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HomeMy WebLinkAbout03-13-2025 Agenda Business Improvement Area * Regular Meeting CITY OF March 13, 2025 - 1:00 PM A1JJ1JJJ4 1 East Main Street Annex Conference Rm 2 WASHINGTON 2nd Floor AGENDA CALL TO ORDER PUBLIC PARTICIPATION A. The Business Improvement Area Committee Meeting scheduled for Thursday, March 13, 2025 at 1:00 p.m. will be held in person and virtually. Join Zoom Meeting https://us06web.zoom.us/j/87985179724?pwd=CdYxX3A4ALk6VxW8XeGB72Gn3bIBIW.1 Meeting ID: 879 8517 9724 Passcode: 243674 One tap mobile +12532050468„87985179724# US +12532158782„87985179724# US (Tacoma) ROLL CALL AGENDA MODIFICATIONS AUDIENCE PARTICIPATION This is the place on the agenda where the public is invited to speak to the Board on any issue. A. The public can participate in-person or submit written comments in advance. Participants can submit written comments via mail, fax, or email. All written comments must be received prior to 5:00 p.m. on the day before the scheduled meeting and must be 350 words or less. Please mail written comments to: City of Auburn Attn: Jenn Francis, Economic Development Manager 25 W Main St Auburn, WA 98001 Please fax written comments to: Attn: Jenn Francis, Economic Development Manager Fax number: 253-804-3114 Email written comments to: jfrancis@auburnwa.gov If an individual requires accommodation to allow for remote oral comment because of a difficulty attending a meeting of the governing body, the City requests notice of the need for accommodation by Page 1 of 20 5:00 p.m. on the day before the scheduled meeting. Participants can request accommodation to be able to provide a remote oral comment by contacting the Community Development Department in person, by phone (253) 215-8744, or by email (jfrancis@auburnwa.gov). ANNOUNCEMENTS, REPORTS, AND PRESENTATIONS A. Introduction of New Members Trevor Schneckloth & Rachel Perry B. Downtown Auburn Cooperative Monthly Update - Stefanie Cox DISCUSSION ITEMS A. Financial Report Update - Jenn Francis ACTION ITEMS A. Elect Chair and Vice Chair B. Downtown Auburn Cooperative 2025 Contract C. Funding Request for Downtown Friday Night Events - Jenn Francis UNFINISHED BUSINESS NEW BUSINESS ADJOURNMENT Agendas and minutes are available to the public at the City Clerk's Office and on the City website (http://www.auburnwa.gov). Page 2 of 20 CITY OF J\I.JBU1R.ts4 AGENDA BILL APPROVAL FORM WASHINGGTTON Agenda Subject: Meeting Date: Downtown Auburn Cooperative 2025 Contract March 13, 2025 Department: Attachments: Budget Impact: Community Development 2025 COA DAC 7th Draft $67,000 Administrative Recommendation: Background for Motion: Background Summary: Councilmember: Staff: Jason Krum Page 3 of 20 CITY OF AUBURN AGREEMENT FOR SERVICES THIS AGREEMENT made and entered into on this day of February 2025, by and between the City of Auburn, a municipal corporation of the State of Washington, the "City" and the Downtown Auburn Cooperative ("DAC" or the "Consultant"). RECITALS: 1. The City desires to hire the Consultant to provide positive influence, promotion, activities, and attractions within the Business Improvement Area ("BIA" boundary consistent with Auburn City Code 2.98.030; and 2. The Consultant is qualified and able to provide services in connection with the City's needs for this work and is willing and agreeable to provide the services on the terms and conditions in this Agreement. AGREEMENT: In consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Scope of Services The Consultant agrees to perform in a good and professional manner the tasks described in Exhibits "A", "B" and "C". The Consultant will perform the services as an independent contractor and will not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. 2. Additional Services If additional services with respect to related work are required beyond those specified in the Scope of Work, and not included in the compensation listed in this Agreement, the parties will amend this Agreement before the Consultant performs the additional services. However, Consultant agrees that it will perform additional services on the written request of an authorized representative of the City pending execution of an Amendment. The Consultant shall retain autonomy to act in the best interests of businesses and residences within the BIA area. 3. Consultant's Representations The Consultant represents and warrants that it has all necessary licenses and certifications to perform the services provided for in this Agreement and is qualified to perform those services. DAC/City of Auburn Contract-2025 Page 1 of 15 Page 4 of 20 4. Acceptable Standards The Consultant will be responsible to provide, in connection with the services contemplated in this Agreement, work products and services of a quality and professional standard acceptable to the City. 5. Compensation As compensation for the Consultant's performance of those tasks and services provided for in Exhibits A, B and C of this Agreement, the City will pay the Consultant the costs and fees for those tasks performed, under those terms identified and from those specified budgets described independently in each Exhibit. The total compensation for the entire Agreement is not to exceed $92,000.00. 6. Time for Performance and Term of Agreement The Consultant will not begin any work under this Agreement until authorized in writing by the City. Provided, DAC shall carry on normal business activities pending mutual acceptance. The Consultant will perform the tasks and services described in each Exhibit and in accordance with the direction and scheduling provided. All work under this Agreement will be completed by December 31 , 2025. 7. Records Inspection and Audit All compensation payments will be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement will be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. 8. Continuation of Performance In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Consultant agrees that, notwithstanding such dispute or conflict, the Consultant will continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties. DAC/City of Auburn Contract-2025 Page 2 of 15 Page 5 of 20 9. Administration of Agreement Any written notices required by the terms of this Agreement will be served on or mailed to the following addresses: City of Auburn Downtown Auburn Cooperative Economic Development Manager President 25 W Main Street 262 E Main Street Auburn, WA 98001 Auburn, WA 98002 Phone: 253-215-8744 Phone: 253-368-6838 Email: ifrancis(a�auburnwa.gov Email: info(c downtownauburncooperative.com 10. Notices All notices or communications permitted or required to be given under this Agreement will be in writing and will be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above. Either party may change their address by giving notice in writing to the other party. 11. Insurance The Consultant will procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, or the Consultant's agents, representatives, employees, or subcontractors. Consultant's maintenance of insurance as required by the Agreement does not limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Service Consultant will obtain insurance of the types described below: a. Automobile Liability insurance, covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. Consultant shall maintain automobile insurance with minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. b. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project aggregate limit using ISO form CG 25 03 05 09 or equivalent endorsement. There DAC/City of Auburn Contract-2025 Page 3 of 15 Page 6 of 20 shall be no exclusion for liability arising from explosion, collapse, or underground property damage. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate, and a $2,000,000 products-completed operations aggregate limit. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: a. The Consultant's insurance coverage will be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City will be excess of the Consultant's insurance and will not contribute with it. b. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A:VII. Consultant will furnish the City with certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. The City reserves the right to require that complete, certified copies of all required insurance policies be submitted to the City at any time. The City will pay no progress payments under Section 7 until the Consultant has fully complied with this section. If the Consultant maintains higher insurance limits than the minimums shown above, the City will be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Provider, irrespective of whether such limits maintained by the Consultant or are greater than those required by this contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. Failure on the part of the Consultant to maintain the insurance as required will constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in DAC/City of Auburn Contract-2025 Page 4 of 15 Page 7 of 20 connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 12. Indemnification/Hold Harmless The Consultant will defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. If a court of competent jurisdiction determines that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability will be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section will survive the expiration or termination of this Agreement. 13. Assignment Neither party to this Agreement will assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement will be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 14. Nondiscrimination: Disparagement, defamation and conflicts of interest prohibited A. Nondiscrimination. The Consultant may not discriminate regarding any services or activities to which this Agreement may apply directly or through contractual, hiring, or other arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap. B. Disparagement and defamation prohibited. During and after the term of this Agreement, Consultant and its employees, agents, appointees and members are prohibited from: 1. making any written or spoken disparaging remarks (or any remarks that could reasonably be construed as disparaging) about the City,its officers, employees, or agents; and DAC/City of Auburn Contract-2025 Page 5 of 15 Page 8 of 20 2. writing or speaking about the City and/or its employees or agents in a defamatory manner as defined by RCW 42.17A.335 and other applicable law. C. Conflicts of interest and violations of ethics laws prohibited. It shall be a breach of this Agreement and grounds for its termination for Consultant or any of its employees, agents, appointees or members to commit any act (or to assist or participate in or knowingly benefit from any act) in violation of Chapter 2.92 of the Auburn City Code and/or Chapters 42.23 or 42.52 RCW. D. The consultant and its employees, agents, appointees or members shall have the ability to discuss grievances relating to the City, its employees, agents, or appointees as issues arise. If DAC is unable to resolve said issues, then DAC may consult with the City and/or direct the person, business or entity to the appropriate city agency. 15. Interest in contracts prohibited All parties agree and understand that this contract is between the City and the DAC. No municipal officer shall be beneficially interested in, directly or indirectly, in this contract under RCW 42.23.030. 16. Amendment, Modification or Waiver No amendment, modification or waiver of any condition, provision or term of this Agreement will be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party will not affect or impair any right arising from any subsequent default. Nothing herein will limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 17. Termination for Cause In the event that the City determines that the Consultant failed to comply with the conditions of the Agreement, the City has the right to suspend or terminate the Agreement by giving the Consultant a written notice of corrective action required. If the Consultant does not remedy all conditions in the corrective notice within thirty (30) days of the date of notice, the City may terminate or suspend the contract or require specific performance including completion of the Agreement. 18. Termination for Convenience Either Party may terminate this Agreement by providing the other party with written notice of such termination, specifying the effective date with at least thirty (30) days' notice. DAC/City of Auburn Contract-2025 Page 6 of 15 Page 9 of 20 19. Parties in Interest This Agreement will be binding upon, and the benefits and obligations will inure to and bind, the parties and their respective successors and assigns, provided that this section will not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 20. Costs to Prevailing Party In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties will be entitled to receive its reasonable costs and attorney's fees. 21. Applicable Law This Agreement and the rights of the parties will be governed by and interpreted in accordance with the laws of the State of Washington and venue for any action will be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation will commence no later than the substantial completion by the Consultant of the services. 22. Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and do not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. The singular includes the plural and vice versa and masculine, feminine and neuter expressions will be interchangeable. Interpretation or construction of this Agreement will not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 23. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the validity of the remainder of this Agreement. 24. Entire Agreement This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 25. Counterparts This Agreement may be executed in multiple counterparts, each of which will be one and the same Agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. DAC/City of Auburn Contract-2025 Page 7 of 15 Page 10 of 20 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN DOWNTOWN AUBURN COOPERATIVE Nancy Backus, Mayor Stephanie Cox Title: President Federal Tax ID No: 91-16559537 Approved as to form: Jason Whalen, City Attorney DAC/City of Auburn Contract-2025 Page 8 of 15 Page 11 of 20 Exhibit A [BIA] Scope of Work OUTREACH: The Consultant will coordinate and manage activities in downtown Auburn in an effort to create unity between business members, residents and similar area organizations for the economic vitality of downtown Auburn. Consultant shall maintain an office in downtown Auburn in an effort to unify the business owners. PROGRAM OF WORK: The Consultant's scope is as follows: • Provide access to resources and networking opportunities for small businesses in the Business Improvement Area (BIA). • Communicate with potential small businesses that are looking for spaces to buy or rent within the BIA area and refer them to the City's Economic Development team as an additional resource. The City's Economic Development team will share non-confidential status updates regarding such referrals when information becomes available to the public. • Coordinate with landlords to promote vacant commercial spaces and/or provide advertising over social media or other forums. • Coordinate and manage networking events and other special events located within the (BIA). • The DAC will provide a post-event report following the completion of each event conducted within the BIA area. This report serves to summarize the performance of the event and demonstrate the event's level of success with regards to meeting the established goals and objectives. The report shall also identify any potential areas for improvement for future events and include evaluation of future event continuance, in the event of insufficient participant turnout or failure of successful outcomes. • Management, coordination, and implementation of the following projects within the BIA: a: Downtown Lighting The Consultant shall continue coordination with all business owners, property managers and property owners the scope of the project and DAC/City of Auburn Contract-2025 Page 9 of 15 Page 12 of 20 obtain their commitment. The Consultant shall purchase all required lighting. The Consultant shall facilitate the installation of the lights. The Consultant shall administer and facilitate the project, which include contacting and contracting with the BIA businesses. The Consultant shall continue implementing the contract between the DAC and participating businesses. b: Planters in Downtown. The Consultant shall facilitate and administer the Planter Program by encouraging the business owners to maintain the planters in good condition. The consultant shall purchase and place new planters in the BIA area with remaining funds. The City shall provide soil and specifications as to where the planters may be placed pursuant to city code and/or regulations. In the event of vandalism, the DAC will work with the sponsor of the planter to obtain new plants. c: Downtown Murals The Consultant shall administer the Mural Program, which shall include outreach to businesses and building owners within the BIA for interest in mural placement on exterior of buildings. The Consultant shall contract with artists from the region to provide services. The Consultant shall insure that murals comply with City requirements. City shall be given a copy of projected mural in advance. For all of the above identified projects and any future projects approved by the BIA, project updates shall be provided to the BIA at regular agreed upon intervals. DAC retains the right to prioritize projects based on the Main Street USA objectives and priorities. DAC/City of Auburn Contract-2025 Page 10 of 15 Page 13 of 20 PAYMENT TERMS: • $67,000.00 due on an invoice basis. Invoices will be due no less than once per quarter. • Of that $67,000.00, $10,000.00 will be used as a fund balance available for cash flow. BUDGET CODES: 001.17.558.700.49 ($67,000.00) DAC/City of Auburn Contract-2025 Page 11 of 15 Page 14 of 20 Exhibit B [City] Scope of Work OUTREACH: The Consultant will provide positive and consistent messaging across all methods of communication, including member to member communications and community outreach efforts using social media and traditional media sources. PARTNERSHIP: The Consultant will engage other business organizations and partners in the city in a positive and supportive manner in order to avoid the appearance of competition and conflict. PROGRAM OF WORK: The Consultant shall promote the Business Improvement Area (BIA) (and businesses that subsequently join the DAC) through the following methods, and at a minimum in the following manner: • Develop and grow a downtown committee structure. There shall be at least four separate committees which include, but are not limited to, Promotion Committee, Design Committee, Organization Committee and Economic Vitality Committee. The consultant shall also incorporate any other committees that they deem reasonable in an effort to be in compliance with the Main Street USA objectives and priorities without consent of the City. Agreed upon committees, their purpose, and anticipated objectives are summarized in Exhibit C. o The DAC shall track committee work progress and report deliverables on a quarterly basis to The Community Development Director, Economic Development Manager, and Economic Development Coordinator. • Promote Downtown Auburn in a positive way through various social media platforms as a safe and enjoyable place to work, play and shop. • Maintain active, consistent, and engaging content on the DAC social media and website. • The DAC shall have discretion regarding the content of its website and monthly electronic newsletters, provided that such content is consistent with the terms of this Agreement and also includes City developed content intended to inform the downtown business community and residents of community planning efforts, development activity, events and activities. This newsletter should be sent to the City of Auburn Community Development Director, Communications Manager, Economic Development Manager, and Economic Development Coordinator. • The Consultant retains the right to prioritize projects based on the Main Street USA objectives and priorities. • City agrees to provide updated information on known property vacancies and newly active businesses whenever possible. DAC/City of Auburn Contract-2025 Page 12 of 15 Page 15 of 20 Business Retention and Recruitment Focus • Assist with promoting the offerings of the small business educational opportunities on DAC website, DAC social media platforms and monthly newsletter. • The Consultant shall be reimbursed for networking event costs up to $2,500 for the year. These costs may include but are not limited to food, drinks, prizes and hosting supplies as needed. GENERAL DELIVERABLES: Provide quarterly updates to The Economic Development Manager on the scope of work for each Downtown Committee outlined in exhibit C. Provide an annual update to City Council on the scope of work for each Downtown Committee outlined in exhibit C. PAYMENT TERMS AND DELIVERABLES: 1. Deliverables will be due quarterly on the second Tuesday of April, July, October, and January. If the Tuesday falls on a Holiday, it will be due the next working business day. 2. An Invoice will be due to the city on February 14th, 2025, for $12,500.00. with a payment due date of March 1st, 2025. 3. A second and final invoice will be due to the city on July 15th, 2025, for $12,500.00. with a payment due date of September 1st, 2025. PAYMENT TERMS: • $12,500.00 due March 1st, 2025 • $12,500.00 due September 1st, 2025 BUDGET CODE: 001.17.558.700.41 (General Fund Line-Item Approval) DAC/City of Auburn Contract-2025 Page 13 of 15 Page 16 of 20 EXHIBIT C Develop and grow a downtown committee structure. There shall be at least four separate committees which include, but are not limited to, Promotion Committee, Design Committee, Organization Committee and Economic Vitality Committee. The consultant may implement other committees based upon their discretion and/or in following the Main Street USA direction and priorities, without seeking approval from City. For each committee below, an annual plan shall be developed during the first half of the year. The plan shall include a timeline for advancement of specific objectives and both short-term and long-term goals of the committee. The annual plan should also demonstrate how the committee's purpose and example deliverables will be achieved. o The DAC shall track committee work progress and provide regular status report to The Community Development Director. The deliverables below are examples of minimum expectations. Committee Name Purpose Deliverable Examples Promotion Positions Downtown as the • Event flyers center of the community. • Social Media/website promotions Showcasing the unique • Email blasts characteristics. • Support events • Event booth Design Supports Community's • Assist with the physical look of Main Transformation by enhancing Street physical & visual assets of the • Participate in Clean Sweep for the community. downtown • Art work/murals • Listing historic areas • Preserving/enhancing, advocated/educate community of value & awareness for preservation Organization Creates productive workflow. • Board, Committee & Volunteer Training Helps support community • Communication - digital/digest news, while establishing strong monthly newsletters. partnerships with community • Templates for work plans, calendar involvement & district events resources. Economic Focus on supporting current • Business Surveys Vitality businesses & growing • Property information downtown. • Business workshops • Membership recruitment • Welcoming kit to new business owners DAC/City of Auburn Contract-2025 Page 14 of 15 Page 17 of 20 This page has been left blank intentionally. DAC/City of Auburn Contract-2025 Page 15 of 15 Page 18 of 20 CITY OF J\I.JBU1R.ts4 AGENDA BILL APPROVAL FORM WASHINGGTTON Agenda Subject: Meeting Date: Funding Request for Downtown Friday Night Events - Jenn Francis March 13, 2025 Department: Attachments: Budget Impact: Community Development Friday Night Event Series $18,000 Funding Request Administrative Recommendation: Background for Motion: Background Summary: Councilmember: Staff: Jason Krum Page 19 of 20 Friday Night Event Series Dates of the Events are June 27th, July 25th and August 22nd The City will work with Downtown businesses to participate in the events. There have been several themes suggested. One of the events will be a car show. Cost per event: • Band -$1,500 • Sound System - $1,000 • DJ - $750 • Marketing to social media, radio, etc. -$ 1,500 • Portable restrooms and sinks - $750 Total Cost per event- $5,500 3 Events @$5,500 per event is $16,500 One time cost- Banner for advertising event- $1,500 Total Funding Request is$18,000 Page 20 of 20