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HomeMy WebLinkAboutCedar Valley Tech Works, Inc.-Grant Funds Agreement-08.17.2009 611q J ; '-i7-65 .14.0. a.609 - g )1 AGREEMENT BETWEEN THE CITY OF WATERLOO THROUGH THE COMMUNITY DEVELOPMENT BOARD AND CEDAR VALLEY TECH. WORKS, INC. REHABILITATION FOR THE USE OF PROGRAM YEAR 2008 ECONOMIC DEVELOPMENT INITIATIVE FUNDS THIS AGREEMENT, entered into this 1st day of July, 2009,by and between the City of Waterloo, acting by and through the Community Development Board of Waterloo ("City"), and Cedar Valley Tech. Works, Inc. ("SUBRECIPIENT"); WHEREAS,the City is the RECIPIENT of Economic Development Initiative (EDI) funds granted by the U.S. Department of Housing and Urban Development(HUD)Appropriation Act of 2008 (Public Law 110- 161); and WHEREAS,the City wishes to utilize Economic Development Initiative (EDI) funds to assist the SUBRECIPIENT in renovation, construction and build-out of the Cedar Valley Tech. Works Technology Center. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: PART I 1. PURPOSE AND SCOPE OF SERVICES: The SUBRECIPIENT shall renovate the Cedar Valley Tech. Works facility(Building R)to house offices, a laboratory and training space meeting the national objective of Economic Development, slum and blight(the "Project"). PY08-Cedar Valley Tech. Works,Inc. Page] 7/01/09 B. Development of architectural designs for the Project shall be the responsibility of the SUBRECIPIENT, subject to written concurrence by the City. C. Upon request,the City shall provide technical assistance regarding bidding procedures and awarding of subcontracts under this Agreement. The SUBRECIPIENT shall be responsible for all bidding procedures and subcontractual arrangements. All procedures shall be carried out in accordance with all federal, state and local standards, and shall be monitored by the City. SUBRECIPIENT shall submit draft bid documents to the City for review and approval prior to requesting bids. D. The Project shall be completed in compliance with all applicable state and local building codes; and upon completion, shall be operated in compliance with all applicable state and local codes and ordinances. The SUBRECIPIENT agrees the funds shall be used solely for the purpose of providing a renovated facility as detailed in Part I.1.A of this Agreement. E. Within 30 days of this Agreement a mortgage will be recorded in the appropriate office of the Black Hawk County Recorder for ONE HUNDRED SEVENTY-SIX THOUSAND, FOUR HUNDRED AND NO/100 DOLLARS ($176,400.00) for 15 years. F. A 15-year forgivable mortgage will be placed on the property. If the property remains the Cedar Valley Tech. Works, Inc. facility for 15 years,the mortgage will be released and forgiven. However, if the property is sold or not used for the stated purpose any time during the 15 years,the funds will be repaid in full. 2. TIME OF PERFORMANCE: The SUBRECIPIENT shall perform according to the following schedule: A. Program Element Deadline 1. Execute Contract for Project Tuly 1, 7009 2. Acquisition of Property(if applicable) NLA 3. Design and Engineering June 1, 7009 4. Advertise for Construction Bids (if applicable) August 15, 2009 5. Selection of Contractor(if applicable) October 1, 2009 6. Preconstruction Conference (if applicable) October R, 2009 7. Project Start Date November 1, 2009 8. Project Completion Date Tune 30, 7011 9. Monitoring Period 15 Years This schedule is subject to change by mutual agreement of both parties in writing. PY2008-Cedar Valley Tech. Works,Inc. Page 2 7/01/09 3. PROPOSED PROJECT BUDGET: Amount Total Project Costs $6,6R4,01'3.00 Total SUBRECIPIENT Grant $ 176,400.00 BIJDGFT Breakdown Expenditures Amount HVAC,Plumbing,Electrical in Building $2,842,346.00 Convert Central Freight Elevator to passenger $ 442,750.00 Sprinkler System 4 floors $ 333,960.00 4 Floor"White Box" $1,627,457.00 NABIL Tenant Improvements $1,150,000.00 Other Building Improvements $ 287,500.00 Total Uses $6,684,013.00 Sources of Funds: Private Matching Dollars $1,557,613.00 State Grants $3,000,000.00 City of Waterloo—EDI Grant Program Year 2006 $ 350,000.00 City of Waterloo—EDA Grant $1,600,000.00 City of Waterloo—EDI Grant Program Year 2008 $ 176,400.00 Total Sources $6,684,013.00 4. COMPENSATION AND METHOD OF PAYMENT: The City shall pay and the SUBRECIPIENT agrees to accept in full no more than ONE HUNDRED SEVENTY-SIX THOUSAND,FOUR HUNDRED AND NO/100 ($176,400.00) (hereinafter"Grant") for performance under this Agreement, as follows: A. Requests for funds shall only be approved on a reimbursement basis. Payment will be requested for eligible obligations that have been incurred by the SUBRECIPIENT in carrying out the activity for which the funds have been approved in accordance with the Project budget. B. Based on the approved budget,partial payments shall be made upon presentation of(i)purchase agreements and invoices, and/or(ii)other source documents. Payments will be made for eligible expenses actually incurred by the SUBRECIPIENT, and not to exceed actual as requirements. C. All payments under this Agreement are subject to receipt by the City of sufficient federal funds for the EDI program. EDI funds shall be drawn from the U.S. Treasury by the City through the Line of Credit Control System(LOCCS). The City shall retain exclusive direct access rights to the LOCCS system. All PY2008-Cedar Valley Tech. Works,Inc. Page 3 7/01/09 access to the LOCCS system will be by duly authorized persons designated by the City as approved by HUD. Any termination,reduction or delay of receipt of EDI funds to the City shall, at the option of the City,result in the termination,reduction or delay of EDI funds to the SUBRECIPIENT. 5. TERMS AND CONDITIONS: A. The City shall have no responsibility or liability for the maintenance, operation or program funding for the SUBRECIPIENT. B. During the period of this Agreement, effective as of the start of the Project,the SUBRECIPIENT shall, at its own expense,procure and maintain all-risk property damage and liability insurance. Property damage coverage shall not be less than the current market value of the property. Liability coverage shall include contractual insurance as well as comprehensive form insurance, and shall provide coverage of not less than$250,000 bodily injury per person, $500,000 bodily injury per occurrence, and$100,000 property damage. Certificates or copies of said policies, naming the City as an additional insured, and providing for thirty(30)days' advance notice to the City before cancellation, shall be delivered to the City within ten(10) days after execution of this Agreement. A renewal certificate shall be provided to the City prior to expiration of any policy. The SUBRECIPIENT shall provide Workers'Compensation Insurance coverage for all employees involved in the performance of the Project work contemplated by this Agreement. C. Until at least completion of the Project the SUBRECIPIENT or successors or assigns shall, in a manner satisfactory to the City, fulfill its stated purpose as outlined in Part I.1.A of this Agreement. D. In the event the SUBRECIPIENT defaults in the performance or observance of any covenant, agreement or obligation set forth in this Agreement, and if such default remains uncured for a period of thirty(30) days after notice thereof shall have been given by the City to the SUBRECIPIENT (or for a period of sixty(60)days after such notice if such default is curable but requires acts to be done or conditions to be remedied which,by their nature, cannot be done or remedied within such 30-day period and thereafter SUBRECIPIENT fails to diligently and continuously prosecute the same to completion within such 60- day period),then the City may declare that the SUBRECIPIENT is in default hereunder and may take any one or more of the following steps, at its option: 1) by mandamus or other suit, action or proceeding at law or in equity, require the SUBRECIPIENT to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of the City hereunder, or obtain damages caused to the City by any such default; 2) have access to and inspect, examine and make copies of all books and records of the SUBRECIPIENT which pertain to the Project; 3) declare a default of this Agreement,make no further disbursements, and demand immediate repayment from the SUBRECIPIENT of any funds previously disbursed under this Agreement; 4) terminate this Agreement as provided in Section 11 of Part II of this Agreement; and PY2008-Cedar Valley Tech. Works, Inc. Page 4 7/01/09 5) take whatever other action at law or in equity may appear necessary or desirable to enforce the obligations, covenants and restrictions of the SUBRECIPIENT hereunder including but not limited to the recovery of funds. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of the City to enforce the same or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times. E. Except as provided herein,the terms of this Agreement shall be effective from the date of execution and for fifteen(15)years thereafter, or until all required reports are filed, if later. F. The SUBRECIPIENT agrees to comply with all applicable federal, state, and local laws and regulations governing the funds provided under this Agreement. EDI regulations are published in 24 CFR Part 570. G. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The SUBRECIPIENT shall at all times remain an independent contractor with the respect to the services to be performed under this Agreement. The City shall be exempt from payment of all unemployment compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the SUBRECIPIENT is an independent contractor. H. The SUBRECIPIENT shall not sell, assign or transfer any legal or equitable interest in the property at any time prior to June 30, 2024 without written concurrence of the City; but in such event,the SUBRECIPIENT shall pay to the City the total grant relating to the property sold or, if the SUBRECIPIENT discontinues its program,the SUBRECIPIENT shall pay to the City the grant then due. I. All projects shall adhere to the project requirements found in Subpart E of 24 CFR Part 570, as applicable, with the type of project assisted. 6. PROGRAM PROCEEDS: At the end of the Project, any program income generated from this funding source will be returned to the City. PART II 1. PERFORMANCE AND REPORTING: A. The SUBRECIPIENT shall direct all notices,reports, insurance policies, and other communications related to or required by this Agreement to the office of the Waterloo Community Development Director, 620 Mulberry Street, Suite 202, Waterloo, IA 50703. Any notice required or to be given under this Agreement shall be given by ordinary mail to the other party at the address of such party stated herein or, if none,then to the last known address of such party. PY2008-Cedar Valley Tech. Works,Inc. Page 5 7/01/09 B. Until the completion of the Project and expenditure of all EDI funds disbursed under this Agreement,the SUBRECIPIENT shall submit monthly reports describing progress of the Project activities by the fifteenth day of each month. C. Not later than August 1, 2011,the SUBRECIPIENT shall provide the City with a certified statement of the expenditure of funds disbursed under this Agreement. D. Following completion of the Project and continuing for the term of this Agreement,the SUBRECIPIENT shall submit annual reports(July 1 —June 30)by the first day of August. The annual report shall, at a minimum, include the number of businesses assisted,jobs created and a narrative of project highlights. Annual reports shall also include a summary of the Project goals,the method of data collection and the program outcome. E. Non-Federal entities that expend$500,000 or more of total Federal funds, shall have a single or program specific audit report which meets the specifications set forth in OMB Circular A-133, "Audits of Institutions of Higher Education and other Non-Profit Organizations,"and which disclosed the expenditure of EDI funds allocated for this Project. Audit report shall be submitted 30 days after completion. F. Non-Federal entities that expend less than$500,000 a year in Federal Awards are exempt from Federal audit requirements for that year,but records must be available for review or audit by appropriate officials of the Federal agency,pass-through entity, and General Accounting Office. 2. OTHER REPORTS,AUDITS AND INSPECTIONS: A. The SUBRECIPIENT shall promptly furnish the City or HUD with such statements,records,data and information as the City or HUD may reasonably request pertaining to this Agreement. B. During the term of this Agreement, at any time during normal business hours,the SUBRECIPIENT shall make available to the City, HUD and/or the Comptroller General of the United States, or their duly authorized representatives, all of the SUBRECIPIENT's records in order to permit examination of any audits, invoices,materials,payrolls,personnel records, conditions of employment, and other data relating to all matters covered by this Agreement. C. The SUBRECIPIENT shall retain financial records, supporting documents, statistical records, and all other records pertaining to expenditures under this Agreement for a period of five (5)years from the date of submission of the final report on August 1, 2024. 3. ADMINISTRATIVE REQUIREMENTS: A. Financial Management The requirements of applicable sections of OMB Circular A-122 "Cost Principles for Non-Profit Organizations," and OMB Circulars A-110, "Grants and Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations," and 1997 A-133, "Audits of States, Governments and Non-Profit Organizations," shall apply to the use of funds disbursed under the PY2008-Cedar Valley Tech. Works, Inc. Page 6 7/01/09 Agreement to utilize adequate internal controls, and maintain necessary source documentation costs incurred. The SUBRECIPIENT shall submit draft bid documents to the City for review and approval prior to requesting bids. B. Documentation and Record Keeping 1) Records to be maintained The SUBRECIPIENT shall maintain all records that are pertinent to the activities to be funded under this Agreement, including but not limited to: a. Records providing a full description of each activity undertaken; b. Records documenting compliance with the fair housing and equal opportunity components of the EDI program; and c. Financial records as required by OMB Circular A-122, and/or OMB Circular A-133 and/or OMB Circular A-110. 2) National Objectives and Eligibility The SUBRECIPIENT agrees to maintain documentation demonstrating the activities carried out with funds provided under this Agreement meet the Economic Development activity, slum/blight national objective. C. Procurement 1) Compliance In the event of termination for cause as provided in Paragraph 11 or termination for convenience as provided in Paragraph 12, a pro-rated portion of program assets(unexpended program income, property, equipment, etc.) attributable to the City's EDI investment shall revert to the City upon termination of this Agreement, as provided in Paragraphs 11 or 12 of this Agreement. 2) OMB Standards The SUBRECIPIENT shall procure materials in accordance with the requirements of A-133, A-122, Attachment 0 of OMB Circular A-110, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards, covering utilization and disposal of property. D. Amendments The City or SUBRECIPIENT may amend this Agreement at any time provided that such amendments are executed in writing and signed by a duly authorized representative of both organizations. Such amendments shall not invalidate this Agreement,nor relieve or release the City or SUBRECIPIENT from its obligations under this Agreement except to the extent stated in any amendment. PY2008-Cedar Valley Tech. Works, Inc. Page 7 7/01/09 E. Certifications By execution of this Agreement,the SUBRECIPIENT certified that all contractors, subcontractors, and/or eligible suppliers to be used on the Project are eligible to participate in the federal EDI Program, and that they are not on any debarred, suspended, or ineligible list. 4. NON-DISCRIMINATION AND AFFIRMATIVE MARKETING: No person shall be excluded from or denied the benefits of the SUBRECIPIENT's service on the basis of age, race, color, religion, creed,national origin, sex,marital status, disability, or sexual orientation. All current and prospective project beneficiaries must,however,be person in need of the programs provided by the SUBRECIPIENT. 5. SECTION 504 COMPLIANCE: The SUBRECIPIENT confirms that no otherwise qualified individual with handicaps shall, solely by reason of his/her handicap,be excused from participation in, be denied benefits of or be subjected to discrimination. This does include, but is not limited to,housing, employment and the delivery of services and programs. 6. EQUAL EMPLOYMENT OPPORTUNITY: The SUBRECIPIENT certifies that it is an "Equal Opportunity Employer" and that it will comply with Chapter 216 (State Civil Rights) of the Iowa Code, and all applicable regulations of the U. S. Department of Housing and Urban Development pertaining to equal opportunity and affirmative action employment. Further,the SUBRECIPIENT shall ensure that all contracts for work under this Agreement contain appropriate equal employment opportunity statements. 7. SECTION 3: In conformance with the requirements of Section 3 of the Housing and Community Development Act of 1968,to the greatest extent feasible the SUBRECIPIENT must award contracts for work to be performed to eligible business concerns located in or owned by residents of the target area to ensure that the employment and other economic opportunities generated by Federal financial assistance for housing and community development programs shall,to the greatest extent feasible, be directed toward low-and very- low income persons,particularly those who are SUBRECIPIENTs of government assistance for housing(See 24 CFR 570.607(b)). 8. W/MBE: The SUBRECIPIENT will use its best efforts to afford minority and women-owned business enterprises(at least fifty-one(51)percent owned and controlled by minority group members or women)the maximum practicable opportunity to participate in the performance of the Agreement. PY2008-Cedar Valley Tech. Works, Inc. Page 8 7/01/09 9. ENVIRONMENTAL ASSESSMENT AND HISTORIC PRESERVATION: The SUBRECIPIENT shall comply with all applicable environmental assessment and historic preservation requirements of HUD and the State Historic Preservation Officer of Iowa. 10. LEAD-BASED PAINT POISONING PREVENTION: The SUBRECIPIENT shall comply with requirements of the federal regulations concerning the Lead-Based Paint Poisoning Prevention Act and HUD regulations hereunder: A. Department of Housing and Urban Development(24 CFR Part 35) Requirements for Notification, Evaluation and Reduction of Lead-Based Paint Hazards in Federally Owned Residential Property and Housing Receiving Federal Assistance, and B. Environmental Protection Agency (40 CFR Part 745) Lead; Requirements for Hazard Education Before Renovation of Target Housing. 11. TERMINATION OF AGREEMENT FOR CAUSE: If the SUBRECIPIENT fails to fulfill its obligations under this Agreement in timely and proper manner, or if the SUBRECIPIENT violates any of the terms, agreements or stipulations of this Agreement,the City shall thereupon have the right to terminate this Agreement by giving written notice to the SUBRECIPIENT of such termination, specifying the default or defaults, and stating that this Agreement shall be terminated 30 days after giving of such notice unless such default or defaults are remedied within such cure period or sixty(60) days after such notice if such default is curable but requires acts to be done or conditions to be remedied which,by their nature, cannot be done or remedied within such 30-day period, unless thereafter SUBRECIPIENT diligently and continuously prosecutes the same to completion within such 60-day period. In the event of such termination,the SUBRECIPIENT shall promptly repay to the City the full grant/loan amount or that portion of the amounts, which have been disbursed to the SUBRECIPIENT prior to such termination. In accordance with 24 CFR 85.43 this Agreement may be terminated if SUBRECIPIENT materially fails to comply with any term of the Agreement. 12. TERMINATION OF AGREEMENT FOR CONVENIENCE: This Agreement may be terminated in whole or in part upon the mutual agreement of the parties hereto, in which case the City and the SUBRECIPIENT shall agree upon the termination conditions, including the effective date,the disposition of contract amounts, and in the case of partial termination,the portion to be terminated. However, if, in the case of partial termination,the City determines that the remaining portion of the award will not accomplish the purposes for which the award was made, and the award is terminated in its entirety,the SUBRECIPIENT shall promptly repay to the City the full grant/loan amount or that portion of the amount which has been disbursed to the SUBRECIPIENT prior to such termination. Termination for convenience may be exercised in accordance with 24 CFR 85.44. PY2008-Cedar Valley Tech. Works, Inc. Page 9 7/01/09 13. INTEREST OF CERTAIN FEDERAL AND OTHER OFFICIALS: A. No member or delegate to the Congress of the United States, and no resident Commissioner, shall be admitted to any share or part of this Agreement, or to any benefit to arise herefrom. B. No member of the governing body of the City, no officer, employee, official or agent of the City, or other local public official who exercises any functions or responsibilities in connection with the review, approval or carrying out of the Project to which this Agreement pertains, shall have any private interest, direct or indirect, in this Agreement while in office and for one year after holding the position. C. No federal funds appropriated under this Agreement shall be paid, by or on behalf of the SUBRECIPIENT,to any person for influencing or attempting to influence a member of Congress, an officer or employee of Congress or any federal agency in connection with the awarding of any federal contract,the making of any federal grant,the making of any federal loan,the entering into of any cooperative agreement, and the extension, continuation,renewal, amendment or modification of any federal contract, grant, loan or agreement. 14. INTEREST OF THE SUBRECIPIENT: The SUBRECIPIENT covenants that it has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services to be undertaken through this Agreement. The SUBRECIPIENT further covenants that in the performance of this Agreement,no person having such an interest shall be employed by the SUBRECIPIENT. 15. GRANTOR RECOGNITION: All activities, facilities, and items utilized pursuant to this Agreement shall be prominently labeled as EDI funded. In addition,the SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. 16. ASSIGNABILITY: The SUBRECIPIENT shall not assign or transfer any interest in this Agreement without the prior written approval of the City. Any assignment made without such consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. 17. HOLD HARMLESS PROVISION: The SUBRECIPIENT shall indemnify, defend and hold harmless the City, its officers, employees and agents from all liability, loss, cost, damage and expense(including reasonable attorney's fees and court costs) resulting from or incurred by reason of any actions based upon the negligent acts or omissions of the SUBRECIPIENT's employees or agents during the performance of this Agreement. PY2008-Cedar Valley Tech. Works, Inc. Page 10 7/01/09 18. SEVERABILITY CLAUSE: If any one or more of the provisions contained in this Agreement are held to be invalid, illegal, or unenforceable,the provisions of this Agreement shall be deemed severable and the remainder of the Agreement shall remain in full force and effect. 19. LIMITATIONS OF CITY LIABILITY-DISCLAIMER OF RELATIONSHIP: The City shall not be liable to the SUBRECIPIENT,or to any party, for completion of or failure to complete any improvements,which are part of the Project. Nothing contained in this Agreement, nor any act or omission of the City or the SUBRECIPIENT, shall be construed to create any special duty,relationship,third- party beneficiary,respondent superior, limited or general partnership,joint venture, or any association by reason of the SUBRECIPIENT's involvement with the City. 20. FEDERAL LAWS: By virtue of the federal funding provided for under this Agreement,the SUBRECIPIENT and all other parties shall be bound by and adhere to all applicable laws,rules,policies, orders,and directions. 21. RESPONSIBILITY FOR PROGRAM REGULATIONS: The SUBRECIPIENT is responsible for all regulations contained in 24 CFR Part 570 as it may be amended from time to time. The Community Development Board shall attempt to forward copies of the updated regulations as they become available, however,the SUBRECIPIENT shall be ultimately responsible for securing said updates. 22. UNIFORM ADMINISTRATIVE REQUIREMENTS: The SUBRECIPIENT must comply with applicable uniform administrative requirements, as described in 24 CFR Part 570.502. 23. RELIGIOUS ORGANIZATIONS: Religious organizations receiving EDI funds shall comply with 24 CFR 570.200. 24. ENFORCEMENT OF THE AGREEMENT: This Agreement shall be enforceable pursuant to the provisions of the mortgage and restrictive covenants along with all legal and equitable remedies available to the parties pursuant to local, state and federal law. SUBRECIPIENT shall furnish the mortgage and restrictive covenants to the participating jurisdiction, in a form acceptable to the participating jurisdiction,prior to any funds being disbursed. 25. REVERSION OF ASSETS: Upon expiration of the Agreement, any real property that was acquired or improved in whole or in part with EDI funds in excess of$25,000 shall meet the requirements set forth in 24 CFR 570.503(b)(7). PY2008-Cedar Valley Tech. Works, Inc. Page 11 7/01/09 26. RELOCATION: EDI projects involving rehabilitation, conversion, or demolition may be subject to the provisions of the Uniform Relocation Act(URA). URA relocation requirements are triggered whenever displacement occurs as a direct result of rehabilitation, demolition or acquisition for an EDI — assisted project. Section 104(d) requirements may be triggered by "demolition" or "conversion" of units when EDI funds are used. Acquisition only does not trigger Section 104(d). 27. HANDICAP ACCESSIBILITY The SUBRECIPIENT shall comply with the Architectural Barriers Act and the Americans with Disabilities Act as set forth in 24 CFR 570.614. IN WITNESS WHEREOF,the Parties hereto have executed this Agreement effective as of the 1st day of July, 2009. CITY OF WATERLOO CEDAR VALLEY TECH. WORKS,INC. 715 Mulberry Street 10 West Fourth Street, Suite 310 Waterloo,Iowa 50703 Waterlo• e 'a 5070 Joi BY: /�'�� _Jae-_j ./ BY: 40 imothy J. H / Steve D st,President and CEO Mayor Greater Cedar Valley Alliance ATTEST: ATTEST: / a4 Nancy Cary E 'Darr.' , General Manager City Cler Cedar Valley Tech. Works, Inc. PY2008-Cedar Valley Tech. Works,Inc. Page 12 7/01/09