Loading...
HomeMy WebLinkAboutR-2004-142 National Development Council Technical Assistance AgreementRESOLUTION NO. R-2004-142 A RESOLUTION authorizing the City Manager to execute a Technical Assistance Agreement with the National Development Council (NDC) for the purpose of obtaining technical assistance services related to local, state and federally funded community and economic development projects and activities. WHEREAS, the City of Yakima has worked closely with NDC in efforts to implement the City's $1 million Economic Development Initiative ("EDI") grant from the U.S. Department of Housing and Urban Development (HUD); and WHEREAS, the City needs technical assistance for additional economic development activities including Section 108 loan applications, downtown revitalization and developing and supporting State and Federal economic development legislation; and WHEREAS, the City intends to leverage additional ftmds from state and federal sources for business loans, including New Markets Tax Credits; and WHEREAS, the City intends to help develop and support legislation to improve economic development activities; and WHEREAS, the National Development Council ("NDC") has extensive experience providing technical assistance for successful community and economic development projects; and WHEREAS, NDC is willing to provide said technical assistance in accordance with terms and conditions of the attached "Technical Assistance Agreement"; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into the attached "Technical Assistance Agreement", with NDC, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is authorized and directed to execute the attached and incorporated "Technical Assistance Agreement" with the National Development Council for the purpose of obtaining technical assistance services related to local, state and federally funded community and economic development projects and activities. The final form of the Agreement shall be approved by the City Attorney or his designee. ADOPTED BY THE CITY COUNCIL this 21st day of S -p ember, 20 ATTEST: Paul P. George, Mayor City Clerk (]k)res/ndc contract.pm TECHNICAL ASSISTANCE AGREEMENT This Technical Assistance Agreement is made and entered into by and between the CITY OF YAKIMA, a Washington State municipal corporation, whose address is 129 North Second Street, Yakima, Washington 98901 (hereinafter called "Client"), and NATIONAL DEVELOPMENT COUNCIL, a New York non-profit corporation, which is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, whose address is 51 East 42nd Street, Suite 300, New York, New York 10017 (hereinafter called "NDC") WITNESSETH: WHEREAS, the Client has determined that it needs the professional services of an advisor to work with the Client to assist it in achieving its public goals of developing and implementing community and economic programs, and WHEREAS, NDC is willing to provide, on such terms and conditions as are hereinafter provided, technical assistance to the Client utilizing its expertise in economic and community development activities. NOW THEREFORE, the Client and NDC do hereby agree as follows: I. SCOPE OF SERVICES The Client acknowledges that NDC regularly performs services for various clients located across the United States. The purpose of this Agreement is to set forth the terms upon which the NDC will provide the Client the services described in attached and incorporated Exhibit "A." NDC agrees to perform such services as are requested from time to time by Client and to provide such services as it deems necessary to accomplish the goals requested. In performing the services, NDC shall consult with officers and employees of the Client and shall meet, as appropriate, with such representatives or other entities when necessary, including without limitation State and Federal officials and other local organizations. II. DURATION, TERMINATION The term of this Agreement shall be for period of three (3) years, commencing September 1, 2004, and terminating at midnight, August 31, 2007; provided, however, that either party may terminate this Agreement at any time with or without cause by sending written notice to the other party, in which event this Agreement shall be terminated effective 30 days after receipt of such notice. In the event of such termination, NDC shall be compensated up through the termination date in accordance with Section III. III. COMPENSATION The Client shall compensate NDC for performance of services received hereunder in the total amount of One Hundred Fifty Thousand Dollars ($150,000.00), payable in monthly installments of Four Thousand One Hundred Sixty -Six Dollars and Sixty -Six Cents ($4,166.66). This amount includes all of NDC's time, travel expenses, supplies, postage, telephone, and other similar expenses. On or by the tenth day of each month during the term of this Agreement, NDC shall submit a monthly invoice to the Client evidencing all services provided during the preceding month. The Client shall make payment to NDC within thirty (30) calendar days upon receipt of the invoice. All payments are expressly conditioned upon NDC providing services hereunder that are satisfactory to the Client. TECHNICAL ASSISTANCE AGREEMENT - Page 1 IV. MISCELLANEOUS PROVISIONS 4.1. Status of Consultant. NDC and the Client understand and expressly agree that NDC is an independent contractor in the performance of each and every part of this Agreement. NDC, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. NDC and its directors, officers, agents and/or employees shall make no claim of Client employment nor shall claim any related employment, social security, and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between the Client and the NDC. 4.2. Taxes and Assessments. NDC shall be solely responsible for paying all taxes, deductions, and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the Client is assessed a tax or assessment as a result of this Agreement; NDC shall pay the same before it becomes due. 4.3. Ownership of Material and Documents. All final reports and other materials prepared by NDC for the Client shall be the property of Client, however all work papers and other source materials shall be the property of NDC. NDC shall deliver such materials to Client in accordance with the terms and conditions of this Agreement. Client shall not, without NDC's written consent, associate NDC's name with the report\product, if a subsequent change is made in such report\product after submission to Client. 4.4. Right to Audit. NDC shall establish and maintain appropriate procedures which will assure the proper accounting of all funds paid to it under this Agreement. Client or any of their duly authorized representatives shall have access to any books, documents, papers and records of NDC and/or its subcontractors which are directly pertinent to a specific program for the purpose of making an audit, an examination, excerpts and transcriptions. All such books and records shall be retained for such periods of time as required by law, provided, however, notwithstanding any shorter periods of retention, all books, records and supporting details shall be retained for a period of at least three (3) years after the expiration of the term of this Agreement. 4.5. Confidentiality of Reports. NDC shall keep confidential all reports, information and data given to, prepared or assembled by NDC pursuant to NDC's performance hereunder and Client designates as confidential. Such information shall not be made available to any person, firm, corporation or entity without the prior written consent of Client first obtained. 4.6. Equal Opportunity. NDC shall comply with all provisions of Title VI of the Civil Rights Act of 1964 and of the rules, regulations and relevant order of the Secretary of Labor regarding discrimination. 4.7. Conflicts of Interest. No board member, officer or employee of Client or its designees or agents, and no other public official who exercises any functions or responsibilities with respect to any requested technical assistance, shall be permitted to financially benefit from this Agreement or have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with this Agreement. TECHNICAL ASSISTANCE AGREEMENT - Page 2 4.8. Indemnification and Hold Harmless. a. NDC will indemnify and hold harmless the Client, its officers, elected officials, employees, and/or agents from any and all suits, claims, damages, liability, loss, cost, fines, assessments, penalties or expense (including reasonable attorneys fees and costs) to which the Client, its elected/appointed officials, officers, employees, and/or agents may be subjected solely as a consequence of the willful misconduct and/or negligent acts or omissions of NDC, its directors, officers, employees, agents, subsidiaries, affiliates and subcontractors arising out of or in connection with the performance or nonperformance of the services, duties, and obligations required under this Agreement. b. The Client will indemnify and hold harmless NDC, its directors, officers, employees, agents, subsidiaries, affiliates and subcontractors from any and all suits, claims, damages, liability, loss, cost, fines, assessments, penalties or expense (including reasonable attorneys fees and costs) to which NDC may be subjected solely as a consequence of the willful misconduct and/or negligent acts/omissions of the Client and/or its elected/appointed officials, officers, employees, and/or agents arising out of or in connection with the performance or nonperformance of its duties and obligations required under this Agreement. c. In the event that the directors, officials, officers, agents, and/or employees of both the Client and NDC are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). d. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 4.9. Insurance Requirements. a. Commercial Liability Insurance. On or before the effective date of this Agreement, the NDC shall provide the Client with a certificate of insurance as proof of commercial liability insurance in the amount of One Million Dollars ($1,000,000.00) that clearly states who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the Client, its elected officials, officers, agents, and employees as additional insured's, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the Client thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. NDC shall also provide the Client with a true and correct copy of the said insurance policy on or before the effective date of this Agreement. b. Directors and Officers Liability Insurance. NDC shall obtain Directors and Officers Liability insurance policy with a minimum limit of Three Million Dollars ($3,000,000.00) and a maximum retention of Fifteen Thousand Dollars ($15,000.00). On or before the effective date of this Agreement, NDC shall provide the Client with a true and correct copy of said insurance policy. The definition of insured under said policy shall include NDC, its individual directors, officers, trustees, employees, and volunteers. Said policy shall have a retroactive date on or before the effective date of this Agreement. Coverage under said policy shall remain in full force and effect for a three (3) year period after the expiration/termination date of this Agreement with the same retroactive date either through renewal policies or "tail" coverage on the current policy. c. Fidelity Bond. NDC shall obtain Employee Dishonesty coverage or a fidelity TECHNICAL ASSISTANCE AGREEMENT - Page 3 bond will be obtained in the amount of Fifty Thousand Dollars ($50,000.00). The policy will cover claims resulting from employee theft of money associated with the performance of this contract. The policy will be written on a blanket basis covering all employees, or upon prior approval by the Client, only those employees having access to funds. A copy of the policy will be furnished to the City. 4.10. Release of News Information. No news release, including photographs, public announcements or confirmation of same, or any part of the subject matter of this Agreement or any phase of any program hereunder shall be made without prior written approval of both parties. 4.11. Compliance with Laws. NDC agrees to perform all services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 4.12. Assignment. Neither this Agreement nor any rights, duties or obligations described herein may be assigned by either party without the prior expressed written consent of the other party. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of the party as stated herein. 4.13. Non -Waiver. The waiver of either NDC or the Client of the breach of any provision of this Agreement by the other party shall not operate and/or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing such provision. 4.14. Severability. a. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal or invalid, in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. b. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. c. Should the either party determine that the severed portions substantially alter this Agreement so that the original intent and purpose of the Agreement no longer exists, then that party may, in its sole discretion, terminate this Agreement. 4.15. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: TO NDC: R. A. Zais, Jr. City Manager 129 North 2nd St. Yakima, WA 98901 R i:1 W. >VENPGt?'. / ResiDe.A1r NA-noNAt_vena *nor cowvem... 51 a 42 ► ST• sum 3tv. Pwy NI LOOl TECHNICAL ASSISTANCE AGREEMENT - Page 4 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid or hand delivered. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 4.16. Drafting of Agreement. Both the NDC and the Client have participated in the drafting of this Agreement. As such, it is agreed by the parties that the general contract rule of law that ambiguities in the contract language shall be construed against the drafter of a contract shall have no application to any legal proceeding, arbitration and/or action in which this Agreement and its terms and conditions are being interpreted and/or enforced. 4.17. Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 4.18. Governing Law. This Agreement shall be construed, interpreted and the rights of the parties determined, in accordance with the laws of the State of Washington. 4.19. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 4.20. Entire Agreement. This Agreement contains the final agreement between the parties regarding the matters covered and supersedes any and all other agreement, either oral or in writing, regarding the matters contained herein. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CLIE Richard A. ZAki ais City Manager City of Yakima By: Its: CITY CONTRAC r NO. D./m' -id RESOLUTION NO: �,Q„ �� _ NDC: National Development Cncil '?? By: Its: Robert W. Davenport, President TECHNICAL ASSISTANCE AGREEMENT - Page 5 NDC TECHNICAL ASSISTANCE AGREEMENT SCOPE OF SERVICES EXHIBIT A To promote redevelopment within the Community, City of Yakima is undertaking a variety of community and economic development projects. NDC will provide technical assistance to City of Yakima in reviewing, structuring and financing these projects during pre -development and project development. This Scope of Services describes the assistance available under this Technical Assistance Agreement during the specified contract period. The Client and NDC by mutual agreement may revise this Scope. The Client will direct NDC's activities and determine which services rendered by NDC and payment by the Client evidences the Client's acceptance of the assistance provided under this Agreement. The assistance offered includes: 1. NDC will review and evaluate projects being considered by City of Yakima for community and economic development assistance. This may include, as directed: < evaluating sponsor/developer experience and capacity < financial review and structuring < review of appraisals, cost assumptions, capital budgets, operating statements, marketing data and other funding commitments < advising on tax credit equity sources, requirements and structuring < identifying other funding sources when required < assisting with development issues during pre -development and development < structuring loan documents and development agreements < advising on program regulation issues 2. NDC will provide technical support and/or financial analysis of economic and/or housing development program proposals as periodically referred by staff. 3. NDC will review, as directed, City of Yakima established economic development and/or housing development programs, including: < program goals < eligibility criteria < underwriting guidelines < program documents < internal administration of application and approval process 4. NDC will, at the direction of City of Yakima, assist in obtaining HOME, 108, CDBG and Float financing. 5. NDC will provide technical assistance and advocacy in City of Yakima efforts to seek awards of governmental monies and approval of various programs. 6. NDC will, at City of Yakima direction, provide in-house staff training to City of Yakima personnel on an as needed basis, as available. TECHNICAL ASSISTANCE AGREEMENT - Page 6 BUSINESS OF THE CITY COUNCIL YAKIMA., WASHINGTON AGENDA STATEMENT Item No.: 8 For Meeting of: September 21, 2004 ITEM TITLE: Consideration of a Resolution authorizing the City Manager to execute a Technical Assistance Agreement with the National Development Council (NDC) for community and economic developmet activities and projects. illi SUBMITTED BY: am Cook, Director of Community and Economic Development CONTACT PERSON/TELEPHONE: William Cook (575-6113) SU1VIMARY EXPLANATION: The Department of Community and Economic Development is proposing that the City renew its a professional service agreement with the National Development Council for community and economic development activities and projects, including: • Review, evaluate and monitor projects receiving CDBG assistance, including float loans and job creation grants. • Review and underwrite economic development projects that involve city financial assistance including Section 108/EDI funding through the U.S. Department of Housing and Urban Development. • Identify and evaluate projects submitted to the City for commercial revitalization tax deductions under the Renewal Community Program. • Assist the city's efforts to leverage additional resources for its Section 108 loan program, including New Markets Tax Credits and other state or federal grants. • Assist the city's efforts to propose and support state legislation related to economic revitalization such as tax increment financing, enterprise zones, etc. • Downtown strategy development. • Apply for maximize use of special economic development appropriations/designations (HUD/VA, Empowerment Zones, HUB Zones, etc.) The proposed amount of the contract is $50,000 per year, for up to three years. Resolution X Ordinance Contract X Other Specify Funding Source: Economic Development general funds. APPROVAL FOR SUBMITTAL: City Manager er STAFF RECOMMENDATION: Approve the contract by adopting the resolution. BOARD/COMMISSION RECOMMENDATION: COUNCILACTION: Resolution adopted. RESOLUTION R-2004-142