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HomeMy WebLinkAboutR-2004-082 Praeclarent-Yakima, LLC Community Development Block Grant (CDBG) AgreementRESOLUTION NO. R 2004 - 82 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute a Community Development Block Grant (CDBG) economic development project agreement with Praeclarent-Yakima, LLC to assist with the establishment of a call center in the City of Yakima's CDBG Target Area and to authorize and approve a corresponding amendment to the 2004 One Year Action Plan for use of CDBG funds to reflect said economic development project. WHEREAS, the City has received and is responsible for the administration of annual Entitlement Grants of Community Development Block Grant (CDBG) funds made available through the United States Department of Housing and Urban Development (HUD) and authorized by Title I of the Housing and Community Development Act of 1974, as amended; and WHEREAS, federal regulations governing the use of CDBG funds for special economic development projects allow the City to use such funds as an economic incentive to assist private, for- profit businesses with projects that provide an appropriate level of public benefit; and WHEREAS, a private for-profit company to be known as Praeclarent-Yakima, LLC is in the process of registration and licensing with the State of Washington; and WHEREAS, the City has determined that CDBG assistance is necessary and appropriate to ensure that Praeclarent-Yakima, LLC establishes a customer service call center in the City's CDBG Target Area and maintains such center for at least five years; and WHEREAS, establishment of a customer service call center in the City's CDBG Target Area will provide substantial appropriate public benefits to the City, particularly by creating new jobs; and WHEREAS, accordingly, the City wants to encourage Praeclarent-Yakima, LLC to establish such an operation in the CDBG Target Area as a special economic development project and is willing to use CDBG funds to assist Praeclarent-Yakima, LLC through a performance grant of not more than $200,000 over the course of five years according to the terms and conditions in the attached agreement; and WHEREAS, the City is an entitlement city pursuant to CDBG funds as specified by the United States Department of Housing and Urban Development and is required to file a One Year Action Plan for use of said funds each year subsequent to the Consolidated Plan application developed in 1995; and WHEREAS, the One Year Action Plan is developed using the priorities of the community, the direction of City Council and the approved programs as established in the Consolidated Plan; and WHEREAS, the City Council approved the 2004 One Year Action Plan for use of CDBG funds in late fall 2003; and WHEREAS, approval of the economic development project agreement with Praeclarent- Yakima, LLC requires an amendment to the 2004 One Year Action Plan for use of CDBG funds; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to authorize execution of a CDBG economic development project grant agreement with Praeclarent- Yakima, LLC and to authorize and approve a corresponding amendment to the 2004 One Year Action Plan, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: 1. As soon as Praeclarent-Yakima, LLC is a registered and licensed company legally engaging in business in the State of Washington, the City Manager is authorized and directed to execute a CDBG economic development project agreement with Praeclarent-Yakima, LLC in substantially the same form as the attached "Agreement Between the City of Yakima and Praeclarent-Yakima, LLC" to assist with the establishment of a call center in the City of Yakima's CDBG Target Area. The City Attorney shall approve the final form of the agreement. 2. An amendment to the 2004 One Year Action Plan for use of CDBG funds is authorized and approved to reflect the Praeclarent-Yakima, LLC economic development project including said CDBG economic development project grant agreement. ADOPTED BY THE CITY COUNCIL this 22nd day of June, 2004. ATTEST: Paul P. George, Mayor aKevt-Gi".- >:f City Clerk AGREEMENT BETWEEN THE CITY OF YAKIMA AND PRAECLARENT-YAKIMA, LLC THIS AGREEMENT (hereinafter "Agreement") is made and entered into by and between the City of Yakima, Washington (hereinafter "City"), a first-class city incorporated under the laws of the State of Washington, and Praeclarent-Yakima, LLC, a Washington limited liability company (hereinafter "Praeclarent"). WHEREAS, Praeclarent is a private, for-profit provider of customer service, claims management, and sales fulfillment functions for Fortune 500 business clients. WHEREAS, Praeclarent is interested in establishing and maintaining a customer service call center in the City of Yakima's Community Development Block Grant ("CDBG") Target Area for at least five years. WHEREAS, the City has received and is responsible for the administration of annual Entitlement Grants of CDBG funds made available through the United States Department of Housing and Urban Development (HUD) and authorized by Title I of the Housing and Community Development Act of 1974, as amended. WHEREAS, federal regulations governing the use of CDBG funds for special economic development projects allow the City to use such funds as an economic incentive to provide grants to assist private, for-profit businesses with projects that provide an appropriate level of public benefit. WHEREAS, the City has determined that the CDBG assistance described below is necessary and appropriate to ensure that Praeclarent establishes a customer service call center in the City's CDBG Target Area. WHEREAS, establishment of a customer service call center in the City's CDBG Target Area would provide substantial appropriate public benefits to the City, particularly by creating new jobs. WHEREAS, accordingly, the City wants to encourage Praeclarent to establish such an operation in the CDBG Target Area as a special economic development project and is willing to use CDBG funds to assist Praeclarent through a performance grant of not more than $200,000 over the course of five years according to the following terms and conditions. NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and Praeclarent as follows: 1. Term of Agreement. This Agreement shall commence upon execution by the parties hereto and shall terminate at 11:59 p.m. on December 31, 2009, unless the Agreement is earlier terminated by either party in accordance with the terms of this Agreement. 2. Definitions. Where used in this Agreement, the following words and terms shall have the meanings indicated. The meanings shall be applicable to the singular, plural, masculine, feminine and neuter of the words and terms. A. "Contract year" means October 1 at 12:01 a.m. to September 30 at 11:59 p.m. during the term of this Agreement. The "first contract year" shall run from 12:01 a.m., October 1, 2004, to 11:59 p.m., September 30, 2005. Page 1 of 9 B. "Full time equivalent" means hours worked by an employee or employees equal to 2080 hours per year. For example, two part-time employees working 1040 hours each per year equal one full time equivalent. 3. The Project. Beginning no later than October 1, 2004, Praeclarent shall establish a customer service call center in the City of Yakima's CDBG Target Area and shall continually maintain that center in the City of Yakima's CDBG Target Area for a period of not less than five (5) years. The center shall include a workforce providing customer service, claims management, and sales fulfillment functions for Fortune 500 business clients. In addition, Praeclarent shall be subject to the following requirements: A. By January 1, 2005, Praeclarent shall employ a workforce of at least seventy-five (75) full time equivalent (" F1'E") employees and shall maintain a combined annualized payroll and compensation package of at least One Million and Four Hundred Thousand ($1,400,00.00) Dollars. B. At the end of the first contract year, Praeclarent's call center in Yakima's CDBG Target Area shall employ a workforce of at least one hundred and twenty-five (125) 1i'1'E's and shall maintain a combined annualized payroll and compensation package of at least Two Million and Four Hundred and Seventy Thousand Dollars ($2,470,000.00). C. During the second, third, fourth, and fifth contract years of this Agreement, Praeclarent shall employ a minimum of one hundred and twenty-five (125) FTE's at all times. D. The average total hourly compensation rate for Praeclarent's Yakima workforce shall be at least Nine Dollars and Fifty Cents ($9.50) per hour throughout the tetiii of this Agreement. Full-time equivalent employees shall receive a company benefit cafeteria package including, but not limited to, health insurance, vacation time, and sick leave. E. Praeclarent shall establish one or more training programs to assist members of the local community to become qualified to work in Praeclarent's Yakima customer service call center. Such training programs may be established in conjunction with local educational and job training institutions such as the Yakima Valley Community College, the Tri -Valley Workforce Council, Heritage College, and/or Central Washington University in Ellensburg, Washington. F. Praeclarent shall provide employment opportunities for promotion and advancement for minority and low- and moderate -income persons, as defined by federal regulations applicable to CDBG economic development programs. G. Praeclarent shall make employment decisions in a manner that applies equal opportunity principles and Praeclarent affirms, as an aspirational goal, diversity in its Yakima workforce comparable to the socio-economic and ethnic composition of the available relevant labor market in Yakima County with an emphasis on hiring personnel who qualify for tax incentives such as the U.S. Department of Housing and Urban Development administered tax incentives. 4. The Grant. The City shall provide a perfoimance grant to Praeclarent of not more than Two Hundred Thousand Dollars ($200,000.00) to be awarded at the rate of not more than Forty Thousand Dollars ($40,000.00) per calendar year during the term of this Agreement. All funds granted to Praeclarent by the City shall be for the purpose of reimbursing Praeclarent for training expenses incurred to train Praeclarent's Yakima workforce and shall be conditioned on Praeclarent's Page 2 of 9 compliance with the terms and conditions of this Agreement. The performance grant shall be paid as follows: A. If, at the end of the first contract year, Praeclarent is in compliance with the teems and conditions of this Agreement, including employing a workforce of at least one hundred and twenty-five (125) FTE's and maintaining an annualized payroll of at least Two Million and Four Hundred and Seventy Thousand Dollars ($2,470,000.00), then the City shall reimburse Praeclarent for eligible training expenses incurred by Praeclarent for its employees during the first contract year up to a maximum of Forty Thousand Dollars ($40,000.00). B. If, at the end of the second, third, fourth, and fifth contract years, Praeclarent is in compliance with the terms and conditions of this Agreement, including employing at least one hundred and twenty-five (125) FTE's at all times, the City shall reimburse Praeclarent for eligible training expenses incurred during the second, third, fourth, and fifth contract years, at the end of those years with payments not exceeding Forty Thousand Dollars ($40,000.00) each. C. In no event shall any annual perfoimance grant payment exceed Forty Thousand Dollars ($40,000.00) and in no event shall the total payments to Praeclarent by the City exceed Two Hundred Thousand Dollars ($200,000.00). D. Annual performance grant payments, if any, shall be made within forty-five (45) days after the City receives documentation enabling it to verify Praeclarent's eligibility to receive such payments. 5. Source of Funds. The source of funds for this Agreement is the City's CDBG Entitlement Grant administered by HUD. It is expressly understood and agreed by the City and Praeclarent that the City's obligations under this Agreement are contingent upon the City's receipt of CDBG funds adequate to meet the City's obligations under this Agreement. 6. Contact with HUD. Praeclarent understands and agrees that, without the written consent of the City, all direct contact with HUD over any matter related to the project under this Agreement shall be made solely by the City unless otherwise provided herein. 7. Reimbursement and Eligible Expenses. A. Performance grant payments shall be provided to Praeclarent only to reimburse it for CDBG-eligible employee training expenses. The City shall provide Praeclarent with a listing of CDBG-eligible employee training expenses within thirty days after execution of this Agreement and thereafter notify it of any changes to such listing. B. Reimbursement shall be based upon invoices and supporting documentation submitted by Praeclarent. Such invoices and supporting documentation shall demonstrate the eligibility of the expenses in question. C. If the City requests data from Praeclarent concerning an action prior to Praeclarent taking such action, the City is not liable for any cost incurred therefor unless and until Praeclarent provides such data and is then advised to proceed by the City. D. Perfoimance grant payments shall not be available to assist Praeclarent to purchase, develop, rehabilitate or improve any real property. E. The City is not liable for the payment of any cost or portion thereof which has been paid, reimbursed or is subject to payment or reimbursement from any source other than Praeclarent's own funds. Page 3 of 9 F. The City is not liable for the payment of any cost or portion thereof that is not incurred in strict accordance with the terms and conditions of this Agreement. 8. Closure of the Call Center. If Praeclarent closes its Yakima customer service call center before September 30, 2009, the City shall make no further payments to Praeclarent. 9. Conditions of Grant and Loan. The obligation of the City to advance any portion of the amounts identified in section 4 of this Agreement are subject to the following additional conditions: A. All actions undertaken in connection with this Agreement and all documents incidental thereto shall be satisfactory in form, scope and substance to the City. B. Praeclarent shall have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority. The City shall not unreasonably withhold its approval of any necessary permit, license or other approval necessary for the project described in this Agreement. C. If Praeclarent, or an entity constituting part of Praeclarent, is a corporation, there shall be delivered to the City (with respect to each such corporation, if there be more than one) a certified copy of the record(s) of minutes and Board Resolution of the Board of Directors of each such corporation specifically authorizing its officers to execute this Agreement and all other documents necessary for the consummation of this transaction. The record(s) of the minutes and Resolution of the Board of Directors meeting shall be certified to be true by the Secretary or Assistant Secretary of such corporation(s). D. The U.S. Department of Housing and Urban Development shall issue a Release of Funds that shall identify any additional requirements with respect to this Agreement, including but not limited to environmental conditions, restrictions and mitigation requirements. Praeclarent shall comply with all such additional requirements. 10. Maintenance and Inspection of Records. Praeclarent shall maintain standard business and accounting records, any other records required herein, and any other records required by the City in writing. Such records shall be available for inspection by City representatives at reasonable times during the term of this Agreement and for a period of three (3) years following termination of this Agreement. In the event that any audit or inspection identifies any discrepancy, Praeclarent shall provide the City with appropriate clarification and/or financial adjustments within thirty (30) calendar days of notification of the discrepancy by the City. 11. No City Funds. It is expressly understood that, except for CDBG Entitlement Grant funds, this Agreement shall in no way obligate any funds or resources of the City. 12. No Third Party Benefit. The City shall not be obligated or liable under this Agreement for provision of any goods or services or for payment of any monies to any party other than Praeclarent. 13. Disallowed Expenses. Should any expense or charge for which payment has been made by the City be subsequently disallowed or disapproved as a result of any auditing or monitoring by the City, the United States Department of Housing and Urban Development, or any other federal agency, Praeclarent shall refund such amount to the City within ten (10) working days of receipt of written notice specifying the amount disallowed. Refunds of disallowed costs may not be made from any CDBG, HUD, or other federal funds received from or through the City. 14. Annual Report. During the term of this Agreement, Praeclarent shall submit a written report to the City within twenty (20) days after the end of each contract year that demonstrates Praeclarent's establishment and/or maintenance of the workforce and operation described in this Agreement. Praeclarent's report to the City shall describe the number and type of jobs, FTE's, and employees in Page 4 of 9 its Yakima workforce, employee wages as a whole and as distributed among different positions, employee training programs, and other activities relevant to this Agreement. Praeclarent agrees to cooperate with the City and/or HUD in the development, implementation and maintenance of record- keeping systems and to provide data reasonably deteimined by the City and/or HUD to be necessary for the City and/or HUD to effectively fulfill its monitoring and evaluation responsibilities. Upon request by the City, Praeclarent shall promptly supply copies of its audited financial statements. 15. Compliance with Law. Praeclarent must comply with any and all applicable laws, rules, and regulations promulgated by any federal, state, and/or local governmental agency or regulatory body. Laws that may apply to this Agreement include without limitation: • Title VI of the Civil Rights Act of 1964 (42 USC 200(d)); • Title VIII of the Civil Rights Act of 1968 (42 USC 3601); • Section 3 of the Housing and Urban Development Act of 1968, as amended (12 USC 1701(u)); • Section 109 of the Housing and Urban Development Act of 1974, as amended (42 USC 5309); • Age Discrimination Act of 1975, as amended (42 USC 6101); • Americans with Disabilities Act of 1990; • Civil Rights Restoration Act of 1987; • 49CFRPart21; • 24 CFR Part 570; • RCW 49.60; • Davis -Bacon Fair Labor Standards Act (40 US27600000a-276a-5); • Grant Agreement Work Hours and Safety Standards Act, as amended (40 USC 327-333); • Section 504 of the Rehabilitation Act of 1973 (29 USC 794); • Architectural Barriers Act of 1968, as amended (42 USC 4151); • Section 504 of the Rehabilitation Act of 1973, as amended (29 USC 792); • Equal Employment Opportunity (Executive Order 11246, September 24, 1965); • Equal Opportunity in Housing (Executive Order 11063, as amended by Executive Order 12259); • The Hatch Act (5 USC 1501 et seq.); • The National Environmental Policy Act of 1969; • Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and Amendments of 1987; • Title IV of the Lead -Based Paint Poisoning Prevention Act (42 USC 4831); • HUD Reform Act; • Office of Management and Budget Circulars; • A-87—Cost Principles for State and Local Governments and 24 CFR Part 85, Administrative Requirements for Grants and Cooperative Agreements to State, Local and Federally Recognized Indian Tribal Governments; • A-128—Single Audit Act. 16. Nondiscrimination Provision. During the performance of this Agreement, Praeclarent shall not discriminate on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other foims of compensation, selection for training, and the provision of services under this Agreement. Praeclarent shall also comply with all applicable equal employment opportunity, affiiivative action, and non-discrimination laws and regulations. Page 5 of 9 17. Subcontracting. Praeclarent agrees that none of the work covered by this Agreement may be subcontracted without the prior written approval of the City. In the event the City gives such prior written approval, any subcontracted work or service shall be subcontracted by written contract or agreement and shall he subject by its terms to each and every provision of this Agreement, unless specific waiver is granted in writing by the City. Perfotniance and financing compliance by a subcontractor is the responsibility of Praeclarent. No subcontract shall require payment on a cost plus percentage of cost basis. 18. Status of Praeclarent. Praeclarent and the City understand and expressly agree that Praeclarent is an independent contractor in the performance of each and every part of this Agreement. Praeclarent, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the terms and conditions of this Agreement. Additionally, and as an independent contractor, Praeclarent, its agents, employees, and/or representatives shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between Praeclarent and the City. 19. Representations and Warranties. Praeclarent represents and warrants that: A. All information, reports and data furnished to the City are complete and accurate. B. All financial statements furnished to the City fairly reflect the financial condition of Praeclarent and there has been no material change in the financial condition of Praeclarent since said statements. C. No litigation or proceedings are presently pending or threatened against Praeclarent. D. No provision of this Agreement contravenes or conflicts with the authority under which Praeclarent is doing business or with the provisions of any existing indenture or agreement of Praeclarent. E. Praeclarent possesses the legal authority to enter into this Agreement and accept payments hereunder and has taken all necessary action to authorize such acceptance. F. Praeclarent is not in default on any obligations, covenants, or conditions contained in any bond, debenture, note, or other evidence of indebtedness or any mortgages or collateral instruments securing the same. G. This Agreement will not violate any provision of law or result in any breach or constitute a default under any agreement to which Praeclarent is presently a party, or result in the creation of any lien, charge or encumbrance upon any of its property or its assets other than as specifically may be allowed under this Agreement. H. No tax deficiency liability has been asserted against Praeclarent by the Internal Revenue Service or any other taxing authority and Praeclarent knows of no basis for any such deficiency assessment. Praeclarent shall promptly and completely file all required tax returns and has paid all taxes which have or may become due. 20. No Insurance. It is understood the City does not maintain liability insurance for Praeclarent and/or its employees, agents, officers, and subcontractors. 21. Liability Insurance. A. On or before the effective date of this Agreement, Praeclarent shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit Page 6 of 9 bodily injury and property damage, and Four Million Dollars ($4,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, 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 City, its elected officials, officers, agents and employees as additional insureds and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days' prior written notice. Any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent. The insurance shall be with an insurance company rated A-VII or higher in Best's Guide and admitted in the State of Washington. 22. Workers Compensation. Praeclarent agrees to provide industrial insurance coverage for all of its workers and to provide the City with evidence of such coverage. 23. Indemnification and Hold Harmless. Praeclarent agrees to protect, defend, indemnify, and hold harmless the City, its elected officials, officers, employees and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of, relating to, or resulting from Praeclarent's performance and/or nonperformance related to this Agreement. In the event that both Praeclarent and the City are negligent, Praeclarent's liability for indemnification of the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees) that can be apportioned to Praeclarent, its officers, employees, agents, and/or subcontractors. Nothing contained in this section of this Agreement shall be construed to create a liability or a right of indemnification in any third party. This section of the Agreement shall survive the terra or expiration of this Agreement and shall be binding on the parties to this Agreement. 24. Notice of Claim. In the event that any claim, demand, suit, or other action is made or brought by any person, firm, corporation, or other entity against Praeclarent, Praeclarent shall notify the City in writing within twenty (20) calendar days. Such notice shall state the date and hour that Praeclarent was notified of such claim, demand, suit, or other action; the names and addresses of the person, firm, corporation, or other entity making such claim or that instituted any type of action or proceeding; the basis of such claim, action, or proceeding; and the name of any person against whom such claim is being made or brought. 25. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Praeclarent to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Praeclarent stated herein. 26. Termination. This Agreement may be terminated as follows: A. Either party may terminate this Agreement upon thirty (30) calendar days written notice to the other party in the event that said other party is in default and fails to cure such default within that thirty (30) day period, or such longer period as provided by the non- defaulting party. The notice of termination shall state the reasons therefore and the effective date of the termination. B. Either party may terminate this Agreement without cause upon ninety (90) calendar days written notice to the other party provided that no such termination shall operate to Page 7 of 9 remove Praeclarent's right to reimbursement for already accomplished but uncompensated training hereunder. C. In the event that the funding contemplated herein is no longer available, the City may terminate this Agreement upon ten (10) calendar days written notice to Praeclarent. 27. Conflict of Interest. Praeclarent represents that it, its members, officers, employees, and/or agents do not have any interest, direct or indirect, and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the perfoiuiance of this Agreement. Praeclarent further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 28. Non -Waiver. The waiver of either the City or Praeclarent 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 from enforcing such provision or the remaining terms of this Agreement. 29. Survival. Any provision of this Agreement that 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. 30. Severability. It is understood and agreed by the parties hereto that if any part, tei in, or provision of this Agreement is held by the courts to be illegal, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statutory and/or regulatory provision of the United States or the State of Washington, said provision which may conflict therewith shall be deemed modified to conform to such statutory and/or regulatory provision. 31. Integration and Modification. This Agreement sets forth all of the terms, conditions, and agreements of the parties relative to the subject matter hereof and supersedes any and all such former agreements which are hereby declared terminated and of no further force and effect upon the execution and delivery hereof. There are no terms, conditions, or agreements with respect thereto, except as herein provided and no amendment or modification of this Agreement shall be effective unless reduced to writing and executed by the parties. 32. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties to their addresses as follows: TO CITY: Bill Cook Director of Community and Economic Development City Hall—Second Floor 129 North Second Street Yakima, WA 98901 TO PRAECLARENT: Mr. Robert P. Vickers, V -P Operations Praeclarent-Yakima, LLC c *4-WvItt_ VON-.114QA with a copy to: Mr. Robert M. Mayer Page 8 of 9 Praeclarent-Yakima, LLC 1320 S. Dixie Hwy, Suite 811 Coral Gables, Florida, 33146 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. 33. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 34. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 35. Authority. The person executing this Agreement on behalf of Praeclarent represents and warrants that he or she has been fully authorized by Praeclarent to execute this Agreement on its behalf and to legally bind Praeclarent to all the terms, performances and provisions of this Agreement. The person executing this Agreement on behalf of the City represents and warrants that he or she has been fully authorized by the City to execute this Agreement on its behalf and to legally bind the City to all the terms, performances and provisions of this Agreement. EXECUTED by the City this 11 day of EXEC ED by Praeclare a ima,.LLC Pk4Ar , 2004. this %day of , 2004. CITY OF YAKIMA By: A R. A. Zais, Jr., City anager CITY COWTRAC T NO. '7i4 4/-I V RESOLUTION NO: R -'44)°44-64R ATTEST: Karen S. Roberts, City Clerk City Contract No. Resolution No. R- T sisAL PRA N -YAKIMA, LLC Y Robert M Mayer Title: °'4.c, Page 9 of 9 ITEM TITLE: SUBMITTED BY: CONTACT: EXPLANATION: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No For Meeting of. June 22, 2004 A resolution authorizing and directing the City Manager to execute a CDBG economic development project agreement with Praeclarent-Yakima, LLC to assist with the establishment of a call center in the City's CDBG Target Area and to authorize a corresponding amendment to the 2004 One Year Action Plan Bill Cook, Community and Economic Development Director Bill Cook , CED Director, 575-6227 Michael Morales, CED Affairs Specialist, 575-3533 The City has been approached by individuals in the process of forming Praeclarent-Yakima, LLC, a for- profit company that will provide business processing call center services The company desires assistance in locating its business in Yakima and seeks financial assistance from the City's CDBG program to offset start-up costs and provide training to its workforce. This assistance package consists of a $200,000 grant commitment, payable over five years, with annual installments not to exceed $40,000 each Praeclarent-Yakima, LLC has committed to create at least 125 full-time equivalent jobs, establish training programs in the local community, and maintain a call center in Yakima's CDBG Target Area for a minimum of five years in addition to meeting a number of related performance measures The City's obligation to pay Praeclarent-Yakima, LLC is conditioned on the company's meeting such goals and the agreement can be terminated upon 90 days notice at any time. Attached is a copy of the proposed agreement between the City and Praeclarent-Yakima, LLC. Resolution X Ordinance Contract X Other (Specify) Mail to (name & address) Phone: Funding Source. U. S. Department of Housing and Urban Development, CDBG APPROVED FOR SUBMITTAL City Manager STAFF RECOMMENDATION BOARD RECOMMENDATION COUNCIL ACTION. Adopt resolution Resolution adopted. RESOLUTION NO. R-2004 82 1