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HomeMy WebLinkAboutID Community Block Grant Sub-Recipient AgreementIDAHO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM SUB -RECIPIENT AGREEMENT Sub -recipient Name: East Central Idaho Planning and Development Association (ECIPDA) Sub -recipient Address: 299 East 41h North, Rexburg, ID 83440 Project Title: Teton River Business Development Center Building Expansion Contract No.: THIS CONTRACT is entered into by the City of Rexburg, herein referred to as "the Grantee" and the ECIPDA, and Economic Development District, herein referred to as "the Sub -Recipient." WITNESSETH THAT: WHEREAS, the GRANTEE is a recipient of a Community Development Block Grant (CDBG) to construct a new facility adjacent to the Teton River Business Development Center, owned and operated by the SUB -RECIPIENT; and WHEREAS, this Contract between the GRANTEE and the SUB -RECIPIENT will enable them to enhance cooperation in implementing the GRANTEE CDBG award to accomplish the above -described; and WHEREAS the GRANTEE, in its capacity as a CDBG GRANTEE, has determined that the SUB - RECIPIENT can better supervise the design and construction phases of the building expansion project. WHEREAS the Idaho Department of Commerce "DEPARTMENT" has required the GRANTEE to enter into a contract with the SUB -RECIPIENT specifying the terms and conditions of the GRANTEE delegation of certain CDBG responsibilities to the SUB -RECIPIENT; and WHEREAS, both parties to this contract understand that neither local government involved herein has in any way, expressly or implied, abrogated any of its individual powers, and that this Contract does not create any new organization or legal entity. NOW, THEREFORE, THE GRANTEE AND THE SUB -RECIPIENT MUTUALLY AGREE AS FOLLOWS 1. Compliance Requirements: SUB -RECIPIENT, contractors, and subcontractors, receiving ICDBG funds shall comply with 24 CFR, part 570 Community Development Block Grants and applicable subparts as amended; the terms and conditions of Federal Grant Number B-21-DC-16-0001; the procedures in the DEPARTMENT's ICDBG Application Handbook and Grant Administration Manual; and the DEPARTMENT's most current consolidated plan. SUB -RECIPIENT shall also comply with the GRANTEE's adopted citizen participation plan and the federal requirements as certified to by the chief elected official on the Certifications pages of the GRANTEE's application. 2. CDBG Award: The maximum amount of CDBG assistance awarded to SUB -RECIPIENT by this Contract is Five Hundred Thousand Dollars ($500,000). 3. Match: SUB -RECIPIENT shall provide Eight Hundred Thousand Dollars ($800,000) in cash in matching funds and the other Federal assistance awarded from USDA Rural Development in the amount of One Million Two Hundred Forty Seven Thousand Three Hundred Twelve Dollars ($1,247,312) and an Economic Development Administration pending award of approximately $4,167,088 for the purposes of completing the project described in this Contract. In the event costs exceed the total dollar amount budgeted for the project, SUB -RECIPIENT shall be responsible for providing the additional funds necessary to complete the project. ICDBG Contract Page 1 of 10 4. The Project: Attached hereto as Attachment "A" and incorporated herein is the Scope of Work and Project Schedule. At a minimum, Attachment "A" shall consist of the following components: a. Construction Scope of Work b. Design professional and grant administration c. National Objective d. State Goals e. Schedule 5. Environmental Standards and Conditional Commitment of Funds: GRANTEE and not the SUB - RECIPIENT hereby assumes responsibility for the completion of an environmental review process under the National Environmental Policy Act of 1969 (42 U.S.C. 4321 et seq.) and related laws, as furthered by HUD regulations contained in 24 CFR part 58 and the ICDBG Grant Administration Manual. Notwithstanding any provision of this Contract, the parties hereto agree and acknowledge that this Contract does not constitute a commitment of funds or site approval, and that such commitment of funds or approval may occur only after satisfactory completion of the ICDBG's environmental review process under 24 CFR Part 58 and issuance of the DEPARTMENT's Notice of Concurrence. The parties further agree that the payment of any funds by the DEPARTMENT under this Contract is conditioned on the DEPARTMENT's determination, in its sole discretion, to proceed with, modify or cancel the project based on the results of a subsequent environmental review and agreement upon and implementation of the mitigation measures required by the DEPARTMENT pursuant to Section 6 of this Contract. 6. Mandatory Mitigation Measures: The SUB -RECIPIENT must implement the mitigation measures as identified in Attachment "C". 7. Additional Assurances: SUB -RECIPIENT shall remain fully obligated under this Contract notwithstanding SUB-RECIPIENT's designation of third parties for the undertaking of all or any part of the Project that is the subject matter of this Contract. 8. Relationship of Contracting Parties: SUB -RECIPIENT specifically recognizes and acknowledges that nothing contained in this Agreement shall create, or be deemed to create between SUB - RECIPIENT and the GRANTEE any principal -agent, master -servant, joint venture or employer - employee relationship. SUB -RECIPIENT is solely responsible for the completion of the project, and agrees to complete the project in accordance with the terms of this Agreement. 9. Indemnification: GRANTEE shall indemnify, defend, and save harmless the DEPARTMENT, its officers, agents, employees, and volunteers from and against any and all liability, claims, damages, losses, expenses, actions, settlements, attorneys' fees, and suits whatsoever caused by, arising out of, or in connection with any acts or omissions of GRANTEE, its employees, agents, or Sub -recipients under this Agreement, or GRANTEE's failure to comply with any state or local law, rule, regulation, or ordinance. Upon receipt of the DEPARTMENT's tender of indemnity and defense, GRANTEE shall immediately take all reasonable actions necessary, including, but not limited to, providing a legal defense for the DEPARTMENT, to begin fulfilling its obligation to indemnify, defend, and save harmless the DEPARTMENT. GRANTEE's indemnification and defense liabilities described herein shall apply regardless of any allegations that a claim or suit is attributable in whole or in part to any act or omission of the DEPARTMENT under this Agreement. However, if it is determined by a final judgment that the DEPARTMENT's negligent act or omission is the sole proximate cause of a suit or claim, the DEPARTMENT shall not be entitled to indemnification from GRANTEE with respect to such suit or claim, and the DEPARTMENT, in its discretion, may reimburse GRANTEE for reasonable defense costs attributable to the defense provided by any Special Deputy Attorney General appointed pursuant to section 11.3. ICDBG Contract Page 2 of 10 11.3 Any legal defense provided by GRANTEE to the DEPARTMENT under this section must be free of any conflicts of interest, even if retention of separate legal counsel for the DEPARTMENT is necessary. Any attorney appointed to represent the DEPARTMENT must first qualify as and be appointed by the Attorney General of the State of Idaho as a Special Deputy Attorney General pursuant to Idaho Code Sections 67-1401(13) and 67-1409(1). 10. Period of Performance: Work on the Project covered by this Contract shall begin on April 1, 2022 and shall continue as set forth in Attachment "A" until the Project is completed and closed -out. If SUB-RECIPINET has not completed the Project and submitted all ICDBG close-out documents within two (2) years from the 100% Construction Complete date as set forth in Attachment "A", all remaining and unexpended ICDBG funds will be retained by the DEPARTMENT. 11. Proiect Budget & Payments: Attached hereto as Attachment "B" and incorporated herein is the Project Budget. SUB -RECIPIENT shall adhere to the budget as outlined in Attachment "B." CDBG funds cannot be shifted to new activities or between approved activities without an amendment to this Contract. The use of CDBG funds for administrative costs shall not exceed a maximum of 10% of the total CDBG award. Upon receipt of a valid claim for payment from the SUB -RECIPIENT for allowable project costs as specified in the GRANTEE'S Grant Agreement with the DEPARTMENT, the GRANTEE will request the required amount of CDBG funds from the DEPARTMENT and upon receipt of these funds the GRANTEE will honor the SUB -RECIPIENT'S payment request. Payment for all CDBG construction may be up to ninety-five percent (95%) of the total CDBG construction line items as identified in Attachment "B." The remaining 5% of CDBG construction funds shall be released upon the DEPARTMENT'S approval of the SUBGRANTEE'S Certificate of Substantial Completion and other close-out documents as required by the DEPARTMENT. Payment for all CDBG administration fees may be up to ninety-five percent (95%) of the total CDBG construction line items as identified in Attachment "B." The remaining 5% of CDBG administration fees shall be released upon the DEPARTMENT'S approval of the project's close-out. 12. Remedy for Noncompliance: If the GRANTEE determines in its sole discretion that SUB - RECIPIENT has failed to comply with any term or condition of this Contract or comply with any terms of the GRANTEE'S grant agreement with the DEPARTMENT, the parties agree that the obligation to make payments under this Contract shall be suspended until such noncompliant issue or situation is resolved to the mutual satisfaction of the parties. 13. Contract Amendments: This Contract may be amended at any time by mutual agreement of the parties as evidenced by a written and properly executed amendment. However, in no event shall the nature or purpose of the project be amended from what was generally described in the grant application. 14. Financial and Progress Reports: SUB -RECIPIENT shall keep books, records, and accounts of all activities related to this Contract. SUB -RECIPIENT shall complete and submit to the GRANTEE the CDBG progress reports with each request for funds as specified in the DEPARTMENT'S CDBG Application Handbook. 15. Insurance During Construction: By executing this Contract, SUB -RECIPIENT warrants that SUB - RECIPIENT and Sub -recipient's contractors and other parties selected to perform construction work on the project shall have in effect without interruption from the date of construction commencement ICDBG Contract Page 3 of 10 until the project is closed -out pursuant to the terms of this Contract, the types of insurance deemed necessary by SUB -RECIPIENT and the GRANTEE for the type and amount of construction described in Attachment "A." Further, SUB -RECIPIENT warrants such insurance coverage shall be written on an "occurrence" basis and will be obtained with the following minimum liability limits: a. Workers' Compensation Insurance and Employer's Liability Insurance: (1) State: Statutory Limits (2) Employer's Liability: $100,000 per Accident $500,000 Disease, Policy Limit $100,000 Disease, Each Employee b. Comprehensive or Commercial General Liability Insurance which shall be endorsed to name the DEPARTMENT as an additional insured. It shall include premises operation, owners and contractors protective liability, products and completed operations liability, personal injury liability including employee acts, broad form property damage liability and blanket contractual liability, with no exclusion for explosion (X), collapse (C) and underground (U) hazards: (1) $1,000,000 Each Occurrence (2) $1,000,000 Personal Injury (3) $2,000,000 Products/Completed Operations to be maintained for two (2) years following final payment (4) $2,000,000 General Aggregate c. Automobile Liability Insurance which shall be endorsed to name the DEPARTMENT as an additional insured. It shall include for bodily injury and property damage: $1,000,000 Combined Single Limit. d. Property or Builder's Risk Insurance to include coverage for all direct physical loss, also known as "Special Causes of Loss" in an amount equal to one -hundred percent (100%) of the estimated maximum value of the project upon completion with the broadest form of "all risk" coverage possible. e. Volunteer Liability Insurance coverage if volunteers are used to do project work. 16. Contract Services: SUB -RECIPIENT acknowledges its obligation and agrees to follow state procurement law when contracting for goods or services to be purchased with CDBG funds. SUB - RECIPIENT understands that the procurement information in the DEPARTMENT'S CDBG Application Handbook is designed for assistance only and is not a substitute for the SUB-RECIPIENT's independent legal obligation to make sure SUB -RECIPIENT fully complies with state law. Upon request, SUB -RECIPIENT shall provide the DEPARTMENT with a copy of all documents related to the procurement of contract services. 17. Representation and Warranties: SUB -RECIPIENT represents, warrants, and agrees that the project funded by this Contract, both during construction and at the time of completion and the contemplated use thereof, shall not violate any applicable zoning or use statue, CDBG mitigation measure, ordinance, building code, rule, regulation, or any covenant or agreement of record. SUB -RECIPIENT agrees that it will furnish documentation verifying to the DEPARTMENT'S satisfaction the accuracy of the representations and warranties made in this Section. SUB -RECIPIENT will provide evidence of ownership in the form of fee simple title or long-term lease and right of access or easements for real property on which the project is to be constructed. Clear title ICDBG Contract Page 4 of 10 to all real property necessary for the successful operation of the facilities shall be guaranteed by the SUB -RECIPIENT for the useful life of the project. 18. Use of Real Property: SUB -RECIPIENT represents and agrees that the purchase of any property and undertakings pursuant to this Contract shall be for the purpose of providing, improving, or expanding public infrastructure or facilities. No voluntary or involuntary successor in interest of SUB - RECIPIENT shall acquire any rights or powers under this Contract without prior written consent of the GRANTEE. SUB -RECIPIENT shall not change the use or planned use of any such property, including the beneficiaries of such use, from that for which the acquisition or improvements were made. If SUB - RECIPIENT desires to change the use, SUB -RECIPIENT must submit the request in writing to the DEPARTMENT for prior approval. If changes are made without the DEPARTMENT'S prior approval, all CDBG funds disbursed to SUB -RECIPIENT under this Contract shall become due and payable to the department and the DEPARTMENT shall be excused from making any further disbursements of CDBG funds under this Contract. 19. Conflict of Interest of Members. Officers or Employees of GRANTEE. Members of Local Governing Body or Other Public Officials: No member, officer or employee of SUB -RECIPIENT, contractors or agents; no member of the governing body where the project authorized by this Contract is located; and no public official of such locality or localities who exercises any functions or responsibilities with respect to the project during his tenure or for one (1) year thereafter; shall have any interest, direct or indirect, in any contract or subcontract or the proceeds thereof for work to be performed in connection with the project funded by this Contract. The requirements of this Section are to be included in all agreements, subcontracts and assignments. 20. Audit and Monitoring: The DEPARTMENT and GRANTEE may monitor and make periodic inspections and evaluations of the project funded by this Contract and any books, accounts, reports, files, and other papers and records pertaining to the project. SUB -RECIPIENT shall make its books, accounts, reports, files, and other records available to the DEPARTMENT and GRANTEE during regular working hours. SUB -RECIPIENT shall maintain these books, accounts, reports, files, and other records for at least five (5) years following closeout of the project. The SUB -RECIPIENT hereby agrees to have an annual audit conducted in accordance with 2 CFR Part 200.500. 21. Certification Regarding Debarment: By executing this Contract, SUB -RECIPIENT certifies to the GRANTEE that it will not execute a contract with parties that are identified as debarred, suspended, or ineligible as set forth in 24 CFR part 5. SUB -RECIPIENT also certifies that it is not debarred, suspended, or ineligible as set forth in 24 CFR Part 5. 22. Program Income: If the SUB -RECIPIENT receives program income as defined by 24 CFR 570.489 (e) as a result of expending ICDBG funds the GRANTEE will require that the SUB -RECIPIENT commit to a program income reuse plan with the GRANTEE. 23. Anti -Lobbying: No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress 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 cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, ICDBG Contract Page 5 of 10 an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 24. Termination: This Contract may be terminated at any time without cause by either parry upon thirty (30) days prior written notice being given to the other party. Upon the termination of this Contract, all accounts and payments will be processed according to the terms of this Contract for approved project work rendered to the date of termination. No Authority to Bind: SUB-RECIPEINT has no authority to enter into contracts or agreements on behalf of the GRANTEE. This Agreement does not create a partnership between the parties and nothing contained in this Agreement shall be interpreted to create an employer -employee, master - servant, or principal -agent relationship between the GRANTEE and SUB -RECIPIENT in any respect. 25. Assignment: SUB -RECIPIENT may not assign its rights or delegate its duties, in whole or in part, without the prior written consent of the other. 26. Waiver: The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 27. Entire agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the GRANTEE and SUB -RECIPIENT. 28. Officials, Agents and Employees of Department Not Personally Liable: It is agreed by and between the parties hereto that in no event shall any official, officer, employee or agent of the GRANTEE be in any way liable or responsible for any covenant or agreement, whether expressed or implied, nor for any statement, representation or warranty made in or in connection with this Agreement. In particular, and without limitation of the foregoing, no full-time or part-time agent or employee of the GRANTEE shall have any personal liability or responsibility under this Agreement, and the sole responsibility and liability for the performance of this Agreement and all of the provisions and covenants contained in this Agreement shall rest in and be vested with the State of Idaho. 29. Applicable Law: This Agreement shall be governed by, construed, and enforced in accordance with, the laws of Idaho without regard to its conflicts of law principles. 30. Jurisdiction and Venue: The parties consent to the jurisdiction of the state courts of Ada County in the State of Idaho in the event of any dispute with respect to this Agreement. 31. Headings: The headings have been inserted for convenience solely and are not to be considered when interpreting the provisions of this Agreement. 32. Counterparts: This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 33. Sovereign Immunity: Nothing in this Agreement shall be construed as a waiver of the GRANTEE's sovereign immunity, which immunity is hereby expressly reserved. ICDBG Contract Page 6 of 10 APPROVED: CITY OF REXBURG By: . Title: Date SUB -RECIPIENT ECIPDA By: _ Title: Date ICDBG Contract Page 7 of 10 ATTACHMENT A Contract No.: CDBG- Project Scope of Work and Schedule A. Construction Scope of Work: [Describe project] B. Design Professional and Grant Administration: Professional services necessary to design and administer the construction scope of work and the GRANTEE's plans in accordance with applicable codes and regulations. [Describe professional services to be provided] C. Schedule: Design Professional Contract Executed Grant Administration Contract Executed Environmental Release Bid Document Approval Bid Opening Construction Contract Executed Start Construction Certificate of Substantial Completion Construction 100% Complete Project Closeout ICDBG Contract Page 8 of 10 ATTACHMENT B Contract No.: CDBG- Budget LINE ITEMS AMOUNTS ICDBG Grant County In -Kind Private In -Kind blank blank blank blank Total Administrative Expenses* $0 Project Planning $0 Design Professional $0 Construction $0 $0 $0 Total Costs $0 $0 $0 $0 $0 $0 Remarks: *No more than 10% of ICDBG funds shall be used for Administrative expenses. ICDBG Contract Page 9 of 10