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HomeMy WebLinkAboutThe Russell Lamson LC-8/2/2010 (2)The Parties Business Disaster Recovery Flood Insurance Reimbursement Program Contract CONTRACT # FIRP002 AWARD DATE: , 2010 PROJECT COMPLETION DATE: April 14, 2011 ADMINISTRATIVE ENTITY: City of Waterloo 715 Mulberry St Waterloo, Iowa 50703 CONTACT PERSON: Noel Anderson, Director of Community Planning & Development Email: noel.anderson@waterloo-ia.org Phone: (319) 291-4366 Fax: (319) 291-4262 BUSINESS: LM Holdings, LC d.b.a. The Russell Lamson, LC. 209 W 5th St Waterloo, Iowa 50701 CONTACT PERSON: Robert Heaton Email: bob@heatonadams.com Phone: (319) 232-1943 Fax: FORGIVABLE LOAN AMOUNT: $391 TERMS OF FORGIVENESS: PROJECT DESCRIPTION: ■ See Section 6 of the General This Forgivable Loan is provided by the Provisions attached hereto as Administrative Entity to the Business to reimburse Exhibit A. the Business for the purchase of a Flood Insurance Policy as provided in Exhibit A attached hereto and as described in its Application. Funds shall be used by the Business for reimbursement for one or more Flood Insurance Policies purchased by the Business and with a term beginning on or after January 1, 2010 and ending on or before December 31, 2010. 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- Business Disaster Recovery Flood Insurance Reimbursement Program General Provisions (_June_ 2010), (2) Exhibit B- Business's Promissory Note, (3) Exhibit C -Business's Application for Business Disaster Recovery Flood Insurance Reimbursement Program Assistance and all attachments or exhibits thereto, and (4) Exhibit D — List of Applicable Federal Laws. The Parties have entered into this Contract, effective as of the last date stated below (the "Contract Effective Date"). FOR THE ADMINISTRATIVE ENTITY: FOR THE BUSINESS: Signature Print Name and Title Date atu • r L4 L Print NArA and Title — G Date 4827-3746-7142'3\419462\00019 7/23/2010 EXHIBIT B — BUSINESS'S PROMISSORY NOTE PROMISSORY NOTE -FORGIVABLE LOAN FOR VALUE RECEIVED, the undersigned promises, in the event this Forgivable Loan is not forgiven, to pay to the order of the City of Waterloo (the "Administrative Entity"), at its office at 715 Mulberry Street the sum of THREE HUNDRED AND NINETY ONE DOLLARS ($391) with interest at a rate of 0 % plus, in the event of a default, any costs and expenses that may be assessed as allowed under Contract # FIRP002 (the "Contract") between the Administrative Entity and LM Holdings, LC d.b.a. The Russell Lamson, LC and as stated below. The terms and conditions by which forgiveness of this Loan may occur are as specified in the Contract. Upon default or breach by the undersigned of any of the terms and conditions of the Contract, as determined in the sole discretion of the Administrative Entity, the entire amount of this loan or such portion as determined by the Administrative Entity then disbursed to Business shall become immediately due and payable at the option of the holder. The undersigned, in case of suit on this note, agrees to pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorneys' fees incurred or paid by the Administrative Entity in collecting and/or enforcing this Note on default. Makers, endorsers and sureties waive demand of payment, notice of non- payment, protest and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note, and consent that the time or times of payment of all or any part hereof may be extended after maturity, from time to time, without notice. LM Holdings, LC d.b.a. The Russell Lamson, LC By: Signat r P L. Lcky'6 . meu"\ Pri Nlarrie, Title Address: 209 W 5th St Waterloo, IA 50701 Date 1- - 10 EXHIBIT A DISASTER RECOVERY FLOOD INSURANCE REIMBURSEMENT PROGRAM GENERAL PROVISONS (June 2010) 1. CONTRACT DURATION. This Contract is effective as of the Contract Effective Date stated on Page 1 and shall remain in effect through the term of the Flood Insurance Policy for which the Award is made and until the Administrative Entity has closed out the Contract and provided Business with written notice of Contract closeout. 2. DEFINITIONS. Capitalized terms used in this Contract shall have the following meanings: a. "Act" means the Act, as defined in the Recipient Contract. b. "Administrative Entity" means the city or county whose name is set forth on the first page of this Contract under the heading "Administrative Entity". c. "Application" means the application of the Business for assistance pursuant to the Program and all attachments thereto, attached hereto as Exhibit C. d. "Award" means the amount set forth and described as "Forgivable Loan Amount" on the first page of this Contract. e. "Business" means the business whose name is set forth on the first page of this Contract under the heading "Business". f. "Contract" means the Business Disaster Recovery Flood Insurance Reimbursement Program Contract and all exhibits attached thereto. g. "Contract Effective Date" shall have the meaning set forth on the first page of this Contract. h. "Disaster Event" means floods, storms and tornados which resulted in the declaration of a major disaster under Title IV of the Robert T. Stafford Disaster Relief and Emergency Act (42 U.S.C. Section 5721 et seq.) designated by the Federal Emergency Management Agency as Disaster No. 1763 that occurred between May 25, 2008 and August 13, 2008. i. "500 -Year Floodplain" means an area designated by the Federal Emergency Contract #FIRP002 2 Management Agency as having at least a 0.2% chance of flooding on an annual basis. j. "Flood Insurance Policy" means a policy of insurance which covers damage due to flooding and may include sewer/drain backup and business interruption coverage. k. "HUD" means the U.S. Department of Housing and Urban Development. I. "IDED" means the Iowa Department of Economic Development, an agency of the State of Iowa. m. "100 -Year Floodplain" means an area designated as a "special flood hazard area" on the most recent National Flood Insurance Program map for such area or an area designated by the Federal Emergency Management Agency as having at least a 1.0% chance of flooding on an annual basis. n. "Program" means the Business Disaster Recovery Flood Insurance Reimbursement Program administered by IDED as part of the grant to the State of Iowa under the HUD Community Development Block Grant program. o. "Recipient Contract" means the Disaster Recovery Flood Insurance Reimbursement Program General Provisions Contract between IDED and the Administrative Entity dated June 2010, pursuant to which the Administrative Agency received the funds for the Award. p. "Terms of Forgiveness" shall be the requirements that must be met by the Business as set forth in Section 6 hereof. 3. FUNDING. The source of funding for this Contract is a grant from IDED to the Administrative Entity for financial assistance to businesses in the form of reimbursement for the cost of one or more Flood Insurance Policies. 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 Administrative Entity's control may, in the sole discretion of the Administrative Entity, result in the termination, reduction or delay of funds to the Business. 4. ACKNOWLEDGEMENT OF OBLIGATIONS. Business acknowledges and agrees that: a) this Award is made in consideration of Business's representations and warranties described in this Contract, and b) upon violation of such covenants and warranties, Business is obligated to immediately repay any amounts the Administrative Entity determines Business received without fulfillment of Business's obligations under this Contract, plus applicable costs described in Section 13, all as further provided herein. 5. CONDITIONS TO DISBURSEMENT OF FUNDS; DISBURSEMENT TERMS. Disbursements of a portion or all of the Award will be made upon receipt by the Administrative Entity of a request for disbursement by the Business, which shall contain documentation of costs as requested by the Administrative Entity, including but not limited to evidence that the Business purchased a Flood Insurance Policy having a term beginning on or after January 1,2010 and ending on or before December 31, 2010. The Business shall submit to Administrative Entity such supporting evidence as may be reasonable requested by the Administrative Entity to substantiate all payments. No reimbursement shall be made for any such premiums paid prior to January 1, 2010. 6. TERMS OF FORGIVENESS. The Award is made in the form of a forgivable loan, which shall be forgiven if, at the end of the term of the Flood Insurance Policy for which the Award was made, the Business: a. has met all the terms contained in this Contract for the term of this Contract; b. did not cancel the Flood Insurance Policy, and the Flood Insurance Policy was not otherwise terminated, prior to the end of its term; and c. was located as provided in Section 7(g) during the term of the Flood Insurance Policy. 7. BUSINESS'S REPRESENTATIONS AND WARRANTIES. Business represents and warrants to Administrative Entity as follows: a. Authority and validity of obligations. Business has full right and authority to enter into this Contract. The person signing this Contract has full authority to sign this Contract on behalf of the Business, and to obligate the Business to the performance of each and all of the obligations under the Contract. b. Approvals received. This Contract delivered Contract #FIRP002 3 by the Business has been duly authorized, executed and delivered by the Business and constitutes the valid and binding obligation of the Business and is enforceable against the Business in accordance with its terms. Business has secured all necessary authorizations and approvals with any governmental, regulatory or governing board that may be necessary to permit Business to execute this Contract and comply with its terms. c. Governmental Approvals, Permits and Licenses. 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 has received all licenses, permits, and approvals of all Federal, state, and local governmental 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 governmental 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. f. Application. All statements of the Business contained in its Application, attached hereto as Exhibit C, including any attachments thereto (including but not limited to the Consent and Release Form, the Subrogation Agreement and the Duplication of Benefits Affidavit attached thereto), are true and correct as of the date hereof. g. Location of Business. Either (i) one or more of the buildings in which the Business is located suffered damage from water involving either overland flow or sewer backup as a result of the Disaster Event; or (ii) one or more of the buildings in which the Business is located are situated in either a 100 -Year Floodplain or a 500 -Year Floodplain. h. No Residences. The Business is not located in the residence of the owner of the Business. i. Term of Flood Insurance Policy. The term of the Flood Insurance Policy for which the Business is seeking reimbursement pursuant to this Contract began on or after January 1, 2010 and ends or ended on or before December 31, 2010. j. Duplication of Benefits. The Business has not received funds from any other source for the purpose of reimbursing the Business for the costs of any Flood Insurance Policy for which the Business receives reimbursement pursuant to this Contact. 8. EFFECTIVE DATE OF REPRESENTATIONS AND WARRANTIES. The warranties and representations of Section 7 are made as of the Date set forth on page one (1) of this Contract and shall be deemed to be ongoing representations during the term of this Contract. 9. COVENANTS OF BUSINESS. The Business covenants that: a. Performance Obligations. Business shall comply with all other terms of this Contract. Business shall promptly provide Administrative Entity with written notice of any major changes that would impact compliance with the covenants contained herein. b. Repayment Obligations. Upon (i) the occurrence of an unremedied Event of Default as described in Section 10, or (ii) a determination by IDED or HUD that the Award was granted to the Business in contravention of the federal and state rules and regulations for the Program, the Business agrees to immediately repay such amounts determined by IDED or the Administrative Entity to be due and payable. c. Required Reports. For the duration of this Contract the Business shall provide the Administrative Entity with such reports as requested by the Administrative Entity to assist in evaluation of the Program's effectiveness and to determine compliance with this Contract. Business shall promptly comply with all such requests. d. Disbursement Requests. Business shall prepare, sign and submit disbursement requests as specified in this Contract in the form and content required by Administrative Entity. Contract #FIRP002 4 Business shall review all disbursement requests and verify that claimed expenditures are allowable costs. Business shall maintain documentation adequate to support the claimed costs. e. Termination of Flood Insurance Policy. In the event the Flood Insurance Policy is terminated prior to the end of its term for any reason, the Business shall notify the Administrative Entity of such early termination. f. Duplication of Benefits. The Business shall promptly notify the Administrative Entity of the receipt of any funds received by the Business from any source whatsoever for the same purpose as the purpose of the Award pursuant to this Contract. g. Inspection and Audit. Business shall permit the Administrative Entity and its duly authorized representatives, HUD, IDED or other state and federal agencies and their duly authorized representatives to visit and inspect any of the Business's properties, books and financial records related to the purposes of the Award, to examine and make copies of the books of accounts and other financial records, and to discuss the affairs, finances and accounts with, and to be advised as to the same by, its officers, and independent public accountants (and by this provision Business authorizes such accountants to discuss with the Administrative Entity and the Administrative Entity's duly authorized representatives the finances and affairs of the Business) at such reasonable time and reasonable intervals as the Administrative Entity may designate. Routine inspections and audits performed by Administrative Entity will be at the Administrative Entity's expense. In the event any special audits are conducted at Administrative Entity's request, the cost of such special audits will be at Business's expense. h. Compliance with Laws. Business will comply in all material respects with the requirements of all federal, state and local laws, rules, regulations and orders including, but not limited to prevention of discrimination in employment, equal employment opportunity and affirmative action, worker rights and worker safety, including but not limited to those laws listed in Exhibit D attached hereto, and IDED's administrative rules for the Business Disaster Recovery Flood Insurance Reimbursement Program (261 IAC - Chapter 79), as such laws, rules, regulations, order and administrative rules may be amended from time to time. i. Compliance with Terms of Recipient Contract. Business acknowledges that it has read and understood the provisions of the Recipient Contract. Business shall comply with any and all terms of the Recipient Contract that either expressly or by implication apply to Business as a subrecipient under the Recipient Contract. j. Use of Award Funds. Business shall use Award funds extended under this Contract solely for the purposes set forth in this Contract. k. Notice of Proceedings. Business shall promptly notify the Administrative Entity of the initiation of any claims, lawsuits, or other proceedings brought against Business which would adversely impact the purposes of the Award. I. Accounting Records. Business shall maintain its books, records and all other evidence pertaining to this Contract in accordance with generally accepted accounting principles and such other procedures specified by Administrative Entity. These records shall be available to HUD, the Administrative Entity, its internal or external auditors, the Auditor of the State of Iowa, the Attorney General of the State of Iowa, IDED and the Iowa Division of Criminal Investigations at all times during the Contract duration and any extensions thereof, and for five (5) full years from the date this Contract is closed out by the Administrative Entity or longer in the event that litigation, audit or claims are commenced or instituted, in which case Business shall retain the records until the litigation, audit or claim has been fully resolved in the sole discretion of the Administrative Entity. m. Indemnification. Business shall indemnify, defend and hold harmless the Administrative Entity, IDED and their respective 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: (1) any claim, demand, action, citation or legal proceeding arising out of or resulting from the Award; (10 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; (iii) any claim, demand, action, citation or legal proceeding which results from an act or Contract #FIRP002 5 omission of Business or any of its agents in its or their capacity as an employer of a person; and (iv) any claim, demand, action, citation or legal or administrative proceeding arising out of or resulting from Business' breach of the terms and covenants set forth herein, including but not limited to claims made against the Administrative Entity by IDED and claims relating to the Administrative Entity's inability to comply with agreements with IDED as a result of Business' breach of the terms and covenants of this Contract. n. Conflict of Interest. (i) General. No persons identified in paragraph (ii) below who exercise or have exercised any administrative functions or responsibilities with respect to Community Development Block Grant ("CDBG") assisted activities, including the Award funds under this Contract, 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 personal or financial interest or benefit from a CDBG assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom such person has a family or business relationship, during their tenure and for one year thereafter. (ii) Persons covered. The conflict of interest provisions described in paragraph (i) of this subsection apply to any person who is an employee, agent, consultant, officer or elected or appointed official of IDED, the Administrative Entity or the Business as a sub -recipient of CDBG funds in the form of the Award funds under this Contract. 10. EVENTS OF DEFAULT. Any one or more of the following shall constitute an event of default (an "Event of Default") hereunder: a. Noncompliance with Contract. Default in the observance or performance of any 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, which proves untrue in any material manner, as determined in the sole discretion of the Administrative Entity; or c. Adverse Change in Financial Condition. Any change occurring 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, as determined in the sole discretion of the Administrative Entity; 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 inability to pay, its debts generally as they become due, (3) make an assignment for the benefit of creditors, (4) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property, (5) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (6) fail to contest in good faith any appointments or proceeding described below; or e. Appointment of Officials. A custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for either the Business or any substantial part of any of its respective property, or a proceeding described above shall be instituted against the Business and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) days. 11. REMEDIES UPON DEFAULT. If, after notice of default and opportunity to cure as provided in Section 12, there is an unremedied Event of Default, the Administrative Entity may, at its sole discretion, take any or all of the following actions: a. Terminate this Contract and all of the obligations of the Administrative Entity under this Contract on the date stated in such notice; b. Suspend pending disbursements and terminate further disbursements of Award funds; c. Require repayment of funds not used in compliance with this Contract; d. Declare the total amount of Award funds disbursed to Business, or any portion thereof in an amount determined in the sole discretion of the Administrative Entity to be forthwith due and payable, including any and all fees, charges and other amounts payable under this Contract. The Contract #FIRP002 6 total amount due shall be and become immediately due and payable without further demand, presentment, protest or notice of any kind; and/or e. Negotiate a repayment plan with Business for the Award in the event that the Event of Default is Business' noncompliance with the Terms of Forgiveness stated in this Contract. 12. NOTICE AND OPPORTUNITY TO CURE. The Business shall give the Administrative Entity notice of any Event of Default of which Business becomes aware. If Administrative Entity receives such notice or has reasonable cause to believe that an Event of Default has occurred under this Contract, the Administrative Entity shall issue a written Notice of Default to the Business, setting forth the nature of the alleged default in reasonable specificity, and providing therein a reasonable period of time, which shall not 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. 13. EXPENSES. Business agrees to pay to the Administrative Entity all expenses reasonably incurred or paid by Administrative Entity, including reasonable attomeys' 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. 14. TIMELY PERFORMANCE. The parties hereto agree that the dates and time periods specified in this Contract are of the essence to the satisfactory performance of this Contract. 15. CHOICE OF LAW AND FORUM. In the event any proceeding of a 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, or in Waterloo, Iowa, in the Black Hawk County District Court, 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, or the United States District Court for the Northern District of Iowa. 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 Administrative Entity, or its officers, employees or agents. The parties hereto waive any consent to such jurisdiction and venue of any such court as provided in this section and hereby waive any argument that venue in such forums is not convenient. 16. GOVERNING LAW. This Contract and the rights and duties of the parties hereto shall be governed by, and construed in accordance with the internal laws of the State of Iowa without regard to principles of conflicts of laws. 17. CONTRACT AMENDMENTS. The Contract may only be amended if done so in writing and signed by the Business and the Administrative Entity. 18. 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 return receipt requested, addressed as aforesaid or (iv) if given by any other means, when delivered at the addresses specified. 19. HEADINGS. Section headings used in this Contract are for convenience of reference only and are not a part of this Contract for any other purpose. 20. FINAL AUTHORITY. The Administrative Entity shall have the authority to reasonably assess whether Business has complied with the terms of this Contract. 21. WAIVERS. No waiver by the Administrative Entity of any default hereunder shall operate as a waiver of any other default or of the same default on any future occasion. No delay on the part of the Administrative Entity in exercising any right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right or remedy by Administrative Entity shall preclude future exercise thereof or the exercise of any other right or remedy. 22. COUNTERPARTS. This Contract may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 23. SURVIVAL OF REPRESENTATIONS. All representations and warranties made herein or in any other Contract document or in certificates Contract #FIRP002 7 given pursuant hereto or thereto shall survive the execution and delivery of this Contract and the other Contract documents and shall continue in full force and effect with respect to the date as of which they were made until all of Business's obligations or liabilities under this Contract have been satisfied. 24. SEVERABILITY OF PROVISIONS. Any provision of this Contract which is unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All rights, remedies and powers provided in this Contract or any other Contract document may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of law, and all the provisions of this Contract and any other Contract document are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Contract or any other Contract document invalid or unenforceable. 25. NONASSIGNMENT. This Contract may not be assigned by Business without prior written consent of the Administrative Entity. 26. TERMINATION. (a) This Contract may be terminated in the following circumstances: (i). By the Administrative Entity as a result of the Administrative Entity's determination of an Event of Default which remains uncured after any notice and cure period provided pursuant to this Contract; (ii). By the Administrative Entity as a result of the termination or reduction of funding to the Administrative Entity, or a unilateral modification made by IDED to the agreement between the Administrative Entity and IDED pursuant to which the Award funds are provided or any other event or circumstance beyond the control of the Administrative Entity that may cause the Administrative Entity to terminate this Contract, as determined in the sole discretion of the Administrative Entity; (iii). Upon mutual written agreement of the Administrative Entity and Business. (b) Upon termination of this Contract as provided in this section, no further disbursement of funds shall be made under this Contract to Business. In the event of termination of this Contract due to the occurrence and continuance of an Event of Default beyond any applicable notice and cure periods, the remedies provided in this Contract for such Event of Default shall apply. 27. 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. b. Exhibit A — Disaster Recovery Flood Insurance Reimbursement Program General Provisions (June 2010). c. Exhibit B - Business's Promissory Note. Contract #FIRP002 8 d. Exhibit C - Business's Disaster Recovery Business Assistance Program Application. e. Exhibit D — List of Applicable Federal Laws. 28. INTEGRATION. This Contract and all exhibits attached thereto contains the entire understanding between the Business and the Administrative Entity relating to this Award under the Program and any representations that may have been made before or after the signing of this Contract which are not contained herein are nonbinding, void and of no effect. Neither of the Parties has relied on any such prior representation in entering into this Contract.