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HomeMy WebLinkAbout1983-04-11 83-140 ORDER83-140 Introduced by Councilor Jordan, April 11, 1983 CITY OF BANGOR (TITLE) NI INT A th izing.E cution of an Agrees nt with. the National Devel pment'CounC11 By Now cum Cae;mtd of go CUP ofBanyor: ORDERED, TEAT WHEREAS, it is in the best interests of the City of Bangor to stabilize and improve the economic vitality of downtown Bangor by fostering the disposition of publicly owned development parcels for approved uses and the encouragement of private investment in the down- town area, and WHEREAS, the achievement of such goals can be facilitated by engaging the services of the National Development Council to provide assistance in connection with the implementation of: (1) the City of Bangor Community Development Downtown Revitalization Program, (2) facade rehabilitation program, and (3) a downtown management organization; and WHEREAS, as a demonstration of private interest and support, the private sector has made commitments to fund one half of the coat of said services, NOW, THEREFORE, HE IT ORDERED BY THE CITY COUNCIL OF THE CITY OF BANGOR THAT the City Manager is hereby authorized, on behalf of the City of Bangor, to execute the "Consulting Agreement Between The City of Bangor, Maine, The Bangor Center Development Corporation And The National Development Council", a copy of which is on file in the Office of the City Clerk. Provided, however, that said authorization is conditioned upon the receipt by the City of Bangor of Twelve Thousand Dollars ($12,000.D0) in private donations prior to the execution of said Agreement and anadditional Twelve Thousand Dollars ($12,000.00) n private donations within srx months from the effective date of said v Agreement. In the event chat the City of Bangor does not receive the additional donations within said six month period, the City Manager is hereby authorized and directed to terminate said Agreement. BE IT FURTHER ORDERED BY THE CITY COUNCIL OF THE CITY OF BANGOR THAT the City Manager is hereby authorized, on behalf ofthe City of Bangor, to accept private donations and deposit the same in the Reserve For Downtown Development Account (Account No. 92-2239); BE IT FORMER ORDERED BY THE CITY COUNCIL OF THE CITY OF BANGOR THAT the City Nanager is hereby authorized to expend anot to exceed Forty -Eight Thousand Dollars ($48,000.00) from said Reserve Account for payment for services rendered by the National Development Council pursuant to the terms of the Agreement. STATEMRNT OF FACT: The City of Bangor's share of the payments due under the Agreement (up to a sum not to exceed $24,000.00) will be funded with monies reimbursed to the City for completion of the %enduskeag Stream Urban Renewal Project. In City Council April. 11,1983 Passed Vote 8 Yes 1 No Voting Yes Hrown: Coz, Davls,FTankel, JOraan,Son ,Weymouth',Willry Voting NO Gess er C' y k 83-140 ORDER Title, AathoM ��s e11��iy�'xeeution of an agresmwt '�� ....................... . ..l:, 91 rdth the National Development Council cil ...................................... CI'.. In0 awed and a a ty ......... .. }q.�.... •..• / ../ / Counei CONSULTING AGREEMENT BETWEEN THE CITY OF BANGOR, MAINE THE BANGOR CENTER DEVELOPMENT CORPORATION AND THE NATIONAL DEVELOPMENT COUNCIL TRIS CONSULTING AGREEMENT ("Agreement") is made a6 0£ 1983, between the CITY OF BANGOR, MAINE ("City")and THE BANGOR CENTER DEVELOPMENT CORPORATION ("ECDC") (City and BCDC herein together referred t0 as "Client"), and the NATIONAL DEVELOPMENT COUNCIL, having its principal office at 1025 Connecticut Avenue, N.W., Suite 404, Washington, D.C. 20036 ("NDC"). I. PRELIMINARY STATEMENT The City and SLOG desire to engage NDC t0 render certain technical assistance in connection with implementing the CITY OF BANGOR COMMUNITY DEVELOPMENT DOWNTOWN REVITALIZATION PROGRAM adopted by the City Council of the City of Bangor on October 13, 1982 to include (1) project financing, (2) a facade rehabilitation program and (3) a downtown management organization . NDC is willing to render such assistance upon the terms and conditions set forth in this Agreement. II. AGREEMENT OF THE PARTIES Based on the above recited statement and in consideration of the mutual understandings and agreements as hereinafter set forth, the parties contractually agree to be bound in accordance with the following items. - III. SCOPE OF SERVICES L 1. Flnanciny/DeyelOpllent a. NDC willexpand the business downtown developmental effort by identifying and packaging financing for small, medium-sized, and large investment projects through- out the City. NBC will assist in the aggressive marketing of available below market rate financing, tax incentives, and technical assistance, along with skillful 'packaging' of available private financing to _ induce the expansion of businesses, rehabilitation of properties, and recruitment of new businesses. NBC's initial emphasis will be on assistance to existing merchants and property owners. b. . NBC will provide assistance to local staff, businesses and developers in the Bangor community for downtown revitalization projects that can be assisted using both private financing and government programs such as MAG, CDBG interim financing, CDBG subordinate financing, 503 or other SBA financing, tax exempt financing, tax shelter syndications, and other sources of capital. In addition, NDC will offer assistance on GBAG, CDBG, tax shelter syndication and/or other financing assistance on "People Generating Projects" to be .planned and implemented in downtown Bangor. -. C. Client's representatives will be eligible for a reduced rate at NBC's economic development financing training programa including four S -day sessions on Introduction to Economic Development Financing, Business Credit Analysis, Real Estate Financing, and Advanced Deal Structuring and include 3 -day sessions on com- mercial revitalization and the SBA Section 503 program. d. NDC, representatives will make regular visits to Bangor for assistance with projects and will be available as needed to provide assistance in the Maine, New Hampshire, Boston, and Washington offices of the relevant federal agencies. e.. NDC will coordinate with client's representatives, including the BCDC Finance Committee,. city staff, the Eastern Maine Development Corporationandothers between visits by mail and telephone to assure timely assistance to projects as needed. f. NDC representatives will assist Bangor staff in the _ aggressive marketing of available financing incentives throughout the Bangor community including meetings with bankers, brokers, lawyers, accountants, traitors, government officials, and others to explain the available programs and encourage investment projects. g. NDC will assist the City in obtaining revenues from special projects including MAN fees and repayments, CDBG program income, and other sources. 2. Facade Rehabilitation Program NDC will assist Clientinthe implementation of a facade rehabilitation program for the Downtown Revitalization Project Area including: a. implementation of the Bangor Center Revitalization Area Ordinance; b. preparation and implementation of a facade rehabilitation 4 financial assistance program; c. provision of recommendations on architectural assistance and financing assistance to merchants and property owners; d, implementation of a public information effort. NDC will meet with.property Owners and other businesses to explain the facade rehabilitation program; and a. preparation and implementation of a design review and enforcement process, building inspection procedures, building cost estimate procedures, architectural and. financial assistance program, and other aspects of the facade 'rehabilitation program. 3. Downtown Management NEC will assist in the planning and implementation of an independently funded downtown management organization to include: a. NDC will provide background information on other manage- ment organizations funded by assessment districts including Lewiston and/Or Others in New England such as Burlington, Vermont; Syracuse, New York; etc., with summary descriptions, type of organization, local ordinances, budget, staffing, and other information. In. NBC will coordinate with the City, BCBC, Chamber representatives and others involved with the Bangor Center project. Also, NBC will meet individually with the financial institutions and other larger property owre re, City Council members and others to explain downtown - management needs and the merits of special assessment districts. 5 C. NDC will prepare summary materials about downtown assessment districts including projected budgets at several potential annual funding levels - showing revenues on a monthly and annual basis for selected typical downtown buildings and potential budget outlays for staff, promotion, business development, etc. d. NDC will assist in preparing a management program for the first year of operation including special events, promotions, business development, special management, etc. 4. Goals a. Financing/Development - The goals under Section II1. 1. above are the successful completion of 3 to 4 medium to .large sized projects and 5 t 6 smaller facade rehabilitation projects. b. Facade Rehabilitation Program - The goals under Section III. 2. above are the passage of an acceptable facade ordinance, considerable understanding and acceptance. of the ordinance by those affected in the Downtown Revitalization Project Area, and acceleration of compliance with the facade rehabilitation effort. C. Downtown Management - The goals under Section III. 3. above are the completion of a downtown management organization with a consensus developed amongst the property owners, legislation approval, funding provided, and a downtown management program underway. 11 IV. NDC WORK TEAM The services provided under the terms of this Agreement will be performed by members of the professional staff of NDC. John Sower, NDC Washington Director, will be responsible for the services to be provided with support and assistance from other members of the NDC staff specializing in organizing, project financing, commercial revitalization, public relations, promotion, federal coordination and program research to include Ralph Nadine in Maine and Diane " Mwanyoha in Boston V. COMPENSATION As compensation for the services to be performed by NDC hereunder, the Client will pay to NDC the amount of Four Thousand Dollars ($4,000) per month which shall constitute full and complete compensation. Such am will be .paid subject to receipt by the Client of a requisition for payment from NBC specifying that NDC has performed the work under this Agreement in conformance with the Agreement, and that NDC i entitled to the amount requisitioned under the terms of this Agreement. It is expressly agreed and understood that in no event will the total compensation to NDC hereunder exceed the maximum sum of Forty-eight Thousand Dollars ($48,000) for all of the services provided. I VI. TIME OF PERFORMANCE Performance of the services described herein shall commence as of the date of full execution and delivery by the parties of this Agreement and shall continue for the following twelve (12) months (herein "Term"). This Agreement may be terminated by any party for any reason, upon written notice to the other parties hereto, effective upon receipt unless otherwise specified. In the event of an early termination, Client shall pay NDC for those sums due, on a per rata basis, through the date of termination. VII. INDEMNIFICATION NDC shall indemnify and hold the Clients and their designated representatives and employees harmless from and against all costs, fees, expenses (including reasonable attorneys' fees and expenses), obligations, damages, liabilities, claims, judgments and the like arising out of the performance of the services contemplated hereunder, other than in regard to NDC's professional judgments, analyses and reports andexcept to the extent any of the foregoing arises out of (i) an act or omission solely of the Clients or their designated representatives or employees, Iii) an error in any information, data, records, materials or similar items provided to NDC which is not apparent in the exercise of reasonable judgment and review, or (iii) an error in any public records obtained and relied on by MDC which is not apparent in the exercise of reasonable judgment and review. M VIII. NON-DISCRIMINATION WC shall not discriminate against any person employed in the performance of the services herein contemplated, or against any applicant for such employment or in the manner in which the services herein set forth are accomplished, because of race, religion, color, sex, physical handicap, age or national origin. NDC shall insert a similar non-discrimination provision in any agreement entered into . by it in connection with this Agreement. NDC further agrees to comply with any and all equal employment opportunity and non-discrimination or similar type laws, rules_ and regulations as in the context of this Agreement shall be applicable and may, during the Term of this Agreement, be binding on Client. IT. CONFIDENTIALITY Except as is necessary for the staff of NDC to perform the services contemplated herein, all reports and recommendations prepared hereunder and all information, data, records, materials and similar items provided to or .obtained by NDC, other than matters of public record, shall remain. confidential and shall not be transmitted to any person or entity other than the Client and its designated representatives and agents. Upon such transmittal, NDC shall have no further responsibility or liability in respect to the dissemination of the foregoing by Client and its agents and representatives, but shall itself remain bound by this provision. X. CONFLICT OF INTEREST If any work or services currently being performed by NOC on other projects, or any work or services to be performed by NDC on future projects, conflicts, directly or indirectly, with any pro- 9 vision of this Agreement. NDC shall notify the Client of such conflict immediately upon obtaining knowledge thereof.- NDC shall not be,precluded from entering into independent consulting contracts with third parties relative to redevelopment activities within downtown Bangor provided that said contracts or the services to be provided thereunder are not in conflict with the provision of services by NDC to the Client under the terms of this Agreement. NDC shall give Client written notice of said contracts. %I. NOTICES Any notice whicheither party desires or is required to give to the* other in connection with this Agreement shall be in writing and shall be sent postage prepaid, certified mail, return receipt requested, as follows: If to Client: John W. Flynn, City Manager City Hall 73 Harlow Street Bangor, Maine 04401 - and Douglas H. Brown, President Bangor Center Development Corporation c/o Merle F. Goff The Bangor Center Project 117 Broadway Bangor, Maine 04401 I£ to NDC: The National Development Council 1025 Connecticut Avenue, N.W. Suite 404 Washington, D.C. 20036 Attn: John Sower, Director 10 XII. MERGER, AMENDMENT AND ASSIGNABILITY This Agreement represents the entire agreement of the parties and supersedes all prior negotiations, representations or agreements, written or oral, ail of which are deemed merged herein. This Agreement may not be amended except in writing signed by the Client and NDC. This Agreement may not be assigned by either party without the Prior written consent of the other party. %III. GOVERNING LAW This Agreement shall be construed in accordance with She Law, of the State of Maine. Any disputes arising out of or in the course of this Agreement which are not resolved by mutual agreement of the parties hereto shall be resolved by litigation in the Maine Superior Court for Penobscot County. IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the day and year first above written. WITNESS: THE CITY OF BANGOR, MAINE WITNESS: 46 OWN B Ci— ty Manager THE BANGOR CENTER DEVELOPMENT CORPORATION Dv e resiaenc 141E ATIONAL pEVELOPMENT COUNCIL C% of Pultgu, Mair DEPARTMENT Of PLAN N ING and COMM LAN I TY OEVELOPIA EMT Care MY 2 1983 Rodney G. McKay Director Morn To: Bees McKenna, City Clerk 9bjacn Contract - national Devr1ome¢t Council Attached for your -records is an original daplicete of the Consulting Agreement between the City of Bangor, the Bangor Center Development Corporation, and the Natioml Development Council dated April 21, 1983. The Agreement ares approved by Council orier 63-140 passed April an 1983. mm/rp Attachment; AS CONSULTING AGREEMENT BETWEEN THE CITY OF BANGOR, MAINE THE BANGOR CENTER DEVELOPMENT CORPORATION AM THE NATIONAL DEVELOPMENT COUNCIL THIS CONSULTING AGREEMENT ("Agreement") is made as of 1983, between the CITY OF BANGOR, MAINE ("City")and THE BAN60R CENTER' BEVBLOPMENT CORPORATION ("BCDC") (City and BCDC herein together referred t0 as "Client"), and the NATIONAL DEVELOPMENT COUNCIL, having its principal office at 102S. -Connecticut Avenue, N.W., Suite 409, Washington, D.C. 20036 ("NDN'). I. PRELIMINARY STATEMENT _ The City and BCDC desire to engage NDC to render certain technical assistance in connection with implementing ,.the CITY OF BANGOR COMMUNITY DEVELOPMENT DOWNTOWN REVITALIZATION PROGRAM adopted by the City Council of the City of Bangor on October 13, 1982 to include (1) project financing, (2) a facade rehabilitation program and (3) a downtown management organization . NEC is willing to render such assistance upon the terms and conditions set forth in this Agreement. II. AGREEMENT OF THE PARTIES Based on the above recited statement and in consideration of the mutual understandings and agreements as hereinafter set forth, the parties contractually agree to be bound in accordance with the following items. 2; III. SCOPE OF SERVICES 1. Financing/Development a. NDC will expand the business downtown developmental effort'. by _identifying and packaging financing for small, medium-sized, and large investment projects through- out the City. NDC will assist in the aggressive marketing of available below market rate financing, tax incentives, and technical assistance, along with skillful "packaging' of available private financ:ing'to induce the expansion of businesses, rehabilitation of properties, and recruitment of new businesses. NDC's initial emphasis will be to assistance to existing merchants and property owners. b. NDC will provide assistance to local staff, businesses and developers in the Bangor community for downtown revitalization projects that can be assisted using both privatefinancingand government programs such as BOAG, CDBG interim financing, CDBG subordinate financing, 503 or other SBA :financing, tax exempt financing, tax shelter syndications, and other sources of capital. In addition, NDC will offer assistance on MAG, MBG, tax shelter syndication. and/or other financing assistance on "People Generating Projects" to be planned and implemented in downtown Bangor. C. Client's representatives will be eligible for a reduced rate at NDC's economic development financing training programs including four 5 -day sessions on �4htroduction to Economic Development Financing, Busies as S) Credit Analysis, Real Estate Financing, and Advanced Deal Structuring and include 3 -day sessions on com- mercial revitalization and the SBA Section 503 program. d. NDC representatives will make regular visits to Bangor for assistance with projects and will be available as needed to provide assistance in the Maine, New Hampshire, Boston, and Washington offices of the relevant federal agencies. e. NDC will coordinate with Client's representatives, including the BCDC Finance Committee, city staff, the Eastern Maine Development Corporation and others between visits by mail and telephone to assure timely assistance to projects as needed. f. NDC representatives will assist Bangor staff in the aggressive marketing of available financing incentives throughout the Bangor community including meetings with bankers, brokers, lawyers, accountants, realtors, goverment officials, and others to explain the available programs and encourage investment projects. g. NDC will assist the City in obtaining revenues from special projects including DDAG fees and repayments, COBS program income, and other sources. 2% Facade Rehabilitation Program NDC will assist Client in the implementation of a facade rehabilitation program for the Downtown Revitalization Project Area Including: a. implementation of the Bangor Center Revitalization Area ordinance; b. preparation and implementation of afacade rehabilitation 4e financial assistance program; C. provision of recommendations on architectural assistance .and financing assistance to merchants and property owners; d, implementation of a public information effort. NDC will meet with property owners and other businesses to explain the facade rehabilitation program; and - e, preparation and implementation of a design review and enforcement process, building inspection procedures, building cost estimate procedures, architectural and financial assistance program, and other aspects of. the facade rehabilitation program. 3. Downtown Management NEC will assist in theplanning and implementation of an independently funded downtown management organization to include: a. NDC will provide background information on other manage- ment organizations funded by assessment districts including Lewiston and/or others in New England such as Burlington, Vermont; Syracuse, New York; etc., with summary descriptions, type of organization, local ordinances, budget, staffing, and other information. b. NEC will coordinate with the City, BCDC,.Chamber representatives and others involved with the .Bangor Center project. Also, NDC will meet individually with the financial institutions and other larger property owns ra, City Council members and others to explain downtown management needs and the merits of special assessment districts. 5 c. NDC will prepare summary materials about downtown assessment districts including projected budgets at several potential annual funding levels - showing revenues on a monthly and annual basis for selected typical downtown buildings and potential budget outlays for staff, promotion, business development, etc. d. NDC will assist in preparing a management program for the first year of operation including special events, promotions, business development, special management, etc. 4. Goals a. Financing/Development - The goals under Section III. 1,. above are the successful completion of 3 to 4 medium to large sized projects and 5 to 6 smaller facade rehabilitation projects. b. Facade Rehabilitation Program - The goals under Section III. 2. above are the passage of an acceptable facade ordinance, considerable understanding and acceptance of the ordinance by those affected in the Downtown Revitalization Project area, and acceleration of compliance with the facade rehabilitation effort. C. Downtown Management - The goals under Section III. 3j. above are the completion of a downtown management organization with a consensus developed amongst the property owners, legislation approval, funding provided, and a downtown management program underway. S Iv. NDC ROSS TRAM The services provided under the terms of this Agreement will be performed by members of the professional staff of NDC. John Sower, NDC Washington Director, will be responsible for the services to be provided with support and assistance from other members of the NDC staff specializing in organizing, project financing, commercial revitalization, public relations, promotion, federal coordination and program research to include Ralph Nadine in Maine and Diane Mwanyoha in Boston. V. COMPENSATION As compensation for the services to be performed by NDC hereunder, the Client will pay to NDC the amount of Four Thousand Dollars ($4,000) per month which shall constitute full and complete compensation. Such sum will be paid subject to receipt by the Client of a requisition for payment from NDC specifying that NDC has performed the work under this Agreement in conformance with the Agreement, and that NDC is entitled to the amount requisitioned under the terms of this Agreement. It is expressly agreed and understood that in no event will the total compensation to NDC hereunder exceed the maximum sum of Forty-eight Thousand Dollars ($48,000) for all of the services provided. VI. TIME OF PERFORMANCE performance of the services described herein shall commence as of the date of full execution and delivery by the parties of this Agreement and shall continue for the fallowing twelve (12) months (herein "Term"). This Agreement may be terminated by any party for any reason, upon written notice to the other parties hereto, effective upon receipt unless otherwise specified. In the event of an early termination, Client shall pay NDC for those some due, on a per rata basis, through the date of termination. VII. INDEMNIFICATION NDC shall indemnify and hold the Clients and their designated representatives and employees 'harmless from and against all costs, fees, expenses (including reasonable attorneys' fees and expenses), obligations, damages, liabilities, claims, judgments and the like arising out of the performance of the services contemplated hereunder, other than in regard to NDC's professional judgments, analyses and reports and except to the extent any of the foregoing arises out of (i) an act or omission solely of the Clients or their designated representatives or employees, (ii) an error in any intommation, data, records, materials or similar items provided to NDC which is not apparent in the exercise of reasonable judgment and review, or (iii) an error in any public records obtained and relied on by NEC which .is not apparent in the exercise of reasonable judgment and review. 0 VIII. NON-DISCRIMINATION - MC shall not discriminate against any person employed in the performance of the services herein contemplated, or against any applicant for such employment or in the manner in which the services herein set forth are accomplished,because of race, religion, color, sex, physical handicap, age or national origin. NDC shall insert a similar non-discrimination provision in any agreement entered into by it in connection with this Agrees ant. NDC further agrees to comply with any and all equal employment opportunity and non-discrimination or similar type laws, rules, and regulations as in the context of this Agreement shall be applicable and may, during the Term of this Agreement, be binding on Client. IX. CONFIDENTIALITY Except as is necessary for the staff of NDC to perform the services contemplated herein, all reports and recommendations prepared hereunder and all information, data, records, materials and similar items provided to or obtained by DEC, other than matters of public record, shall remain confidential and shall not be transmitted to any person or entity other than the Client and its designated representatives and agents. upon such transmittal, NDC shall have no further responsibility or liability in respect to the dissemination of the foregoing by Client and its agents and representatives, but shall itself remain bound by this provision. X. CONFLICT OF INTEREST I£ any work or services currently being performed by NDC on other projects, or any work or services to be performed by NDC on future projects, conflicts, directly or indirectly, with any pro- 0 vision of this Agreement. NDC shall notify the Client of such conflict Immediately upon obtaining knowledge thereof. NDC shall not be precluded from entering into independent consulting contracts with third parties relative to redevelopment activities within downtown Bangor provided that. said contracts or the services to be provided thereunder are not in conflict with the provision of services by NDC to the Client under the terms of this Agreement. NIC shall give Client written notice of said Contracts. XI. NOTICES Any notice which either party desires or is.required to give to the other in connection with this Agreement shall be in writing and shall be sent postage prepaid, certified mail, return receipt requested, as follows: I£ to Client: John W. Flynn, City Manager City Hall 13 Harlow Street Bangor, Maine 04401 and Douglas H. Brown, President Bangor Center Development Corporation c/o Merle F. Goff The Bangor Center Project 117 Broadway Bangor, Maine 04401 If to NDC: The National Development Council 1025 Connecticut Avenue, N.W. Suite 404 Washington, D.C. 20036 Attn: John Sower, Director y.,.. - 10 XII. MERGER, AMENDMENT AND ASSIGNABILITY This Agreement represents, the entire agreement of the parties and supersedes all prior negotiations, representations or agreements; written or oral, all of which are deemed merged herein. This Mrvamewt;may not be amended except in writing signed by the client and NEC. This Agreement may not be assigned by either party without the prior written consent of the other party. XIII. GWERNING LAW This Agreement shall be construed in accordance with the Laws of the State of Maine. My disputes arising out of or in the Course of this Agreement which are not resolved by mutual agreement of the parties hereto shall be resolved by litigation in the Maine Superior Court for Penobscot County. IN WITNESS WHEREOF, this Agreement has been ,executed and delivered as of the day and year first above written. WITNESS: WITNESS: ATTEST• THE 4. Bv CU MINE age :jLaL CC PO TION Bv .. President � i a-), raLY)