HomeMy WebLinkAbout3127 RESOLUTION NO. 3 I 2 7
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK OF THE
CITY OF AUBURN TO EXECUTE A CONTRACT WITH THE AUBURN
DOWNTOWN ASSOCIATION, A NON-PROFIT ORGANIZATION, TO
ADMINISTER THE OPERATION OF THE BUSINESS IMPROVEMENT AREA
FOR THE TERM JULY 1, 1999 THROUGH DECEMBER 31, 2000.
WHEREAS, City of Auburn Ordinance No. 4686 approved June 21,
1994, ratified and confirmed Ordinance No. 4293; and
WHEREAS, City of Auburn Ordinance No. 4293 approved July 5, 1988,
established the Auburn Central Business District Parking and Business
Improvement Area; and
WHEREAS, Section 4 of Ordinance No. 4293 provides that the City shall
enter into a contract with the Auburn Chamber of Commerce or similar business
association to administer the operation of the ADA; and
WHEREAS, the City desires to enter into an agreement with the Auburn
Downtown Association to provide for ADA administration from July 1, 1999
through December 31, 2000.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH
RESOLVES AS FOLLOWS:
. Resolution No. 3127
November 3, 1999
Page 1
Section 1. The Mayor and City Clerk of the City of Auburn, Washington,
are herewith authorized to execute a contract with the Auburn Downtown
Association to administer the operation of the Auburn Central Business District
Parking and Business Improvement Area, the term of the contract from July 1,
1999 .through December 31, 2000. The Agreement is attached hereto,
designated Exhibit "A" and incorporated by reference in this Resolution.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
DATED and SIGNED this/~/~
. day of ,1999.
CITY OF AUBURN
CHARLES A. BOOTH
MAYOR
Resolution No.
June 2, 1998
Page 2
ATTEST:
~'elle E.~Z~'~Daskam~
City Clerk
APPROVED AS TO FORM:
Michael J. Reynolds,
City Attorney
Resolution No. 3127
November 3, 1999
Page 3
AGENCY SERVICE AGREEMENT
' 'THIS AGREEMENT is made and entered into this ~:>75/J'*'' day of
November, 1999, by and between the CITY OF AUBURN, a municipal
corporation in the State of Washington, herein referred to as "CITY" and the
AUBURN DOWNTOWN ASSOCIATION, a non-profit organization organized
under the laws of the State of Washington, whose address is 10 "B" Street
N.E., Auburn, Washington, herein referred to as "AGENCY."
WHEREAS, the CITY desires to have certain services performed by the
AGENCY in administering the operation of the Auburn Business Improvement
Area; and
WHEREAS, the AGENCY has the ability and resources to provide such
services to the CITY as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1, PURPOSE
The purpose of this Agreement is to allow the AGENCY to administer the
operation of a business improvement area and the funds derived thereto
pursuant to the authority in RCW 35.87A. 110. The AGENCY fully agrees and
understands that, pursuant to the requirements of the statute, the AGENCY
must comply with all applicable provisions of law included in Chapter 35.87A
RCW and with all County and City resolutions, ordinances and regulations and
other statutes and regulations lawfully imposed by the State Auditor or other
State agencies and relating to such administration.
2. SCOPE OF SERVICES
The AGENCY shall administer the operation of the following services
and/or projects which come under the scope of one or more of the following
categories relating to the City of AUburn Business Improvement Area:
ADA CONTRACT 1999-2000
Resolution No. 3127
'Exhibit "A" {
L/Legal Agreement/ada-99}
November 3, 1999
Page 1
Business retention and recruitment,
Marketing to encourage people to use shops and
services in the Central Business District.
,Special events and promotions.
Improving the security and maintenance of the
pedestrian environment.
Enhancing the aesthetic appearance of the Central
Business District.
Organizational activities, including the coordination
of volunteers and committees.
In carrying out either the general or specific activities and categories
enumerated above, the AGENCY agrees to secure all necessary permits and
approvals and abide by all applicable State and local laws.
3. COMMITTEE OF RATE PAYERS
The CITY shall be responsible for appointing a Business Improvement
Area Advisory Committee of Ratepayers which shall be structured and
comprised as provided by City ordinance establishing the Business
Improvement Area (BIA). The Committee of Ratepayers shall approve the
annual report and budget and be responsible for providing guidance for
managing agency programs and activities.
The BIA Committee of Ratepayers will meet periodically throughout the
, . year to keep informed of the activities and services provided by the agency.
The Committee will determine the frequency of meetings, based on need.
Agency Board members and staff will keep the Committee updated on events
and proposed directions of the program, and will provide the Committee with
monthly financial statements and ADA Board of Directors minutes.
ADA CONTRACT 1999
Resolution No. 3127
Exhibit "A" {ada-99}
November 3, 1999
Page 2
The AGENCY and BIA Committee of Ratepayers will solicit volunteers to
serve on the Committee of Ratepayers as vacancies arise. The names of these
potential Committee members will be forwarded to the Mayor for review and
approval.
4. PROGRAM REPORTING
A written annual report shall be submitted on or before December 1 st of
each year to the City Planning Director and shall include the progress made to
date, the accomplishment of or justification for the lack of accomplishment of
goals and time tables set forth in this Agreement, and a monthly accounting
budget and expenditure statement by line item identifying the expenditures,
encumbrances and balances remaining. The report shall identify all problems,
accomplishments or other activities influencing or resulting from the program.
5. TERM
The term of this Agreement shall be effective from July 1, 1999 through
December 31, 2000. This Agreement is intended to be renewed annually,
unless the CITY or the AGENCY gives three (3) months notice that it does not
intend to renew the Agreement.
6. CITY RESPONSIBILITIES
The City Finance Department will perform all assessment billing and
collection activities, unless otherwise agreed upon in writing. Ratepayers are
given the choice of paying their assessments in either annual or semi-annual
payments. Annual assessments are due on July 1st and semi-annual
assessments are due July 1st and December 30th. Billings will be sent out
approximately 6 weeks prior to the due dates.
Reminder notices for nonpayment will be sent out monthly, and interest
and penalties applied as allowed by Ordinance 4293, which established the
BIA. If nonpayment by an individual business continues for more than three
months then such payments shall be collectible at the discretion of the CITY.
Any costs associated with collection of the account may be deducted from the
funds collected.
ADA CONTRACT 1999-2000
Resolution No. 3127
Exhibit "A" {
L/LegaL Agreement/ads-W}
. November 3,1999
Page 3
7. METHOD OF PAYMENT
The AGENCY shall submit a properly executed invoice and
accompanying work statement twice each month, not less than twelve days
prior to City Council meetings, together with all reporting data required under
Section 7 of this agreement. The City will initiate authorization for payment
after receipt and approval of such invoice and work statements and will make
payment directly to the AGENCY the day following each council meeting.
The AGENCY shall direct invoices to the City of Auburn Finance
Department, to the attention of the Finance Director, and bearing the
agreement number.
, . All reimbursement requests shall be broken down by expenditure
classification.
The parties agree and understand that the CITY reserves the right to
withhold payments pending timely delivery of program reports or documentation
as required under this Agreement.
8. FINANCIAL REPORTING REQUIREMENTS
All costs shall be supported by properly executed payrolls, time records,
invoices, vouchers or other official documentation as evidenced of the nature
and propriety of the charges. All accounting documents pertaining in whole or
in part to this Agreement shall be clearly identified and readily accessible. The
AGENCY shall also:
Maintain an effective system of internal control over and
accountability for all funds and property supplied and make sure
that the same are used solely for the authorized purposes
provided under this Agreement.
Keep a continuing record of all disbursements by date, check
number, amount, vendor, description of items purchased and line
item from which money was expended, as reflected in the
ADA CONTRACT 1999
Resolution No. 3127
Exhibit "A" {ada-W}
November 3, 1999
Page 4
AGENCY'S accounting records. The line item notations must be
substantiated by a receipt, or invoice marked "paid", or payroll
record.
Record and provide to the City information regarding new
businesses operating within the Business Improvement Area,
changes in ownership of existing businesses, and businesses
moving out of the BIA. The City will use this information to
conduct all billing of BIA assessments.
Maintain payroll and financial and accounting records for a period
of four (4) years after receipt of final payment under the
Agreement.
Permit reasonable inspection and audit of its records and books
with respect to all matters authorized by this Agreement by
representatives of the CITY, the United States and the State
Auditor, and at any time during normal business hours for a
period of up to four (4) years from and after the final expiration
date of this Agreement.
Further, all financial records and fiscal control systems will be
established and maintained in a manner to meet the approval of
the CITY Finance Director and the State Auditor; records and
reports submitted and accounting procedures shall be satisfactory
to meet the approval of the CITY Finance Director and the
Director of the Planning Department.
9. DISCRIMINATION
The AGENCY will not discriminate against any employee or applicant for
employment because of race, religion, creed, color, sex, marital status, sexual
orientation, political ideology, ancestry, national origin or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide
occupational qualification. The AGENCY will take affirmative action to ensure
that applicants are employed, and that employees are treated during
employment, without regard to their creed, religion, race, color, sex, national
ADA CONTRACT 1999-2000
Resolution No. 3127
Exhibit "A" (
L/Legal Agreement/ada-gg}
November 3, 1999
PaVe 5
origin, or the presence of any sensory, mental or physical handicap. Such
action shall include, but not be limited to, the following:
Employment, upgrading, demotion, or transfer recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation,
and selection for training, including apprenticeship. The AGENCY agrees to
post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the CITY setting forth the provisions of
this nondiscrimination clause.
10. INDEMNIFICATION/INSURANCE
The AGENCY shall indemnify, defend and hold the CITY and its officers,
agents and employees acting in the official capacity or course of employment,
harmless from any and all suits, claims or liabilities of any nature, including
costs, attorneys fees and expenses, for and on account of injuries or damages
, .sustained by any persons or property resulting from any act, omission or
negligence of the AGENCY, its agents or employees pursuant to this
Agreement or on account of any unpaid wages or other remuneration for
services; and if a suit be filed, the AGENCY shall appear and defend the same
at its cost and expense, and if judgment be rendered or settlement made
requiring payment by the CITY, the AGENCY shall satisfy. and pay the same.
The AGENCY is expected to be in compliance with all applicable State, Federal
and City laws and regulations.
The AGENCY shall maintain at all times a policy of a general
comprehensive liability insurance policy naming the CITY as an additional
insured, protecting and holding the CITY harmless from any and all damages
which may arise in connection with the services to be provided by the AGENCY
under this Agreement, and in the minimum combined single limit amount of
One Million Dollars for each occurrence, personal injury and/or property
damage liability. The AGENCY will also insure all equipment purchased under
this agreement against loss or theft in such amounts equal to the value of the
property. Such insurance shall include the City of Auburn as an additional
named insured. The insurance policies required herein shall not be reduced,
' 'cancelled, or in any way modified without thirty (30) days written prior notice to
the CITY. The AGENCY agrees to provide certificates of insurance for each of
ADA CONTRACT 1999
Resolution No. 3127
Exhibit "A" {ada-99}
November 3, 1999
Page 6
the policies required herein prior to commencing performance under the terms
of this Agreement. The certificates shall comply with the requirements of this
provision. The AGENCY and the CITY mutually waive subrogation rights to the
extent permitted by law and/or by their respective insurance coverages.
1 '1. CONFIDENTIALITY
Any reports, information, data, etc. given to or prepared or assembled by
the AGENCY under this Agreement, the disclosure of which may be in violation
of applicable laws or privacy interests, shall not be made available to any
individual or organization by the AGENCY without the prior written approval of
the Planning Department of the City of Auburn.
12. CONFLICT OF INTEREST
Except for existing contractual relationships, no member, officer or
employee of the City of Auburn or its designee or agents, nor member of the
Auburn City Council or any other public official of the CITY who exercises any
functions or responsibilities with respect to the programs affected by this
Agreement, shall have any financial interest, direct or indirect in any contract or
subcontract or the proceeds thereof for work to be performed in connection with
such programs; nor shall that person for one (1) year after completion of this
Agreement have any financial interest with the AGENCY or any subcontractor
of the Agreement.
13. ASSIGNMENT
' 'This Agreement shall not be assigned or the duties and responsibilities
hereunder shall not be delegated or subcontracted to any other person without
the prior written consent of the other party.
14. TERMINATION OF AGREEMENT BY CITY FOR CAUSE
If through any cause the AGENCY shall fail to fulfill in a timely and
proper manner their obligations under this Agreement, or if the AGENCY shall
violate any of the covenants, conditions or stipulations of this Agreement, the
City shall give written notice to the AGENCY specifying such default. If the
ADA CONTRACT 1999-2000
Resolution No. 3127
Exhibit "A" {
L/Lega[ Agreement/ada-~)}
November 3, 1999
Page 7
AGENCY cannot cure the default or the default shall continue for a period of
thirty (30) days after the CITY's written notice, the CITY shall thereupon have
the right to terminate this Agreement by giving written notice to the AGENCY of
such termination and specifying the effective date thereof at least five (5) days
before the effective date such termination. In the event of termination, all
finished or unfinished documents, data, studies, records and reports prepared
by the AGENCY under this Agreement shall, at the option of the CITY, become
the property of the CITY and the AGENCY shall be entitled to receive payment
for any satisfactory work completed, such determination to be made by the
CITY.
Notwithstanding the above, the AGENCY shall not be relieved of liability
to the CITY for damages sustained by the CITY by virtue of any breach of the
Agreement by the AGENCY and the CITY may withhold any payments to the
AGENCY for reimbursement of expenses for the purposes of setoff until such
time as the exact amount of damages due to the CITY from the AGENCY is
determined. The AGENCY will remit any unexpended balance of the payments
on account under this Agreement as well as such other portion of such
' payments previously received to the CITY. The action of the CITY in accepting
any such amount shall not constitute a waiver of any claim which the CITY may
otherwise have arising out of this Agreement.
15. REPAYMENT
In the event the termination is due to misappropriation of funds or fiscal
mismanagement, the AGENCY shall return to the CITY all misappropriated
funds which, at the time of termination, have been paid to the AGENCY by the
CITY.
16. RESERVATION OF RIGHTS
Neither payment by the CITY nor performance by the AGENCY shall be
construed as a waiver of either party's right or remedies against the other.
Failure to require full and timely performance of any provision at any time
shall not waive or reduce the right to insist upon complete and timely
, performance of such provision thereafter.
ADA CONTRACT 1999
Resolution No. 3127
Exhibit "A" {ads-W}
November 3, 1999
Page 8
I
17. TERMINATION FOR CONVENIENCE OF THE CITY
The CITY may terminate this Agreement at any time by a notice in
writing from the CITY to the AGENCY at least three (3) months prior to the
effective date of termina6on specified in the written notice. If the Agreement is
terminated by the CITY as provided herein, the AGENCY will be entitled to
payment as defined and limited by the terms of this Agreement. This
termination provision shall not apply if the Agreement is terminated due to the
. fault of the AGENCY in which case the terms of Section 13 of this Agreement
shall apply.
18, TERMINATION BY AGENCY FOR CAUSE
This Agreement may be terminated by the AGENCY upon five (5) days
written notice should the CITY fail substantially to perform in accordance with
the terms of the Agreement through no fault of the AGENCY. In the event of
termination due to the fault of the CITY, the AGENCY .shall be entitled to
payment as defined and limited under the terms of this Agreement, for services
performed to the termination.
19. TERMINATION FOR CONVENIENCE OF THE AGENCY
The AGENCY may terminate this Agreement at any time by a notice in
writing from the AGENCY to the CITY at least three (3) months prior to the
effective date of termination specified in the written notice. If the Agreement is
terminated by the AGENCY as provided herein, the CITY will be reimbursed
only for its expenses as defined and limited by the terms of this Agreement.
. This termination provision shall not apply if the Agreement is terminated due to
the fault of the CITY in which case the terms of Section 17 of this Agreement
shall apply.
20, QUALITY OF PERFORMANCE
The CITY shall judge the adequacy, efficiency and quality of the work
performed by the AGENCY including the sufficiency of records in the end
product of services rendered. If during the course of the Agreement, the
ADA CONTRACT 1999o2000
Resolution No. 3127
Exhibit "A'
L/Legal Agreement/ada'-99}
November 3, 1999
Page 9
services rendered do not meet the desired results, the AGENCY will correct,
'modify, remodel and/or repeat the process as directed by the CITY.
Failure to make the necessary corrections as noted by the CITY shall be
a material 'breach of the Agreement and shall be cause for termination.
21. MODIFICATIONS
Either party may request changes or modifications in the scope of
services, performance or reporting standards to be performed or provided
under this Agreement. Such modifications shall be allowed only if they are
mutually agreed to by and between the AGENCY and the CITY and reduced to
writing, approved by the proper authorities, and incorporated in written
amendments to this Agreement.
22. BID COMPLIANCE
The parties agree and understand that RCW 35.87A.200 requires that
bids are required and must be called for by the business improvement area
whenever the estimated cost of a-public work or improvement including the
'costs of materials, supplies and equipment exceeds the sum of Two Thousand
Five Hundred Dollars ($2,500.00).
23. NOTICES
Written notices, requests, grievances or adjustments to the CITY shall
be directed to:
Planning Director
City of Auburn
25 West Main
Auburn, WA 98001
Written notices, requests, grievances or adjustments to the AGENCY
shall be directed to:
ADA CONTRACT 1999
Resolution No. 3127
Exhibit "A" {ada-W}
November 3, 1999
Page 10
Executive Director
Auburn Downtown Association
10 B Street N.E.
Auburn, WA 98002
Either party receiving a complaint must forward a copy to the other party
within 15 days.
24. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties and
· no statement, promises or inducements made by any party or agent of any
party that is not contained in this written Agreement shall be valid or binding
and this cont'ract may not be enlarged, modified or altered except in writing
signed by the official parties hereto.
CITY OF AUBURN
CHARLES a. BOOTH
MAYOR
ADA CONTRACT 1999-2000
Resolution No. 3127
Exhibit "A" {
L/LegaL Agreement/ada-g9}
November 3, 1999
Page 11
ATTEST:
~Daskam,
City Clerk
APPROVED AS TO FORM:
Michael J. Reynolds,
City Attorney
AUBURN DOWNTOWN
'
TITLE:
TITLE:
ADA CONTRACT 1999
Resolution NO. 3127
'Exhibit "A" {ada-99}
November 3, 1999
Page 12
STATE OF WASHINGTON)
)SS
COUNTY OF KING )
On this ~1-~ "'day of /i, ~J~,t~L--~-, , 1999, before me, the
undersigned, a Notary Public in and for the State of Washington, personally
appeared ~ ~7~-2"' (-~~ ~ ~ and
~Z- ~ ~ ~ , to me known to be the
of AUSURN DOWNTOWN
ASSOCIATION, the non-profit corporation that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and
volunta~ act and deed of said non-profit corporation for the uses and purposes
therein mentioned, and on oath stated that they are authorized to execute said
instrument on behalf of said non-profit corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the date hereinabove set fodh.
~ CO~C~ ~999-2000
L/Legat Ag~eemnt/ada-~}
November 3, 1999
~a~e ~3