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A <br /> MEMORANDUM OF UNDERSTANDING <br /> RIVERFRONT DISTRICT <br /> NEW MARKET TAX CREDIT APPLICATION <br /> This Memorandum of Understanding (this "MOU") is entered into as of February <br /> _, 2009 by and between the City of Everett, a Washington municipal corporation (the <br /> "City"), and OM Everett, Inc., a Washington corporation ("OM"). <br /> RECITALS <br /> A. The Riverfront District is an area in the City bound by Pacific Avenue (north <br /> boundary), the BNSF railway (west boundary), the Snohomish River(east boundary), and the <br /> Lowell/Snohomish River road (south boundary). OM is developing the Riverfront District. <br /> B. The New Market Tax Credit ("NMTC") program is established under <br /> 26 U.S.C. § 45D. It is administered by the Community Development Financial Institutions <br /> Fund ("CDFI"). <br /> C. The City is authorized under RCW 35.21.735(8) to form a limited liability <br /> company as a community development entity ("CDE") for the purposes of the NMTC program. <br /> Once formed, the CDE may apply for certification from CDFI (the "CDE Certification <br /> Application"). The CDE may then submit an application for an NMTC allocation (the "NMTC <br /> Allocation Application"). The deadline for submission of the NMTC Allocation Application is <br /> April 8, 2009. <br /> D. The City desires to form a CDE that will apply for an NMTC allocation to be <br /> awarded in 2009, the bulk of which would be used for the development of the Riverfront <br /> District. <br /> AGREEMENT <br /> The parties agree as follows: <br /> 1. The City shall use reasonable efforts (a) to form a CDE (the "City CDE"), (b) to <br /> cause the City CDE to submit a CDE Certification Application to CDFI, and (c) to cause the <br /> City CDE, subject to Section 3 of this MOU, to submit an NMTC Allocation Application to CDFI <br /> that requests an NMTC allocation for Riverfront District projects. <br /> 2. OM shall pay all costs relating to the formation of the City CDE and shall pay all <br /> costs relating to the preparation and submission of both the CDE Certification Application and <br /> the NMTC Allocation Application. OM shall provide at OM's cost consultants that will assist in <br /> these tasks. OM shall reimburse the City for costs for the services of outside legal counsel <br /> and consultants no later than thirty (30) days after the City delivers to OM documentation of <br /> costs incurred by the City for those services. Unless OM agrees otherwise in writing, <br /> reimbursement for outside legal counsel for the City will not exceed a total of$15,000. OM <br /> shall pay and reimburse as provided in this Section 2 even if, in spite of the City's reasonable <br /> efforts, the City CDE (a) is not certified by CDFI, (b) does not submit an NMTC Allocation <br />