HomeMy WebLinkAboutEconomic Development Corporation - Agrmt to Hiring a Corporate Locations CoordinatorRECEIV ED RECEIVED
AGREEMENT BETWEEN THE CITY OF FRESNO AND THE
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between the CITY OF FRESNO, a municipal corporation ("ClTY"), and ECONOMIC
DEVELOPMENT CORPORATTON SERVTNG FRESNO COUNTy (.EDC").
WHEREAS, the CITY recognizes the importance of a balanced and diversified economy
as one of its most important priorities for ensuring the future well-being of the citizens of
Fresno; and
WHEREAS, the CITY is committed to the attainment of its economic development and
customer service goals related to the location of new businesses to ensure the
economic vitality of the CITY; and
WHEREAS, the CITY recognizes that market competitive economic development
services require a collaborative partnership of local economic development agencies to
gain market visibility, and ultimately, to create jobs; and
WHEREAS, the EDC continues to maintain regional, national, and international
marketing and promotional efforts to attract the location and expansion of businesses
and industries in all of the communities within Fresno County, while also providing
technical assistance to its member agencies; and
WHEREAS, the State of California ("STATE") has designated the EDC as its regional
contact and referral point for businesses and industries that contact the STATE while
seeking a location for new or expanded facilities; and
WHEREAS, the CITY desires to secure such services, and allocates funds to the EDC
for the purpose of hiring a corporate locations coordinator to be jointly funded with the
City of Clovis and to assist in implementing and administering certain local economic
development activities such as advocacy, marketing and promotion, and technical
support for the City of Fresno and City of Clovis through the EDC in business attraction
goals to create ongoing employment opportunities for both cities' residents; and
WHEREAS, the EDC recognizes that the generation of leads, qualifying those leads,
and facilitating site visits of qualified prospects are important steps in a successful job
creation program; and
WHEREAS, the EDC has the organization, facilities, and expertise to carry out such
economic development services as both an individual contributor and a team member,
in accordance with the purpose of this Agreement;
NOW, THEREFORE, BE lT RESOLVED that the CITY and the EDC agree as follows:
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A. Fresno Corporate Locations Coordinator GOALS
1. BUSINESS ATTRAcTtoN AND pRoMofloN: The EDC agrees
to hire a corporate location coordinator in conjunction with the City of Clovis to
assist the CITY in promoting the CITY's economic growth by providing the
following services to the CITY and its prospects, with the purpose of facili[ating
the creation of jobs via outside recruitment of businesses and industry:
a. The EDC agrees to provide a designated Corporate Location
Coordinator ("CLC") as an EDC staff member to respond to business
attraction leads to insure CITY participation;
b. The CLC will provide general information, and when appropriate, site
specific information, to business and industrial representatives not
currently located in the CITY for the purpose of recruiting new
businesses and industries to the ClTy;
c. The EDC will participate in trade shows with the CITY and/or
represent City based upon mutual agreement as to the number of
trade shows and participation;
d. EDC will create an economic profile for the CITY and update
demographic information ;
e. The CLC will serve as a distribution point for CITY economic
development materials;
f. The CLC will assist the CITY in the implementation of its desired
commercial expansion, and help attract industrial and value added
manufacturers pursuant to CITY's Strategic Plan for Economic
Development; and
g. The CLC will assist the CITY in marketing identified industrial parks
or industrial areas to new clients. The CLC and additional EDC staffwill be responsible for maintaining current information regarding
industrial parks or areas using the EDC's "Fresno County Cities" self-
management portal. Login information and training will be provided
by the EDC.
2. TEAM CONTRIBUTION TO JOB CREATION: ln a concerted effort
to function as a truly integrated economic development team, the EDC by and
through its CLC for the City of Fresno and City of Clovis will at a minimum:
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a. Bring the CITY into the site selection or placement process whenever
a prospect has identified a preference for a CITY location and has
not indicated they do not want CITY participation;
b. Quickly and professionally pass qualified leads to the CITY as soon
as their preference for a CITY location becomes apparent, thereby
furthering collaborative economic development efforts, and
increasing success in the attainment of the team job creation goals;
c. Director of Corporate Locations and CLC will meet or conduct at a
minimum, a bi-monthly telephone conference with the clry
Economic Development Director; and
d. Meet at least monthly with the PresidenUCEO, Director of Corporate
Locations, and Fresno/Clovis CLC to discuss corporate leads for
attraction or expansion and any other economic development
matters.
3. PERFORMANGE: To quantify results of the economic
development effort and to justify the expenditure of public funds but also keeping
client confidentiality, the EDC and the CLC position will track and report quarterly
to the City the following information (See Exhibit "8"):
a. lnformation regarding site selection inquiries received by the EDC;
b. lnformation regarding site selection inquiries the CLC responded to
on behalf of the CITY;
c. lnformation regarding site selection inquiries that requested
additional information and/or showed interest in the ClTy;
d. lnformation regarding site selection inquiries that resulted in a CITY
site visit by a site selector, consultant or company;
e. The results from any sites selection visit or visits, by a site selector,
consultant, or company;
f. The estimated job creation, name of the company and contact from
any successful site selection process;
when participating in any trade show or economic development related
conference, the CLC, will track and report to the CITY, any and all contacts and
leads that show or indicate-direct interest in locating to Fresno
TERM
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The term of this Agreement shall commence on July 1,2014 and end June 30,2015,
regardless of the date in which this Agreement is executed by both parlies. lt shall be
subject to funds being appropriated in an amount identified within the CITY's budget.
III. TERMINATION
Either party shall have the right to terminate this Agreement upon thirty (30) days'
written notice thereof being served to the other party.
ln the event this Agreement is terminated by the CITY for its convenience, EDC shall be
paid an amount which bears the same ratio to the total compensation as the services
actually performed bear to the total services of the EDC covered by this Agreement, as
determined by CITY, less any payments from compen ion previously made. ln no
event shall CITY be liable for any funding obligation pay e by the City of Clovis to the
EDC for its share of funding the CLC positi
IV. PAYMENT
For performance of the services describe bove, the CITY agrees to pay
the EDC the sum of $49,750.00, to be pai, arterly installments at the end
of each quarter, with the quarter commencing 1,2014. The EDC shall submit an
invoice, along with the corresponding report on performance, to the CITY within 30 days
before the end of each Quarter.
No funds paid by the CITY shall be used directly or indirectly for lobbying or political
activity.
V. INSURANCE
Throughout the life of this Agreement, the EDC shall pay for and maintain in full force
and effect all policies of insurance required herein with an insurance company(ies)
either (i) admitted by the California lnsurance Commissioner to do business in the State
of California and rated not less than "A-Vll" in Best's lnsurance Rating Guide; or (ii) as
may be authorized, in writing, by the CITY's Risk Manager or his/her designee at any
time and in his/her sole discretion. The required policies of insurance as stated herein
shall maintain limits of liability of not less than those amounts stated. However, the
insurance limits available to CITY, its officers, officials, employees, agents and
volunteers as additional insureds, shall be the greater of the minimum limits specified
therein or the full limit of any insurance proceeds to the named insured. The following
policies of insurance are required:
(1) COMMERCIA GENERAL LIABILITY ("CGL") insurance which shall be at
least as broad as the most current version of lnsurance Services Office (lSO)
Commercial General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The CGL shall be written on an occurrence
form and shall provide coverage, bodily injury property damage and personal
advertising injury with coverage for premises and operations (including the use of
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owned and non-owned equipment), products and completed operations and contractual
liability (including, without limitation, indemnity obligations under the Agreement) with
limits of liability of not less than the following:
(a) $1,000,000 per occurrence for bodily injury and properly damage;(b) $1,000,000 per occurrence for personal and advertising injury;(c) $2,000,000 aggregate for products and completed operations.(d) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
(2) COMMERCIAL AUTOMOBILE LIABILITY ("CAL") insurance which shall
be at least as broad as the most current version of ISO Commercial Auto Coverage
Form CA 00 01, providing liability coverage arising out of the ownership, maintenance
or use of automobiles in the course of your business operations. The CAL policy shall
be written on an occurrence form and shall provide coverage for all owned, hired, and
non-owned automobiles or other licensed vehicles (Code 1 - Any Auto) with combined
single limits of liability of not less than $1,000,000 per accident for bodily injury and
property damage.
(3) PROFESSIONAL LIABILITY insurance (Errors and Omissions):
(a) $1,000,000 per claim/occurrence; and(b) $2,000,000 policy aggregate.
(4) WORKERS' COMPENSATION insurance as required by the State of
California with statutory limits.
(5) Employer's Liability lnsurance with limits of liability of not less than:
(a) $1,000,000 each accident for bodily injury;(b) $1,000.000 disease policy limit; and,(c) $1,000,000 disease each employee.
(6) UMBRELLA OR EXCESS POLICIES - ln the event EDC purchases an
Umbrella or Excess insurance policy(ies) to meet the minimum limits of insurance set
forth above, this insurance policy(ies) shall "follow form" and afford no less coverage
than the primary insurance policy(ies) Any excess insurance policy(ies) shall contain a
provision that such coverage shall also apply on a primary and noncontributory basis for
the benefit of CITY, its officers, officials, employees, agents and volunteers.
VI. ENDORSEMENTS
(1) All policies of insurance required herein shall be endorsed to provide that
the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits
except after thirty (30) calendar days written notice, certified mail, return receipt
requested, has been given to CITY. EDC is also responsible for providing written notice
to CITY under the same terms and conditions. Upon issuance by the insurer, broker or
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agent of a notice of cancellation, non-renewal or reduction in coverage or in limits, EDC
shall furnish CITY with a new certificate and applicable endorsements for such
policy(ies). ln the event any policies are due to expire during the term of this
Agreement, EDC shall provide a new certificate and applicable endorsements,
evidencing renewal of such policy not less than fifteen (15) calendar days prior to the
expiration date of the expiring policy(ies).
(2) The CGL and CAL insurance policies shall name CITY, its officers,
officials, agents, employees and volunteers as an additional insureds. EDC shall
establish additional insured status for the City and for all ongoing and completed
operations by use of ISO Form CG 20 10 1 1 85 or both CG 20 10 10 01 and
CG 20 37 10 01 or by an executed manuscript insurance company endorsement
providing additional insured status as broad as that contained in ISO Form
cG20 10 11 85.
(3) For any claims related to this Agreement, EDC's insurance coverage shall
be primary insurance with respect to the CITY, its officers, officials, employees, agents
and volunteers. Any insurance or self-insurance maintained by the CITY, its officers,
officials, employees, agents and volunteers shall be excess of EDC'S insurance and
shall not contribute with it. EDC and any subcontractor shall establish primary and non-
contributory status by using ISO Form CG20 01 0413 or by an executed manuscript
insurance company endorsement that provides primary and non-contributory status as
broad as that contained in ISO Form CG 20 01 04 13.
(4) The coverage shall contain no special limitations on the scope of
protection afforded to CITY, its officers, officials, employees, agents and volunteers.
Any available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional lnsured.
(5) The Workers' Compensation insurance policy shall contain or be endorsed
to contain a waiver of subrogation as to CITY, its officers, officials, agents, employees
and volunteers.
VII. CLAIMS.MADE POLICIES
lf any coverage required is written on a claims-made coverage form:
(1) The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by EDC.
(2) lnsurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the work or following the
termination of this Agreement, whichever occurs first.
(3) lf coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date of the
Agreement, or work commencement date, EDC must purchase "extended reporting"
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period coverage for a minimum of five (5) years after completion of the work or
termination of the Agreement, whichever occurs first.
(4) A copy of the claims reporting requirements must be submitted to CITY for
review.(5) These requirements shall survive termination or expiration of this
Agreement.
VIII PROVIDING OF DOCUMENTS
EDC shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required herein. All certificates and applicable endorsements are to be
received and approved by the CITY's Risk Manager or his/her designee prior to CITY's
execution of the Agreement and before work commences. All non-lSO endorsements
amending policy coverage shall be executed by a licensed and authorized agent orbroker. Upon request of CITY, EDC shall immediately furnish CITY with a complete
copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the undenryriter to be a true and correct copy
of the original policy. This requirement shall survive expiration or termination of this
Agreement. All subcontractors working under the direction of EDC shall also be
required to provide all documents noted herein.
IX. MAINTENANCE OF COVERAGE
lf at any time during the life of the Agreement or any extension, EDC or any of its
subcontractors fail to maintain the required insurance in full force and effect, all services
and work under this Agreement shall be discontinued immediately, and all payments
due or that become due to EDC shall be withheld until written notice is received by ClTy
that the required insurance has been restored to full force and effect and that the
premiums therefore have been paid for a period satisfactory to CITY. Any failure to
maintain the required insurance shall be sufficient cause for CITY to terminate this
Agreement. No action taken by CITY herein shall in any way relieve EDC of its
responsibilities under this Agreement. The phrase "fail to maintain any required
insurance" shall include, without limitation, notification received by CITY that an insurer
has commenced proceedings, or has had proceedings commenced against it, indicating
that the insurer is insolvent.
The fact that insurance is obtained by EDC shall not be deemed to release or diminish
the liability of EDC, including, without limitation, liability under the indemnity provisions
of this Agreement. The duty to indemnify the CITY shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do no act
as a limitation upon the amount of indemnification to be provided by EDC. Approval or
purchase of any insurance contracts or policies shall in no way relieve from liability nor
limit the liability of EDC, its principals, officers, agents, employees, persons under the
supervision of EDC, vendors, suppliers, invitees, consultants, sub-consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
X. SUBCONTRACTORS
lf EDC should subcontract all or any portion of the services and work to be performed
under this Agreement, EDC shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein and EDC shall ensure that CITY,
its officers, officials, employees, agents and volunteers are additional insureds. The
subcontractors" certificates and applicable endorsements shall be on file with EDC and
CITY prior to the commencement of any services and work by the subcontractor.
XI. INDEMNIFICATION:
EDC shall indemnify, hold harmless, and defend CITY, its officers, agents, and
employees, from all claims for money, damages, or other relief arising in any form from
the performance of this Agreement by EDC, its officers, agents, or employees. EDC's
obligations under the preceding sentence shall apply regardless of whether the City or
any of its officers, officials, employees, agents or volunteers are passively negligent, but
shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages
caused by the active or sole negligence, or willful misconduct, of the City or any of its
officers, officials, employees, agents or authorized volunteers. EDC shall take out and
maintain for the full term of this agreement liability insurance providing protection for
personal injury, wrongful death, and property damage; such insurance to be in amounts
and issued by carriers acceptable to CITY. EDC shall provide CITY with a Certificate of
lnsurance evidencing such coverage.
XII. REPORTING AND AUDIT
ln addition to the records listed above, the EDC will maintain records, books and
accounts in accord with generally accepted accounting practices. ln addition to periodic
reports to the City Manager, the EDC will submit quarterly status reports to the City
Manager, detailing the progress of the EDC's activities, and will provide a workshop
presentation upon request.
As part of the annual financial audit of the books and records of EDC by the EDC's
independent auditor, the audit shall include tests for compliance with this Agreement.
These tests shall be performed in conformance with generally accepted auditing
standards. The auditor shall prepare a separate written report on the compliance with
the provisions of this Agreement. CITY reserves the right to review and copy, during
normal business hours, the books and records of EDC's expenditures which are related
to the programs required by the provisions of this Agreement.
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XIII. CONFLICT OF INTEREST
Prior to CITY's execution of this Agreement, EDC shall complete a City of Fresno
Conflict of lnterest Disclosure Statement. Said Statement is attached hereto as "Exhibit
A" and incorporated herein by reference. During the term of this Agreement, EDC shall
have the obligation and duty to immediately notify CITY in writing of any change to the
information provided by EDC on Exhibit A.
EDC shall comply, and require any of its subcontractors to comply, with all laws and
regulations including, without limitation, conflict of interest laws, such as Government
Code 1090 et. seq., the California Political Reform Act (Government Code Section
87100 et. seq.) and the regulations of the Fair Political Practices Commission
concerning disclosure and disqualification (2 California Code of Regulations Section
18700 et. seq.). At any time, upon written request of the CITY, EDC shall provide a
written opinion of its legal counsel and that of any subcontractor that, after a due diligent
inquiry, EDC and the respective subcontractor(s) are in full compliance with all laws and
regulations. EDC shall take, and require any subcontractors to take, reasonable steps
to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise
to the appearance of a conflict of interest, EDC shall immediately notify the CITY of
these facts in writing.
EDC represents and warrants that it has not paid or agreed to pay any compensation,
contingent or othenryise, direct or indirect, to solicit or procure this Agreement or any
rig hts/benefits hereunder.
Neither EDC nor any of EDC's subcontractors performing any work on this program,
shall bid for, assist anyone in the preparation of a bid for, or perform any work pursuant
to, any other contract in connection with this program. EDC and any of its
subcontractors shall have no interest, direct or indirect, in any other contract in
connection with this program unless such interest is fully disclosed to and approved by
CITY, in advance and in writing.
XIV. COMPLIANCEWITHGOVERNMENTAL REGULATIONS
EDC represents that it shall, at its sole cost and expense, comply with all applicable
municipal, county, state and federal requirements now in force pertaining to any and all
activities contemplated under this Agreement including any legal limitations placed upon
the EDC as a result of the source of funds received by the EDC under this Agreement.
XV. SUBCONTRACTS
EDC shall not enter into subcontracts in the amount of Ten Thousand Dollars
($10,000.00) or more, for any work contemplated under this Agreement without first
obtaining CITY's written approval.
XVI. ASSIGNMENT
Without CITY's prior written consent, this Agreement is not assignable by EDC, either in
whole or in paft.
XVII. SUCCESSORS AND ASSIGNS
The terms, conditions and provisions herein contained shall apply to and bind the
successors, executors, administrators and assigns of all the parties hereto.
xvilt. NoTrcEs
All notices and communications to be given to either party may be given in writing,
depositing the same in the United States nail, postage prepaid, and addressed to thê
appropriate party as follows:
To EDC:
Lee Ann Eager, PresidenVCEO
PO Box 1552
Fresno, CA 93716
XIX. ATTORNEY'S FEES
To CITY:
Bruce Rudd, City Manager
2600 Fresno Street
Fresno, CA93721
lf either party is required to commence any proceeding or legal action to enforce or
interpret any term, covenant or condition of this Agreement, the prevailing party in such
proceeding or action shall be entitled to recover from the other party its reasonable
attorney's fees and legal expenses in addition to any other relief to which such party
may be entitled.
XX. INDEPENDENT CONTRACTOR STATUS
ln the furnishing of the services provided for herein, EDC and the CLC are acting solely
as an independent contractor. Neither EDC, nor any of its officers, agents or
employees, including the CLC, shall be deemed an officer, agent, employee, joint
venturer, partner or associate of City for any purpose. City shall have no right to control
or supervise or direct the manner or method by which EDC or the CLC shall perform its
work and functions. However, City shall retain the right to administer this AGREEMENT
so as to verify that EDC is performing its obligations in accordance with the terms and
conditions hereof.
This AGREEMENT does not evidence a partnership or joint venture between EDC and
City. EDC shall have no authority to bind City absent City's express written consent.
Except to the extent othen¡rise provided in this AGREEMENT, EDC shall bear its own
costs and expenses in pursuit thereof.
Because of its status as an independent contractor, EDC and its officers, agents and
employees shall have absolutely no right to employment rights and benefits available to
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City employees. EDC shall be solely liable and responsible for all payroll and tax
withholding and for providing to, or on behalf of, its employees all employee benefits
including, without limitation, health, welfare and retirement benefits. ln addition,
together with its other obligations under this AGREEMENT, EDC shall be solely
responsible, indemnify, defend and save City harmless from all matters relating to
employment and tax withholding for and payment of EDC's employees, including,
without limitation, (i) compliance with Social Security and unemployment insurance
withholding, payment of workers compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and payment; and (ii) any
claim of right or interest in City employment benefits, entitlements, programs and/or
funds offered employees of City whether arising by reason of any common law, de
facto, leased, or co- employee rights or other theory. lt is acknowledged that during the
term of this AGREEMENT, EDC may be providing services to others unrelated to City or
to this AGREEMENT.
XXI. NO THIRD PARTY BENEFICIARIES
The rights, interests, duties and obligations defined within this Agreement are intended
for the specific parties hereto as identified in the preamble of this Agreement.
Notwithstanding anything stated to the contrary in this Agreement, it is not intended that
any rights or interests in this Agreement benefit or flow to the interest of any third
parties, including the City of Clovis and/or the CLC.
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XXII. EXTENT OF AGREEMENT
Each party acknowledges that they have read and fully understand the contents of this
Agreement. This Agreement represents the entire and integrated agreement between
the parties with respect to the subject matter hereof and supersedes all prior
negotiations, representations or agreements, either written or oral.
CITY OF FRESNO ECONOMIC DEVELOPMETN
COO, Treasurer, Secretary or Asst.
Secretary
ta)y'
ECONOMIC DEVELOPMETN
CORPORATION SERVING FRESNO
APPROVED AS TO FROM DOUGLAS
SLOAN, CITY A
ry
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DISCLOSURE
Economic
EXHIBIT A
OF CONFLICT OF INTEREST
Development Corporation
YES*NO
1 Are you currently in litigation with the City of Fresno or any of
its agents?
2 Do you represent any firm, organization or person who is in
litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients
who do business with the City of Fresno?
4 Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5 Are you or any of your principals, managers or professionals,
related by blood or marriage to any City of Fresno employee
who has any significant role in the subject matter of this
service?
"lf the answer to any question is yes, please explain in full.
Signature
Name
Company/Agency
Address
City, State, Zip
EXHIBIT B
BUSINESS ATTRACTION
QUARTERLY REPORT
Client Sguare Job
Number Footage Count lndustry Source Site Tour Sfafus