161-320-0000-36850-CAA--$22,000
Expenditures:
Professional Services — Committee for Downtown Yakima (CDY) --
161- 161 - 320 -0000- 55910 -410 -- $22,000
Section 2: This ordinance is one making an appropriation and shall take effect
immediately upon its passage, approval and publication as provided by law and by the City
Charter.
PASSED BY THE CITY COUNCIL, signed and approved this day of
December, 2008.
DAVID EDLER, MAYOR
ATTEST:
CITY CLERK
ID First Reading:
Publication Date:
Effective Date:
Cje CDY PBIA Approp Ord 08 11/26/2008
• MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF YAKIMA AND COMMITTEE FOR DOWNTOWN YAKIMA
This Memorandum of Understanding (the "Memorandum") is entered into by and
between the City of Yakima, Washington, a Washington municipal corporation and the
Committee for Downtown Yakima (hereinafter "CDY"), a Washington non - profit
corporation, for the purpose of providing for (1) the maintenance of the, shrubs, plants,
planter areas, and sidewalks within the City's Downtown Yakima Business Improvement
District (DYBID); and (2) citizen assistance and Bicycle Patrol activities in the Central
Business District
RECITALS
WHEREAS, the City of Yakima has a deep and abiding interest in the
maintenance, beautification and preservation of the City's Downtown Core; and
WHEREAS, the City of Yakima 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, the City of Yakima does not have sufficient funds dedicated within
its budget, nor sufficient City staff to adequately maintain the plants, sidewalks and
parking areas within the City's Business Core; and
WHEREAS, on May 5, 2005 the City of Yakima entered into an Agreement
whereby CDY would provide the City with professional assistance necessary for the
revitalization of the City downtown area, including the Central Business District; and
WHEREAS, both the City of Yakima and CDY have a common interest in
protecting, promoting and maintaining the Downtown Yakima Business Improvement
District (DYBID) as an attractive, safe and enjoyable place for public enjoyment; and
WHEREAS, CDY has the resources, the expertise and the opportunity to provide
maintenance and safety management that is necessary to keep the City's Downtown
Yakima Business Improvement District (DYBID) attractive, dean and safe, and is willing
to enter into an agreement with the City to carry out those objectives; and
WHEREAS, representatives from both the City of Yakima and CDY have met to
discuss promotional and maintenance standards within the Downtown Yakima Business
Improvement District (DYBID) and identify ways of accomplishing their mutual
objectives; both entities have committed to work toward the achievement of those
objectives.
NOW THEREFORE, based on the foregoing Recitals, the City of Yakima and
CDY agree as follows:
• A. CDY shall provide for maintenance and care for, shrubs, plants and planter
areas, removal of litter, flower planting, manual plant watering, plant fertilization
and weed removal within the area of the City identified as Yakima Parking and
Memorandum of Understanding-CDY 1
Maintenance Agreement
Business Improvement Area No. 1, subsequently enlarged and renamed and
presently known as the Downtown Yakima Business Improvement District
(DYBID) (specifically described in its expanded form by Ordinance 2007 -15,
approved by City Council on April 3, 2007 and referenced in this MOU as the City
of Yakima Central Business District (hereinafter "Central Business District ").
References within this Memorandum of Understanding to the PBIA shall be
intended to be synonymous with the DYBID. Other areas also included in this
Memorandum of Understanding are the Millennium Plaza and the Park located at
the comer of South 2n Street and Yakima Avenue. Specific provisions of this
Memorandum of Understanding shall include:
1. Litter removal from the Central Business District daily, Monday through
Friday inclusive, from all, alleyways, sidewalks and street gutters.
2. From April 1 through October 15 each year lawn areas at the South
2" Street Park, Millennium Plaza, the four small lawn areas on the
west side of South 4 Street, and the planting beds and islands within
the Central Business District shall be irrigated daily. The trees along
Yakima Avenue from 1 Street to 9 Street shall be irrigated by
operation of the irrigation timers for that area.
3. On a regularly monthly basis weed control shall be provided for
planting beds, islands, tree wells, flowerpots and sidewalk cracks.
4. On a weekly basis lawn areas described in paragraph 2 above shall •
each be mowed, trimmed and sidewalk areas adjacent to same
cleaned of cuttings and debris.
5. Each year annual plants and flowers shall be provided in the planting
areas, pots, and hanging baskets within the Central Business District
area to create an attractive eye - appealing environment. The quantity
and location of annual plants and flowers will be determined by the
resources available.
6. The lawn areas described in paragraph 2, above, shall each be
fertilized no less than two times per year.
7. During the fall, dead vegetation and leaves shall be removed from the
planting areas, Millennium Plaza and the park area within the Central
Business District and planting pots emptied of dead vegetation to
maintain an orderly appearance through the winter.
8. During the winter months snow and ice shall be removed from
walkways around the parking lots and from each pedestrian comer
within the Central Business District. Snow removal shall be initiated
whenever an accumulation of two or more inches of snow occurs, and
shall include ice control on the stated areas, as necessary, to provide
safe footing.
9. Sidewalks shall be swept weekly throughout the year, with pressure- •
washing where required to maintain a clean appearance. _ Sidewalks
Memorandum of Understanding -CDY 2
Maintenance Agreement
• shall also be cleaned within twenty four (24) hours of the conclusion of
downtown public events, including but not limited to the basketball
toumament, vehicle cruise nights, Farmer's Market, and parades. The
CDY and the City will develop an event permit process that includes a
clean up deposit for major events.
10. The sidewalk trash receptacles within the Central Business Distract, as
defined in this Memorandum of Understanding, shall be emptied
weekly, at a minimum, to avoid spillover. The City will provide trash
bags and free dumpster space to dispose of the trash.
11. The City of Yakima and CDY are committed to actively pursue the
items specified within this Memorandum of Understanding toward the
increased vitality of the Yakima Central Business District. The parties
agree that the general basis for the terms of services set forth in this
Memorandum of Understanding are identified within Exhibit "A ",
attached hereto and incorporated herein by this reference.
12. The City will retain responsibility for repair and replacement of all
landscape infrastructure. Including, but not limited to pots, planters,
hanging baskets and irrigation systems.
B. CDY shall provide for its "Safety Ambassador" program as described in the
attached Exhibit "A".
• C. The City of Yakima and CDY further agree that for work and services provided
tY 9 P
under this Memorandum of Understanding that require formal bidding prior to
contracting, the City shall be responsible for announcing the scope of work to be
bid upon, based upon specific and complete RFP statements provided to the City
by CDY, and to conduct the bidding process to the point of the selection of the
successful bidder. CDY shall then contract with the successful bidder to perform
the particular scope of work or service bid upon, subject to the agreements
contained herein between the City and CDY. CDY shall also manage and
oversee the provision of work and/or services to be provided by the contractor.
The City of Yakima and CDY acknowledge that work and services provided
under the contracts envisioned within this Memorandum of Understanding shall
be subject to the public bidding process in every case where public and/or PBIA
funds are being expended by the City toward the execution of the work or
services provided by contractors contracting with CDY for the services identified
herein. The only cases where work or services contracted for by CDY may not
require a public bidding process will be those where CDY is paying for the work
or services directly from its own funding sources. These sources shall not
include PBIA funds or City budget funds paid to CDY specifically for the
execution of work identified in this Memorandum of Understanding.
The City agrees to provide CDY with the DYBID assessment revenue obtained from the
businesses within the DYBID. The City also agrees to provide CDY with $50,000 from
the 2009 CBD Capital Fund toward the completion of the work and provision of the
services identified within this Memorandum of Understanding for the year 2009.
Memorandum of Understanding -CDY 3
Maintenance Agreement
This Memorandum is a mutual expression of intent of the City and CDY. The parties
•
acknowledge and agree that implementation of the Memorandum will require legislative
and administrative action, the allocation of public funds and the commitment of staff and
other resources to effectuate the terms and commitments set forth in the Memorandum.
AGREED UPON this day of December, 2008
For the City of Yakima: For CDY:
Dick Zais, City Manager Jamie Stickel
Chair of the Board
ATTEST:
Deborah Moore, City Clerk
•
•
Memorandum of Understanding -CDY 4
Maintenance Agreement
• AGREEMENT
FOR DOWNTOWN AMBASSADOR SERVICES
for
City of Yakima, Washington
This agreement is made and entered into on this day of 2008, between
the City of Yakima, Washington, hereinafter referred to as CITY, and the non - profit
corporation Committee for Downtown Yakima, hereinafter referred to as COMMITTEE.
CITY and COMMITTEE for mutual consideration hereinafter set forth, agree as follows:
I. OBJECTIVES
To provide ambassador services in downtown Yakima.
II. SCOPE OF SERVICES
The COMMITTEE agrees to perform certain ambassador tasks. These tasks are
defined as a foot and/or bike patrol within the DYBID downtown district to act as safety
ambassadors, eyes and ears for the police department and provide concierge services
to downtown users.
III. PAYMENT
r
a. As compensation for these services the CITY agrees that the COMMITTEE
will receive all gross assessment revenue and unallocated fund reserves from the
"Downtown Yakima Business Improvement District ( DYBID)" in accord with the terms
and rates set forth in Exhibit "A," attached hereto and incorporated herein by this
reference.
The maximum total fees and expenses payable by the CITY to the COMMITTEE under
this contract shall not exceed the combination of the annual gross revenue of the DYBID
and the DYBID unallocated fund reserves.
b. No payment shall be made for any work performed by the COMMITTEE,
except for work identified and set forth in this Contract or supporting exhibits or
attachments incorporated by reference into this Contract.
c. The COMMITTEE may, in accord to the rates set forth herein, submit invoices
to the CITY not more often than once per month during the progress of the work for
partial payment of work completed to date. Invoices shall cover the time COMMITTEE
performed work for the CITY during the billing period. The CITY shall pay the
COMMITTEE for services rendered in the month following the actual delivery of the work
and will remit payment within thirty (30) days from the date of receipt of billing.
d. The COMMITTEE shall not be paid for services rendered under the Contract
unless and until they have been performed to the satisfaction of the CITY.
e. In the event the COMMITTEE has failed to perform any substantial obligation
to be performed by the COMMITTEE under this Contract and such failure has not been
cured within ten (10) days following notice from the CITY, then the CITY may, in its sole
discretion, upon written notice to the COMMITTEE, withhold any and all monies due and
4110 payable to the COMMITTEE, without penalty, until such failure to perform is cured or
otherwise adjudicated. "Substantial" for purposes of this Contract means faithfully
(jc) /COMMI1TFE Services Agreement Page 1
fulfilling the terms of the contract with variances only for technical or minor omissions or •
defects.
f. Unless otherwise provided for in this Contract or any exhibits or attachments
hereto, the COMMITTEE will not be paid for any billings or invoices presented for
payment prior to the execution of the Contract or after its termination.
IV. RETAINER
Retainer is waived for CITY.
V. STANDARD PROVISIONS
1. TERM OF CONTRACT
The term of this Contract shall begin on the date last executed below, and shall
terminate upon the termination of the DYBID unless terminated earlier by the CITY in
accordance with paragraph 6 of this Section of this Contract. This Contract may be
renewed annually by written mutual agreement of both parties.
2. CONTRACT REPRESENTATIVES
Each party to this Contract shall have a contract representative. Each party may
change its representative upon providing written notice to the other party. The parties'
representatives are as follows:
a. For COMMITTEE:
Name of Representative: Sean Hawkins
Title: Deputy Director
Mailing Address: 7 N. 3` Street
City, State and Zip Code: Yakima, WA 98901
Telephone Number. 509- 225 -2485
Fax Number.
E -mail Address: sean @downtownyakima.com
b. For CITY:
Name of Representative: Chris Waarvick
Title: Director of Public Works
Mailing Address: 129 North Second Street
City, State and Zip Code: Yakima, WA 98901
Telephone Number. 509 575 -6411
Fax Number. 575 -6238
E -mail Address: cwaarvic@ci.yakima.wa.us
3. AMENDMENTS AND CHANGES IN WORK
a. In the event of any errors or omissions by the COMMITTEE in the
performance of any work required under this Contract, the COMMITTEE shall make any
and all necessary corrections without additional compensation. All work submitted by
the COMMITTEE shall be certified by the COMMITTEE and checked for errors and
omissions. The COMMITTEE shall be responsible for the accuracy of the work, even if
the work has been accepted by the CITY.
b. No amendment, modification or renewal shall be made to this Contract unless
set forth in a written Contract Amendment, signed by both parties and attached to this
Contract. Work under a Contract Amendment shall not proceed until the CITY has duly
executed the Contract Amendment.
•
(/c) /COMVITTEE Services Agreement Page 2
• 4. HOLD HARMLESS AND INDEMNIFICATION
a. The COMMITTEE shall hold harmless, indemnify and defend the CITY, its
officers, officials, employees and agents, from and against any and all claims, actions,
suits, liability, losses, expenses, damages, and judgments of any nature whatsoever,
including costs and attomeys fees in defense thereof, for injury, sickness, disability or
death to persons or damage to property or business, caused by or arising out of the
COMMITTEES acts, errors or omissions in the performance of this Contract. Claims
shall include, but not be limited to, claims that information supplied by the COMMITTEE
infringes any patent, copyright, trademark, trade name, or otherwise results in an unfair
trade practice. PROVIDED HOWEVER, that the COMMITTEE'S obligations hereunder
shall not extend to injury, sickness, death or damage caused by or arising out of the sole
negligence of the CITY, its officers, officials, employees or agents. PROVIDED
FURTHER, that in the event of the concurrent negligence of the parties, the
COMMITTEE'S obligations hereunder shall apply only to the percentage of fault
attributable to the COMMITTEE, its employees or agents.
b. In any and all claims against the CITY, its officers, officials, employees and
agents by any employee of the COMMITTEE, anyone directly or indirectly employed by
any of them, or anyone for whose acts any of them may be liable, the indemnification
obligation under this Section shall not be limited in any way by any limitation on the
amount or type of damages, compensation, or benefits payable by or for the
COMMITTEE under Worker's Compensation acts, disability benefits acts, or other
employee benefits acts, it being dearly agreed and understood by the parties hereto that
the COMMITTEE expressly waives any immunity the COMMITTEE might have had
• under such laws. By executing the Contract, the COMMITTEE acknowledges that the
foregoing waiver was mutually negotiated by the parties and that the provisions of this
Section shall be incorporated, as relevant, into any contract the COMMITTEE makes
with any COMMITTEE or agent performing work hereunder.
c. The COMMITTEE'S obligations hereunder shall include, but are not limited to,
investigating, adjusting and defending all daims alleging loss from action, error or
omission, or breach of any common 'law, statutory or other delegated duty by the
COMMITTEE, the COMMITTEE'S employees, or agents.
5: INSURANCE
a. Workers' Compensation: The COMMITTEE shall maintain workers'
compensation insurance as required by Title 51, RCW, and shall provide evidence of
coverage to the CITY. If the COMMITTEE has employees, the COMMITTEE shall
request the Washington State Department of Labor and Industries, Workers'
Compensation Representative, send written verification to CITY that the COMMITTEE is
currently paying Workers' Compensation.
b. Commercial General Liability: The COMMITTEE shall maintain Commercial
General Liability coverage for bodily injury, personal injury and property damage, subject
to limits of not less than $1,000,000 per loss. The general aggregate limit shall apply
separately to this Contract and be no less than $2,000,000.
i. The COMMITTEE shall provide Commercial General Liability . coverage
which does not exclude any activity to be performed in fulfillment of this Contract.
Specialized forms specific to the industry of the COMMITTEE will be deemed
equivalent provided coverage is no more restrictive than would be provided
under a standard Commercial General Liability policy, including contractual
• liability coverage.
ii. The COMMITTEE'S Commercial General Liability insurance shall include
the CITY, its officers, officials, employees and agents with respect to
0c)/COMMITTEE Services Agreement Page 3
performance of services, and shall contain no special limitations on the scope of •
protection afforded to the CITY as an additional insured.
iii. The COMMITTEE shall fumish the CITY with evidence that the additional
insured provision required above has been met An acceptable form of evidence
is the endorsement pages of the policy showing the CITY as an additional
insured.
iv. If the COMMITTEE'S liability coverage is written as a claims made policy,
then the COMMITTEE must evidence the purchase of an extended reporting
period or "tail" coverage for a three -year period after project completion, or
otherwise maintain the coverage for the three -year period.
v. If the Contract is over $50,000 then the COMMITTEE shall also maintain
Employers Liability Coverage with a limit of not Tess than $1 million.
c. Automobile Liability: The COMMITTEE shall maintain Business Automobile
Liability insurance with a limit of not less than $1,000,000, each accident combined
Bodily Injury and Property Damages. Coverage shall include owned, hired and non-
owned automobiles.
d. Professional Liability Insurance: Before this Agreement is fully executed by
the parties, COMMITTEE shall provide the City with a certificate of insurance as
evidence of Professional Errors and Omissions Liability Insurance with coverage of at
least One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate limit
of at least One Million Dollars ($1,000,000.00). The certificate shall clearly state who the
provider is, the amount of coverage, the policy number, and when the policy and
provisions provided are in effect. The insurance shall be with an insurance company
rated A -VII or higher in Bests Guide. If the policy is on a claims made basis, the
retroactive date of the insurance policy shall be on or before January 1, 1999, or shall
provide full prior acts. The insurance coverage shall remain in effect during the term of
this Agreement and for a minimum of three (3) years following the termination of this
Agreement
e. Other Insurance Provisions:
i. The COMMITTEE'S liability insurance provisions shall be primary with
respect to any insurance or self- insurance programs covering the CITY, its
elected and appointed officers, officials, employees and agents.
ii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the CITY, its officers, officials, employees or agents.
iii. The COMMITTEE'S insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
iv. The COMMITTEE shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverage for subcontractors shall be subject to all of the
requirements stated herein.
v. The insurance limits mandated for any insurance coverage required by
this Contract are not intended to be an indication of exposure nor are they
limitations on indemnification.
vi. The COMMITTEE shall maintain all required policies in force from the
time services commence until services are completed. Certificates, policies, and
endorsements expiring before completion of services shall be promptly replaced.
f. Verification of Coverage and Acceptability of Insurers: The COMMITTEE shall
place insurance with insurers licensed to do business in the State of Washington and
having A.M. Best Company ratings of no less than A -, with the exception that excess
•
and umbrella coverage used to meet the requirements for limits of liability or gaps in
(jc) /COMMITTEE Services Agreement Page 4
coverage need not be placed with insurers or re- insurers licensed in the State of
Washington.
i. Certificates of Insurance shall show the Certificate Holder as CITY OF
YAKIMA and include c/o of the Office or Department issuing the Contract. The
address of the Certificate Holder shall be shown as the current address of the
Office or Department.
ii. Written notice of cancellation or change shall be mailed to the City's
Contract Representative identified in Section 4 of this Contract
iii. The COMMITTEE shall fumish the CITY with properly executed
certificates of insurance or a signed . policy endorsement which shall clearly
evidence all insurance required in this section prior to commencement of
services. The certificate will, at a minimum, list limits of liability and coverage.
The certificate will provide that the underlying insurance contract will not be
canceled or allowed to expire except on thirty (30) days prior written notice to the
CITY.
iv. The COMMITTEE or its broker shall provide a copy of any and all
insurance policies specified in this Contract upon request of the CITY.
6. TERMINATION
a. The CITY may terminate this Contract in whole or in part whenever the CITY
determines, in its sole discretion, that such termination is in the best interests of the
• CITY. The CITY may terminate this Contract upon giving thirty (30) days written notice
by Certified Mail to the COMMITTEE'S Contract Representative. In that event, the CITY
shall pay the COMMITTEE for all costs incurred by the COMMITTEE in performing the
Contract up to the date of such notice. Payment shall be made in accordance with
Section III of this Contract
b. In the event that funding for this project is withdrawn, reduced or limited in any
way after the effective date of this Contract, the CITY may summarily terminate this
Contract notwithstanding any other termination provision of the Contract. Termination
under this paragraph shall be effective upon the date specified in the written notice of
termination sent by the CITY to the COMMITTEE. After the effective date, no charges
incurred under this Contract are allowable.
c. If the COMMITTEE breaches any of its obligations hereunder, and fails to
cure the breach within ten (10) days of written notice to do so by the CITY, the CITY may
terminate this Contract, in which case the CITY shall pay the COMMITTEE only for the
costs of services accepted by the CITY, in accordance with Section III of this Contract.
Upon such termination, the CITY, at its discretion, may obtain performance of the work
elsewhere, and the COMMITTEE shall bear all costs and expenses incurred by the CITY
in completing the work and all damage sustained by the CITY by reason of the
COMMITTEE'S breach.
7. NO CONFLICT OF INTEREST
COMMITTEE represents that it or its employees do not have any interest and
shall not hereafter acquire any interest, direct or indirect, which would conflict in any
manner or degree with the performance of this Agreement. COMMITTEE further
. covenants that it will not hire anyone or any entity having such a conflict of interest
during the performance of this Agreement
6c) / COMMITTEE Services Agreement Page 5
8. ASSIGNMENT, DELEGATION, AND SUBCONTRACTING
•
a. The COMMITTEE shall perform the terms of the Contract using only its bona
fide employees or agents, and the obligations and duties of the COMMITTEE under this
Contract shall not be assigned, delegated, or subcontracted to any other person or firm
without the prior express written consent of the CITY.
b. The COMMITTEE warrants that it has not paid nor has it agreed to pay any
company, person, partnership, or firm, other than a bona fide employee working
exclusively for COMMITTEE, any fee, commission, percentage, brokerage fee, gift, or
other consideration contingent upon or resulting from the award or making of this
Contract
9. NON - WAIVER OF RIGHTS
The parties agree that the excuse or forgiveness of performance, or waiver of
any provision(s) of this Contract does not constitute a waiver of such provision(s) or
future performance, or prejudice the right of the waiving party to enforce any of the
•
provisions of this Contract at a later time.
10. INDEPENDENT COMMITTEE
a. The COMMITTEE'S services shall be fumished by the COMMITTEE as an
Independent COMMITTEE and not as an agent, employee or servant of the CITY. The
COMMITTEE specifically has the right to direct and control COMMITTEE'S own
activities in providing the agreed services in accordance with the specifications set out in
this Contract.
b. The COMMITTEE acknowledges that the entire compensation for this
Contract is forth in Section III of this Contract, and the COMMITTEE is not entitled to
any CITY benefits, including, but not limited to: vacation pay, holiday pay, sick leave pay,
medical, dental, or other insurance benefits, fringe benefits, or any other rights or
privileges afforded to CITY OF YAKIMA employees.
c. The COMMITTEE shall have and maintain complete responsibility and control
over all of its subcontractors, employees, agents, and representatives. No
subcontractor, employee, agent or representative of the COMMITTEE shall be or deem
to be or act or purport to act as an employee, agent or representative of the CITY.
d. The COMMITTEE shall assume full responsibility for the payment of all payroll
taxes, use, sales, income or other form of taxes, fees, licenses, excises, or payments
required by any City, federal or state legislation which is now or may be enacted during
the term of this Contract as to all persons employed by the COMMITTEE and as to all
duties, activities and requirements by the COMMITTEE in performance of the work on
this project and under this Contract and shall assume exclusive liability therefore, and
meet all requirements there under pursuant to any rules or regulations.
e. The COMMITTEE agrees to immediately remove any of its employees or
agents from assignment to perform services under this Contract upon receipt of a written
request to do so from the CITY'S Contract Representative or designee.
11. COMPLIANCE WITH LAWS
The COMMITTEE shall comply with all applicable federal, state and local laws,
rules and regulations in performing this Contract
12. INSPECTION OF BOOKS AND RECORDS
The CITY may, at reasonable times, inspect the books and records of the
COMMITTEE relating to the performance of this Contract. The COMMITTEE shall keep
(jc) /COMA/fITTEE Services Agreement Page 6
• . all records required by this Contract for six (6) years after termination of this Contract for
audit purposes.
13. NONDISCRIMINATION
The COMMITTEE, its assignees, delegatees or subconsultants shall not
discriminate against any person in the performance of any of its obligations hereunder
on the basis of race, color, creed, ethnicity, religion, national origin, age, sex, marital
status, veteran status, sexual orientation or the presence of any disability.
Implementation of this provision shall be consistent with RCW 49.60.400.
14. OWNERSHIP OF MATERIALS!WORK PRODUCED
a. Material produced in the performance of the work under this Contract shall be
as works for hire as defined by the U.S. Copyright Act of 1976 and shall be owned by the
CITY. This material includes, but is not limited to, books, computer programs, plans,
specifications, documents, films, pamphlets, reports, sound reproductions, studies,
surveys, tapes, and /or training materials. Ownership includes the right to copyright,
patent, register, and the ability to transfer these rights. The CITY agrees that if it uses
any materials prepared by the COMMITTEE for purposes other than those intended by
this Contract, it does so at its sole risk and it agrees to hold the COMMITTEE harmless
therefore to the extent such use is agreed to in writing by the COMMITTEE.
b. An electronic copy of all or a portion of material produced shall be submitted
to the CITY upon request or at the end of the job using the word processing program
III and version specified by the CITY.
15. DISPUTES
Differences between the COMMITTEE and the CITY, arising under and by virtue
of this Contract, shall be brought to the attention of the CITY at the earliest possible time
in order that such matters may be settled or other appropriate action promptly taken.
Any dispute relating to the quality or acceptability of performance and /or compensation
due the COMMITTEE shall be decided by the CITY'S Contract Representative or
designee. All rulings, orders, instructions and decisions of the CITY'S Contract
Representative shall be final and conclusive, subject to the COMMITTEE'S right to seek
judicial relief pursuant to paragraph 15 of this Section.
16. CHOICE OF LAW, JURISDICTION. AND VENUE
a. This Contract has been and shall be construed as having been made and
delivered within the State of Washington, and it is agreed by each party hereto that this
Contract shall be govemed by the laws of the State of Washington, both as to its
interpretation and performance.
b. Any action at law, suit in equity, or judicial proceeding . arising out of this
Contract shall be instituted and maintained only in any of the courts of competent
jurisdiction in the CITY OF YAKIMA, Washington.
17. SEVERABILITY
a. If a court of competent jurisdiction holds any part, term or provision of this
Contract 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 Contract did not contain the particular provision held to be invalid.
b. If any provision of this Contract is in direct conflict with any statutory provision
of the State of Washington, that provision which may conflict shall be deemed
Cc) /COMMITTEE Services Agreement Page 7
inoperative and null and void insofar as it may conflict, and shall be deemed modified to
•
conform to such statutory provision.
c. Should the CITY determine that the severed portions substantially alter this
Contract so that the original intent and purpose of the Contract no longer exists, the
CITY may, in its sole discretion, terminate this Contract.
18. NOTICES
Any notices shall be effective if personally served upon the other party or if
mailed by registered or certified mail, return receipt requested, to the addresses set out
in paragraph 2 of this Section. Notice may also be given by facsimile with the original to
follow by regular mail. Notice shall be deemed to have been given three days following
the date of mailing or immediately if personally served. For service by facsimile, service
shall be effective upon receipt during working hours. If a facsimile is sent after working
hours, it shall be effective at the beginning of the next working day.
19. ENTIRE AGREEMENT
The parties agree that this Contract is the complete expression of its terms and
conditions. Any oral or written representations or understandings not incorporated in this
Contract are specifically excluded.
V. AUTHORIZED SIGNATORS
Committee for Downtown Yakima •
By:
Jamie Stickel, Chair of the Board
Date:
City of Yakima
By:
R. A. Zais,Jr., City Manager
Date:
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Cc) /COMMITTEE Services Agreement Page 8
• A ATTACHMENT
SCHEDULE OF 2008/2009
FEES FOR THE SCOPE OF SERVICES AS DEFINED IN SECTION"' OF
THIS CONTRACT FOR THE FISCAL YEAR 2008/2009 ARE $50,000.
•
•
(c) /COMMITTEE Services Agreement Page 9
THIRD AMENDMENT TO CDY AGREEMENT
FOR PROFESSIONAL SERVICES
for
City of Yakima, Washington
This amendment to City Contract Number 2007 -26, approved by City Council on
December 2, 2008, was made and entered into on the day. of December, 2008,
between the City of Yakima, Washington, a Washington municipal corporation
(hereinafter referred to as "CITY"), and Committee for Downtown Yakima, a Washington
non - profit corporation (hereinafter referred to as "CDY").
CITY and CDY for mutual consideration hereinafter set forth, agree to amend the
underlying City Contract Number 2007 -26 with regard to the following provisions only.
Section II, SCOPE OF SERVICES, paragraph 9, is hereby amended to read as follows:
The City shall contribute an amount not to exceed a total of Fifty Thousand Dollars
($50,000.00) to CDY for the fulfillment of CDY'S obligations set forth in this contract
and as represented within the terms of the Memorandum of Understanding
referenced herein between the parties. This total contribution shall be payable from
the City's CBD Capital Fund and shall include the maximum of Twenty Five
Thousand Dollars ($25,000.00) paid to CDY under the terms of this contract,
together with an additional Twenty Five Thousand Dollars ($25,000.00) for the City's
• share of costs of labor and materials to be provided by contractors CDY shall
contract with to fulfill the specific obligations set forth herein and by the terms of the
previously executed Memorandum of Understanding.
In addition to the Fifty Thousand Dollars provided by the city from the CBD Capital
Fund, the city shall allocate to CDY all assessments it receives from the Downtown
Yakima Business Improvement District (DYBID) for the purpose of fulfilling CDY's
obligations as stated within this agreement and as provided in the Memorandum of
Understanding between the parties hereto; PROVIDED, that if the DYBID is not re-
established by the City Council upon its identified disestablishment date, either in its
previous form or as it may otherwise be re- established, the City shall have no
obligation to provide any additional funding to CDY above the Fifty Thousand
Dollars previously identified herein.
Section V, STANDARD PROVISIONS, paragraph 1, is hereby amended to read as
follows:
The term of this Contract shall begin on the date last executed below, and shall '
terminate on December 31, 2009, unless terminated earlier by the CITY in
accordance with paragraph 6 of this Section of this Contract. This Contract may be
renewed annually by action of the City Council with the mutual agreement of both .
parties.
• Attachment " A D to this contract, identified as "Schedule of 2007" is hereby amended as
- follows:
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ATTACHMENT A •
SCHEDULE OF 2008/2009
FEES PAYABLE BY THE CITY OF YAKIMA FROM THE CBD CAPITAL FUND
FOR THE SCOPE OF SERVICES AS DEFINED IN SECTION II OF THIS CONTRACT
FOR THE FISCAL CONTRACT YEAR 2008/2009 SHALL NOT EXCEED FIFTY
THOUSAND DOLLARS ($50,000.00).
All other provisions, terms and conditions set forth in the underlying City Contract
Number 2007 -26 and all approved amendments thereto shall remain in full force and
effect unless otherwise amended in writing per the conditions of said underlying
Contract.
Committee For Downtown Yakima City of Yakima
By: By:
Jaime Stickel, Chair of the Board R. A. Zais, Jr., City Manager
Date: Date: •
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