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HomeMy WebLinkAboutRDA 03 OLD TOWN FDNG 08-04-97 RDA No. 3 8-4-97 Intor-Oom DATE: AUGUST 4, 1997 TO: FROM: SUBJECT: WILLIAM A. HUSTON, EXECUTIVE DIRECTOR REDEVELOPMENT AGENCY STAFF AGREEMENT FOR TUSTIN OLD TOWN ASSOCIATION FUNDING ASSISTANCE RECOMMENDATION It is recommended that the Agency authorize the Assistant Executive Director to enter into the subject agreement for funding with the Tustin Old Town Association. FISCAL IMPACT The fiscal impact of the Agreement will be $15,000 during Fiscal Year 1997-1998. The request for funding is included in the 1997-1998 Redevelopment Agency budget. BACKGROUND As the Agency is aware, the Tustin Old Town Association was recently incorporated. At an Agency meeting on February 18, 1997 the Association requested Agency financial support during Fiscal Year 1997-98 for a variety of work tasks that will benefit the Tustin Old Town area and the Town Center Redevelopment Project Area. Given the Agency's positive resPonse to the newly incorporated non- profit corporation, staff have prepared an Agreement to provide funds to the Association during Fiscal Year 1997-98. The Agreement is similar to agreements executed elsewhere in California between Downtown Associations and a municipal government or redevelopment agency. No funding beyond the fiscal year is committed. William A. Huston Agreement for Tustin Old Town Association August 4, 1997 ' ' Page 2 The requested funding would provide support for specific work tasks and programs in four major categories as follows:. 1. Business Enhancement · Creation of an outreach program · Upgrade of 1991 Market Analysis of Old Town 2. Promotion · Annual program of promotions · Image building ad campaign · Linkage with community publications · Shop and Dine Old Town Program · Enhanced tie in with Farmer's Market 3. Development/Design · Comprehensive strategy for a cohesive image · Design of image projects · Linkage with the Economic Development Council · Parking and circulation analysis · Housing development plan · Coordination of commercial rehabilitation 4. Organization · Set up'of association management system · Contract for services of downtown consultant for 6 months · Other organizational tasks In completing the above tasks, the Association is also committing its own contributions levels towards the work tasks approximately matching the Agency's proposed financial assistance level. Christine A. Shinglet~/',d Assistant City Manager CAS:k~oldtnagr.mem AGREEMENT THIS AGREEMENT is made and entered into on this day of , 1997 by and between the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic, (hereinafter "Agency"), and the TUSTIN OLD TOWN ASSOCIATION, a California mutual benefit non-profit corporation. (hereinafter "Recipient"). RECITALS A. The primary purpose of the Recipient is to recognize and fulfill the unique and varied economic interests and needs of Old Town Tustin business and property owners by accomplishing the following specific purposes. : 1. To promote and advance existing business interests in Old Town Tustin. . To encourage and sustain new development, revitalization, preservation of historic .and architecturally significant properties, economic growth, and improvement of Old Town Tustin. o . To secure and assist new business enterprises to locate in Old Town Tustin. To formulate and advance remedies for conditions not considered beneficial to residents,, customers, business owners and property owners in Old Town Tustin. , To effectively develop and represent Old Town Tustin as a diverse business community considering the interests of' both leasehold tenants as well as property owners. . To finance, organize, manage, operate, and carry on programs, events, activities, and services for the promotion, advertisement, and betterment of business and trade in Old Town Tustin. . To receive, administer and disburse funds in connection with any of the activities related to the above stated purposes. Page 1 . To work with governmental entities, civic bodies, community 'organizations, trade and commerce groups, and local community improvement associations in connection with any activities related to the above specific purposes, or in any enterprise deemed beneficial to Old Town Tustin or the City of Tustin. B. The Agency and the Recipient jointlY will derive benefits from activities which will stimulate private investment and promote development in Old Town. Co The Recipient has requested funds from the Agency in fiscal year 1997-98 to assist them in implementing a number of programs aimed at strengthening the economic base and business climate in Old Town. In consideration of the foregoing recitals and the mUtual covenants and conditions herein, and intending to be legally bound, the parties agree as follows: AGREEMENT 1.0 Fiscal Year 1997-1998 Grant of Redevelopment Agency Funds. 1.1 The Tustin Community Redevelopment Agency agrees to pay to the Recipient the sum of $15,000 during Fiscal Year 1997-98 subject to the following conditions. 1.1.1 Said amount shall be a contribution toward the ReciPient's business enhancement, promotional design and organizational activities benefitting businesses located within the boundaries of the Tustin Old Town Area and within the Tustin Town Center Redevelopment Project Area as shown in Exhibit A. 1.1.2 The Recipient shall use said amount to undertake those work tasks and programs (the Program) specified in Exhibit B during Fiscal Year 1997-98. In undertaking these work tasks and programs, the Recipient shall cooperate and collaborate with organizations such as the Tustin Chamber of commerce, Tustin Economic Development Council, the City of Tustin and Tustin Community Redevelopment Agency and other organizations and entities as appropriate. 1.1.3 Funds Provided by the Agency shall be expended by Recipient during a period of time ending no later than June 30, 1998, the end of Fiscal Year 1997-98. Page 2 1.1.4 The Agency agrees to pay the amount set forth above within fifteen (15) days after its appropriation by the Agency Board of Directors. 1.1.5 In the event of any change or changes in the scope of work tasks or programs identified, in Exhibit A, Recipient shall prepare and submit to the Agency's Executive Director a detailed description of the revision to the program} the Recipients' proposed use of Agency funds, an expenditure schedule and the means by which any revised program will be accomplished. 2.0 Term. Unless terminated earlier in accordance with Section 7 of this Agreement, the term .of this Agreement shall be for one (1) year and shall expire within one (1) year from the date of execution,' unless the Board of Directors of the Agency appropriate funds for future tasks for the following fiscal year and this Agreement is amended pursuant to Section 10, herein. 3.0 Fiscal Limitation. Any Agency funds which are the subject of this Agreement shall be subject to appropriation, by the Agency's Board of Directors. 4.0 Maintenance and Availability of Records. The Recipient shall keep adequate records and books of account showing all revenues and the actual cost to it, of any and all eXpenditures related to the Program to enable the Agency to evaluate Performance of Recipient. The Recipient shall provide'Agency with access to such records and books of account and proper facilities for inspections thereof at all reasonable times. 5.0 Program Reports. The Recipient shall provide to the Redevelopment Agency a written progress report on Program activities, accomplishments, and expenditures during Fiscal Year 1997-98. Said annual report(s) shall be submitted by April 1, 1998, and every year thereafter during the term of this Agreement. The Recipient also shall provide the Agency with oral or written reports concerIfing Program activities and expenditures as may be appropriate and as may be requested from time-to-time by the Agency's Board of Directors or Executive Director. Page 3 6.0 Default. If either party fails to observe or perform any term, covenant or condition of this Agreement at any time during the term of this Agreement and the other party concludes that there has not been good faith compliance with the provisions of this Agreement, either party may issue a written "Notice of Default" by certified mail, return receipt requested, specifying the grounds thereof and all facts demonstrating such non-compliance. The alleged defaulting party shall have fifteen (15) days after receipt of such notice to respond in writing by either specifying how its non-compliance has been cured or the grounds upon which it believes that it is complying with this Agreement. The time to respond to the Notice of Default may be extended by mutual agreement of the Parties. If the response to the Notice of Default has not been received within the prescribed fifteen (15) days, or within such the period of time as mutually agreed, the Notice bf Default shall be conclusively presumed to be valid and the party giving the Notice of Default may commence proceedings on the termination of this Agreement pursuant to Section 7.0. If the alleged Defaulting Party responds within the 15 day time period provided above, the Parties shall meet in good faith at reasonable times and from time to time for a period of at least fifteen (15) days to arrive at a mutually acceptable resolution of the matter(s) asserted in the Notice of Default and disputed in the response. If after fifteen (15) days, or any other extension of time as mutually agreed to by the Parties, the parties have failed, to arrive at a mutually acceptable resolution of such matter(s), either Party may commence proceedings for termination pursuant to Section 7.0. 7.0 Termination. 7.1 Either Party shall have the right to terminate this Agreement if a Notice of Default has not been cured following the procedure in Section 6.0. 7.2 When a Notice of Default issued to Recipient has not been cured following the procedure in Section 6.0, the Agency shall be entitled to recover and Recipient shall pay to Agency all Agency grant funds that have not been expended through the termination date. 8.0 Assign~abiliW. The Recipient shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or invitation), without the prior written consent of the Redevelopment AgenCy, which the Redevelopment Agency may give or withhold in its sole and absolute discretion. Page 4 9.0 Covenant Against Discrimination. Recipient covenants that, by and for itself, its heirs, executors, assigns, and all persOns claiming under or through them, that there shall be no discrimination or segregatibn in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or indemnification/non-ancestry. 10.0 Independent Contract: Recipient Not an Aeent. It is understood that in the performance of this Agreement, the Recipient shall be, and is, an independent contractor, and is not an agent or employee of the Agency and shall perform the obligations of the Agreement in its own manner and method except as required by this Agreement. The Recipient and its contractors and subcontractors shall not have the authority, expressed or implied, to act on behalf of the Agency in any capacity whatsoever as agents or otherwise, or contract to bind the Redevelopment Agency to any obligation whatsoever. 11.0 Non-Liability of Agency Officers and Employees: 11.1 The Recipient shall defend, indemnify and hold harmless the Agency, its officers and employees from and against all actions, suits, proceedings, claims, demands, losses, costs and expenses, including legal costs and attorney fees for injury to or death of person or persons, for damage to property, including property owned by Agency, arising out of or related 'to Recipient's performance under this Agreement. 11.2 No officer or employee of Agency shall be personally liable to the Recipient, or any successor-in-interest, in the event of any default or breach by the Agency or for any. amount which may become due to the Recipient or its successor, or for breach of any' obligation of the terms 'of this Agreement. 12.0 Miscellaneous Provisions. 12.1 Notices. Any notice, demand, conser~t, approval, either partY desires or is required to give the other party or any other person shall be in writing and either delivered persOnally or sent by pre-paid, first class mail to the address set forth .below. Either party may change its address by notifying the other party of such change of address. Page 5 To Agency: TUstin Community Redevelopment Agency 300 Centennial Way Tustin, California 92780 Attn: Christine Shingleton Assistant City Manager To Recipient: President Tustin Old Town Association c/o Dr. William Stanford 190 E1 Camino Real Tustin, California 92780 12.2 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. 12o3 SeverabiliW. In the event that any or more of the phrases, sentences, clauses, paragraphs or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgement or decree of a court of competent jurisdiction, such invalidity or unenforcebility shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties' hereunder. 12.4 Integrated Agreement. This Agreement contains the entire' agreement of the parties as to the subject matter herein, and supersedes any prior or contemporaneous oral or written representations, understandings or agreements. 12.5 Amendment. This Agreement may be amended at any time by mutual conSent of the parties by an instrument in writing. 12.6 Corporate Authori_ty. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the PartieS hereto are formally bound to the provisions of the Agreement. Page 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "Agency" Dated: Tustin Community Redevelopment Agency, a public body, corporate and politic By: Christine Shingleton Assistant Executive Director APPROVED AS TO FORM: Lois Jeffrey Agency Counsel "Recipient" TUSTIN OLD TOWN ASSOCIATION a California mutual benefit non-profit corporation By: William Stanford President By: CAS:kdh'da\agreemts\oldtwn.agr Page 7 EXHIBIT A Map EXHIBIT A 140 tis ! ! L,.:.% · . I~O t&O ~oo · Z40 150 MAP 44 ,. EXHIBIT B 1997-98 Work Tasks and Programs Tustin Old Town Association 1.0 Business Enhancement 1.1 Create Retention Outreach Program - With help of UCI conduct business assistance needs assessment - With help of UCI identify funding assistance programs/sources - Host special retail/service workshops - Develop "Alert Hotline" call network - Develop a business directory 1.2 Working with UCI, Update/Expand the 1991 Market Analysis of Tustin Old Town - Refine/analyze market and demographic data - Prepare competitive market analysis -.Review/summarize existing Old Town programs - Prepare economic development strategy plan - Tie in with marketing and promotions strategy 2~0 Promotions 2.1 Annual Program of Promotions - Participate in up to 3 promotion events linked with existing programs .(i.e., holiday tree lighting, concerts in the park, chili cook-off) - Develop up to 3 new sales promotions 2.2 Image Building Ad Campaign - Wt~rking with UCI, develop/design image graphics - Produce camera ready graphics for Tustin Old Town image - Prepare 4-6 bi-monthly newsletters - Print ads promoting Tustin Old Town, separate from event ads - Prepare a promotional exhibit/slide show to be shown at civic groups, etc. - Issue press releases to promote activities in Old Town Tustin EXHIBIT B Page 2 2.3 Linkage with Community Publications (City/RDA) - Coordinate and promote Tustin Old Town activities in "Tustin Today," Redevelopment Newsletter, Redevelopment brochure/folder, City water bills, local cable TV, City press releases 2.4 2.5 Develop Shop/Dine Old Town Program - Prepare posters and flyers, print ads, develop logo Enhance the Farmers Market with the tie-in of the Tustin Old Town Businesses -Through advertising, artists/vendors recruitment, coordination 3.0 Development/Design 3.1 Prepare Comprehensive Strategy for Cohesive Old Town Image - Working with UCI, develop recommendation for image/identity opportunities 3.2 3.3 Prepare Designs for Image Projects - Entry landmarks, directional signs, etc. - Identify other image projects '(tree lights, banners, etc.) Linkage with Economic Development Council (EDC) - Appoint an Old Town representative to Council - Link with EDC activities, outreach and programs 3.4 Parking and Circulation Analysis/Implementation - Working with UCI, develop/analyze parking alternatives plan - Working with UCI, develop/analyze traffic and ped circulation plan - Implement in coordination with City selected plan elements 3.5 Housing Development Plan (UCI) - Working .with UCI, study Old Town commercial area and adjacent residential neighborhoods for alternative uses of Redevelopment EXHIBIT B Page 3 4.0 3.6 Commercial Rehabilitation Program - Work with the City to encourage continuation of design assistance grants; , construction a~ssistance grants Organization 4.1 Set up management systems for Association including phone, accounting/auditing services, supply/purchasing procedures, membership, and obtain insurance 4.2 Contract for services of a Downtown Consultant for approximately six (6) months as a start-up to assisting the Association in organization and work tasks 4.3 Other Organization Tasks - Hold annual board/officer elections - Set up and recruit for committees. - Identify managemen.t/staffing needs and solutions