HomeMy WebLinkAboutR-2010-064 CDBG Economic Development Grant Agreement with the National Development CouncilRESOLUTION NO. R-2010-64
A RESOLUTION authorizing the City Manager to execute an Economic Development Grant
Agreement with the National Development Council (NDC) in the amount of
Two -Hundred Thousand Dollars ($200,000) for the purpose of establishing
the Grow America -Yakima Fund.
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 provide
loans to assist private, for-profit businesses with projects that provide an appropriate level of
public benefit; and
WHEREAS, the City has determined that the CDBG assistance described below is
necessary and appropriate to ensure that the National Development Council (NDC) continues
its economic development activities in the City of Yakima's Renewal Community Area; and
WHEREAS, the City has determined that provision of CDBG assistance would provide
substantial appropriate public benefits to the City and the Renewal Community, particularly by
retaining jobs and supporting economic recovery; and
WHEREAS, the City of Yakima has worked closely with NDC in efforts to improve
economic development in the City of Yakima, including Section 108 loans, Economic
Development Initiative Grant; New Markets Tax Credits and other state and federal initiatives;
and
WHEREAS, the City desires to expand economic opportunity for residents of Yakima so
that these residents may become economically self-sufficient; and
WHEREAS, the City desires to encourage sustainable community and economic
development activities so that various neighborhoods in its geography may revitalize
themselves; and
WHEREAS, accordingly, the City wants to encourage NDC to continue such operations
in the City of Yakima's Renewal Community Area as a special economic development project
and is willing to use CDBG funds to assist NDC through a grant of not more than $200,000 to
establish the Grow America -Yakima (GAF) loan fund; and
WHEREAS, GAF is recognized and certified by the U.S. Treasury Department as a
Community Development Financial Institution (CDFI) and Community Development Entity
(CDE) as a domestic corporation having a primary mission of serving or providing investment
capital for low income communities or low income persons; and
WHEREAS, GAF, a U.S. Small Business Administration (SBA) licensed and regulated
Small Business Lending Company (SBLC) entitled to make SBA guaranteed loans to eligible
small businesses, is the nation's only SBLC devoted solely to economic and community
development financing; and
WHEREAS, NDC, a national 501(c)(3) not-for-profit corporation engaged in economic
and community development, GAF its wholly owned subsidiary, and the City, intend to enter into
an Agreement to create a self-sustaining community development investment fund for small
business financing in Yakima.
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to
enter into the attached Grow America Fund Yakima Agreement, with NDC, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is authorized to execute the attached and incorporated "Grow
America -Yakima Fund Agreement" with the National Development Council for the purpose of
providing financing to qualified economic development projects in the City of Yakima Renewal
Community. The final form of the Agreement shall be approved by the City Attorney or his
designee.
ADOPTED BY THE CITY COUNCIL this 1st day of June, 2010.
ATTEST:
Micah Cawley, May
City Clerk
AGREEMENT BETWEEN THE CITY OF YAKIMA
OFFICE OF NEIGHBORHOOD DEVELOPMENT SERVICES AND
GROW AMERICA FUND, INC., A WHOLLY OWNED SUBSIDIARY
OF THE NATIONAL DEVELOPMENT COUNCIL
1. Contracting Organization: Grow America Fund, Inc. (hereinafter "GAF"), a wholly owned
subsidiary of the National Development Council.
2. Address: 708 Third Avenue, Suite 710, New York, NY 10017 and 708 Third Avenue,
Suite 710, New York, NY 10017
3. Phone: j ) --
4. Contact Person: Robert W. Davenport, Chairman (GAF)
5. Title of Service or Program being funded: Establishment of Grow Yakima Fund
6. Amount of Contract Award: Two Hundred Thousand Dollars and 00/100 ($200,000.00)
7. The term of.this Contract shall commence upon the execution hereof and terminate on
July 31, 2010 at midnight, unless sooner terminated by either party in accordance with
Section B of Exhibit "B", Scope of Services, attached hereto and incorporated herein by
this reference.
8. This contract award and the rights and obligations of both parties hereto shall be subject
to and governed by the following:
1) "Terms and conditions" attached hereto as Exhibit "A" and incorporated herein by
this reference; and
2) Operating budget including the funding sources and uses statement and the work
plan, attached hereto as Exhibit "B" and incorporated herein by this reference.
3) City of Yakima Resolution No. R-2010-64 , a copy of which is attached hereto
as Exhibit "C" and incorporated herein by this reference.
Final Contract payment shall be subject to satisfactory completion of the project
described in Exhibit "B", and satisfaction of all contract terms and conditions as stated in
Exhibit "A", Exhibit "B" and Exhibit "C".
This written document, together with all of the incorporated exhibits hereto, constitutes the entire
Contract and terms of agreement between the parties hereto.
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IN WITNESS THEREOF the parties have executed this Contract as of the day and year
stated below.
Michael A. Morales, CED Director
R.A. Zais, J
anager
Rob; rt T' D. ve ' , C FJW an and
President for GAF, a wh. y owned
subsidiary of NDC
Date
Date
U�O..36 /
ATTEST:
City Clerk
City Contract No.: .0Z0)0- 5/
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Date
EXHIBIT "A"
TERMS AND CONDITIONS
DESIGNATION
The City of Yakima, as recipient of a housing and community development grant from
the U.S. Department of Housing and Urban Development, hereby designates GAF to
undertake, and GAF hereby agrees to undertake that certain community development or
housing assistance project described in Exhibit "B", Scope of Work (hereinafter "the
project").
II SUB -GRANT
A. NOTICE TO PROCEED
No work on the project shall occur prior to or without written approval from the
City of Yakima Office of Neighborhood Development Services (ONDS). ONDS
shall furnish GAF with written notice to proceed upon release of funds from HUD
related to the project pursuant to 24 CFR Part 58.
B. AMOUNT OF GRANT
The City hereby grants to GAF up to $200,000 for said project.
III GENERAL BUDGET PROVISIONS
The City reserves the right to hold payment until adequate documentation has been
provided by GAF and reviewed by the City. GAF agrees to the following provisions in
satisfying the terms and conditions of this contract:
A. PAYMENT AND DISBURSEMENTS
Disbursements by the City of Yakima from this contract/grant award shall be on a
reimbursement basis covering actual expenditures by GAF or obligations of GAF
currently due and owing, but not paid. Disbursements shall be limited to
allowable costs and so shall be made upon the occurrence of all the following, in
addition to any other conditions contained herein or in the special conditions:
1. Receipt by the City of Yakima ONDS of a written reimbursement request
on forms provided by the City of Yakima ONDS supported by copies of
vouchers, invoices, salary and wage summaries, or other acceptable
documentation; and
2. Determination by the City of Yakima ONDS that the expenditures or
obligations for which reimbursement is sought constitute allowable costs
under the principles set forth in Federal Management Circular 74-4
"eligible costs under the CDBG Program" and that also fall within the
applicable Project Budget.
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No payment shall be made for any service rendered by GAF except for services
within the scope of a category set forth in the budget in Exhibit "B" of this
Contract, and all funds received must be used for service as identified in Exhibit
"B" of this Contract.
C. 1. GAF shall submit to the City of Yakima ONDS a written request for
approval of budget revision when a proposed revision would result in an
increase or decrease of ten percent (10%) or more per home, from what
has been set forth in the approved budget subject category. The City's
written budget revision approval must be received by GAF prior to GAF
incurring any expenditures against the revised budget subject categories.
2. When the revision of GAF's budget does not exceed ten percent (10%) of
an approved budget subject category, GAF must submit a revised budget
to the City of Yakima ONDS prior to the submittal of claims against the
budget.
IV COMMENCEMENT OF WORK
This signed contract will serve as written notice to proceed from the City of Yakima
ONDS in accord with Sec. II, "Sub -Grant" A (above)."
V BILLING PROCEDURES
A. GAF shall submit monthly written claims for reimbursement of services
performed under this contract in the manner prescribed in paragraph III above,
and as prescribed by the City of Yakima ONDS.
VI LOCAL FINANCIAL SUPPORT
The sub -grant shall not be utilized to substantially reduce the amount of local financial
support for community development activities below the level of such support prior to the
availability of such assistance.
VII BUDGET SURPLUS
GAF agrees that funds determined by the City of Yakima ONDS to be surplus budget
funds at the end of the project shall be subject to cancellation by the City of Yakima
ONDS and may be negotiated if they are to be included in future Contracts. Assets
purchased with CDBG funds shall continue to be used in accordance with its original
purpose as provided in 24CFR 570.503 (b)(8).
VIII COMPLIANCE WITH LAWS
A. GENERAL
GAF, in performance of this Contract, agrees to comply with all applicable
Federal, State and Local Laws and ordinances, and the rules and regulations
promulgated by the U.S. Department of Housing and Urban Development,
including, but not limited to, Federal HOME Regulations and other policies and
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guidelines established by the City of Yakima ONDS.
B. PROCUREMENT AND CONSTRUCTION OR REPAIR PROJECT
REQUIREMENTS
The following federal provisions may apply, among others, to this Contract:
1. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR
INELIGIBILITY AND VOLUNTARY EXCLUSION—PRIMARY AND
LOWER TIER COVERED TRANSACTIONS
A. GAF, defined as the primary participants and their principals, certifies by
signing these General Terms and Conditions that to the best of its
knowledge and belief that they:
B. Are not presently debarred, suspended, proposed for debarment,
declared ineligible or voluntarily excluded from covered transactions by
any Federal department or agency.
C. Have not within a three-year period preceding this Agreement, been
convicted of or had a civil judgment. rendered against them for
commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public or private agreement or
transaction, violation of Federal or State antitrust statutes or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, tax evasion, receiving stolen property,
making false claims, or obstruction of justice;
D. Are not presently indicted for or otherwise criminally or civilly charged by
a governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph (1 )(b) of this section; and
1. Have not within a three-year period preceding the signing of this
Agreement had one or more public transactions (Federal, State, or local)
terminated for cause of default
2. Where GAF is unable to certify to any of the statements in this
Agreement, GAF shall attach an explanation to this Agreement.
3. GAF agrees, by signing this Agreement, that it shall not knowingly enter
into any lower tier covered transaction with a person who is debarred,
suspended, declared ineligible or voluntarily excluded from participation
in this covered transaction.
4. GAF further agrees by signing this Agreement that it will include the
clause titled "Certification Regarding Debarment, Suspension, Ineligibility
and Voluntary Exclusion -Lower Tier Covered Transaction," as follows,
without modification, in all lower tier covered transactions and in all
solicitations for lower tier covered transactions:
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E. LOWER TIER COVERED TRANSACTIONS
i) The lower tier GAF certifies, by signing this Agreement, that
neither it nor its principals is presently debarred, suspended, proposed
for debarment, declared ineligible or voluntarily excluded from
participation in this transaction by any Federal department or agency.
ii) Where the lower tier GAF is unable to certify to any of the
statements in this Agreement, such GAF shall attach an explanation to
this Agreement.
5. Office of Federal Contract Compliance Programs regulations, 41 CFR
Part 60, Executive Order 11246 as amended by Executive Order 12086,
and 24 CFR 570.601 (Discrimination prohibited).
6. The Lead Based Paint Poisoning Prevention Act, 42 USC Section 4831
et seq., and HUD regulations implementing the Act, 24 CFR Part 35,
where, residential structures are involved. GAF shall provide whatever
assistance is necessary to enable the City of Yakima's Building Official
to carry out its inspection and certification responsibility under those
regulations.
7 Historic and Archaeological Preservation requirements as set forth in 24
CFR Section 570.604.36 CFR Part 800, RCW 27.44.010 (Native
American Burial Law), RCW 27.53.010-.090 (Protection of
Archaeological Resources), and RCW 43.51.750-.820 (Preservation of
Historic Properties).
8. Architectural Barriers Act of 1968 as amended, 42 USC Section 4151 et
seq., implementing regulations, and Chapter 70.92 RCW.
9. Accessibility Standard as set forth in 92.251(a)(3).
10. Clean Air Act as amended, 42 USC Section 1857 et seq; Water Pollution
Control Act, as amended, 33 USC Section 1251 et seq.; and
Environmental Protection Agency regulations, 40 CFR Part 15.
11. Section 3 of the Housing and Urban Development Act of 1968 (12 USC
Section 1701u) and 24 CFR Part 135 (Employment opportunities for
project area businesses and low income persons).
12. Contract Work Hours and Safety Standards Act, 40 USC Sections 327-
333, (Overtime Compensation).
13. Davis -Bacon Act, as amended, 40 USC Sections 276a — 276a — 5, and
RCW Chapter 3 — 12 (Prevailing Wage Rates).
14. Attachment 0 of the Office of management and Budget Circular, A-102
(Procurement Standards) and Federal Management Circular, FMC 74-4.
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15. The Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970, as amended, and regulations contained in 24 CFR
Parts 42 and 570.
16. Title VI of the Civil Rights Act of 1964 (P.L. 88-352) as amended, and
HUD regulations with respect thereto including the regulations under 24
CFR Part 1. In the sale, lease or other transfer of land acquired, cleared
or improved with assistance provided under this Agreement, GAF shall
cause or require a covenant running with the land to be inserted in the
deed or lease for such transfer, prohibiting discrimination upon the basis
of race, color, religion, sex, or national origin, in the sale, lease or rental,
or in the use or occupancy of such land or any improvements erected or
to be erected thereon, and providing;; that :GAF; the :'County, - and the
United:'States-are beneficiariesof and entitled: to enforce such covenant.
GAF, in undertaking its obligation in carrying out the program assisted
hereunder, agrees to take such measures as are necessary to enforce
such covenant and will not itself so discriminate.
17. Age Discrimination Act of 1975 (24 CFR 146).
18. Fair Housing Act (24 CFR 100, CFR 107 and 24 CFR 1).
19. Washington State/Local Building Codes/Housing Quality Standards (24
CFR 882.109).
20. WBE/MBE (24 CFR 85.36 (e)).
1. ENVIRONMENTAL REVIEW
A. NEPA
The City of Yakima ONDS retains environmental review
responsibility for purposes of fulfilling requirements of the National
Environmental Policy Act, under which the City of Yakima ONDS
may require GAF to furnish data, information and assistance for
the City's review and assessment in determining whether the City
must prepare an Environmental Impact Statement.
B. SEPA
GAF retain responsibility for fulfilling the requirements of the State
Environmental Policy Act and regulations and ordinance adopted
thereunder.
COMPLIANCE AS PRE -CONDITION
Performance by either the City of Yakima ONDS or GAF under
this Agreement shall be contingent upon satisfaction of all
applicable requirements of the National and State Environmental
Policy Acts.
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IX NON-DISCRIMINATION IN EMPLOYMENT
A. The City of Yakima is an Equal Opportunity Employer.
B. During the performance of this Agreement, GAF shall not discriminate in violation
of any applicable federal, state and/or local law or regulation on the basis of race,
color, sex, religion, national origin, creed, age, marital status, disability, honorably
discharged veteran or military status, pregnancy, sexual orientation, political
affiliation, or the presence of any sensory, mental or physical handicap, and any
other classification protected under federal, state, or local law. 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 forms of compensation, selection for training, and the provision of services
under this Agreement.
GAF specifically agrees to abide by the Office of Federal Contract Compliance
Programs regulations; 41 CFR Part 60, Executive Order 11246 as amended by
Executive.. Order 12086, and HUD Anti Discrimination Requirements, 24 CFR
570.601.
X NON-DISCRIMINATION IN CLIENT SERVICES
A. GAF agrees to make all services available through this contract (24 CFR
92.352), and shall not, on the grounds of race, color, sex, religion, national origin,
creed, marital status or age:
1. Deny a qualified individual any facilities, financial aid, services or other
benefits provided under this Contract;
2. Provide any service(s) or other benefits to a qualified individual which are
different, or are provided in a different manner, from those provided to
others under this Contract; separate treatment in any manner related to
his receipt of any service(s) or other benefits provided under this
Contract;
3. Deny any qualified individual an opportunity to participate in any program
provided by this Contract through the provision of service(s) or otherwise,
or will afford him an opportunity to do so which is different from that
afforded others under this Contract.
B. GAF shall abide by all provisions of Section 504 of the HEW Rehabilitation Act of
1973 prohibiting discrimination against handicapped individuals either through
purpose or intent.
C. If assignment and/or subcontracting has been authorized, said assignment or
subcontract shall include appropriate safeguards against discrimination in client
services binding upon each GAF or SubContractor. GAF shall take such action
as may be required to ensure full compliance with the provisions of this clause,
including sanctions for noncompliance.
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XI LICENSING AND PROGRAM STANDARDS
GAF agrees to comply with all applicable Federal, State, City and Municipal standards
for licensing, certification and operation of facilities and programs, and accreditation and
licensing of individuals, and any other standards or criteria as described in the Contract
to assure quality of services.
XII MONITORING AND ACCESS TO RECORDS
A. GAF agrees that City may carry out monitoring and evaluation activities so as to
ensure compliance by GAF with this GAF Agreement, with the CDBG and/or
HOME Compliance Documents, and with all other laws, regulations and
ordinances related to the performance hereof.
GAF agrees to provide City with any data determined by City to be necessary for
its effective fulfillment of its monitoring and evaluation responsibilities.
B. At any reasonable time and as often as City may deem necessary, GAF shall
make all of its records available to City, HUD, the Comptroller General of the
United States, or any of their authorized representatives, and shall permit City,
HUD, the Comptroller General of the United States, or any of their authorized
representatives to audit, examine, and make excerpts and/or copies of same.
GAF records shall include, but shall not be limited to, the following: payroll,
personnel and employment records; procurement bidding documents; contracts;
sales closing statements; and invoices.
C. The City shall have the right to review and audit all records of GAF pertaining to
any payment by the City. Said records shall be maintained for a period of seven
years after the completion of the project.
D. GAF shall be required to make reasonable changes in the services as completed
or to be completed if said services fall below the standards and specifications set
forth in the Special Terms and Conditions, Project Description or Statement of
Work.
XIII SAFEGUARDING OF CLIENT INFORMATION
The use or disclosure by any party of any confidential information concerning a recipient
or client for any purpose not directly connected with the City's or GAF's responsibilities
with respect to services provided under this Contract is prohibited except on written
consent of the recipient or client, his/her attorney or his/her responsible parent or
guardian or as otherwise provided by law.
XIV ASSIGNMENT AND/OR SUBCONTRACTING
GAF shall not assign or subcontract any portion of the services provided within the terms
of this Contract without obtaining prior written approval from the City. All terms and
conditions of this Contract shall apply to any approved subcontract or assignment
related to the Contract.
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XV STANDARDS FOR FISCAL ACCOUNTABILITY
A. GAF agrees to provide project line item draw requests, annual verification of
rents, annual audited financial statement to compare income and expenses,
records, documents and accounting procedures which accurately reflect all direct
and indirect costs related to the performance of this Contract. Such fiscal books,
records, documents, reports and other data shall be retained in a manner
consistent with the "Budgeting, Accounting, Reporting System for Counties and
Cities, and Other Local Governments", hereinafter referred to as "BARS", as
issued by the Office of State Auditor, State of Washington. GAF further agrees
that the City of Yakima ONDS shall have the right to monitor and audit the fiscal
components of the organization to insure that actual expenditures remain
consistentwith the terms of this Contract. GAF shall retain all books, records,
documents and other material relevant to the Contract for seven (7) years after
settlement of this Contract. GAF agrees that the City of Yakima, the U.S.
Department of Housing and urban Development, the Washington State Auditor,
or their designees, shall have full access to and a right to examine any of said
materials at all reasonable times during said period.
B. GAF agrees that any contributions or payments made for services furnished
under this Contract shall be used for the sole benefit of this program.
XVI PROGRAM PROPERTY
Any personal property having a useful life of more than one year and purchased wholly
or in part with sub -grant funds at a cost of three hundred dollars ($300) or more per item,
shall upon its purchase or receipt become the property of the City of Yakima and/or
federal government. Final ownership and disposition of such property shall be
determined under the provisions of Attachment N of OMB, A-102. GAF shall be
responsible for all such property, including its care and maintenance, and shall comply
with the following procedural requirements:
1. Property records shall be maintained accurately and provide for: A description of
the property; manufacturer's serial number or other identification number;
acquisition date and cost; source of the property; percentage of HOME funds
used in the purchase of property; location, use, and condition of the property.
2. A physical inventory of property shall be taken and the results reconciled with the
property records at least once every two years to verify the existence, current
utilization, and continued need for the property.
3. A control system shall be in effect to insure adequate safeguards to prevent lose,
damage, or theft to the property. Any loss, damage, or theft of the property shall
be investigated and fully documented.
4. Adequate maintenance procedures shall be implemented to keep the property in
good condition.
5. If GAF elects to capitalizeand depreciate such nonexpendable personal property
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in lieu of claiming the acquisition cost as a direct item of cost, title to such
property shall remain with GAF. An election to capitalize and depreciate or claim
acquisition cost as a direct item of cost shall be irrevocable.
6. Nonexpendable personal property purchased by GAF under the terms of this
Contract, in which title is vested in the City of Yakima or Federal Government
shall not be rented, loaned, or otherwise passed to any person, partnership,
corporation, association or organization without the prior express approval of the
City of Yakima ONDS.
7. Any nonexpendable personal property furnished to, or purchased by GAF, title to
which is vested in the City of Yakima ONDS or federal government shall, unless
otherwise provided herein or approved by the Contracting Officer, be used only
for the performance of activities defined in this Contract.
8. As a condition prerequisite to reimbursement for the purchase of nonexpendable
personal property, title to which shall vest in the City of Yakima ONDS or federal
government, GAF agrees to execute such security agreements and other
documents as shall be necessary for the City of Yakima ONDS or federal
government to perfect its interest in such property in accordance with the
"Uniform Commercial Code -Secured Transactions" as codified in Article 9A of
RCW Chapter 62A.
GAF shall be responsible for any Toss or damage to the property of the City of
Yakima ONDS or federal government (including expenses entered thereunto)
which results from negligence, willful misconduct, or lack of good faith on the part
of GAF to maintain and administer in accordance with sound management
practices that property, to ensure that the property will be returned to the City of
Yakima ONDS or federal government in like condition to that in which condition
the property was acquired by purchase, fair wear and tear accepted.
XVII RELATIONSHIP OF THE PARTIES
The parties intend that an independent GAF/city relationship shall be created by this
Contract. The City of Yakima ONDS is interested only in the results to be achieved, the
implementation of services will lie solely with GAF. No agent, employee, or
representatives of GAF shall be deemed to be an employee, agent, servant or
representative of the City of Yakima for any purpose, and the employees of GAF are not
entitled to any of the benefits the City of Yakima provides for City Employees. GAF shall
be solely and entirely responsible for its acts and for the acts of its agents, employees,
servants, and Subcontractors, or otherwise during the performance of this Contract.
XVIII TAXES AND ASSESSMENTS
GAF shall be solely responsible for and shall pay all taxes, deductions, and
assessments, including but not limited to, sales tax, federal income tax, FICA, social
security tax, assessments for unemployment and industrial injury insurance, and other
deductions from income which may be required by law or assessed against either party
as a result of this Contract. In the event the City is assessed a tax or assessment as a
result of this Contract, GAF shall pay the same before it becomes due.
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XIX QUARTERLY REPORT
GAF agrees to submit written quarterly reports outlining the progress towards completion
of activities included in Exhibit B, to the City of Yakima ONDS.
XX INSURANCE
A. NO INSURANCE
It is understood that the City does not maintain liability insurance for GAF and/or
its employees, agents, officers, and subcontractors.
B. COMMERCIAL LIABILITY INSURANCE
On or before the effective date of this Contract, GAF shall provide the City with a
certificate of insurance as proof of 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 (any statement in the certificate to the effect of "this certificate is issued as
a matter of information only and confers no right upon the certificate holder" shall
be deleted). Said policy shall be in effect for the duration of this Contract. The
policy shall name the City, its elected officials, officers, agents and employees as •
additional insured, 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 initiated by the insurance agent). 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.
C. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE
On or before the date this Contract is fully executed by the parties, GAF shall
provide the City with a certificate of insurance as proof of commercial automobile
liability insurance with minimum liability limit of One Million Dollars
($1,000,000.00) combined single lirnit bodily injury and property damage.
Automobile liability will apply to "Any Auto" and be shown on the certificate. The
certificate shall clearly state who the provider is, the amount of coverage, the
policy number, and when the policy and provisions provided are in effect (any
statement in the certificate to the effect of "this certificate is issued as a matter of
information only and confers no right upon the certificate holder" shall be
deleted). Said policy shall be in effect for the duration of this Contract. The
policy shall name the City, 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 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 or companies rated A -VII or higher in Best's Guide and
admitted in the State of Washington.
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D. WORKERS' COMPENSATION
GAF agree to pay all premiums provided for by the Workman's Compensation
Act of the State of Washington. Evidence of GAF's workers' compensation
coverage will be furnished to the City. GAF holds the City harmless for any injury
or death to GAF's employees while performing this Contract.
E. INSURANCE PROVIDED BY SUBGAF AND NDCS
GAF shall ensure that all subcontractors it utilizes for work/services rendered
under this Contract shall comply with all of the above insurance requirements.
XXI INDEMNIFICATION AND HOLD HARMLESS
All services that are rendered or performed under this Contract shall be performed or
rendered entirely to GAF's own risk and GAF expressly agrees to defend, indemnify and
hold harmless the City of Yakima and all of its officers, agents, employees and elected
and appointed officials from any and all liability, loss, fines, penalties or damage,
including reasonable cost of defense, they may suffer as a result of claims, demands,
actions, or damages to any and all persons or property, costs or judgments against the
City of Yakima which result from, arise out of, or are in any way connected with the
services to be preformed by GAF under this Contract.
Nothing in this section of the Contract shall be construed to create a liability or a right of
indemnification in any third party.
XXII CONTRACT, TERMINATION AND CLOSE OUT
If GAF fail to comply with the terms and conditions of this Contract, the City of Yakima
ONDS may pursue such remedies as are legally available including but not limited to,
the termination of this Contract in the manner specified herein.
A. TERMINATION FOR CAUSE
If GAF fails to comply with the terms and conditions of this Contract and any of
the following conditions exist:
1. The lack of compliance with the provisions of this Contract are of such
scope and nature that the City of Yakima ONDS deems continuation of
this Contract to be substantially non -beneficial to the public interest;
2. GAF has failed to take satisfactory corrective action as directed by the
City of Yakima ONDS or its authorized representative within the time
specified by same;
3. GAF has failed within the time specified by the'City of Yakima ONDS or
its authorized representative to satisfactorily substantiate its compliance
with the terms and conditions of this Contract, then:
The City of Yakima ONDS may terminate this Contract in whole or in part, and
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City of Yakima — GAF
Establishment of Grow Yakima Fund
thereupon shall notify GAF of the termination, the reasons therefore and the
effective date provided such effective date shall not be prior to notification to
GAF. After this effective date, no charges incurred under any terminated
portions are allowable.
B. TERMINATIONS ON OTHER GROUNDS
This Contract may also be terminated in whole or in part by mutual agreement of
the parties.
C. TERMINATION FOR WITHDRAWAL, REDUCTION OR LIMITATION OF
FUNDING
In the event that funding from the Federal government is withdrawn, reduced or
limited in any way after the effective date of this Contract, and prior to its normal
completion, the City of Yakima ONDS may summarily terminate this Contract as
to the funds reduced or limited, notwithstanding any other termination provision
of this Contract. If the level of funding so reduced or limited is so great that the
City of Yakima ONDS deems that the continuation of the program covered by this
Contract is no longer in the best interest of the public, the City of Yakima ONDS
may summarily terminate this Contract in whole notwithstanding any other
termination provisions of this Contract. Termination under this Section shall be
effective upon receipt of written notice by GAF or its representative.
The City of Yakima ONDS agrees to promptly notify GAF of any proposed
reduction in funding by Federal or other officials. GAF agrees that upon receipt
of such notice it shall take appropriate and reasonable action to reduce its
spending in the affected funding area so that expenditures do not exceed the
funding level which would result if said proposed reduction became effective.
This Contract may further be terminated by the City of Yakima upon written
demand by the City of Yakima ONDS for assurances that the terms of the Project
Description are being timely complied with, if such assurances are not made to
the City's satisfaction within thirty (30) days of the date of such written demand.
D. CLOSEOUT
In the event that this Contract is terminated in whole or in part for any reason, the
following provisions shall apply:
1. Upon written request by GAF, the City of Yakima shall make or arrange
for payment to GAF of allowable reimbursable costs not covered by
previous payments.
2. GAF shall submit within thirty (30) days after the date of expiration of this
Contract, all financial, performance and other reports required by this
Contract, and in addition, will cooperate in a program audit by the City of
Yakima or its designee.
3. In the event a financial audit has not been performed prior to closeout of
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City of Yakima — GAF
Establishment of Grow Yakima Fund
this Contract, the City of Yakima ONDS retains the right to withhold a just
and reasonable sum from the final payment to GAF after fully considering
the recommendation on disallowed costs resulting from the final audit.
XXIII COVENANT AGAINST CONTINGENT FEES
GAF warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for a commission,
percentage, brokerage or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agency maintained by GAF for the purpose of securing
business. The City of Yakima ONDS shall have the right, in the event of breach of this
clause by GAF, to annul this Contract without liability or, in its discretion, to deduct from
the Contract price or consideration or otherwise recover the full amount of such
commission, percentage, brokerage or contingent fee.
XXIV CONFLICT OF INTEREST
The City may, by written notice to GAF:
A. Terminate this Contract if it is found, after due notice and hearing, by the City that
gratuities in the form of entertainment, gifts, or otherwise offered or given by
GAF, or agent or representative of GAF, to any officer or employee of the City of
Yakima, with a view towards securing this Contract or securing favorable
treatment with respect to the awarding or amending or the making of any
determinations with respect to this contract.
B. In the event this Contract is terminated as provided in (A) above, the City of
Yakima shall be entitled to pursue the same remedies against GAF as it could
pursue in the event of a breach of the Contract by GAF. The rights and remedies
of the City of Yakima provided for in this clause shall not be exclusive and are in
addition to any other rights and remedies provided by law.
C. GAF warrants and covenants that it presently has no interest and shall not
acquire any interest, directly or indirectly, which could conflict in any manner or
degree with the performance of its services hereunder. GAF further warrants
and covenants that in the performance of this contract, no person having such
interest shall be employed.
XXV RIGHTS IN DATA
The City of Yakima ONDS may duplicate, use and disclose in any manner and for any
purposes whatsoever, and have others so do, all data delivered under this agreement.
GAF hereby grants to the City of Yakima, a royalty -free, non-exclusive, and irrevocable
license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize
others to do so, all data now or hereinafter covered by copyright: Provided, that with
respect to data not originated in the performance of this Contract such license shall be
only to the extent that GAF has the right to grant such license without becoming liable to
pay compensation to others because of such grant. GAF shall exert all reasonable effort
to advise the City of Yakima ONDS, at the time of delivery of data furnished under this
agreement, of all invasions of the right of privacy contained therein and of all portions of
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City of Yakima — GAF
Establishment of Grow Yakima Fund
such data copied from work not composed or produced in the performance of this
agreement and not licensed under this clause. GAF shall report to the City of Yakima
ONDS, promptly and in written detail, each notice or claim of copyright infringement
received by GAF with respect to all data delivered under this agreement. GAF shall not
affix any restrictive markings upon any data, and if such markings are affixed, the City of
Yakima ONDS shall have the right at any time to modify, remove, obliterate, or ignore
such markings.
XXVI RULE OF CONSTRUCTION
In the event of an inconsistency in this contract/grant award unless otherwise provided
herein, the inconsistency shall be resolved by giving precedence in the following order:
1. Appropriate provisions of state and federal statutes and regulations including
HUD CDBG Regulations.
2. General Terms and Conditions (Exhibit A).
3. Those attachments incorporated by reference herein, including the statement of
work/project description, approved HUD grant budget, in the order in which
attached, (Exhibit B).
4. City of Yakima Resolution No. R-2010-49 (Exhibit C); and
5. Any other provisions whether incorporated by reference herein or otherwise
provided that nothing herein shall be construed as giving preference to provisions
of this contract/grant award over any provisions of law.
XXVII GOVERNING LAW
This Contract has been and shall be construed as having been entered into and
delivered within the State of Washington, and it is mutually understood and agreed by
each party hereto that this Contract shall be governed by laws of the State of
Washington, both as to interpretation and performance.
XXVIII VENUE
The venue for any action to enforce or interpret this Contract shall lie in the Superior
Court of Washington for Yakima County, Washington.
XXIX MODIFICATION
Either party may request changes in this Contract, however, no change or addition to
this Contract shall be valid or binding upon either party unless such change or addition
be in writing, and executed by both parties, except budget adjustments as specified in
Section IV of this Contract.
XXX SEVERABILITY
It is understood and agreed by the parties hereto that if any part, term, or provision of
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City of Yakima — GAF
Establishment of Grow Yakima Fund
this Contract 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 Contract did not contain the particular provision held to be invalid. If it
should appear that any provision hereof is in conflict with any statutory provision of the
United States or the State of Washington, said provision which may conflict, therewith,
and shall be deemed modified to conform to such statutory provision.
XXXI PROGRAM INCOME
Any program income shall be accounted for by GAF, over the contract time period, and
shall be reported to the City. Income is to be used to continue or benefit the program, as
determined by the intent and purpose of the project.
XXXII RETURN OF FUNDS
GAF shall return to the City all monies provided hereunder by the City to GAF if any of
the following occur:
1. GAF materially changes the primary purpose and scope of the Project as
described on Exhibit "B" to the Contract.
2. GAF is unable to continue and/or provide services as described in Exhibit "B".
17 of 17
City of Yakima — GAF
Establishment of Grow Yakima Fund
Community and Economic Development Advisement Agreement
EXHIBIT B
Scope of Services
AGREEMENT
TO ESTABLISH THE
GROW YAKIMA FUND
BY AND BETWEEN
CITY OF YAKIMA
AND
GROW AMERICA FUND, INC.
National Development Council / Grow America Fund, Inc. Page 1 of 11
AGREEMENT
TO ESTABLISH THE
GROW YAKIMA FUND
BY AND BETWEEN
CITY OF YAKIMA AND
GROW AMERICA FUND, INC.
THIS AGREEMENT TO ESTABLISH THE GROW YAKIMA FUND (hereinafter
referred as the "Agreement") is entered into as of the _ day of June, 2010 by and between the
City of Yakima, WA, a municipal corporation with principal offices at 129 North 2nd Street,
Yakima, WA 98901 (hereinafter referred to as the "Client") and the Grow America Fund, Inc.,
a corporation organized and existing under the laws of the State of Delaware and having its
principal office at 708 Third Avenue, Suite 710, New York, New York, 10017 (hereinafter
referred to as "GAF").
WITNESSETH:
WHEREAS, the Client desire to expand economic opportunity for residents of Yakima
so that these residents may become economically self-sufficient; and
WHEREAS, the Client desire to encourage sustainable community and economic
development activities so that various neighborhoods in its geography may revitalize
themselves; and
WHEREAS, the Client desire to establish a community investment fund for small
business financing known as the Grow America Fund -Yakima (Grow Yakima Fund) to achieve
these goals; and
WHEREAS, GAF is recognized and certified by the U.S. Treasury Department as a
Community Development Financial Institution (CDFI) and Community Development Entity
(CDE) as a domestic corporation having a primary mission of serving or providing investment
National Development Council / Grow America Fund, Inc. Page 2 of 1 1
capital for low income communities or low income persons; and
WHEREAS. GAF, a U.S. Small Business Administration ("SBA") licensed and
regulated Small Business Lending Company (hereinafter "SBLC") entitled to make SBA
guaranteed loans to eligible small businesses, is the nation's only SBLC devoted solely to
economic and community development financing; and
WHEREAS, GAF, wholly owned subsidiary of the National Development Council,
and the Client, intend to enter into an Agreement to create a self-sustaining community
development investment fund for small business financing in Yakima.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained the parties hereto, intending to be legally bound, hereby agree as
follows:
A. GENERAL PROVISIONS AND RESPONSIBILITIES
Grow Yakima will be capitalized with funds provided by the Client (as
described in Section C below). These funds will be used solely for loans within
the areas identified by the Client, which are sponsored by the Client and which
meet the purposes of Grow Yakima as determined by the Client.
GAF and Client will jointly create an Economic Development Financing system
that recognizes the purpose of bringing the Grow Yakima Fund to the
community is to provide sound financing to healthy, growing small businesses,
which is critical to the creation of permanent jobs. As such, fully trained
professional staff (referred to as Economic Development Professionals (EDP))
provided by the Client are essential to imbue the program with credibility in the
local community and to complete the team necessary for the program's success.
3. EDP's will perform the following services:
a) Participate in developing a marketing program and establishing periodic
goals
b) Assist in establishing a database of potential referral sources for the Grow
Yakima program
c) Assist in preparation of marketing materials
d) Disseminate the application package provided by GAF to potential
borrowers.
e) Gather the application information and perform a review for package
completeness and preliminary qualification of potential borrowers
f) Assist GAF loan officer in scheduling meetings and site visits with potential
borrowers' places of business.
g) Provide support to the GAF closing and servicing teams when needed and
National Development Council / Grow America Fund, Inc. Page 3 of 11
requested.
3. GAF will use its SBLC license to make SBA guaranteed loans sponsored by the
Client and provide staff to operate Grow Yakima in conjunction with the
client's local staff provided by the Client to operate the fund in a prudent and
businesslike manner.
Staff provided by GAF will perform the following services:
a) Assist in marketing the Grow Yakima program
b) Assist in originating and packaging loans
c) Underwrite all loans
d) Obtain GAF and SBA approvals
e) Close, service, and collect loans
f) Perform appropriate periodic reviews of each loan
g) Provide reporting as required by the Client in a form acceptable to Client.
(The parties agree that acceptable form and format for this documentation is
the complete GAF quarterly portfolio status report to the Client and the loan
report for each Grow Yakima borrower including all relevant information as
provided by the borrower.)
4. GAF has a fiduciary responsibility to underwrite, approve, close, and service all
program loans, and otherwise operate Grow Yakima Fund in a prudent and
businesslike fashion. In addition, the SBA requires all SBLC's to follow SBA
regulations and to use SBA documents and procedures in making and servicing
loans. These fiduciary responsibilities and SBA regulations cannot be delegated
or waived and they are hereby incorporated by reference into this Agreement
B. COMMENCEMENT, DURATION, COMPENSATION
1. GAF shall commence services for Client effective - and except as
noted in Section C below, shall provide services co -terminus with the Client -
NDC Community and Economic Development Advisement Agreement to which
this Agreement is a sub -part.
2. This Agreement shall be renewable upon written notice provided thirty (30)
days prior to the end of the term of the Client -NDC Community and Economic
Development Advisement Agreement.
3. GAF shall be compensated during the term of this Agreement solely from
revenue generated from loans made to eligible businesses participating in GAF -
Yakima.
C. CAPITALIZING GROW YAKIMA FUND AND THE INVESTMENT PERIOD
National Development Council / Grow America Fund, Inc. Page 4 of 1 1
1. The Parties agree that Grow Yakima Fund will be capitalized with an
investment provided by the Client. This investment will be used solely for
funding eligible SBA -guaranteed loans within the targeted areas identified by
the Client in Exhibit 1 hereto.
2. On or by the Client shall either invest or set-aside the funds to
invest $200,000 required to capitalize the GAF -Yakima program. It is
anticipated that the investment will be provided by Client, but the actual source,
disbursement, and breakdown of the capitalization of the Grow Yakima Fund is
at the sole discretion of the Client.
The Client may elect to invest additional equity from time to time, all of which
will be governed by the terms and conditions of this Agreement unless
otherwise agreed to in writing. Payments made under this section shall be made
by check or electronic funds transfer payable to "Grow America Fund —
Yakima."
a. The Client investment represents the "unguaranteed portion" of each
outstanding loan funded under the program. The parties acknowledge that the
Client investment is therefore fully at risk of loss. It is anticipated that as
principal is repaid by the small business borrowers, it will be relent in the same
capacity to other borrowers eligible under the program.
b. GAF using its SBLC license shall fund the "guaranteed portion" of each
outstanding loan funded under the program. The parties acknowledge that the
intent of the Client investment is to realize total loans funded of $800,000
(approximately 4 times the amount of the initial Client investment).
3. The Client's Investment Period shall commence on the date above. The
investment period will remain in effect until the final receipt by GAF of the
final payment of principal and interest from all outstanding loans in the Grow
Yakima Loan Portfolio (the Termination of the Investment Period).
4. No party to this Agreement may terminate the Client's Investment Period earlier
than 24 months from the date of the initial investment or set-aside of funds to
capitalize the Grow Yakima Fund as referenced in Paragraph C-2 above. It is
agreed by all parties that this initial period will give all parties adequate time to
perform under the terms of this contract.
5. After 24 months from the initial investment or set-aside date, any party to this
Agreement may terminate this Agreement by giving ninety (90) days prior
written notice to the other parties.
National Development Council / Grow America Fund, Inc. Page 5 of 11
D. RETURN OF INVESTMENT
The Client has elected, and GAF has agreed to accept, the Client's investment to
capitalize Grow Yakima Fund as a "recoverable grant investment." Accordingly, the
City of Yakima and GAF agree that if the program is successful, the funds will be
"permanently" invested in GAF, supporting a revolving series of small business loans.
If the program is not successful, or if it is only moderately successful in , the Client's
"net investment" available for distribution (defined as the Client's investment less the
net unguaranteed principal balances of the loans outstanding) will be returned in part or
in its entirety in accordance with paragraphs "a" or "b" below. If the program is
successful, the Client will be entitled to a return in accordance with paragraph C.
a. IF GROW YAKIMA FUND LOANS TOTAL LESS THAN 100%
OF THE CLIENT'S INVESTMENT. If the Agreement is terminated
and total Grow Yakima Fund loans are less than 100% of the equity
invested, l00% of the Client's net investment held by GAF will be
returned ' to the Client at Termination plus 100% of all subsequent
principal payments received that are a return of net investment amounts.
b. IF GROW YAKIMA FUND LOANS TOTAL AT LEAST 100%,
BUT LESS THAN 400% OF THE CLIENT'S INVESTMENT. If
the Agreement is terminated and Grow Yakima Fund loans total at least
l00% but less than 400% of the equity invested, GAF will retain 25% of
the Client's net investment. 75% of the Client's net investment held by
GAF will be returned to the Client at termination plus '75% of all
subsequent principal payments received that are a return of net
investment amounts.
c. IF GROW YAKIMA FUND LOANS TOTAL AT LEAST 400% OF
THE CLIENT'S INVESTMENT. If the Agreement is terminated and
total Grow Yakima Fund loans exceeds 400% of the equity invested,
GAF will retain 50% of the Client's net investment available at the
Termination of the Investment Period plus 50% of all additional
principal payments received that are a return of net investment amounts.
The Client shall not be obligated to make payments to GAF beyond the equity
invested into GAF, and GAF shall not be obligated to return to the Client any
portion of the investment due beyond the actual principal repayments received
from the borrowers (or collateral reductions in the event of a liquidation) under
the Grow Yakima Fund program in accordance with the appropriate formula
above.
E. MISCELLANEOUS PROVISIONS
National Development Council / Grow America Fund. Inc. Page 6 of 11
1. Ownership of Material and Documents.
All final reports and other materials prepared by GAF for the Client shall be the
property of the Client, however all work papers and other source materials not
provided to the Client shall be the property of GAF. GAF shall deliver such
materials to the Client in accordance with the terms and conditions of this
Agreement.
The Client shall not, without GAF's written consent, associate GAF's name with
the report/product, if a subsequent change is made in such report\product after
submission to the Client.
2. Right to Audit.
GAF shall establish and maintain appropriate procedures, which will ensure the
proper accounting of all funds paid to it under this Agreement. The Client or
any of their duly authorized representatives shall have access to any books,
documents, papers and records of GAF, which are directly pertinent to a specific
program for 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 short periods of retention, all
books, records and supporting details shall be retained for period of at least
three (3) years after the expiration of the term of the Community and Economic
Development Advisement Agreement to which this is a sub -part.
3. Equal Opportunity.
GAF shall comply with all provisions of Title VI of the Civil Rights Act of
1964 and of the rules, regulations and relevant orders 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. Conflicts of Interest.
No board member, officer or employee of the 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.
National Development Council / Grow America Fund, Inc. Page 7 of 11
5. 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.
6. Responsibility for Claims.
To the extent permitted by state statutes, the Client agrees to indemnify and save
harmless GAF, 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 bad faith, willful, negligent or
unlawful act of the Client in its performance of this Agreement. Provided,
however, that such indemnity shall not apply to any actions, claims or damages
arising as a result of GAF's bad faith, willful misconduct or gross negligence.
GAF agrees to indemnify and save harmless the 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 bad faith, willful, negligent or unlawful act of GAF in its performance under
this Agreement. Provided, however, that such indemnity shall not apply to any
actions, claims or damages arising as a result of the Client' bad faith, willful
misconduct or gross negligence.
7. Compliance with Laws, Venue.
GAF 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. The parties hereby irrevocably and unconditionally consent to
submit to the jurisdiction of the courts of the State of Washington and of the
United States of America located in Washington, which shall have the exclusive
jurisdiction for any actions, suits or proceedings arising out of or relating to this
Agreement and the transactions contemplated hereby. The parties agree not to
commence any action, suit or proceeding relating thereto except in such courts,
with venue in Yakima County, Washington.
8. Assignment.
Neither this Agreement or any rights, duties or obligations described herein may
be assigned by either party without the prior express written consent of the other
National Development Council / Grow America Fund. Inc. Page 8 of 1 1
party.
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.
10. Disclaimer.
The Client is a sophisticated business enterprise and has retained GAF 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.
11. Entire Agreement.
This Agreement contains the final agreement between the parties regarding the
matters covered and supersedes any and all other agreements, either oral or in
writing regarding, the matters contained herein. No amendments to this
Agreement shall be binding on either party unless in writing and signed by both
parties.
National Development Council / Grow America Fund, Inc. Page 9 of 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as
of the day and year first written above
Attest:
yCiry CIPRK
Attest:
CITY OF YAKIMA
By:
Its:
i f y 772,44./ e=iZ
GROW AMERICA FUND, INC.
Robert W Da rig/pairman
National Development Council / Grow America Fund, Inc. Page 10 of 11
EXHIBIT 1
Eligible Grow Yakima Lending Areas
The Grow Yakima Fund loan program will be available to eligible businesses located
throughout the City of Yakima.
Other eligibility criteria, if applicable, (job creation or retention, etc) is to be determined and
documented by the Client.
National Development Council Grow America Fund. Inc. Page 1 1 of 1 1
•
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.: /0
For Meeting of: June 1, 2010
ITEM TITLE: Consideration of a Resolution authorizing the City Manager to execute a CDBG
Economic Development Grant Agreement with the National Development Council
SUBMITTED BY: Michael A. Morales, Director CED
CONTACT PERSON/TELEPHONE: Michael Morales, 575-3533
SUMMARY EXPLANATION:
The Department of Community & Economic Development and the National Development Council
propose to establish a community investment fund for small business financing known as the
Grow America Fund -Yakima (Grow Yakima Fund). The project would be funded by a $200,000
Community Development Block Grant, which is available within the 2010 budget.
The Grow America Fund is recognized and certified by the U.S. Treasury Department as a
Community Development Financial Institution (CDFI) and Community Development Entity
(CDE). The GAF is also a U.S. Small Business Administration ("SBA") licensed and regulated
Small Business Lending Company ("SBLC") entitled to make SBA guaranteed loans to eligible
small businesses. The GAF, is the nation's only SBLC devoted solely to economic and
community development financing.
CONTINUED NEXT PAGE
Resolution X Ordinance Contract X Other Specify
Funding Source: CDBG Economic Development Funds.
APPROVAL FOR SUBMITTAL:
City Manager
STAFF RECOMMENDATION: Approve the contract by adopting the resolution.
BOARD/COMMISSION RECOMMENDATION: Neighborhood Development Committee and
Economic Development Committee recommend approval.
COUNCIL ACTION:
As described in the contract, the project would operate as follows:
1. Grow Yakima will be capitalized with $200,000 of CDBG funds provided by the
City. These funds will be used solely for loans within the federal Renewal
Community. This investment will leverage SBA guarantee funds at a minimum
ratio of 4:1.
2. GAF and the City will jointly create an Economic Development Financing system
that recognizes the purpose of bringing the Grow Yakima Fund to the community
is to provide sound financing to healthy, growing small businesses, which is
critical to the creation of permanent jobs. As such, the CED staff will continue to
work with the program to provide the following:
a) Participate in developing a marketing program and establishing periodic
goals;
b) Assist in establishing a database of potential referral sources for the Grow
Yakima program;
c) Assist in preparation of marketing materials;
d) Disseminate the application package provided by GAF to potential borrowers;
e) Gather the application information and perform a review for package
completeness and preliminary qualification of potential borrowers;
f) Assist GAF loan officer in scheduling meetings and site visits with potential
borrowers' places of business;
g) Provide support to the GAF closing and servicing teams when needed and
requested.
3. GAF will use its SBLC license to make SBA guaranteed loans sponsored by the
City. Staff provided by GAF will perform the following services:
a) Assist in marketing the Grow Yakima program;
b) Assist in originating and packaging loans;
c) Underwrite all loans;
d) Obtain GAF and SBA approvals;
e) Close, service, and collect loans;
f) Perform appropriate periodic reviews of each loan;
g) Provide reporting as required by the Client in a form acceptable to Client. (The
parties agree that acceptable form and format for this documentation is the
complete GAF quarterly portfolio status report to the Client and the loan report
for each Grow Yakima borrower including all relevant information as provided
by the borrower).
4. GAF has a fiduciary responsibility to underwrite, approve, close, service all
program loans, and otherwise operate Grow Yakima Fund in a prudent and
businesslike fashion. In addition, the SBA requires all SBLC's to follow SBA
regulations and to use SBA documents and procedures in making and servicing
loans. These fiduciary responsibilities and SBA regulations cannot be delegated
or waived and they are hereby incorporated by reference into this Agreement.
A
•