HomeMy WebLinkAboutEC16-386 - Original - Port of Seattle - Food Innovation Network (FIN) Pilot Kitchen Incubator Project Grant - 11/07/2016 ecords Management
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CONTRACT COVER SHEET
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This is to be completed by the Contract Manager prior to submission ccv
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name Port of Seattle
Vendor Number: ID Edwards Number
Contract Number. Eta - 7j
This is assigned by City Clerk's Office
Project Name: Food Inovation Network Pilot
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Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment Contract
® Other: Grant
Contract Effective Date 5/31/2017Termination Date: 7/31/19
Contract Renewal Notice (Days):
Number of days required notice for termination or renewal or amendment
Contract Manager: gill Ellis Department: Econ & Comm. Dev.
Contract Amount:
Approval Authority: (CIRCLE ONE) Department Director Mayor City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
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As of: 08/27/14
Port .e £c
of Seattle
ECONOMIC DEVELOPMENT PARTNERSHIP AGREEMENT
BETWEEN
THE PORT OF SEATTLE AND THE CITY OF KENT
This Economic Development Partnership Agreement (the "Agreement") is
made and entered into as of October , 2016, by and between the Port of
Seattle (the "Port") and the City of Kent (the "City"), both municipal
corporations of the State of Washington (each, a "Party" or, collectively, the
"Parties").
RECITALS
WHEREAS, engaging in the promotion of economic development is a
recognized Port purpose authorized under RCW 53.08.245; and
WHEREAS, RCW 35.21.703 similarly authorizes cities to engage in
economic development programs; and
WHEREAS, RCW 53.08.240(2) permits the Port to contract with another
municipality to perform such undertakings each is authorized to perform; and
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WHEREAS, the Port Commission of the Port of Seattle established the
Economic Development Partnership Program (the "Program"), to advance the
Port's Century Agenda, promote a dramatic growth agenda, support the
creation of middle class jobs and help address the lack of economic
development funding for local projects; and
WHEREAS, grant funding across the region is very limited for cities that
want to pursue economic development projects or initiatives, and cities in the
State of Washington have very limited economic development tools; and
WHEREAS, the Program will provide 38 King County cities per capita
funding to advance local economic development throughout the region, and
requires a 50% local match by the cities that receive the grants; and
WHEREAS, the Program will help the Port advance regional economic
vitality through focused partnerships with King County cities; and
WHEREAS, the Program will make grants to cities that pursue programs
and projects that stimulate business development, job creation and community
revitalization, such as small business development, industry retention and
expansion, and other economic development projects that support new
investment and job creation;
Contract 5-00318822 Economic Development Partnership Agreement
Between the Port of Seattle and the City of Kent
Page 1 of 9
Port
of Seattle
NOW, THEREFORE, the Parties agree as follows:
1. Purpose. The purpose of this Agreement is to establish a contractual
arrangement under which the Port will contribute Program funds to the City in
the amount set forth on Section 2, solely for the purpose of assisting the City in
carrying out the local initiative and deliverables described in Exhibit A,
attached and incorporated hereto by this reference (the "Project"). This
Agreement shall be interpreted in furtherance of this purpose.
2. Responsibilities of the Port. The Port shall contribute Sixty-Five
Thousand and No/100 Dollars (the "Grant Fund Amount") to assist the City in
funding the Project. The Port shall disburse the Grant Fund Amount to the City
on a monthly basis and no later than thirty (30) days after receipt of an invoice
detailing those Project deliverables completed in accordance with Exhibit A.
Subject to the requirements of this Section and of Section 18 (where
applicable), the Port shall make the final payment of the Grant Fund Amount
to the City by no later than June 30, 2017, or receipt of the final report,
whichever occurs later.
3. Responsibilities of the City.
3.1 The City shall contribute Thirty-Two Thousand Five Hundred and
No/100 Dollars ($32,500.00) towards the Project, an amount that is
equivalent to at least fifty percent (50%) of the Grant Fund Amount (the
"City Match").
3.2 The City may contract with local non-profits to complete the
Project or elements of the Project; provided, that the Port shall not,
under any circumstance, disburse the Grant Fund Amount to any of the
City's contractors or subcontractors.
3.3 The City shall complete the Project deliverables set forth in
Exhibit A by no later than May 31, 2017.
4. Term. This Agreement shalt be become effective as of the date first set
forth above, and shall terminate on May 31, 2017, unless earlier terminated
under another provision of this Agreement.
5. Termination for Convenience. Either party may terminate this
Agreement at any time for any reason, by giving the other party thirty (30)
days' written notice. In the event the Port terminates this Agreement and the
City has completed any portion of the Project by the time it receives the Port's
Contract 5-00318822 Economic Development Partnership Agreement
Between the Port of Seattle and the City of Kent
Page 2 of 9
Poo f
of Seattle
notice of termination, the Port shall pay the City a percentage of the Grant
Fund Amount that is proportional to the City's completed portion of the
Project.
6. Termination for Default. Except in the case of delay or failure resulting
from circumstances beyond the control and without the fault or negligence of
the City, the Port shall be entitled, by written or oral notice to the City, to
terminate Agreement for breach of any of the terms and to have all other
rights against the City by reason of the City's breach as provided by law.
7. Waiver. Failure at any time of either Party to enforce any provision of
this Agreement shall not constitute a waiver of such provision or prejudice the
right of either Party to enforce such provision at any subsequent time. No term
or condition of this Agreement shall be held to be waived, modified or deleted
except by a written amendment signed by the Parties
8. Partial Invalidity. If any provision of this Agreement is or becomes void
or unenforceable by force or operation of law, all other provisions hereof shall
remain valid and enforceable.
9. Indemnification and Hold Harmless Agreement. The City shall defend,
indemnify, and hold harmless the Port, its Commissioners, officers, employees,
and agents (hereafter, collectively, the "Port") from all liability, claims,
damages, losses, and expenses (including, but not limited to attorneys' and
consultants' fees and other expenses of litigation or arbitration) arising out of
or related to the fulfillment of this Agreement; provided, however, if and to
the extent that this Agreement is construed to be relative to the construction,
alteration, repair, addition to, subtraction from, improvement to, or
maintenance of, any building, highway, road, railroad, excavation, or other
structure, project, development, or improvement attached to real estate,
including moving or demolition in connection therewith, and therefore subject
to Section 4.24.115 of the Revised Code of Washington, it is agreed that where
such liability, claim, damage, loss or expense arises from the concurrent
negligence of (i) the Port, and (ii) the City, its agents, or its employees, it is
expressly agreed that the City's obligations of indemnity under this paragraph
shall be effective only to the extent of the City's negligence. Such obligations
shall not be construed to negate, abridge, or otherwise reduce any other right
or obligation of indemnity which would otherwise exist as to any person or
entity described in this paragraph. This paragraph shall not be construed so as
to require the City to defend, indemnify, or hold harmless the Port from such
claims, damages, losses or expenses caused by or resulting from the sole
negligence of the Port.
Contract S-00318822 Economic Development Partnership Agreement
Between the Port of Seattle and the City of Kent
Page 3 of 9
Port
of Sea71e
In any and all claims against the Port, by any employee of the City, its agent,
anyone directly or indirectly employed by either of them, or anyone for whose
acts any of them may be liable, the indemnification obligation of this
paragraph shall not be limited in any way by any limitation on the amount or
type of damages, compensation benefits payable by or for the City, or other
person under applicable industrial insurance laws (including, but not limited to
Title 51 of the Revised Code of Washington), it being clearly agreed and
understood by the Parties hereto that the City expressly waives any immunity
the City might have had under such laws. By executing this Agreement, the City
acknowledges that the foregoing waiver has been mutually negotiated by the
parties.
The City shall pay all attorneys' fees and expenses incurred by the Port in
establishing and enforcing the Port's right under this paragraph, whether or not
suit was instituted.
10. Comply with All Laws. The Parties shalt at all times comply with all
federal, state and local laws, ordinances and regulations, including but not
limited to all environmental laws, which in any manner apply to the
performance of this Agreement.
11. Integration. This Agreement, together with the attached Exhibit A,
constitutes the entire Agreement between the Parties and unless modified in
writing by an amendment executed by the Parties, shall be implemented only
as described herein.
12. Governing Law and Venue. This Agreement shall be governed by the
laws of the State of Washington. Any action arising out of this Agreement shall
be brought in King County.
13. No Employment Relationship Created. The Parties agree that nothing in
this Agreement shall be construed to create an employment relationship
between the City and the Port.
14, No Entity Created. The Parties agree that nothing in this Agreement
shall be construed to create a joint entity between the City and the Port.
Contract S-00318822 Economic Development Partnership Agreement
Between the Port of Seattle and the City of Kent
Page 4 of 9
Port 1
of Seattle
15, Notices. Notices to the Port shall be sent to the following address:
Port of Seattle
Economic Development Division
P. 0. Box 1209
Seattle, WA 98121
Notices to the City shall be sent to the following address:
City of Kent
Suzette Cooke, Mayor
400 W. Gowe Street
Kent, WA 98032-6019
16. Audits and Retention of Records. The City shall retain and make all
books, records and documents (the "Records") relating to the performance of
this Agreement open to inspection or audit by representatives of the Port or
Washington State during the term of this Agreement and for a period of not
less than six (6) years after termination of the Agreement; provided, that if
any litigation, claim or audit arising out of, in connection with or related to
this Agreement is initiated, the City shall retain such Records until the later of
(a) resolution or completion of litigation, claim or audit; or (b) six (6) years
after the termination of this Agreement.
17. Amendment. This Agreement may only be amended by written
agreement of the Parties.
18. Dispute Resolution. The signatories below or their authorized delegates
shall use good faith efforts to cooperatively resolve disputes that arise in
connection with this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
as of the date first set forth above.
PORT OF SEATTLE CITY OF KENT
By: Tim Jayne By: Suzette Cooke
Sr. Manager, Purchasing Mayor
�r a' -
Signature Sig a re
Dated -gated
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Contract 5-00318822 Economic Development Partnership Agreement
Between the Port of Seattle and the City of Kent
Page 5 of 9
Port yti
of Seattle
EXITIBIT A
SCOPE OF WORK/SPECIFIC REQUIREMENTS
1. Scope of Work:
Redesign and development of the City's Food Innovation Network (FIN) pilot
kitchen incubator project by May 31, 2017:
a. Incubation for entrepreneurs with proven product and ready to
establish business formally.
FIN will provide commercial kitchen access at reduced cost for 6-10
entrepreneurs ready to launch their businesses. In addition to a
sliding scale rental fee, entrepreneurs will receive a small grant to
cover license and permit costs. Entrepreneurs agree to work with a
business coach, develop a business plan and start a business checking
and savings account, and meet monthly as a cohort for peer learning
and support.
FIN member Project Feast will provide 50 hours per entrepreneur for
commercial kitchen orientation, mentorship and weekly workshops
on topics like recipe development, networking with successful food
entrepreneurs, etc. We envision 5-7 entrepreneurs receiving
consultation and workshops from Project Feast in the calendar year
2017. The reporting period will cover the services to those
entrepreneurs through May 31, 2017.
b. Pre-incubation for entrepreneur in business idea development stage.
Green River will refer 1-2 entrepreneurs per cohort for a total of 3-4
in 2017 to the Project Feast apprenticeship program. These
entrepreneurs are identified as those who would greatly benefit from
commercial kitchen training and hands-on experience prior to
opening their own small food business as they may not have had prior
industry experience. These entrepreneurs will receive 320+ hours of
industry training and mentorship from Project Feast's Executive Chef
and staff.
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c. New retail business in Kent downtown.
As a social enterprise, Project Feast will open a cafe staffed by its j
apprentices that will serve international food for lunch in historic
Contract S-00318822 Economic Development Partnership Agreement
Between the Port of Seattle and the City of Kent
Page 6 of 9
Dort '
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downtown Kent. In addition, Project Feast will continue its successful
catering program that serves food from the Middle East, East Africa
and South East Asia while employing refugee and immigrant
graduates. Project Feast's social enterprise food services will bring
sales tax to the City of Kent.
Project Feast and other FIN members will support entrepreneurs to
search for retail channels for their products. Some of the products
wilt be sold directly at the cafe. Retail sales from these fledgling
food businesses will also result in sales tax revenue for Kent.
d. Increase traffic to Kent downtown.
Project Feast proposes to hold 4-5 pop-up dining events in 2017.
These dining events will be reflective of the diverse cuisines of the
apprentices and entrepreneurs that FIN serves. Each dining event will
afford the participants opportunities to plan a menu, write recipes,
manage inventory, cook and serve food to an audience. These events
wilt be marketed to residents of Seattle and South King County
attracting many to discover downtown Kent.
The City wilt submit a written report to the Port within 45 days of completion of the
Scope of Work but no later than, May 31, 2017, a final report shall be submitted to
the Port. Port may request periodic project updates from the City.
2. Definition and restatement of how funds are to be used.
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Project Feast pre-incubation ( $28,800 ( $10,000 $38,800
services
Project Feast consultation to ! $9,000 $22,500 (City of $31,500
entrepreneurs being incubated Kent SSDC
GRC SBDC Consultation (City of contract with GRC
Kent Contract)
Operation of a low-cost $10,500 $10,500 v
commercial kitchen access for
entrepreneurs (rent, utilities,
maintenance)
Entrepreneur start-up support for $5 000 $5,000
licensing and permits
Contract 5-00318822 Economic Development Partnership Agreement
Between the Port of Seattle and the City of Kent
Page 7 of 9
Port
of Seattle
Service provider $6,900
e .. _ _
Market Expansion (includes pop- $4,800 $4,800
up dining)
Total $65,000 $32,500 $97,500
Any funds obtained from the Port for economic development and tourism
activities are to be used specifically for projects that create jobs, foster
business growth, and support the Port's business interests, advertising,
promotion, marketing that have the potential to generate incremental visitor
expenditures and/or increase visitors to the City and the surrounding area.
2. Access and Process for obtaining funds.
The Port may authorize reimbursement of eligible expenses upon approval by
the Port and documentation from the City providing information on expenses
and required match. Port may require appropriate documentation to validate
participation in the activity, advertising placement, or a specific project that
will be initiated.
3. Port Approval and Recognition:
a. All projects must utilize and identify the Port as a partner or sponsor.
Prior to implementation, Port requires a review of the proposed
placement of the Port logo on advertising, promotion materials,
booth displays, online, digital or printed materials.
b. Prior to specific advertising execution or implementation, the Port
will review and approve the advertising placement and schedule.
4. The Agreement and Final Report:
TASK DESCRIPTION SCHEDULE
Task 1 Execute Agreement No later than
October 14, 2016
Task 2 Execution of Agreement by Port No later than
October 21, 2016
Task 3 Provide an Invoice for the total amount No later than May 31
remaining due from the Port 2017
Task 4 Final Report and Accounting: No later than:
1. Provide a detailed report on the FIN May 31, 2017
pilot kitchen incubator project
Contract S-00318822 Economic Development Partnership Agreement
Between the Port of Seattle and the City of I(ent
i
Page 8 of 9
Port : £F
of Seattle
pursuant to the Scope of Work defined
above, including but not limited to
new customers coming to downtown
Kent for the evening "pop-up dinners"
and the overall success of the project.
2. Provide the number of "new"
businesses which were created as a
result of the project.
3. Provide copies of advertisements and
marketing materials.
4. Provide a link to the commercial
kitchen and cafe on
http://visitkent.com. Provide the
number of "hits" and "shares" and
include any other criteria to
measurement the success of the
website.
5. Provide a detailed accounting of the
monies spent, including 50% matching
funds.
5. Miscellaneous:
No Port funds can be used to underwrite general or capital expenses associated
with an event or program already in progress.
End of Exhibit A- Scope of Work/Specific Requirements
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Contract S-00318822 Economic Development Partnership Agreement
Between the Port of Seattle and the City of Kent
Page 9 of 9
1.
REQUEST FOR MAYOR'S SIGNATURE
T Please Fill in All Applicable Boxes
w.
Ori inator: Julie Pulliam_ Phone (originator): 5702
Date Sent: 11/4/16 Date of Council Approval: 10/18/16
Return Date of Approval from Finance: NA
Signed Document to: Julie Pulliam (only required on contracts $10,000 &over or on any Grant
Agreements)
Date Required: ASAP Date of Approyal from Risk Manager: N/A
Vendor Name: Port of Seattle Grant Budgeted: YES ❑ NO ❑
Budget Fund:
Brief Explanation of Document:
Grant from the Port of Seattle to redesign and develop the City's Food Innovation
Network Pilot kitchen incubator project
All Contracts Must Be Routed Through The Law Department
(This area to be completed by the Law Department)
Received: 4, °
Law Department Approved as to Form:
Law Dept. Comments: "
Date Forwarded to Mayor:
Shaded Areas To Be Completed By Administration staff
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Received: p
Recommendations and Comments:
Date Returned:
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