HomeMy WebLinkAboutContract with Happy FeetStaff Report bv:
Brian Carlson
Budget and Finance Director
Topic:
Consideration of ARPA Grant Award
Contract with Happy Feet Academy
Meeting
BOCC Regular Meeting
February 2I,2023
Summary:
Background:
Analvsis:
Conclusion / Next Steps:
o lf approved, route to BOCC for full execution
a
o
a
a
a
The attached draft grant award contract memorializes a SSOOf award to Happy Feet Academy, using the
County's Federal ARPA (American Rescue Plan Act) grant as source funds.
This document has been drafted by the Prosecutor's Office and is the product of numerous meetings and
correspondence with the recipient and county staff.
The attached version is submitted for BOCC approval, following verbal approval during budget meetings in
2022.
a
a
During multiple meetings and study sessions in 2022, BOCC brought forward potential ARPA funding
recipients for consideration.
Happy Feet Academy was discussed and unanimously approved for funding, for the purpose of expanded
childcare services via construction of a new facility, and dedication of 50% of available childcare slots to low-
income families.
The County's funds represent a partnership of multiple grantors and lenders, including the State of
Washington via a lengthy competitive award program, for the purpose of funding the recipient's construction
project in2O23.
The initial 2O22 County award was delayed while staff and recipient revised the award contract to ensure
protectionofthecounty'sstakeintheproposedproject. Theattacheddocumentistheproductofthese
revisions, and is approved as to form by both the Prosecuting Attorney's Office and the Auditor's Office.
The award will provide partial funding for construction of expanded facilities, and will be available on an
"advance" rather than "reimbursement" basis, so as to assist the recipient with its overall project cash-flow
profile.
The primary contract clause safeguarding the county's interest in the project is articulated in section 8,
wherein the county is to assume a lienholder position via deed of trust. This provision has a ten-year
duration, and mirrors a similar provision with the State of Washington, though is subordinate to the State's
position.
This clause reflects a standard practice of ensuring that a recipient of public funds continues to provide
services over time pursuant to the original award terms.
Remaining contract language articulates insurance requirements, and indemnifies the County from claims
arising from the recipient's day-to-day operations.
a
a
L
COUNTY OF KITTITAS AMEF.ICAN RESCUE FLAN ACT GRANT PROGRAM
The County of Kittitas is pleased to award your organization a financial $upport grant funded
through the American Rescue Plan Act (ARPA). The funding objective for this program is to
perform the tasks outlined in the attached Exhibit A "Scope of Work," which is incorporated herein
by this reference, for eligible businesses and non-profils es enurnerated in the U.S. Treasury
Departmenfs (U.$. Treasury) Final Rule.
Grant Detalls
There is a critical shortage of childcare options ln Kittitas County, and this shortage was
exacerbated by the COVID-19 Pandemic. Happy Feet Academy seeks capitral funding for
construction of a new childcare facllity in Kittitas Coung, which will expand licansed childcare
slots in Kittitas County by 34%. Happy Feet Academy will dedicate 50% of avallable childcare
slots to low-income families.
These funds wlllallow Happy Feel Academy to conslruct a new childcare facility in Kittitas County,
es described in the attached Exhibit A "Scope of Work' for the duration deecribed in the
"Compensation.''
Funding is awarded ln the amount staled in the attached Exhibit B "Compensation" which is
incorporated harein by this reference, Any funds provided by Kittitas County wlll be issuad to the
following personlentity (who may also be referred to as the "Grantee'):
Name: Happy Feet Academy
Representative: Melissa Denlinger
Title: Owner
Address: 1006 S. Ruby St.l Ellensburg, WA 98926
Email: melissa"happyfeetacadem'y@gmail.com
Phone Number: {509} 933-5222
Grant Funding Agreement
l, the undersigned, make the folloring acknowledgemenls:
. The information contained in this agreement is trua and complete to the best of my
kncwledge, information. ard belief.
I understand all awarded funds SHALL be expended no later than January 31,2A24.
I aeknowledge that awerded funds may only be used for ellgible €xp€ilses that are outlined
in the Final Rule.
Page 1 *f 7
I agree lo maintain documentation {and provide summaries as part of the annual report
and cornplete documentation upon specific County request) regarding the manner in
which the funds are expended, including but not limited to linancial reports and other
supporting documentatiol (i.e., purchase support, invoices, iimecards, and payroll
support, etc.).
I understand and agree that records related to the use af grant funds must be produced
promptly upon request fron the County of Kittitas, the U.S. Treasury, and the Comptroller
General of the United Stales, and other, and agree to submit to audit.
I understand and agree that if I recelve funding from tha County of Kittitas's ARPA Grant
Program, and I do not u€e all the funds by the January 31, 2024 or us6 the funds for
expenses other than the authorized purpose outlined in my applioation, I will be required
to return the awarded funds to the County of Kittitas.
I agree that if there ls fraud or misrepresentation with respecl to the perfurmance of this
Grant Agreement, Kittltas ,3ounly rsserves the right to tarminate or amend this Agreement
acoordingly, lncluding the rlght to recapture all funds disbr.rrsed under this Grant.
I agree to report in writlng all known or suspecled fraud or other loss of any funds provided
under this Grant agreemert irnmedialely or as soon as practicable, to the Klttitas County
Auditor's Office.
I certify that I have the authority to legally bind the business, non-profit, or organization.
I agrce to indemnify, defend, and hold harmless the County of Kittiks, U.$, Treasury, and
the elected officers, employees, agents and/or represenlatives of each said govemment
enti$, for any ARPA funds received from the U.S. Treasury through the County of Kittitas,
from and against any and all claims, damages, losses and expensas
To ihe fullest axtent pernitted by law, the Grantea shall indamnify, defend, and hold
harmless Kittitas County and its officlals, agents and employees and/or representalives,
from and against all claims for injuries or dealh erlsing out of or resulting from lhe
perforrnanco of this Grant Agreement. "Claim' ss used in thts oontracl, means any
financial lose, daim, suit, action, damage, or exponse. including but not limited to
attorney'$ faes, attributrable for bodily injury, sickness, disease, or death, or inJury to or the
destructlon of tangible prorerty including loss of use resutting therefrom.
The Grantee's obligation b indemnify, defend, and hold harmlass includes any clalrn by
Granlee's agents, emplolees, representalives, or any subgrantoelsubmniractor or its
employees. Granlse expressly agrees io indernnify, defend, and hsld harmless Kittitas
County for any clairra arising out of or incident to Granlee's or any
subgraniee's/subcontractor's performanc€ or failure to perform the Grant. Grantee's
Fage 2 of 7
obligation to indemnify, defend, and hotd harmtess Kittitas county shall
not be eliminated or reduc€d by any actual or alleged concurrent negligence of Kittitas
County or its agents, agencles, employees and officials, Grantee waives its immunity
under Title 51 RCW to th* extent it is required to indemnify, dafand, and hold harmless
Kittitas County and its agents, officers, representatives, or employees.
Kitlitas County ressrves tte right, but not the obligation, to participate in the defense of
any claim, damagas, loeees or expanses and such participation shall not constitute a
waiver of Grantee's indernnity obligations under this Agreemeni.
This Grant may be amendgd by mutual agreement of the partles. Such amendrnents shall
not be binding unless they are in writing and signed by personnel authorized to bind each
of the parties.
The parties intend that an independent contractor relationship will be created by this Grant.
The Grantee and its empbyees, volunt€ers, or agents performing under this Agreamant
are not employees, volunlsers, or agents of Kittitas County. The Grantee wlll not hold
itself out as or claim to be an officer, volunteer, or employee of Kittitas County by reason
hereof, nor will lhe Grantae make any claim of right, privilege or benefit which would
accrue to such officer, volunteer, or employee under law" Conduct and control of the work
will be solely with the Grantee.
lf all of the above outtined requirements are not met in ful[, or if any information provided
on this application is found to be false or inconect, the business, non-profit, or organizalion
will be deemed immediatdy ln default and funds shall be returned to the County of Kiltitas
within 30 days of written rotification of default. I also agree that, if I accept the County of
Kittitas's ARPA Grant Prcgram funding, lwill be bound by the obligations and liabilities
deseribed in this agreemerrt, and that the Coun$ of Kittilas shall have the right to enforce
thosa obligations and tiabilitiEs in any manner provided by law.
' By signing beJow, the applicant represents, waffanls, and cartifies that the information
provided herein is true, conecl, and complete. I also undErstand and agree that this
agresrnont, combinad witl' award of a Gounty of Kittitas ARPA Grant, constilutes a binding
contract, and shall be deemed a valid original lnslrument if delivered aleclronically.
FAt\rS'rr" e-rn\\\CIo,r n\-*tt-fl;r
Print Recipient Name & Tille a
l/hl b]
Authorized Signature:
Page 3 af 7
Date
The County of Klttltes heraby snters inlo thir gnant with the grantee named herein.
Print Tltle
Slgnafrtre *ffpr las
Page 4 of 7
EXHIBIT "A"
$COPE OF WORK
1. Funds for this project rvill be used as working capital to construct a new 8400
square foot early learning facility to serve '!12 chlldren, 56 of which will be
subsidized for low- income families, located at 1410 Lakeshora Way, Ellensburg,
WA 98925, as described in the "Early Learning Facillties {ELF Program Working
Paper$)", deted 7115t2V22, and incorporated by raference.
2. Funds provided by Kittias County shall only be used for construction costs, and
will not be used to operate or maintain a childcare or daycare program.
3. Happy Feet will as$ure that all persons having contact wlth youth that attend this
program have passed brckground checks as required by RCW 43.43.830 through
RCW 43.43.838.
4. Happy Feet shall comply with all federal, state, and local laws and all requirements
(including debarment ard other required certiflcations and auditslrelated to ARPA
Funds.
5. Happy Feet will provide an annual report by December 31st of each year describing
the year's activities, expenditures, and accomplishments.
6. Happy Feet will provide all necessary paperwork, documentation, lnformation, and
program acces$ necessary for the County to cornply with its own reporting and
ovorsight requirements 'elated to these ARPA funds.
7" Happy Feet understands and agrees that any and all real property or facilities
owned by Happy Feet that are acquired, constructed, or otherwise lmproved by
Happy Feet using county funds under this contract shall be held and used by
Happy Feet for lhe puruose or purposes stated elsewhere in this contract for a
period of at least ten (1 0) years frum the date lhe final payment is made hereunder.
Thls provision shall not be construed to prohibit Happy Feet from selllng any
property or properties described in this saction, provlded, that any such sale shall
be subject to prior review and approvat by Kittitas County, and that all proceeds
from such sale shall be applied to the purchase price of a different facility or
facilities of equal or greater value than the original facility and that any such new
facili$ or facilities will be used for the purpose or purposes stated elsewhere ln this
contracl.
Page 5 af 7
In the event Happy Feet is found to be out of compliance with this section, Happy
Feet shall repay the principal amount of the grant as stated in Exhibit B
"Compensation' below.
8. Happy Feet agrees th s Grant shall be evidenced by a promissory note and
secured by a deed of lrust or other appropr"iate security instrument in favor of
Kittitas Counly (the "Deed of Trust"). The Deed of Trust shall be recorded in Kittitas
County, and the original returned to Kittitas County after recordation within ninety
(90) days of conlract execution, Kittitas County will initially be in lienholder position
?, but will then be subrogated to position 3 lienholder when the lender and WA
Dept of Commerce recard their respective Deeds of Trust. The Deeds of Trust
and needed subrogation documentation will be provlded by Happy Feet for Kittitas
County's review and approval. Recording will be handled by Happy Feet, at Happy
Feet's expense.
The Deed of Trust must be recorded before Kittitas County will provide funds to
Happy Feet. The amount secured by the Deed of Trust shall be the amount of thegrant as set farth in Exhibit uB" Compensation, below.
The Deed of Trust shall remain in full force and effect for a period of ten {10} years
following the final paymenl of state funds to Happy Feet under this grant" Upon
satisfaction of the 10-year term requirement and all other grant terms and
conditions, Klttitas Co*nty shall, upon written request of Happy Feet, take
appropriate action to reconvey the Deed of Trust. However, Happy Feet must
provide written evidence of site control, for a minimum of 10 years after final grant
payment, either through outright ownership of the subject proper$ or a longterm
lease.
g. Frovlde insurance co\erage as set forth below" The intent of the required
insurance to is protect {ittitas County should there be any claims, $uits, actlons,
costs, damages, CIr expenses arising from any loss, or negligent or intentional act
or omission of the Grantee, or" agents thereof, while performing under the terms of
this Grant.
The Grantee shall provide Kittitas County with copies of insurance instruments,
eedifications, and endssements from the insurance issuing agency. The copies
or certifications shall show the insurance coverag€, the designated beneficiary,
who is covered, the amounts, the period of coverage, and that Kittitas County will
be provided thirty {30} days advance wriften notice of cancellation.
Fage 6 of 7
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a ratlng of A-, Class Vll or better in the most recently
published edition of Best's Reports unless othenruise approved by the County. lf
an insurer is nst admitted, all insurance poticies and procedures fcr issuing the
insurance policies must cornply with Chapter 48.15 RCW and 284-15 WAC.
Commercial General Liability lnsurance Policy. Provide a CommercialGenerat
Liability lnsurance Policy, including contractual liability, written on an occurrence
basis, in adequate quantity to protect against legal liabifity arising out of Grant
activity but no less than $1,000,000 per occurrence. Additionally, llappy Feet is
responsible for ensuring that any Subcontractors provide adequate
insurance coverage for lhe activities arising out of subcontracts.
Property lnsurance Grantee shall keep the Property insured in an amount sufficient to
permit such insurance to be written at alltimes on a replacament cost basis.
Fidelity lnsurance. Every officer, director, employee, or agent who is authorized
to act on behalf of the Grantee for the purpose of receiving or depositing funds into
program accounts or issuing financial documents, checks, or other instruments of
payment for program msts shall be insured to provide protection against loss:
A. The arnount of fidelity coverage secured pursuant to this Grant shall be
$2,000,000 or the highest of planned reimbursement for lhe Grant period,
whichever is lowest. Fidelity insurance secured pursuant to this paragraph shall
name Kittitas County as beneliciary.
B. Subcontractors that receive $10,000 or more per year in funding through this
Grant shall secure fidelity lnsurance as noted above. Fidelity insurance secured by
Subcontractors pursuant to this paragraph shall name the Grantee and the
Grantee's fiscal agent as beneflciary.
Fage 7 *f 7
EI(HIBIT "E'I
COMPEI.ISATIOiI
pompglsation is a one-tima payment totaling $500,000. Howevar, befors payment is
issusd, Happy Fee{ muet remrd sre Deed of rrust described rn Exhibit'ff; an invoice to the
Audttofs Offce tor fia paymont period wtrich shall be paid by the Audttor withln thlrty (90)
days of receipt; aswell as a W{.
Page I of 7