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HomeMy WebLinkAboutC06-074 ...."", 7'"'.i" TECHNICAL ASSISTANCE AGREEMENT This Technical Assistance Agreement is made and entered into thisT;:h;'''''~\i ~"f?/2!,'ffy and between the Eagle County, whose address is _ , Eagle, Colorado _ .. __ (hereinafter called "Client") and NATIONAL DEVELOPMENT COUNCIL, a New York non-profit corporation, which is a tax.exemptorganization under Section 501 (c)(3) ofth e 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 seJVices 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 uWizing 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 lor 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 developments in Eagle County. NDC agrees to perform such services as are requested from lime to lime by Client and to provide such seJVicesas it deems necessary to accomplish the goals requested. EXhibitAallaChedheretofully describes the seJVices to be Offered to the Client by NDC. In performing the requested seJVices, NDC shall consult with officers and employees of the Client and shall meet, as appropriate, with such representativesorotherenlitieswhen necessary, including wilhoutlimitation State and Federal officials and other local organizations. fl. DURATION. TERMINATION NDC agrees to commence work for the Client effective the first dale above and Shall continue providing technical assistance for the lateroftwelvem onthsoruponcomplelionoflheTax 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 daysaller receipt of such notice. Ill. COMPENSATION The Client shall compensate NDC for performance of services received hereunder in the total amount of $72,000, payable as follows. A lump sum payment of $ 12,000 at the execution of this agreement. The remaining $ 60,000 shall be payable in monthly installments of $ 6,000 per month for ten months beginning at the allocation 01 low Income Housing Tax Credits from the Colorado Housing and Finance Authority forlhe Goiden Eagle Development. No payment in excess T~CHNlCAL ASSlSTANC~ "'GR~~MENT _ Page 1 of $ 12,000 would be made if the credifs are not allocated to the Golden Eagle development. In addition, NDC Corporate Equity Fund shall have ltle right of first refusal for equity investment on any project receiving an allocation of Low Income Housing TaxCredits. These amounfs include all of NDC's time, travel expenses, supplies, postage, telephone, and other similar expenses. As an independent contractor, NDC is responsible lor all taxes and oltler benefits of the employee sof NDC and nothing contained herein shall be interpreted as creating a relationship 01 servanf, employee, partnership, or agency between the Client and the NDC. Payment by the Client for services rendered under ltlis Technical Assistance Agreement evidences Client's acceptance of such services in accordance wifh the terms of the Agreemenl. IV. MISCELLANEOUS PROVIStONS 4.1 Ownership of Material and Documents. All final reports and other materials prepared by NDC for the Client Shall be the property 01 Client, however all work papers and other source materials Shall be the property of the NDC. NDC shall deliver such materials teClient in accordance with the terms and conditions of this Agreement. Clienf shall not, wifhout NDC's written consent, associate NDC's name with the reportlproduct, if a subsequent change is made in such reportlproduct afler submission 10 Clienf. 4.2 Riahtto Audit. NDC shali establish and maintain appropriate procedures whiCh will assure the proper accounting of ali funds paid to if under this Agreement. Client or any of their duly authorized representatives shall haveaccesstoanybooks,docume nts,papersandreCOrdsolNDC andforitssubcontractorswhicharedireCtiypertinentfoaspecificprogramforltlepurposeofmaking anaudit,anexamination,excerptsandtranscriptions. Ail such books and records shall be retained forsuchperiodsoftimeasrequiredbylaw,provided,however,notwithsfandinganyshorterperiods ofretention,allbooks,recordsandsupportingdetailsshailberetained fora periodofatleastlhree (3}years aflerlhe expiration 01 the term of this Agreemenl. 4.3 Confidentlalltv of Reports. NDC shall keep confidential all reports, information and data given te, prepared or assembled by NDC pursuant fo NDC' s performance hereunder and Client designates as confidential. Such information Shall not be made available to any person, firm, corporation or entily withouf Ihe priorwrillen consent of Client fi rstobtained. 4.4 Eaual OpPortunity. NDC shall comply with ali provisions 01 Titie VI of the Civil RightsActof 1964 and 01 the rules, regulations and relevanf order of the Secretary of Labor regarding discrimination. 4.' Confllcts of Interest. No board member, officer or employee of Client or its designees or agents,andnootherpublicOfficialWhoexerCisesanyfunctionsorresponsibilitieswithrespectto any requested technical assistance, shall be permitted to financi allybenefitlromthisAgreementor have any interest, director indirect, in any contract or subcontra ct,ortheproceedsthereof,lorwork to be performed in connection with Ihis Agreemenl. 4.6 Notices. All notices shall be sent by certified mail, hand.ueliveryor over night mall and in all evenfs with a wrillen acknowledgmenfof receipt to the address se tforth at the beginning Of this Agreement. 4.7 ResPOnsibilitv lor Claims. (a) Ciientagrees to indemnify,saveand hoid harmless the NDC from any and all liabilities and Claims caused byor resulting from activities in furtherance of the TECfiNICALASSISTANCEAGREEMENT_Poge2 work described herein. Client shall reimburse NOC lor any judgments which may be obtained against NOC resulting lrom the work hereunder or the use of any work product of NOC. NOC agrees that such indemnity shall not apply to any actions, claims, or damages arising as a result 01 NOe's gross negligence or intentional misconduct, (b) NOC agrees to imdemnily and hold harmless Client, its agents, employees, or any other person (sjaga inst loss or expense including attorney fees, by reason 01 the liability imposed by law upon Client except in cases 01 Client negligence, lor damage because 01 bodily injury, including death a tanylimeresultingtherelrom, sustained by any consequence 01 this agreement, whether such inju ries to persons or damage to propertyaredueorclaimtobeduetoanypasSivenegligenceoltheClient,itsemployees,oragents or any other person. It is lurther understood and agreed that NOC shall (atthe option of Clie nt} defend Client with appropriate counsel and shali further bear ali costs and expenses, including the expenseofcouncel,inthedefenseofanYSuitarisinghereUnder. 4.8 Release of News Infonnation. No news release, including photographs. pubiic announcements or confirmation of same, or any part of the subject matter of this Agreementor any phase 01 any program hereunder shall be made without prior writlen a pprovalofbofhparties. 4.9 Compliance with laws. NOC agrees to comply with all applicable lederal. 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 w~h the laws of the State where the Client is domiciled. 4.10 Assicmment. Nertherthis Agreement nor any rights. duties or obligations described herein may be assigned by either party without lI1e prior expressed written co nsent of the other party. 4.11 Severabilltv. A determination that anypartofthisAgrooment is invalid shall not invalidate or impair the force of the remainder of this Agreement. 4.12 Dispute Resollltion. At the request of either party, any disputes orciaims under lI1is Agreementshall be submitted to arb~ration in a manner provided under the Commercial Arbitration Aules olthe American Arbitration Association then in ellect, such arbitration lobe conducted before three arbitrators chosen in accordance with the rules Of the Statewh ere Ihe Client is located and shail be binding on the parties. 4.13 Entire Aareement. This Agreement contains lI1e final agreement between the parties regarding the matters covered and supersedes any and all olher agreemen t,eitheroralin Wliting, regarding the matters contained herein. IN WITNESS WHEREOF, the parties have caused this Agreementto be executed as Of the day and year lirst written above. CLIENT: NDC: Eagle County r-, # // NlllioriaTb,eveI9p.qJ?_niCouncil ", .-' I /,: '" " , , dih)fjq ".. /,: ;'" , 1..,/.-', , ".x '/f/,;" 8-,'_..-1,,/;. _~ By:'L,/ ': /'/( Its: (\"'-"-.1""2,,,,"';,_,-, ' Its: Aobel't'W. ! ffiCHNICAL ASSISTANCE AGREEMENT ,Page3 NDC TECHNICAL ASSISTANCE AGREEMENT SCOPE OF SERVICES EXHIBIT A To promote 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 Eagle County 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'liI acceptance of the assistance provided under this Agreement. The assistance offered includes: 1. The primary objective is to provide technical assistance in the development of the Golden Eagle Senior Housing project. NDC will provide Eagle County with the following services on the above reference project. A. NDC will work with project architect to determine the size, scope and unit mix of the proposed development to assure the highest and best use for the site. 8. NDC will assist in structuring financing in an effort to minimize any County subsidies while making every effort to maintain affordable rent for area seniors. C. Prepare an application for an allocation of low Income Housing Tax Credits from the Colorado Housing and Finance Authority. D. Identify potential construction and permanent financing sources for the development. Obtain a letter of interest from polentiallenders for submission in the Low Income Housing Tax Credit application. E. Obtain and equity proposal from the NDC Corporate Equity Fund for submission with the Low Income Housing Tax Credit application. F. Work with a third party market analyst to assure that the proposed financing structure will provide marketable rents to area residents. The above scope of work will be completed as under the initial $ 12,000 covered under the con/rae/document. TECHNICAlASSISTANCEAGIlEEMENT.Page4 1. Upon award of the Low Income HousingTax Credits forthe Golden Eagle development NDC will complete the fOllowing: A. Assist architect with the completion of project design to assure project is designed in accordance with project development budget. B. Obtain permanent and construction financing commitments C, Assist in the formation of necessary legal enlilies to allow for investment by the NDC Corporate Equity Fund. D. Work with Golden Eagle in gathering of due diligence items necessary for equity investment. E. Work with archifect in obtaining confractor bids to assure project is within budget. In addition, NDC will work with the County on the following: 2. NDC will review and evaluate other housing development proposals being considered by the Client. This mayincJude, as directed: , financial review and strueturing , reviewofappraisals,costassumptions,capitatbudgets,operalingstatements,marketing data and other funding commitments , advising on lax credit equity sources, requirements and slructur ing , identifying other funding sources when required < assisting with development issues during pre-development and development < structuring loan documents and developmenl agreements < advising on program regutation issues Exhibit A Scope of Services Page 2 2. NDC will, at the direction of the Client, assist in obtaining HOME, CDBG, LlHTC's and CHFA SmartlHOF Funds, Rural Development Funds and/or Conventional financing. TECHNK,:At. ASSISTANCE AGREEMENT_Pag. 5 A NDC will specifically assist in the preparation and submittal of the preliminary, carry forward and final LIHTC application. B. Complete applications for construction loan financing C. Complete applications for permanent financing from the Colorado Housing and Finance Authority under the Smart/HOF programs and/or conventional sources. 3. NDC will provide technical assistance to the Client in their effolls to seek awards of govemmental monies and approval of various programs. 4. NDC will, at the Cliem's direction and unde, cellain conditions, provide financing and development assistance through its non-profit development affiliate NDC Housing and Economic Development Corporation (HEDC). HEDC can provide: Equity for low income housing lax credit projects through the NDC Corporate Equity Fund, LP. NDC Corpora,e Equity fund would be the equity investor in the developmenl contingent on complcrion of required due diJigence. HEDC can aet as non-profit sponsor/developer for cellain affordable housing, publie purpose and economic development projects. If desired by Eagle County NDC through its subsidiary BEDC could serve as co developer with the mutual consent of both parties. These services will be completed under the balance of the $ 60,000 due 00 I hecontraCL TECIINICALASSISTAP<<:EAGREEMENT_P898e NDC TECHNICAL ASSISTAtVCE AGREEMENT SCOPE OF SERVICES EXHIBIT B TECHNICAlASSISTANCEAClAEEMENT.Page7 I TECHNICAL ASSISTANCE AGREEMENT This Technical Assistance Agreement is made and entered into this ~___. by and between the Eagle County, whose address is _ , Eagle, Colorado (hereinafter called 'Client') and NATIONAL DEVELOPMENT COUNCIL, a New York non.prolil corporallon,which isa tax"8xemptorganizallon under Section 501(C)(3) ot Ihe 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 Clienl to assist it in achieving ~s public goals 01 developing and implementing a housing development program, and WHEREAS, NDC is willing to provide, on such terms and condiliOns as are hereinafter provided, technical assistance to the Client utili~ing its expertise in housing and community devefopmentac~vities. 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 wlll provide the Client wlth assistance it has requested which is generally described as assisting in the development of a variety of affordable housing developments in Eagle County. 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. ExhibitAattachedheretofully describes the services to be offered to the Client by NDC. In performing the requested services, NDC shall COnsult with officers and empfoyees of the Client and shall meet, as appropriate, wlth suCh representatives or other entities when necessary, includingwlth outlimitatiOnStateandFederal 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 montl1s or upon completion of the Tax Credit development. Either party may, at any time, terminate this Agreement with or without cause by sending written notk:e to the other party, in whiCh evenlthis Agreement shall be terminated effective 30 days after receipt of such notice. III. COMPENSATION The Client shall compensate NDC for performance of servk:es received hereunder in the total amount of $72,000, payable as follows. A lump sum payment of $ 12,000 at the execution of this agreement. The remaining $ 60,000 shall be payable in mOnthly installments 01 $ 6,000 per month for ten months beginning at the allocation of Low Income Housing Tax Credits from the Colorado Housingand Finance AuthoritylortheGoklen Eagle Devefopment. No payment in excess nCHNlcALASsfSTANCeAGReeM8NT,P8go1 of$12,OOOwouldbemadeifltlecreditsarenotaliocatedtotheGoidenEagledevelopment. In addition, NOC Corporate Equity Fund shall have the right ot first refusal for equity investment on any project receiving an ailocation of Low Income Housing Tax Cred~s, These amounts include a~ of NOC's time, travel expenses, supplies, postage, telephone, and oltler similar expenses. As an independent contractor, NOCis responsible for ali taxes and other benefits of the employees of NOC and nothing contained herein shall be interpreted as creating a relationship of selVant, employee, partnership, or agency between the Client and the NDC. Payment by ltle Client for services rendered under ltlis Technical Assistance Agreement evidences Client's acceptance of such services in accordance w~h the terms of the Agreement IV. MISCELLANEOUS PROVISIONS 4.1 Ownershln of Material and Documents. Aillinal reports and other materials prepared by NOC 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 w~h the terms and conditions of this Agreement. Client shall not, without NDC's written consent, associate NDC's name with the reportlproduct, if a subsequent change is made in such report\product after submission 10 Client. 4.' RiQht to Al,Idlt. NDC shall establish and maintain appropriate procedures which will assure the proper accounting olaillunds paid to it urFderthis Agreement. Client or any ol fheir duly authoriZedrepresentativeSShailhaveaccessfoanybooks,documents,papersandrecordsolNDC andJoritssubcontraclorswhicharedirectlypertinenttoaSpe<:ificprogramforltlepurposeofmaking anaudit,anexaminafion, excerpts and transcriptions. All such books and records shall be retained for such periodSOltimeas required by law, provided,however, notwith standing any shorter periods of retention, all books,recordsand sUPPorlingdetails shall be retai ned fora period 01 at least three (3) years afterlhe expiration oflheterm of Ihis Agreement. 4.' Confidentiality of ReDort$. NDC Shall keep conlidential all reports, information and data given to, prepared or assembled by NDC pursuant to NDC' s performance hereunder and Client designatesasconlidentiaL SuCh information shall not be made available to any person, firm, corporation or entilywithout Ihe prior written consent 01 Client fir stootained. 4.4 Equal OPlJorlunitv. NDC shall comply with all provisions 01 Tille VI of the Civil Rights Actol 1964 and 01 the rules, regulations and reievant order of the Secretary 01 labor regarding discrimination. 4.' Conflicts of Interest. No board member, officer or employee of Client or its designees or agents, and no other public official WhO exercises anylunctionsor responsibimieswithrespectto any requested Iel:;hnical assistance, shall be permilled 10 tinancially benefitlrom this Agreementor haveanyinterest,directorindirect,inanycontractorsubcontract,ortheproceedsthereol,forwork to be performed in connection with this Agreement. 4.6 Notices. All notices shall be sent bycertilied mail, hand-delivery Drover night mail and in all events with a written acknowledgment of receipt to the address sel forth at the beginning of this Agreement. 4.7 Resoonsiblllty for Claims. (a) Client agrees to indemnify,save and hold harmless the NDC from any and all liabilities and Claims caused by or resuiling from activities in furtherance of the TECHNICAlASSISTANC~AGAEEMENT.P.g.2 work described herein. Client shall reimburse NDC for any judgments wI1ich may be obtained against NDC resulting lrom the work hereunder or lhe use of any work product of NDC. NDC agrees Ihat such indemnityshail not appiy to any actions, claims, 0 rdamages arising as a result of NDC's gross negligence or intentionai misconduct. (b) NDC agrees to imdemnily and hold harmlessCiient, its agents, employees, or any other person (s) aga inst loss or expense including attorney fees, by reason of the liability imposed by law upon Cllenl except in cases ot Client negligence, for damage because 01 bodily injury, including death a t any time resulting therefrom, sustainedbyanyconsequenceofthisagreement,whetherSuchinjuries fo persons or damage to propertyaredueorclaimfobeduetoanypaSSivenegligenceolfheCIient,itsemployees,oragents or any other person. If is further understood and agreed that NDC shall (atfhe oplion of Ciient } delendClientwithappropriate counsel and shall further bear ali c ostsandexpenses,includinglhe expenseofcouncel,inthedefenseofanysuilarisinghereunder. 4.8 Release of News Informl;!tfon. No news release, including photographs, public announcements orcontirmation of same, or any part ollhe subject matterolthis Agreementor any phase ot any program hereundershalJ 00 made wilhoul prior written ap proval of both parties. 4.' ComDliance with Laws. NDC agrees to comply with all applicable federal, state and local laws in the conduct of Ihe work hereunder. This Agreemenl shall be construed, interpreted and the rights of the parties determined, in accordance with the laws of the Stale where the Client is domiciled. 4.10 Assianment. Neither Ihis Agreement nor any rights, duties or obligations described herein may be assigned by either party withoul the prior expressed written con sent of the other party. 4.11 SeverabUltv. A determination that any part of this Agreement is invalid shall nolinvalidateor impair the force Of the remainder of lhis Agreement. 4.12 DisDU~ 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 olthe American Arbitration Association then in effect, such arbitration 10 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, 4.13 Entire Aareement. This Agreement contains the final agreement between the parties regarding the matters covered and supersedes any and ali other agree ment,eitheroralinwriting, regarding Ihe matlerscontained herein. IN WITNESS WHEREOF, the parties have caused this Agreement 10 be executed as of the day and year first written above. CLIENT: NDC: EagieCounty NaUonaiDevelopmentCouncii By: Its: Its: RobertW.Davenport,President TECHNICAL ASSISTANCE AGREEMENT. Page a NDC TECHNICAL ASSISTANCE AGREEMENT SCOPE OF SERVICES EXHIBIT A To promote development within the Community, Eagle County is proposing to undertake a variety of housing deveiopment projects throughout the County. NDC will provide technical assistance to Eagle County in reviewing, structuring and financing these projects during pre-development and project development. This Scope 01 SeNices 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 seNices rendered by NDC and payment by the Client evidences the Client's acceptance of the assistance provided under this Agreement. The assistance offered includes: 1. The primary objective is to provide technical assistance in the development of the Golden Eagle Senior Housing project. NDC wiIJ provide Eagle County with the following selVices on the abOve reference project. A. NDC will work with project architect to determine the size, scope and unit mix of the proposed development to assure the highest and best use for the site. 8. NDC will assist in structuring financing in an effort to minimize any County subsidies while making every effort to maintain affordable rent for area seniors. C. Prepare an application for an allocation of low Income Housing Tax Credits from the Colorado Housing and Finance Authority. D. Identify potential construction and permanent finanCing sources for the development. Obtain a letter of interest from potential lenders for submission in the low Income Housing Tax Credit application. E. Obtain and equity proposal from the NDC Corporate Equity Fund for submission with the low Income Housing Tax Credit application. F. Work with a third party market analyst to assure that the proposed finanCing structure will provide marketable rents 10 area residents. The above scope of work will be completed as under the initial $ 12,000 covered under the contract document. TECIiNICAlASSISTANCEAGREEMENY.Pog<l4 1. Upon award of the Low Income HousingTax Credits for the Goiden Eagle development NDC will complete the following: A. Assist architect with the completion of project design to assure project is designed in accordance with project development budget. 8. Obtain permanent and construction financing commitments C. Assist in the formation of necessary legal entities to allow for investment by the NDC Corporate Equity Fund. D. Work with Golden Eagle in gathering of due diligence items necessary for equity investment. E. Work with architect in obtaining contractor bids to assure project is within budget. In addition, NDC will work with the County on the following: 2. NDC will review and evaluate other housing development proposals being considered by the Client. This may indude, as directed: < financial review and struCluring < review of appraisals, cost assumptions, capital budgets, opera tingstatements, marketing data and other funding commitments < advising on tax credit equity sources, requirements andstructurin g < identifying other funding sources when required < assisting with developmem issues during pre-development and development < strucmring loan documents and developmem agreements < advising on progrJrn regulation issues Exhibit A Scope of Services Page 2 2. NDC will, at the direction of the Client, assist in obtaining HOME, CDBG, LIHTC's and CHFA SmartlHOF Funds. Rural Development Funds and/or Conventional financing. TECflNICAlASSISTA,NCEAGIlEEMENT.P.g.a A. NDC will specifically assist in the preparation and submittal of the preliminary, catTy forward and final LIHTC application, B. Completeapplkationsforconstructionloanfinancing C. Complete applicalions for pellOanent financing from the Colorado Housing and Finance AUlhority under the Smart/HOF programs and/or conventional sources. 3. NDC will provide lechnical assistance to the Client in their efforts to seek awards of governmental monies and approval of various programs. 4. NDC will, at the Client's direction and under certain conditions, provide financing and development assistance lhrough its non-profit development affiliate NDC Housing and Economic Development Corporation (HEDC). HEDC can provide: Equity for low income housing lax credit projects through the NDC Corporate Equity Fund,L.P. NDC Corporate Equity fund would be the equity investor in the development comingent on completion of required due diligence. HEDCcanactasnon"profitsponsOlldeveloperforcertainaffordablehou,ing,public purpose and economic development projects. If desired by Eagle County NDC through its subsidiary HEDC could serve a.~ co developer with the mmual consent of both parties. These services will becompleled under the balance of the $ 60,000 due on th econtmCl. reCIlNtCALASSISTANCEAGREEMENT_PS5l"6 NDC TECHNICAl, ASSISTANCE AGIU:EMENT SCOPE OF SERVlCES EXHIBIT B TECHNICALASSISTANCEAGREEMENT_Page7