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HomeMy WebLinkAboutRES.1884.05-05-2003BILL NO. 03-66 RESOLUTION NO. 1Cj�SL A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH THE GROW AMERICA FUND, INC., FOR THE ESTABLISHMENT OF THE "GROW MISSOURI FUND" BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: ARTICLE 1. The City Manager, for and on behalf of the City of Cape Girardeau, Missouri, is hereby authorized to execute an Agreement with the Grow America Fund, Inc., for the establishment of the "Grow Missouri Fund". A copy of said Agreement is attached to this Resolution and made a part hereof. PASSED AND ADOPTED THIS 1 DAY OF " 20_. 7� Jay B. Knudtson, Mayor ATTEST: Gayle, Conrad, City Clerk AGREEMENT BY AND BETWEEN THE CITY OF CAPE GIRARDEAU AND THE GROW AMERICA FUND, INC. FOR THE ESTABLISHMENT OF THE "GROW MISSOURI FUND" INTRODUCTION: RECITALS THIS AGREEMENT entered into as of the —day of 2002 by and between the City of Cape Girardeau, lead applicant for the 29 county area known as the "Delta" and the Grow America Fund, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 51 East 42nd Street, New York, New York, 10017, herein contracts to provide Small Business Lending as may be desired, pursuant to the terms and conditions contained herein. WITNESSETH THAT: WHEREAS, the 29 -county area known as the Delta (see Attachment A for a list of the 29 counties) desires to expand economic opportunity for residents of Missouri and so that these residents may become economically self-sufficient; and WHEREAS, that same Delta area desires to encourage sustainable community development activities so that its various neighborhoods can revitalize themselves; and WHEREAS, the City of Cape Girardeau desires to access the services of the Grow America Fund, Inc. to further the area's economic development goals; and WHEREAS, the City of Cape Girardeau desires to establish a community banking partnership known as the "Grow Missouri Fund" to achieve these goals; and WHEREAS, the Grow America Fund, Inc., a US Treasury -certified Community Development Financial Institution ("CDFI"), is desirous and willing to assist the City of Cape Girardeau and the Delta area to achieve their goals to expand economic opportunity and revitalize their neighborhoods; and WHEREAS, the City of Cape Girardeau has selected Grow America. Fund to perform the services set forth hereunder, NOW, THEREFORE, the City of Cape Girardeau; and the Grow America Fund hereby agree as follows: A. GENERAL PROVISIONS AND RESPONSIBILITIES The Grow America Fund (hereinafter the "GAF'), shall create a self-sustaining community development bank (hereinafter the "Grow Missouri Fund" or "GMF") for small business financing in the City of Cape Girardeau and the Delta are (hereinafter the "Community"). The purpose of the GMF is twofold: (1) To create an economic development finance bank that will leverage (i.e., increase) the Community's limited investment capital and make loans to eligible small businesses that create jobs and economic opportunity, stimulate investment, or eliminate blight in the target neighborhoods(s); and (2) To use the net revenues to promote additional investment into or to fund additional community economic development programs in the target neighborhoods and/or for the benefit of the Community's low- to moderate -income target population. Under the terms of the Agreement, the GMF will be capitalized with equity funds provided by the Community (as described in Section C below). These funds shall be used solely for loans within the eligible area that meet the purposes of job creation, increased investment, or the elimination of blight as determined by the Grow America Fund as consistent with the federal regulations governing the State of Missouri's Community Development Block Grant Program. Under the terms of the Agreement, the GAF will use its Small Business Lending Company ("SBLC") license (as described in Section B below) to make Small Business Administration ("SBA") guaranteed loans sponsored by the GMF, provide staff to operate the GMF in conjunction with the local partners, and provide training and capacity building services to enhance the ability of local partners to operate the community development bank in a prudent and businesslike manner. Staff provided by the GAF will perform the following: 1. Assist in marketing the GMF program; 2. Assist in originating and packaging loans; 3. Obtain GAF and SBA approvals (as described in Section B below); 4. Close, service, and collect loans; 5. Perform annual reviews of each loan; 6. Perform the fiduciary responsibilities of the corporation; 7. Provide periodic compliance and loan status reporting to the Community; and 8. Provide training and capacity building services to the local partners as agreed with the Community. In addition to making loans to small businesses in the state of Missouri, the intent of this Agreement is to create a self-sustaining community development fund of which the net revenues provide a modest yet long-term recurring income stream to the Community and the eligible area to fund additional community economic development activities as the Community and the state of Missouri elect. In other words, a preferred return will be made to the Community to be held in the fund in consideration for its equity investment as described in Section D below. For providing its services, the GAF shall be entitled to the balance of the revenue stream from the active program or, in the alternative, an underwriting, training, servicing, and management fee in the Close-out Period as described in Section F below. B. GAF AND SBA GUARANTEED LOANS The Grow America Fund, an SBA licensed and regulated Small Business Lending Company (SBLC) entitled to make SBA guaranteed loans to eligible small businesses, is the nation's only SBLC devoted solely to economic and community development financing. Under the SBLC license agreement, the SBA agrees to guarantee a portion (typically 75%-85%) of each loan made by the GAF to eligible businesses for eligible business purposes. The SBA must approve each such loan. Upon approval, the SBA will issue a "Loan Authorization and Guaranty Agreement" that stipulates the terms and conditions of the loan. It is the right and responsibility of the GAF to close and service the loan in accordance with that Loan Authorization and Guaranty Agreement. The GAF may "sell" the guaranteed portion of the loans into the secondary market or fund the guaranteed portion of the loans with funds borrowed from "conventional" lenders. By selling the loans into the secondary market or funding the guaranteed portion through conventional sources, GMF may re- capitalize itself The proceeds of the guaranteed loans that are "sold" or financed in the above manner will be used to make additional SBA guaranteed loans in the Community or, where appropriate, to pay the expenses of managing and operating the SBLC and servicing the loan portfolio. The GAF may earn revenue in several ways: 1. Interest earned from the loans that are not sold into the secondary market; 2. Interest earned from the unguaranteed portion of the loans that are not sold into the secondary market (the retained portion); 3. A servicing fee (or "servicing spread") on the guaranteed portion of the loans that are sold into the secondary market, or on the guaranteed portion of the loans that are internally "match funded" with funds borrowed by the GAF for the purpose of funding the guaranteed portion of the loans; 4. A one-time premium for selling a loan into the secondary market; 5. Interest earned on cash balances ("idle funds") that are not loaned out to businesses. Under SBA regulations, the GAF has fiduciary responsibility to underwrite, approve, close, service and otherwise operate the GAF in a prudent and businesslike fashion. In addition, the SBA requires all SBLCs to follow SBA regulations and to use SBA documents and procedures in making and servicing loans. These fiduciary responsibilities and SBA regulations cannot be delegated or waived and they are hereby incorporated by reference into this Agreement. C. CAPITALIZING THE "GROW MISSOURI FUND" As described in Section A above, the GMF shall be capitalized with equity funds provided by the Community. These funds shall be used solely for eligible SBA guaranteed loans within the Community that are sponsored by the Community and neighborhood community development organizations and that meet the purposes of job creation, increased investment, or the elimination of blight as determined by the Community. 1. The Parties agree that the GMF will be capitalized with equity provided by the Community. These funds shall be used solely for eligible SBA -guaranteed loans within the Community. 2. The Community shall invest one million dollars ($1,000,000) to capitalize the GMF program within sixty (60) days of the effective date of the Agreement. It is anticipated that the initial one million -dollar investment will be provided by the state of Missouri, CDBG Program upon proper application by the Community and approval by the CDBG Program. The Community and/or the CDBG Program may elect to invest additional equity from time to time, all of which shall be governed by the terms and conditions of this agreement unless otherwise agreed to in writing. Payments made under this section shall be made by check payable to the "Grow America Fund: State of Missouri"'. 3. If additional capital investment is made from the State's CDBG Program, the distribution of Revenues and Distribution of Assets section may be amended at the agreement of both parties. 4. Revenues generated by the financing activities of the GMF shall be used for program purposes as described in Sections D and E below. D. COMPLIANCE REPORTING RESPONSIBILITIES Because the initial fund is to be capitalized from the state of Missouri's CDBG funds and because such funds are subject to meeting certain national objectives (primarily the 51% LMI job creation), the Grow America Fund agrees to document as part of the underwriting and closing the preliminary information for such compliance based upon the aggregation of the jobs created or retained by the businesses receiving an SBA Guaranteed loan from the Grow Missouri Fund. For each loan funded under the program, the documentation shall take the form of an employer completed form that will list the company's employees at the time of application that will remain as a result of the GMF loan assistance, and the projected jobs by category that will be created over the three years following the completion of the activity(s) funded by the Grow Missouri Fund. The Community and/or the CDBG Program staff may request access to the documentation for determining low- to moderate -income percentage benefit, tracking and monitoring purposes. Principal and interest payments made to GMF are not subject to the required documentation of 51 % LMI benefit. However all other intended purposes and thresholds for loans remain intact. Other capital investments made to and co -mingled with the fund from other sources are subject to the CDBG Program rules as stated above. E. RETURN TO INVESTOR The GMF shall be paid a preferred return on its equity that is invested in small business loans. As of the date this Agreement, the preferred return is two (2%) percent. This percentage of return on equity may be changed from time to time at the sole discretion of the GAF, but shall at all times be the same rate of preferred return as paid to other comparable investors in the GAF. F. DISTRIBUTION OF REVENUES Revenues (as defined in Section B above) generated by the GMF activities shall be distributed in the following order: 1. First, at the written election of the GMF, to pay the "Return to Investor" outlined in Section D. Such return may be remitted quarterly to the CDBG Program, or reinvested into the GMF account, at the sole discretion of the CDBG Program. 2. Second, the balance shall be paid to the GAF for the operation of the GMF as a GAF Administrative Fee. G. DURATION OF AGREEMENT AND DISTRIBUTION OF ASSETS General Term: This Agreement shall become effective immediately upon its execution by the Community and the GAF, and shall continue in effect for a period of not less than the date of GAF's receipt of the final loan repayment of the last outstanding loan made in the Community. GAF shall continue to make loans in the Community as long as the Agreement is in full force and effect. Agreement Termination: The Agreement may be terminated in the following manner: 1. Upon the filing of any bankruptcy or insolvency proceeding by or against the NDC and/or the GAF, whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, the Community reserves the right, at its sole discretion, to either cancel the Agreement or affirm the Agreement and to hold the GAF responsible for damages. 2. The parties may cancel the Agreement at any time for nonfeasance, misfeasance, or malfeasance of contractual obligations by providing the non compliant party with a written notice of such cancellation. Should a party exercise its right to cancel the Agreement for such reasons, the cancellation shall become effective on the date as specified in the notice of cancellation. 3. The parties reserve the right to terminate the Agreement at any time, for the convenience of the parry, without penalty or recourse, by giving written notice at least thirty (30) days prior to the effective date of such termination. Upon termination, the assets of the GMF shall be distributed as set forth in this section. Distribution of Assets: Should termination occur the GMF program assets (the Community's original investment plus any reinvested earnings less any loan losses or reserves for losses) shall be distributed and the Agreement shall be closed out as provided under this section. The "Close -Out Period" is defined as the period beginning at the date of termination and ending on the date of the last payment of principal and interest by the borrowers. Upon termination of this Agreement, payments shall be made as follows: 1. Upon the termination of this Agreement, the GAF will determine the assets eligible for distribution (hereinafter "Distribution Assets"), which are defined as: The total original equity investment from the Community Plus any reinvested earnings Less any loan losses incurred and reserves for losses Less any unpaid annual Close -Out Portfolio Management Fee Less any Programmatic Compensation earned as outlined below. 2. The monthly Close -Out Portfolio Management Fee shall be equal to one -twelfth (1/12) of four percent (4%) of the loan portfolio outstanding for the previous twelve months plus reasonable out of pocket costs incurred in servicing and collecting the outstanding loans, but in no event shall this fee be less than $5,000 per annum unless otherwise mutually agreed by the Community and the GAF. This fee shall be paid first from the revenue generated by the GMF portfolio. If the revenues generated are not sufficient to pay the annual Close -Out Portfolio Management Fee, the unpaid balance shall be deducted from the Distribution Assets. The annual Close -Out Portfolio Management Fee shall be paid in monthly installments. 3. Based on performance thresholds, the GAF shall receive Programmatic Compensation under one of the methods described below. This allows the GAF to partially underwrite its continuing presence and operation in the community for the duration of the loan terms to which it commits. (a) If GAF terminates the Agreement, or if the Community terminates the Agreement and the total GMF loans are less than one hundred percent (100%) of the equity invested, the GAF will not receive any programmatic compensation. The distribution assets shall be returned to the Community as principal, net of any interest paid by the borrowers, net of any losses and reserves for losses and net of the Close-out Portfolio Management Fee described above. In turn, the Community shall return any distribution assets received due to the termination of this contract to the state of Missouri, CDBG program. (b) If the Community terminates this Agreement and the total GMF loans exceed the amount of the equity invested, then the GAF shall receive programmatic compensation in accordance with the following formula: • If the loans under the GMF are less than two -hundred percent (200%) of the equity invested, the GAF's programmatic compensation shall equal ten percent (101/o) of the equity invested and shall be paid from servicing fees and debt service payments made by borrowers. • If the loans under the GMF equal or exceed two -hundred percent (200%) of the equity invested, the GAF's programmatic compensation shall equal twenty-five percent (25%) of the equity invested and be paid from servicing fees and debt service payments made by borrowers. The formula for calculating the Programmatic Compensation shall be the percentage, in accordance with 3(a) or (b) above, times the amount of the GMF net loan repayments received each quarter. "Net loan repayments" is equal to the principal repayment received less the principal due to any secondary market holder(s) or lenders that funded the "guaranteed" portion of the loans made. In the event that the Community's percentage of net loan repayments received is less than the amount calculated in accordance with this paragraph, then the GAF shall have no further obligation to repay the Community. The Community shall not be obligated to make payments to GAF beyond the equity invested into GMF. The Community shall be entitled to all program assets (the Community's original investment plus any reinvested earnings less any loan losses or reserves) except as described in Paragraphs 2 and 3 above. Should this contract be terminated, the Community shall repay the state of Missouri CDBG Program, from the distribution of program assets, its initial and follow-up investment amounts. The pay out of the Distribution Assets shall be made to the Community on a quarterly basis that is tied to the repayment schedule of the loans outstanding in the GMF portfolio. G. OTHER TERMS AND CONDITIONS Compliance with Law: The GAF agrees to comply with all applicable federal, state and local laws in the performance of the Agreement. Employees: The GAF accepts full responsibility for payment of all unemployment compensation, insurance premiums, workers compensation premiums, income tax deductions, social security deductions, and any and all other taxes or payroll deductions required for all employees engaged by the GAF for the performance of the work authorized by this Agreement. Modifications: The Agreement shall be subject to modification and supplementation only upon written agreement by and between the parties to this Agreement and subject to approval of the CDBG Program. Any modification or supplementation, including any increases or decreases in the amount of the GAF's compensation, shall be made by a formal written amendment and signed by the parties to this Agreement. The parties understand and agree that no other method, including correspondence, acts, and oral communications by or from any person, shall be used or construed as a modification or supplementation to the Agreement. Right to Audit: The Community shall have the right, during the GAF's normal business hours, for the duration of this Agreement and for a period of three (3) years after final payment or termination of this Agreement, whichever is later, to conduct the following audits at the GAF office: 1. Audits of the GAF's performance of services under this Agreement. 2. Audits of books and accounts maintained under this Agreement as they pertain to the operation and financial performance of the Grow Missouri Fund. Such audits shall be performed either by the Community's personnel or by an independent third party that the Community may employ for the purpose of making such audits. The Community and the GAF shall establish procedures for performing such audits and shall preserve the confidential and proprietary status of audited documents and information. The GAF shall not be required to relocate records from their normal location. The GAF shall provide copies of GMF records to the GMF local office upon request. The CDBG Program staff shall have the right to review all audits performed by the Community or its representative and shall have the right to an independent review of the GAF's records as they relate to the GMF. Assignment: Neither this Agreement nor any right, duties or obligations described herein shall be assigned by either party hereby without the prior expressed written consent of the other parry. Severabilityand Waiver: This Agreement incorporates all the understanding of the parties. If any provision of this Agreement is held invalid, the balance of the provisions of this Agreement shall not be affected thereby if the balance of the provisions of this Agreement would then continue to conform to the requirement of the applicable Agreement. Any waiver of the terms and conditions of this Agreement by either of the parties hereto shall not be construed to be a waiver of any other term or condition of this Agreement. Notice: Any written notice required by the Agreement shall be deemed sufficient when deposited in the United States mail, postage prepaid, and addressed to the parties as outlined below or at such address as may have requested in writing. Notice shall also be deemed sufficient if sent by telegram when delivered to a telegraph office, fee prepaid, and addressed as previously noted, and/or hand carried and presented to an authorized employee of the party receiving notice. Notice shall be sent to the following address for each party: Office of City Manager City of Cape Girardeau City Hall 410 Independence St Cape Girardeau, MO 63701 Grow America Fund ATTN: Robert W. Davenport, Chairman C/O National Develoment Council 51 East 42nd Street, Suite 300 New York City, New York 10017 Construction: This Agreement shall be construed, interpreted, and the rights of the parties determined, in accordance with the laws of the State of Missouri. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. ACKNOWLEDGEMENT OF THE TERMS BY: By: City of Cape Girardeau Attest: By: Attest: Name: Michael G. Miller Title: City Manager GROW AMERICA FUND, INC. GROW MISSOURI GRANTEE/SUB-GRANTEE AGREEMENT This Agreement,made and entered into this for y of ,20 ,by and between the City of Cape Girardeau,hereafter called the "Grantee", and Bootheel Regional Planning Commission,Meramec Regional Planning Commission, Ozark Foothills Regional Planning Commission, South Central Regional Planning Commission, and Southeast Missouri Regional Planning Commission, hereafter called the"Sub- grantee". Whereas, the Grantee received a Community Development Block Grant from the State of Missouri, Project No. 2002-ME-01, and it is the Grantee's desire to assign certain responsibilities as allowed by the program and the State statutes: Whereas, the Sub-grantee will benefit from the grant proceeds and finds it is the best interest of both parties to assume these responsibilities; Now, therefore, the parties hereto agree as follows: 1. The Sub-grantee shall assume all grant responsibilities listed on the Grantee's Grant Agreement, dated March 21, 2003, and attached hereto,with the exception of clauses (9),(16),(17),(18), which both parties understand cannot be assigned to the sub-grantee; 2. In addition to the above, the grantee agrees to retain all financial responsibilities of the grant program, with the understanding that all requests for funds for loan proceeds must be disbursed through the Grantee's established method; 3. Responsibilities not listed on the attached Grant Agreement,but which the Sub-grantee agrees to carry out on behalf of the Grantee, are as follows: a. Maintain compliance records for HUD LMI National Objective. b. Create loan-underwriting criteria. Loan underwriting criteria must insure that the loan funds gained though this agreement are secured adequately by personal guarantees and collateral from the borrower and appropriate penalties. c. Maintain a ledger of disbursement for all loans made in the respective RPC area using Grow Missouri Funds. d. Service loans made with Grow Missouri loans. e. Provide Grantee with a Request for Disbursement at least 15 days in advance of loan closing. f. Each revolving loan fund that is created in concert with Cape Girardeau as a result of this project is considered autonomous. Each fund must understand and follow all the above requirements. g. The Grantee is not responsible for loan decisions made by the sub-grantees. This Agreement shall be valid until successful completion and grant close-out. I IN WITNESS WHEROF,the parties hereto have executed this Agreement as of the day and indicated above. , . ...7, 4..ie--4,./6 //,-,1,--(0', xf,,,- -7. City of Ca a Girardeau Boo eel Regional Planning Commission it ).., 6AfifiA4 1 emr_ 4.2-ee.4.6.,7,..„-Aen--\_ 40 Attest i-, Attest /1_- _,.-,,_,:(:.7 d; / ' ( c'r/l�' Meramec Regional Planning Commission 0 zark Fo• s Regional Planning� Commission iyx77-4) 1:),J---V;(-1 ,,,,,, ,,,4, ,,,,„ _ A st jAtt st / \ Aeirt.L 'J t yvt.c.4 J./ South Central Ozark Council of Governments Southeast Misso 'egional2Pla�nning Commission 32' 2 4727,. cp .72,iv___ Attest/ Attest • 1.1 ,,,t,.,;;;, MISSOURI DEPARTMENT OF ECONOMIC DEVELOPMENT I l COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM _ APR 1 1 2003 b F,4-:4'' FUNDING APPROVAL Mocccxx By I. NAME AND ADDRESS OF GRANTEE 10. PROJECT DESCRIPTION(indicate specific scope of each activity City of Cape Girardeau regardless of funding source) 401 Independence Multijurisdictional Application on behalf of the Delta Cape Girardeau,MO 63701 Region,to provide seed money to establish the Grow Cape Girardeau County Missouri Fund. Loans will be guaranteed by the SBA. 2. PROJECT NUMBER 3. SEN.DIST. REP.DIST. Loan proceeds will be used by small business operators to retain and create jobs and stimulate investment. 2002-ME-01 158 27 4. POPULATION 5. NO.OF BENEFICIARIES 34,475 35,349p/14,380f 6. GRANT AWARD DATE 7. GRANTEE FYE DATE 03/21/03 6/30 8. MAXIMUM CDBG GRANT AMOUNT AWARDED $1,010,000 9. APPROVED ACTIVITIES,COSTS,AND FUNDING STRATEGY NATIONAL OBJECTIVE: LMI NAR 9/18/02 LMI PERSONS: 51.0% LMI FAMILIES: N/A REQ. MATCHING FUNDS ACT. ENV. CDBG RECIPIENT OTHER PROGRAM ACTIVITY NO. REV.(1) TOTAL FUNDS(2) CASH IN-KIND PRIVATE STATE/FED Working Capital 53 Y $ 1,000,000 $ 1,000,000 Administration 35 N $ 10,000 $ 10,000 Davis Bacon applies where specified by the initials DITIA • TOTAL $ 1,010,000 $ 1,010,000 (1)Funds for activities that are conditioned subject to an environmental review may not be incurred or obligated until a written"Notice of Removal of Grant Conditions"is issued by DED. (2)This column represents the maximum amount of CDBG funds approved for each activity,except that the grantee may transfer funds between activities an amount not to exceed$10,000 or 10%of the total CDBG allocation,whichever is less,except that administration,audit,and engineering costs PREPARED BY DATE iD Tim Rickabaugh 03/21/03 APR 1 1 2003 By Y • State of Missouri Community Development Block Grant Program Contract Amendment No: 1 Grantee: Cape Girardeau Project Number: 2002-ME-01 Address: 401 Independence, Cape Girardeau MO 63703 Date of Request: December 21,2003 Contract Award Date: Note: Enter each CDBG line item, whether amended or not. Enter only CDBG line items: Activity Activity Existing Revised Percent No: Title Budget Budget Change 35 Administration $10,000.00 $10,000.00 0.00% 53 Working Capital $1,000,000.00 500,000.00 50.00% • Total $1,010,000.00 $510,000.00 49.50% Deobligation of$500,000 of the Grow Missouri Fund due to end of participation by National Development Council. Remaining funds to be restructured into new lending pool. This amendment shall be effective on . All other terms and conditions of the contract or any amendments thereto, shall remain unchanged . In Witness Whereof,the parties hereto execute this agreement. City of Cape Girardeau Community Development Group Grantee Authoriz Chief EItctt3d Official(signature) Sallie Hemenwa , Director /— f—or not lO n s K_ T Anq l i p Authorized Chief-Elected Official(typed name) Date D M 11 City Manager Title JAN 0 5 20041 . z.- LC, 03 r' Date /BY Submit three (3) original amendments to: PO Box 118, Jefferson City, MO 65102 GRANT AGREEMENT 1 ;'*"0;), (DED Form GA-2002) 4‹'c. STATE OF MISSOURI �� � � DEPARTMENT OF ECONOMIC DEVELOPMENT COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM This grant agreement is made by and between the State of Missouri,Department of Economic Development(DED), herein called "the State" or "DED", and the City of Cave Girardeau herein called the "Grantee", pursuant to the authority of Title I of the Housing and Community Development Act of 1974 (Public Law 93-383), as amended, herein referred to as "The Act" and commonly referred to as the Community Development Block Grant Program(CDBG). The Grantee's submissions(including "Assurances")for CDBG assistance, Department of Housing and Urban Development (HUD) regulations at 24 CFR Part 570, the State's FY-2002 "Consolidated Plan", the State's FY-2002 CDBG Administrative Manual and the State's FY-2002 CDBG Program Guidelines(as now in effect and as may be amended from time to time),which are incorporated by reference,together with the DED Funding Approval form,and any special conditions,which are hereto attached,constitute part of this Agreement. In reliance upon and in consideration of the mutual representations and obligations hereunder,the State and the Grantee agree as follows: (1) Subject to the provisions of this Grant Agreement,the State will make the funding assistance for Federal fiscal year 2002 specified in the attached DED Funding Approval form available to the Grantee upon execution of the Agreement by the parties. The obligation and utilization of the funding assistance provided is subject to the requirements for a release of funds by the State under the Environmental Review Procedures at 24 CFR Part 58 for any activities requiring such release. (2) The Grantee agrees to assume all of the responsibilities for environmental review,decision making and actions,as specified and required in Section 104(g)of the Act and published in 24 CFR Part 58. (3) The Grantee agrees to comply with all applicable requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(42 U.S.C.4601),Sections 104(d), 104(k)and l05(a)(11)of the Act. (4) The grantee agrees to comply with the lead-based paint hazard control laws and regulations specified in Title X of the Housing and Community Development Act of 1992, implementing regulations at 24 CFR Part 35, State statutes governing the licensing and conduct of persons addressing lead paint at Sections 701300 — 324 of RSMO and implementing Work Practice Standards at 19 CSR 30-70; and compliance with OSHA regulations at 29 CFR 1926. (5) The Grantee agrees to accept responsibility for adherence to this Agreement by subrecipient entities to which it makes funding assistance available. (6) The Grantee agrees that any and all such amount of local funds or in-kind (force account) services or materials indicated in the attached Funding Approval form shall be equal to or greater than the amount indicated. (7) The Grantee agrees that any proposed construction-related activity budget variances(from the Funding Approval form)in excess of 10%of the amount of this Agreement or$10,000(whichever is a lesser amount)shall be approved by DED in writing prior to an obligation of funds for such activity;however,any variance shall be approved by the Grantee's governing body in advance of an obligation of such activity. No variance is allowed for non-construction activities such as administration,engineering,audit,and inspection,unless approved by DED. (8) The Grantee agrees to complete the project in its entirety as indicated in the Funding Approval form unless amended in writing by agreement of all parties. (9) The Grantee agrees to comply with all requirements imposed by the State concerning special requirements of law,program requirements,and other administrative requirements,including,but not limited to,the requirement that a grant recipient must repay to the State,upon sale of the CDBG-funded real property to a non-eligible entity,a pro-rata portion of the proceeds of the sale,as set forth in the CDBG Administrative Manual. (10) The Grantee agrees that any CDBG funds remaining from the allocation indicated in the Funding Approval form after the project has been completed shall be returned to DED if they have been drawn to the Grantee's local depository,or cancelled if such funds have not been drawn. (11) The Grantee agrees to comply with OMB Circular A-133,which governs the auditing requirements of these grant monies in accordance with the Single Audit Act of 1984,and to provide DED with all required audits. The CFDA#is 14.228. (12) The Grantee agrees that State and HUD officials shall have full access to any documents or materials relating to this Agreement at any reasonable time. (13) The Grantee agrees that all funds received under this Agreement shall be held and used by the Grantee for kos fifc Whish a project only and none of the funds so held or received shall be diverted to any other use or purpose. 1 U u (14) The Grantee agrees that any material prepared by the Grantee or persons or firms employed or contracted b �r,�,�s ��nqq • • �• to copyright, and the State shall have the unrestricted authority to publish, disclose, distribute or otherwi N Mse,n whebr41 ! ,� reports,data or other material prepared under this agreement. ay (15) The Grantee agrees to comply with the terms of the DED conflict of interest policy. (Page 1 of 2) " (16) The Grantee agrees that any approval of contracts, sub-contracts, material or service orders, or any other obligation by the Grantee or its agents shall not be deemed an obligation by the State,and the State shall not be responsible for fulfillment of the Grantee's obligations. (17) The Grantee agrees to comply with the citizen participation requirements set out in Section 104(a)of the Act, including the State's written Citizens Participation Plan in accordance with Section 508 of the Housing and Community Development Act of 1987. (18) The Grantee agrees to adopt and enforce a policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in nonviolent civil rights demonstrations in accordance with Section 519 of Public Law 101-144 and also agrees to enforce applicable State and local laws against physically barring entrance to or exit from a facility or location which is the subject of such non-violent civil rights demonstrations within its jurisdiction. (19) Any Grantee receiving over $100,000 in CDBG funds agrees to carry out the terms of the "Certification Regarding Government-Wide Restriction on Lobbying"attached hereto and made a part hereof by signing same. (20) The Grantee agrees to comply with the policies and procedures set forth in Executive Order 96-03 for the protection of Missouri's wetlands. (21) The Grantee agrees to obtain and comply with all relevant state and/or federal permits and licenses related to construction and operation of any development activity funded with CDBG.The Grantee agrees and understands that copies of those permits and licenses shall be made available to CDBG,DED,or HUD at request. The Grantee acknowledges that a lack of any such applicable permit or license may restrict access by the Grantee to the grant funds made available by this Agreement. (22) In the event that the State or an audit has determined that the Grantee has failed to comply with this Agreement,the Grantee shall perform remedial actions to correct the deficiency,as determined by the State,which may include: (a) Repayment or reimbursement of CDBG funds spent inappropriately to the State or the local CDBG fund(at DED's discretion); (b) The return of CDBG funds deposited at the Grantee's local financial institution to the State; (c) The return of any equipment,materials or supplies purchased,leased or lease purchased using CDBG funds to DED or the supplier; (d) Other actions as the State deems appropriate. Such actions shall be performed by the Grantee in the time period specified by the State in writing to the Grantee. The State may refuse requests for CDBG funds by the Grantee or other actions as the State deems appropriate to ensure proper performance of the terms of this agreement. (23) The State may terminate this agreement in whole or in part,at any time before the date of completion,whenever it is determined by the State that the Grantee has failed to comply with the conditions of this Agreement. The State shall notify the Grantee in writing of the determination and the reasons for the termination,together with the effective date. The Grantee shall not incur new obligations for the terminated portion after the effective date of the revocation of the Agreement, and it shall be the Grantee's duty to cancel all outstanding obligations that are legally possible. (24) The State and Grantee each binds himself to his successors,executors,administrators,assigns and legal representatives to the other party to this Agreement and to the successors, executors, administrators, assigns and legal representatives of such other party, in respect to all covenants,agreements,and obligations of this agreement. (25) The State agrees that it may at any time,in its sole discretion,give any consent,deferment,subordination,release,satisfaction,or termination of any or all of the Grantee's obligations under this Agreement,with or without valuable consideration,upon such terms and conditions as the State may determine to be (a) advisable to further the purpose of the project or to protect the State's financial interest therein, and (b) consistent with both the statutory purposes of the grant and the limitations of the statutory authority under which it was made. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year indicated in the Funding Approval form. GRANTEE(CITY/VILLAGE/COUNTY): STATE OF MISSOU TYPED NAME: As TYPED NAME. SIGNATU'.' —zL/ SIGNATURE CHIEF XECUTIV OFFICER DATE The Honorable Bo, 'o den,Governor DATE (City or,Vil •:e Board Chairman,or STATE OF MISSOURI Presiding ounty Commissioner) TYPED NAME: /6 L. COri✓� - TYPED N• I • SIGNATURE (461(Aa6CSIGNA ' rba-te ATTEST(City, 1 la or County Clerk,or' DATE Joseph L.Dris 'D' ctor DATE other official of the Grantee) DEPARTME OF ECONOMIC DE '--jLsJ- r U NOTE: THE GRANTEE'S SEAL MUST BE AFFIXED OVER THE GRANTEE'S SIGNATURES. IF NO S I : SEAL BE PROPERLY NOTARIZED. THREE COPIES WITH ORIGINAL AND TYPED SIGNATURES ARE REQ ;' DA iyirt PR 1 1 2003 (Page 2 of 2) By.