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HomeMy WebLinkAboutMOU City of La Pine and EDCOMEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is between City of La Pine, Oregon ("City of La Pine") and Economic Development for Central Oregon, Inc. ("EDCO"), and shall be effective , 2012, and shall remain in effect for five years unless terminated earlier in accordance with this MOU. RECITALS: EDCO and City of La Pine have expressed an interest in working more closely 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 multi -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 County, local chambers and business leaders in the La Pine area to achieve the economic development for the region contemplated by this agreement. 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 locally in the City of La Pine (hereinafter "Program"), to serve City of La Pine as well as the area outside the incorporated city limits including the Sunriver area. EDCO shall hire, employ and direct a half time (.5 FTE) Program Manager for the Program who will oversee all elements of the Program, parallel to EDCO's outreach efforts for business recruitment, expansion and retention activities in other geographic areas. The Program will be project and/or client -based to provide substantive solutions, 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 Agreement, EDCO agrees to use commercially reasonable efforts to provide the services set forth on Schedule 1, performed and created in accordance with the specifications set forth on Schedule 1 (the "Services"). EDCO will initiate recruitment of the Program manager within thirty (30) days of EDCO's receipt of $2,500, in funding from City of La Pine or at EDCO's discretion anytime prior to the receipt of said funds. City of La Pine shall cooperate and work with EDCO to ensure the delivery of Program Services under this Agreement. EDCO will present a 1 — MOU Agreement — EDCO/City of La Pine quarterly Program report to the City Council at a public meeting that includes a revenue and expense report of the Program to City of La Pine. SECTION 2 COMPENSATION AND FUNDRAISING 2.1 Compensation and Funding. City of La Pine shall provide funding to EDCO on an annual basis to run the Program. Such funding includes contributions collected by the City of La Pine from Deschutes County and other public entities. The total of this funding shall be not less than $40,000 for the first 12 months, 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, EDCO and City of La Pine will determine the amount of funding necessary to run the Program; however, the amount of funding provided by City of La Pine to EDCO shall not be less than $40,000 annually. Each quarter, EDCO will bill City of La Pine one quarter of the annual amount of funding less one quarter of the private fundraising donations received by EDCO in the previous quarter. 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 the unincorporated area, to ensure and maintain adequate funding and fundraising to support continuation of the Program and Services that are the subject of this Agreement and for payment of all compensation and expenses due to EDCO for the Services provided under this Agreement. All fundraising dollars raised by and within City of La Pine shall be used for Program purposes only. Private funding donations may be made directly to EDCO or to City of La Pine (which will then be transmitted to EDCO). Any private funding donations received by EDCO will be reflected on City of La Pine's quarterly bill. 2.3 Government Funding. EDCO will maintain separate financial, tax and accounting aspects relating to Program and Services 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. 2.4 Office Space. The Program and this MOU are contingent upon City of La Pine and/or the local business community providing proper and adequate office space, utilities, supplies and equipment to EDCO free of charge for EDCO Program personnel. EDCO shall be responsible only for phone and Internet charges. EDCO and City of La Pine shall work to ensure adequate office space. 2 — MOU Agreement— EDCO/City of La Pine 2.5 Board Representation. Representatives from the City of La Pine community will 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, an additional seat would be added to the EDCO Board at EDCO's determination, raising representation of the City of La Pine & Sunriver area to a total of two for the period of time this Agreement remains in effect. City of La Pine will appoint this second representative upon authorization from EDCO. These members would be eligible to serve in officer positions and on various EDCO committees. 2.6 Program Personnel. The Program shall be run by an Economic Development Manager who shall be selected by hiring panel composed of the EDCO Executive Director and five community leaders selected jointly by EDCO and City of La Pine. The Program Manager shall be an EDCO employee, and all oversight, management, supervision and direction of the Program Manager will be the responsibility of EDCO, which shall also have the sole right to determine salary and merit raises or bonuses and any other compensation and benefits, and to terminate. However, feedback from City of La Pine, either through its elected officials and/or an Advisory Board, on the Program Manager's performance is expected. The Program Manager must be a resident of the La Pine or Sunriver area. 2.7 Advisory Board. A local Advisory Board will 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 area and the public and private investors of the Program. The Advisory Board will meet monthly (or as otherwise agreed) to provide ideas, contacts, policy direction, feedback on results, and help with fundraising efforts. The members of the Advisory Board shall be selected by mutual agreement between EDCO and City of La Pine, and shall serve terms of three years. There will be official review by the Advisory Board as to the continuation of the Advisory Board as outlined in this agreement in comparison to the formation of a legal non profit corporation or others options that would enhance or improve the providing of services that are attached as "Schedule 1". That review and recommendation shall be provided to the City of La Pine and EDCO in writing between the 32 month and 36 month from the date of this agreement. 3 — MOU Agreement— EDCO/City of La Pine SECTION3 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 in providing the Services and will have the authority to terminate those persons. 3.2 No Agency Relationship. This Agreement does not create an agency relationship between the parties and does not establish a joint venture or partnership between the parties. 3.3 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 of the negligent or illegal acts of the other. SECTION 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. 4.2 Disclaimer of Warranties. Except for the express warranties in this Agreement, 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 will comply with all applicable laws. 5.2 Governmental Authorizations. Each will obtain and maintain all of the licenses, permits, registrations, and other governmental authorizations required to conduct the Program and perform the Services. SECTION 6 INTELLECTUAL PROPERTY RIGHTS 6.1 Definition. "Creative Work" means any work that 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. 4 — MOU Agreement—EDCO/City of La Pine 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, City 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 renewal in writing executed by the parties, this MOU 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, as determined by EDCO; (c) Upon the written agreement of the parties; (d) Upon 90 days' written notice by City of La Pine or EDCO; or (e) Upon notice by EDCO to City of La Pine or vice versa, if either party materially breaches this MOU and fails to cure the breach within 20 days after notification. SECTION 8 GENERAL 8.1 Binding Effect. This Agreement 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 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. 8.3 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 5 —MOIJ Agreement— EDCO/City of La Pine of this Agreement 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 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. 8.5 No Third -Party Beneficiaries. The parties do not intend to confer any right or remedy on any third party. 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 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. 8.8 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: , 2012. CITY OF LA PINE Ken Mulenex, Mayor Steve Hasson, City Manager 6 — MOU Agreement— EDCO/City of La Pine ECONOMIC DEVELOPMENT FOR CENTRAL OREGON, INC. Roger Lee, Executive Director 7 — MOU Agreement— EDCO/City of La Pine SCHEDULE 1 Services La Pine Industrial Park (Deschutes County Owned Real Property) • Manage the real property owned by Deschutes County in the La Pine Industrial Park. • Facilitate the promotion, development, sale and lease of the real property owned by Deschutes County in the La Pine Industrial Park. • All real property transactions are subject to the conditions established between the City of La Pine and Deschutes County through an Intergovernmental Agreement (IGA) Recruitment • Develop, coordinate, implement and monitor a City of La Pine economic development marketing and recruitment plan. • Identify targeted business sectors and develop strategies for recruiting within these sectors, including cluster development. • Make business recruitment a community -wide effort utilizing all resources and organizations in cooperative efforts. • Coordinate the efforts of all public and private business recruitment entities to deliver a consistent message to the business community—internally and externally. • Provide coordination for the on site selection process between the business client and the land developer. • Maintain a communication network among financial entities, real estate firms, private developers and governmental agencies with a direct interest in development activity. • 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 City of La Pine Enterprise Zone, including marketing to new firms, and coordination with the Deschutes County Assessor's Office and applicable state agencies. • Coordinate all of the above stated economic development activities in the unincorporated areas in southern Deschutes County and Sunriver area in addition to the City of La Pine. Expansion and Retention • Proactively seek business expansion and/or relocation opportunities. 1 — Schedule 1 (MOU Agreement — EDCO/City of La Pine) • Provide oversight review of job retention and expansion programs. • Maintain and update the industrial property inventory to facilitate filling 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 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. • 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. In addition to these items, EDCO will work with City of La Pine to formulate realistic, but forward looking metrics, including: • A target number of completed business development projects (retention, expansion and recruitment); • A target number 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.). As with current measurement policies at EDCO, only projects where local or regional economic development efforts have played a lead or contributing role will be counted in the metrics. 2 — Schedule 1 (MOU Agreement— EDCO/City of La Pine)