Loading...
HomeMy WebLinkAboutIowa Finance Authority-9/7/2010IHI#: 10-03 Grantee Name: City of Waterloo IOWANS HELPING IOWANS HOUSING ASSISTANCE PROG'•M IOWA FINANCE AUTHORITY Iowa Finance Authority I N VEST I N G IN HOME AND COMMUNITY GRANT AGREEMENT TABLE OF CONTENTS This Table of Contents is not a part of this Grant Agreement and is only for convenience of reference. ARTICLE I - AMOUNT AND TERMS OF THE GRANT SECTION 1.01. The Grant 2 SECTION 1.02. Disbursement and Use of Proceeds 2 SECTION 1.03. Obligation to Repay Grant Upon Certain Events of Default 2 ARTICLE II - CONDITIONS OF THE GRANT SECTION 2.01. Conditions Precedent to the Grant 3 SECTION 2.02. Further Conditions Precedent to the Grant 3 ARTICLE III - REPRESENTATIONS, COVENANTS AND WARRANTIES SECTION 3.01. Representations and Warranties of the Grantee 3 SECTION 3.02. Covenants of the Grantee 4 SECTION 3.03. Accounts, Records and Reports 6 ARTICLE IV - EVENTS OF DEFAULT SECTION 4.01. Events of Default 8 SECTION 4.02. Remedies After an Event of Default 9 ARTICLE V - MISCELLANEOUS SECTION 5.01. Waivers, Consents 9 SECTION 5.02. Notices, Etc. 9 SECTION 5.03. No Waiver; Remedies 10 SECTION 5.04. Indemnity; Fees and Expenses 10 SECTION 5.05. Binding Effect; Governing Law 11 SECTION 5.06. Assignments 11 SECTION 5.07. Counterparts 11 SECTION 5.08. Severability 11 SECTION 5.09. Amendments, Changes and Modifications 11 SECTION 5.10. Term of the Agreement 12 EXHIBIT A Grant Data B -i- This GRANT AGREEMENT, dated as of the date indicated in Exhibit A attached hereto, which by this reference is made a part hereof, between the Iowa Finance Authority (the "Authority"), whose address is 2015 Grand Avenue, Des Moines, Iowa 50312 and the City of Waterloo (hereinafter the "Grantee"), whose address is as set forth on Exhibit A. WITNESSETH: WHEREAS, the Authority is a public instrumentality and agency of the State of Iowa authorized and empowered by the provisions of Chapter 16 of the Code of Iowa, as amended (the "Act") to assist in the protection, preservation, creation, and improvement of access to safe and affordable housing; and WHEREAS, the Iowans Helping Iowans Housing Assistance Program (the "Program") has been created within the Authority in accordance with Iowa Code section 16.40 and rules promulgated by the Authority and set forth in the Iowa Administrative Code Section 265, Chapter 40 (the "Rules") to provide financial assistance for the purpose of providing financial assistance for housing for victims of the natural disasters of 2010; and WHEREAS, the Grantee desires to receive monies from which to award financial assistance to eligible residents pursuant to the Program in order to facilitate the purposes of the Program as set forth in the Rules. NOW THEREFORE, for and in consideration of the premises and the respective covenants, agreements and representations hereinafter contained, the Grantee and the Authority hereby agree as follows: ARTICLE I AMOUNT AND TERMS OF THE GRANT SECTION 1.01. The Grant The Authority agrees, upon the terms and conditions hereinafter set forth, to make a Grant to the Grantee under the Program (the "Grant") in an amount not to exceed the amount shown in Exhibit A hereto in order to finance the costs of the Program. Upon fulfillment of the applicable conditions set forth in Article II, the Authority will make the Grant available to the Grantee from time to time, subject to the provisions of Section 1.02. SECTION 1.02. Disbursement and Use of Proceeds. (a) Disbursements of grant proceeds to the Grantee shall be made by the Authority following the receipt and approval by the Authority, in its sole discretion, of written payment requests from Grantee, following compliance by the Grantee with all conditions of this Agreement, including any Special Conditions as set forth in Exhibit A. required to be satisfied prior to disbursement of Grant proceeds. Such payment requests shall be submitted by Grantee for amounts tentatively committed by Grantee to eligible residents. (b) The Grantee shall submit to the Authority such supporting evidence as may be reasonably requested by the Authority 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. (c) Disbursements to the Grantee under this agreement shall be made by electronic funds transfer ("EFT"). The Authority shall make the Electronic Funds Transfer Authorization Form ("EFT Form"), attached hereto as Exhibit B, available to Grantee in electronic format. Unless it already has a valid EFT Authorization Form on file with the Authority, Grantee shall, prior to the first EFT, complete the EFT Form, print it, cause an authorized person to sign it, and return to IFA either an electronically scanned copy of the completed and signed EFT Form via e-mail or FAX or the original completed and signed EFT Form via U.S. mail, as directed on Exhibit B. SECTION 1.03. Obligation to Repay Grant Upon Certain Events of Default. Upon the occurrence of an Event of Default under paragraphs (a) or (b) of Section 4.01 hereof, the Authority may demand repayment of all or a portion of Grant proceeds disbursed hereunder. Grantee understands and agrees that the Grant is made in consideration of Grantee's covenants and warranties with respect to the Project and for the purpose of providing housing benefits for persons affected by the natural disasters of 2010, and that upon violation of such covenants or warranties, Grantee is obligated to immediately repay such amounts as are determined by the Authority to have been received by Grantee without fulfillment of Grantee's obligations with respect to such proceeds, up to the full amount of Grant proceeds which have been disbursed hereunder. Grantee agrees to pay to the Authority the amount specified in a written demand for repayment from the Authority, with interest on such amount at ten percent (10%) from the date of such written demand until paid. ARTICLE II CONDITIONS OF THE GRANT SECTION 2.01. Conditions Precedent to the Grant. The obligation and agreement of the Authority to make the Grant is subject to the conditions precedent that the Authority shall have received on or before the date of the Grant evidence that the Grantee has complied with any and all Special Conditions as set forth in Exhibit A required to be satisfied prior to Grant closing. ARTICLE III REPRESENTATIONS, COVENANTS AND WARRANTIES SECTION 3.01. Representations and Warranties of the Grantee. The Grantee represents and warrants as follows: B (a) All necessary authorizations or approvals or other actions by, or filings with, any governmental authority or regulatory body that may be required for the due execution, delivery and performance by the Grantee of this Agreement and other documents and agreements required to be delivered by the Grantee pursuant to this Agreement, have been obtained by the Grantee; (b) This Agreement and other documents and agreements required by this Agreement when delivered hereunder are and will be, legal, valid and binding obligations of the Grantee enforceable against the Grantee in accordance with their respective terms; (c) To the extent the Grantee will be acting jointly or in cooperation with other local government participants, Grantee has received all permissions or authorizations, and has entered into all necessary agreements, for the Grantee to so act, and the Grantee is authorized to act on behalf of the other local government participants with whom it will be acting jointly or in cooperation. SECTION 3.02. Covenants of the Grantee. The Grantee covenants as follows: (a) Grantee will award financial assistance to eligible residents consistent with this Agreement and the Rules, in accordance with the allocation set forth in Exhibit A, as said allocation may be modified from time to time, in the discretion of the Authority, pursuant to the Rules. (c) Grantee will comply with all Special Conditions as set forth in Exhibit A. (d) Grantee shall not discriminate against any eligible resident or applicant for financial assistance under the Program employment because of race, color, religion, creed, sex, sexual orientation, gender identity, national origin, age or disability. (e) The Grantee will comply in a1I material respects with all applicable laws, rules, ordinances, regulations and orders. SECTION 3.03. Accounts, Records and Reports. Grantee covenants to comply with the following accounting, recordkeeping, and reporting requirements: (a) The Grantee shall maintain books, records, documents, and other evidence pertaining to all costs and expenses incurred and revenues received under this Agreement to the extent and in such detail as will properly reflect all costs, direct and indirect, of labor, materials, equipment, supplies, services, and other costs and expenses of whatever nature, for which payment is requisitioned under this Agreement. (b) At any time during normal business hours and as frequently as is deemed necessary, the Grantee shall make available to the Authority, its auditor or the State Auditor, for their examination, all of its records pertaining to all matters covered by this agreement and permit these parties to audit, examine, make excerpts or transcripts from such records, contract, invoices, payrolls, personnel records, conditions of employment, and all other matters in connection with the Grant made under this Agreement. (c) If requested in writing by the Authority, the Grantee is required to have an audit of the Project conducted, to include all income and expenditures of Grant proceeds. This audit may be part of the next regular audit following the written request. If required, the audit report shall be submitted to the Authority within thirty (30) days after audit completion. Audits shall be performed in accordance with applicable provisions of law and tax codes. (d) All records pertaining to this Agreement and the Grant shall be retained for a period of three (3) years beginning with the date upon which the final disbursement under this Agreement is made. All records shall be retained beyond the three-year period if audit findings have not been resolved within that period. ARTICLE IV EVENTS OF DEFAULT SECTION 4.01. Events of Default The following events each constitute an Event of Default: (a) Any representation or warranty made by the Grantee under or in connection with this Agreement shall prove to have been incorrect in any material respect when made and shall not be made good within thirty (30) days after notice thereof to the Grantee by the Authority; or (b) The Grantee shall fail to perform or observe any other term, covenant, or agreement contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice thereof shall have been given to the Grantee by the Authority; or (c) The Grantee shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of all or a substantial part of the Grantee's property, (ii) admit in writing the Grantee's inability, or be generally unable, to pay the Grantee's debts as they become due, (iii) make a general assignment for the benefit of the Grantee's creditors, (iv) commence a voluntary case under the Federal Bankruptcy Laws (as now or hereafter in effect), (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, (vi) acquiesce in writing to, or fail to controvert in a timely or appropriate manner, any petition filed against the Grantee in an involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the forgoing; or (d) A case or other proceeding shall be commenced, without the application or consent of the Grantee, in any court of competent jurisdiction, seeking the liquidation, reorganization, dissolution, winding up, or composition or readjustment of debts, of the Grantee, the appointment of a trustee, receiver, custodian, Iiquidator or the like of the Grantee or of all or any substantial part of its assets, B or any similar action with respect to the Grantee under any laws relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding (other than an involuntary case under the Federal Bankruptcy Laws) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days, or in an involuntary case under the Federal Bankruptcy Laws (as now or hereinafter in effect) an order for relief against the Grantee shall be entered. SECTION 4.02. Remedies After an Event of Default. (a) Upon any occurrence of an Event of Default, the Authority or its agent may: (1) make no further disbursements under the Grant; and (2) take whatever action at law or in equity may appear necessary or desirable to enforce performance and observance of any obligation, agreement or covenant of the Grantee under this Agreement. (b) Upon an occurrence of an Event of Default under paragraph (a) or (b) of Section 4.01, the Authority may: (1) by written notice to the Grantee, demand repayment from the Grantee, in accordance with Section 1.03 hereof, of all or a portion of amounts previously disbursed under the Grant, whereupon such amounts shall become due and payable, without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Grantee; and (2) take whatever action at law or in equity may appear necessary or desirable to enforce Grantee's obligation under Section 1.03 to repay all or a portion of the Grant proceeds and to recover Grant proceeds. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Upon the occurrence of an Event of Default and at any time thereafter, the Authority or its agent may, at its option, exercise any and all of the rights and remedies available to it. ARTICLE V MISCELLANEOUS SECTION 5.01. Waivers, Consents. No waiver by the Authority of any default hereunder, nor consent to any departure by the Grantee from the provisions of this Agreement, shall in any event be effective unless the same shall be in writing and signed by the Authority and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given, and shall not operate as a waiver or consent with respect to any other default or departure or the same default or departure on a future occasion. SECTION 5.02. No Waiver; Remedies. No failure on the part of the Authority to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided at equity or by law. SECTION 5.03. Binding Effect; Governing Law. This Agreement shall be binding upon and inure to the benefit of the Grantee and the Authority and their respective successors and assigns, except that the Grantee shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Authority. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Iowa. SECTION 5.04 Assignments. This Agreement may not be assigned by the Grantee without the prior written consent of the Authority. SECTION 5.07. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, and such counterparts shall together constitute one and the same instrument. SECTION 5.08. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent whatever. SECTION 5.09. Amendments, Changes and Modifications. Except as expressly provided herein, this Agreement may not be effectively amended, changed, modified, altered or terminated without the written consent of the authorized representatives of the parties hereto. The Executive Director of the Authority, or designee, is the authorized representative of the Authority. The Authorized Representative of the Grantee is as specified in Exhibit A. SECTION 5.10. Term of the Agreement. This Agreement shall be in full force and effect from the date hereof and shall continue in effect until December 31, 2011. B EXHIBIT A GRANT DATA Date of Grant Agreement: August 24, 2010 Name and address of Grantee: City of Waterloo 620 Mulberry Street Waterloo, IA 50703 Authorized Representative of Grantee: Mayor Ernest G. Clark Initial allocation of grant funds: Up to $500,000.00, subject to Iowa Administrative Code, 265 --- 40.3(4). Grant funds beyond the initial allocation shall be allocated based on demonstrated need. Other Local Government Participants represented by Grantee (if any): None General Obligations. The Grantee shall administer the Program within its jurisdiction by processing applications for financial assistance under the Program and awarding financial assistance as appropriate. Grantee shall comply with the program rules and all other reasonable directives or requests of the Authority related to the Program. Grantee shall utilize forms, online applications, and similar materials provided by the Authority and shall keep all computer and other records up to date and current. No financial assistance shall be provided that is not documented by means of the appropriate forms or software, Special Conditions: Grantee shall cause its relevant personnel to participate in training provided by the Authority. Grantee shall use its best efforts to disburse 30% of its initial allocation within 30 days of the execution of this Agreement and shall begin disbursing financial assistance to eligible residents as soon as possible. Grantee shall cooperate with other local government participants and with the Authority in developing and using an outreach plan to inform potential applicants of the Program. All awards of financial assistance shall be acknowledged as being part of the Iowans Helping Iowans Housing Assistance Program. The Grantee shall be entitled to an administrative fee in an amount equal to five percent (5%) of the program funds loaned to eligible residents by Grantee plus reasonable inspection fees that have been pre -approved in writing by the Authority. Grantee shall make available all forms of financial assistance authorized by rule 265 40.5, Iowa Administrative Code. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated in Exhibit A hereto. (SEAL, if any) (SEAL) CITY 0 ,j'ATERLOO By: Title: IOWA FINANCE AUTHORITY By: Joseph O'Hern, Executive Director