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HomeMy WebLinkAboutSpurling Place Agreement 12-4-18 Agenda HH-AH-2018-05-Spurling Place Homeless Housing Grant Agreement Spurling Place Project 11/2018 Page 1 of 8 HOMELESS NESS /AFFORDABLE HOUSING PROGRAM GRANT AGREEMENT This Homelessness Housing Program Grant Agreement ("Agreement") is entered into between KITTITAS COUNTY, a political subdivision of the State of Washington (the "County"), and HOPESOURCE, a Washington non-profit corporation ("Recipient"). ARTICLE I — PURPOSE AND TERM Section 1.1 Purpose: The purpose of this Agreement is to distribute affordable housing surcharge funds awarded pursuant to the applicable provisions of RCW 36.22.178 and homeless housing surcharge funds awarded pursuant to the applicable provisions of RCW 36.22.179-1791. Section 1.2 Term: This Agreement shall take effect _____________, 2018 and terminate on December 31, 2019 . ARTICLE II — GRANT AMOUNT, USE AND BUDGET Section 2.1 Grant Amount: The Recipient is awarded a total of up to Five Hundred Thousand dollars ($500,000.00) (the "Grant Award") to be administered as follows as Grant Award HA-2018-05. Section 2.2 Use of Grant. The Recipient shall use the Grant Award solely for the purposes and in the manner described in Exhibit A – Scope of Work. The funds are to be used for the development of ____ units of affordable housing serving households at or below _____ of the area median income, to be known as “Spurling Place”, located on parcel # 771533, approximately 1200 -1400 N. Rainer St., Ellensburg WA 98926 (address pending) (the “Project”). The County acknowledges that a portion financing for the Project will be provided by low income housing tax credit investors. Consequently, the Project is owned by Spurling Court Associates LLLP, a Washington limited liability limited p artnership (the “Partnership”), the general partner of which is Spurling Court Associates GP LLC, and a Washington limited liability company, the sole member of which is the Recipient. One or more low income tax credit investors will be admitted to the Pa rtnership as limited partners. Upon its receipt of the Grant Funds, the Recipient will provide the funds to the Partnership, to be used solely for the purposes set forth in Exhibit A. . HH-AH-2018-05-Spurling Place Homeless Housing Grant Agreement Spurling Place Project 11/2018 Page 2 of 8 Section 2.3 Budget. The Grant Award shall be expended by the Recipient as set forth in Exhibit A —and as further authorized by the enabling resolution of the Kittitas County Board #2018-____. ARTICLE III — DISBURSEMENTS Section 3.1 Disbursement of Grant Award Funds. The Grant Award shall be disbursed to Recipient in a single disbursement, the proceeds of which will be used by the Recipient to provide the funds to the Partnership which will use the proceeds to pay those items identified on Exhibit A hereto. . Section 3.2 Disbursement Without Prejudice. Any disbursement made by the County to the Recipient shall be without prejudice to the County's rights later to challenge the propriety of the Recipient's claimed costs or expenses. ARTICLE IV—REPORTS AND RECORDKEEPING Section 4.1 Quarterly Progress Reports. At least quarterly the Recipient shall provide the County, a summary report identifying the progress on the development of the Project. Such report will include an update on funding applications and awards, the selection of project funders, the estimated schedule for construction commencement and completion of the Project and construction progress. Quarterly Reports are due on the 15th of January, April, July and October commencing as of April 15, 2019 and continuing through completion of the development of the Project. Please send an electronic copy of each report to: Kittitas County Homeless and Affordable Housing Committee Debbie Myers, Kittitas County Board of Commissioners office Kittitas County Auditor’s Office, Judy Pless Section 4.2 Record Retention; Review. The Recipient shall maintain records sufficient to fully document its compliance with all contractual, grant and legal requirements , for not less than six years from the last date of work performed or reimbursement pursuant to this agreement, whichever is later. Upon reasonable advance notice, the Recipient shall provide the County its authorized agents, and State or Federal agencies having audit authority related to this Agreement with full access to all of the Recipient's records relating to this Agreement or the Project. The Recipient agrees to shall defend, indemnify and hold harmless the County and its appointed and elective officers, agents and employees, from and against all loss or expense for any audit exceptions or other irregularities in its performance or recordkeeping, including but not limited to impermissible or unauthorized use of Grant Award funds. This section shall survive termination of this Agreement. HH-AH-2018-05-Spurling Place Homeless Housing Grant Agreement Spurling Place Project 11/2018 Page 3 of 8 ARTICLE V — CONTRACT ADMINISTRATION AND NOTICES Section 5.1 Personnel. The Recipient will secure at its own expense all labor and materials required to perform any work in connection with the Project. The Recipient shall be responsible for all applicable payr oll, labor and industries premiums, and taxes. All employees and subcontractors of the Recipient shall be covered by Industrial Insurance in full compliance with title 51 of the Revised Code of Washington ("RCW"). Section 5.2 Contract Representatives. The parties' designated representatives shall be responsible for the administration of this Agreement and for receiving notices given in connection with this Agreement. The following are designated as the representatives of the parties. FOR THE COUNTY: Judy Pless, Budget & Finance Manager County Auditor’s Office 205 West 5th – Suite 105 Ellensburg WA 98926 509-962-7502 judy.pless@co.kittitas.wa.us FOR THE RECIPIENT: Susan K. Grindle, CEO 700 E. Mountain View Ave. Ellensburg, WA 98926 509-925-1448 skgrindle@hopesource.us A party may change its designated representative or address by providing written notice to the other party. Section 5.3 Notices. Any notice required or permitted to be made under thi s Agreement may be given personally, by facsimile, or by first -class, registered or certified mail. A notice personally delivered to the other party is deemed given upon proper delivery. A notice sent by first -class, registered or certified mail is deemed given three days after mailing, if properly addressed and having proper postage. Notices delivered by facsimile shall be deemed to have been given on the date of transmission if received during the recipient's business day or, if not, on the recipient's ne xt business day. E-mail addresses, if listed in this Agreement, are provided only for convenience and not for notice purposes. ARTICLE VI — INSURANCE Section 6.1 HH-AH-2018-05-Spurling Place Homeless Housing Grant Agreement Spurling Place Project 11/2018 Page 4 of 8 Recipient shall maintain general liability insurance in an amount sufficient to meet its obligations under Article VII. ARTICLE VII – INDEMNIFICATION Section 7.1 Indemnification. To the fullest extent permitted by law, the Recipient shall indemnify, defend and hold harmless the County, the HAHC and the BOCC, and all County officials, officers, employees , agents and each of them, from and against all claims in any way resulting from or arising out of the performance of this Agreement, whether such claims arise from the actual or alleged acts, errors or omissions of the Recipient, its subcontractors, third parties, the County, the HAHC or the BOCC, or anyone directly or indirectly employed or supervised by any of them or anyone for whose acts, errors or omissions any of them may be liable. "Claim" means any loss, cl aim, suit, action, liability, damage or expense of any kind or nature whatsoever, including but not limited to attorneys' fees and costs, attributable to personal or bodily injury, sickness, disease or death, or to injury to or destruction of property, inc luding the loss of use resulting therefrom. Section 7.2 Recipient’s Duty to Indemnify. The Recipient's duty to indemnify, defend and hold harmless includes but is not limited to claims by th e Recipients or any subcontractor’s officers, employees or a gents. The Recipient's duty, however, does not extend to claims arising from the sole negligence or willful misconduct of the County, the HAHC or the BOCC, or of the officials, officers, employees, agents or representatives of the County, the HAHC or the BOCC. Section 7.3 Waiver of RCW Title 51 Immunity. Solely for purposes of this indemnification provision, the Recipient expressly waives its immunity under Title 51 RCW and acknowledges that this waiver was mutually negotiated by the parties. The Recipient’s duty to indemnify, defend and hold harmless shall survive termination of this Agreement. ARTICLE VIII—NONDISCRIMINATION AND LEGAL COMPLIANCE Section 8.1 Nondiscrimination. The Recipient shall not discriminate against any employee or applicant for employment, or program participant or program participant applicant, on account of race, color, sex, religion, national origin, creed, marital status, age, Vietnam era or disabled veterans status, the presence of any sensory, mental or physical handicap, or any other basis prohibited by law with respect to any program particip ation, employment upgrading, demotion, transfer, recruitment or se lection for training, including apprenticeships and volunteers. This prohibition does not apply, however, to a religious corporation, association, education al institution or society with respect to the employment of individuals of a particular religion to perform work connected with the carrying on by such corporation, association, educational institution or society of its activities. HH-AH-2018-05-Spurling Place Homeless Housing Grant Agreement Spurling Place Project 11/2018 Page 5 of 8 Section 8.2 Compliance with Laws. The Recipient and its officials, officers, employees, agents and subcontractors shall comply with all applicable feder al, state and local laws, regulations, rules and policies . The County, the HAHC and the BOCC shall have no obligation to ensure such compliance. ARTICLE IX — TERMINATION Section 9.1 Termination for Loss of Funding. The County shall have the right to terminate this Agreement at any time after providing written notice consistent with sections 5.2 and 5.3 of this agreement if the funds relied upon for the Grant Award are terminated, suspended or otherwise lost or impaired in whole or in part. Section 9.2 Termination for Default. If either party defaults in its performance under this Agreement, the non-defaulting party may give the defaulting party written notice that it has 30 days in which to cure the default. If the default is not cured within 30 days of notice, the non- defaulting party may terminate the contract. In the event of such a termination, the non- defaulting party shall have all rights and remedies available to it under law. ARTICLE X — MISCELLANEOUS Section 10.1 Permissible-Use Warranty. The Recipient warrants that its planned and actual uses of the Grant Award constitute permissible uses for affordable housing surcharge funds pursuant to the applicable provisions of RCW 36.22.178 and homeless housing surcharge funds pursuant to RCW 36.22.179/.1791. This section shall survive termination of this Agreement. Section 10.2 Organizational-Status Warranty. The Recipient warrants that it is duly organized and existing under the laws of the State of Washington. Section 10.3 Relationship of Parties. This Agreement, and the parties' and the HAHC’s and the County’s activities under it, shall not be construed as creating any kind of partnership or joint venture, nor shall it be construed as creating any kind of independent contractor, agency or employment relationship between the parties, the HAHC, or the County. Section 10.4 No Third-Party Rights. This Agreement is entered into by the parties solely for their own benefit and it creates or grants no rights of any kind in any other party. Section 10.5 Assignment. The Recipient may assign its rights and delegate its duties under this Agreement to the Partnership, provided that the repayment obligations under Section shall remain the obligation of the Recipient. Section 10.6 Choice of Law; Venue; Jurisdiction. This Agreement shall be governed by the laws of the State of Washington. In the event of a legal proceeding, venue shall be only in a HH-AH-2018-05-Spurling Place Homeless Housing Grant Agreement Spurling Place Project 11/2018 Page 6 of 8 court of competent jurisdiction in Kittitas County. Each party hereby consents to the personal jurisdiction of the courts of the State of Washington, County of Kittitas. This section shall survive the termination of this Agreement. Section 10.7 Waiver. No term or condition of this Agreement shal l be deemed waived unless such waiver is expressly agreed to in writing by the party granting the waiver. In addition, waiver of any breach of this Agreement shall not be deemed a waiver of any prior or subsequent breach. Section 10.8 Amendment. This Agreement can be amended only by a writing executed by the parties. Section 10.9 Entire Agreement. The parties acknowledge that this Agreement is the complete expression of their agreement regarding the subject matter of this Agreement. Any oral or written representations or understandings not incorporated into this Agreement are specifically excluded. Section 10.10 Headings. The headings in this Agreement are for convenience only and shall not be deemed to affect the meaning of its provisions. Section 10.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, such invalidity shall not affect the validity of the remaining provisions that can be given effect without the invalid provision, provided t hat the underlying intent of the parties can still be given effect. Section 10.12 Signature Authority. Each person signing this Agreement on behalf of a party warrants that he or she has full authority to sign this Agreement on that party's behalf. Section 10.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one agreement. Each counterpart may be executed and delivered by facsimile to the other party. Section 10.14 Exhibits. The following exhibits are incorporated into this Agreement by reference: (a) Exhibit A —Scope of Work. KITTITAS COUNTY: KITTITAS COUNTY BOARD OF COUNTY COMMISSIONERS ATTEST: __________________________________________ Board Chair HH-AH-2018-05-Spurling Place Homeless Housing Grant Agreement Spurling Place Project 11/2018 Page 7 of 8 ____________________________ __________________________________________ Clerk of the Board Board Vice-Chair _______________________________________ Commissioner DATE: ______________________ RECIPIENT: _______________________________________ By: (Print Name) Title: __________________________________ DATE: _____________________ HH-AH-2018-05-Spurling Place Homeless Housing Grant Agreement Spurling Place Project 11/2018 Page 8 of 8 EXHIBIT A - STATEMENT OF WORK AND BUDGET- ID THE ITEMS FOR WHICH REIMBURSMENT IS BEING SOUGHT