HomeMy WebLinkAboutAgreement for Services with Wiiliams & Dame Developmentt't -5 .f6.7
Agreement for Services
This Agreement is made effective as of March to, 2012, by and between WILLIAMS/DAME &
ASSOCIATES, INC. d/b /a Williams & Dame Development ( "WILLIAMS/DAME ") and the CITY OF AUBURN
( "CITY "). The parties agree as follows:
1. DESCRIPTION OF SERVICES. WILLIAMS/DAME agrees to provide consulting services to assist the
City in pursuing the obtainment of a Regional Center designation under the EB- 5/Immigrant Investor Program
from the United States Citizenship and Immigration Services Department as set forth in Exhibit "A."
2. PAYMENT. The CITY will pay a fee to WILLIAMS/DAME for services provided in the not to exceed
amount of $22,500, for services delivered as described in the Scope of Work. WILLIAMS/DAME shall on a
monthly basis submit an invoice for services performed to CITY with appropriate supporting documentation
evidencing type of work performed, person who performed work, billable hourly rate of the person performing
said work and other direct and indirect expenses. Notwithstanding its rate and payment provisions contained in its
proposal for services, WILLIAMS/DAME understands and agrees that payments must go through City Council
authorization at a regularly scheduled Council meeting and as such, payment shall only occur after this
authorization has been received.
3. EXPENSE REIMBURSEMENT. WILLIAMS/DAME shall pay all "out -of- pocket" expenses, and shall not
be entitled to reimbursement from the CITY except for specific services, items or activities listed in the Scope of
Services as reimbursable goods or services.
4. TERM/TERMINATION.
A. This Agreement is effective upon both party's signature, and expires at 11:59 p.m. on December 31,
2012 or when all services have been provided, unless extended by mutual agreement prior to the completion of all
services.
B. Either party may terminate the Agreement by notifying the other party in writing within seven (7)
days of the intent to terminate. If this Agreement is terminated, CITY shall pay WILLIAMS/DAME for all work
performed as of the date of termination.
5. RELATIONSHIP OF PARTIES. WILLIAMS/DAME is an independent contractor with respect to the City
of Auburn, and not an employee of the CITY. The CITY will not provide fringe benefits, including health
insurance benefits, paid vacation, or any other employee benefit, for the benefit of WILLIAMS/DAME.
6. EMPLOYEES. The provisions of this Agreement shall also bind WILLIAMS/DAME employees who
perform services for the CITY under this Agreement.
7. INDEMNIFICATION / HOLD HARMLESS. WILLIAMS/ DAME shall defend, indemnify and hold the
CITY, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses
or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of
WILLIAMS/DAME in performance of this Agreement, except for injuries and damages caused by the sole
negligence of the City. The CITY shall defend, indemnify and hold WILLIAMS/ DAME, its officers, officials,
employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney
fees, arising out of or resulting from the acts, errors or omissions of the CITY in performance of this Agreement,
except for injuries and damages caused by the sole negligence of WILLIAMS/ DAME.
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AUBURN * MORE THAN YOU IMAGINED
8. INSURANCE. WILLIAMS/DAME shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by WILLIAMS/DAME, its agents, representatives, or employees.
A. Minimum Scope of Insurance: WILLIAMS/DAME shall obtain insurance of the types described
below:
1. Automobile Liability insurance covering all owned, non - owned, hired and leased vehicles.
Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute
form providing equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01
and shall cover liability arising from premises, operations, independent contractors and
personal injury and advertising injury. The CITY shall be named as an insured under
WILLIAMS/DAME's Commercial General Liability insurance policy with respect to the
work performed for the CITY.
3. Workers' Compensation coverage as required by law.
4. Professional Liability insurance appropriate to WILLIAMS/DAME's profession. The City
acknowledges that WILLIAMS/DAME is not required to carry Professional Liability
insurance.
B. Minimum Amounts of Insurance: WILLIAMS/DAME shall maintain the following insurance
limits:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than $1,000,000
each occurrence, $2,000,000 general aggregate.
5. Professional Liability The City acknowledges that WILLIAMS/DAME is not required to
carry Professional Liability insurance.
C. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the
following provisions for Automobile Liability, Professional Liability and Commercial General
Liability insurance:
1. WILLIAMS/DAME's insurance coverage shall be primary insurance as respect to the CITY.
Any insurance, self - insurance, or insurance pool coverage maintained by the CITY shall be
excess of WILLIAMS/ DAME's insurance and shall not contribute with it.
2. WILLIAMS/DAME's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by certified mail,
return receipt requested, has been given to the CITY.
D. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best rating of
not less than A: VII.
E. Verification of Coverage: WILLIAMS/DAME shall furnish CITY with original certificates and a
copy of the amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of WILLIAMS/DAME before commencement
of the work.
9. ASSIGNMENT. WILLIAMS/DAME's obligations under this Agreement may not be assigned or transferred
to any other person, firm, or corporation without the prior written consent of the CITY.
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10. NOTICES.. All notices required or permitted under this Agreement shall be in writing and shall be deemed
delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:
IF for WILLIAMS/ DAME:
John Olivier, Vice - President
Williams/Dame & Associates, Inc.
d/b /a Williams & Development
1308 NW Everett Street
Portland, Oregon 97209
IF for the CITY:
Kevin Snyder, AICP
Planning and Development Director
City of Auburn
25 West Main Street
Auburn, WA 98001
Such address may be changed from time to time by either party by providing written notice to the other in the
manner set forth above.
11. ENTIRE AGREEMENT. _ This Agreement contains the entire agreement of the parties and there are no
other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any
prior written or oral agreements between the parties.
12. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is
signed by both parties.
13. SEVERABILITY. If any provision of this Agreement, shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and
enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this
Agreement 'shall not be construed as a waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Washington. Venue for
any court action shall be in King Comity, Washington.
The undersigne ave read the above statements, understand them and agree to abide by their terms.
Signed:
Date:
:v-
Signed:
Date:
Address: 25 West Main Street Address:
Auburn, WA 98001
Phone: 253- 931 -3041 Phone:
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EXHIBIT "A"
to
Agreement for Services with the CITY OF. AUBURN
Dated March , 2012
SCOPE OFWORK
Submitted by
Williams /Dame & Associates, Inc.
Prepared by
Primary Contact
John Olivier
Williams /Dame & Associates, Inc.
1308 NW Everett Street
Portland, OR 97209
Email: jolivier @wddcorp.com
Voice: 971 - 222 -1281
Fax: 503 - 227 -7996
City of Auburn, WA
Williams /Dame & Associates
Introduction
The City of Auburn ( "City ") is engaging Williams /Dame & Associates, Inc. d /b /a Williams
& Dame Development ( "WDD ") to consult with and assist the City in undertaking the
necessary steps for the formation of an EB -5 Regional Center (the "Services) to be
owned and operated by the City, which the City intends to utilize to facilitate
development and /or redevelopment within certain geographic areas of the City including
but not limited to Downtown Auburn. This document shall set forth the Scope of
Services and other terms and conditions related to such objectives and shall serve to
supplement the Agreement for Services, dated of even date herewith, between the City
and WDD (the "Contract ").
The City understands and acknowledges that the formation of a Regional Center
through the United States Citizenship and Immigration Service ( "USCIS ") is a complex
and iterative process involving several stages, with multiple business decisions that
must be made by the City, and which will necessitate the City engaging the services of
certain additional third parties, such as outside legal counsel (likely including both
immigration and securities counsel), an economist for the economic analyses required
in connection with the application process, and others. The exact need for and scope of
such third party services will depend significantly upon the business decisions of the
City made at the various stages of the process.
WDD's role in providing the Services will generally be to outline the process, and plan,
organize and guide the City through the process, providing input when requested. WDD
will provide certain deliverables directly to the City, as outlined in the Scope of Work,
below. However, the City acknowledges that much of the documentation required in
support of the Form 1 -924 Application for Regional Center will need to be provided by
qualified third parties, to be engaged directly by the City at additional cost and expense.
To that end, WDD will provide input as requested regarding the engagement of any
required third party service providers and assist in guiding the nature and scope of work
by such third parties as requested by the City.
Given the above factors, and the iterative nature of the process, the City and WDD
believe it is in the City's best interest to undertake the Services in multiple phases. The
scope of work identified herein pertains to the first phase ( "Phase I ") of the Services.
Work and deliverables relating to subsequent phases of the Services will be jointly
identified and outlined by the City and WDD based upon the results of Phase I of the
Services, and additional contracts or amendments to the Contract will then be entered
into between the parties to the extent the parties desire to proceed forward with
subsequent phases.
Scope of Work: Phase I
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City of Auburn, WA
The scope of work to be provided under this Contract (Phase I of the Services) shall be
to assist Staff in the preliminary activities relating to the formation of the Regional
Center, and coordinating and facilitating interaction with third parties which may be
required to complete and file the Regional Center application, such as legal counsel,
economists and others, as necessary. Specifically, it is contemplated that WDD shall
assist the City with the following tasks to complete Phase I of the Services:
1. Review of Form 1 -924 Application, Checklist, Etc.
Fee: $2,500
Generally review the application process and requirements relating to Form 1 -924
Application for Regional Center with Staff. Within the context of this review,
WDD shall assist in the following:
a. Development of a process flow chart outlining the stages of the application
process, key business decision milestones and a checklist addressing all
Form 1 -924 requirements and supporting documentation.
b. Development of a schedule for the work to be undertaken and decisions to
be made in connection with Phase I or the Services, which schedule may
be modified from time to time as the parties may mutually agree.
c. Identification of professionals and other third parties, such as immigration
counsel, securities counsel, economists and others, as may be necessary
for completion of Form 1 -924, including supporting documentation.
However, it is contemplated that such supporting documentation, to the
extent not identified within the Scope of Work for Phase I of the Services,
herein, will be completed in connection with a subsequent phase of the
Services. The City shall have final approval relating to the engagement of
any third parties, which will be engaged directly by the City, unless the
parties otherwise agree.
d.Group discussion, as necessary, either in person or telephonically, between
WDD and the City regarding the application process, requirements,
checklist items, additional required third parties, and other matters relating
to the overall process.
2. Geographic Region, TEA and Industry Identification
Fee: $2,500
Identification of the relevant geographic areas and industry segments to be
included within the Regional Center's scope of operations. These include the
following:
a. Identification of the contiguous geographic area for the focus of Regional
Center activities, as required by Form 1 -924.
b. Identification of possible "Targeted Employment Areas" I "High
Unemployment Areas" and requesting certification of the same by the
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City of Auburn, WA
Washington State Employment Security Department, to the extent any
such areas exist.
c. Identification of industry categories (by NAICS code) of the,commercial
enterprises which the City anticipates will become affiliated with the
Regional Center and undertake EB -5 projects within the Regional Center's
geographic area of operations. Note that once these industry categories
are identified, one exemplar business plan and an economic analysis for a
commercial enterprise will be required for each identified industry
category. Such business plans and economic analyses are required
supporting documents for the Form 1 -924, which will be created in
connection with a subsequent phase of the Services.
3. Development of Organizational and Potential Investment Structures
Fee: $2,500
Develop the organizational structure for the Regional Center, and prospective
investment structure of the commercial enterprises that are anticipated to be
affiliated with the Regional Center. In the context of developing these
organizational structures, WDD shall discuss'the various,Regional Center
organizational structures and EB -5 investment structures with Staff to identify
structures appropriate to accomplish City objectives. Upon such determination,
detailed organizational flow charts will be created to depict the desired
structure(s) with associated narratives if and as required. However, it is
anticipated that any required entity formation documents and sample investment
documents will be prepared in conjunction with a future phase of the Services.
4. Development and Drafting of Regional Center Plan of Operation
Fee: $12,500
Develop an initial draft of the Regional Center "Plan of Operation" as required
under Form 1 -924. WDD will assist staff in determining various operational
protocols and procedures, including:
a. Methodologies to be utilized by the Regional Center to track the infusion of
EB -5 investor capital into the job creating enterprise, and allocate the jobs
created through the EB -5 investments in the job creating enterprise to
each associated EB -5 investor;
b.A description of anticipated promotional activities for the Regional Center;
c. A budget for anticipated promotional activities, as approved by Staff; and
d.A plan for recruitment of EB -5 investors, and how the Regional Center will
conduct its due diligence to ensure that investor funds affiliated with its
capital investment projects will be obtained from lawful sources.
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City of Auburn, WA
It is contemplated that the Plan of Operation will be provided to immigration legal
counsel selected by the City for such review, comment and revision as counsel
may require.
Schedule
All work to be performed in conjunction with Phase I of the Services are to be performed
between the effective date of the executed Contract and December 31, 2012. WDD
and the City shall jointly develop a more detailed schedule for each of the tasks and
related action items and deliverables, which may be further subject to revision as the
parties mutually agree.
Primary Points of Contact
The primary points of contact for WDD shall be:
• John Olivier, Vice President
• Devin Williams, President of EB5 Global, LLC
(Affiliate and authorized sub - consultant of WDD)
The primary point of contact for the City shall be:
• Kevin Snyder, AICP
Director
City of Auburn Planning & Development Department
Costs
Costs related to telephone and facsimile charges and internal photocopies shall be
included in the scheduled fees above. Travel costs (including mileage) and all out -of-
pocket costs incurred by WDD or any authorized sub - consultant shall be reimbursable
by the City without markup. However, neither WDD nor its authorized sub - consultants
shall incur travel or out -of- pocket costs in excess of $2,500 in the aggregate without City
approval.
Fees and Costs for Third Party Services
The parties acknowledge that the services of certain third parties, including those of
legal and other professional services, will be required in connection with the formation of
the Regional Center, and that the fees and costs relating to such services are not
included within the task - related fees noted in the Scope of Work above. While WDD
may make recommendations relating to the engagement of such service providers, if
and as requested by the City, and may work with such service providers in conjunction
with the Services to be provided hereunder, all such service providers shall be engaged
and compensated directly by the City.
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City of Auburn, WA
Sub - consultants
WDD is authorized to retain EB5 Global, LLC ( "EB5 Global "), an affiliate of WDD, as a
sub - consultant to assist in providing the Services. The City shall not incur additional
fees relating to the services of EB5 Global.
Assumptions and Understandings
1. Consultant shall provide senior level staff to work on this project.
2. The maximum budget amount for this contract shall be $25,000 that is inclusive of all
costs and fees for the project. This fee shall not be exceeded without prior City
authorization.
3. Consultant shall be authorized to hire sub - consultants, provided that no mark -up
charges shall be passed onto the City.
4. All external communication efforts by the Consultant shall be coordinated with City
staff prior to their occurrence.
5. Any and all media inquiries regarding Consultant's contractual relationship or task
work performance for the City shall be referred directly to the City unless prior City
authorization is provided.
6. All meetings involving City staff shall be coordinated first with City staff prior to
scheduling with other parties to minimize potential conflicts.
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