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18-005.00 Greater Spokane Inc: Economic Development Svcs 113-00S Agreement for Economic Development Services OVERVIEW OF GSI: GSI works to connect businesses to valuable relationships and resources, drive business and community initiatives to improve our region,and advocate for business with a unified voice. GSI convenes, coordinates,facilitates and leads economic development efforts that: • Drive the creation of a highly skilled workforce that meets the future needs of employers; • Increase the number of jobs; • Grow our residents'average household income; • Support innovation through the creation and growth of entrepreneurship and business start- ups; • Expand area businesses through increased access to information and resources that will lead to greater customer exposure and greater success; and • Improve the fiscal health of our communities through increased commerce leading to increased tax revenues. PURPOSE OF AGREEMENT: The purpose of this AGREEMENT is to memorialize the understanding and intended collaboration between the CITY OF SPOKANE VALLEY(hereinafter referred to as"the JURISDICTION") and GREATER SPOKANE INCORPORATED (hereinafter referred to as "GSI") (collectively referred to as the "PARTIES")to further economic development activities for the JURISDICTION and the Spokane region. As set forth further in Paragraph 6,this AGREEMENT establishes only a collaborative relationship between GSI and JURISDICTION, and GSI is only obligated to the extent the terms of this AGREEMENT provide. The PARTIES acknowledge that this AGREEMENT is intended to promote and support acts relating to economic development as authorized by RCW 35.21.703 and RCW 36.01.085. This AGREEMENT establishes a sequential financial investment in the economic development activities of GSI consisting of: (1) BASE INVESTMENT, (2) ECONOMIC DEVELOPMENT PARTNERSHIP SERVICES, (3)ADDITIONAL INVESTMENT FOR ECONOMIC DEVELOPMENT SERVICES(specific to JURISDICTION),and (4)SPECIAL PROJECTS(benefitting the entire region). JURISDICTIONS that agree to invest with GSI agree to invest in the order of economic development activities listed and further agree to fund the financial requirements of each category before proceeding to the next level of economic development activity. (1) BASE INVESTMENT: The Base Investment is an annual investment amount and recognizes the value of having an organization identified as coordinating economic development activities on behalf of the Jurisdiction and region. It recognizes those activities as; • advocating for a healthy business climate to provide businesses a competitive advantage over other communities, • assisting businesses located in the region with access to new services to enhance their revenues and profits, • advancing the development of a talented workforce, • advocating on behalf of business at the federal,state, and local levels, • supporting entrepreneurs and business startups, • supporting major contributors to the economy, and • communicating the value of the Spokane region to businesses considering expansion or relocation to the Spokane region. The Base Investment supports the costs of Greater Spokane Incorporated associated with performing the above-mentioned functions. Investor Partners can choose their level of investment. Consistent with GSI By-Laws,JURISDICTIONS investing at the Partner Level ($10,250-$24,999/yr) are entitled to : • An Ex-Officio position on the GSI Board of Trustees, • Participation in the Leaders for Economic Prosperity Committee (the "Leaders"group), • Participation in the CEO Exchange, • Invitation to attend the Olympia and DC Fly-ins, • Invitation to exclusive executive events, • Recognition in GSI Media, • Customized Community Visibility, • Onsite GSI Executive Update, • Bi-Weekly CEO E-Newsletter. JURISDICTIONS can also choose higher levels of Base Investment. Those could include the Leaders Level ($25,000-$49,999/yr) and the Visionary Level ($50,000 and up/yr). The level of Base Investment for the JURISDICTION shall be that amount listed in Attachment A, attached hereto and incorporated herein by reference. (2) ECONOMIC DEVELOPMENT PARTNERSHIP SERVICES: The Economic Development Partnership Services("EDPS") constitute the array of economic development activities as defined both in the GSI Strategic Plan and other activities necessary to support businesses operating in the Spokane region and those businesses wishing to expand or relocate to the Spokane region. They are itemized in more detail below under"Scope of Work". The cost of EDPS is based proportionately on the size of the JURISDICTION. The target rate is$0.50 per resident, adjusted annually, and based upon the United States Census Bureau's annual population estimate. For purposes of this calculation,the annual population estimate shall be the US Census Bureau's most recent estimate listed as of October 15t of the current calendar year. For the JURISDICTION,the US Census Bureau's population estimate for the contract period shall be the population listed in Attachment"A". Scope of Work The following activities shall be included in EDPS: • WORKFORCE-Grow education attainment rates, ensuring a talented and competitive workforce pipeline; o Build a robust system of career-connected learning by developing STEM skills and career awareness and exploration,for middle skill and knowledge-based careers in high- demand industries o Increase post-secondary access to credential and degree completion for traditional and non-traditional students o Support the development of a center for health and medical sciences education through advocacy,workforce development, and community capacity building • ADVOCACY-Convene and facilitate a unified voice on behalf of the business community, and to advocate for critical public policy and legislative priorities for the benefit of the regional economy; o Convene, draft, and advocate for legislative priorities at both the federal and state levels on behalf of business o Advocate for critical infrastructure necessary for economic development o Plan and implement a Joint Chambers' Olympia Fly-In to advocate for business priorities for the Spokane region o Plan and implement a Joint Chambers' DC Fly-In to advocate for business priorities for the Spokane region o Advocate for international trade policies that support local business efforts to expand their customer base o Provide access to the GSI Board of Trustees to educate the business community on key city projects and initiatives • BUSINESS STARTUP, RETENTION, & EXPANSION - Provide retention and expansion programs and business services; o Protect, advocate, and support the expansion of the military operations at Fairchild Air Force Base, recognizing it as the largest single-site employer in Eastern Washington o Assist the business community in qualifying for, and obtaining comprehensive contracting opportunities with federal, state, and local government agencies to maintain business growth and expansion o Connect entrepreneurs with resources and community support necessary to launch and grow new businesses o Provide a physical location and appropriate programming to ensure entrepreneur success o Provide information and access to guest speakers to local businesses on international trade issues and opportunities • RECRUIT- Recruit high performance industries that provide significant wage opportunities; o Respond to inbound recruitment opportunities to diversify and enhance the region's overall economic environment • Respond to inbound requests for information regarding the region • Prepare responses to inbound Request for Proposal's (RFP's)from businesses and site selectors o Prepare responses to inquiries from the Washington State Department of Commerce directed to GSI as the designated Associate Development Organization (ADO) o Develop outbound recruitment strategy based on core assets and industries of the market • Grow the region's capacity to serve as a supply chain for the aerospace industry and retain and grow our region's advanced manufacturing base • Enable, support, and promote the creation of a regional hub for bioscience research and business development o Engage directly with site selectors and targeted companies to educate them about the advantages of the Spokane region o Leverage partnerships with local companies to identify companies that would augment or increase buildout of the manufacturing or life sciences supply chain in the region o Enhance the knowledge of the region by participating in and leading local, regional,and national industry association events, and attending networking and educational events. (3) ADDITIONAL INVESTMENT FOR ECONOMIC DEVELOPMENT SERVICES: The JURISDICTION may wish to collaborate and invest with GSI on additional economic development services specific to the JURISDICTION outside the EDPS. Those economic development services shall be mutually agreed upon by the parties and set forth in Attachment B,attached hereto and incorporated herein by reference. Examples may include, but are not limited to, industry gap analysis,workforce studies, or pursuit of specific grant opportunities. (4) SPECIAL PROJECTS: GSI may undertake specific projects or activities to benefit the entire region in which the JURISDICTION seeks to participate. Those projects and activities would be in addition to the terms set forth in this AGREEMENT. Examples include, but are not limited to, public opinion polling, economic development and industry studies, and infrastructure analysis. General Terms for Agreement. 1.Term. This AGREEMENT shall be in full force and effect on January 1, 2018 and shall remain in effect until December 31, 2018. By mutual written consent,the PARTIES may extend the AGREEMENT for up to three additional one-year terms,which will commence on or about January 1st of each year and end on December 31 of that year. Either party may terminate this AGREEMENT for any reason whatsoever upon thirty(30) days written notice. In the event of termination through no fault of GSI,the JURISDICTION agrees to pay GSI for all services performed to the date of the AGREEMENT termination based upon a pro rata breakdown of the monthly monetary compensation as set forth in Attachment A. Provided, however, in the event of any material breach of any provision herein,the JURISDICTION may suspend GSI's provision of any services under the terms of this AGREEMENT upon twenty-four(24) hour notification. During the time frame of any such suspension,the JURISDICTION shall not be liable for the payment of any fees or pro rata portion thereof to GSI. For the purposes of this AGREEMENT, notice shall be deemed effective upon: (i)the day such notices are received when sent by personal delivery, (ii)the third day following the day on which the same have been deposited in the U.S. mail by first class delivery, postage prepaid addressed to the JURISDICTION or to GSI at the address set forth in Attachment A, or(iii)the next business day such notice is sent via e- mail to the e-mail provided for each PARTY in Attachment A. 2. Payment. GSI shall be paid monthly upon presentation of an invoice to JURISDICTION. JURISDICTION agrees to pay GSI within thirty(30) days of the JURISDICTION'S receipt of any reimbursement request. Invoices shall be submitted to the JURISDICTION at the address stated in Attachment A. GSI's reimbursement request is an acknowledgement that services have been rendered or that an advance payment is due and payable pursuant to fulfillment of obligations herein. The frequency of invoicing may be adjusted with the mutual consent of the PARTIES, and as specified herein in Attachment A. 3. Reporting. GSI shall provide a written report of its activities and progress as they pertain to the Scope of Work as set forth under Economic Development Partnership Services (EDPS) on a semi-annual basis. Additionally, GSI shall be available to present such information in persoato the JURISDICTION on approximately the same frequency. The frequency of reporting and presentations may be adjusted with the mutual consent of the PARTIES. The frequency shall be set forth in Attachment A. 4. Compliance with Laws. The PARTIES, in the performance of this AGREEMENT, agree to comply with all applicable federal, state, and local laws and regulations to the extent that they may have any bearing on either party providing services under the terms of this AGREEMENT. 5. Certification Regarding Debarment,Suspension,and Other Responsibility Matters—Primary Covered Transactions: A. By executing this AGREEMENT, GSI certifies to the best of its knowledge and belief,that it: 1. Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Has not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal,state, or local)transaction or contract under a public transaction;violation of federal or state antitrust statutes or commission of embezzlement, theft,forgery, bribery,falsification or destruction of records, making false statements, or receiving stolen property; 3. Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity(federal, state, or local)with commission of any of the offenses enumerated in paragraph (A)(2) of this certification; and 4. Has not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this AGREEMENT. 6. Relationship of the Parties: It is understood, agreed and declared that GSI shall be an independent contractor, and not the agent or employee of JURISDICTION, and JURISDICTION is interested in only the results to be achieved, and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of GSI. Any and all employees who provide services to JURISDICTION under this AGREEMENT shall be deemed employees solely of GSI, and are not entitled to any of the benefits that JURISDICTION provides to employees of JURISDICTION. GSI shall be solely responsible for the conduct and actions of all its agents, employees,servants, subcontractors or otherwise under this AGREEMENT and any liability that may attach thereto. 7. Records: GSI shall make available to JURISDICTION or the Washington State Auditor, or their duly authorized representatives, at any time during its normal operating hours, all records, books or pertinent information which GSI shall have kept in conjunction with this AGREEMENT, and which JURISDICTION may be required by law to make part of its auditing procedures, an audit trail, or which may be required for the purpose of funding the services provided under this AGREEMENT. 8. Insurance: GSI shall furnish and maintain all insurance as required herein and comply with all limits, to s and conditions stipulated therein, at their expense,for the duration of the AGREEMENT. The -+ foil• ing is a list of the required AGREEMENT coverage requirements: • NERAL LIABILITY INSURANCE: GSI shall have Commercial General Liability with limits • $1,c..0,000.00 per occurrence,which includes general aggregate, products, complete. opera' •n, personal injury,fire damage and $5,000.00 medical expenses. ADDITIONA NSURED ENDORSEMENT: General Liability Insurance must state at the JURISDICTION, 's officers,agents and employees, and any other entity spe 'ically required by the provisions oft 's AGREEMENT will be specifically named additional i .ured(s)for all coverage provided b his policy of insurance and shall be fully and co. pletely protected by this policy from all claims. L guage such as the following should be us:• "[Name of JURISDICTION], it's Officers,Agents and Em loyees,are named as an Additional sured with respect to this MEMORANDUM OF AGREEM T between Greater Spokane I orporated and [Name of JURISDICTION]." PD WORKERS' COMPENSATION: If GSI ha ‘employees, it s'.II show proof of Workers' Compensation coverage by providing its`S ate Indus ial Account Identification Number. Provision of this number will be GSI's assur. ice t..t coverage is in effect. PROFESSIONAL LIABILITY INSURANCE: GSI sh I • ovide errors&omissions coverage in the form of Professional Liability Coverage in the mi-imum a• ount of$1,000,000.00. Any exclusion to GSI's insurance policies that ►.y restrict cover.:e required in the AGREEMENT's insurance requirements must be pre-appro •d by the Risk Manag- ent Officer of JURISDICTION. GSI's insurer shall have a minimum A.M. Best's ating of A-VII and shall be ensed to do business in the State of Washington. Evidence of such insur-nce shall consist of a completed ••py of the certificate of insurance,signed by the insurance a:ent for GSI and a copy of any require. -ndorsement(s) and returned to JURISDICTION. The i .urance policy or policies will not be canceleo materially changed or altered without forty-five (45) •.ys prior notice to JURISDICTION. The policy sha be endorsed and the certificate shall reflect that J•RISDICTION is named as an additional insured on the k SI's general liability policy with respect to acti sties under the AGREEMENT. The policy shall provide and t,e certificate shall reflect that the insura e afforded applies separately to each insured against whom clai• is made or suit is brought exce• with respect to the limits of the company's liability. The policy shall •e endorsed and the certificate shall reflect that the insurance afforded there• shall be primary ins .nce and any insurance or self-insurance carried by JURISDICTION shall be excess a • not contribute insurance to that provided by GSI. GSI s-all provide Certificate(s) of Insurance, meeting the requirements set forth herein, to JURISDICTION within 30 days of the execution of this AGREEMENT. -'lure o GSI to fully comply with the insurance requirements set for eirrrci ring the term of the AGREEME , -:- a. terial br EEMENT and cause for immediate termination of AGREEMENT a RtS CTION's discretion. GPD Providi erage in the above amounts shall not be construed to relieve GSI from liability in excess • such amounts. 9. Assignment: Neither PARTY shall assign,transfer, nor delegate any or all of the responsibilities of this AGREEMENT or the benefits received hereunder without first obtaining the written consent of the other PARTY; provided, however,that this provision shall not be interpreted to restrict GSI's right to contract out with other entities to fulfill the services set forth in this AGREEMENT. 10. Confidentiality: By the nature of its mission and work outlined under Section 2 (Economic Development Partnership Services), Section 3 (Additional Investment for Economic Development Services), and Section 4 (Special Projects), GSI routinely discusses and has access to the confidential information of persons not party to this Agreement("Third-Party"), including existing area businesses, potential new businesses, and area development project coordinators. As a result, GSI is often subject to the terms of non-disclosure/non-use agreements in carrying out its work. Accordingly, all such information, whether subject to a non-disclosure agreement or not,shall at all times be proprietary and the confidential information of GSI. Such information shall not be disclosed to any party, including without limitation,JURISDICTION,without the appropriate consent of the Third-Party and at the discretion of GSI. GSI may,from time to time, receive information from JURISDICTION, which is considered by JURISDICTION to be confidential and exempt from the applicable public disclosure laws. GSI shall not disclose such information without the prior express written consent of JURISDICTION or upon order of a court of competent jurisdiction. The PARTIES agree public records as defined in chapter 42.56 RCW are subject to viewing and copying upon request unless exempt from disclosure under the Public Records Act. JURISDICTION's promises of confidentiality cannot override its obligations under the Public Disclosure Act. Accordingly, in the event of receipt of a public records request for a document which was received by the JURISDICTION under this AGREEMENT, the JURISDICTION agrees to provide GSI with a copy of the public records request and its proposed response,taking into consideration the exemptions allowed under the Public Records Act and allow GSI a ten (10) day time frame to seek judicial relief to prevent disclosure. 11. Entire Agreement: This AGREEMENT constitutes the entire and complete agreement between the PARTIES and supersedes any prior oral or written agreements. No modification or amendment of this AGREEMENT shall be valid until the same is reduced to writing and executed with the same formalities as this present AGREEMENT. 12. Jurisdiction and Venue: This AGREEMENT is entered into in Spokane County,Washington and Washington law shall apply. Disputes between JURISDICTION and GSI shall be resolved in the Superior Court of the State of Washington in Spokane County. 13. Cost and Attorney's Fees: The PARTIES hereby expressly agree that in the event of litigation or other action brought to enforce the terms of the AGREEMENT, each party agrees to bear its own attorney's fees and costs. 14. No Exclusivity: This AGREEMENT is not an exclusive services agreement. GSI may take on other professional assignments while completing the work elements/tasks set forth herein. 15. Payment of Taxes: This AGREEMENT is for the employment of GSI as an independent contractor. GSI holds itself out as an independent contractor. GSI shall be solely responsible for paying any and all taxes associated with its business as related to this AGREEMENT. 16. Anti-kickback: No officer or employee of JURISDICTION, having the power or duty to perform an official act or action related to this AGREEMENT shall have or acquire any interest in this AGREEMENT, or have solicited, accepted, or granted a present or future gift,favor,service or other thing of value from any person with an interest in this AGREEMENT. 17. Business Registration: GSI shall be responsible for contacting the State of Washington Business License Services at http://bls.dor.wa.gov or 1-800-451-7985 to obtain a business registration. If GSI does not believe it is required to obtain a business registration, it may contact the JURISDICTION to request an exemption status determination. 18. Severability: If any section,sentence,clause or phrase of this AGREEMENT should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this AGREEMENT. If at any time during the term Agreement, applicable state or federal statutes or regulations are amended, revised, or interpreted in such a manner as to require modification of the terms and conditions of this Agreement,this Agreement shall be deemed to be automatically amended to conform to the requirements of such statutes and regulations. 19. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed original, and such counterparts together shall constitute one instrument. 20. No Waiver. The failure of a party to object to or take affirmative action with respect to any conduct of another party which is in violation of the provisions of this Agreement shall not be construed as a waiver of that violation or any future violations of the provisions of this Agreement. 21. Attachments: Attachments attached and incorporated into this AGREEMENT are: 1. Attachment"A", 2. Attachment"B" (if applicable), and 3. Insurance Certificates. IN WITNESS WHEREOF,the PARTIES have caused this AGREEMENT to be executed on date and year opposite their respective signatures. SPOKANE REGIONAL CHAMBER OF COMMERCE CITY OF SPOKANE VALLEY &ECONOMIC DEVELOPMENT COUNCIL DBA GREATER SPOKANE INCORPORATED fir ../1... 4 /2A/02°17 By ( aJJi&t* Signature Date Signature Date —76-DD NMe.E Mark Cc (kouit Type or Print Name Type or Print Name Title Title Attest: / Approved As To Form: C clerk City At r ey ATTACHMENT A City of Spokane Valley Population Calculation: Via US Census Bureau (latest as of November, 2017) 96,340 Fees: Base Investment $10,250.00 Economic Development Partnership Services (EDPS) The PARTIES acknowledge and aspire to eventually reach a goal of utilizing a rate of $0.50 per resident as a basis for payment under this funding category but recognize the ability to do so must be balanced against other budgetary considerations faced by the City each budget cycle. For the term of this AGREEMENT,the City of Spokane Valley agrees to utilize the following formula: Use 96,340 x$0.34=$32,750.00 $32,750.00 TOTAL ANNUAL FEE $43,000.00 Notices: All notices or other communications shall utilize the addresses set forth below for the PARTIES: GREATER SPOKANE INCORPORATED: CITY OF SPOKANE VALLEY: Todd Mielke Mark Calhoun Chief Executive Officer City Manager Greater Spokane Incorporated City of Spokane Valley 801 W Riverside,Suite 100 10210 E. Sprague Avenue Spokane, WA 99201 Spokane Valley, WA 99206 E-Mail Address: E-Mail Address: tmielke@greaterspokane.org mcalhoun@spokanevalley.org Invoicing Frequency: (if other than that set forth in the AGREEMENT). Reporting Frequency: (if other than that set forth in the AGREEMENT). The frequency of reporting and presentations shall be annually towards the end of the calendar year. Informal update meetings shall occur every 30-45 days.