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HomeMy WebLinkAbout5561 f 1 RESOLUTION NO. 5561 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTIVE DIRECTOR OF 3 THE ECONOMIC DEVELOPMENT AGENCY TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH THE NATIONAL DEVELOPMENT COUNCIL. 4 5 BE IT RESOLVED, DETERMINED AND ORDERED BY THE COMMUNITY 6 DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The Executive Director of the Economic Development Agency is hereby 8 authorized to execute an Agreement for Professional Services with the National Development 9 Council, a copy of which is attached hereto and marked as Exhibit "A" and incorporated herein by 10 reference as fully as though set forth at length. 11 SECTION 2. The authorization to execute the above-referenced agreement is rescinded 12 if the parties to the agreement fail to execute it and return it to the Office of the City Clerk within 13 sixty (60) days following the effective date. 14 1// 15 1// 16 1// 17 1// 18 1// 19 /1/ 20 /1/ 21 1// 22 1// 23 1// 24 1// 25 /1/ 26 1// 27 1// 28 1// HTC:ea[ProfSvcA.Res] 1 5561 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTIVE DIRECTOR OF THE 2 ECONOMIC DEVELOPMENT AGENCY TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH THE NATIONAL DEVELOPMENT COUNCIL. 3 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 5 Development Commission of the City of San Bernardino at a joint regular meeting 6 thereof, held on the 21st day of December , 1998, by the following vote, to wit: 7 COMMISSION MEMBERS: AYES NAYS ABSTAIN ABSENT 8 ESTRADA 9 LIEN 10 VACANT - 3rd Ward 11 SCHNETZ 12 DEVLIN 13 ANDERSON 14 MILLER 15 16 17 x x x x x x -/' -L " " 18 The foregoing Resolution is hereby approved this "~ , 1998. 19 20 21 V ALLES, Chairperson Com nity Development Commission of the City of San Bernardino 5561 '.,' "',' / vI! 1 W("l/ AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 1 st day of August 1998, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, a public agency, hereinafter called "Agency," and THE NATIONAL DEVELOPMENT COUNCIL, INC., a not-for-profit corporation, organized and existing under the laws of the State of New York, hereinafter called "Consultant." RECITAL 1. Purpose The purpose of this Agreement is to provide on-going professional staff support for Agency activities in the form of training, program advocacy at all governmental levels and within the private sector, financial analysis, technical advice and assistance, and representation at designated meetings concerning Agency business. TERMS AND CONDITIONS 2. Mission Agency hereby retains Consultant in the capacity as Consultant for provision of services described in Attached 1. Consultant hereby accepts such responsibility as described herein. 3. Terms This Agreement shall commence as of the day and year first above shown and shall remain in full force and effect for a period of twelve (12) months unless sooner terminated as provided herein. 4. Consultant Responsibilities Upon the request of the Executive Director or designee, Consultant shall carry out the scope of services described in Attachment 1. 5. Release of News Information No news release, including photographs, public announcements or confirmation of same, of any part of the subject matter of this Agreement or any phase of any program related to this agreement shall be made without prior written approval of Agency's Executive Director or designee. 5561 6. Confidentiality of Reports NDC shall keep confidential all reports, information and data received, prepared or assembled pursuant to performance hereunder and that Agency designates as confidential. Such information shall not be made available to any person, firm, corporation or entity without the prior written consent of Agency. 7. Compensation During the term of this Agreement, Agency shall pay Consultant, for each work component the fixed, not to exceed, fee of Fifty thousand dollars ($50,000) which sum shall constitute full and complete compensation for Contractor's services hereunder. Such sum shall be paid, subject to receipt of a requisition for payment from Contractor, at a frequency of Four-Thousand-One-Hundred-Sixty- Six dollars and 66 cents ($4,166.66) per month payable at the end of each month. 8. Independent Contractor Consultant shall perform the services as contained herein as an independent contractor and shall not be considered as employee of Agency or under Agency supervision or control. This Agreement is by and between Consultant and Agency, and is not intended, and shall not be construed to, create the relationship of agent servant, employee, partnership, joint venture, or association, between Agency and Consultant. 9. Conflict of Interest Consultant agrees for the term of this agreement not to enter into any agreement that will inure to the detriment of the City of San Bernardino or its Economic Development Agency. 10. Indemnification Consultant agrees to indemnify, defend (upon request by Agency) and hold harmless the Agency, its agents, officers and employees from and against any and all liability, expense including, but not limited to, bodily injury, death, personal injury pr property damage arising from or connected with Consultant's operations, or its services hereunder, including any workers' compensation suit, liability or expense, arising from or connected with the services performed by or on behalf of Consultant pursuant to this Agreement. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the Agency shall be considered as "attorney's fees" for the purposes of this paragraph. 5561 11. Insurance Without limiting Consultant's indemnification of Agency, Consultant shall provide and maintain at its own expense during the term of this Agreement the following program(s) of insurance covering its operation hereunder. Such insurance shall be provided by insurer(s) satisfactory to Agency and evidence of such programs satisfactory to Agency shall be delivered to the Executive Director of the Agency or his designee within ten (10) days of the effective date of this Agreement. General Liabilitv: A program including, but not limited to, comprehensive general liability with a combined single limit of not less than one million dollars ($1,000,000.00) per occurrence. Such insurance shall be primary to and not contributing with any other insurance maintained by the Agency, and shall name the Agency as an additional insured. Such insurance shall require that Agency be notified at least ten (10) days in advance of any change or cancellation of said insurance. 12. Successor and Assiqnment The services as contained herein are to be rendered by Consultant whose name is as appears first above written and said Consultant shall not assign or transfer any interest in this Agreement without the prior written consent of Agency. 13. Compliance with Laws The parties agree to be bound by applicable federal, state and local laws, regulations and directives as they pertain to the performance of this Agreement. 14. Severability In the event that any provision herein contained is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this agreement and shall in no way affect, impair or invalidate any other provision contained herein. If any such provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law. 15. Interpretation No provision of this Agreement is to be interpreted for or against either party because that party or that party's legal representative drafted such provision, and this Agreement is to be construed as if it were drafted by both parties hereto. 5561 16. Prior Aqreements This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the retention of Consultant by Agency and contains all the covenants and agreements with respect to such retention. 17. Waiver No breach of any provision hereof can be waived unless in writing. Waiver of any one breach of any provision shall not be deemed to be a waiver of any other breach of the same or any other provision hereof. 18. Termination This Agreement may be terminated by either party upon thirty (30) days written notice. In the event of termination, the fee payable to Contractor will be prorated for the portion of the thirty (30) day period completed; and Agency shall have no further payment obligation. 19. Notice Notices, herein shall be presented in person or by certified or registered U.S. Mail, as follows: To Consultant: Scott Rodde, Director National Development Council 1500 3rd Street, Suite C Napa, CA 94558 To Agency: Executive Director, Development Department Economic Development Agency of the City of San Bernardino 201 North "E" Street, Third Floor San Bernardino, CA 92401-1507 Nothing in this paragraph shall be constructed to prevent the giving of notice by personal service. 5561 20. Entire Agreement This Agreement with attachments constitutes the entire understanding and agreement of the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above shown. THE NATIONAL DEVELOPMENT COUNCil, INC. /?-- By: THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF SAN B NARDINO By: 5561 Attachment 1 SCOPE OF SERVICES The duties and responsibilities of the Consultant shall include but not be limited to the following: 1. Provide assistance to promote industrial development. 2. Provide assistance with Agency projects as directed. 3. Assist in the provision of community development float financing. 4. Assist in the securing of Small Business Administration Section 504 and 7(a) financing. 5. Assist in the provision of HUD 108 financing. 6. Provide technical support, financially analyze and/or package Small Business Revolving Loan Program proposals as periodically referred by staff. 7. Provide technical assistance and advocacy in Agency efforts to seek awards of a governmental monies and approval of various programs.