HomeMy WebLinkAboutMulticultural Counseling-3/14/2011The Parties
The Business Financial Assistance
Disaster Recovery Business Rental Assist
CONTRACT #
BRAP112
AWARD DATE:
, 2011
nce Program Contract
PROJECT COMPLETION DATE:
March, 2011
CITY: City of Waterloo
CONTACT PERSON: Noel Anderson, Director of
715 Mulberry Street
Community Planning and Development
Waterloo, Iowa 50703
Email: Noel.Anderson@waterloo-ia.org
• Locate in a business rental
Phone: (319) 291-4366
space that was physically
Fax: (319) 291-4262
BUSINESS: Multicultural Counseling
CONTACT PERSON: Myrtle Godfrey
Center
Email:
501 Sycamore St, Suite 621
Phone: (319) 961-2753
Waterloo, Iowa 50703
Fax:
RENTAL ASSISTANCE AMOUNT:
$1,483.38
TERMS:
PROJECT DESCRIPTION:
The Business must:
This rental assistance is provided by the City to the
• Locate in a business rental
Business to complete the Project as described in
space that was physically
its application and summarized here. Funds shall
damaged by the 2008 natural
be used by the Business for rental assistance for
disaster(s).
the period [10/10] to [03/11].
• Enter into a minimum one-year,
market -rate lease.
• Remain open for the duration of
the six-month period for which
rental assistance is awarded.
• Not be in default of any term of
this Contract.
THE UNDERSIGNED AGREE to be bound by the terms and •onditions stated above and the
following documents incorporated by this reference and attached to t is Contract: (1) Exhibit A- Disaster
Recovery Business Rental Assistance Program General Provisi • ns (July 2009), and (2) Exhibit B -
Business's Application for Disaster Recovery Business Rental sistance Program assistance The
Parties have entered into this Contract, effective as of the last date st:ted below (the "Contract Effective
Date").
FOR THE CITY:
Signature
FOR THE BUSINESS
/41/1,41A.TA„d....-d
sjiMPWIM
Print Name and Title Print
Date
cefr-
Date
s/'
The Parties
The Business Financial Assistance
Disaster Recovery Business Rental Assist
CONTRACT #
BRAP115
AWARD DATE:
, 2011
nce Program Contract
PROJECT COMPLETION DATE:
June, 2010
CITY: City of Waterloo
CONTACT PERSON: Noel Anderson, Director of
715 Mulberry Street
Community Planning and Development
Waterloo, Iowa 50703
Email: Noel.Anderson@waterloo-ia.org
• Locate in a business rental
Phone: (319) 291-4366
space that was physically
Fax: (319) 291-4262
BUSINESS: Midwest Apparel
CONTACT PERSON: Angela Hams
626 Sycamore St
Email:
Waterloo, Iowa 50703
Phone: (319) 493-0435
Fax:
RENTAL ASSISTANCE AMOUNT:
$3,600
TERMS:
PROJECT DESCRIPTION:
The Business must:
This rental assistance is provided by the City to the
• Locate in a business rental
Business to complete the Project as described in
space that was physically
its application and summarized here. Funds shall
damaged by the 2008 natural
be used by the Business for rental assistance for
disaster(s).
the period [01/10] to [06/10].
• Enter into a minimum one-year,
market-ratelease.
■ Remain open for the duration of
the six-month period for which
rental assistance is awarded.
• Not be in default of any term of
this Contract.
THE UNDERSIGNED AGREE to be bound by the terms and conditions stated above and the
following documents incorporated by this reference and attached to this Contract: (1) Exhibit A- Disaster
Recovery Business Rental Assistance Program General Provisions (July 2009), and (2) Exhibit B -
Business's Application for Disaster Recovery Business Rental Assistance Program assistance The
Parties have entered into this Contract, effective as of the last date stated below (the "Contract Effective
Date").
FOR THE CITY:
Signature
Print Name and Title
Date
FOR TSH BUSTESS:
4"..)
Sign ure p
n� - �61 ft'? ,'5 (vM1(JE'
Print Name a d Title
3- i ",2,
Date
EXHIBIT A
DISASTER RECOVERY BUSINESS RENTAL ASS STANCE PROGRAM
GENERAL PROVISONS (July 2 . 09)
1. CONTRACT DURATION. This Contract is
effective as of the Contract Effective Date stated
on Page 1 and shall remain in effect through the
Project Completion Date and until the City has
closed out the Contract and provided Business
with written notice of Contract closeout.
2. FUNDING. The source of funding for this
Contract is a grant from the Iowa Department
of Economic Development to the City for
financial assistance to businesses. Any
termination, reduction, or delay of funds
available due, in whole or in part, to (i) lack of,
reduction in, or a deappropriation of funds, or (ii)
any other reason beyond the City's control may,
in the City's discretion, result in the termination,
reduction or delay of funds to the Business.
3. ACKNOWLEDGEMENT OF OBLIGATIONS.
Business acknowledges and agrees that: a) this
Award is made in consideration of Business's
representations and warranties described in this
Contrast, and b) upon violation o us ch
covenants and warranties, Business is obligated
to immediately repay any amounts the City
determines Business received without fulfillment
of Business's obligations under this Contract,
plus applicable costs described in Section 14.
4. CONDITIONS TO DISBURSEMENT OF
FUNDS; DISBURSEMENT TERMS. No Award
funds will be disbursed to the Business until:
(a) The Business and the City have signed
this Contract, and (b) The Business requests a
disbursement of funds. All disbursements of
Award funds shall be subject to receipt by the
City of requests for disbursement, in form and
content acceptable to City, submitted by the
Business. All requests shall include
documentation of costs that have been paid or
costs to be paid immediately upon receipt of
Award funds. The Business shall submit to City
such supporting evidence as may be reasonably
requested by City to substantiate all payments
which are to be made out of any requisition and/
or to substantiate all payments then made with
respect to the Project.
5. PRIOR COSTS. No expenditures made prior
to the rental assistance period start date may be
included as Project costs.
6. SUSPENSION OF DISBURSEMENT. Upon
the occurrence of an Event of Default (as
defined in Section 11) the City may suspend
Contract #BRAP115 2
payments to
default has
Notwithstan
Contract, up
account of a
longer have
disburseme
7. INVESTM
a. In the e
immediately
Funds held
accordance
limited to th
12C concer
Interest acc
held by the
expended o
of other Aw
b. All proc
interest, afte
been paid o
City within t
Completion
of a written
inform the C
unexpended
possession
whether in t
investments
8. BUSINE
WARRANTI
warrants to
a. Authori
Business ha
this Contrac
has full auth
of the Busin
the perform.
obligations
b. Approv.
by the Busi
executed an
constitutes t
Business an
Business in
has secured
approvals w
governing b
permit Busi
comply with
c. Govem
Licenses. T
information,
Business until such time as the
•een cured to City's satisfaction.
• ing anything to the contrary in this
n a termination of this Contract on
Event of Default, Business will no
he right to receive any
is after the effective date of default.
NT OF GRANT FUNDS.
ent that Award Funds are not
utilized, temporarily idle Award
y the Business may be invested in
ith State law, including but not
provisions of Iowa Code chapter
ing the deposit of public funds.
ed on temporarily idle Award funds
usiness shall be credited to and
the Project prior to the expenditure
rd funds.
eds remaining, including accrued
all allowable Project costs have
obligated shall be retumed to the
irty (30) days after the Project
ID
ate. Within ten (10) days of receipt
quest from City the Business shall
ty in writing of the amount of
Award funds in the Business's
r under the Business's control,
e form of cash on hand,
or otherwise.
S'S REPRESENTATIONS AND
S. Business represents and
ity as follows:
and validity of obligations.
full right and authority to enter into
. The person signing this Contract
•rity to sign this Contract on behalf
ss, and obligate the Business to
nce of each and all of the
nder the Contract.
Is received. This Contract delivered
ess has been duly authorized,
• delivered by the Business and
e valid and binding obligation of the
• is enforceable against the
ccordance with its terms. Business
all necessary authorizations and
th any governmental, regulatory or
yard that may be necessary to
ess to execute this Contract and
its terms.
ental Approvals, Permits and
the best of its knowledge,
and belief after reasonable due
diligence and investigation to determine the
accuracy of this representation, Business
represents that it has received all licenses,
permits, and approvals of all Federal, state, and
local govemmental authorities, if any, necessary
to conduct its business, in each case where the
failure to obtain or maintain the same could
reasonably be expected to have a material
adverse effect. No investigation or proceeding
which, if adversely determined, could reasonably
be expected to result in revocation or denial of
any material license, permit, or approval is
pending or, to the knowledge of the Business,
threatened.
d. Litigation and Other Controversies. There is
no litigation or govemmental proceeding
pending nor, to the knowledge of the Business,
threatened, against the Business which if
adversely determined would adversely impact
Business's ability to perform under this Contract.
e. Compliance with Laws. To the best of its
knowledge, information, and belief after
reasonable due diligence and investigation to
determine the accuracy of this representation,
Business represents that it is in compliance with
the requirements of all federal, state and local
laws, rules and regulations applicable to or
pertaining to the operations of Business.
9. EFFECTIVE DATE OF
REPRESENTATIONS AND WARRANTIES.
The warranties and representations of Section 8
are made as of the Contract Award Date and
shall be deemed to be renewed and restated by
the Business at the time each request for
disbursement of funds is submitted to the City.
10. COVENANTS OF BUSINESS. The
Business covenants that:
a. Performance Obligations. Business shall
enter into a minimum one-year, market -rate
lease for a business rental space that was
physically damaged by the 2008 natural
disaster(s), remain open for the duration of the
six-month period for which rental assistance is
awarded, and complete the Project as described
in this Contract. Business shall promptly provide
City with written notice of any major changes
that would impact the success of the Project.
b. Repayment Obligations. Upon the
occurrence of an unremedied Event of Default
as described in Section 11 Business agrees to
immediately repay such amounts determined by
City as due and payable.
c. Required Reports. For the duration of this
Contract the Business shall provide the City with
required reports to assist in evaluation of the
Contract #BRAP115 3
Program's e
compliance
promptly co
d. Disburs
prepare, sig
as specified
content requ
all disburse
claimed exp
Business sh
adequate to
e. lnspecti
the City and
to visit and i
properties, b
to the Proje
the books of
records, and
accounts wit
by, its office
accountants
authorizes s
City and the
representati
Business) at
reasonable i
Routine insp
City will be a
special audit
the cost of s
Business's e
f. Complian
in all materi
all federal, s
regulations
to preventio
equal emplo
action, work
Iowa Depart
administrativ
business Re
Chapter 79).
g. Use of
Award funds
for the purpo
h. Notice
promptly not
claims, laws
against Busi
the Project.
ectiveness and to determine
ith this Contract. Business shall
ply with all such requests.
ment Requests. Business shall
and submit disbursement requests
n this Contract in the form and
red by City. Business shall review
ent requests and verify that
nditures are allowable costs.
-II maintain documentation
-upport the claimed costs.
n and Audit. Business shall permit
its duly authorized representatives
spect any of the Business's
•oks and financial records related
to examine and make copies of
accounts and other financial
to discuss the affairs, finances and
, and to be advised as to the same
and independent public
(and by this provision Business
ch accountants to discuss with the
ity's duly authorized
es the finances and affairs of the
such reasonable time and
tervals as the City may designate.
ctions and audits performed by
City expense. In the event any
are conducted at City's request,
ch special audits will be at
pense.
e with Laws. Business will comply
respects with the requirements of
te and local laws, rules,
nd orders including, but not limited
of discrimination in employment,
ment opportunity and affirmative
r rights and worker safety, and the
ent of Economic Development's
rules for the Disaster Recovery
tal Assistance Program (261 IAC -
ward Funds. Business shall use
extended under this Contract solely
es set forth in this Contract.
f Proceedings. Business shall
the City of the initiation of any
its, or other proceedings brought
ess which would adversely impact
i. Account ng Records. Business shall
maintain its ' ooks, records and all other
evidence pe aining to this Contract in
accordance ith generally accepted accounting
principles and such other procedures specified
by City. These records shall be available to
City, its intemal or external auditors, the Auditor
of the State of Iowa, the Attorney General of the
State of Iowa, the Iowa Department of Economic
Development and the Iowa Division of Criminal
Investigations at all times during the Contract
duration and any extensions thereof, and for
three (3) full years from the date this Contract is
closed out by City.
j. Indemnification. Business shall indemnify,
defend and hold harmless the City, its
departments, divisions, agencies, sections,
commissions, officers, employees and agents
from and against all losses, liabilities, penalties,
fines, damages and claims (including taxes),
and all related costs and expenses (including
reasonable attorneys' fees and disbursements
and costs of investigation, litigation, settlement,
judgments, interest and penalties), arising from
or in connection with any of the following: (i) Any
claim, demand, action, citation or legal
proceeding arising out of or resulting from the
Project; (11) Any claim, demand, action, citation
or legal proceeding arising out of or resulting
from a breach by Business of any representation
or warranty made by the Business in this
Contract; (110 any claim, demand, action, citation
or legal proceeding which results from an act or
omission of Business or any of their agents in its
or their capacity as an employer of a person.
11. EVENTS OF DEFAULT. Any one or more of
the following shall constitute an "Event of
Default" hereunder:
a. Noncompliance with Contract. Default in
the observance or performance of any other
provision of this Contract; or
b. Material Misrepresentation. Any
representation or warranty made by the
Business in this Contract or in any statement or
certificate furnished by it pursuant to this
Contract, or in connection with any of the above,
proves untrue in any material respect as of the
date of the issuance or making thereof; or
c. Adverse Change in Financial Condition. Any
change shall occur in the financial condition of
the Business which would have a material
adverse effect on the ability of the Business to
perform under this Contract; or
d. Bankruptcy or Similar Proceedings Initiated.
Either the Business shall (1) have entered
involuntarily against it an order for relief under
the United States Bankruptcy Code, as
amended, (2) not pay, or admit in writing its
Contract #BRAP115 4
inability to p::y, its debts generally as they
become due, (3) make an assignment for the
benefit of cr: ditors, (4) apply for, seek, consent
to, or acquie-ce in, the appointment of a
receiver, cu•todian, trustee, examiner, liquidator
or similar o cial for it or any substantial part of
its property, 5) institute any proceeding seeking
to have ente ed against it an order for relief
under the U ited States Bankruptcy Code as
amended, to adjudicate it insolvent, or seeking
dissolution, inding up, liquidation,
reorganizati n, arrangement, adjustment or
composition of it or its debts under any law
relating to b a nkruptcy, insolvency or
reorganizati n or relief of debtors or fail to file an
answer or ot er pleading denying the material
allegations .f any such proceeding filed against
it, or (6) fail I. contest in good faith any
appointmen or proceeding described below;
or
e. Appoint ent of Officials. A custodian,
receiver, tru tee, examiner, liquidator or similar
official shall • e appointed for either the Business
or any subst: ntial part of any of its respective
property, or proceeding described above shall
be instituted against the Business and such
appointment continues undischarged or such
proceeding ' ontinues undismissed or unstayed
for a period f sixty (60) days; or
12. REMEDI S UPON DEFAULT. If, after
notice of def: ult and opportunity to cure as
provided in ' ection 13, there is an unremedied
Event of De ult, the City may:
a. Termin te this Contract and all of the
obligations •f City under this Contract on the
date stated i such notice, and
b. Suspen pending disbursements and
terminate fu her disbursements of Award funds,
and
c. Declare the total amount of Award funds
disbursed to be forthwith due and payable,
including an and all fees, charges and other
amounts pa able under this Contract. The total
amount due hall be and become immediately
due and pay: ble without further demand,
presentmen protest or notice of any kind.
13. NOTICE AND OPPORTUNITY TO CURE. If
City has rea.onable cause to believe that an
Event of De ult has occurred under this
Contract , th City shall issue a written Notice of
Default to th - Business, setting forth the nature
of the allege • default in reasonable specificity,
and providin• therein a reasonable period time,
which shall ot be fewer than twenty (20) days
from the date of the Notice of Default, in which
the Business shall have an opportunity to cure,
provided that cure is possible and feasible.
14. EXPENSES. Business agrees to pay to the
City all expenses reasonably incurred or paid by
City including reasonable attorneys' fees and
court costs, in connection with any Default or
Event of Default by the Business or in
connection with the enforcement of any of the
terms of this Contract.
15. TIMELY PERFORMANCE. The Parties
agree that the dates and time periods specified
in this Contract are of the essence to the
satisfactory performance of this Contract.
16. CHOICE OF LAW AND FORUM.
In the event any proceeding of a quasi-judicial or
judicial nature is commenced in connection with
this Contract, the proceeding shall be brought in
Des Moines, Iowa, in Polk County District Court
for the State of Iowa, if such court has
jurisdiction. If however, such court lacks
jurisdiction and jurisdiction lies only in a United
States District Court, the matter shall be
commenced in the United States District Court
for the Southern District of Iowa, Central
Division. This provision shall not be construed
as waiving any immunity to suit or liability, in
state or federal court, which may be available to
the City, or its officers, employees or agents.
17. GOVERNING LAW. This Contract and the
rights and duties of the Parties hereto shall be
govemed by, and construed in accordance with
the intemal laws of the State of Iowa without
regard to principles of conflicts of laws.
18. CONTRACT AMENDMENTS. The Contract
may only be amended if done so in writing and
signed by the Business and the City.
19. NOTICES. All notices hereunder shall be in
writing and shall be given to the relevant party at
its address, or e-mail address as set forth on the
first page of this Contract. Each such notice,
request or other communication shall be
effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number
specified and a confirmation of such facsimile
has been received by the sender, (ii) if given by
e-mail, when such e-mail is transmitted to the e-
mail address specified and a confirmation of
such e-mail has been received by the sender,
(iii) if given by mail, five (5) days after such
communication is deposited in the mail, certified
or registered with retum receipt requested,
addressed as aforesaid or (iv) if given by any
other means, when delivered at the addresses
Contract #BRAP115 5
specified.
20. HEADIN S. Section headings used in this
Contract are for convenience of reference only
and are not part of this Contract for any other
purpose.
21. FINAL A THORITY. The City shall have
the authority to reasonably assess whether
Business ha : complied with the terms of this
Contract.
22. WAIVE - S. No waiver by the City of any
default here nder shall operate as a waiver of
any other de ault or of the same default on any
future occasi•n. No delay on the part of the City
in exercising any right or remedy hereunder
shall operat as a waiver thereof. No single or
partial exerci-e of any right or remedy by City
shall preclud future exercise thereof or the
exercise of a y other right or remedy.
23. COUNT ; RPARTS. This Contract may be
executed in .; ny number of counterparts, each of
which shall •e deemed to be an original, but all
of which tog: ther shall constitute but one and
the same ins rument.
24. SURVIV ' L OF REPRESENTATIONS. All
representati• ns and warranties made herein or
in any other ontract document or in certificates
given pursu-int hereto or thereto shall survive
the executio and delivery of this Contract and
the other Co tract documents and shall continue
in full force a d effect with respect to the date as
of which the were made until all of Business's
obligations o liabilities under this Contract have
been satisfies
25. SEVE BILITY OF PROVISIONS. Any
provision of 'his Contract which is unenforceable
in any jurisdi tion, shall, as to such jurisdiction,
be ineffectiv to the extent of such
unenforceab lity without invalidating the
remaining previsions hereof or affecting the
validity or en orceability of such provision in any
other jurisdi« ion. All rights, remedies and
powers provi•ed in this Contract or any other
Contract document may be exercised only to the
extent that t e exercise thereof does not violate
any applicab e mandatory provisions of law, and
all the provis ons of this Contract and any other
Contract do«ument are intended to be subject to
all applicabl; mandatory provisions of law which
may be cont oiling and to be limited to the extent
necessary sI that they will not render this
Contract or ny other Contract document invalid
or unenforce ble.
26. NONAS IGNMENT. This Contract may not
be assigned by Business without prior written
consent of the City.
27. TERMINATION. This Contract may be
terminated in the following circumstances:
a. As a result of the Business's default under
this Contract;
b. As a result of the termination or reduction of
funding to the City;
c. upon written mutual agreement of the City
and Business.
28. ORDER OF PRIORITY. In the case of any
inconsistency or conflict between provisions of
this Contract and its Exhibits, the following order
of priority shall control:
a. The terms and conditions of the Award as
outlined on Page 1 of this Contract.
Contract #BRAP115 6
b. Exhibit
Rental
Provisio
c. Exhibit
Disaster
Assistan
29. INTEG
entire under
the City rela
Business R:
any represe
before or aft
are not cont
and of no e
on any such
this Contrac
—Disaster Recovery Business
ssistance Program General
s (July, 2009)
Business's Application for
Recovery Business Rental
e Program Financial Assistance.
TION. This Contract contains the
tanding between the Business and
ing to this Disaster Recovery
ntal Assistance Program Award and
tations that may have been made
r the signing of this Contract which
ined herein, are nonbinding, void
-ct. Neither of the Parties has relied
prior representation in entering into
(,o
\s)
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