COMMUNITY AND ECONOMIC DEVELOPMENT ADVISEMENT
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AGREEMENT
BY AND BETWEEN
CITY OF CLEARWATER, FLORIDA
AND
THE NATIONAL DEVELOPMENT COUNCIL
REGARDING
COMMUNITY AND ECONOMIC DEVELOPMENT ADVISEMENT
THIS AGREEMENT entered into as of the 1st day of January, 2001 and ending December 31,
2001, by and between the City of Clearwater, Florida (hereinafter referred to as the ''City''),
I and the National Development Council (hereinafter referred to as "NDC" or the "Contractor"),
a notMfor-profit corporation organized and existing under the laws of the State of New York and
having principal offices at 51 East 4200 Street, Suite 300, New York, NY 10017
WITNESSETH THAT:
WHEREAS, the City has determined that it needs the professional services of an advisor to work
with th~!City to develop and assist in the implementation of the City's community and economic
development programs within the City; and
WHEREAS, the Contractor has submitted a proposal to carry out the required servic~s; and
WHEREAS, the City has selected the Contractor and the Contractor has agreed to perform the
services set forth hereunder; and
WHEREAS, the compensation to be paid to the Contractor is comparable to compensation
nonnally paid for such services within the State of Florida;
NOW, THEREFORE, the City and the Contractor hereby agree as follows:
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SECTION 1: EMPLOYMENT
101. The City hereby employs the Contractor and the Contractor hereby agrees to
perform the services set forth herein in accordance with the terms and conditions
and for the consideration set forth herein.
102. The person in charge of administering this Agreement on behalf of the City shall be
City's Executive Director or such other person as shall be designated in writing.
103. The person responsible for the services to be rendered on behalf of the Contractor
shall be either George M. Stapf or Mary J.Childs Directors of the Contractor or
such other qualified person as is designated in writing by the Contractor and
accepted by the City.
104. The Contractor shall not, unless otherwise authorized in this Agreement,
subcontract any of the services to be performed by it under this Agreement without
prior written approval of the City.
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 revisions 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 upon services beyond the scope of
the services initially to be provided by NDC hereunder.
202. In performing the services contemplated under this Agreement, NDC shall consult
with the staff of the City, and shall meet, as appropriate, with other City officials
and with other persons or entities, as necessary, including State and Federal
officials and/or neighborhood groups or organizations.
203. NDC offers a full scope of economic, community, and housing development
services and training. The City will, in writing, 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 services
contemplated by this Agreement are as follows in this paragraph 203 except for
services which may be provided by or through NDC Housing and Economic
Development Corporation, which will be governed by paragraph 505.
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.01 NDC will review and evaluate projects being considered by the City for
community and economic development assistance. This may include, as
directed;
. evaluating sponsor/developer experience and capacity
. financial review and structuring
. review of appraisals, cost assumptions, capital budgets, operating
statements, marketing data and other funding commitments
. advising on tax credit equity sources, requirements and structuring
. identifying other funding sources when required
. assisting with development issues during preMdevelopment and
development
. structuring loan documents and development agreements
. advising on program regulation issues
.02 NDC will provide technical support and/or financial analysis of economic
and/or community development program proposals as periodically referred
by City staff: This may include, but is not limited to, technical ad~ment
regarding the Brownfields Redevelopment, Community Redevelopment
Agecy Projects, and parking facilitiles.
.03 NDC will review and evaluate, as directed, the City's established
community and economic development programs, including:
. program goals
. eligibility criteria
. underwriting guidelines
. program documents
. internal administration of application and approval process
. suggest methods designed to increase activity and funds available to
advance the program
.04. NDC will provide technical assistance and advocacy.in the City's efforts to
seek awards of governmental monies and approval of various programs
including, but not limited to, CDBG , HUD Section 108 loans (including
EDI & BEDI), U.S. Department of Commerce EDA, u.s. Small Business
Administration; and Enterprise Florida programs.
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.05 Nl)C will, at the City's election provide one (1) scholarship to be used by
City staff for attendance in NDC's "Economic Development Finance
Professional Certification" training program.
.06 Pursuant to Section 104 hereof: NDC will execute a su~contractual
agreement with The Grow America Fund, Inc. ("GAP"). NDC and GAP
will assist the City in establishing a self-sustaining community economic
development loan pool for City businesses referred for consideration by the
City. Said Economic Development Loan Pool shall be known as the
"Grow Clearwater Fund." (GCF). NDC will direct and oversee, under its
sulrcontractual agreement with GAP, all activities to be performed. The
GAP Subcontractor Agreement will require GAP to satisfy all applicable
U.S. HUn and SBA requirements and regulations.
City and NDC will authorize GAP to use its SBA license to make SBA
guaranteed loans sponsored by City and operate GCF in conjunction with
the local staff in a prudent and businesslike manner. GAP will perform the
following services:
~ assist in marketing the Grow Clearwater Fund program;
~ assist in originating and packaging loans;
~ obtain GAP and SBA approvals;
~ close, service, and collect loans;
~ perform annual reviews of each loan;
~ perform the fiduciary responsibilities;
~ provide periodic reporting to the City.
City shall designate at least one (I) local staff person who will assist NDC
and GAP to market the program, originate loan applications, and assist in
closing and servicing loans.
.07 NDC~ alone and/or via authorized su~contractors, will provide the City,
upon its request, with other related community and economic development
services. These services may include but need not be limited to:
a. Establish City/NDC joint venture program for industrial and
commercial development projects through Community
Development Group, Inc. (CDG).
b. Establish City's participation in NDC's 501(c)(3) Bond and
Donation Program.
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c. Establish City's participation in NDC's '~Corporate Equity Fund".
d. Establish City's 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 Article 2 of this Agreement in the
period commencing January 1,2001 and ending December 31, 2001.
402. This Agreement may be extended for up to an additional twelve (12) months by
mutual written consent of the parties.
SECTION 5: COMPENSATION
501. The City shall compensate NDC for satisfactory performance of services received
under Section 2 of this Agreement in the total amount of $40,500.00 payable
monthly in arrears in twelve (12) installments of$3,375.00.
502. Compensation provided under this Section 5 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; meetings and presentations; travel time and expenses; postage;
telephone; and all similar expenses. No direct costs shall be reimbursed by the
City.
503. Payments to NDC under this Agreement shall be made by the City on approval of
payment requisitions certified by a principal ofNDC. Requisitions must be
submitted to the City on a monthly basis, by the last day of the month following
the month worked. Each requisition shall be in a form acceptable to the City and
set forth the services performed, and the compensation due to NDC based upon
the fee amount set forth in Section 501. The City, prior to making any payment
under this Agreement may require NDC to submit to it such additional information
with respect to NDC's costs as it deems necessary.
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504. At the request of the City, and in furtherance ofNDC Housing and Economic
Development Corporation's (HEDC) charitable public purpose, NDC agrees to
use the not-for-profit development services of its affiliate to undertake City
sponsored development projects. Public Facility projects undertaken by HEDC
will require the active participation of the City, and will only be undertaken if
HEDC's Board of Directors determines that the development of the project is
financially feasible, "lessens the burden of government", and meets HEDC's
"charitable public purpose."
HEDC's activities will be undertaken as a separate program activity with fees for
services rendered determined on a case-bYMcase basis. Development fees to the
greatest extent possible will be included in the project's capital budget, and
financed as part of the project. Eligtble project development fees shall include, but
not be limited to the following:
.. Development Risk Fees
.. Legal Fees
.. Accounting Fees
.. Asset Management Fees
.. Project Management Fees
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, and NDC shall comply with all
applicable law, ordinances, licensing requirements and codes 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 directed by the City.
603. The City and NDC each binds itself: its partners, successors, 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 and
supersedes any and all agreements reached by the parties prior to the execution of
this Agreement, whether oral or written.
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605. Ifany provision 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
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 waiver of any other terms or condition of this
Agreement.
607. The City may, from time to time, request changes in the scope of services ofNDC
to be performed hereunder. Such changes, including any increase or decrease in
the amount ofNDC'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 be also 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 shall
be effective and valid only when given in writing signed by a duly authorized
officer of the City or NDC, and delivered in hand or sent by mail, postage prepaid,
to the principal office 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 4200 Street, Suite 300
New York, NY 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.
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611. It is agreed that the City has no financial interest in the business ofNDC, and shall
not be liable for any debts or obligations incurred by NDC, nor shall the City be
deemed or construed to be a partner, joint venturer or otherwise interested in the
assets ofNDC, or sums earned or derived by NDC, nor shall NDC 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 thing or things whatsoever.
612. NDC, in performance ofits operations and obligations hereunder, shall not be
deemed to be the agent ofthe 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.
614. NDC certifies that any funds to be paid under this Agreement will not be paid, by
or on behalf ofNDC; to any person for the purpose of influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an officer
or employee of Congress, or any employee of a member of Congress in connection
with the awarding of any Federal grant, the making of any Federal loan, the
entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.
In addition, NDC shall after issuance of a final ruling by an agency, office and/or
court of competent jurisdiction, and rejections of any appeal therefrom, refund to
the City any payment or portions of payment which the City determines were
improperly due NDC per the terms of this Agreement.
615. NDC agrees to abide by the conflict of interest provisions set forth in 24 CPR
~570.611. Without limiting the generality of the foregoing, NDC agrees that,
except as otherwise specifically authorized by said regulation, it shall neither
permit any of the funds provided to it hereunder to be paid to any employee, agent,
consultant, officer or official of either NDC or the City, their families or their
business associates, nor otherwise allow such individuals to derive any interest or
benefit from the program for which said funds are to be used. The terms of this
paragraph, including this sentence, shall be incorporated in each document under
or by which any funds provided hereunder are to be provided to any other party
(including subcontracts, su~grants, and contracts under grants, loans and
cooperative agreements), providing, however, that such terms may be
appropriately modified to reflect the relationship of the parties.
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616. In the event that the City provides NDC with a cash advance or makes an
approved lump sum payment for GAP lending, NDC shall deposit all project funds
in a financial institution with adequate FDIC or FSLIC coverage, and the balance
exceeding the FDIC Coverage shall be collaterally secured. Such collateral security
shall be satisfactory to the City.
As a protection against loss, NDC shall maintain a blanket fidelity bond at all times
during the terms of this Agreement.
617. City agrees to indemnifY, save and hold harmless the NDC from any and all
liabilities and claims caused by or resulting from activities in furtherance of the
work descnbed herein. Client shall reimburse NDC for. any judgments which may
be obtained against NDC resulting from the work hereunder or the use of any
work product ofNDC. NDC agrees that such indemnity shall not apply to any
actions, claims, or damages arising as a result ofNDC's gross negligence or
intentional misconduct.
618. It is understood and agreed by NDC that the City reserves the right to monitor the
manner, means, and details of the delivery of services by NDC, as well as to
evaluate the goals to be accomplished. NDC shall comply fully with all
recommendations and requirelIlents of the City resulting from such evaluations and
audits which are deemed by the City to be consistent with the provisions of
services under this Contract.
NDC shall correct any deficiencies identified by the City in a reasonable period of
time to be determined by the City.
619. NDC will conform strictly to all Federal, State, and Municipal laws, statutes~
ordinances, and the applicable rules and regulations and any and all amendments
thereto; and, to the methods and procedures of all governmental boards, bureaus,
offices, commissions, and other agencies. Without limiting the generality of the
foregoing, NDC agtees to comply with all requirements promulgated by HUD,
including, but not limited to, CDBG Regulations and HUD assurances and to
comply with the laws and regulations which are incorporated herein by reference,
to the extent they are applicable to the performance of activities and reporting
requirements under this Agreement.
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SECTION 7: TERMINATION
701. 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 Agreement prior to December 31, 2000. The fees due and owing shall be paid
pursuant to a work performed calculation, proMrated to the date of cancellation.
Any fees due NDC's sub-contractor(s), shall be governed by applicable sections of
the sub-contractual Agreement( s).
IN WITNESS THEREOF, the parties have executed three (3) counterparts of this Agreement as
of the day and year first above written.
ATTEST
OPMENT COU~
' f)
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AGREEMENTS BY CITY OF CLEARWATER:
COUNTERSIGNED:
APPROVED AS TO FORM:
s;e::::
CITY OF "~ATER, FLORIDA
BY (9$~
-F~orne,II
Interim City Manager
ATTEST:
Oe ~\ &.i2, .~
ynthiaE_."Goudeau -. .
ity Clerk . . "
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