HomeMy WebLinkAboutDoc 048 - Grant Agrmt - EDCO
Deschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of February 26, 2014
_____________________________
DATE: February 19, 2014
FROM: Judith Ure Administrative Services 541-330-4627
TITLE OF AGENDA ITEM:
Approval of Board signature on document 2014-048, Grant Agreement with Economic Development
for Central Oregon (EDCO).
PUBLIC HEARING ON THIS DATE? No.
BACKGROUND AND POLICY IMPLICATIONS:
On May 2, 2013, the Board of Commissioners approved a grant to EDCO for the purpose of supporting
economic development programs, projects, services, and activities in Deschutes County. The grant
represents a continuation of operational support as well as an expansion through designated allocations
to the Venture Catalyst and FoundersPad programs and support for economic development efforts in
the cities of Bend, La Pine, Redmond, and Sisters. Grant payments will be accounted for in the Video
Lottery Fund and document 2014-048 specifies the terms of the grant award.
FISCAL IMPLICATIONS:
The total value of the grant award is $217,200 and corresponding revenue and expenditures are
included in the approved 2013-14 fiscal year budget.
RECOMMENDATION & ACTION REQUESTED:
Approve Board signature on document 2014-048, Grant Agreement with Economic Development of
Central Oregon.
ATTENDANCE: Judith Ure
DISTRIBUTION OF DOCUMENTS:
Return signed originals (2) to Judith Ure.
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This fonn is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Fonn is also required. If this fonn is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners. In addition to submitting this fonn with your documents, please submit this form
electronically to the Board Secretary.)
Please complete all sections above the Official Review line.
Date: panuary 27,2014 & february 14, 20141 Department: ~dministrative Servicesl
Contractor/Supplier/Consultant Name: Economic Develo ment for Central Ore
Contractor Contact: IRoger Le~ Contractor Phone #: 541-388-3236
Type of Document: Board of Commissioners Grant
Goods and/or Services: Grant from Board of Commissioners to support economic
development programs, projects, services, and activities in Deschutes County .
Background & History: On May 2, 2013, the Board of Commissioners approved a
grant to EDCO for the purposes described above. The grant will be made from the
Video Lottery Grant fund and represents a continuation of previous grant-funded
activities as well as an expansion through designated allocations to specific prqwams
as described in Attachment A of the Agreement. ffhis document was previousl~
reviewed by Legal Counsel , but subsequent changes to text were reguested by EDCO
and are reflected in the attached revised Agreement -Su d?t«.~6t71. ~~.
Agreement Starting Date: puly 1, 201~ Ending Date: pune 30, 20141
Annual Value or Total Payment: 1$217,2001
o Insurance Certificate Receiied (CieCk box)
Insurance Expiration Date :
Check all that apply: o RFP, Solicitation or Bid Process o Informal quotes «$150K)o Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
Funding Source: (Included in current budget? [g] Yes D No
If No, has budget amendment been submitted? 0 Yes D No
Is this a Grant Agreement providing revenue to the County? DYes [g] No
Special conditions attached to this grant: All provisions are outlined in the Agreement.
2114/2014
Deadlines for reporting to the grantor: !Grantee must report to the County on a semH
lannual basis.1
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant-funded position so that this will be noted in the offer letter: 0 Yes 0 No
Contact information for the person responsible for grant compliance:
Name: Judith Ure, De artment of Administrative Services
Phone #: 541-330-462
Departmental Contact and Title: Judith Ure Phone #: 1541-330-illt]
Department Director Approval: __;CA_"_{~~"-"'t-____
Signature' Date
Distribution of Document: Return originals to Judith Ure
Official Review:
County Signature Required (check one): I&JBOCC 0 Department Director (if <$25K)
o Administrator (if >$25K but ~150K; if >$150K, BOCC Order No. )
Legal Review ~L f ~~ Date 2- 2 t-I tf
Document Number 2014-048
211412014
GRANT AGREEMENT
BETWEEN DESCHUTES COUNTY AND
ECONOMIC DEVELOPMENT FOR CENTRAL OREGON, INC. (EDCO)
Agreement No. 2014-048
Program Name: Deschutes County Economic Development Activities
Provider: Economic Development for Central Oregon, Inc. (EDCO)
Address: 705 SW Bonnett Way, #1000, Bend, OR 97702
Phone Number: 541-388-3236
Contact: Roger Lee, Executive Director
Amount of Award: $217,200
Funding Period: July 1,2013 through June 30, 2014
This Agreement consists of this document and the following attachments:
Attachment A: Designation of Grant Funds
Attachment B: EDCO Strategic Plan Summary
Attachment C: Personal Services Agreement between the City of Bend and EDCO
Attachment D: Memorandum of Understanding between the City of Sisters and EDCO
Attachment E: Memorandum of Understanding between City of La Pine and EDCO
Attachment F: Partnership Agreement between Redmond Economic Development Corporation and
EDCO
Grant Objectives:
Economic Development for Central Oregon, Inc. (hereinafter referred to as EDCO) shall conduct
programs, projects, services, and activities related to business development, recruitment, retention,
and expansion within both incorporated and unincorporated areas located in Deschutes County.
Grant Activities:
EDCO shall use grant funds as described in Designation of Grant Funds (Attachment A), consistent
with activities outlined in Attachments B, C, D, E, and F, and in accordance with all provisions
outlined below:
1. Use of Funds: EDCO may use grant funds only for activities described in Attachment A. If
funds are not expended consistent with these activities, County may require reimbursement of all or
a portion of the grant and may terminate this Agreement.
2. Payment of Funds: Grant funds directed toward operational support and $30,000 in support of
the Venture Catalyst program will be paid in twelve equal monthly payments. Grant funds directed
toward other specific activities as outlined in Attachment A will be paid in entirety upon execution
of this Agreement.
3. EDCO Board Representation: Pursuant to this Agreement and in accordance with EDCO's
Bylaws and membership structure, Deschutes County is entitled to fill by appointment three (3) seats
DC -2014-B
4. Semi-Annual Reports: EDCO must present regular progress reports to the Board of County
Commissioners regarding the outcomes of grant funded activities and the use of County funds under
this Agreement. Reports shall be made on a semi-annual basis on or about the fifteenth of July and
January.
5. Program Review: Grant funded activities and use of County funds may be reviewed by County
officials at any time during the funding period. Fiscal records must be made available to any official
designated by the County. Additionally, EDCO shall provide County with copies of annual audited
financial statements following the end of the fiscal year and completion of an audit by an
independent firm.
6. Termination: This Agreement may be terminated by mutual consent of the parties or by either
party upon ninety (90) days notice, unless a shorter period is agreed to by both parties. Notice of
termination shall be issued in writing and delivered by certified mail or in person. Termination shall
not affect payment for expenses or legally binding commitments properly incurred prior to such
notice. Upon completion of the funding period or termination of this grant for any reason, EDCO
will repay to Deschutes County any remaining portion of the grant funds which were not spent or
otherwise committed on approved grant activities.
Deschutes County, by written notice of default, may terminate this Agreement ifEDCO fails to
provide all or any or material part of the activities described herein. However, County may, at its
sole discretion and upon discovery of EDCO' s violation of any provision within this Agreement, by
written notice, cause funds or services to be withheld, reduced, or terminated pending resolution of
the violation(s) to the satisfaction of County. Upon resolution of the violation(s), the terms,
provisions, and conditions of this Agreement may be reinstated at the option of County.
7. Independent Contractor: EDCO represents and warrants that it: (i) is not an employee of
Deschutes County, Oregon; (ii) is not currently employed by the Federal Government; and (iii)
meets the specific independent contractor standards of ORS 670.600. EDCO is not an "officer",
"employee", or "agent" of Deschutes County, as those terms are used in ORS 30.265.
8. Compliance with Laws: EDCO agrees to be further bound by and shall comply with all
applicable federal and state statutes, rules, and regulations and all applicable local laws and
ordinances for activities conducted under this Agreement. EDCO shall maintain all licenses,
certificates, authorizations, and other approvals required by applicable law to perform the activities
described within this Agreement.
9. Indemnification: EDCO shall indemnify, defend, and save hannless Deschutes County and its
officers, employees, and agents, from and against all claims, suits, actions, losses, liabilities, costs,
and expenses of any nature whatsoever resulting from, arising out of, or relating to the activities of
EDCO that are subject to this Agreement, including, but not limited to, the activities of its officers,
employees, subcontractors, or agents.
EDCO shall purchase and maintain, at EDCO's expense, the following types of insurance, with
coverage for EDCO, its employees, and agents:
-------------------------------------------------------
------------------------------------------------------------
--------------------------------------------------------
a. Commercial General Liability insurance coverage for personal injury, bodily injury,
advertising injury, property damage, premises, operations, products, completed operations,
and contractual damages. By separate endorsement, the policy shall name Deschutes
County, its officers, agents, employees, and volunteers as an additional insured. Commercial
General Liability policies shall provide minimum limits of$1,000,000 per occurrence and
$2,000,000 aggregate. EDCO shall furnish County with certification of Commercial General
Liability insurance and a copy of the separate endorsement document.
b. EDCO, its subcontractors, if any, and all employers working under this Agreement that
are subject employers under the Oregon Workers' Compensation Law shall comply with
ORS 656.017, which requires that Workers" Compensation coverage be provided for all
subject workers. EDCO shall furnish County with certification of Workers' Compensation
insurance, including employer's liability.
10. Merger Clause: This Agreement constitutes the entire agreement between the parties. No
waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in
writing and signed by both parties. Such waiver, consent, modification, or change, if made, shall be
effective only in the specific instance and for the specific purpose given. No understandings,
agreements, or representation, oral or written, exist if not specified herein. EDCO, by signature of
its authorized representative, hereby acknowledges that its officials have read this Agreement,
understand it, and agree to be bound by its terms and conditions.
11. Litigation or Settlement ofDisputes: If suit or action is instituted in connection with any
controversy arising out of this Agreement, each party shall be responsible for its own attorney fees,
both in preparation for and at trial and in any appeal or review.
SIGNATURES:
Economic Development for Central Oregon, Inc.
Name and Title:
Signature: ________________________________________________________
Date:
Deschutes County
Tammy Baney, Chair
Deschutes County Board of CommissionersName and Title:
Signature: __________________~______________________________________
Date:
Agreement No. 2014-048
Attachment A
Designation of Grant Funds
Operational Support: $112,200
Economic Development for Central Oregon will maintain a strong regional organization with
adequate capacity to deliver comprehensive local economic development programs in coordination
with Deschutes County and local communities. Services included within the base operation of
EDCO and receiving Deschutes County grant funds will include, but are not limited to, marketing,
recruitment, retention/expansion, and formation of public/private partnerships.
Supporting Entrepreneurship and Early Stage Companies: $45,000
EDCO will conduct additional activities to encourage and support local entrepreneurship by
providing a mentoring network and facilitating access to equity/growth capital. Deschutes County
grant funds in the amount of $30,000 will be used to support the Venture Catalyst Program which is
focused on both mentoring entrepreneurs and managing early growth stage venture capital fund and
angel investment fund programs. Deschutes County grant funds in the amount of $15,000 will be
used to support the F oundersPad Program which provides a key infrastructure asset for mentoring
concept stage companies.
Regional Economic Development Capacity: $60,000
EDCO will administer enhanced economic development activities by hiring and maintaining staff
assigned to individual communities and/or working with established local programs and staff
dedicated to economic development efforts. Deschutes County grant funds will be used as follows:
• La Pine/South County Community: $20,000 will be used to establish a new economic
development program staffed with a half-time manager.
• Sisters Community: $20,000 will be used to augment an existing program to maintain a three
quarter-time manager.
• Redmond Community: $10,000 will be used to augment ongoing marketing and recruitment
efforts outside the region to generate new leads for job creation prospects.
• Bend Community: $10,000 will be used to augment ongoing marketing and recruitment efforts
outside the region to generate new leads for job creation prospects.
#2014-048
Attaclunent B
OUR VISION
To build a strong and thriving Central Oregon economy.
OUR MISSION
Lead the region's economic and business development through effective
marketing, recruitment, retention/expansion, formation ofpublic/private
partnerships and fostering entrepreneurship.
Lead marketing and recruitment efforts of traded-sector
companies to generate at least $60 million in new taxable
investments and 500 new jobs by calendar year end 2012.
Objectives
II> Serve as the first point of
contact to connect companies with
financial, educational, managerial,
and other resources that will help
meet their relocation and site
selection needs.
II> Overhaul and implement EDCO's
Marketing & Recruitment Action Plan.
II> Effectively utilize the expertise,
contacts and experience of board
members and volunteers to en
hance marketing and recruitment efforts.
II> Develop new local/regional incentive programs to sup
port recruitment of traded sector companies to the area that
create permanent full-time jobs.
" Successfully market and manage the region's enterprise
zones.
II> Develop new economic development zones where
opportunities exist.
II> Partner with statewide marketing and recruitment efforts
GOAL #2
Diversify the regional economy by building strength
and critical mass in eight broadly defined targeted
industry sectors below.
Objectives
II> Facilitate development of new
industry consortia, partnerships or
associations to strengthen the national
and global competitiveness for local
InOIOtliV(lT) employers within targeted sectors.
" Statistically track the region's industry
mix over time.
II> Develop a new, searchable database,
accessible on the EDCO website, of all
traded-sector employers and high tech
talent in the region.
II> Identify gaps in education and workforce skills and
traded-sector employer
needs; partner with existing
and new regional education
and training resources to
improve course offerings and
programs.
II> Focus recruitment efforts
on smaller, owner-operated
companies.
II> Through research, utiliza
tion of industry focus groups
and other experts, identify the
areas for greatest opportu
nity in Central Oregon for the
targeted industry sectors.
GOAL #3
Provide substantive assistance to retain and expand existing
traded-sector employers and local entrepreneurs that gener
ates at least $40 million In new taxable property Investments
and creates 1,000 new jobs by end of calendar year end 2012.
Objectives
~ Serve as the first point of contact to connect companies with
financial, educational, managerial, and other resources that will
help them grow.
~ Facilitate development of new industry consortia, partnerships
or associations to strengthen the
national and global competitive
ness within targeted sectors.
(Examples: HiDEC, Tech Alliance,
Bioscience Association).
~ Systematically call on all 320+
traded sector employers over the
three year period to identify chal
lenges and opportunities.
~ Develop new local/regional
incentive programs to support
traded sector companies that create permanent full-time jobs.
~ Successfully market and manage the region's enterprise zones.
~ Develop new economic development zones where opportuni
ties exist.
~ Assist cities and counties to maintain streamlined/fast track
permit programs for job creation projects.
~ Develop and successfully manage initiatives to help early stage
companies and new ventures with access to experts, business
planning, investors, and other capital (i.e. Venture Catalyst, Bend
Venture Conference, PubTalk).
GOAL #4
Champion strategic projects that improve Central Oregon's
business climate and competitiveness.
Objectives
~ Serve as a catalyst to
facilitate transportation
improvements including
commercial air service,
increased capacity for
the intra-region highway
system, rail freight
service, and general aviation airports.
~ Continue to assist and be a "watchdog" for communities to
maintain a healthy supply of industrially-zoned land with a mix of
large and small sites and buildings.
~ Influence legislation (federal, state and local) that improves the
region's business climate and preparedness for future growth.
~ Assist communities with
necessary infrastructure
Improvements (I.e. water,
sewer, road capacity, and
other utilities) needed to
accommodate companies
within industry targets.
~ Improve higher educa
tion and training opportunities available in the tri-county area.
GOAL #5
Be the "first and one-stop" resource for economic, demographic.
and other statistical data used by companies, site selectors,
commercial real estate professionals, munldpalitiesand other
organizations to make strategic decisions.
Objectives
~ Be the 'switchboard" for
opportunity in effectively
connecting companies and
other constituents with
information, contacts and
resources.
~ Continually improve
EDCO's publications, electronic newsletter, and website.
~ Partner to produce events with high quality speakers and
content relevant to business and public
leaders.
~ Deliver at least 20 presentations
annually about the regional economy,
industry and demographic trends, and
the vital role EDCO plays.
~ Continually communicate, educate,
and build relationships with public and
private leaders, members, agencies,
and other organizations.
January]OW
#2014-048
Attachment C
PERSONAL SERVICES AGREEMENT BETWEEN
THE CITY OF BEND AND ECONOMIC DEVELOPMENT FOR
CENTRAL OREGON, INC.
This Personal Services Agreement is between the City of Bend, Oregon ("CitY') and
Economic Development for Central Oregon, Inc. ("Contractor') for professional personal
services.
RECITALS
A. The City desires to enter into the Agreement for economic development services
including but not limited to marketing, business recruitment, business retention and
business expansion services.
B. Contractor has the training, ability, know/edge, and experience to provide the
services desired by the City.
C. Per ORS 279B.075, the Contractor qualifies as a sole source provider.
D. Contractor and the City have agreed that Contractor will complete certain tasks for
the City as an independent Contractor and that Contractor shall be free to contract for
others.
E. This Agreement supersedes all prior agreements between the City and Contractor.
TERMS OF AGREEMENT
1. Effective Date; Duration. This Agreement shall become effective when signed by
both parties and approved by the City's legal counsel. Unless sooner terminated, this
Agreement shall expire on June 30, 2014. Termina:tion or expiration shall not extinguish or
prejudice the City's right to enforce this Agreement with respect to any default or defect in
performance that has not been cured. This agreement covers services provided from July
1, 2013 -June 30, 2014.
2. Services. Contractor shall provide economic development services including but not
limited to marketing, business recruitment, business retention and business expansion
services. The services to be provided are described in more detail in Exhibit A, Scope of
.Work. Contractor shall perform all work in accordance with Exhibit A.
3. Consideration. City shall pay Contractor in equal monthly installments, but the total
payment under this Agreement, which includes allowable expenses or reimbursement, shall
not exceed $80,000.00.
3.1. Contractor shall send City an invoice each month setting forth the fee due for
that month and include a detailed summary of the work performed during the
Page 1 of 11
pay period. City shall review all submitted invoices promptly and shall pay all
undisputed amounts within 30 days of City's receipt of the invoice.
3.2. Invoices will be directed to the City of Bend, Attention: Accounts Payable,
P.O. Box 1458, Bend, Oregon 97709. Invoices may be emailed to:
ap@ci.bend.or.us. If an invoice is delivered on a non-business day, the
invoice shall be considered received on the next day the City's Finance
Department is open for business.
3.3. Contractor shall reference the Contract. Number and the Project Number as
appropriate. .
4. Standard of Care. Contractor will provide services with the degree of skill and
diligence normally employed by professionals performing the same or similar services. at the
time the services are performed. Contractor shall, at all times during the term of this
Agreement, be duly licensed to perform the Work, and if there is no licenSing requirement for,
the profession or Work, be duly qualified and competent.
5. Termination. The parties may terminate this Agreement as follows:
5.1. This Agreement may be terminated at any time by mutual consent of both
parties.
5.2. City may, at its sole discretion, terminate this Agreement, in whole or in part,
upon thirty (30) days' notice, in writing and delivered by certified mail or in
person,
. 5.3. City may terminate this Agreement, effective upon delivery of written notice to
the Contractor, orat a later date established by the City under any of the
following conditions:
(a) City funding is not obtained or continued at levels sufficient to pay for
Contractor's Work. The Agreement may be modified to accommodate a
reduction in funds. In determining the availability of funds, City may use the
biennial budget adopted or modified by the City Council.
(b) If federal, state or City regulations or guidelines are modified, changed
or interpreted in such a way that the services are no longer allowable or
-appropriate for purchase under this Agreement or are no longer eligible for the
funding proposed for payments authorized by this Agreement.
(c) If any license or certi'ficate required by law or regulation to be held by
the Contractor to provide the services required by this Agreement is for any
reason denied, revoked, or not renewed.
Page 2 of 11
5.4. Any termination of this Agreement shall be without prejudice to any obligations
or liabilities of either party already accrued prior to the termination.
5.5. The City by written notiCe of default (including breach of contract) to the
Contractor may terminate the.whole or any part of this Agreement:
(a) If the Contractor fails to provide services called for by this Agreement
within the time specified or any extension of the Agreement, or
(b) If the Contractor fails to perform any of the other provisions of this
Agreement, or so fails to pursue the work as to endanger performance of this
Agreement in accordance with its terms, and after receipt of written notice
from the City, fails to correct the failures within 10 days or such longer period
as the City may authorize.
5.6. Contractor may terminate this Agreement upon 30 days' written notice to City
if City fails to pay Contractor pursuant to the terms of this Agreement and City
fails to cure within 30 business days after receipt of Contractor's notice, or
such longer period of cure as Contractor may specify in the notice. .
6. Access to Records -Files; Confidential Information. Contractor shall maintain all
books, documents, papers and records relating to the Agreement for at least seven years
following completion of the project. Contractor shall maintain any other records pertinent to
this Agreement in such a manner as to clearly document Contractor's performance. City,
state and federal govemment, and their duly authorized representatives shall have access to
the books, documents, papers and records of the Contractor which are directly pertinent to
the specific Agreement for the purpose of making audit, examination, excerpts and
transcript. Contractor agrees that all files or other documents generated or in the
possession of Contractor related to Contractor's delivery of service are the property of the
City and shall be available to the City upon request. Contractor understands the nature of
project/projects means that Contractor may be privy to information that is confidential,
proprietary or sensitive in nature, which information shall not be disclosed to any third
person or entity without the consent of the City of Bend or at the City's direction, either
during the term of this Agreement or after its termination. Likewise, any analysis or
commentary provided by Contractor of a confidential or sensitive nature shall not be
released or disclosed to any person without the consent or direction of the City.
7. Independent Contractor; Responsibility for Taxes & Withholding.
7.1. The Work to be rendered under this Agreement is that of an Independent
Contractor. Contractor is not an officer, employee, or agent of the State or
Department as those terms are used in ORS 30.265 of the Oregon Tort
Claims Act, and Contractor is not to be considered an officer, employee or
agent of the City for any purpose. Contractor shall be solely and entireJy
responsible for its acts and for the acts of its agents or employees during the
performance of this Agreement. Contractor is an independent Contractor for
Page 3 of 11
purposes of the Oregon Workers' Compensation Law (ORS Chapter 656) and
is solely liable for workers' compensation coverage under this Agreement. City
does not have the right of direction or control of the manner in which
Contractor de,livers the Work under this Agreement or exercise any control
over the activities of the Contractor.
7.2. No Agency, Partnership or Joint Venture/Independent Contractor -Neither the
City or Contractor, by virtue of this Agreement, is a partner or jOint venture
with the other party in connection with the activities carried out under this
Agreement.
7.3. This Agreement is not intended to entitle the Contractor nor any of its Agents
to any benefits generally granted to City employees. Without limitation, but by
way of illustration, the benefits which are not intended to be extended by this
Agreement are vacation, holiday and sick leave, other leaves with pay, tenure,
medical and dental coverage, life and disability insurance, overtime, Social
Security, Workers' Compensation, unemployment compensation, or
retirement. Contractor shall be responsible for all federal or state taxes
applicable to compensation or payment paid to Contractor under this
Agreement
8. Ownership of Work Product. All work product of Contractor under this Agreement
shall be the exclusive property of the City. Contractor waives and releases all rights relating
to the use of the work under this Agreement, including any rights arising under 17 U.S.C. §
106A. Reuse of work product by City or others for purposes outside the Scope of Work shall
be without liability to Contractor.
9. Indemnification. Contractor shall defend, indemnify, and hold the City, its
officers, agents, employees and volunteers harmless against all liability, claims, losses,
demands, suits, fees and judgments (collectively known as 'claims') that may be based
on, or arise out of damage or injury (including death) to persons or property caused by
or resulting from any act or omission sustained in connection with the performance of
this contract or by conditions created thereby or based upon violation of any statute,
ordinance or regulation. This indemnification required shall not apply to claims caused
by the sole negligence or willful misconduct of the City, its officers, agents, employees
and volunteers. The Contractor agrees that it is not an agent of the City and is not
entitled to indemnification and defense under ORS 30.285 and ORS 30.287.
10. Insurance. Contractor shall purchase and maintain at their own expense the
insurance noted below subject to review and acceptance by the City of Bend. All
insurance shall apply on a primary, non-contributory basis and remain in effect for the
duration of the contract terms. Any policy written on a 'claims made' basis may only be
done so with the written approval and authorization of the City of Bend and coverage
written in this manner shall extend for two years past completion and acceptance of
Contractor's work or services.
Page 4 of 11
10.1 Commercial General Liability Insurance with minimum coverage in effect
of $1 ,000,000 per incident, claim or occurrence and $2,000,000 in
aggregate .. The policy shall include coverage for personal injury, bodily
injury, advertising injury, property damage, premises, operations, products
completed operations, employer'S practices liability and contractual.
damages. Contractor shall remain fully responsible and liable for any
claims resulting from the negligence or intentional misconduct or
contractor, its subcontractors, and their officials. agents and employees in
performance of this contract, even if not covered by, or in excess of
insurance limits.
10.2 Commercial Automobile (Fleet) Liability Insurance with minimum
combined single limit of $1,000,000 covering all owned, non-owned, and
hired vehicles. This coverage shall be written in combination with the
Commercial General Liability Insurance with separate limits for
Commercial Automobile Liability and Commercial General Liability.
10.3 Commercial General Liability coverage shall name, by certificate and
endorsement the City. its officers, agents, employees and volunteers as
additional insureds with respect to Contractor's work or services provided
under this contract.
10.4 Workers' Compensation Insurance as required by ORS chapter 656 and
meeting the minimum requirements therein. Contractor shall ensure that
each subcontractor obtains and maintains workers' compensation
insurance and that the carrier notifies the state of Oregon or files a
guaranty contract with the state of Oregon Workers' Compensation
Division before performing work.
10.5 Contractor shall provide proof of coverage required by acceptable
Certificate of Insurance and signed Endorsement from the carrier(s}. The
Certificate and Endorsement shall provide that there will be no
cancellation, termination. material change or reduction in limits of the
insurance coverage without a minimum 30-day writt~n notice to the City.
The Certificate and Endorsement shall also state the deductible or self-
insured retention level. .
11. Subrogation. Contractor grants Waiver of Subrogation to the City, its officers,
agents, employees and volunteers for any claims arising out of Contractors work or
service. Further, Contractor agrees that in the event of loss due to any of the risks for
which it has agreed to provide insurance. recovery by the Contractor shall be solely with
their insurance carrier. Contractor also grants to City on behalf of any insurer providing
coverage to either Contractor or City with respect to the work or services of contractor a
waiver of any right to subrogation which any insurer or Contractor may acquire against
City by virtue of the payment of any loss under such insurance coverage.
Page 5 of 11
12. Nondiscrimination -ADA Compliance -Contractor agrees to comply with Title VI
of the Civil Rights Act of 1964, with Section V of the Rehabilitation Act of 1973, and with all
applicable requirements of federal and state civil rights and rehabilitation statutes, rules' and
regulations. Contractor also shall comply with the Americans with Disabilities Act (ADA) of
1990, as amended by the ADA Amendments Act (ADAAA) of 2008 and any subsequent
amendments (42 U.S.C. § 12101, et seq.) (Pub No. 101-336), ORS 659A, and all
regulations and administrative rules established pursuant to those laws. Contractor agrees
to comply with ADA in its employment and nondiscrimination practices, and that it shall '
perform its contractual obligations consistent with ADA federal requirements/regulations,
state disability and accessibility law and requirements, and applicable regulations and
administrative rules established pursuant to those laws. '
13. Successors and Assigns. City and Contractor each binds itself, its successors,
assigns and legal representatives to th'e other party to this Agreement and to the
successors, assigns, and legal representatives of such other party with respect to all
covenants of this Agreement. Contractor shall nof assign or transfer its interests in this
Agreement without written consent of City, which consent may be withheld in the Cnys sole,
subjective discretion. The rights under this Agreement may not be transferred or assigned
by operation of law, change of control or merger without the prior written consent of the City.
The City may rescind this Agreement if transferred or assigned by operation of law, change
of control or merger, or without the prior written consent of the City.
14. Force Majeure. Contractor shall not be held responsible for delay or default caused
by fire, riot, acts of God and war which is beyond Contractor's reasonable control.
Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause
of delay or default and shall, upon the cessation of the cause,'diligently pursue performance
of its. obligations under the Agreement.
15. No Third Party Beneficiaries. ~ity and Contractor are the only parties to this
Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement
gives, is intended to give, or shall be construed to give or provide any benefrt or right,
whether directly, indirectly or otherWise, to third persons unless such third persons are
identified by name herein and expressly described as intended beneficiaries of the terms of
this Agreement.
16. Waiver. City's failure to enforce a provision of this Agreement shall not constitute a
continuing waiver, shall not constitute a relinquishment of City's right to performance in the
future and shall not operate as a waiver of City's right to enforce any other provision of this
Agreement. .
17. Limitation on Authority. City retains its authority to execute all applications,
Agreements and other documents relating to the Project. Contractor has no right or
authority, express or implied, to commit or otherwise obligate City or any of its partners,
except as permitted by the express terms of this Agreement, or as authorized in writing.
I ,
,
r ,
Page 6 of 11
18. Attorney Fees & Governing Law. In the event an action, suit of proceeding,
including appeals, is bought for failure to observe any of the tenns of this Agreement, each
party shall be responsible for that party's own attomey fees, expenses, costs and
disbursernent~ for the action, suit, proceeding or appeal. The provisions of this Agreement
shall be construed in accordance with the provisions of the laws of the State of Oregon. Any
claim, action, suit, or proceeding between City and Contractor arising from or relating to this
Agreement shall be brought and conducted solely and exclusively within the Circuit Court of
Deschutes CountY, Oregon, or, if the claim must be brought in a federal forum, the United
States District Court for the District of Oregon. Contractor hereby consents to in personam
jurisdiction of said courts.
19. ORS 279A.125 Preference for Recycled Materials. Contractor will use where
applicable, recycled materials if (a) The recycled product is available; (b) The recycled
product meets applicable standards; (c) The recycled product can be substituted for a
comparable non-recycled product; and (d) The recycled product's costs do not exceed the
costs of non-recycled products by more than five percent (5%).
20. Compliance with Law. Contractor shall comply with applicable federal, state, and
local laws and ordinances applicable to the work under this Agreement. This Agreement
incorporates the provisions required to be in an agreement of this type by ORS 279B.200
through 279B.235 (see Exhibit B). .
21. Merger Clause. This Agreement and attached exhibits constitute the entire
Agreement between the parties. No waiver, consent, modification or change of tenns of this
Agreement shall bind either party unless in writing and signed by both parties. The waiver,
consent, modification or change, if made shall be effective only in the specific instance and
for the specific purpose given. There are no understandings, agreements, or
representations, oral or written, not specified herein regarding this Agreement Contractor
by signature of its authorized representative hereby acknowledges that he/she has read this
Agreement/Agreement, understands it, and agrees to be bound by its terms and conditions.
22. Notices. All notices and demands of a legal nature that either party may be required
or may desire to serve upon the other party shall be in writing and shall be served upon the
other party be personal service, by facsimile transmission, E-Mail followed by 'mail delivery
of the original of the notice, by overnight courier with proof of receipt, or by certified mail,
return receipt requested, postage prepaid, addressed as follows:
City of Bend, 710 NW Wall Street, Bend, Oregon 97701
Attn: Eric King, City Manager, Phone: 541-388-5505 & Fax: 541-385-6676
Email: eking@cLbend.or.us
Economic Development for Central Oregon, Inc.
705 SW Bonnett Way, Ste #1000, Bend, Oregon 97702
Attn: Roger Lee, Executive Director, Phone: 541-388-3236 & Fax: 541-388-6705
Email: roger@edcoinfo.com
Page 7 of 11
Service by mail shall be deemed complete on the date of actual delivery or three business
days after being sent via certified mail. Service by facsimile transmission or E-Mail shall be
deemed served upon receipt of the facsimile or E-Mail, followed by mail delivery.
23. Severability. If any provision of this Agreement is held illegal or unenforceable in
. any respect, the enforceability of the provision in any other respect and of the remaining
provisions will not be impaired unless the illegal or unenforceable proviSion affects 8.
significant right or responsibility, in which case the adversely affected party may request
renegotiation of the agreement, and if negotiations fail, may terminate the agreement.
24. Counterparts. This Agreement may be executed in several counterparts, all of
which when taken together shall constitute one agreement binding on all parties,
notwithstanding that aU parties are not signatories to the same counterpart. Each copy of
the Agreement so executed shall constitute an original.
25. Amendments. The parties may amend this agreement by a written amendment
properly executed by both parties.
CITY OF BEND OREGON
d I-'R-13
Eric King, C' Date
Date
ECONOMI ELOPMENT FOR CENTRAL OREGON
Date' ,
// .~----...,~'--
/,/'
Titre:
Page 8 of 11
City Contracting &Funding Authorizations:
By:
ity Manager
By:
<t:/51 )3By:
hasing Manager Date '
Page 9 of 11
EXHIBIT A
SCOPE OF SERVICES TO BE PROVIDED
During the City of Bend's 2013-14 fiscal year (July 1, 2013 through June 30,2014), EDCO will
provide a traded-sector economic development program to the City of Bend based on the 8end
specific goals from EDCO's 2013-2015 Strategic Plan.
Here is a summary of the Bend-specific goals based on EDCO's 2013-15 Strategic Plan:
• Business Retention & Expansion (BRE): Support local traded-sector employers in
Bend with a robust BRE program that catalyzes $60 million in new capital investment;
480 new well-paying jobs; and at least 22 "Done Deals· by the end of 2015.
• Recruitment: Recruit 22 n~w companies to Bend that will create 600 new, well-paying
jobs and invest $120 million in new capital investment by the end of 2015. Target
marketing and recruitment efforts for Bend by industry for greatest effectiveness.
• Entrepreneurship: Develop an ecosystem in Bend that supports and attracts
entrepreneurs to establish the next generation of employers and jobs. Catalyze creation
of 120 new jobs via 15 early stage companies that successfully raise $30 million in
growth capital by 2015.
• ,Industry Development & Strategic Projects: Quarterback industry development
initiatives and strategic projects that will pave the way for private sector employment
growth in Bend.
• Business Climate Improvements: Advocate and cliampion improvements to Bend's
business climate and competitiveness.
These goals and objectives have been formed with the help of community partners, including
BEDAB, City Council, and City staff and may change as directed by continual input and
direction from these partners. The mutual support between EDCO staff and the City's Business
Advocate (Carolyn Eagan) and Development Project Manager (Craig Chenoweth) has been
paramount in creating an effective partnership. Continual emphasis will be placed on optimizing
these partnerships to enhance the competitiveness of Bend's business climate.
Updates will be provided to BEDAB, City Council, City Staff, and other re'levant partners
periodically (mostly monthly) based on feedback from these respective groups.
Page 10 of 11
L
EXHIBITB
Relevant Provisions Of ORS Chapter 279B
2798.220 Conditions concerning payment, contributions, liens, withholding. Every public contract shall
contain a condition that the contractor shall:
(1) Make payment promptly, as due, to all persons supplying to the contractor labor or material for
the performance of the work provided for in the contract.
(2) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or
subcontractor incurred in the performance of the contract.
(3) Not permit any lien or claim to be filed or prosecuted against the state or a county, school
district, muniCipality, municipal corporation or subdivision thereof, on account of any labor or
material furnished.
(4) Pay to the Department of Revenue all sums withheld from employees under DRS 316.167.
2798.230 Condition concerning payment for medical care and providing workers' compensation.
(1) Every public contract shall contain a condition that the contractor shall promptly, as due, make payment
to any person, copartnership, association or corporation furnishing medical, surgical and hospital care
services or other needed care and attention, incident to sickness or Injury, to the employees of the
contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the
contractor collected or deducted from the wages of employees under any law, contract or agreement for the
purpose of providing or paying for the services.
(2) Every public contract shall contain a clause or condition that all subject employers working under the
contract are either employers that will comply with DRS 656.017 or employers that are exempt under DRS
656.126. [2003 c.794 §76c]
2798.235 Condition concerning hours of labor.
*****
(2) An employer must give notice in writing to employees who work on a public contract, either at the time
of hire or before commencement of work on the contract; or by posting a notice in a location frequented by
employees, of the number of hours per day and days per week that the employees may be required to
work.
(3) In the case of contracts for personal services as described in DRS 279A.055, the contract shall contain a
provision that the employee shall be paid at least time .and a half for all overtime worked in excess of 40
hours in anyone week, except for individuals under personal services contracts who are excluded under
DRS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime.
***** r
I
(5) (a) Except as provided in subsection (4) ofthis .section, contracts for services must contain a
proviSion that requires that persons employed under the contracts shall receive at least time and a half pay
for work performed on the legal holidays specified in a collective bargaining agreement or in DRS 2798.020
(1)(b)(8) to (G) and for all time worked In excess of 10 hours In anyone day or in excess of 40 hours In any
one week, whichever is greater. .
(b) An employer shall give notice in writing to employees who work on a contract for services,
either at the time of hire or before commencement of work on the contract, or by posting a notice in a
location frequented by employees, of the number of hours per day and days per week that the employees
may be required to work.
Page 11 of 11
#2014-048
Attachment D
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOD") is between the City of Sisters, Oregon
("City of Sisters") and Economic Development for Central Oregon, Inc. ("EDCO"). It
shall become effective May 1,2013 and remain in effect for three years unless terminated
earlier in accordance with the terms of this MOU.
RECITALS
EDCO and City of Sisters are interested in working closely to conduct an effective traded
sector and commercial development program for the City of Sisters and the sUlTounding
area known locally as Sisters Country. Sisters Country is generally considered to equate
to the boundaries formed by the Sisters School District. The program is to specifically
address business recruitment, business expansion and business retention activities.
EDCO, the City of Sisters, and Sisters Chamber of Commerce recognize that community
collaboration between all parties is essential to success. As a general principal, the
Chamber of Commerce shall focus on marketing our community and expanding tourism.
EDCO and the local economic development manager shall focus on implementing a
multi-faceted economic development program to increase the base of locally operated
businesses that export a majority of their goods and services outside the region and
provide a wide variety of year-round family wage jobs.
For mutual consideration, it is hereby agreed as follows:
AGREEMENT
SECTION 1 SERVICES TO BE PROVIDED BY EDCO
EDCO shall establish a complete economic development program that is based in the
City of Sisters (hereinafter "Program"), to serve the City of Sisters as well as the area
outside the incorporated city limits known herein as Sisters Country. EDCO shall hire,
employ and direct a Program Manager for the Program who will oversee all elements of
the Program, in a manner parallel to EDCO's efforts for business recruitment, expansion
and retention activities in other EDCO sponsored service distlicts. The Program will be
designed to provide substantive solutions relating to workforce issues, business finance,
outreach marketing, access to incentive programs, real estate development and other
factors impacting business recruitment, expansion and retention.
Pursuant to this Agreement, EDCO agrees to use all commercially reasonable efforts to
provide the intended services set forth in Attachment A (Scope of Services). EDCO will
present a quarterly Program report to the City Council at a regularly scheduled public
meeting. EDCO will initiate recruitment of a Program Manager immediately upon the
signing of this MOU. Compensation for recruitment and any other services provided by
EDCO prior to May 1, 2013 will be negotiated separately between the City of Sisters and
EDCO.
1 -MOU -EDCO/City of Sisters
The City of Sisters agrees use to use it best efforts to support and promote EDCO in its
provision and implementation of the Program Services.
SECTION 2 COMPENSATION, FUNDRAISING AND PROGRAM MANAGER
• City Funding. City of Sisters shall provide funding to EDCO on an annual basis to
run the Program. Such funding includes amounts budgeted from City resources and
any amounts allocated to the City of Sisters from Deschutes County or other public or
private entities. The total of this funding shall consist of the following:
City of Sisters contribution for EDCO services $ 30,000.00
Deschutes County (video poker lottery funds) via EDCO 20,000.00
Private Business contributions 10,000.00
• In addition, the City of Sisters will maintain a platinum level dues membership in
EDCO (currently $7,500.)
• Payment. Using the sources of funding outlined above, compensation for said
economic development services shall be made by the City to EDCO in equal quarterly
payments at the beginning of each quarter, with the exception that the membership
dues shall be paid once per year.
• Board Representation. While this MOU remains in effect, aA representative from the
City of Sisters community, in addition to the City of Sisters appointment of its
Platinum Membership representative, will be appointed to serve on the EDCO Board
of Directors and will play an active role in monitoring and improving services
delivered by EDCO.
• Private Fundraising. It shall be the prerogative of third-party volunteers and private
sector businesses, to pursue funding to support Program Services intended to be
obtained by this MOU. Funding may be in the form of cash or like kind services, the
former of which shall be paid to the City.
• Program Personnel. The Program shall be run by a Program Manager who shall be
selected by a hiring panel composed of the EDCO Executive Director and seven
Sisters community leaders who will continue to serve as an Advisory Board. The
Program Manager shall be an EDCO employee. All oversight, management,
supervision, i'I:fKi direction and control of the Program Manager will be the sole
responsibility of EDCO, which shall have the sole right to determine job duties,
hours, salary, merit raises, bonuses and other compensation and benefits, and all other
components of the employment relationship, including termination.
• Financial Records. EDCO will maintain detailed fmancial, tax and accounting records
relating to document revenue and expenses relative to Program services rendered.
City of Sisters is responsible for maintaining its own fmandaI and legal accounts
resulting from its contributions to the Program andlor those made to City of Sisters
from other public entities or private sector businesses in support of the Program.
2 - MOU -EDCO/City ofSisters
• Office Space. City of Sisters and/or the local business community shall provide
proper and adequate office space, utilities, supplies and equipment to EDCO free of
charge for the explicit purpose of providing Pl,'ogram. services within Sisters Country.
SECTION 3 PROGRAM OVERSIGHT BY LOCAL ADVISORY BOARD
• Advisory Board. An Advisory Board will be established to provide local perspective.
gather ideas, develop prospective business relocation contacts, assist with private
sector fundraising and monitor performance. A principal responsibility of the
Advisory Board is to complete a strategic action plan identifying benchmark goals for
recommendation to EDCO and the Program Manager.
The Advisory Board will be composed of no more than seven (7) members, selected
by mutual agreement between EDCO and City of Sisters, as directed by the City
Council, to serve one to three year terms. Board members win solicit input from the
community at large for deliberation. Feedback from the Advisory Board on the
Program Manager's performance is expected and welcomed by EDCO.
The Adviso.ry Board will meet as deemed necessary but not less than quarterly. A
written report, including prioritized benchmarks for the coming fiscal year, shall be
15 thpresented to EDCO by June of each year. EDCO will assess the
recommendations and benchmarks in fine tuning its operating strategies for the
coming year.
SECTION 4 RELA TIONSHlP
• Independent Contractor. EDCO will be an independent contractor to the City of
Sisters and neither EDCO nor the selected Program Manager will be considered an
employee of City of Sisters nor subject to direction and control over the means and
manner of providing the Services. EDCO may hire other personnel to assist in
providing all Program Services and may terminate such personnel at their discretion.
• Agency Relationship. This Agreement does not create an agency relationship
between tbe parties nor establish a joint venture or partnership between the parties.
• Indemnification. Each party shall be solely responsible for their own conduct with
respect to any action taken related to this Agreement. and each party agrees to defend,
indemnify and hold the other completely harmless from and against any and all claims
arising out oftbe negligent or illegal acts of the other.
SECfION5 LIMITED WARRANTY
• Warranty. EDCO warrants to City of Sisters that the Services will be perfonned by
qualified personnel in a professional manner.
3 MOU -EPCO/City of Sisters
• Disclaimer of Warranties. Except for the express warranties in this Agreement,
EDCO disclaims all warranties with respect to the Services, express and implied.
SECTION 6 COVENANTS OF THE PARTffiS
• Compliance with Laws. Each party will comply with all applicable laws.
• Governmental Authorizations. Each party will obtain and maintain all licenses,
permits, registrations, and other governmental authorizations required to conduct and
perform Program Services.
SECTION 7 INTELLECTUAL PROPERTY RIGHTS
• Definition. "Creative Work" means any work that ED CO creates or has created in
connection with the Program Services or any other services provided by EDCO.
• Work Made for Hire. The Creative Work is, was, and will be specially ordered and
commissioned for use by City of Sisters, and is a work made for hire for copyright
purposes to the extent it qualifies as such under applicable law.
• Assignment. City of Sisters assigns to EDCO its entire interest in the Creative Work
(if any), including but not limited to all copyrights, patent rights, trade secret rights,
trademark rights, and other intellectual and proprietary rights in the Creative Work.
• Moral Rights. City of Sisters assigns to EDCO any moral rights that it may have in
the Creative Work and waives any right to assert any moral rights in any portion of
the Creative Work.
• Perfection. At the request and expense of EDCO, City of Sisters will sign such
documents and take such actions that EDCO deems reasonably necessary to perfect,
protect, and evidence EDCO's rights in the Creative Work.
SECTION 8 TERMINATION
Absent a renewal in writing executed by the parties, this MOU will terminate upon the
earliest to occur of the following;
• Three (3) years from the effective date of this MOU;
• Lack of adequate funding to support and/or maintain the Program, as determined by
EDCO;
• Upon the written agreement ofthe parties~
• Upon 90 days' written notice by City of Sisters or EDCO; or
• Upon notice by EDCO to City of Sisters or vice versa, if either party materially
breaches this MOU and fails to cure the breach within 20 days after notification.
4 - MOU -EDCO/City of Sisters
SECTION 9 GENERAL
• Binding Effect. This Agreement is binding on the parties and their respective heirs,
personal representatives, successors, permitted assigns, and will inure to their benefit.
• Amendment and Notices. This Agreement may be amended only by a written
document signed by the party against whom enforcement is sought. All notices or
other communications required or permitted by this Agreement must be in writing.
• Waiver. No waiver will be binding on a party unless it is in writing and signed by the
party making the waiver. A party's waiver of a breach of a provision of this
Agreement will not be a waiver of any other provision or a waiver of a subsequent
breach of the same provision.
• Severability. If a provision of this Agreement is determined to be unenforceable in
any respect, the enforceability of the provision in any other respect and of the
remaining provisions of this Agreement will not be impaired.
• Third-Party Beneficiary. The parties will not confer any right or remedy on any third
party.
• Remedies. The parties will have all remedies available to them at law or in equity.
All available remedies are cumulative and may be exercised singularly or
concurrently.
• Attorney~s Fees. If any arbitration or litigation is instituted to interpret, enforce, or
rescind this Agreement, including but not limited to any proceeding brought under the
United States Bankruptcy Code, the prevailing party on a claim will be entitled to
recover with respect to the claim, in addition to any other relief awarded, the
prevailing party's reasonable attorney's fees and other fees, costs, and expenses of
every kind, including but not limited to the costs and disbursements specified in
ORCP 68 A(2), incurred in connection with the arbitration, the litigation, any appeal
or petition for review, the collection of any award, or the enforcement of any order, as
determined by the arbitrator or court.
• Entire Agreement. This Agreement contains the entire understanding of the parties
regarding the subject matter of this Agreement and supersedes all prior and
contemporaneous negotiations and agreements, whether written or oral, between the
parties with respect to the subject matter of this Agreement.
Dated effective: fttl£V'Ut. t2tCb ,2013.
!
I
i
t
5 -MOU -EDCO/City of Sisters
Sisters-EDCO MOU Attachment A
Scope of Services
Services Rendered
Recruitment
• Develop, coordinate, implement and monitor a Sisters area economic development
marketing and recruitment plan.
• Identify targeted business sectors which may be a subset of already identified targets
and develop strategies for recruiting within these sectors, including cluster
development.
• Strive to make business recruitment a community wide effort utilizing available
resources and organizations in cooperative efforts.
• Coordinate the efforts of public and private business recruitment entities to deliver a
consistent message to the business community-internally and externally.
• Provide coordination for the site selection process.
• Serve as an advocate for business expansion projects in areas such as siting,
permitting, inspections and occupancy during the project development.
• Manage the industrial/primary employment recruitment process.
• Manage the Sisters portion ofthe Greater Redmond Enterprise Zone including
marketing to new firms, coordination with the Deschutes County Assessor's Office
and applicable state agencies. Assist the city and other zone sponsors to expand the
zone as needed to accommodate business development projects.
Expansion/Retention
• Proactively seek business expansion and/or relocation opportunities.
• Provide oversight review ofjob retention and expansion programs.
• Maintain and update the industrial property inventory to facilitate filing needs of both
new and existing businesses.
• Perform retention interviews and identify the top five systemic constraints that should
be addressed.
• Develop and implement retention strategies, partnering with local regional and
statewide agencies.
• Aid existing businesses in reaching their growth potential.
• Gather and update website infonnation related to resources and services for existing
businesses.
• Conduct seminars and workshops to educate business leaders, community leaders,
and elected officials on the value and need for economic development.
Other General Economic Development Services
In addition to these services, EDCO will provide assistance through its regional office in
Bend for early stage companies and entrepreneurs via the Venture Catalyst Program.
7 - MOU -EDCO/City of Sisters
Key Performance Indicators
In addition to these items, EDCO will work with the Chamber and City toward and use its
best efforts to achieve the following goals over the three fiscal years spanning 2013·2015:
• Successful completion of nine (9) completed business development projects
(retention, expansion and recruitment);
• Creation of a minimum of 100 total new, traded-sector living-wage jobs;
• A minimum of $30 million in new taxable capital investment in buildings,
renovations and equipment; and
• Success/completion of strategic local projects (industrial park development, higher
education, workforce initiative, etc.) as measured by general consensus of
community leaders, City of Sisters, and other contributors to the program.
As with current measurement policies at EDCO, only projects where local or regional
economic development efforts have played a lead or significant contributing role will be
counted in the key performance indicators.
g-MOU -EDCO/City of Sisters
CITY OF SISTERS ECONONnCDEVELOPMENTFOR
CENTRAL OREGON, INC.
6 -MOU Agreement -EDCO/City of Sisters
#2014-048
Attachment E
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (this "MOUN) Is between City of La Pine,
Oregon ("City of La Pine") and Economic Development for Central Oregon, Inc.
«<EDCO"), and shall be effective as of July 1, 2013} and shall remain In effect for five
years thereafter unless terminated earlier in accordance with this MOU.
RECITALS:
EDCO and aty of La Pine have expressed an Interest In working more closelv on
continuing and expanding the efficient and effective Industrial (traded sector) and
commercial development program for the City of La Pine area, which Includes business
recruitment, expansion and retention activities. The City of La Pine community is
prepared and motivated to have a local manager and support for implementation of
this multl~faceted economic development program over an extended period of time. In
addition, City of La 'Pine is prepared to facilitate, work and collaborate with Sunriver,
Deschutes Countyl local chambers and business leaders In the La Pine area to achieve
economic development for the region as contemplated by this MOU.
For mutual consideration, it Is hereby agreed as follows:
AGREEMENT:
SECTION 1 SERVICES TO BE PROVIDED BY EDCO
EDCO shalf establish, after conferring with City ofta Pine, an economic
development program that Is based locally in the City of La Pine (hereinafter the
NProgram Jl
) to serve the City of ta Pine and Southern Deschutes Cot,lntv (excluding
the Cltv of Bend), including/ without limitation, Sunriver. EDCO shall hire, employ
and direct a half-time (O.S FTE} Program Manager for the Program who will oversee
all elements of the Program, parallel (but on a half time basis) to EDCO's outreach
efforts for business recruitment, expansion and retention activities In other
geographic areas. The Program will be project and/or c1lent·based to advise on
substantive solutlonsl one company at a time, relating to workforce Issues, business
finance} marketing, access to Incentive programs, real estate development and
other factors Impacting businesses.
Pursuant to this MOU, EDCO agrees to use commerciallv reasonable efforts to
provide the servIces set forth on Schedule 1, performed and created In accordance
with the specifications set forth on Schedule 1 (collectively, the "Services"). EDCO
will initiate recruitment of the Program Manager within thirty (30) days of EDCO's
receipt of $2/500.00 In funding from City of La Pine, or at EDCO's discretion, anytime
prior to the receipt of said funds. At no cost and expense to City of La Pine {other
than as provided under this MOU}, City of La Pine shall cooperate and assist EDCO
1-MEMORANDUM OF UNDERSTANDING
{OO331Cl42;2}
-------... _,_._--
------~,----.
with the Program. On a quarterly basis, EDCO will present a quarterly Program
report to the City Council of City of La Pine during a public meeting, which report
will Include a revenue and expense report of the Program.
SECTION 2 COMPENSATION AND FUNDRAISING
2.1 Compensation and Funding. City of La Pine shail provide funding to rDCO on
an annual basis to run the Program. Such funding Includes contributions
collected by City of La Pine from Deschutes CountYl other public entities, and
private fundralsing. The total of this funding shall be not less than
$45 /000.00 for the first 12 months of this MOU , but shall be prorated based
on the Program start date according to a fiscal year. Each year thereafter for
a period of at least four (4) years, EOCO and City of La Pine will mutuallv and
reasonably determine the amount of funding necessary to run the Programj
however, the amount of funding provided by City of La Pine, Deschutes
County, other public entlties, and private fundralslng to EDCO for the
Program shall not be less than $401000.00 annually. Within ten (10) days
after of the start of each quarter, EOCO wiJI bill City of La Pine one quarter of
the annual amount of funding required. Payment by City of La Pine shall be
due and payable to EDCO wIthin thirty (30) days after City of La Pine's
receipt of the billing,
2.2 Private Fundraising. It shall be the responsibility of third-party volunteers, In
conjunction with private sector businesses within City of La Pine, Sunriver
and Southern Deschutes County (excluding City of Bend), to ensure and
maintain adequate funding and fundralslng to support continuation of the
Program and Services that are the subject ofthls MOU and for payment of
all com pensatlon and expenses due to EOCO for the Services prOVided under
this MOU. All fund raising dollars raised by and within City of La Pine and
Southern Deschutes County {excluding Bend) shall be used for Program
purposes only. Private funding donations may be made dIrectly to Cltv of La
PIne (which will then be transmitted to EDCO). EDCO Membership dues ,
EOCO sponsorships and any real and personal property donated under
Section 2.4 of this MOU do not constitute private fundralslng and shall not
reduce City of La Pine's quarterly bill.
2.3 Government Funding. EDCO wllf maintain separate financfal, tax and
accounting documentatIon relating to Program and ServTces rendered.
However. City of La Pine Is responsible for maintaining Its own financial and
legal accounts resulting from Its contributions to the Program and/or those
made to City of La Pine from other public entities or private sector
businesses for the Program.
2 -MEMORANDUM OF'UNDERSTANDING
(0033l042;2}
2.4 Office Space. The Program and thts MOU are contingent upon aty of La Pine
and/or the local business community providing proper and adequate office
space, utilities, supplies and equipment to EOCO free of charge for EOCO
Program personnel. eoco shall be responsible only for phone and Internet
charges. ecco and City of La Pine shall work to ensure adequate office
space.
2.5 Board Representation. Representatives from the City of La Pine community
wUl play an active advisory role In monitoring and Improving services
delivered by the Program. With the expansion of services and financial
contributions to EDCO which It Is anticipated will result from this Program,
for as long as this MOU Is In effect, an additional seat may be added to the
EDCO Board at EDC01s determination for one or more addItional La Pine
representatives. City of La Pine representatives will be eligible and
encouraged to serve In offICer positions and on various EOCO committees.
2.6 Program Personnel. The program shall be run by the Program Manager who
shall be selected.by a hiring panel composed of the EOCO Executlve Director
and five community leaders selected Jointly by EOCO arid City of La Pine. The
Program Manager shall be an EDCO employee, and all oversight,
management, supervision and direction and control of the Program Manager
will be the responsibility of EDCO, which shall also have the sole right to
determine job duties, hours, salary and merit raises or bonuses and any
other compensation and benefits, hours of work and other working
conditions, and to terminate. However, feedback from City of La Pine, either
through lts elected offfcials and/or an Advisory Board, on the Program
Manager's performance Is expected. The Program Manager must be a
resident of the greater La Pine or Sunriver area.
2.1 Advisory Board. A local AdVisory Board wiU be established to provide
direction and feedback, as necessary and appropriate. The Advisory Board
will be composed of no more than twelve (12) members, who shall represent
the La Pine / Sunriver areas and the public and private Investors ofthe
Program. The Advisorv Board will meet monthly (or as otherwise agreed) to
provide ideas, contacts, policy direction, feedback on results, and help with
fundralslng efforts. The members of the Advisory Board shall be selected by
mutual agreement between EDCO and City of La Pinel and shall serve terms
of three years. .
There will be an official review by the Advisory Board as to the continuation
of the Advisory Board as outlined In this MOU 1n comparison to the
formation of a legal non-profit corporation or other options that would
enhance or Improve the Program. This review and recommendation shall be
3 -MEMORANDUM OF UNOERSTANOING
{0033104212}
provided to City of La Pine and EDCO In writing between the 32nd and 36th
month of this MOU. .
SECTION:I RElATIONSHIP
. 3.1 Independent Contractor. EDCO will be an Independent contractor of City of
La Pine. EDCO and the selected Program Manager will not be an employee
of City of La Pine. EDCO will be free from direction and control over the
means and manner of providing the Services. EDCO will have the authority
to hire other persons to provide or to assist tn providing the Services and will
have the authority to terminate those persons.
3.2 No Agency Relationship. This MOU does not create an agency relationship
between the parties and does not establish a joint venture or partnershIp
between the parties.
3.3 City of La Pine -Indemnification. To the fullest extent permitted by law, City
of La Pine shall be solely responsible for its own conduct with respect to any
action taken related to this MOU, and Crty of La Pine shall defend, Indemnify
and hold EDCO (and Its officers, employees" agents, contractors, board
members anp representatives) harmless for, from and against any and all
claIms, demands, actions, suits, damages, liabilities, costs, and expenses,
indud lng, without limitation, attorney fees, arising out of or related to City
of La Pine's obligations and/or actions, and/or any breach and/or failure to
perform any City of La Pine representation. warranty, obligation, and/or
covenant under this MOU. City of La Pine's Indemnification obligations
provided under this Section 3,3 will survive the termination of this MOU.
3.4 EOCO -Indemnification. To the fullest extent permitted by law, EOCO shall
be solely responsible for its own conduct with respect to any action taken
related to this MOU, and EDCO shall defend, Indemnify and hold aty of La
Pine {and Its officers, employees, agents, contractors; and representatfves}
harmless for, from and against any and all claims, demands, actions, suits,
damages, liabilities, costs, and elCpenses, Including, without limitation,
attorney fees, arising out of or related to EDCO's provision of the Services
and/or breach and/or failure to perform any EDCO representation, warranty,
obligation, and/or covenant underthfs MOU. EDCO's Indemnification
obligations provided under this Section 3.4 will survive the termination of
thIs MOU.
SECTtON 4 LIMITED WARRANTY
4.1 Warranty. EDCO warrants to City of La Pine that the Services will be
performed by qualified personnel In a profeSSional manner, In accordance
with the specifications set forth on Schedule 1.
4-MEMORANDUM OF UNDERSTANDING
{003i11042j2.'
4.2 Disclaimer of Warranties. Except for the express warranties in this MOU,
EDCO expressly disclaims all warranties with respect to the Services, express
and Implied.
SECTION 5 COVENANTS OF THE PARTIES
5.1 Compliance With laws. Each party will comply with all applicable Jaws.
5.2 Governmental Authorizations. Each party will obtaIn and maintain all ofthe
licenses, permits, registrations, and other governmental authorizations
required to conduct the Program and perform the Services.
SECTION 6 INTELLECTUAL PROPERTY RIGHTS
6.1 Definition. "Creatlve Worku means any work tha~ EDCO creates or has
created In connection with the Services or any other services provided by
EDCO.
6.2 Work Made for Hire. The Creative Work Is, was, and will be specially ordered
and commiSSioned for use by City of La Pine, and Is a work made for hire for
copyright purposes to the extent it qualifies as such under applicable law.
6.3 Assignment. City of La Pine assigns to EDCO Its entire Interest In the Creative
Work (if any), including but not limited to all copyrights, patent rights, trade
secret rights, trademark rights, and other intellectual and proprietary rights
In the Creative Work.
6.4 Moral Rights. City of La Pine assigns to EDCO any moral rIghts that It may
have In the Creative Work} and waives any right to assert any moral rights In
any portion of the Creative Work.
6.5 Perfection. At the request and expense of EDCO, aty of La Pine will sign
such documents and take such actions that EDCO deems reasonably
necessary to perfect, protect, and evidence EDCO's rights in the Creative
Work.
SECTION 7 TERMINATION
Absent a renewalln writing executed by the parties} this MOV will terminate upon
the earliest to occur of the following:
(a) Five (5) years from the effective date of this MOU;
(b) Lack of adequate funding to support and maintain the Program and/or
Services, as determined by EDCO In its sole discretion;
S-MEMORANDUM OF UNDERSTANDING
{00391042;2}
.._-.... _--_._--
(c) Upon the written agreement ofthe parties;
(d) Upon 90 days' written notice by either party to the other party for any
reason or no reason; or
(e) Upon notice by EOCO to City of La Pine or vice versa, If either party
materially breaches this MOU and falls to cure the breach wIthin 20 days
after written notificatIon.
SECTION 8 GENERAL
8.1 Assignment and Binding Effect. Neither party may assign any of the partys
rights and/or obligations under this MOU to any person without the prior
written consent of the other party. Subject to the Immediately preceding
sentence, this MOU will be binding on the parties and their respective heirs,
personal representatives, successors, and permitted assigns, and will inure
to their benefit.
8.2 Amendment and Notices. This MOU may be amended only by a written
document signed by the party against whom enforcement Is sought. All
notices or other communications required or permitted by this MOU must
be in writing.
8.3 Waiver. No waiver will be binding on a party unless it is In wrltlna and signed
by the party making the waiver. A party's waIver of a breach of a provision
of this MOU will not be a waiver of any other provision or a waiver of a
subsequent breach of the same provIsion.
8.4 Severability. If a provision of this MOU is determined to be unenforceable In
any respect, the enforceability of the provisIon In any other respect and of
the remaining provisions ofthls MOU wiJI not be Impaired.
8.S No Third-Party Beneflclarles. The parties do not Intend to confer any right or
remedy on any thIrd party. Subject to the terms and conditions contained In
this MOU, each party will pay aU waaes and benefits due any of Its
personnel, Including, wlthollt limitation, overtime and workers'
compensation.
8.6 Remedies. The parties will have all remedies available to them at law or In
equity. All available remedies are cumulative and may be exercised
singularly or concurrently.
8.7 Attorneys Fees. If any arbitration or litigation Is Instituted to Interpret,
enforce, or rescind thIs MOU, including but not limited to any proceeding
brought under the United ~tates Bankruptcy Code, the prevallIna party on a
claim will be entitled to recover with respect to the claim, In addition to any
6-MEMORANDUM OF UNDERSTANDING
{00331042l2.}
other relief awarded, the prevailing partys reasonable attorney's fees and
other fees, costs, and expenses of every kind, Including but not limited to the
costs and disbursements speclfled In ORCP 68 A(2)~ Incurred In connec:tion
with the arbitration, the litigation, any appeal or p~ltlon for review. the
collectIon of any awardl or the enforcement of an~order, as determined bV
the arbitrator or court. ;
8.8 Entire Agreement. This MOU contains the entire understanding of the
parttes regarding the subject matter of this MOU aod supersedes all prior
nd contemporaneous negotiations and agreements, whether written or
oral, between the parties with respect to the subJe~ matter of this MOU.
Dated Effective: JulV 1, 2013.
eCONOMIC DEVELOPMENT FOR
CENTRAL OREGON,. INC.
Ro
7 -MEMORANDUM OF UNDE'IISTANDUIIG
{OO33.1D42;2}
• Provide oversight review of Job retention and expansion programs.
• Maintain and update the Industrial property inventory to facilitate filling needs
of both new and exlsttng businesses.
• Perform retention Interviews and Identify the top five systemic constraints that
should be addressed.
i • Develop and implement retention strategies, partnerlng with local regional andi
j statewide agendes.
I
• Aid existing businesses in reaching their growth potential.
• Gather and update website informatIon related to resources and services for
existing businesses.
• Conduct seminars and workshops to educate business leaders, community
leaders, and elected officials on the value and need for economic development.I • Manage the City of La Pine Enterprise Zone, Including outreach to existing
eligible companies, and coordination with the City of La Pine Assessor's Office
and state agencies.I
I In addltlon-to these Items, E,?CO will work with City of La Pine to formulate realistic, but
forward rooking metrics, Including:
• A target number of completed business development pl'oJects? (retention, expansion and recruitment);f • A target numbel' of new, primary family-wage Jobs;~ .~ • A target amount of new, taxable Investment; and/or ~ • Success/completion of strategic local projects (Industrial park
development, workforce Initiative, etc.).
I 1
As ""ith current measurement policies at EDCO, only projects where local or regional
economic development efforts have played a lead or contributing role will be countedI In the metrlcs.
2 -SCHEDULE 1-MEMORANDUM OF UNDI!RSTAHOING
{OO331042:2}
#20 14-{)48
Attachment F
PARTNERSHIP AGREEMENT
Redmond Economic Development Corporation
and
Economic Development for Central Oregon
June 2009
BACKGROUND
Redmond Economic Development, Inc. (RED!) and Economic Development for Central Oregon,
Inc. (EDCO) in 2002 expressed interest in working more closely on marketing, recruitment,
retention and expansion efforts. The community of Redmond was seeking a local manager and
support for irnplemenmtion of II multi-faceted economic development program. This situation
resulted in a partnership understanding between the two organizations whereby they entered into a
one-year "pilot" agreement in 2003-2004 that could be extended if agreed upon by the board of
ditectots of both entities.
The "pilot" trial proved to be highly successful in the ftrst year and was subsequently extended twice
more and now once again through the 200S-2Q06 operating year. In the interest of efficiency,
stability and predictability, II three year agreement was signed that extended the partnership formally
fromJuly 1,2006, through June 30, 2009. This agreement has been edited for the REDI Board of
Directors' curtent consideration for a second three-year term from july 1, 2009 to June 30, 2012.
The agreement can still be terminated, with mutual agreement an with the required notice, and
budgets for the program will be approved annually by both the EDCO IUld REDI Board of
Directots through the standard budget process.
GOALS
The primary gos.l fOl: this partnership is to continue and expand the efficient, effective industrial
economic development program for the Redmond community, which includes business tecruitment,
expansion and retention activities. The program is project and/ot client-based to provide
substitutive solutions, one company at a time, relating to wotkIorce issues, business finance.
marketing, access to incentive programs. teal estate development and otller factots impacting
businesses. Further goals and activities include:
,.. Working to achieve goals and deliverables as outlined in the Redmond Economic
Development, Inc., annual Straflgi~ Plnn.
o Maintain a communication network and support among financial entities, real estate
rums, private devdopers and governmental agencies with a direct interest in
development activity within Redmond.
OTHER AGREED UPON ROLES
Under this partnetship fundtaising for these activities is the responsibility of REDI. RED! will
provide this funding through its efforts, and that said funds will be above and beyond present
fUlancial contributions to EDCO from the City ofRedtnond or private mernbets. BDCO will not
attempt to solicit additional EDCO members from prospects located within Rednl0nd. EDCO will
contribute a portion of funding it receives from the City of Redmond, which is to be used at
EDCO's discretion, toward the Redmond prog:tatn. The space and physical assets (desks, chairs,
fixtutes, file cabinets, computers, printers, etc.) required to effectively and efficiently implement the
afotementioned ptogtam is the responsibility ofREDI. EDCO maintains all financial, tax and
accounting aspects relating specifically to the program including its employee(s), however REDI is
'-_..
REDI BDCO PfHtltlnllip AgrrllJllttt
JII.,2fX»
PIfIJ 2 1/2
responsible for maintaining its own financial and legal accounts for fundraising, physical assets, and
office lease. Oversight and management of the program manager is the responsibility of the EDCO
Executive Director.
COORDINATION
BOCO and REDI recognize and have proven that legulat. meaningful communication is a crucial
pa.tt of a successful program for Redtnond and for the region as a whole. Communication between
the boatds, staa: and committees is a must, and improves through the regular use of email, joint
meetings, and phone conversations. RED! plays an active advisory role in monitoring and
improving services delivered by the progtam in Redmond.
REPRESENTATION
As part of RED1'& active advisory role in monitoring and improving services delivered by the
program, an annual Strategic Plan is generated and updated by the REDI Board of Directors. This
annual Strategic Plan sets the broad guidelines framing the year's operation and is used in generating
financial and COtnillunity support for the program. The expertise within the RED! Board of
Directors will serve as a resource to support specific projects and activities within Redmond.
EDCO's three-yeru: Struugic Pkm for the organization and region's economic development, will be
updated in fall 2009
In exchange for services from and financial contributions to EDCO resulting from this partnetship
agreement, Redmond will have II. total of four board seats on the EDCO Board of Directors -two
sdected by the Rechnond City Council and two by the REDI Board. This EDCO board
representation provides overall policy direction for all EDCO efforts, not just the RED! program
and tlctivities. These membets are digible to serve on various EDCO committees and as officet.s of
the organization. Although not pan of the EDCO bylaws. it is the desire and intent of both
organizations that one of the Redmond representatives (RED! or City appointed) on the EDCO
Board also serve on the EDCO Executive Committee.
BUDGET
The operating budget for these additional efforts by EDCO for REDJ as outlined above is prepared
annually by BDCO, reviewed and agreed to by the REDJ Executive Committee prior to July 1"" of
each fiscal year this agreement is in effect. The agreed to budget will determine the amount of the
EDCO invoice to REDI for services tendered.
PERFORMANCE
As part of the review of the proposed budget for each coming year, the cU1:rent yeat's ovetall
operation and accomplishments will be evaluated jointly by the BDCO Executive Director and the
REDI Executive Committee with specific attention to the REDI Manager's performance,
DURATION and TERMINATION OF AGREEMENT
This agreement will be in force for a period of three years cotnmencing on July 1, 2009 and
terminating on June 30, 2012. Should eithet party find it necessary to telminate this agreement prior
to its expiration it will require mutual agreement or a minimum of three month written notice.
APPROVED BY:
Economic Development for Central Oregon
~,