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NEIGHBORHOOD REVITALIZATION AND ECONOMIC OPPORTUNITY EXPANSION ! . I I AGREEMENT BY AND BETWEEN THE CITY OF CLEARWATER AND THE NATIONAL DEVELOPMENT COUNCIL THIS AGREEMENT, entered into as of the 5th of August, 1999 and ending the 30th of September, 2000, and between the City of Clearwater, Florida, a municipal corporation organized and existing under the laws of the State of Florida (hereinafter referred as the "City"), and the National Development Council (hereinafter referred to as "NDC"), a not-for-profit corporation organized and existing under the laws of the State of New York and having principal offices at 51 East 42nd Street, New York, New York. WITNESSETH THAT: WHEREAS, the City desires to expand economic opportunity for residents of Clearwater so that these residents may become economically self- sufficientj and WHEREAS, the City desires to encourage sustainable community development activities so that neighborhoods can revitalize themselvesj and WHEREAS, the City has determined that it needs the professional services of an advisor to work with the City to develop and assist in the implementation of the Community and Economic Development programsj and, WHEREAS, National Development Council desires and is willing to assist the City to achieve its goals to expand economic opportunity and revitalize its neighborhoodsj and, WHEREAS, the City has selected NDC and NDC has agreed to perform the services set forth hereunderj and, WHEREAS, the compensation to be paid NDC is comparable to compensation normally paid for such services by other communities which have retained the services of NDC. NOW, THEREFORE, the City and NDC hereby agree as follows: SECTION 1: EMPLOYMENT 101. The City hereby employs NDC and NDC hereby agrees to perform the services set forth herein in accordance with the stated terms and conditions for the consideration set forth in Section 5. .I"'l,/J ",'-~:2",~/~.."n(l V'/-'j .,1" (.2) I I 102. The City hereby designates the Housing and Urban Development Department to administer this Agreement in behalf of the City. 103. The person responsible for the services to be rendered on behalf of the NDC may be designated in writing by NDC and accepted by the City. 104. The City authorizes NDC to subcontract with Grow America Fund, Inc. (GAF) which will assist the City in creasing a self sustaining community economic development loan pool for Clearwater businesses referred for consideration by the City to be known as the Grow Clearwater Fund (GCF). NDC will be authorized to direct GAF to originate loans utilizing equity funds committed to NDC by the City and use its SBLC license to make SBA guaranteed loans and provide staff to operate the Grow Clearwater Fund in conjunction with local staff to be provided by the City. In addition, at the City's option, NDC will authorize GAF to reinvest loan repayments less approved expenses into Grow Clearwater Fund. SECTION 2: SCOPE OF SERVICES 201. NDC shall perform the services set forth under this Agreement in a satisfactory manner, as determined by the City. NDC shall make such revision or modifications to its work, at its own cost and expense, as may be required by the City; provided, however, NDC shall not be required to make revisions at its sole cost and expense where the revisions are based in considerations outside the scope of services initially given to NDC. 202. In performing the services required under this Agreement, NDC shall consult with the staff of the City, and shall meet, as appropriate, with other employees or City officials and with other persons or entities, as necessary, including State and Federal officials and/or neighborhood groups or organizations 203. NDC offers the City a full scope of economic, community and housing development services and training. The City will select the services, the timing and order of the delivery of the services, and the degree to which the services are provided. The City, in its sole discretion, will determine the adequacy of the services provided and may add or delete services as it sees fit. The initial tasks comprising this Agreement may include, but need not be limited to the following: I I 203.1 Traininq To improve the analytical, financial and structuring skills of City staff or non-profit community-based organizations (as designated by the City) involved in the various State and Federal community and economic development programs as well as develop their abilities to communicate and negotiate effectively with lenders, developers, and equity investors so that projects move quickly to completion, NDC shall make available I (one) pre-paid scholarship (consisting of up to one work of training) in its version of its Housing/Economic Development Finance Professional (H/EDFP) Training Program. The curriculum will be specific sections of NDC's (combined) seven (7) week H/EDFP Program and NDC shall work with the City to select those areas most appropriate for staff training. The full curriculum includes: a. Financing Principles Credit analysis Ratio analysis Cash flow/repayment ability b. Structuring Development Financing GAP Filling Problem solving Negotiation User financing Investor financing c. Financing Affordable Housing Single Family Multiple-Family d. Financing Programs Conventional HUD SBA Other (TBD) Training will be conducted in a classroom style in designated areas across the country. The emphasis is on the analysis of case studies of real development projects that NDC staff has structured and implemented in conjunction with client communities across the country. . . 203.2 203.3 203.4 I I Community Based Housing Development Organization (CHDO) At the City's election, NDC will provide technical assistance to up to two CHDO's of the City's choosing. The cost of this assistance will be underwritten by the U.S. Department of Housing and Urban Development. HUD will compensate NDC for providing this technical assistance to the CHDO's and the City will bear no cost of this assistance. Small Business Lendinq Company (Grow America Fund)/Community Development Finance Institution (SBLC/CDF) Pursuant to Section 104, NDC shall execute a sub-contractual agreement with The Grow America Fund, Inc. which will assist the City in establishing a self-sustaining community economic development loan pool for Clearwater businesses referred for consideration by the City, said RLF shall be known as the "Grow Clearwater Fund." NDC will direct and oversee, under its subcontractual agreement with GAF, that the activities listed below are performed. The Subcontractor Agreement will require GAF to incorporate all applicable U. S. HUD and SBA requirements and regulations. NDC will authorize GAF to use its SBLC license to make SBA guaranteed loans sponsored by Grow Clearwater Fund and operate Grow Clearwater Fund in conjunction with the local staff provided by the City in a prudent and businesslike manner. GAF will perform the following services: -assist in marketing the Grow Clearwater Fund program; -assist in originating and packaging loans; -obtain GAF and SBA approvals; -close, service, and collect loans; -perform he fiduciary responsibilities; -provide periodic reporting to the City; and The City shall provide at least one (1) person to coordinate the Grow Clearwater assist to market the program, originate assist in closing and servicing loans. full Fund. loan time local staff Local staff will applications, and Special proiects NDC shall assist the City through a mutually agreed upon "due diligence process" resulting in a financial and/or organizational analysis and recommendation for acting regarding: a. Development of structure and application for a citywide Section 108 loan. . ! 203.5 203.6 I I b. Development of policies and procedures to include the City in NDC's"Environmental Economic Development Initiative" through the Center for Environmental Economic Development and the U. S . Department of Commerce Economic Development Administration. c. Other projects as mutually agreed upon by NDC and the City Community/Economic Development NDC will assist the City in the development and implementation of financing programs, financial review, and packaging for development proj ects as determined by the City. At the Ci ty' s election, assistance can include, but need not be limited to; a. Participation in negotiations and meeting between the client and developers, analysis of financing feasibility, implementation of financing alternatives for located in proposing to locate the City. and developers b. Meeting with private and public sector financing sources and negotiating with related parties. c. Introducing, as appropriate, develops to the City (NDC maintains working relationships with numerous national and regional development groups as a consequence of its other contract relationships). d. Providing training to City staff on development finance issues and technical aspects of project development through informal on-site training and reduced tuition for City personnel in NDC's Economic Development Professional Certification Program as outlined above. e. Providing organizational training to key board members, non- profit neighborhood and development corporations, and other key participants in economic development process on issues of doing development. Other Services NDC offers a full range of community and economic development, and using services which are available to the City. These services may include but not need be limited to the following: a. Establish City/NDC joint venture program for industrial and commercial development projects through NDC Housing and Economic Development Corporation (HEDC) and Community Development Group, Inc. (CDG). I I b. Establish City participation in NDC's 501 @(3) Bond and Donation Program. c. Establish City participation in NDC's "Affordable Home- Ownership Program" through NDC Housing and Economic Development Corporation (NDC HEDC) . d. Establish City participation in NDC's "Corporate Equity Fund." e. Establish City participation in all other programs as developed and introduced by NDC during the contract term. SECTION 3: INFORMATION TO BE FURNISHED TO NDC 301. The City shall provide NDC with all documents, data, and other materials in its possession appropriate to the services to be performed hereunder and will use its best efforts to secure materials or information from other sources requested by NDC for the purpose of carrying out services under this Agreement. SECTION 4: TIME OF PERFORMANCE 401. NDC shall perform the services set forth in Section 2 of this Agreement in the period commencing August 5, 1999 and ending September 30, 2000. 402. This Agreement shall remain in effect until September 30, 2000, unless otherwise terminated or extended by the parties hereto, by giving the other part forty eight (48) hours written notice. SECTION 5: COMPENSATION 501. The City shall compensate NDC for satisfactory performance of the services set forth in Section 2 of this Agreement in the amount of Fifty Thousand Six Hundred Twenty Five Dollars and no cents ($47,250.00). ("The Base Contract Amount"). Payments shall be made at the rate of $3,375.00 per month, due and payable on the first of each month. 502. Payment to NDC under this Agreement shall be made by the City upon approval of payment requisitions certified by a principal of NDC submitted not more often than once a month. Each requisition shall be in a form acceptable to the City, and shall set forth the compensation due NDC based upon the fee amount set forth in Section 501. 503. Compensation provided under this Section constitutes full and complete payment for all costs assumed by NDC in performing this Agreement including but not limited to: salaries; consultant fees; costs of materials and supplies: printing and reproduction; meeting, consultations, and presentations; travel expenses, . . I I .. postage; telephone; and similar expenses. be reimbursed by the City. No direct costs shall 504. The Grow Clearwater Fund will be capitalized with equity funds provided by the City. These funds will be used solely for eligibility SBA guaranteed loans within the City, which are sponsored by the City and neighborhood community development organizations and which meet the purposes of job creation, increased investment, or the elimination of blight as determined by the City. NDC will be authorized to submit to the City invoices for the disbursement of said fund to NDC for GAF, in an amount equal to the loan commitments made by GAF for which loan funds have not been previously disbursed by the City. All invoices for said funds will be accompanied by commitment documents and other reporting requirements, which shall substantiate the amount of loan funds requested in the accompanying invoice. All invoices are to be initiated by NDC on an as-needed basis, so that the subsequent City payment is redistributed through NDC GAF within five (5) working days upon receipt. For providing the service authorized in Section 2, NDC will from funds other than and in addition to the compensation outlined in Section 5 Paragraph 501, compensate GAF for underwriting, servicing, and management fee (hereinafter "GAF Administrative Fee") in accordance with Section E of the NDC/GAF subcontract attached as Attachment "A". SECTION 6: TERMS AND CONDITIONS 601. This Agreement, its terms and conditions and any claims arising therefrom shall be governed by the laws of the State of Florida, NDC shall comply with all applicable law, ordinances, licensing requirements and codes of the City and shall commit no trespass on any private property in performing services under this Agreement. 602. In the event of claim, dispute, or legal action, NDC shall continue to perform services under this Agreement in a timely manner, unless otherwise directed by the City. 603. The City and NDC each binds itself, its partners, successor, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. 604. This Agreement incorporates all the understanding of the parties hereto supersedes any and all agreements reached by the parties prior to the execution of this Agreement, whether oral or written. . , I I 't 605. If any provisions of this Agreement is held invalid, the balance of the provisions of this Agreement shall not be affected thereby if the balance of the provisions of this Agreement would then continue to conform to the requirements applicable to the Agreement. 606. Any waiver of the terms and conditions of this Agreement by either of the parties hereto shall not be construed to be wavier of any other terms or condition of this Agreement. 607. The City may, from time to time, request changes in the scope of services of NDC to be performed hereunder. Such changes, including any increase or decrease in the amount of NDC's compensation, which are mutually agreed upon by and between the City and NDC, shall be incorporated in written amendments executed by both parties to this Agreement. 608. References herein in the masculine gender shall also be construed to apply to the feminine gender. 609. Except as otherwise specifically provided in this Agreement, whenever under this Agreement approvals, authorizations, determinations, satisfactions or waivers are required or permitted, such approvals, authorizations, determinations, satisfactions or waivers shall be effective and valid only when given in writing signed by a duly authorized office of the City of NDC, and delivered in hand or sent by mail, postage prepaid, to the principal officer of the party to whom it is directed, which until changed by written notice from one party to the other, are as follows: NDC: Robert W. Davenport President National Development Council 51 East 42~ Street, Suite 300 New York, New York 10017 CITY: Robert Keller, Assistant City Manager City of Clearwater P.O. Box 4748 Clearwater, FL 34618 610. NDC agrees to permit at all reasonable times and places an audit of its books and records as these may pertain to this agreement by duly authorized representatives of the City. 611. Notwithstanding any of the provisions of this contract, it is agreed that the City has no financial interest in the business of NDC, and shall not be liable for any debts of obligations incurred by NDC, nor shall the City be deemed or construed to be a partner, joint venturer or otherwise . i I I '" interested in the assets of NDC, or sums earned or derived by NDC, nor shall at any time or times use the name or credit of the City in purchasing or attempting to purchase any car, equipment, supplies or other things whatsoever. 612. NDC, in the performance of its operations and obligations hereunder, shall not be deemed to be the agent of the City, but shall be deemed to be an independent contractor in every respect and shall take all steps at its own expense, as the City may from time to time request, to indicate that it is an independent contractor. 613. NDC agrees that it will comply with Title 6 of the Civil Rights Act of 1964 and shall assure that no person will be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination on the grounds of race, sex, color, national origin or handicap. SECTION 7: TERMINATION 701. With the exception of the terms and conditions for participation on the SBLC program as described in Attachment A, it is understood and agreed that either party may cancel this Agreement at any time, for any reason, after forty-eight (48) hours written notice of such cancellation of this . < I " , agreement prior to the end of the Fifteen (15) month term hereof. The fees to be paid to NDC shall be pro-rated to the date of cancellation. Countersigned: L-)f>\ - Bn.an Aungst Mayor-Commissioner Approved as to form: ~C/ olm Carassas Assistant City Attorney ~ Attest: CITY OF CLEARWATER, FLORIDA By, 1 Michael J. Roberto City Manager Attest ~f( . c: ~ l\U-tCLG--. . 12 '---- Ct..hia---E. Goudeall C y'.Clerk National Development Council