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HomeMy WebLinkAbout2715 ,„ Cie 1 /46 RESOLUTION NO 2 7 1 5 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK OF THE CITY 4 OF AUBURN TO EXECUTE A CONTRACT WITH THE AUBURN DOWNTOWN 5 ASSOCIATION, A NON-PROFIT ORGANIZATION, TO ADMINISTER THE OPERATION OF THE BUSINESS IMPROVEMENT AREA 6 7 WHEREAS, City of Auburn Ordinance No 4686 approved June 8 21, 1994 , ratified and confirmed Ordinance No 4293 ; and 9 WHEREAS, City of Auburn Ordinance No 4293 approved July 10 5, 1988 , established the Auburn Central Business District 11 Parking and Business Improvement Area; and 12 WHEREAS, Section 4 of Ordinance No 4293 provides that 13 the City shall enter into a contract with the Auburn Chamber 14 of Commerce or similar business association to administer the 15 operation of the ADA; and 16 WHEREAS, the City desires to enter into a new agreement 17 with the Auburn Downtown Association to provide for ADA 18 administration for the next year; 19 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, 20 WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH 21 RESOLVES AS FOLLOWS 22 Section The Mayor and City Clerk of the City of 23 Auburn, Washington, are herewith authorized to execute a 24 contract with the Auburn Downtown Association to administer 25 26 Resolution No 2715 July 9, 1996 Page 1 1 the operation of the Auburn Central Business District Parking 2 and Business Improvement Area, the term of the contract from 3 August 5, 1996 through June 30, 1997 The Agreement is 4 attached, designated Exhibit "A" and incorporated by reference 5 in this Resolution 6 Section 2 The Mayor is hereby authorized to implement 7 such administrative procedures as may be necessary to carry 8 out the directives of this legislation 9 DATED and SIGNED this 5th day of August, 1996 10 11 CITY OF AUBURN 12 13 C-10A411s C -ti 14 CHARLES A BOOTH MAYOR 15 16 ATTEST 17 18 leg da 111 c/�(.c{ X� Robin Wohlhueter, 19 City Clerk 20 21 APPROVED AS TO FORM 22 "23 I "° 21( )" Michael J Reynolds, 24 City Attorney 25 26 Resolution No 2715 July 9, 1996 Page 2 ORIGINAL AGENCY SERVICE AGREEMENT THIS AGREEMENT is made and entered into this ...57 day of , 1996 , by and between the CITY OF AUBURN, a municipal corporation in the State of Washington, herein ref-. red 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 Agency Service Agreement-ADA/BIA 1996 July9, 1996 Resolution No 2715 Exhibit "A" Page 1 (Contrc96) 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 (EIA) 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 Agency Service Agreement-ADA/BIA 1996 July 9, 1996 Resolution No. 2715 Exhibit "A" Page 2 (contrc96) 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 June 1st 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 from August 5 „ 1996 through June 30, 1997 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 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 Agency Service Agreement-ADABIA 1996 July 9, 1996 Resolution No. 2715 Exhibit "A Page 3 (Contrc96) 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 7 . 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 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 Agency Service Agreement-ADABIA 1996 July 9, 1996 Resolution No. 2715 Exhibit "A" Page 4 (Contrc96) I/ 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 8 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 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 9 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 Agency Service Agreement-ADABIA 1996 July 9, 1996 Resolution No. 2715 Exhibit "A" Page 5 (Contrc96) 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 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 10 . 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 11 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 Agency Service Agreement-ADA/BIA 1996 July 9, 1996 Resolution No. 2715 Exhibit "A" Page 6 (Contrc96) 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 12 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 13 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 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 Agency Service Agreement-ADAIBIA 1996 July 9, 1996 Resolution No. 2715 Exhibit "A Page 7 (contrc96) 14 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 15 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 16 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 termination 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 17 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 18 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 Agency Service Agreement-ADABIA 1996 July 9, 1996 Resolution No. 2715 Exhibit "A Page 8 (Contrc96) 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 19 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 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 20 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 21 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) 22 . NOTICES Written notices, requests, grievances or adjustments to the CITY shall be directed to Agency Service Agreement-ADABIA 1996 July 9, 1996 Resolution No. 2715 Exhibit "A Page 9 (Contrc9) Planning Director City of Auburn 25 West Main Auburn, WA 98001 Written notices, requests, grievances or adjustments to the AGENCY shall be directed to 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 23 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 contract may not be enlarged, modified or altered except in writing signed by the official parties hereto CITY OF AUBURN CaesOC J CHARLES A BOOTH MAYOR Agency Service Agreement-ADA/BIA 1996 July 9, 1996 Resolution No. 2715 Exhibit "A" Page 10 (Contrc96) ATTEST E694 rY Robin Wohlhueter, City Clerk APPROVED AS TO FORM Michael J Reynolds, City Attorney AUBURN DOWNTOWN ASSOCIATION By Title By Title Agency Service Agreement-ADA/BIA 1996 July 9, 1996 Resolution No. 2715 Exhibit "A" Page 11 (Contrc96) . A4)011111. CERTIFICAT • .OF INSURANCE , o/0 6 . 1 1/9 PRODUCER THIS CERTIFICATE IS ISSU AS A MATTER OF INFORMATION BELL-ANDERSON AGENCY INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 724 WEST SMITH ST ALTER THE COVERAGE AFFORDED BY THE-POLICES BELOW. PO BOX 887 COMPANIES AFFORDING COVERAGE KENT WA 98035-0887 COMPANY A AMERICAN STATES INS . INSURED COMPANY AUBURN DOWNTOWN ASSOCIATION B COMPANY 10 B ST NE C AUBURN WA 98002 COMPANY • D CQYGS THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO AU.THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LTR DATE(MMOD/TY) DATE(MM/ODNY) onieuu.L1Amm 01CD632753 7/05/96 7/05/97 GENERAL AGGREGATE $1, 000 , 000 ©COMMERCIAL GENERAL LABILITY PRODUCTS COMP/OP AGG s 1, 0 0 0, 0 0 0 ®■ CLAIMS MADE X OCCUR PERSONAL&ADV INJURY 41, 0 0 0, 0 0 0 ■ OWNERS&CONTRACTORS PROT EACH OCCURRENCE $1, 000, 000 ■ FIRE DAMAGE(My or*Ire) $ 50, 000 _ MED EXP(Any one Anon) $ 5, 000 AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT I ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (P.r Aram) HIRED AUTOS NON-OWNED AUTOS BODILY INJURY PROPERTY DAMAGE i GARAGE LIABILITY AUTO ONLY EA ACCIDENT i ■ANY AUTO OTHER THAN AUTO ONLY: ■ - EACH ACCIDENT $ AGGREGATE $ EXCESS LIASUTY EACH OCCURRENCE j ■UMBRELLA FORM AGGREGATE i OTHER THAN UMBRELLA FORM WORKERS COMPENSATION Me STATUTORY LIMITS EMPLOYERS'LIABILITY EACH ACCIDENT s THE PROPRIETONA DISEASE POLICY LIMIT i PARTNERS'EXECUTIVE OFFICERS ARE EXCL DISEASE EACH EMPLOYEE I OTHER DESCRIPTION OF OPERATONSILOCATKIN&NEMKXE&IPECJAL ITEMS CERTIFICATE HOLDER IS ADDITIONAL INSURED WITH REGARD TO THE NAMED INSUREDS PARTICIPATION IN THE FARMERS MARKET CERTIFICATE-; 101DER :tANCELLATIQN- "" ... . •• SHOULD AMY OF THE ABOVE DESCRIBED POLICES BE FaNCEI IPn BEFORE THE CITY OF AUBURN EXPIRATION DATE TIEREDF, THE ISSUWG_CO11MPANY WILL ENDEAVOR TO MAL 10 B STREET NE .1.1.1.11_y DAYS wRnEN NOTICE TO TILE CERTSiC11TE HOLDER NAMED TO THE LEFT, AUBURN WA 98002 Bun FA/LURE TD HAIL auDH NOTICE SHALL SPOSE NO 1SLICATION OR LIABILITY OF ANY KIND UPON THE COMP ITS ACID7t OR REPRESENTA AUTIWRDZD REPRESENTATIVE X /, ;I- J/ I • ', Ruth Hubbard/�/1 7? 2Z[ /$3/(i•ACOR0::Is •1343} • f . • .. �ACORG::CGRPORASION::TY83 otygf CHARLES A.BOOTH,MAYOR 'y! AUBURN CITY CLERK Daruelle Daskam,City Clerk 25 West Main, Auburn,WA 98001 Cathy Richardson, Deputy City Clerk AlibUrn City Clerk:(253)931-3039 Tamie Bothell,Records/License Clerk Business Registration:(253)931-3007 Fax:(253)288-3132 ...ar<ot shing,t STATE OF WASHINGTON) ) ss. COUNTY OF KING I, Danielle Daskam, the duly appointed, qualified City Clerk of the City of Auburn, a Municipal Corporation and Code City, situate in the County of King, State of Washington, do hereby certify that the foregoing is a full, true and correct copy of Resolution No 2715 of the resolutions of the City of Auburn, entitled "RESOLUTION NO 2715 " I certify that said Resolution No 2715 was duly passed by the Council and approved by the Mayor of the said City of Auburn on the 5th day of August, 1996 Witness my hand and the seal of the City of Auburn this 15th day of April, 1999 e, adapt-2 Da elle Daskam, City Clerk City,of Auburn