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HomeMy WebLinkAboutC06-055 TECHNICAL ASSISTANCE AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND NATIONAL DEVELOPMENT COUNCIL ~ This Technical Assistance Agreement is made and entered into this day of ~~~\ ,2006, by and between the EAGLE COUNTY, COLORADO, whose address is 500 Broadway, Eagle, Colorado 81631 (hereinafter called "Client") and NATIONAL DEVELOPMENT COUNCIL, a New York non-profit corporation, which is a tax-exempt organization under Section 501 (c)(3) of the Internal Revenue Code, whose address is 51 East 42nd Street, Suite 300, New York, New York 10017 (hereinafter called "NDC") WITNESSETH: WHEREAS, the Client has determined that it needs the professional services of an advisor to work with the Client to assist it in achieving its public goals of developing and implementing a housing development program, and WHEREAS, NDC is willing to provide, on such terms and conditions as are hereinafter provided, technical assistance to the Client utilizing its expertise in housing and community development activities. NOW THEREFORE, the Client and NDC do hereby agree as follows: I. SCOPE OF SERVICES The Client acknowledges that NDC regularly performs services for various clients located across the United States. The purpose of this Agreement is to set forth the terms upon which the NDC will provide the Client with assistance it has requested which is generally described as assisting in the development of a variety of affordable housing development projects in Eagle County, CO. NDC agrees to perform such services as are requested from time to time by Client and to provide such services as it deems necessary to accomplish the goals requested. Exhibit A attached hereto fully describes the services to be offered to the Client by NDC. In performing the requested services, NDC shall consult with officers and employees of the Client and shall meet, as appropriate, with such representatives or other entities when necessary, including without limitation State and Federal officials and other local organizations. II. DURATION, TERMINATION NDC agrees to commence work for the Client effective the first date above and shall continue providing technical assistance for the later of twelve months or upon completion of the Tax Credit Development. Either party may, at any time, terminate this Agreement with or without cause by sending written notice to the other party, in which event this Agreement shall be terminated effective 30 days after receipt of such notice. TECHNICAL ASSISTANCE AGREEMENT - Page 1 Eagle County, CO III. COMPENSATION The Client shall compensate NDC for performance of services received hereunder in the total amount of Seventy-Two Thousand Dollars ($72,000.00), payable as follows: A lump sum payment of Twelve-Thousand Dollars ($12,000.00) will be made at the execution of this Agreement. The remaining Sixty-Thousand Dollars ($60,000.00) shall be payable in monthly installments of Six- Thousand Dollars ($6,000.00) per month for Ten months beginning at the allocation of Low Income Housing Tax Credits from the Colorado Housing and Finance Authority for the Golden Eagle Development. No payment in excess of Twelve Thousand Dollars ($12,000.00) would be made if the credits are not allocated to the Golden Eagle Development Project. In addition, NDC Corporate Equity Fund shall have the right of first refusal for equity investment on any project receiving an allocation of Low Income Housing Tax Credits. These amounts include all of NDC'S time, travel expenses, supplies, postage, telephone, and other similar expenses. As an independent contractor, NDC is responsible for all taxes and other benefits of the employees of NDC and nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between the Client and the NDC. Payment by the Client for services rendered under this Technical Assistance Agreement evidences Client's acceptance of such services in accordance with the terms of the Agreement. IV. MISCELLANEOUS PROVISIONS 4.01 Ownership of Material and Documents. All final reports and other materials prepared by NDC for the Client shall be the property of Client, however all work papers and other source materials shall be the property of the NDC. NDC shall deliver such materials to Client in accordance with the terms and conditions of this Agreement. Client shall not, without NDC'S written consent, associate NDC's name with the report\product, if a subsequent change is made in such report\product after submission to Client. 4.02 Right to Audit. NDC shall establish and maintain appropriate procedures which will assure the proper accounting of all funds paid to it under this Agreement. Client or any of their duly authorized representatives shall have access to any books, documents, papers and records of NDC and/or its subcontractors which are directly pertinent to a specific program for the purpose of making an audit, an examination, excerpts and transcriptions. All such books and records shall be retained for such periods oftime as required by law, provided, however, notwithstanding any shorter periods of retention, all books, records and supporting details shall be retained for a period of at least three (3) years after the expiration of the term of this Agreement. 4.03 Confidentiality of Reports. NDC shall keep confidential all reports, information and data given to, prepared or assembled by NDC pursuant to NDC's performance hereunder and Client designates as confidential. Such information shall not be made available to any person, firm, corporation or entity without the prior written consent of Client first obtained. 4.04 Equal Opportunity. NDC shall comply with all provisions of Title VI of the Civil Rights Act of 1964 and of the rules, regulations and relevant order of the Secretary of Labor regarding discrimination. TECHNICAL ASSISTANCE AGREEMENT - Page 2 Eagle County, CO 4.05 Conflicts of Interest. No board member, officer or employee of Client or its designees or agents, and no other public official who exercises any functions or responsibilities with respect to any requested technical assistance, shall be permitted to financially benefit from this Agreement or have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with this Agreement. 4.06 Notices. All notices shall be sent by certified mail, hand-delivery or over night mail and in all events with a written acknowledgment of receipt to the address set forth at the beginning of this Agreement. 4.07 Release of News Information. No news release, including photographs, public announcements or confirmation of same, or any part of the subject matter of this Agreement or any phase of any program hereunder shall be made without prior written approval of both parties. 4.08 Compliance with Laws. NDC agrees to comply with all applicable federal, state and local laws in the conduct of the work hereunder. This Agreement shall be construed, interpreted and the rights of the parties determined, in accordance with the laws of the State where the Client is domiciled. 4.09 AssiQnment. Neither this Agreement nor any rights, duties or obligations described herein may be assigned by either party without the prior expressed written consent of the other party. 4.10 Severability. A determination that any part of this Agreement is invalid shall not invalidate or impair the force of the remainder of this Agreement. 4.11 Dispute Resolution. At the request of either party, any disputes or claims under this Agreement shall be submitted to arbitration in a manner provided under the Commercial Arbitration Rules of the American Arbitration Association then in effect, such arbitration to be conducted before three arbitrators chosen in accordance with the rules of the State where the Client is located and shall be binding on the parties. 4.12 Entire AQreement. This Agreement contains the final Agreement between the parties regarding the matters covered and supersedes any and all other Agreement, either oral in writing, regarding the matters contained herein. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. Eagle County Housing Department Natio~ DEfvelopment Council 17~1......, / i , By: !l/I .1-- / L(By( .... - TECHNICAL ASSISTANCE AGREEMENT - Page 3 Eagle County, CO EAGLE COUNTY, STATE OF BY AND THROUGH ITS BOARD OF COUNTY ATTEST: Commissioners NDC TECHNICAL ASSISTANCE AGREEMENT SCOPE OF SERVICES EXHIBIT A To promDte development within the Community, Eagle County is proposing to undertake a variety of housing development projects throughout the County. NDC will provide technical assistance to the Eagle County Housing Department in reviewing, structuring and financing these projects during pre-development and project development. This Scope of Services describes the assistance available under this Technical Assistance Agreement during the specified contract period. The Client and NDC by mutual agreement, may revise this Scope. The Client will direct NDC's activities and determine which services rendered by NDC and payment by the Client evidences the Client's acceptance Df the assistance provided under this Agreement. The assistance offered includes: 1. NDC will review and evaluate the housing development proposals being considered by the Client. This may include, as directed: < financial review and structuring < review Df 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 pre-development and development < structuring IDan documents and development agreements < advising on program regulation issues 2. NDC will, at the direction of the Client, assist in obtaining HOME, CDBG, L1HTC's and CHFA SmartlHOF Funds, Rural Development Funds and/or Conventional financing. A. NDC will specifically assist in the preparation and submittal of the preliminary, carry forward and final L1HTC application. B. Complete applications for construction loan financing C. Complete applications for permanent financing from the Colorado HDusing and Finance Authority under the SmartlHOF programs and/or conventional sources. 3. NDC will provide technical assistance to the Client in their efforts to seek awards of governmental monies and approval of various programs. TECHNICAL ASSISTANCE AGREEMENT - Page 4 Eagle County, CO Exhibit A Scope of Services Page 2 4. NDC will, at the Client's direction and under certain conditions, provide financing and development assistance through its non-profit development affiliate NDC Housing and Economic Development Corporation (HEDC). HEDC can provide: Equity for IDW income housing tax credit projects through the NDC Corporate Equity Fund, L.P. NDC Corporate Equity fund would be the equity investor in the development contingent on completion of required due diligence. HEDC can act as non-profit sponsor/developerfor certain affordable housing, public purpose and economic development projects. If desired by Eagle County NDC through its subsidiary, HEDC could serve as co-developer with the mutual CDnsent of both parties. 5. The primary project to receive assistance will be the Golden Eagle Development. NDC will be directed by the County as to other priority projects. TECHNICAL ASSISTANCE AGREEMENT - Page 5 Eagle County, CO