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HomeMy WebLinkAbout02/19/2013 10 Great Western Building Renovation Agreement with National Development Council M ry BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT f ^� Item No. ( J For Meeting of February 19, 2013 ITEM TITLE: Resolution authorizing an agreement with National Development Council (NDC) for professional services to assist with implementing and processing HUD Section 108 Loan Funding ( "Great Western" Building Renovation Project). SUBMITTED BY: Sean Hawkins, Economic Development Manager Mark Kunkler, Senior City Attorney CONTACT Sean Hawkins, Economic Development Manager, 575 - PERSON /TELEPHONE: 6274 • SUMMARY EXPLANATION: On May 24, 2012, the City of Yakima was awarded $1,095,000 in HUD Section 108 Loan Funding, which must be obligated toward a qualifying project on or before May 31, 2013. City staff has been working with JEM Development on a project to turn the former Great Western Building into a 38 Room boutique hotel, which includes a full rennovation of the 6th Floor Masonic Temple into a meeting and events room. The National Development Council would underwrite the loan on behalf of the City of Yakima and ensure the project complies with HUD Section 108 rules. Resolution X Ordinance Other (specify) Contract: X Mail to: Contract Term: 18 months Amount: $60,000 Expiration Date: August 19, 2014 Insurance Required? No Funding Section 108 HUD Funds Phone: Source: APPROVED FOR SUBMITTAL: r City Manager STAFF RECOMMENDATION: BOARD/COMMISSION RECOMMENDATION: ATTACHMENTS: Click to download Resolution NDC Agreement 2.6.13 NDC City of Yakima Draft Agreement 1.30.2013 RESOLUTION NO. R -2013- A RESOLUTION authorizing the City manager to execute an agreement between National Development Council (NDC) and City of Yakima professional services to assist with implementing and processing HUD Section 108 Loan Funding ( "Great Western" Building Renovation Project). WHEREAS, on May 24, 2012, the City of Yakima was awarded $1,095,000 in HUD Section 108 Loan Funding, which must be obligated toward a qualifying project on or before May 31, 2013; and WHEREAS, the purpose of HUD Section 108 Loan funding is to promote economic development and creation of jobs within qualifying low- to moderate - income standards, and provides a twenty -year loan for qualified projects secured by collateral of real property and contribution of private developer funds; and WHEREAS, the City of Yakima has received an application from JEM Development Company for the renovation of the "Great Western" Building to become a hotel, which project has been found to be a qualifying project under such loan funding program; and WHEREAS, the City needs the assistance of an experienced provider of HUD Section 108 Loan Fund support services, which services include underwriting the loan and administering all HUD requirements; and WHEREAS, NDC is a qualified nonprofit organization that has the ability and experience in providing such loan underwriting and administration services; and WHEREAS, the City and NDC have negotiated an Agreement for the provision of such services in conjunction with the Great Western Building Project; and WHEREAS, the City Council finds and determines that approval of such Agreement is in the best interests if residents of the City of Yakima and will promote the general health, safety and welfare; therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute and administer the "Agreement by and between City of Yakima and National Development Council Regarding Community and Economic Development Advisement," a copy of which Agreement is attached hereto and by reference made a part hereof, now, therefore, 1 ADOPTED BY THE CITY COUNCIL this day of February, 2013. ATTEST: Micah Cawley, Mayor Sonya Claar Tee, City Clerk 2 AGREEMENT BY AND BETWEEN CITY OF YAKIMA, WASHINGTON AND NATIONAL DEVELOPMENT COUNCIL REGARDING COMMUNITY AND ECONOMIC DEVELOPMENT ADVISEMENT This Agreement is made and entered into this _day of 2013, by and between the City of Yakima, Washington, a municipal corporation of the State of Washington whose address is 129 North 2n Street, Yakima, Washington 98901 (the "Client ") and NATIONAL DEVELOPMENT COUNCIL ( "NDC" or the "Contractor "), 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 708 Third Avenue, Suite 710, New York, New York 10017, WITNESSETH THAT: WHEREAS, the Client desires to receive professional services from NDC to develop and assist in the implementation of the Client's community and economic development programs by retaining NDC to provide assistance in implementing HUD Section 108 Loan funding for JEM Development Company, by and through Joseph R. Morrier for a project commonly described as a renovation of the Great Western Building for hotel uses (the "Project "). WHEREAS, NDC is willing to provide, on such terms and conditions as are hereinafter provided, technical assistance to the Client for implementation of HUD Section 108 Loan funding for such Project. NOW THEREFORE, in consideration of the above - mentioned premises and of the mutual covenants contained herein, the parties hereto agree as follows: I. SCOPE OF SERVICES The Client acknowledges that NDC regularly performs services for various governmental agencies and public benefit corporations located across the United States. The purpose of this Agreement is to set forth the terms upon which NDC will provide the Client with assistance it has requested, which is generally described as Exhibit A attached hereto. NDC agrees to perform such services as are requested by the Client and to provide such services, as it deems necessary to accomplish the goals requested. Exhibit A attached hereto fully describes the services to be offered to the Client by NDC. In performing the requested services, NDC shall consult with officers and employees of the Client and shall meet, as appropriate, with such NDC- Yakima TA Services Agreement 2013 representatives or other entities when necessary, including, without limitation, State and Federal officials and other local organizations. II. DURATION, TERMINATION NDC agrees to commence work for the Client effective February 19, 2013, and shall continue providing technical assistance for the Project for a period of eighteen (18) months (through August 19, 2014) or until completion and close -out of the Project whichever sooner occurs. In the event final completion and close -out of the Project extends beyond August 19, 2014, the parties by written agreement or amendment hereto may extend the term of this Agreement upon terms and compensation mutually agreed.. Either party may, at any time, terminate this Agreement 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. III. COMPENSATION The Client shall compensate NDC for performance of services received hereunder in the total amount of Three Thousand Three Hundred Thirty-three Dollars ($3,333.00) per month, with a final payment for the eighteenth month in the amount of $3,339.00. Total compensation under this Agreement shall not exceed $60,000.00; provided, however, in the event the parties agree that it is necessary and appropriate to extend the term of this Agreement pursuant to Section II above, the parties may amend this Agreement to provide for the agreed extension and compensation to be paid thereunder. The monthly fee amount constitutes full compensation for all of NDC's work, time, travel expenses, supplies, postage, telephone, and other similar expenses incurred for provision of services during the month for which compensation is paid. As an independent contractor, NDC is responsible for all taxes and other benefits of the employees of NDC and nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between the Client and the NDC. Payment by the Client for services rendered under this Agreement evidences the Client's acceptance of such services in accordance with the terms of this Agreement. In the event of termination pursuant to Section II prior to expiration of the initial eighteen - month term, each party agrees that the $3,333.00 monthly installment represents and constitutes fair and full compensation for the services rendered by NDC each month, and NDC shall be entitled to compensation in the amount of $3,333 per month, or prorated portion thereof, for services provided up to the effective date of termination. After the effective date of termination, Client shall have no continuing obligation to compensate NDC. NDC- Yakima TA Services Agreement 2013 IV. MISCELLANEOUS PROVISIONS 4.1 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 in writing as confidential. Such information shall not be made available to any person, firm, corporation or entity without first obtaining the prior written consent of Client unless otherwise mandated by applicable law. 4.2 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. In the event a party is determined by the final order of an appropriate agency or court to be in violation of any non - discrimination provision of federal, state, or local law, this Agreement may be cancelled, terminated or suspended in whole or in part by the Client, and that party may be declared ineligible for further Client contracts. 4.3 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. 4.4 Notices. All notices shall be sent by certified mail, hand - delivery or overnight mail and in all events with a written acknowledgment of receipt to the address set forth at the beginning of this Agreement. 4.5 Responsibility for Claims - Mutual Indemnification. Client agrees to indemnify and save harmless NDC, their agents, officials, and employees from any liability, damage, expense, cause of action, suit, claim, judgment or expenses (including attorneys' fees) arising from injury to person, including death or personal property or otherwise, caused by or resulting from the activities in furtherance of the work described herein. NDC agrees that such indemnity shall not apply to any actions, claims or damages arising as a result of NDC's bad faith, willful misconduct or gross negligence. NDC agrees to indemnify and save harmless Client, their agents, officials, and employees from any liability, damage, expense, cause of action, suit, claim, judgment or expenses (including attorneys' fees) arising from injury to person, including death or personal property or otherwise, caused by or resulting from the activities in furtherance of the work described herein. Client agrees that such indemnity shall not apply to any actions, claims or damages arising as a result of Client's bad faith, willful misconduct or gross negligence. NDC- Yakima TA Services Agreement 2013 4.6 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 the Client. 4.7 Compliance with Laws. NDC agrees to comply with all applicable federal, state and local laws in the conduct of the work hereunder. This Agreement shall be construed, interpreted and the rights of the parties determined, in accordance with the laws of the State of Washington, and venue for litigation brought to interpret or enforce the provisions hereof shall lie in Yakima County, State of Washington. 4.8 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. 4.9 Severability. A determination that any part of this Agreement is invalid shall not invalidate or impair the force of the remainder of this Agreement. 4.10 Acknowledgement. The Client expressly acknowledges that all opinions and advice (written or oral) given by NDC to the Client in connection with NDC's engagement are intended solely for the benefit and use of the Client considering the financing and the Client agrees that no such opinion or advice shall be used for any other purpose or reproduced, discriminated, quoted or referred to at any time without the prior consent of NDC. 4.11 Disclaimer. The Client is a sophisticated business enterprise and has retained NDC for the purposes set forth in this Agreement and the parties acknowledge and agree that their respective rights and obligations are contractual in nature. Each party disclaims an intention to impose fiduciary agency rights or obligations on the other by virtue of the engagement hereunder. 4.12 Entire Agreement. This Agreement contains the final agreement between the parties regarding the matters covered and supersedes any and all other agreement, either oral in writing, regarding the matters contained herein. NDC- Yakima TA Services Agreement 2013 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. CITY OF YAKIMA: NATIONAL DEVELOPMENT COUNCIL: By: By: Tony O'Rourke, City Manager Robert W. Davenport, President Telephone E -mail Attest: Sonya Claar Tee, City Clerk NDC- Yakima TA Services Agreement 2013 NDC TECHNICAL ASSISTANCE AGREEMENT SCOPE OF SERVICES ( "Morrier -Great Western Building Project ") EXHIBIT A A. Assistance in implementing HUD Section 108 Loan Fund for JEM Development Company by and through Joseph R. Morrier, Sr. for a project commonly described as a renovation of the Great Western Building for hotel uses. The HUD Section 108 Loan Fund services provided by NDC for this project include , but are not limited to: 1. Provide eligibility review for compliance with Section 108 guidelines. 2. Evaluating sponsor /developer experience and capacity. 3. Financial review of development sources and uses, operating proformas, and financial statements. 4. Structuring of transactions with available public and private sector economic development finance sources. 5. Review of appraisals, cost assumptions, capital budgets, operating statements, marketing date and other funding commitments. 6. Assisting with development issues during pre - development and development. 7. Advising on program regulations issues in loan administration. 8. Establishment of compliance monitoring and record - keeping systems. 9. Provide assistance with project completion and close -out. 10. Other support necessary to carry out the Section 108 loan guarantee program. NDC- Yakima TA Services Agreement 2013