1 CITY OF GARDEN GROVE
AND
NATIONAL COUNCIL FOR COMMUNITY DEVELOPMENT, INC.,
DBA GROW AMERICA
FOR
MICROENTERPRISE TECHNICAL ASSISTANCE SERVICES
THIS AGREEMENT is made this day of November 2024, by the CITY OF GARDEN GROVE, a municipal corporation, ("CITY") and National Council for Community Development, Inc. dba Grow America (formerly, National Development Council), a nonprofit public benefit corporation under the laws of the State of New York, herein after referred to as “CONTRACTOR”.
RECITALS
The following recitals are a substantive part of this Agreement:
1. The CITY has applied for and received funds from the U.S. Department of Housing and Urban Development (HUD) under Title I of the Housing and Community Development Act of 1974, Public Law 93-383;
2. The CITY’s Annual Action Plan submitted to HUD includes the PROJECT described herein and indicates that a portion of the funds received from HUD shall be allocated to PROJECT;
3. The CITY wishes to engage the CONTRACTOR to provide technical assistance and business support to microenterprises, as set forth in CITY’s Annual Action Plan, in accordance with Attachment A of this Agreement (the “PROJECT”); and
4. The provision of this service is a n eligible expenditure of available Community Development Block Grant (CDBG) funds, Catalogue of Federal Domestic Assistance (CDFA) 14.218, of CITY as an economic development activity (24 CFR 570.203).
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term and Termination. This Agreement shall cover services rendered from November 12, 2024, until June 30, 2025 . The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the CONTRACTOR is providing technical assistance for this PROJECT.
2. Services to be Provided . The CONTRACTOR shall perform services necessary to implement the PROJECT as described in the CITY’s Annual Action Plan and as set forth in the Scope of Services described in Attachment A to this Agreement, a copy of which is attached hereto and incorporated herein by this reference. The Scope of Services includes the following components:
2.1 Activities. The CONTRACTOR will be responsible for implementing the PROJECT and providing direct technical advisory services to Garden Grove microenterprise businesses in a manner satisfactory to the CITY and consistent with any and all standards required as a condition of providing these funds, the terms of this 2 agreement, and all applicable Federal, State and local laws, guidelines, policies and regulations.
a. Program Delivery. The Scope of Services includes a complete description of each activity eligible under the CDBG Program, the products or services to be performed, where they are to be provided, for whom they are to be provided, and how they are to be provided.
b. General Administration. A description of the CONTRACTOR’s general administrative services to be performed in support of the activities is noted in the Scope of Services described in Attachment A. A schedule for the completion of these services and goals is included in the PROJECT Description. The PROJECT will include activities eligible under the CDBG Program.
2.2 National Objectives . Activities under this PROJECT must meet one of the CDBG Program’s National Objectives: benefit low -and moderate-income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208.
2.3 Level of Accomplishment-Goals and Performance Measures. The Scope of Services includes measurements for each activity per month and year-to-date. CONTRACTOR shall submit to the City of Garden Grove’s Economic Development and Housing Department monthly reports on the form attached hereto by August 15, September 15, October 15, November 15, December 15, January 15, February 15, March 15, April 15, May 15, June 15, and July 15 over the duration of this agreement.
2.4 Performance Monitoring . The CITY will monitor the performance of the CONTRACTOR against goals and performance standards required herein.
Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the CONTRACTOR within a reasonable period of time after being notified by the CITY, Agreement suspension or termination procedures will be initiated.
3. Compensation. CONTRACTOR shall be compensated as follows:
3.1 Amount. It is expressly agreed and understood that the total amount allocated by the CITY under this Agreement for this PROJECT shall not exceed Seventy-Five Thousand ($75,000) with Fiscal Year 2024-2025 CDBG funds.
3.2 Not To Exceed. Funds under this Agreement shall not exceed $75,000. If the cost of services provided is less than $75,000, the CITY shall retain all unused funds.
3.3 Payment. Payment of eligible expenses shall be made against the line-item budgets specified in the Project Budget set forth in Attachment A hereto and in accordance with performance. The CONTRACTOR shall submit monthly invoices for the services set forth in Attachment A, pursuant to a Project Budget, Attachment A to this Agreement, a copy of which is attached hereto and incorporated herein by this reference.
4. General Conditions. During the performance of this Agreement, the CONTRACTOR agrees as follows:
4.1 General Compliance. The CONTRACTOR agrees to comply with applicable Uniform Administrative Requirements of Title 2 of the Code of Federal Regulations as well as the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. 3 Housing and Urban Development regulations con cerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the CONTRACTOR does not assume the recipient’s environmental responsibilities described in 24 CFR 570.604 and (2) the CONTRACTOR does not assume th e recipient’s responsibility for initiating the environmental review process under the provisions of 24 CFR Part 52. The CONTRACTOR also agrees to comply with all other applicable federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. The CONTRACTOR further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available.
CONTRACTOR shall keep itself fully informed of and in compliance with all local , state, and federal laws, rules, and regulations in any manner affecting the performance of the Agreement or the CDBG Program, including all Cal/OSHA requirements, and shall give all notices required by law. CONTRACTOR shall be liable for all violations of such laws and regulations in connection with performing work related to the Agreement or CDBG Program. If CONTRACTOR performs any work or services in violation of such laws, rules, and regulations, CONTRACTOR shall be solely responsible for all penalti es and costs arising therefrom. CONTRACTOR shall defend, indemnify, and hold City, its officials, officers, employees, agents and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules, or regulations.
4.2. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process.
Address of CITY is as follows: With One (1) Copy to:
City of Garden Grove City of Garden Grove
Attn: Monica Covarrubias Attn: City Attorney
Economic Development and
Housing Department
City Attorney’s Office
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840-5208 Garden Grove, CA 92840-5208
Address of CONTRACTOR:
Grow America
Attn: Daniel Marsh III
633 Third Avenue
19th Fl., Suite J.
New York, NY 10017
[email protected]
cc: Andria Martinez
[email protected]
4.3. Independent Contractor. Nothing contained in this Agreement is intended to, or shall be construe d in any manner, as creating or establishing the relationship of employer/employee between the parties. The CONTRACTOR shall at all times remain an independent contractor with respect to the services to be performed under this agreement. All persons empl oyed for the performance of services and functions 4 hereunder shall be officers, agents, or employees (including volunteers) of CONTRACTOR and shall not be deemed to be those of CITY; no CITY officer, agent, or employee shall be under control or supervision of CONTRACTOR, and no CONTRACTOR officers, agents or employees (including volunteers), shall have any entitlement to wages, pension, civil service, or any status or rights with CITY. The CITY shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the CONTRACTOR is an independent contractor.
4.4. Licensing. Prior to performing any services or work hereunder CONTRACTOR shall obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the work and services required by this Agreement and CDBG Funds. CONTRACTOR represents and warrants to City that CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement and any extension, any license, permit, qualification, or approval that is legally required for CONTRACTOR to perform the work and services required or authorized by this Agreement or CDBG Funds. CONTRACTOR shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the CONTRACTOR's performance of the work and services required or au thorized by this Agreement or CDBG Funds, and shall defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from and against any claim or liability arising out of any failure or alleged failure to obtain such license, permits, and approvals of whatever nature that are legally required to perform the work or services set forth in the CDBG Program.
4.5. Unauthorized Aliens. CONTRACTOR represents and warrants that it will comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Sho uld CONTRACTOR so employ such unauthorized aliens for the performance of any work and/or services under this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, CONTRACTOR hereby agrees to reimburse City for any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, or penalties which arise out of or are related to such employment, together with any and all costs, including attorneys' fees, incurred by City.
4.6. Hold Harmless. CONTRACTOR agrees to protect, defend, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, arising out of, or in any way connected with performance of the Agreement by CONTRACTOR, CONTRACTOR'S agents, officers, employees, subcontractors, or independent contractors hired by CONTRACTOR. The only exception to CONTRACTOR'S responsibility to protect, defend, and hold harmless CITY, is due to the sole negligence of CITY, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR.
4.7. Insurance; Commencement of Work: CONTRACTOR shall not commence work under this Agreement until all certificates and endorsements have been received and 5 approved by the CITY. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance. All subcontractors, consultants, and agents shall be required to provide the same insurance as that required of the CONTRACTOR. CONTRACTOR shall be responsible to collect and maintain all insurance required of all subcontractors, consultants, and agents.
4.8. Insurance: For the duration of this agreement CONTRACTOR shall maintain the following insurance.
a. Workers Compensation Insurance. CONTRACTOR shall maintain workers compensation insurance in the amount and type required by California law, if applicable. The insured shall waive its rights of subrogation against the CITY, its officers, officials, agents, employees, and volunteers.
b. Commercial General Liability in an amount not less than $1,000,000 per occurrence; (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to CITY and have an A.M. Best’s Guide Rating of A-, Class VII or better, as approved by CITY.
c. Automobile Liability in an amount not less than $1,000,000 combined single limit; (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to CITY and have an A.M. Best’s Guide Rating of A-, Class VII or better, as approved by CITY.
d. Professional Liability in an amount not less than $1,000,000 per occurrence/per claim; Insurance companies must be acceptable to CITY and have a Best’s Guide Rating of A-, Class VII or better, as approved by the CITY.
e. Directors & Officers Liability in an amount not less than $1,000,000 per occurrence/per claim; Insurance companies must be acceptable to CITY and have an A.M. Best’s Guide Rating of A -, Class VII or better, as approved by the CITY.
Additional Insured Endorsements and Loss Payee Endorsement:
An additional insured Endorsement for on -going and products -completed operations under the commercial general liability policy (Subsection “b” above) shall designate the City of Garden Grove and its officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for automobile liability policies (Subsection “c” above) shall designate the City of Garden Grove and its officers, officials, employees, agents, and volunteers as additional insureds for automobiles owned, leased, hired, or borrowed by CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to City’s requirements, as approved by CITY.
CONTRACTOR shall provide to CITY endorsements from each insurance carrier wherein the insurance carrier shall give CITY thirty (30) days advanced written notice of any material change, cancellation, or termination of coverage. 6 For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects the City of Garden Grove, and its officers, officials, employees, agents, and volunteers. Any insurance or self -insurance maintained by the CITY, its officers, officials, employees, agents, or volunteers shall be excess of the CONTRACTOR’S insurance and shall not contribute with it.
Claims made and modified occurrence policies are not acceptable.
IF CONTRACTOR maintains higher insurance limits than the minimums shown above, CONTRACTOR shall provide coverage for the higher insurance limits otherwise maintained by the CONTRACTOR.
4.9. City Recognition . The CONTRACTOR shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled identifying the City of Garden Grove as a funding source. In addition, the CONTRACTOR will include a reference to the City support provided herein in all publications made possible with funds made available under this agreement.
4.10. Amendments. The CITY or CONTRACTOR may amend this Agreement at any time provided that such amendments make specific reference to this agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the CITY’s governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the CITY or CONTRACTOR from its obligations under this agreement.
The CITY may, in its discretion, amend this Agreement to conform with fed eral, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both CITY and CONTRACTOR.
4.11. Suspension or Termination . In accordance with 2 CFR 200.338, the CITY may suspend or terminate this Agreement if the CONTRACTOR materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following:
a. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time;
b. Failure, for any reason, of the CONTRACTOR to fulfill in a timely and proper manner its obligations under this agreement;
c. Ineffective or improper use of funds provided under this agreement; or
d. Submission by the CONTRACTOR to the CITY reports that are incorrect or incomplete in any material respect.
In accordance with 2 CFR 200.339, this Agreement may also be terminated for convenience by either the CITY or the CONTRACTOR, in whole or in part, by providing to the other party written notice setting forth the reasons for such termination, the effective date of the termination, and, in the case of partial termination, the portion to be terminated. However, if in the case of a p artial 7 termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the CITY may terminate the award in its entirety.
5. Miscellaneous Provisions.
5.1 Conduct
a. Assignability
The CONTRACTOR shall not assign or transfer any interest in this agreement without the prior written consent of the CITY thereto; provided, however, that claims for money due or to become due to the CONTRACTOR from the CITY under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the CITY.
b. Subcontracts
(1) Approvals
The CONTRACTOR shall not enter into any subcontracts with any agency or individual in the performance of this agreement without the written consent of the CITY prior to the execution of such agreement.
(2) Monitoring
The CONTRACTOR will monitor all subcontracted serv ices on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance.
(3) Content
The CONTRACTOR shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this agreement.
(4) Selection Process
The CONTRACTOR shall undertake to insure that all subcontracts let in the performance of this agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the CITY along with documentation concerning the selection process.
5.2 Hatch Act
The CONTRACTOR agrees that no funds provided, nor personnel employed under this agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.
5.3 Conflict of Interest
The CONTRACTOR agrees to abide by the provisions of 2 CFR Part 200 and 24 CFR 570.611, which include (but are not limited to) the following:
a. No employee, officer or agent of the CONTRACTOR shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved.
8 b. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG -assisted activities, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG-assisted activity, or with respect to the proceeds from the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year therea fter. For purposes of this paragraph, a “covered person” includes any person who is an employee, agent, subcontractor, consultant, officer, or elected or appointed official of the CITY, the CONTRACTOR, or any designated public agency.
6. Disclaimer.
CITY is a sophisticated business enterprise and has retained CONTRACTOR for the purposes set forth in this Agreement and the parties acknowledge and agree that their respective rights and obligations are contractual in nature. Each party disclaims an intention to impose fiduciary agency rights or obligations on the other by virtue of the engagement hereunder.
Disclaimer regarding GA’s compliance with Section 975 of the Dodd -Frank Wall Street Reform and Consumer Protection Act (“Dodd -Frank”) and amended Section 15B of the Securities and Exchange Act of 1934 (“Exchange Act”).
CONTRACTOR is not a Registered Municipal Advisor as defined in Dodd -Frank and the Exchange Act and therefore cannot provide advice to a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities, including structure, timing, terms or other similar matters concerning such financial products or issues.
7. Severability.
If any provision of this agreement is held invalid, the remainder of the agreement shall not be affected thereby and all other parts of this agreement shall nevertheless be in full force and effect.
8. Section Headings and Subheadings.
The section headings and subheadings contained in this agreement are included for convenience only and shall not limit or otherwise affect the terms of this agreement.
9. Waiver.
The CITY’s failure to act with respect to a breach by the CONTRACTOR does not waive its right to act with respect to subsequent or similar breaches. The failure of the CITY to exercise or enforce any right or provision shall not constitute a waiver of suc h right or provision.
/ / /
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9 10. Entire Agreement.
This agreement constitutes the entire agreement between the CITY and the CONTRACTOR for the use of funds received under this agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the CITY and the CONTRACTOR with respect to this agreement.
/ / /
(Agreement Signature Block on Next Page)
10 IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: ____________
ATTESTED:
"CITY"
CITY OF GARDEN GROVE
By:
City Manager
City Clerk
Date: ____________________
"CONTRACTOR"
National Council for Community
Development, Inc. dba Grow America
By:
Name: Daniel Marsh III
Title: President and CEO
Date: ______________
Tax ID No: 13-6532871
APPROVED AS TO FORM:
Garden Grove City
Attorney
Date
If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate
Seal is required. If a partnership,
Statement of Partnership must be
submitted to CITY.
11 Attachment A
Scope of Services and Budget
FY 2024-25
The Scope of Services describes the assistance available under this Agreement for Technical Assistance Program Operator and Consulting Services during the specified contract period with a commencement date of November 12, 2024, with an initial term ending on June 30, 2025.
The Client and Grow America, by mutual agreement, may revise this Scope of Services.
Off-site technical assistance will be made available to the Client as requested via email, phone, or other means between on-site engagements.
The assistance within this Scope of Services includes:
1) Assist the Client in the implementation and monitoring of the financing elements the Client’s MicroBiz Program. Implementation & monitoring includes, but is not limited to, an online intake, application, and documentation process that will ensure the collection of self -certification verification of household income for meeting the CDBG National Objective of benefitting LMI persons by assisting LMI clients who want to establish a microenterpri se or expand an existing microenterprise. Compliance & reporting of the data will be made available on a monthly basis.
2) Grow America will provide direct support to participating microenterprises via the technical assistance component of the MicroBiz Program. Technical assistance includes conducting an initial assessment of the microenterprise to determine their technical assistance needs and develop a work plan. Direct individual assistance provided to eligible LMI participants in the establishment of a ne w business or in the expansion of an existing business will include, but is not limited to, training in the development of financing tools & budgets, financial statement analysis skills, and loan programs & packaging requirements for the MicroBiz Program. As necessary, participating microenterprises will be referred to external organizations that specialize in providing direct technical assistance to small businesses in order to comply with a robust work plan. GA will conduct ongoing assessments for each bu siness and ensure completion of their work plan for the program.
3) Assist the Client with the marketing, structuring, and underwriting revolving loan fund (RLF) transactions that may be funded by Community Development Block Grant (CDBG) program, U.S. Economi c Development Administration (EDA), general fund or other resources.
4) Grow America will review and evaluate projects & RLF transactions being considered by the Client for MicroBiz Program. This assistance provided by Grow America may include, but not be limited to:
Evaluating microenterprise owner experience and capacity. Financial review or the sources and uses, operating proformas, and financial statements.
Structuring of deals with available funds from the MicroBiz Program. Review of appraisals, cost assu mptions, capital budgets, operating statements, marketing data and other funding commitments. 12 Identifying other funding sources for the range of commercial, industrial, and real estate and business credit deals, as applicable. Advising on program regulations issues.
5) The Contractor shall provide additional assistance to the Client when requested to:
Attend meetings with developers, owners, private lenders, Federal and State officials, and others.
Work with State and Federal officials to insure their continued support and assistance to the City’s programs and projects.
Assist in modification of grant agreements and loan documentation as well as work to ensure approval of such modifications by authorizing agencies. Assist in the negotiations of terms and repayments on financing programs. Inform staff of changes in Federal and State programs in a timely fashion.
Budget
The Technical Assistance Program Operator and Consultant Se rvices is priced at $75,000 for the initial term to include the following line -item activities with estimated number of hours anticipated (actual hours may vary & will be invoiced accordingly):
Retainer Due upon Acceptance of TA Services: $9,375.00
Monthly Due for additional 7 months of Term A: $9,375.00
TECHNICAL ASSISTANCE PROGRAM OPERATOR & CONSULTING SERVICES Item No. Description Hourly Rate Hours TOTAL
1. Direct Technical Assistance & support to
participating microenterprises:
- Initial Assessments @1 hour x 50
$ 260 50 $13,000
2. Direct Technical Assistance & support to
participating microenterprises:
- Start-up Loan Applicants @10 hours x 7
$ 260
70 $18,200
3. Direct Technical Assistance & support to
participating microenterprises:
- Established Loan Applicants @5 hours x 4
$ 260
20 $5,200
4. Underwriting CDBG Loans:
@10 hours x 11
$ 260 110 $28,600
5. Technical Assistance Referrals to 3 rd parties
depending on initial assessment and needs.
TBD
TBD
$10,000
TOTAL $75,000
13 Term
Term periods
Approx. Annual Amount
A November 12, 2024 through
June 30, 2025 $75,000.00
B July 1, 2025 through June 30,
2026 $85,000.00
C July 1, 2026 through June 30,
2027
$87,550.00*
*3% yearly Cost of Living Adjustment (COLA) increase incorporated into Annual Amounts.
Additional Pricing Information
Position Rates
2024
Executive Managing Director $365.00
Managing Director $340.00
Senior Director $305.00
Field Director/Ops Director $260.00
Assistant Director $235.00
Fellow $75.00
The pricing is inclusive of Grow America’s time, supplies, postage, telephone, and other similar expenses. As an independent contractor, Grow America’s is responsible for all taxes and other benefits of the employees of Grow America, and nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between the Client and the Grow America’s. Payment by the Client for servi ces rendered under this Agreement evidences the Client’s acceptance of such services in accordance with the terms of this Agreement.
Compliance and Potential Conflicts
Standard disclaimer regarding GA’s compliance with Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“ Dodd-Frank”) and amended Section 15B of the Securities and Exchange Act of 1934 (“Exchange Act”):
The Grow America is not a Registered Municipal Advisor as defined in Dodd -Frank and the Exchange Act and therefore cannot provide advice to a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities, including structure, timing, terms or other similar matters concerning such financial products or issues.
The general information contained in this document is factual in nature and consistent with current market conditions and does not contain or express subjective assumptions, opinions, or views, or constitute a recommendation, either express or implied, upon which a municipal entity or obligated person may rely with respect to municipal products or the issuance of municipal securities.
14 In connection with these matters, it is expressly understood by all parties that GA is not acting as your agent, advisor, municipal advisor, or fiduciary. GA may have financial and other interests that differ from yours. You should discuss the information contained herein with your own municipal, financial, legal, accounting, tax, and/or other advisors, as applicable, to the extent that you deem appropriate.