HomeMy WebLinkAboutEconomic Development and Financing Corporation (EDFC) 2019-07-01CA - (ciao-oqo
PERFORMANCE AGREEMENT
between the
CITY OF UKIAH
and the
ECONOMIC DEVELOPMENT AND FINANCING CORPORATON
This Agreement is made and entered on July I , 2019 between the City of Ukiah, a California general
law municipal corporation, herein called "City," and the Economic Development and Financing Corporation
(EDFC), a California not-for-profit corporation formed pursuant to and in compliance with the laws of the State
of California, herein called "EDFC." Individually, EDFC and City may be referred to in this Agreement as a
"Party," and collectively as "the Parties."
RECITALS
1. The City is desirous of creating a vital economic development climate through collaborative projects
and the promotion of locally owned and operated small businesses.
2. EDFC is organized to provide assistance to individuals and small business owners by coordinating
economic development activities in Mendocino County and in particular, the City of Ukiah, for the purpose of
creating, expanding or retaining businesses. EDFC has expertise in economic development and in securing
financing in the form of loans, grants, capital and venture capital funding, to assist with the development,
expansion and/or retention of businesses.
3. EDFC was created in 1995 by the County of Mendocino and its incorporated cities in order to facilitate
a countywide approach to economic development. At that time, a formula was developed for funding, whereby
each city would pay 75 cents per capita per year and the County would pay 50 cents per capita per year. This
formula, however, is not binding; compensation may also be based on performance of the agreed-upon scope
of services and other terms outlined in this Agreement.
NOW, THEREFORE, in consideration of the above -recited facts and terms and conditions stated
below, the Parties agree as follows:
A. TERM
This Agreement shall be effective from July 1, 2019 and shall terminate on June 30, 2020.
B. SCOPE OF SERVICES
EDFC shall perform the Scope of Services set forth in Exhibit A.
C. RECORDS, REPORTS AND ACCOUNTABILITY
EDFC shall maintain a bookkeeping system and books of account in accordance with generally accepted
accounting principles consistently applied, which outline the accounting and utilization of City funds paid to
the EDFC for services defined in this agreement. City shall have access to said books of account during
regular business hours for purposes of inspection and audit. EDFC shall fully cooperate with the City and its
agents and accountants during any such inspection and audit, including, but not limited to, making its
employees, accountants, bookkeepers, or officials available to provide any requested information or
documents. As stated in the Scope of Services in Exhibit A, EDFC shall furnish detailed annual reports by
June 1, 2020.
Performance Agreement.EDFC-City of Ukiah FY 2019-20
FINANCIAL COMPENSATION BY CITY
In consideration of the EDFC's performance of the above services, and under the terms of this
Agreement, the City shall pay the EDFC the sum of Eleven thousand, nine -hundred eighty-two dollars and
seventy-five cents ($11,982.75) for fiscal year 2019-20 in order for the EDFC to accomplish the specific scope
of work identified in Exhibit A. This sum of money shall constitute the entirety of City's financial contribution
to the EDFC during the effective dates of this Agreement.
The compensation provided in this paragraph shall be paid to EDFC in installments as follows:
Terms of Payment. Payment to EDFC for services rendered in accordance with this contract shall be
based upon submission of annual invoices for the work satisfactorily performed prior to the date of the invoice,
which amounts shall be due and payable thirty (30) days after receipt by the City. The invoices shall be
accompanied with a description of work performed on behalf of the City and the amount of time spent on each
item. Invoices shall be accompanied by documentation sufficient to enable the City to determine progress
made.
E. INSURANCE AND INDEMNIFICATION
During the term of this Agreement, the EDFC agrees to indemnify and hold harmless the City, its
officers, agents, and employees from and against any and all claims, losses, defense costs, or liability of any
kind or nature which the City, its officers, agents, and employees may sustain or incur or which may be
imposed upon them for injury to or death of persons, or damage to property as a result of, arising out of, or in
any manner connected with the EDFC's performance under the terms of this Agreement, excepting only
liability arising out of the sole and active negligence of the City.
Without limiting the EDFC's indemnification, it is agreed that the EDFC shall maintain in force at all
times during the performance of this Agreement, the following policy or policies of insurance summarized
below and fully detailed in Exhibit A approved by the City and issued by admitted California insurers approved
by the City covering its operations:
1. Comprehensive General Liability, including contractual liability, products, and completed
operations and business automotive liability, all of which shall include coverage for both bodily injury and
property damage with a combined single limit of One Million Dollars ($1,000,000).
2. Worker's Compensation coverage at statutory limits.
The certificates of insurance and endorsements shall be completed to the satisfaction of the City.
Should the EDFC fail to comply with this paragraph then, the City shall have the right to immediately
terminate this Agreement without further notice to EDFC.
F. RELATIONSHIP BETWEEN EDFC AND CITY
Nothing in this Agreement shall be construed as making the EDFC or any of its employees or representatives,
the agent or employee of the City for any purpose, or any employee of the City an employee of the EDFC or
creating between the City and the EDFC the relationship of legal partners or joint ventures. It is understood
that the contractual relationship of the EDFC to the City is that of an independent contractor.
The key contact person involved in the implementation and administration of this Agreement with EDFC will
be Heather Gurewitz, Executive Director of EDFC. The key contact person for City of Ukiah will be Sage
Sangiacomo, City Manager, or his designee.
Performance Agreement.EDFC-City of Ukiah FY 2019-20
G. TERMINATION FOR NON-PERFORMANCE
If any Party to this Agreement breaches any provision thereof, then the other Party may give the
defaulting Party a notice to remedy such violation within thirty (30) days. The other Party may terminate the
Agreement: (a) if such violation is not remedied within said 30 days; or (b) if the breach cannot be remedied
within such time period.
Should this contract be terminated for breach on the part of the EDFC, in addition to any other remedies
or compensation to which the City may be entitled, EDFC shall not be entitled to any further installment
payments not yet paid at the time of breach.
A waiver by either Party of performance of any provision of this Agreement shall not amount to a future
waiver of the strict performance of such provisions or of any other provision of this Agreement.
H. NON-PERFORMANCE DUE TO CONDITION BEYOND CONTROL OF PARTIES
If either Party is unable to perform its obligations under this Agreement due to conditions beyond its
reasonable control, such as, but not limited to, changes in local, state, or federal laws or regulations arising
from legislative changes, judicial interpretations of existing law, vote by the citizens of Ukiah, or administrative
action, and not due to the fault or neglect of any Party, such failure to perform shall not be deemed a violation
of this Agreement provided the Party whose performance is so prevented performs its obligation as soon as
practicable after the occurrence of the event preventing performance under this Agreement. Such Party shall
use reasonable diligence to put itself again in a position to carry out its obligations hereunder, and in the event
such Party does not or cannot within a reasonable time put itself again in a position to do so, the other Party
may, at its option, terminate this Agreement.
J. MISCELLANEOUS PROVISIONS
1. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING
No waiver or modification of the Agreement or of any covenant, condition, or limitations herein
contained shall be valid unless in writing and duly executed by the Party to be charged therewith.
Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in a
proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights
or obligations of any Party hereunder, unless such waiver or modification is in writing and duly executed. The
provisions of this paragraph may not be waived, except as herein set forth.
2. SEVERABILITY
In the event any section, subsection, provision, or clause of this Agreement or any combination
thereof is found to be unenforceable at law, inequity, or under any presently existing or hereafter enacted
legislation, regulation, or order of the United States, any state or subdivision thereof or any municipality,
those findings shall not in any way affect the other sections, subsections, provisions, or clauses of this
Agreement, which shall continue in full force and effect, and the unenforceable provisions shall be
interpreted in a manner that imposes the maximum restriction or obligation permitted by applicable law.
Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal
or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder
of the Agreement.
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Performance Agreement.EDFC-City of Ukiah FY 2019-20
3. NOTICE
Whenever notice is permitted or required by this Agreement, it shall be deemed given when deposited in the
U.S. Mail with proper first class postage affixed thereto and addressed or personally delivered to:
City of Ukiah
Attention: Sage Sangiacomo
300 Seminary Ave.
Ukiah, CA 95482
4. DUPLICATE ORIGINALS
Economic Development & Financing Corporation
Attn: Heather Gurewitz
208 B South Oak St.
Ukiah, CA. 95482
This Agreement may be executed in one or more duplicate originals, each bearing the original signatures of
the parties. When so executed, each such duplicate original shall be admissible to establish the existence
and terms of this Agreement.
5. AUTHORITY
The parties hereto acknowledge that they have the authority to execute this Agreement on behalf of
the entity that they represent as herein set forth below.
6. GOVERNING LAW AND JURISDICTION
The interpretation and enforcement of this Agreement shall be governed by the laws of the State of
California. All legal actions arising under this Agreement shall be filed in the California state courts in
Mendocino County, which shall have jurisdiction and venue over any such actions or proceedings.
7. ENTIRE AGREEMENT
This Agreement supersedes any and all other agreements, either, oral or in writing, between the
parties hereto with respect to the terms and conditions contained herein, and contains all of the covenants
and agreements between the parties with respect to this Agreement in any manner whatsoever. Each Party
to this agreement acknowledges that no representations, inducements, promises, or agreements, orally or
otherwise, have been made by any Party, or anyone acting on behalf of any Party, which is not embodied
herein, and that no other agreements, statement, or promise not contained in this agreement shall be valid
or binding.
Party.
8. PLAIN MEANING
This Agreement shall be interpreted in accordance with its plain meaning, neither for nor against any
9. HEADINGS AND CONTEXT
The headings of this Agreement are inserted for convenience only and do not define, limit or extend
the scope or intent of this agreement or any provision thereof. When the context permits, a word or phrase
used in the singular means the plural and when used in any gender, its meaning also includes all genders.
10. MERGER
This Agreement constitutes the entire understanding between the parties as to the terms and
conditions contained herein, all previous understandings being merged herein.
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Performance Agreement.EDFC-City of Ukiah FY 2019-20
11. ADEQUATE ASSURANCES
Each Party shall execute, acknowledge and deliver such additional documents, writings or assurances
as the other may periodically require so as to give full force and effect to the terms and provisions of this
Agreement.
12. CONSTRUCTION OF AGREEMENT
This Agreement has been reviewed by separate counsel for both parties. Any ambiguity existing in
this Agreement shall not be construed against either Party as the drafter of this Agreement.
13. TIME
Time is of the essence of this Agreement.
Acknowledgement:
IN WITNESS WHEREOF, this Agreement is executed by the City of Ukiah and the EDFC, by their duly
authorized representatives, on the Effective Date.
CITY OF UKIAH ECONOMIC DEVELOPMENT &
FINANCING CORPORATION
By:
4SJ�-
Sag Sa,giacomo, City Manager
ATTEST: i/ibJ
Kristine Lawler, City Clerk
Performance Agreement.EDFC-City of Ukiah FY 2019-20
By.
Heather Gurewitz, Executive P 'rector
5
EXHIBIT A
ECONOMIC DEVELOPMENT & FINANCING CORPORATION
SCOPE OF SERVICES
Contractor shall provide the following services:
1. Assist the City during the term of this agreement with support and coordination of economic
development activities that encourage job retention, business expansion and business relocation
within and to the City of Ukiah by coordinating activities with the County of Mendocino, tribal
governments, Workforce Alliance of the North Bay., West Business Development
Center/Mendocino SBDC, Sonoma Mendocino Economic Development District, and the Greater
Ukiah Business and Tourism Alliance.
Performance Indicators
§ Help organize and co -host at least one Access to Capital Workshop, Job Fair, or similar
event.
§ Continue to maintain current economic and demographic data for the Ukiah area on EDFC's
website.
§ In quarterly reports provided to the City (no later than 30 days after the end of each quarter),
detail coordination efforts with partners.
Continue to distribute the Resource Guide.
2. Provide services and programming as the local Community Development Financial Institution
(CDFI).
3. Assist with locating grant funding, loans, private and public capital, and venture capital funds to
support Ukiah businesses and the City of Ukiah. Of particular interest are grants and low-interest
loans that would assist with facade improvements and code -required improvements (seismic
retrofits, fire sprinklers, ADA improvements, etc.).
Performance Indicators
§ Provide regular updates to City Staff via quarterly reports.
§ In the year-end report, detail the number of businesses assisted and the total amount of
funds awarded to EDFC in the contract year that support economic development activities in
the Greater Ukiah Valley.
4. Meet as needed with the City of Ukiah Business Liaison and inform the Liaison (by phone or email)
when assistance is either requested by or provided to a business within the Ukiah city limits.
Performance Indicator
§ Contact Business Liaison as required.
5. Communicate activities, service delivery, and fiscal reports to the City.
Performance Indicator
§ Submit a detailed annual report to the City Staff and City Council regarding activities and
services during contract period and including the work plan for the up -coming year.
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Performance Agreement.EDFC-City of Ukiah FY 2019-20
Economic
Development &
Financing
Corporation
Attachment #2
EDFC's Contract Deliverables: July 1, 2018 — June 30, 2019*
In the 2018-2019 Fiscal Year, EDFC accomplished the following contract deliverables and auxiliary
activities to support economic development in Mendocino County, the City of Ukiah, the City of Fort
Bragg, the City of Willits, and the City of Point Arena:
Loan Program
EDFC continues to offer loans from under $5,000 up to $25Q000. In the last year, EDFC made some
major changes to the loan program to improve its efficiency and its sustainability. EDFC developed loan
program servicing policies, underwriting policies, and portfolio performance measures and goals, as well
as tiers for loan sizes that are reflected in the criteria for the loan.
• EDFC approved five loans totaling $257,208 in Albion, Fort Bragg, and Anderson Valley.
• EDFC has been working with DPO investors and the Mendocino Wool and Fiber Project in Ukiah.
• Provided technical assistance through our Rural Microentrepreneur Assistance Program via
West Company and EDFC staff.
• Submitted application to the California iBank Business Loan Guarantee Program to increase
EDFC's loan programs' resiliency
Economic Development
• Mendocino County Economic Summit: Over 130 representatives from organizations and local
governments from across Mendocino County participated in the economic summit. This was a
first step in trying to understand the economic needs of the county. Some of the key outcomes
were the need for housing, workforce, and collaboration. Attached is the report for the event.
• Acts as the Mendocino Liaison for the Sonoma -Mendocino Economic Development District
(SMEDD):
o Participated in and presented at the SMEDD semi-annual meeting
o Organized (later cancelled) Quarterly SMEDD Meeting
o Met via phone and communicated with Sonoma County economic development staff
o Discussed potential collaborative projects with SMEDD including Revolving Loan Fund
Loan Programs
o Recruited/recruiting board members from Mendocino County to be on the SMEDD
board
o Collaborated on Scope of Work for future SMEDD grant
• Quarterly economic reports on the state of Mendocino County's economy
• Participation in the Healthy Mendocino Poverty Action Teams for inland Mendocino and the
Mendocino Coast
• Participated in North Coast Opportunities' (NCO) study on a commercial kitchen/economic
development center
• Coordinated with the Alex Rorabaugh Center (ARC) Family Resource Center, Ukiah Vecinos en
Accion, and West Business Development Center to develop Community Market program in
Ukiah
• Took on fiscal sponsorship of the Mendocino Latinx Alliance
• Participation in the Workforce Alliance of the North Bay (WANB)
o Executive Director was appointed to the WANB committees for Mendocino County and
Policy & Oversight, and participated in the quarterly meetings for these committees
o Facilitated communications between WANB staff and County
o Regular coordination with WANB staff
• Provided direct outreach to the Greater Ukiah Chamber of Commerce, Mendocino Coast
Chamber of Commerce, Willits Chamber of Commerce, Employers Council of Mendocino, Ukiah
Rotary Club, South Ukiah Rotary Club, Kiwanis of Ukiah, Savings Bank of Mendocino County,
Westamerica Bank, Redwood Credit Union, Wells Fargo, Tri -Counties Bank, Inland Water and
Power Commission, Mendocino Coast Latino Coalition, Mendocino County Farm Bureau,
Mendocino Wine Grower's Inc., Mendocino Coast Association of Realtors, Mendocino
Community College Business Classes, Redwood Valley Municipal Advisory Council,
• Participated in the following events:
o 12@12 with the Mendocino Coast Chamber
o Office hours at KGUA in Gualala
o Fort Bragg Latino Business Owners Forum (with West BDC)
o The Small Business Administration Small Business Road Show (with West BDC)
o Ukiah Vecinos en Accion September meeting
o Mendocino Winegrowers' Economic Summit
o Agriculture and Business Coalition Outlook 2019
• Monthly radio spots on Peggy's Place on KGUA radio serving Point Arena and Gualala
• Participated in the California Economic Summit in Santa Rosa November 15-16, 2018
• Participated in the California Economic Development Annual Conference, gave co -presentation
on Local Entrepreneurial Ecosystems Project with CAMEO and West BDC. March 27, 2019
• Participated in the City of Ukiah CDBG Loan Committee
• EDFC continues to provide a collaborative format for the 5 jurisdictions to discuss economic
development projects and look for opportunities to partner.
• Opportunity Sites (Opportunity Zones) Webinar on June 5, 2019
• "Basics of Business Borrowing" workshop development and preliminary workshop planned in
Covelo on June 26, 2019.
Broadband
• Completed the Mendocino County Digital Infrastructure Plan in December, 2019
o Mendocino County was approved at the February 26th Board of Supervisors meeting.
o Fort Bragg City Council adopted the plan on April 22"d
• Met with County Planning Staff to discuss project development and understand planning and
zoning requirements for projects. Continuing conversations about ways to work together
to support broadband implementation.
Economic Development and Financing Corporation
FY 18-19 Annual Performance Report
• Met with WISPS (Fixed wireless Internet service providers) and other service providers to discuss
opportunities for deployment and collaboration, including a meeting of 4 WISPs in Boonville in
May.
• Met with Community Foundation regarding their broadband fund and use for deployment
• Exploration of potential projects including Road 409 and the Round Valley Indian Health Center
• Submitted a project for CDBG funding for a feasibility study to deploy high speed Internet to low
income rural populations in Mendocino County
• Met with Cities' staff and Councils to discuss support needed for broadband policies and
deployment planning
• Prepared County work plan and contributed to consortium -wide goals for CPUC-CASF grant
application that was submitted in May by the North Bay North Coast Broadband Consortium
• Attended CPUC workshop for updates on broadband implementation funding; networked with
provider for potential future service
• Met with US Congressman Huffman's field representative to coordinate support of local
unserved communities
• Met with Assemblymember Jim Wood's and State Senator Mike McGuire's staff to discuss
broadband issues in the county.
• Spoke with CA State Parks to get an understanding of their infrastructure and the capacity to
leverage their resources
• Coordination between the North Bay North Coast Broadband Consortium and Mendocino
County including legislative advocacy by Mendocino County for important broadband bills
Organizational Development
• Participated in trainings for: USDA Rural Microentrepreneur Assistance Program and
Intermediary Revolving Loan Program, USDA Rural Development 502 Direct Housing Loan
Program, CaICAP Loan Loss Reserve Program webinar, and CDBG Disaster Resilience webinar,
Microlending Essentials, Loan Portfolio Management Webinars through Aspen Institute
• Ongoing Revolving Loan Fund Webinars from Council of Development Financial Agencies
• California Association for Microenterprise Opportunity's Emerging CDFI Cohort training program
• Attended the CALED Conference in Anaheim and made a presentation with the California
Association for Microenterprise Opportunity and West BDC, about developing entrepreneurial
ecosystems.
Grants
EDFC received the following grants in the FY 2018 -FY 2019 Fiscal Year
• $400,000 grant from the Community Development Financial Institution Fund (CDFI) for lending
and administration of the loan funds.
• $10,000 grant from PG&E to coordinate an Economic Summit
• $100,000 total ($50,000/year for two years) from the Economic Development Administration
(EDA) to conduct Economic Recovery and Resiliency Planning and Implementation.
• $800,000 from the EDA to create a new loan fund totaling $1,000,000.
Economic Development and Financing Corporation
FY 18-19 Annual Performance Report
• $10,000 from the Community Foundation Jim and Babbie Mayfield Fund to improve Access to
Capital in Remote & Rural Mendocino County.
• $2,500 from Savings Bank of Mendocino County for access to capital in remote and rural
Mendocino County and Lake County.
• $2,500 from AT&T for general support
• $1,000 in-kind Technical Assistance from California Association for Microenterprise Opportunity
to improve loan program operations.
Total funds awarded in FY 18-19: $1,326,000
EDFC has applied for the following funds which are pending:
• USDA Rural Development Rural Business Development Grant to implement ZoomProspector
($20,000)
• Mendocino County CDBG Planning and Technical Assistance Grant — High Speed Internet for Low
Income Communities ($75,000)
• Partner on the Sonoma Mendocino Economic Development District Partnership Planning
Program ($30,000 per year for three years to EDFC)
• Partner on the North Bay North Coast Broadband Consortium's Application for California
Advanced Services Funds to support Broadband Development in Mendocino County ($32,500
per year for three years to Mendocino County)
• Facebook Charitable Giving ($10,000)
• Wells Fargo ($5,000)
• Community Development Financial Institution Fund Technical Assistance Grant ($125,000)
• Redwood Credit Union ($1,000)
Total Pending Applications from FY 18-19: $423,500
Despite the great success we have had in the last year in applying for funding from other sources, the
local support we receive from our local jurisdictions remains critical. Without the local dollars that drive
EDFC's mission, we are not able to match federal grants. However, our goal, as an organization is to
leverage every dollar we receive from local sources to multiply them and support a high performing
organization. Without the $48,500 we received from Mendocino County, City of Ukiah, City of Fort
Bragg, and City of Willits, we would not have been able to receive the $1,326,000 in grants from other
sources.
For every local government $1 received,
EDFC generated $27 in grants in the FY 18-19 Fiscal Year.
THANK YOU for your continued support!
* June activities are projected as planned. This report does not include any potential loan activity in June. Numbers may change
before the completion of the fiscal year.
Economic Development and Financing Corporation
FY 18-19 Annual Performance Report