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277045 Community WNITE - CITY CLERK PINK - FINANCE Devel opment �°�'7�4 CANARY - DEPARTMENT G I T Y O F S A I N T PA LT L COUi1C1I � BLUE - MAYOR � File N . Council Resolution Presented By Referred To Committee: Date Out of Committee By Date WHEREAS, the Council of the City of Saint Paul did authorize the submission of an Urban Development Action Grant application for the District Heating Development project on July 31, 1980 by Council File Number 275377, to the U.S. Department of Housing and Urban Development, in such form as prescribed by the applicable rules and regulations; and WHEREAS, the U.S. Department of Housing and Urban Development has approved said grant application in the amount of $7,700,000, as stated in the attached notice of award letter; now, therefore, be it RESOLVED, that the Council of the City of Saint Paul does hereby accept the said grant from the U.S. Department of Housing and Urban Development for the District Heating Development project; and be it FURTHER RESOLVED, that the proper City officials are hereby authorized and directed to execute such agreements and to provide such assurances as necessary between the City of Saint Paul and the U.S. Department of Housing and Urban Development for the Urban Development Action Grant for the District Heating Development project; and be it FINALLY RESOLVED, that the proper City officials are hereby authorized and directed to execute such agreements as are necessary between the City of Saint Paul and the Participating Parties as defined in the Grant Agreement for the District Heating Development project. COUNCILMEN Yeas Nays Requestgd by Department of: H�^t i D v m n 'vi ion �evine In Favor l�IrddQ� ` , McMahon Showalter � __ Against BY -'��'`�`"2 ��els�eo- Wilson JUN 2 5 1981 Form Ap d by City Attor ey Adopted by Council: Date — Cer fiE:d • -sed by Co �I S r t BY B � . Appro d ;Vlayor: Dat UN � 9 198)° pppr by Mayor for Su s ' to Co ncil gy B � UBLISHE� .1 U L 3 �� . ./ " � � �'`� �� 1Si�i�r o'�g � e �'�� . '- ; * � * ; DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT � ~� I II I ° WASHINGTON, D.C. 20410 � . � � �b�'A�M+� � APR 2 7 1981 � � ry^ 1��) �� . . � ��. ( /,, SC.. .A.,,.-T�(-tL.,.. V �j � �� OFFIGE OF TME ASSISTANT SECRETARY � I FOR COMMUNITY PLANNiNG AND DEVEIOPMENT . - iN REPLV REFEii i0. . .A��.g�� . ' �l4,��l��W�.� � � Honorable George Latimer � Mayor of St. Paul j St. Paul , Minnesota 55102 � Re: UDAG Grant Agreement � Grant Number B-81-AA-27-0028 � � Dear Mayor Latimer: � This is to notify your City that its application for an Urban Development Action Grant for the above project has received preliminary approval in the amount of $7,700,000. I am pleased to forward for your signature four (4) copies of the Grant Agreer�ent for the above Urban Development Action Grant. I have signed the Si nature Pa e of all copies. If they meet with your approval , kindly sign all four 4 copies on the line indicated on page 20 entitled Siqnature Page. When you have signed the copies of the Grant Agreement, please forward two (2) duplicate originals of the Grant Agreement to the HUD Area Office. The Area Office will then complete the processing of the grant. Also, one (1 ) copy of the Grant�A reeme�nt should be immediately forwarded to: U.S. Department of Housing an Ud rban Oevelopment, Attention: UDAG, Room 7232, 451 7th Street, S.W. , Washington, D.C. 20410. Your attention is particularly directed to Exhibits E and F of the Grant Agreement. Exhibit E sets forth the required evidentiary materials which must be submitted and accepted prior to the use of grant funds and Exhibit F sets forth the performance schedule. You will note that the drawdown of funds on Letter of Credit is conditioned upon the prior submission and acceptance by HUD of certain evidentiary materials relating to the required commitments. While the execution of the Grant Agreement by HUD obligates the grant funds for this project in the above stated amount, it does not automatically authorize d'isbursements of the grant funds. Authority for the actual drawdown of any grant funds against your Letter of Credit is contingent upon your meeting conditions set forth in the Grant Agreement. Unless otherwise provided for in the Grant Agreement, no costs may be reimbursed out of grant funds until all environmental clearances have been completed and the conditions in the Grant Agreement have been met to HUD' s satisfaction. �'��.�� 2 - You should also be aware that the Action Grant program regulations, 24 CFR, Section 570.451 (f) , published on November 5, 1980 require submission of quarterly progress reports which are due in our office on January 10, April 10, July 10, and October 10 of each year until the project is completed. The form to be used for this report is enclosed. Should you have any questions about this Grant Agreement, please call the Action Grant Office at (202) 755-6035. • Sincerely, � �� / /�" �- � � Donald G.'bodge Act�ng General Deputy Assistant Secretary Enclosures � � , . co + k 'OM Ol : 12/1975 r Rev.: 9/8/76 � EXPLANATION OF ADMINISTRATIVE ORDfRS, � F+��4"-� ' RESOl,UTI NS, AND R � �� I � � � � I . oate:� 6 —p— I'l �ECEIVEp � . JUN 19 1981 MAYQRS QFFICE T0: � MAYOR GEORGE LATIMER ' � FR: � J�mes J. Be11us I � RE: Resolution Accepting Gr�nt Award from HUD for District Heating ; ' � I . � j �_�:. � ACTI N RE UESTED: � Sign attached resolu�ipn, and transmit to City Council I � _ _ � � � ` j _ : � ; � _ � � . PUR OSE AND RATIONALE FOR THIS ACTION: Cfity Council ac�ion necessary for City to accept grant award and sign grant ,agreement. . f . Fi r, r � �q( Tm a�'�- : �iC.�r o�-� �• '�07.3 �n�G� a..o a. �Co-�-- � � H a�� 7'�t.. �.c r-�'� �yy�,-- . (� � .�� <<�.-r �-�.) ti fr e�c � �.�� a ,.�-�� r c��r- - . ATT CHMENTS: r r Cfity Cqunc�l nesQlution accepting gra�nt awat^d, 1 � Letter announeing-grant awa�rd, from HUD � �r�� "��" � I G . . C1��' �� 5��.��.� �.AVr�, ' . ; ,'r`� OFF'zCZ, OF T�1�. Ci�rY COII��?r, �� ;,�. ;.i,.�,l�:i: _, . �� 4 ' i,:: �`��`�� ',i � ;.� - � , ._, .�;.-.�. .. �� a t e : June 18, 1981 ., y �� -;,-�_-� � , Gflf�d� �� 1 i T � � � � � � R� � _ � . � � - 7� p : Sainfi Pa�ul Ci�� Caur��l �_ � :��= �� Q � : Cp��j�-�7E�; pi7 . FIPJANCE, iNANAGEMENT & PERSONNEL . - � George P1cMafion . ; ehoirman, makes i'he fiol io�.ving � � , � . repart on �C.F: . � � �] Ordinunce . . . (2) �X] Resolution � . � . . • � O;h er . . - .- � . , . � � 7' t�3'L� : . � . At its meeting �of June 18, 1981 , the Finance Corrrnittee recommended approval of the following: � � � � _ 1 . Citizen Participation Budgets, July 1981 through June 1982, as recorr�riended _ by the �layor, with u�nderstanding that budgets for Districts� l4 and 15 be � contingent upon .future order of the Court. 2. Resolution accepting. UDAG grant and authorizing execution of agreements � � between the -City�and HUD for District Heating Development Project. ' . � � �. • I . .. ; . , , � '7' �I11I.L Sfi\'E!�TH FJAO�? SAi\T PAUL, M[\\ESJT:1 S.il�� .•� _*,-_. . ' - . --� ,.., ..., . ,.* .. ��,�!� UNITED STp,TES DEPARZMEtdT OF EiOUSING A1�ID (JRBAN DEVEIAPM�y' ASSISTANr S�CRETARY FOR CG��iLJNITY PLAI��ING AND D�'VEIAPME=:t Office of Urban Development A�ction Grants U D A G G R A N T A G R E E M E N T , Urban Development Action �rant Ur�der Section 119 . of the Housing and Coc�nunity Development Act of 1974 (Public Law 93-383, as Amended) A C Name of Recipient UI3AG Grant N�m�ber City of St. �aul , Minnesota B-81-AA-27-0028 B D • Address of Recipient Preliminary APP�val Date 347 City Hall Saint Paul , Minnesota 55102 April 7, 1981 E Amount of Grant . $7,700,000 - '� ULY�G OFFICE USE ObII�Y F - G H I J �vel Zyped Date Cbligation Date Attorne Off. Nb. Da Yr. Mo• Da Yr. G A D A C K D L 0 4 1 3 8 1 � � � �j � � K L I�;ew perr?��an°nt Jobs Poc�:ets of Povert Grant Ratio �btal Ir�/�b� CE".A Minority :�o/rSod Resident Jobs Czte�o_�v �'4�,G PVT C I :. 1 = _ _ _ 40 N/A N/A N/A N/A X [d N O P Q R Date First LBCs D�Le Nb. Da Yr. 1 1 1 5 8 1 .r�.. � , . . 7 i i A= i } ;'��,� : � . �iAFL� OF CUIv�l'QJ�l►� U I; �� G G kt, Il "i' �1 C k F: f. I'� E� 1� `1 INZRC;L'LiC`iUKI � F rearable , 1 F�citals 1 AR'I'ICL£: I - GETlEF�L PF��VISIUI�� "acle Section 1.01 Contents cf I�xreement 2 Section 1.02 Exhibits Incorporated 2 Section 1.03 C'�eneral L�ef initions � AF:''iICLE II - P.�•.�OLT�!T AI�I; AU'Tf�:�RIZEi USE:� GF CP,APa�l F'Ui;L`S F'age Section 2.C1 Cxant Assistance F2nvided 3 Sectiaz 2.02 Authorized Lses of Grant F'urr7s 4 �ection 2.G3 �j ustr�.�ents to Grant F'unds 4 Sectiaz 2.04 Recipient's Lse of �=royram Incczi�e 4 P,Fu'ICLf III - �IS�.LRSF��I�TJ2' GF' GRAP,�i F'Lt�L� �-age Secticn 3.01 Letter of Credit Yrocec�ures � Section 3.02 Incurrinc Costs tor Froject Activities 5 Sectia� 3.03 Autt�orization by the Secretary for the Fieci�ient to 6 - Lraw Grant FunUs A�iICLE. IV — C7CP'�LII��C� HiI2'Fi FF',r:EI�L RL�L£S �aL� UL�G RFJC7LLAZIOIvS �age Sectirn 4.01 L,elegation anci ��cceptance of Responsibilities 7 Ltzder Federal Rules Section 4.U2 Compliance with U�AG F�gulations � 11RTICLE V - REPRESF'Id'iA7'IOPvS, H:AFt�lAN2IE;� APaI:` SF-'�CIFIC O�LIGA'I'ICI�S F'age Section 5.01 I�cipient's �epresentations and H:arranties 7 Sectiaz 5.02 Gbligation �o Crnplete F<ecipient Activities 8 As Sched uled Section 5.03 Obliyation to Achieve Projected Jobs . � Secticn 5.04 Obligation to Cure i'itle Defects 9 . Section S.US t�otification and �ction Upon Default 9 AFfiICL�, VI - IP�.SPLC�l'ION AIaD Rf:VIE4: �age Section 6.01 Iuty to P�aintain, and F2icrhts to Inspect arx� C;opy, 9 Looks, Records arx] �ocur��ents section 6.02 Site Visits 9 Sectirn 6.03 Luration ot Ins��ction kights 9 Section 6.04 l�e�orts % AF�iICLE, VII - L�;F�[iL�iS Ai�L I�iLL'ILS �-age Section 7.U1 Lefaults lU Secticn 7.02 Remedies Upon Default 1� A�".'iICLE VIII - CEF�`iIF'ICATIUi�S FY P.ECIPIF.N2 �ge Section 8.01 Certifications U�n Lraw of r'unds 10 Section 8.02 Certificatiort tifter Completion of All 11 Recipient Activities Section 8.03 Certification After Completion of All . 11 Non-Recipient Activities �'evised 6/8C i /` , , � , � , . t,, �'�'�� , , �• • - TAEL,E: GF CUP�l'Et�75 - Continued tii-fi�ICLE., I� - 2f:II3L• FAP.'lY COt�'IRAC`l' RE�UIF;��i�:i�2S Page Section S.O1 Escrow of F�rr�gram Inca:le 11 Section 9.02 Progi�am Incane A�lied to C;osts 11 Section �.G3 Proc;ram Incor:�e for �itle I l�ctivities 11 Section 9.04 Assurance of t�overnmental Approvals 12 Section 9.05 Completion of �roject � 12 Secticn 9.06 Assurances of I�rojected �obs 1� Section 9.07 h�aintaining �ecorc�s atx7 Faght to Inspect 12 Sectiai 9.G8 Access t�o F�roject • 12 Section 9.09 r� Assigrut�ent or Succession 12 Section 9.1U Secretary A�proval ot Ar�enc7�nents 13 Section 9.11 L:isclairier of R,elationships 13 Secti� 9.12 Lir►itation of Recipient Liability for Froject 13 Activities Section 9.13 (:onflict af Interest 13 Sectiaz 9.14 Froject Signs 13 � . I�L'ICLF. X - EVIDE�1'I'IARY M�ATERIALS Section 10.01 Comnitments of FartiCipating �arties - General 13 Section 10.02 Forr� of Docur,ientary E�idenoe - General 14 Section 1G.03 Opinions of �cipient's Counsel 14 Section 1G.04 Et�idence of Contracts - F'orn� 14 Section 1U.05 Et�ic�ence of Loan Co��itments - Fr�rn� 14 Section 10.06 E�idence of Loans - F'orm 15 Section 10.07 �vidence of LiquiG Assets - �nnn 15 Section 1U.08 �vidence of F"inances Satisfactc,ry to 1� � CounSel - Fbrr.i Section 10.U9 Anti-Specula�ion Frovisions - Sale of 16 F.�eal Froperty Section 10.10 �vidence of Zitle to Fceal Property - Fbrrn ' 16 �l°icr� x1 - rssc�:r�u��o�s _ Section 11.01 PJotices . 17 Section 11.02 Assignment 17 Section 11.03 Successors Eound 17 Section 11.04 Remedies Not Impaired 17 Section 11.05 Curr�ulative F:emedies 17 �Section 11.06 5everability 17 Section 11.07 Entire Agreen�ent 18 Section 11.U8 Execution in Counterparts 18 Section 11.09 'I�ble of Contents; Titles ar�d ��adings ls Section 11.10 Amendment of this Grant Agreement 18 r " Section 11.11 �isclairier of F�elationships 18 Section 11.12 Governing Iaw 18 Section 11.13 4�aiver by Secretary 18 � Section 11.14 Effective �ate 18 • Section 11.15 Z�nnirration of Crant Agreement 19 SCNE��LLE OF FY�:I�.I7S EX�iIHIT A SUPPLEI�';FN'lARY PRU4ISIOtaS EXE1IfiIT F� LF'SCRIP`iIUN OF R.FJCIPIF:.1�i`l� ACTIVI'1`IES EXfiIEIT C L'f,SCRIP'I'IOP� OF' t�7GN-FF�C;IPIEiV'T' HC'1I�'I'i'I�S �XHIBIZ' D F�ROJIIC'1� EDLC:f�T - SUl�lhiAkY UE' P1mFC6ED �XPf.TdDI�l'UFES EXhI�IT E F��UIFiF;D �VZD�,C�TIARY �;AZ�,kIAL.S EXE�BIT F' F�JEIC`i` PERF�G�;ANCE S(;IIE;CiJLb Revised 6/80 ii f � , . . • ' Y 12 � ��,^�� . . P R b A N E L E Tf;IS C.RAtv�l ACiREF�NiE�J�' 1S riade and entered into by and between i'f'� SECkEZAR�: GF f�USIPJG AIvL URFAr: TE�VELOPh�Iv"I', acting by arr7 throuqh the Assistant Secretary for Cor:munity FlanninS arr7 Develo�aent, as representative of the United S�t.ates of Anlerica, and the k��CIPIFtd�. . k � C I 7.' AL :: �i'�;�; R�,CIPI��''i. has applied ta tt�e Secretary for grant assistance under the liIY�� Program to undertake activities which are consistent with the provisions of 5ection 119 of the Act and the UL'AG Regulations; and , � �ih�, S�CF�Z�.R�c, in reliance upon the representations set forth in the �,pplication, has ap�:roved the award of grant funds to the Recipient, to be expencied by the Recipient in conformity with ihe requirerients and �rovisions of this Crant Agreement; IN QOr?SIL•ERAZ`IUIv of �the mutual promises and covenants contained in this Grant Agreement, the Secretary and the Fceci�ient agree as follows: e Revised 6/80 1 r� .1 , t V • � , � � � AF.ZICLF, I GF;N�:RAL F�d�VISIONS Section 1.01 Contents of Ayreement Zfiis agreement shall consist .of this Grant Agreement and the Application, as may, f rom time to time, be ar�ended. •' Section 1.02 Exhibits Incor�orated _ All exhibits which are referred to in this Grant Agreer,�ent and are attaclied hereto are incorporated herein :and made a part hereof. Section 1.03 General �efinitions imless specifically provided otherwise or the context otherwise reyuires, wheri usea in ttiis C:rant Agreer.ient: ' (1) "Act" means the E�using and (;onn�unity Lev�loprient Act of 1974, Pub. L. Iv�. 93-383, as urr�ended. ' (2) "A�.plication" means tt;e A�plication F'or F'cderal Assistance, ar,�c� sucti other sukr�ittals, as are specified in E,xhibit A of this Grailt A�reeraent. (3) "I�fault" means any default set fortti in subsectior� (a) of Section 7.G1 of this Grant Agreement. � (4) "Fligible Costs" r�eans casts for the activities specif ied iri Exhibits b and C of this Grant Agreer.,ent for which grant funds are budgeteci as specified in Exhi�it L' of this Grant Agreemerit, provided that such costs • (i) are not incurred in connection witt� any activity which, under 24 C.F'.R. Part 570, as may be from time to, time amended, are ineligible urider the liLAG Proqram, and (ii) conforr.l to the requirements of Attachnent � to Federal h';azagement Circular 74-4 (Cost Principles Ap�licable to Crants and Contracts with State arc3 Local Covernment) , as may be from time to time amended. �r purposes of determining the confonuity of_costs to said Attachment �, all costs s�t forth in Section C ttiereof except for "prearra.ngement costs" and "pro�osal o�sts (which are eligible only to the extent authorized in Section 57U.454 of 24. C.,F.R. Part 570) may be considered eligible without prior approval of the Secretary. (5) "Fnvironr.iental Conditions" means ttie conclitions imposed by law, �rticularly 24 C.F.R. Part 58, and the provisions of this Grant Ayreement which �rohibit or limit the c�uaitrnent and use of grant funds until certain proced�al requirements have k�een canpleted. (6) "�nvironmental F.ec�uirements" means the reyuirements Gescribeci - in 24 C.F'.k. Part 5�. (7) "�nviranrnental Studies" means «11 eliyible activities necessary to �roduce an "environmental c7ocur;�ent", as that terni is defined at Section 1508.10 � ot 40 C.F.R. Part 1508, or to ccm�ly with the requiren�ents of 24 C.F.R. Part 58. (8) °�rant F'unds" r�eans thase funds to be provided k�y hU� to P.eci�.�ient �aarsuarit to the tern�s of this Grant Arreement, as specified in Exhibit A of this Grant Agreement. (9) "t.`UD" means the United States Lepart�nent of F)ousing and Urban Develq�ment. (10) "Ietter of Crec�it" r.ieans ttie letter cf credit tc he issued or amended by the Lepartment of the Treasury pursuant to Section 3.01 of this Grant Agreement. Revised 6/80 2 . . ' � '�� . , � a+ (11) "Non-Reci�ient Activities" mearis those activities of the Prcject to k�e carried out by Participatiix� Farties, other than the Recipient or an agent or agency of the Ftecipient, which activities a�e c�escribed in E,xhibit C of this C:rant Agreement. (12) "Partici��ating Party" r�eans any person, finu, corporation or entity identifiea as such in Exhibit l� of this (�rant tigreernent. Identificatioti as a "Participating ��arty" signifies that ttle Secretary, in selecting tYie Reci�:ient for ttie award of ti�is grant, relied in r,iaterial �art u�An a representation that the �arty so identified will can�lete a sp�cific-�c7 portion of the Froject or a specific activity necessary for the ca��F��etic�n of the �zoject. (13) "Prograr,i Inc�rie" rneans the ULAG �:ercentage of: (i) an�• iriccme earned ' by I<ecipient, or an aqent or ac�ency of Reci�;ient, frorn the dis�sition of real or personal property acquired in whole or in part with grant funds; ( ii) the re�.ayrnent proceeds Eincludinu principal and interest) of any loan made in whole or in �art with yrant funds; (iii) any other revenues defined as progran inccxne in 24 C.E.F. Part 57Q, Subpart �, anu (iv) any inc�<<e froi►� an activity where it is specifically declared in Exhibzt A of this C:rant Agreenent that the income frorri such activity shall be deemed to k�e Frorram Incame. 'I#�e "LLAG percentaye" n�eans ar� amount coraputed by applying the �ercentage of participation of grant funds in the total cost of . acquisition of pro�erty, in the total amount of a loan, or in the total cost of ' an activity, to the income from the disposition of such property, the total repayment groceeds of such loan, or the incc�e from such activity. (14) "Pockets of I-werty Project" �:�eans a Froject apgroved based on an application sui�nitted and approved pursuant tc Section 119(b) (2) af the Act. (15) "�-'�roject° ir�eans the activities de�cribea in ttie F��lication and in Exhibits f , C ai�d � of this Crant Agreen�ent �ahich are to be carried out to meet the objectives of the LD�G Froc�rart. (16) "Fecipient" n�earis tY�e local governn�ental entity receiviriy grant funds pursuant to tt�is �rant Ayreer!ent, as ��ore particularly identified ori the cover page of this Grant �reement. ' (17) "P,�cipient Activities" nea�s those activities of the Project to be 'carried out by the F.eci��ient, or an agent or a5ency of the F.ecipient, which activities are de�crik�ed in �.xYiibit E of this Grant T�reeraent. (18) "Secretary" rneans the Secretary of I.ousiny ar�d L'rk�an Levelo�xr,ent cr any ottier official of f.OL� to r�hom the Secretary has oelegated authority to act with respect to matters covered by this Grant Agreement. (19) "LLAC: Pr�gram" r�eans the Urban Development Action C'rant Progran established by �?L'r pursuant to Section 119 of tt�e Act. (20) "[:�AG Regulations" r,ieans the regulations set forth in 24 C.F'.F. f • �-art 570, Sub�art G, as the sanie may, frora tune to time, be amendeG. - ARTICI� II � AN:Otn`:`I' AtvL'� AU'I'FiOkI Z�L' liSL'S Of' C:Rl-�i��i' FULVI�6 Section 2.01 (.rant Assistance ��rovided In cc�nsic�eration of ttie various obliyations undertaken by the Recipient gzrsuant to this Grant Ac,reer��ent, and in eonsic:eration of tt�e obligations to be undertaken by Participatirx; �arties, as reYresented by the F'�eci�ient in the A��lication, ttie Secretary agrees, suk�ject to the tern�s ar�d con�itions set forth herein, to provide the kecipient with grant fur�is in the amount s�ecified in I:xhibit A of this Grant Ac�reer:�ent. Revised 6/80 3 11 r, � t, ��,�'r �' � � � Section 2.02 Authorized Lses of Crant F1.uzds 'li�e grant funds proviaed to the F�cipient pursuant to this Grant Ac�reer;�ent stiall be used only for ttie specific purposes c3escribed in �,xhibits � and C of this Grant Agreernent ancl in the amounts buc�geted in �:xhibit L of this Grant Agreement, subject to the �roject an�endments provisions ot the LT1�� Regulations. Section 2.03 Adjustments. to Crant Funds �ihe a�rount cf yrant funcis which the Secretary has ayreed to provide to the Recipient under this Grant Agreei�ient has been detenained by the Secretary • in reliance upon tt�e cost estimates of the �'.�cipient with respect to the activities set forth in the T��lication and the in�estment co�itrients of Participating Parties. - Z�e Secretary reserves the right to reduce the grant arrount (i) to conform to any revision to which the Recipient and the Secretary may agree with respect to Exhibits E, C or L• of this Grant Agreement, (ii) if the actual casts for activities are lower than those set forth in Extiibits �, C or L of this Grant Agreement, or (iii) if the investment by ParticiFating Farties is less than the amounts specified in Fxhibits E, C, L or E of this Grant Agreement. Sectien 2.G4 Recipient's Use of Frogram Income � ' (a) In order to �:ravide funds to assure car�Fletion of the Recipient Activities, the Secretary shall have the right to require all F'ror�ram Income received by the Recipient, or by any Participatinc� Party, prior to the car�ipletion of all Recipient Activities, to be deposited in escrow under arrangements a�rovea by the Secretary. �lYle Secretary r:�ay exercise said riyht either by specifying such requirement in �'xhibit A of this Grant Agreement or by se�;arate written instructions to the Recipient delivered at any time prior to the con��letion of all kecipient Activities and the draw cf c�rant funus to pay casts incurred for such activities. (b) Unless otherwise s�ecificall�� statea in Exhibit �� of this Crant Pr�reen�ent, all Program Incorr�e which is received by the kecipient or any Farticipatirr� Party, �rior to ca;lpletion of all I<ecipient F:ctivities shall be used prior tc, �i i.n �lace of, any draw under the Letter o� Credit to �t-� extent adequate to pay costs so incurred. • (c) Unless otherwise specifically stated in fxhibit A of this Grant Agreertent or in the clese-out ayreer�ent k�etween ttie Ftecipient and FiUL, all Program Income received by the Recipient, or any �articipating Party, after the canpletion of all Recipient Activities shall be usec� by the F'.ecipient, or th2 F-articipating Farty subject to the approval of the �ecipient, fcr cor�r�unity or economic de�elopment activities elic;ible for assistarice under `iitle I of the Act. (d) For �ckets of �verty Frojects, all Program Incorle received by the F.ecipient, or any Farticipating Party, after the ccrnpletion of all Recipient Activities shall be used only for activities which directly k�enefit low- and rioc]erate-incrn�e residents of the �,ocket. P.F;TICLE III �ISEliRSF:N�F1`��' CF CFA[:T FLP�I:b �ection 3.01 Letter ef Credit Procedures (a) Pra:��tly after the �ecretary tias receivea from the l;�cipient not less tt�an three (3) fully executec3 copies of this �rant Agreer:ient ana has ap��roved evidentiary materials requireu by Exhibit � of this C,rant Ayreement that would allow a drawdown of grant funds pursuant to the ten:�s of Extiibit F of this Grant Ayreer,�ent, the Secretary shall cause a Letter of Crecait to be issued to the Reci�ient k�y the Department of the 2reasury, or shall cause tYie Letter of Credit previously issued to the Recipient by the Cepartment of the `lreasury witt� respect to the Caiununity Revised 6/80 4 � . - . . ` . .� . . �+ . I�velopn�ent Flock Crant F�ronram under 7itle I of the Act to k�e increased, in accordance with procedur�s established by the L'epartment of the ''i'reasury, in an amount not to exceed the amount of �rant funds referenced in Section 2.01 and specified in Exhibit a of this �Grant Agreement. (b) Zhe authorization to use the Letter _cf Cre�it and to �ay costs out of grant funds shall k� governed by_ the provision� of this Crant Agreement anu shall be subject to all conditions F�rec�dent to the Recipient's draH> of qrant funds which are s�.ecified in this Crant:Agreer,l�Ilt.. Zfie R�cipient shall not draw upon ttie Letter of Credit until the Secretary has authori�ed the Recipient to draw pursuant to Section 3.03 ot this C:rant Agreement. (c) �ir►e F:eci�,�ient is duthoriz�d to draw grant iunds against ttie Letter of Credit only in accordance with the �r�visions of this Grant Agreement and the procedures established by the Secretary arid the I��artment of the ireasury. t�o payrnent by the �epartrient of the Zreasury of an inproper or unauthorizec3 draw to the F:ecipient shall constitute a waiver of the rioht of the Secretary to challenge the vali.c�ity of such draw, to enforce all � rights and remedies set fortti in this (�rant Agreement, or to take corre�tive or rernedial administrative action ��ursuant to the �IY�C: kegulations, which action may include, without limitation, susFension or termination of the Recipient's funaing under this Grant fiyreenent. (d) lhe disposition of any c�rant funds that r�,ain available under -- the Letter of Credit followinc3 ccmpletion of the Froject, or ttie terniination of this Crant Agreement by the Secretary, or its termination for any cause, shall be in accordance with close-out procedures then in effect or established . by the Secretary, and the Recipient shall not have any rights to such grant funds. - Section 3.02 Incurring Costs for Project Activities " (a) iyhe use of grant funds is conditioned upon the Fecipient incurring costs to be paid in accordance with this Crant Arreement or as otherwise approved by the Secretary in ��riting. ZY�e incurring of c�sts to k�e paid out of grant funds shall be governed by the following: (1) E:xcept for the �ost of application �re�aration for small cities as s�ecified in the UI:�G Ke�ulations, no casts incurred prior to the preliminary a�proval ciate riay be paid out of c�rant funds. (2) After the preliminary approval date, eligible administrative costs, including but not linited tc costs of f�vironmental Studies, may be • incurred before or after the effecti.ve date of tliis Crant Agreement, as � defined in Section 11.14 below, and the satisfaction ot enviroruaental conditions. - (3) Except as perrnitted by 24 C.F.R. Fart 58, no other costs to � be paid out of grant funds may be incurred by the Recipient or any Partici�ating Farty until all Environmental Conditions of 24 C.F.&. Part 58 have been fulll satisfied and the Secretary has issuec, the environr,�ental releases required by 24 C.F.R. Part 58. . (4) After the Recipient has satisfied all of the �:nvironmental Conditions anc7 the Secretary has issuec� the reguired envirorunental releases, then at any time after the Preliminary A�roval L�te for this Project, the Recipient and the Participatinc� Parties may incur eligible costs to be paid out of grant funds. Revised 6/80 5 � , . . ,� . . , �. . (b) 'rhe authorization to incur costs in subsection (a) above is not an authorization to reimburse those costs and does not mean or i�ly that such oosts will be re�mbursed out of grant funds. The Recipient and Participating Parties may voluntaj:ily, at their awn risk, and upon their awn credit and expense, �ncur casts as authorized in subsection (a) above, but their authority to re�mburse or to be reimbursed out of grant funds shall be governed by the provisions of this Grant Agreement applicable tA the payment of oosts and the release of funds by the Secret.ary. � (c) Neither the Recipient nor any Participating Party shall incur any costs in coruvection with any activity to_be paid for, in whole or in part, with grant funds, even though such costs will not be re�mbursed out of grant funds, unless such costs could be incurred pursuant to subsection (a) of this � Section 3.02 if such costs were to be paid out of grant funds. (d) Prior to the issuance by the Secreta.ry of the environmental releases required by 24 C.F.R. Part 58, the Recipient may not use any funds, includzng local funds, to take any action with respect to the Project where such action might have an adverse environmental effect, would limit ch�oices among ca�eting alternatives, or miqht alter the enviror�n�ental premises on which the pending clearance is based in such a fashion that the validity of � . the wnclusions to be reached wnuld be affec�ed. Section 3.03 Authorization by the Secretary for the Recipient to Draw Grant Funds (a) No costs may be paid out of grant funds prior to the issuance by the Secretary of the enviroru�ntal releases required by 24 C.F.R. Part 58, a written approval by the Secretary of required evidentiary materials as specified in Exhi:bits E and F of this Grant Agreement, and written authorization fran the Secretary to draw grant funds ur�cler the Lett�er of Credit. (b) Al1 certifications and other materials required by this Grant Agreeirent to be submi.tted to the Secretazy as conditions precedent to the Recipient's authority tA pay costs out of grant funds shall be sub��itted'by the Recipient prior to any draw of grant funds under the Letter of Credit. � (c) Unless Exhibit E or F of this Grant Agreem�xit authorizes the phasing or staging of the Recipient's draw of grant funds, then upon a finding by the Secretary that the Recipient has subanitted, in a timely m-jruzer and in a�ceptable form and content, all of the evidentiary materials specified in Exhibit E of this Grant Agreeqrnazt and upon approval by the Secretary of said � evidentiary materials; and if no default has occurred, as defined in subsection (a) of Section 7.01 of this Grant Agreement, the Secretary shall prcanptly issue to the Recipient a written authorization to draw grant funds Lmder the Letter of Credit for the purposes authprized by this Grant Agreement. (d1 If Exhi.bit E or F of this Grant Agreement authorizes the . � phasing or staging of the Recipient's draw of grant funds, then upon a finding by the Secretary that the Recipient has subanitted, in a timely n�anner and in acceptable fo�n and content, all of the evidentiary materials specified in Exhibit E of this Grant Agreement to be submitted to and accepted by the � Secretary for any particular phase or stage of the draw of grant funds; and upon approval by the Secretary of said evidentiary materials; and if no default has occurred, as defineci in subsection (a) of Section 7.01 of this Grant Agreement, the Secretary shall pro�tly issue to the Recipient a written authorization to draw grant furuls under the Letter of Gredit in accordance with any requireme.nts or authorizatians descri.bed in Exhibit E or F respecting the particular phase or stage of the draw of grant funds. (e) Prior to the Recipient's payment of any costs with grant funds, and prior tA the Recipient's drawing of any grant funds under the Letter of Gredit, the Recipient shall ru�t have been served by the Secreta�.y with any notice suspending the Recipient's authority to draw grant funas under the Letter of Credit, nor be in breach of th�e Recipient's obligation to report a default, pursuant to subsection (a) of Section 5.05 of this Grant Agreeme�zt. Revised 6/80 6 _ 1 � _ �1 • � - � .��.� • L�.1�114L�L:� 1 V� � CCMPLIANCE WITH FEDE�IL RULES AND UL�G.REC�JLATIONS Section 4.01 Delegation and Acceptance of Responsibilities Ur�er Federal Rules By its execution of this Grant Agreement, the Recipient represents and warrants that it has the legal capacity tA asst.mie the responsi.bilities for o�liance with all appTicable Federal rules and agrees an�d undertakes to assume and carry out all such responsi.bilities in accordance with all the requir�;merits which are or may be established pursuant thereto. .. . Section 4.02 CozY�liance with LiDAG Regulations 'I'he Recipient shall comply with the UDAG regulations, including the certifications specified thereino ARTICT�E V REPRESFNTATIONS, HTARRANTIES, AND SPECIFIC OSLIGATIONS . Section 5.01 Recipient's Re resentations and Warranties The Recipient has, by and through consultations ampng all appropriate members of the Recipient's governing body ar�d its officers, examixied into each of the follawing and by its execution of this Grant Agreement the Recipient does, upon information and belief, represent and warrant to the SecretaYy that: (1) The Recipient is duly organized and validly existing under the laws of the jurisdiction of which the Recipient is a part, and has all requisite pawer and authority to enter into.this Grant Agre�zt. (2) A resolution, m�tion, order or ordinance has be�.n duly adopted, passed or enacted as an official act of the Recipient's governing body, authorizing the execution and delivery of this Grant Agreement by the Recipient and autiwrizing and directing the person executing this Grant Agreem�it to do so for and on behalf of the Recipient. -- (3) This Grant Agreement has be�n executed an�d delivered by the Recipient, in such manrier atld form as to �ly �,aith a11 applicable laws to make this Grant Agreeirent the valid and legally binding act ar�d agreement of the Recipient. (4) F�cept as set forth in Exhi.bit A of this Grant Agreement, there is� no action, proceeding, or investigation now pending, nor any basis therefor, kriaan or believed to exist by the Recipient, which (i) questions the validity of this Grant Agreement, or any action taken or to be taken under it, or � (ii) is likely to result in any material adverse change in the authprities, properties, assets, liabilities, or conditions (financial or otherwise) of . ' the R�ecipient which wc�uld materially and substantially i.�tpair the Recipient's ability to perform any of the obligations irnposed upon the Recipient by this Grant Agree[nent. � (5) Z'he representations, stat�emP.nts, and other matters contained in the Application were true and co��lete in all matexial respects as of the date of filing. Except as set forth in Exhibit A of this Grant Agre�re.nt, the Recipient is aware of no event which wr�uld require any amendn�nt to the Application (other than an amendment which has b�en filed with and approved by the Secretary) in order to make such representations, statements, and other matters true and canplete in all material respects and not misleading in any material respect. The Recipient is aware of no event or other fact which sh�uld have b�en, and has not been, reported in the Application as matexial infarmation. (6) The Recipient has obtain�ed, or has reasonable assurances that it will o�tain, all Federal, State and local goven�mnt approvals and reviews required by law to be obtained by the Recipient for the Project; and all Participating Parties have obtained, or the Recipient has reasonable assurances that such Participating Parties will obtain, all such approvals an�d reviews required by law t�o be abtained by the Participating Parties for the Project. �vised 6/80 7 i � �` . , , � ',��,�:�` , T. . (7) Insofar as�the capacity of the Recipient to carry out any obliga- tion uncler :his Grant AgreemFnt is cancerned, (i) the Recipient is not in material violation of its Chart..�, or any mc�rtqage, inclenture, agreement, inctnu�.nt, judc�nt, decree, order, statut�e, rule or regulation and (ii) the execution and perforntiance of this Grar�t Agre�zt will not result in any such violatian. (8) No m��x, officer, or e�loyee of the Recipient, or its designees, or agents, rLO consultant, no member of the governing body of the Recipient or the locality in which the program is situated, and no other public official of the Recipient or such locality or localities, wha exercises or has exercised any functions or respoa�si.bilities with respect to the P�oject during his or her tenure, shall have any int�erest, direct or indir�ect,- in any contract or subcaritract, or the proceeds thereof, for w�rk to be performed in aonnection with the Project or in . any activity, or ben�fit therefrcen, which is part of this Project. (Hawever, upon written request of the Recipient, the Secretaxy may agree in writing to waive a oonflict othexwise prohibited by this provision whenever there has been full public disclosure of the oonflict of interest, and the Secretary det.ermines that undue hardship will result either t�o the Recipient or the person affected by applying the prohi.bition and that the granting of a waiver is in the publ.ic interest. No such r�st for a waiver shall be made by Reci.pient which would, in any way, permit a violation , - of State or local law or any chartex pravision of the Recipient.) Section 5.02 Obligation to Camplete Recipient Activities As Scheduled (a) The Recipient shall use its best efforts to assure the �letion of the Recipient Activities de�cribed in Exhi.bit B of this Grant Agreement within the time periods specified in Exhibit F of this Grant Agreemerit. (b) The 12ecipient agrees that the for�going undertaking and assurance n�eans that �cipient shall, to the maxurn�n extent permitte.cl by law, " use and apply all of its c�vernmental and proprietary pdwers for such co�letion including but not limi.ted to those paw�rs governing taxes, other revenues, credit, emi.nent damain and agpropriations, if r�cessary, for the purpose of providing any shortfall betwe�n funds available und�er this grant and funds necessary to ccxYplete all of the Recipient Activities described in Exhi.bit B of this Grant Agre�rent. ��' Section 5.03 Obligation to Achieve Projected Jobs (a) In selecting the Recipient for this grant, the Secretary . corisidered cerfain representations by the Recipient to the Secretary that this grant is expected to create a specific ntunbex of pern�anent netiv jab opportunities, including a specific nLUnber of new permanent jcab opportunities for minorities, CETA-eligible persons, and persons wYyo, at the time of their e�loyment, will be persons of law- or m�derate-inoome within the meaning of Section 570.3 of 24 C.F.R. Part 570, as may be fram tiu� to time amexided. . ' (b) Zhe Recipient aclrncxaledges its representations in the Application pertaining to the creation of jabs and obligates itself to use its best efforts to create, or cause to be created, the nianbe.rs and kin�ds. of jobs within a specified time period as specified in Exhibit A of this Grant Agreen�nt as � being expected to be �.reated through this grant. (c) For Pockets of Poverty Projects, Recipient shall ensure that at least 75 percent of all pern�anent jabs initially resulting fro�n the Project are provided tA lcrw- and moderate-income persons and that at least 51 percent of all permanent jobs initially resulting fro�► the Project are provided to lvw- and moderate-inc�ame residemts from the pocket. Recipient shall cantinuously use best efforts tA ensure that at least 75 percent of all p�.,rnianent jabs resulting froan the Project are piovided to low- and moderate-inoon�e persons and that at least 51 pexcent of all pc�rrna�zent jobs resulting frcm the Project are provided to lvw- and moderate-i.nooire residents from the pocket. (d) �e RecipiE.nt obligates itself to use all p�wers available to Recipient tr� enforce the undertakings or assurances of Participating Parties respecti.ng the creation of jobs which are specified in Exhibit A of this Grant Agree��ent. Revised 6/80 8 ' 1 • . � � • , �r A � ', ^�1� 2 . � � � 5ection 5.04 Obligation to �'ure Tit1e Defects (a) Z'he Recipient shall use its best efforts to prce�tly cure, or cause to be cured, any defect in the title to any real property necessary to the coat�letion of Recipient Activities, where such defect will or may have a material adverse effect on the use of such real property for the Project. (b) The Recipient agrees that the forec�oing obligation means that the Recipient shall, to the maxiirn�m ext�nt permitted by law, use and apply all of its governm�..ntal and proprietary paw�rs, including but not limi.ted tA those powFacs governing tax�es, other revenues,' credit, eminent domain and appropria- tions, if necessary, for the purpose of assuring the availability of all real property, free and clear of adverse and inhibiting title defects, which is necessary to oon�lete Recipient Activities. � ' Section 5.05 Notification anci Action Upori Default (a) The Recipient shall prc�tly give written notice to the Secretary upon the discovery by the Recipient of any default inwlving any Particigating Party, as defined in Section 7.01 of this Grant Agreement. (b) Promptly upori the disoovery of any default involving any Participating Party, the Recipi�nt shall vigorously pursue, to the fullest extent possible, all . re.med.ies available tr� Recipient to rerrove or cure such default, or to seek redress ` or relief fran its effects and to prevent or mitigate any adverse effects ari the Project. Recipient shall keep the Secretary fu11y inforn��d as to the status of such actions. ARTICLE VI INSPDCTION AND REVIEW Section 6.01 Duty to Maintain, and Rights to Inspect and Copy, � Books, Reoords and Doc�m�zts (a) The Recipient shall keep and maintain such books, records and other doctun�.nts as shall be required w�der rules and regulations naw or hereafter applicable to grants made under the UDAG Proqram, and as may be reasonably necessary to reflect and disclose fully the am�unt a� disposition of the grant funds, the total cost of the activities paid for, in whole or in part, with grant funds, and the am�unt and nature of all invest�ments related to such activities which are supplied or to be supplied by other sources. (b) All such books, records and other doc�nts sha11 be available at the offices of the Recipient (except that books, reoords, and other doc�.nts af'a Particigating Party which are subject tr� this Section 6.01 may be maintained at the offices of such Participating Party) for inspection, oopying, audit and exami.nation at all reasonable times by any duly authorized representative of the Secretary or the Co�troller General of the United States. r • Section 6.02 Site Visits Any duly authorized representative of the Secretary shall, at all reasonable t�mes, have acoess to all portions of the Project. e Sectian 6.03 Duration of Inspecti.on Rights The rights of access and inspection provided in this Article VI shall continue until the oon�letion of all close-aut procedures respecting this grant, and until the final settlemerit ancl oanclusion of all issues arising out of this grant. Section 6.04 Reports The Recipient shall prcxrg�tly furnish to the Secretary all reports required tA be filed in acoordanoe with any directiv+es of the Secretary or any statute, rule or regulation of HUD. Revised 6/80 9 1 , � • � �`� . . � ARTICLE VII DEFAULTS AND RFI�IEDIES Section 7.01 Defaults A default shall consist of any use of grant funds for any purpose other than as authorized in �chibits B, C and D of this Grant Agreement; or any ' breach of any covenant, agreement, prov�ision, or warranty of (i) the Recipient made in this Grant Agreement; (ii) the Recipient made in any aqreement entered into between the Recipient and any Participa�ing Party relating to the Project; (iii) any Participating Party made in any agreement specified in F�chibit E of , this Grant Agreement, or; (iv) the performance schedule specified in Exhibit F of this Grant Agreement. � � Section 7.02 Remedies Upon Default (a) Upon occurrence of any default as described in Section 7.01, the Secretary may suspend the Recipient's authority to draw any grant funds under the Letter of Credit at any time by notice to the Recipient. If a default is not cured within thirty (30) consecutive days from notice of such default by • the Secretary to the Recipient, the Secretary may continue such suspension or by ` delivery of notice terminate this Grant Agreement. In the event of a termination, the Recipient's authority to draw grant funds under the Letter of Credit shall have terminated at the date of the notice of termination and the Recipient shall have no right, title or interest in or to any grant funds r�naining unc7er the Letter of Credit. (b) In addition to any other rights or remedies, if a default oonsists of the Recipient's failure to sulxnit the evidentiary materials described in Exhibit E of this Grant Agreement by the date specified in Exhibit F of this ' Grant Agreesnent, the Secretary shall have the right to tenninate this Grant Agreement and the award of grant�funds to which this Grant Agreement relates by delivery of written notice to the Recipient. Upon such terminatian, all,obliga- tions of the Secretary pursuant to this Grant Agreement and such award shall cease and the Recipient shall neither have nor retain any rights whatsoever with respect to the grant funds provided under-this Grant Agreement. (c) If a default occurs, the Secretary may at any time or from time t,o time proceed to protect and enforce all rights available to the Secretary under this Grant Agreement by suit in equity, action at law, or by any other a�ropriate proceedings, whether for specific performance of any covenant or agreeqnent contained in this Grant Agreement, or damages, or other relief, or proceed to take any action authorized or permitted under applicable law or regulations. (d) The rights and rernedies available to the Secretary in the event of a suspension or tennination of this Grant Agreement shall survive such , ' suspension or termination. ARTICLE VIII � CERTIFICATIOI� BY RECIPIEIJr Section 8.01 Certifications Upon Draw of Funds Prior to each draw of grant funds under the Letter of Credit, the Recipient shall sul�mit to the Secretary a written certification, executed by the chief executive officer of the R�ecipient, stating that: (1) All of the representations and warranties of the Recipient as set forth in Section 5.01 of this Grant Agreement continue to be valid, true, and in full force and effect. (2) The Recipient is in canpliance with all of the Recipient's obligations specified in this Grant Agreement which, by their tenns or intent, are applicable at the time of the draw of grant funds. Revised 6/80 10 t � ♦� / • , ,`�'��'� (3) All conditions precedent to the Recipient's authority to draw the grant funds shall have been satisfied, in accordance with Section 3.03 of this Grant Agreement. (4) Z'he grant funds to be drawn will be used for Eligible Costs actually incurrecf in accordance witti the provisions of Exhibits B, C and U to this Crant Agreement. (5) All Program Income which has beer� received by tt�e Recipient or by a �articipating Party has been deposited or use�i in accordance with ttie �rovisions of Section 2.04 of this Grant Agreement. Section 8.02 Certification After Ccxnpletion of all Recipient � Activitie9 Within thirty (3�) days after the completion of all Recipient Activities, the Recipient shall sukmit to the Secretary a written certification, executed by the chief executive officer of the Recipient, stating that all Recipient Activities, have taeen canpleted consistent with the terms of this Grant Agreement, and specifyiny the date of cc�apletion and the cost for each I�ecipient Activity. t � Section 8.03 Certification After Cor�letion of All Pdon-Recipient Activities Ydithin thirty (30) days after the c�pletion of all tbn-Recipient Activities, the Recipient shall sukmit to the Secretary a written certification, executed by the chief executive officer of the Recipient, stating that all Non- Recipient Activities, have been ccmpleted consistent with the terms of this Grant Agreement, and specifying the date of completion and the cost for each tdon-Recipient Activity. Zhe certification shall have attached to it a statement from each Participating Party that tt�e information in the certification with respect to the hon-kecipient Activities carried out by that Participating Farty is camplete and wrrect. Ai,'�iICLE. IY. • `l'hIRD PAF�1'Y C;OPJ'I'R[HC'1' RF.QLI1tF�iE�I�Jri5 Section 9.01 Escrow�of Program Incon�e 1#�e Recipient shall include in all contracts with �articipatirx3 Parties � involving activities to be paid for with grant funds, a provision that, upon instruction by the Secretary, all Program.Incane received by the Participating Party, prior to the completion of all Recipient Activities, shall be deposited in escrow under arranyements approved by the ;�ecretary, in order to provide funds to assure the conpletion of the Recipient Activities. . Section 9.U2 Program Income A�lied to C:osts f Unless Exhibit A of this Crant Agreement authorizes or requires otterwise, the Recipient shall include in all contracts with Participating Rarties involving activities to be paid for with grant funds, a provision that ` all Prograrn Incune received by the Participating Party, prior to the cc�npletion of all Fecipient Activities, shall be transmitted to the Recipient for payment of costs incurred for Recipient Activities. Section 9.03 Program Income for 2'itle I Activities Unless Exhibit A to this Crant Agreement authorizes or requires atherwise, the Recipient shall include in all contracts with Participating �%arties involving activities to be paid for with grant funds, a provision that all �7rogram Income received by the Participating �arty after the completion of all Fa�cipient Activities shall, at the option of the I�ecipient, either be transmitted to the Recipient, or used by the Participating Party with Recipient ap�roval, for conrnunity and econcr��ic develo�ment activities which would be eligible for assistance under �iitle I of tt�e Act, unless otherwise provided in the close-out agreement between I�cipient and HUD. Revised 6/80 11 . . •., . �, Section 9.U4 Assurarice of cover►urental ��pprovals �ifie Recipient shall inclucie in all contracts with Partici�ting Farties a warranty tl�at the Recipient and each Participatir►y Party has obtaii:ed, ar has reasonable assurance tt:at it will obtain, all r'ederal, State and lc�cal governr�ental approvals and reviews required by lah� to t� obtained by the �zecipient or Participating Party for the Froject.� Any such ap�rovals or reviews which have tx�t k�en obtained shall be speci�i��:i in the cantract. Section 9.05 Cor. �letion of Yro�ect � �ihe �teciF�ient shall cause to t�e inclucieci in all contracts witt� . �artici��Gtir,� Parties, a re�.resentation on the �:art of each Partici�atirx� Party that tt�e FarticiF:ating ��arty ackr�owlec3yes t11at tl�e Secretary, in sele�tir�g the I:ecipient for the award of tliis yrant, relied in material �:art upon the assured completion oi tt;e �-roject and tt��t the Partici��ating Party assures the £:ecipient ttiat such activities will be cai�pleted Ly the F•articipatinc�j Party. Section 5.G6 l�ssurarices cf l ro�'ected �ol� (a) �l�e �:ecipient shall eitl�er incluae in all appro�riate contracts , � with Partici�,ting ��arties, ur shall �:cure in tt�e i;�ost legally bindinc� anc� enforceable foz7,i for such assurance availak�le uncler the laws �f I�ecipient's State, t,lritten assurances frcxi; eacll Participating Farty that such ��rtici�atiny Party will use its best efforts to create or cause ta k�e cLeatec�, within a tin�e s�ecified in E�:hibit A of this (,rant Ex�reerient, a s��citied nun�er of new perr�anent job opportunities, including a specified t�umber of r�ew perr,ianent job opportunities tor r;�incrities, CI.''iA-eliyible persons, anu �ersons wt�o, at the time cf their �.�ployment, will be �ersoiis of low-and r;�ac3erate-incon�e. (t�) N'or F-ockets of Poverty �-rojects, Iceci�:ient shall also ir�clucl� ' assurances necessary to crnl�ly with Section 5.Q3(c) of this C;rant I�yreer:►ent. All .assurances shal.l (i) state tt�at in order to assist and enable tt�e F.ecipient to report to the Secretary, as the 5ecretary may require, the assuring ,Partici- patinc�} Party agrees to re�rt to the Fecipient, as the Recipient r�ay from time to time require, on ttie nur.�bers and �:irx3� of such jobs created or caused to be createc3 and filled, and (ii) contain sucYt other provisions as may k�e rec,uired by the I:ecipient to enable the Recipient to caaply witri any reporting require- r.ients of the Secretary and to cause the assurances to k.�e legally binding and enforceable to the maxir.�un extent perr,�itted by the a�licable law. Section 9.G7 P�,aiiztaining F�ecords anu F.i t to Ins�.ect itie Recipient shall include in all contracts with F�articipating �arties receiviny grant funds ��rovisions reguirir� that (i) each such Pa.rtici- patirx3 ��arty kee�: ar�d riaintain bocks, records and other clocuments relatii�g directly to tkie receipt ar►d disbursement ot sucti yrant tuncis; and (ii) ariy duly authorized re�resentative of ttie Secret�y or Ca:lptroller C_eneral of the . ' Lnited States shall, at all reasonak;le tiries, have access tc ar� tt�e riglit to inspect, copy, audit, anci examine Ull such bccks, records �nnd other docur��ents cf suct� Farticipating �arty until t.t�e completion ot all close-c,ut procedures respectirx� this c;rant �nd the final settlement and conclusion of all issues • arising out of this grant. Section 9.GB Acc�ss to l�uject ''irie Recipient sY�all incluc�e in all contracts with Participating Parties a provision that eact� Participating Party ayrees tt�at any duly auttici izec� representative of the Secretary shall, at all reasonable times, have access to any portion of the Project in which sucl� Participatirx� Party is involved until the oom�letion of all close-out procedures respecting tt�is grant. Section 9.09 P�o A.ssi�nr�ent or Succession �i'he ReciF�ient shall include in all contracts with F=artici�ating Parties receiving yrant funds an ackrowledger,ient and agreement by tt�e Parti- cigating F�arty that no transfer of arant funds by the Recipient to the Yarti- cipatiny Party shall be or be deen�ecl an assic�ru��ent of grant funds, and that such Revided 6/84 12 . . 2��,� , � � Yartici�ating Party shall neither succeed to any rigt�ts, k�enefits or advantages of the Itecipient under this C'rant ngreer��ent,' nor attain any rights, privileres, authorities or interests in or uncler ttiis (rant A�c;rec:r��ent. 5ection 9.1G SecrEtary r'�F�>rcval ot Ar;�endraents Zhe Recipient shall inclucie, or cause to k�e inclucieci, in all contrdcts whicti are requireci to k�e sukraitted to and aF:proved bY the Secretary in accordance with E�xhibit I, of this �rar�t �.greer�ent a F�rovisiori that duriny tl�e ten.� oi this Crant I�c;reement such contruct slidll not be-un�nded in ar►y ruaterial respect, after such approval ana acce�:tance, witt�out tl�e prior written approval ef tlie . Secretary. "h�aterial" shull Le defineci as anytt�inc �:hict� cancels or rc.�cluces any cievelopr:ental, construction, joL• creatiny, cr financial obligation of any Ydrtici�ating �•arty by r�iore tt�an ten (lU$) �ercent, chanc;es ttie sites or character of any developr��rit activity, er increases any tir.�e tor �rforniance �y a party k�y riore than thirty (3C�) days. � Section 9.11 L'isclain�er of F�elationships `1'he Recipient shall include in all contracts witt� �-�articipating , - Parties, and in all wntracts witt� any ��arty involving the use of ;rant fund�, an ackrx�wledyement tr�at nothing contained in ttiis Crailt Agreer.�ent, or in ttie contract between the parties, nor any act of the Secretary, the Recipient, or any of the parties, stiall be deen�ed or construed by any of the parties, or by the third persons, to create any relationship of tt�ird-�rty �eneficiary, principal and agent, li�;�ited or general partnerstii�, or �oint venture, or of any as�ociation or relationstiip involving the Secretary. Section 9.12 Lin�itation of F�ecipient Liatility fer Project I,ctivities � Uriless otherwise specified in Ixr�ibit A of tt�is Grant Arreement, tt�e �:ecipient shall iricluc3e in all �contracts with ��artici�:atirx� Yarties, ar�d in all c�ontracts witY� any party involviny ttie use of yrant funds, ar� «ckno4�ledgement ttiat the Y.ecipient shall n�t Ce liable to any �artici�atiny Farty, or to an�- �arty exce�:t �,LL, for �on��letion cf, ar ttie failure to cx�mplete, ariy activities whicti are a part Of tYle PYO)P.(:t.� except those�5�;ecified in t;a:hibit � ot this C:rant �,y reement. Section 9.13 C;cnflict of Ir�terest `lhe Recipient shall include in all contracts with Farticipatirig Parties, arid in all contracts 4�lttl ariy Iaarty involving the use of grant funds, a conflict of interest prcvision consistent with Secticxi 5.G1(8) of this Crant Agreement. Secticri 9.14 Yroject Siyr►s , ' Zhe Recipient shall include in all contracts with �articipating Parties, and in all contracts witt� any �.arty involving the use of grant funds, a project sign provisicn consistent with criteria estal,lisheci by the Secretary. • AF�`1'ICLI' � LtiI I:E N'iIAI?I t,ATF P.IALS Sectian 1Q.G1 Comr.�itments of Participating Iarties - C�eneral (a) In selecting the Fzecipient for tY�e aw«rci ot tt�is yrant, the Secretary has relied, iri material part, upon the re�;resentations of the F:�cipient tr�at t1�e Recipient and the FarticiF;atirig Farties (i) o�ill carry out certain activities connected witli tl�e Praject; (ii) will canplete those activities; (iii) liave, or Fiill have, the tinancial capability to assure the carryinq out of the activities to tt�eir caupleticx�; anu (iv) will irivest, or cause to k:e investec�, a specific value amount in tt�e I'tnject. "lt�e Secretary has also relied upon the I<ecipient's re�resentations that such Yartici�atirx� Parties ��ill, prior to any use of c�rant funds for the Project, enter into leyally binding ayreements evidenciny tt�e com,iitrnents wY.ich were so.relied u�on by the Secretary. Revised 6/80 13 . . ., . �N (b) �:videntiary materials to be sutx��itte�7 to ani� a�roveU by the Secretary as specified in �.xhik.�it F oi this C•rant Agreen�ent shall include: (i) the legally bincling and enforceable comMitn�ent of the �articipatiny Yarty, in uneyuivocal tenas, to undertake anu crniplete specified activities connected with ttie �roject, and to expend on t1►e �roject a sF:ecified minimum am�unt of func]s or other forn� of investrnent; and (ii) clear and convinciny �roof ttiat the Yarticipatiny Party has on hanc�, or will have available to it, any finances or other thir,ys oi value necess�y t�'carry out the �ramises of cai�pleting t1�e activities and making the s�cifieci investr,ient. � (c) Lvidentiary materials whict, have been sulmitted to and approved k;y the �ecretary stiall not be ar,iended it� any material respect without prior � written a��roval of t1�e Secretary. Section 10.U2 Forr�1 of Uocumentary Lvidence - C'eneral 1�11 docunentary evidence of conmitments sutr.iitted to tt�e Secretary for u�=Froval shall k�e in tx�e form of either (i) a c?u�licate original, or (ii) a pt,otcx�rapt�ic copy ot tti�: fully executea original, of the ciocunents. � . Section 1C.('3 G'��inions ot Fzecipient's Counsel (a) 4:her�ever, in LxY�ibit �. to tl�is C:rant Agreement or ottierwise, the opinion of an attorney is re�uire�l as �art of any evidentiary material to be sutriitteci to ttie 5ecretary, tt�,e opinion sliall k�e in writiny and shall be that of counsel for tt�e kecipient, uilless othen�ise specifieu. (b) In ttie forrc,ulation or renderiny ot an o�inicxi, �ecipient's oounsel rr�ay rely upon the certiiication of other persons, or tk�e written stater:ients or cpini�ns of c:ther cc;un�el; �rovideu, a co�.y of each sucr, certi- • fication, staterient, oz opinion is attachec� to tt�e cpinion of keci�ient's counsel. � (c) If, in ti-ie forrnulation and rendering of an opinion, tlle Recipient's counsel predicates the opinion u��on "information and beliet," then in all such cases the opinion of ��eeipient's counsel st�all ccxltairi, or have attactleci thereto, a statement or c�escription of all of the infozma- tion upon which the belief of aounsel is �redicated. Section 10.04 Evidence of Contracts - �'orm (a) Evidence of oontractual cor�itr.ients sukxr�itted to the Secretary shall be in the forn� specifieci in Section 10.02 above; shall include all of the docur.�ents evidencing the contractual conunitment; and shall have attached the opinion of Recipient's counsel made in accordance with 5ection 10.U3 above. - (b) l�he opinion of F�ecipient's counsel shall certify that the � documents crnlply with Sectian 1G.C2 atove, tkiat F:eciFient's counsel has examineu into the authority of all Farties to tt�e docur:�nts, and of all persons executing the aocur�ents on k�ehalf of the �arties, and that said ��arties anc] persons were � authorizeca t,o enter int-.o and execute the documents. (c) �ihe o�.inion of �?ecipient's ccunsel stiall state that tt�e documents coi�stitute a valid and legdlly enforceable cor�tract under the laws of the kecipierit's State and th«t tt►e documents conforr.l to ttle provisions of tYiis Grant A�yreement, excep� as to any F�articulars specified in the opinicn. Section 1�.05 Evidence of Lean Comn�itn�ents - E'orm (a) Evidence of loan cor*unitr:�ents from private lendiny institutions shall be in the form specified at Section 1�.U2 uk�ove; shall include all of the clocurients evidencing the loan cai;ur.itr,�ent, an acceptance by the barrow�er, the purposes ot the loan, the authorized use of lc�ari funds, and all other terr,ts and oonditions of the loan corunitn�ent, the acceptance, and the loan; and shall have attached the opinion of �tecipient's counsel, made in accordance with Section 10.03. Revised 6/80 14 . , •, . . ,.. (b) A loan cc:r,u;�itr��ent r^�ay s��cify continr,encies or conditions which raust l.�e satisfied l:�efore the closinc� of t1��e l�an, or the distursement of loan funas, �ut tt�e cor.unitment stiall be an irrevocat�le comriitrr�nt, enf�rceak,le by the borrower u�n satisfaction of all contingencies ar conditions. (c) �l�e opinion ot fiecipient's counsel sl�all certity ttiat ttie uacuments cua�;ly with :�ection 1U.�2� that l:eci��ierit's ccunsel has exar<<inec3 irito t�►e auttiority oi all �arties tc� tt�e loan cc�ra,litr,�ent aiid ttle acce��tance, and of all �erscros executiny ttie lc�n cor��:itr�ent Gnu acce�tance on k�hali �f the �arties; and tt�at said �.arties anu �.�ersons were authorized to r��ake the loan cory;iitraent anci acce�:tnnoe. : (d) itie o�inion of F:eci�;ient's counsel shall state that, subject only to such corltinc,encies ana conditic,�ns as are ex�ressea in the ciocuments, ttie lendinc,� institution is irrevocably comn�itted to lcan, anU the k;c�rr�wer to accept u�c;n the teYr.is and conditions specifiea, ttie �:rinci�al Umount s�>ecified in the lcan c:or�m�itr��ent; anc: that ttie loari corur�itr�ent, and tlie acce��tance, arx3 all of the terns dnd coc�itioris of ttie loan corranitr.�ent, dnu the loan, are lawful and eriforceable under the laws of the Recipient's State; and that the dc�curr�ents conform to the �;rovisions of tt�is Crant Agreerient, except in any + ' particulars specified in the opinion. (e) If, unuer ttle terms of tt,,e loan ccxu:�itment, ttie making of the loan is contingent upon the hap�ening of any condition �>recedent, then the a�:>proval of the cor;u�itr:�nt by the Secretary as tt,e eviaence rE�uirecl urider this Crant Ayreenent r��ay be conciitioned k;y ttie Secretary u�:on the sukmittal and acceptance of furtr�er evidence that such centinc�encies have t�eri satisfieu, or that the contincencies have been otl�erwise rer.bveci, or that the loan ha� closed. (t) F,here evic�ence oi a loan ec�nu�itn�ent is rec�uired to t�e sukr��itted to the Secretary unuer ttiis C:rarit A,reer��rit, eviue►ice oi the actual closinr, of tt�e loan stiall k,e acceptable, in lieu of ttie foregoiru;, �rovided such evidence can�;lies with Section J.U.�6. • Sectiun 1Q.Gf, f vicier►�e of L,o�r�s - F'crr� (a) �,vidence of a loan I�aving k�een r.�ade or closeu shall be in the fon;� s�ecified at Section 1�.G2; shall �e on tt�e lettertiead of the lenainy institution; shall state tt�e �rinci�al Gr;bunt of tt�e loan, its purposes (interim or permarient) , and tYie authorizeci uses ot loan funds; shall describe or iaentify • the security for the loan; sllall state the terr,i of tt}e loan; shall identify all ��rties to the loan; shall be executed by an authorized officer oi the lending institution; and stiall have attact�ed an opinion of Fecipient's counsel r��ade in accordance with Section 1C.03, certifying ttlat the docur��ents cor�ply witt� Section 10.02, and that tt�e officer of tt�e lending institution was autt�orizec' . to execute the docun•�ents. (b) F'vidence of a loan havinr, been r�ade or cicsed may also k�e sukamitted _ in the forr.� of copies of recorcaed nctes, deeds, bonds, inGentures and .other documents which ccr�ply with Section 1G.02 and which contain sufficient evidence, ` includinc� eviGence or recordaticn, to ena�le tl�e Secretary tc cietern�ine the m-�tters specified above at su�section (a) of this �ection 10.U6 and that the loan Yias been r�ade or closeu. Section 1G.C7 Lvidence of Liquid I�ssets - r'orrn F+henever a Iarticipatiny Farty is rea,uired to ��rovide evidence cf liquid assets for an activity in an anr�unt ar�l r,lanner satisfactory anu acceF:table to a lending institution, sucti evidence stiall be in tti� forni sFecified at Section 1(;.U'l; sYiall k�e on tt�e letterhead ot ttie len�ing institution; �,all identify the �-�articipatiny Farty; ar►a sliall state that the Farticipating Party has on hand or inruecliately availak,le to tl,e ��artici�ating �-arty, liquid assets of a value arxf in an ar,lo�uit satisiactory ana acceptable to the lenctir� institutiori, snd ttiat the availability and use oi ttie liquiu assets ior tt�e activity to be carrieu out by the �-�artici�aticig Party in connection with the Project is assured to tt�e satisfaction of the lending institution. ''ihe aocun�eiit shall k�e executed by an authorizeci officer oi the lendiny institution; and shall have attached an o��inion of Recipient's counsel, m.ade in accordance with R�vised 6/80 15 • ' F;� ;�� , . � ,�, `�� Section 1�.U3, that tl�e docun�nts c�m�ly with bection 10.�2 ��nd ttiat the off icer ct the lencainy institution was authorized to execute tr�e s�,r.�e. Section lU.C� Lvidence ot F'inances Satistactory to C:ounsel - H�rM (a) 4.henever evidence is reguired in ttie forn of a stateraent anU o�.inion cf l:ecipient'G counsel that a 'I'articipatiny Party ��ill provide a specific amount ot finances tor pur�oses of carrying out the conu�itment of that Partici��ating Party in eor►nectiori with tlle ��roject, such evidence sliall t� in the forn� of an opinion ot F.eci�ient.'s counsel made in acccrdance with Section 1G.03. �� . � (b) i�he c�;inion af Lecipient's counsel shall certify tl�at counsel has examinec:; into ttie availa�ility to the Participatirxa F�arty of liruid assets and/cr .of ciek:t financing; shall state the ar,qunt ancl tt,e source ot lic;uiu assets otl tianci or ina��ediately availaLle to ttie Partici�»tirx� �arty for use in tlie �ro�ect; Gnu shall state tt,e ar,lount anci tt;e source of aek;t financina �rhich is available, cr irrevocak,ly cor,mitteci, t� the Participati�x; ��arty for use in tt�e ��ro�ec�t. ihe evidence oi these funds sr,all k�e cansistent with the �:rcvisions oi Sections 1C.C5, 1(;.06 anu lU.C�7 akx�ve to ttie extent �ssible. � (c) ihe oF:ir.ion oi- �:eci�_ient's counsel sr�all k;e that the Yarti- ci��atirx� �arty has on hanci, or ira:�diat�ly availak�le, or irrevc�eably corr,�itted to the }.�articipating �arty, for use in carryinr, out the cca;�r�itn�ents �f the Participatinc� ��arty to tlie Froject, liquia assets anci/or debt financin5 in a sur,�� equal tc� the specifiea ar,�ount of iinances rer,uireu in ttiis Grant Ayreer;ient. " (ci) Suka;�issions pursuant t� this Section stiall k,e subject to Ei�D a�:provul as tp iorm and content. , Section 1C.G9 I�nti-Speculation I�rc,visions - Sa.le of Fteal �roperty (a) h�henever, in Lxhik�it E, ot this Crant Agreeraent, a docur�ent is required to aontain a Frovision for the prevention or ciiscourager:ient �f s�culation in the purchase and sale of propert�.° by a t�eneficiary of grant funas, then, unless otherwise specified, such provision shall cor.�ply with this Section. (b) The document shall prchibit the beneficiar�� of grant funds from selling or otherwise dis��osing�of ttle property within a period specified in Exhibit f of ttiis ('rant F�c�reement after the date of the purctiase, for an ar;�ount in excess of the �:urchase price �aid, �:lus ttie actual costs of any ir�proveraents to trie pro�rty k�y the be�ieficiary. ltie prohibitior► against �ale shall •have tt��e same force and effect as a lis ��endens, and shall s�?ecify that in the event of any att��tec� sale, in violaticn cf the provisic�n, tl�ie F:eci.pient shall k� entitled to the ex �:arte issuance of an inju��ction iestrainirig suct� sale. ihe dcc�ument shull k�e executeci anc� aui-.',�r:nticatec7 in suct, n�anner and foria as may be reruir�� under State law to autt;orize its recordatiari at the F�lace of . recordation of deeus, as if a lis pendens; and the dc;cur��ent st�all k�e so recorded. (c) �l�le ctocui��nt rnay,. in conj�mctian with tt�e foreyoiny, or in lieu . tl�ere�f, describe a �.roc�.�ciure wt�ereunaer, in tt�e event of any sale of ttie �ro�,erty within ttie ��ericx7 s��ecifiecl in �,xhik;it L, of triis C,rarit A,reement, tt�e ` �tx�unt of yrant funds wriicti k�enefiteu the k�eneficiary sl�all t� re�aid by the k�eneficiary to the I<eci�ient. �uch proceclure i:�� incluae a pro-rata red�ction oi tlie ar:ount to k�e re�%aiU, ��ased u��n the time ela�;siny between the date of ttie initial purctiase ot the pro��erty and its dis�:osition by ttle k�eneficiary. �he ciccur,�ent niust eittier specify t1�e ar:punt of yrant funds which k�neiited the beneficiary, or set forth a forriula or aqreed method ior deten:�ininc� such arount. Zhe docun�ent sliall k�e executed and authenticated in �uch manner and fonn as may k�e reyuirec3 to authorize its recordation, as if a lis pencler�s; ar.d ttie document shall be so recorded. Section 10.10 f:vitience of �itle to Reul Froperty - Fbrm ��henever, in E.xl�ibit F. oi this Crant 1lgreemer�t, a Partici��ating �arty or ttie Recipient is required to acquire title to real �roperty, «nc7 �ra�E ��E ��ucf, acquisition is require�i, evidence shall be in the forr� of ari opinion of Recipient's caunsel, rn:��e in accordance with Secti�n ln.�?. Th� opinion shall certify tha.t on a specified dat�:, either an original hL'Ik �tici� Revised 6/80 16 ' ,1 \ '!�7`�y J'�//� � . . �'++"{Y` �9 �°^�'� of land or nr�rtgaye title insurance, or other records identified in the opinion, were exarnined by Recipient's counsel; and that said policy or other records identified tt�e Participating Party, or a wholly-owned subsidiary of the Parti- ci�.atirg Party, ar the Recipient or its agent or avency, as required, as the owner of record, in fee simple, of said property. �e opinion shall further state that on the date sgecified by F�cipient's counsel, the record title to said real property ��as vested, in fee simple, in the Participating Party, or such sut�sidiary thereof, or in the ReCipient or its agent or agency as rec�uired. In lieu thereof, evidence may be in ttie form of docur,�ents which comply with Section 10.02 and whicti cont�in sufficient �videnoe, including evidence of reccrdation, to enable the Secretary to deterr,��ine, to tt�e satisfaction of the Secretary, that the Partici�:atiriy Party�or the Recipient did acquire the title, � as required. Ak2'ICLE XI hiISC�LL?�NEGCS � �ection 11.�1 idotices . (a) All air�endnients, notices, requests, ok,�ections, waivers, rejections, agreements, appravals, disclosures anc; consents of any kind raade pursuant to this Grant Agreen�ent shall be in writing. (b) Any such comr�unication shall be deer�ed etfective for all pur- poses as of ttie date such conummication is mailed, postaye prepaid, by registered or certified mail, return receipt requested, to be delivered only to the office of tt�e addressee, acic:iressed as follows: (1) Communications to the Secretary shall be mailed simultaneously � to: (A) The Director, Office of Urban Development Action Grants, U.S. Department of E;ousing and IJrban I�velopment, 451 7th Street, S.W. , Room 7232, Flashington, D.C. 2G410, and (E) The Area Office Manager of the filiD Area Office authorized to receive the A�plication of the Recipient for the grant hereunder; artd (C) such other persons or at such other addresses as may be furnished by the Secretary tr� the Recipient. -- (2) Comnunications to the Aecipient shall be adc]ressed to the Ivecipient, at ttie ad�ress set forth in E'xhibit A of this Grant Agreement, or such other address as nay be furnished by the Recipient to the Secretary. Section 11.U2 Assignr:�ent r;b right, benefit, or advantage inuring to the Recipient unuer ttiis Grant Agreement and no burden i.ruposed on the Reci�ient hereuncier may be assigned without the prior written approval of the Secretary. An authorization by ttle Secretary for the transfer of yrant funds by Recipient to a Participaticx3 Party - shall not t�e deer�d an authorization for an assignment, and such Participating Yarty shall not succeed to any rights, benefits or advantuges of the Ftecipient hereunder. � Section 11.U3 Successors �und ''ihis Crant Agreement shall bind, and the rights, benefits ana advan- tages shall inure t,o, ttie kecipient's successors. Section 11.04 Remedies t�ot In�aired No delay or c�ission of the �ecretary in exercising any right or remedy available under this Grant Agreement shall im�ir any such right or remec3y or constitute a waiver of any Default, or an acquiescence therein. Section 11.05 Cumulative Remedies All rights and remedies of the Secretary under this Grant Agreement shall be czu;�ulati�,e. Section 11.�6 Severability The invalidity of any article, section, suk�section, clause or pro- vision of this �rant Ayreement shall not affect the validity af the remaining Revised 6/80 �� Ar articles, sections, subsections, clauses or provisions hereof. Section 11.07 �,ntire Anreement Z'his Crant I�greernent constitutes tt,e e�itire agreernent between tl��e Secretary ac�d the F:ecipient and supersedes all prior oral and written agreernents t�etween the parties t�ereto with res�ect to the subject grant. Notwittistanding the provisions of Section 1.01 of this �rant Agreement, in the event of ar�y inconsistency between the provisions of this C rant �Ac�reement and anythin� contained in the A�plication, then ttie �provisions of ttiis C�rant Ayreement shall prevail. � Section 11.U8 Execution in C:ounter�arts � 'i'his Crant I�greement may k�e executed in any number of counterparts. All such c�unterparts shall be deeraed to be oriqinals and together shall con- stitute but one ancf the same instrurient. Section 11.09 Table of Contents; Titles and Headings . Any table of contents, the title of the Articles, and the headings of ` the Gections and subsections set forth herein are not a part of this Crant Agreer,ient and shall .iot be deeme� to affect the meaning or construction of any of its provision�. Section 11.10 Amendment of this C�rant Agreement ��is Crant Agreerient, or any part hereof, may be ar:�ended from time t�o time hereafter only in writing executed by the Secretary and tY�e Recipient. � �ection 11.11 Lisclairier of P,elationships i'he P.�cipient acknowledyes that the obligation of the Secretary is limiteci to providinc grant tunds ici the manner and on the tenns set forth in this Grant Agreement. tvotr►ing in this C.rant Ayreement, nor any act of either the Secretary or of the kecipient, shal�-�e deemed or,construed by eittier of tfiem, or k�y third persons, to create any relatioriship of third-party beneficiary, principal and agerit, lirnited or yeneral �:artnership, or joint venture, or of any association or relationshi� whatsoever involving the Secretary. Section 11.12 Covernino Law � ��is Grant Agreement as it may affect the rights, remedies, duties, and obligations of the Secretary shall be governed by and construed in accordance with Fecleral law. Insofar as F'ederal law does not apply, the provisions of this Grant Agreement shall be governed by and �onstrueci in accordance with t!�e laws of the R�cipient's State. Section 11.13 Waiver by Secretary - �fie Secretary reserves and shall have the exclusive right to waive, at . the sole discretion of the Secretary, and to the extent permitted by la�a, any requirement or provision under this Grant Agreement. No act by or on behalf of the �ecretary shall be, or be deemed or construed to be, any waiver of any such requirement or provision, unless the same be in writing, signed by the Secretary, and expressly stated to oonstitute such waiver. Section 11.14 E,ffective Late (a) This (�rant Agreer.ient shall, when executed and dated by the Secretary, constitute an offer by the Secretary to the Recipient to na}ce the within grant and to enter into this c�rant Agreement. When delivered to the Faecipient so executed and dated, tt►e same stiall constitute a tender of said offer, wYiich shall be promptly accepted, if at all, by the Recipient and which shall not be altered without the Secretary's approval. Ztie Secretary may revoke the tender and rescind the offer at any tir,tie prior to its acce�tance by the F�ecipient, by written notice of the Secretary to the Recipient, given as specified at Section 11.U1 of this Grant Ayreement. Revised 6/80 18 � . � : � ��'�!� (b) �l'tiis Grant Ayreer;lent shall be deemed to have k�een accepted, and shall beccme effective, as of the date this Grant Agreement is executed and dated by tYie F,ecipient. 5ection 11.15 Z�ermination of Grant Agreement Unless otherwise terminated by the Secretary pursuant to Article VII of this Grant A�greement, or by the mutual consent of Recipient and the Secretary, this Grant Agreement shall terminate upon the ca�pletion of all close-out procedures respectiny this grant and the final settlement and conclusion between Recipient and the Secretary of all issues arising out of this grant. Revised 6/80 19 � .�, 1 SIC�IAZT�tE PAGE Z THIS C�iF�I�TT AC�EFMENT is hereby executed and delivered 3 by the Parties hereto on the dates set forth below their respective 4 signatures, as follows: 5 � S ��F FiC�JS AI�ID URBAN DEVfZiOPMENr / ' i � �� 6 B17: ��1��!'_ � ��l' / 7 onald/G.�Dodge � Acting General Depu�y I a Assistant Secretary t�te: +�7 AP R 1981 9 io i ii - �a i � 13 . ` 14 � CITY OF ST. PAUL, MINNESOTA � 15 g1,; 16 Title: � 17 18 �te: 19 20 21 � 22 -23 I MPORTAtJT Z4 Aze (1) fully executed copy of this Grant Agre�nent 25 must be mailed to the Director, Office of Urban Develog�ent Action GYants, and two (2) fully exec- 26 i uted copies of this Grant Agre�nent must be mailed to the HUD Area Office Manager, in accordance with Z7 Section 11.01, on the same date executed by Recipient. 28 Z9 30 31 • �Z � _ i , � 11N7S•P � . , �. �'j !� , �� d,,;..:�•�.� Recipient: City of St. Paul , Minnesota �ant �. 8-81-AA-27-0028 E}�iIBIT A 1 SUPPI+EI�IENTARY PROVISIOKS � 2 Rider to Section 1.03(2). In addition to Recipient's Application � 3 for Federal Assistance (SF 424), the "Application" shall include the follawing 4 sutYnittals: 5 1 ) Application Supplement to HUD dated November 1980. �_2) E.F. Hutton letters to Mayor Latimer dated September 25, 1980, 6 September 26, 1980, December 8, 1980 and March 16, 1981 . (.3� District Heating Development Company letters to Mayor Latimer dated 7 Decem6er 1 , 1980 and March 11 , 1981 . , • (4) James 0'Leary letters with enclosures to HUD dated December 2, 1980 8 and December 10, 1980. (5) Northern States Power Company letter to Hans Nyman dated December 5, 1980 9 and letter to HUD dated December 16, 1980. (.6� Ron Maddox memo to Mayor Latimer dated February 25, 1981. 10 (7) Touche Ross and Company letters to James 0'Leary dated December 25, 1980 - and March 13, 1981 . 11 (g) G. H. Swanson's letter to James T. Hart dated March 6, 1981 . 1Z (9) Mayor Latimer's letter to HUD dated March 12, 1981 . (10) Touche Ross Financial Projects submission hand delivered to HUD dated � March 23, 1981 . 13 � �11 � Letter dated April 8, 1981 from Jim 0'Leary with enclosures to 14 Margaret Sowell � 15 - 16 Rider to Section 1.03(12) . Zt�e tezm "Participating Party" consists 17 of the following persons, firms, corporations and entities: 18 "OHDC" shall mean Saint Paul District Heating Development Company, Incorporated, a non-profit Minnesota corporation. 19 "NSP" shall mean Northern States Power Company, a Minnesota 20 corporation. . 21 "HUTTON" shall mean E. F. Hutton and Company, a Delaware • corporation. . 22 t3 24 • 25 t6 27 28 29 30 Rider to Section 2.01. �e amount of this UL1AG grant is: 31 SEVEN MILLION SEVEN HUNDRED THOUSAND DOLLARS ($7,700,000) . 32 ��IT A Page 1 of 1 �vised 6/80 :iwss-o , . � ., �� Fiecipient: St. Paul , Minnesota Grant No. B'g�'�i'27'0028• . Continuation Sheet ---�E?�iIBIT A 1 2 Rider to Sections 5.03 and �9.06. Zl�e jobs referenced at Section 5.03 ' 3 and the assurances required at Section 9.06 shall aggregate: 4 5 Zbtal Permaizent Jobs: 40 � 6 Tbtal Permanent Jobs for I�w and Moderate Incane Fersons: N/A 7 Zbta1 Permanent Jobs for CETA-Eligible Persons: N/A 6 8 Zbtal Fermanent Jobs for Minorities: N/A 9 For Pockets of Poverty Projects only, 10 ��1 permanent Jobs for Lc�w and Moderate Residents 11 of the Pocket: N�A 12 J� �irements shall be canpleted within N�A Nbnths from Date of 13 preliminary Appraval � 14 15 . Rider to Section 11.01. The address of the Recipient for the 16 Pu��s of cor.munications relating to this Grant Agreement shall be the � 17 following: 18 Mr. James Bellus 19 Department of Planning and Economic Development 25 West 4th Street Zp St. Paul , Minnesota 55102 . " 21 Rider to Sections 2.04, 9.01 , 9.02, and 9.�03. The loan repayments 22 called for under paragraph IV of Exhibit E hereto shal�l be Program Income � 23 and the s.ame may 6e used for other physical development activities which 24 would be eligible under Title I of the Act. At no time shall the amount of 25 said funds used for administrative costs pertaining thereto exceed 5% of said 26 Program Income. 27 28 Z9 30 31 32 2 E}�iIBIT A Page of 2 Revised 6/80 11w75•P , , .�. , ,�, Recipient: St. Paul , Minnesota �ant �, 8-81-AA-27-0028 • . � E?�iIBIT 8 - 1 DESCRIPTION OF RDCIPIENT AGTIVITIFS Z Rider to Section 1.03(17).� The "Recipient Activities" for the � 3 Project shall oonsist of the follawing: 4 (1 ) Recipient shall issue and sell an initial issue of Industrial Revenue 5 Bonds in the amount of $34,300,000 for construction of a hot water distribution b system located in the St. Paul Central Business District ("CBD") . T t ' (2) Recipient shall issue and sell a second issue of Industrial Revenue 8 Bonds in the amount of $15,700,OOO �to finance the construction of building 9 conversions to the hot water system in the St. Paul CBD. 10 11 . (3) Recipient shall lend DHDC up to $7,500,000 in Grant Funds to be used 1Z toward construction of the hot water distribution system. 13 � 14 �4) Recipient shall lend OHDC an additional sum in the amount of 15 $2�300,000 of tax increment funds that will result in a combined loan to DHDC 16 of $9,800,Q00, all monies to be allocated toward construction purposes described i� under paragraph (1 ) above. The terms of the Loan Agreement are contained under 18 Paragraph IV of Exhibit E to this Grant Agreement. 19 (5� Recipient shall pledge the annual 8.7� St. Paul utility services Z� thermal energy franchise fees to DHDC for increased debt capacity of the project. - 21 Z2 (6� Recipient may use up to $200,000 in Grant Funds for administration • 23 costs incurred in connection with the Project. 24 All the aforesaid activities are for and in connection with the installat�on 25 f a 165 megawatt hot water district heating distribution system to be located 26 i:n the CBD of St. Paul , Minnesota, as more particularly described in the Z7 pplication. 28 � Z9 . 30 31 I ! 3Z P elof 1 " �3IBIT B � Revised 6/80 :i.rs•* . , �. . � , �,�'�-�� Recipient: St. Paul , Minnesota Grant I�b. B-81-AA-27-0028. E?�iTBIT C 1 L�'rSCRIPTION OF 1�'3N-RECIPIENt ACTIVITIES Z Rider to Section 1.03(12).�- Tt�e "Non-Recipient Activities" for . 3 the project shall oonsist of the following: 4 � 5 (1 ) DHDC will borrow the sum of $9,800,000 from the Recipient for the 6 construction of the Central Business District ("CBD") heating distribution 7 sy.stem. The Grant Funds to be used for the loan will total $7,500,000, with , � g the balance of $2,30Q,000 to be provided from the Recipient's tax-increment q funds. 10 �2) Hutton will purchase $34,300,000 of an initial issue of Industrial 11 Revenue Bonds, the net proceeds of which will be employed as a loan to DHDC 12 for� the construction of the distribution sytem. 13 �3� Hutton will purchase a second issue of Industrial Revenue Bonds 14 i.n the amount of $15,700,000, the net proceeds of which will be used as a 1� loan to DHDC to finance building conversions situated in the CBD. 16 C4� DHDC will construct a beating distribution system in the CBD with 1? tbe proceeds of the initial $34,300,000 bond issue and the Recipient loan 18 of $4,8QQ,QQQ. 19 (5) NSP will invest a minimum of $6,000,000, to be used toward the 20 following construction: Z1 (a) Modification of High Bridge plant boilers #b-9 and #B-10. 22 (b� Conversion of High Bridge plant turbine #6. 23 � All tbe aforesaid activities are for and in connection with the 24 25 installation of a 165 megawatt hot water district heating system to be Z6 located in the CBD of St. Paul , Minnesota, as more particularly described in 27 the Application. 28 29 30 31 � 32 � E.'giIBIT C Page i of Revised 6/80 u�ns•► . . � . � .�. Aecipieat: St. Paul , Minnesota j�G G=aat No. B-81 -AA-27-0028 EXHIBIT .D . PRO.JECT BimGET — SUt�ASARY- OF PROPOSED EXPENDITURES , � S� 0 U R C E S 0 F F U r D S ITDAG �� Privatc Other Total Line Item Activit3► Funds � , Funds F��ds Cos ts a. Lar►d Acquis ition - . . � b. Streets b Sits Zmp:ovemenLs c. Parking Facilities , . d. Foundatiofls and platf orms � e. Pedestrian Malls � f. Water. ar►d Se�ez Facilities g. Capital Equipment . $ 333,000 $ 333,000 b• Peaking Plant 1 ,876,000 1 ,876,000 Third St. Conversion i•Hot water distribution system $7,500,000 20,469,000 2,300,000 30,269,000 j ower an • (High Bridge) 6,000,000^ 6,000,000 ro essiona ees : �n. k' Design/Eng. Fees - Distr. s stem 3,023,000 3,023,000 "Building Conversions ' 15,700,000 15,700,000 ID' Construction Interest • 8,599,000 8,599,000 n. Administratioa 200;000 I 2U0,000 o. Ssbtota2 _ (Sua� of llne� 7�700,000 56,000,000 2,300,000 66,000,000 a. - a.) . p. Contir.gencies • q. Gzar.t Amount 7,700,000 (S� of lines o. + p.) z. Program Income (Revenue f rom UDAG Fur►da) t. TO'TAL PROJECT COS1'S ��700,000 $56,000,000 2,300,000 $66,000,000 (Sum oc linss q. + r.) �� D Page 1 of � .,. . _ :_ � - - - - --- • � , � ��-�� . �„ Recipient:�- St. Paul , Minnesota Grant I�b. B"81"�-2�"0028 F}�iIBIT E 1 REQUIRED EVIDEI�TTIARY MATERIALS 2 The evidentiary materials to be suut�mmitted by the Recipient for the 3 approval of the Secretary shall include the applicable provisions of Article IX 4 of this Grant Agreement and shall consist of the following: 5 I 6 (a) All goverr�nental approvals and pezinits necessary for the conaaencement T of the Recipient ar�d Non-Recipient Activities shall have been obtained. . 8 (b) EWidence of this consnitment shall be a written certification fr�n 9 Recipient, signed by the chief executive officer, in accordance with Section 10 10.02 of this Grant Agreer�ent, that all such goverrrmental approvals and permits 11 have been obtained. lt . II . 13 �a) Title to all land necessary for the Project, except land to be 14 acquired with GYant Ftinds, shall be held by Recipient or the appropriate 15 participating Party. 16 �b) �idence of this ca�unitment shall be in accordance with Section 10.10 17 of this Grant Agreement. 18 III 19 (a) Recipient shall enter into an agreement with DHDC which shall 20 include provisions consistent with the following: 21 (1 ) DHDC shall be obligated to construct the CBD District Heating � � 2t Di:stri.bution System at a cost of approximately $44,100,000. t3 (_2� Recipient shall be obligated to do the following: . 24 (i) Provide tax increment funds of $2,300,000 for disbursement 25 as loan to DHDC per (.iii � below. 26 (�i�. Issue and sell Industrial Revenue bonds, in the amount 27 of $SQ,QOO.,OQO as more particularly set forth and described in Paragraphs VII 28 and VIII of this Exhibit E .herein below. 29 30 s 1 E�iIBIT E Page 1 of � 3t Revised 6/80 il�qS�P , , � ��'��`� . � ..� . . Recipient: St. Paul , Minnesota 8-81-AA-27-0028 VYant I�b. 1 Continuation Sheet —1 Exhibit E 2 (iii ) Make a loan to DHDC, comprised of $7 ,500,000 in Grant 3 Funds and $2,300,000 in tax increment funds, for a total of $9,800,000, 4 which loan shall be used for tfie construction of the hot water distribution 5 system in the St. Paul CBD. The loan shall be made on the terms and conditions 6 specjfied in Paragraph IV of this Exhibit E. . � 7 (3) DHDC shall comply with all applicable provisions of Article IX 8 of this Grant Agreement. 9 (4) A timeframe for the beginning and completion of all development 10 to be carried out by DHDC, including the beginning and completion of each 11 - phase of such development, shall be specified and the same shall be consistent 1Z � with Exhibit F to this Grant Agreement. 13 • (5� The Recipient shall i•nclude in all contracts with Participating 14 Parties, and in all contracts with any party involving the use of �grant funds , 15 an acknowledgement that nothing contained in said contracts between the parties,� 16 � � � nor any act of the Recipient, or any of the parties, shall be deemed or i 1T . . - - - I construed by any of the parties, or by the third persons, to create any 18 . . _ _ . . - - . j relationship of third-party beneficiary, principal and agent, limited or I �9� �general partnership, or joint venture, or of any assocation or relatiqnship 20 � involving the Recipient. 21 i . ' 2Z (b) Evidence of this commitment shall be in accordance with the i 23_ Provi.sions of Section 10.04 of this Grant Agreement. 24 Iy � 25 (.a� Recipient and DHDC shall enter into a writte.n loan agreement which � 26 shall include provisions consistent with the following : 2? �1 � The principal amount of the loan from Recipient to DHDC shall Za be $4,8QO,OOQ. 29 30 � 31 32 " F.�iIBIT E Page 2 of 7 Revised 6/80 i1��S•P � � .- � ii Recipient: St. Paul , Minnesota Grant No. B-81-AA-27-0028 i Continuation Sheet — bchibit E 2 -� - 3 (2) During the construct•ion period, interest at the rate of 5� 4 compounded per annum shall accrue on all loan disbursements, and the interest 5 so accrued shall be added to the principal of the permanent loan at the 6 end of 72 years, to form a new principal balance for the permanent loan. 7 No payments on the l�an shall be required during the construction period . � a (3) After DHDC has certified to Recipient and HUD that Developer 9 has sufficient funds on hand or irrevocably available to it to complete its 10 obligations under the Grant Agreement and has identif�ed the sources of 11 those funds, the $7 ,500,000 Grant Funds portion of the loan may be drawn � 12 down as hereinafter set forth. � 13 (4) Draw requests for lo�n funds shall be made only on a mor�thly 14 draw basis on A.I .A. forms, certified to and approved by the Development 15 � Architect and/or Engineer, the trustee of bond proceeds, the Lender's � 16 representative or such other certifying official as may be approved by the 17 DHDC and the Recipient. 18 . (5) Monthly draw requests for loan proceeds shall be made on the 19 basis of 90� of work completed and in place with a lOq holdback. One-half 20 of the 10% holdback shall be released when 50q of the project is completed 21 � � and in place, as certified and approved by the approving official , DHDC 22 � and Recipient. Thereafter, monthly draw requests siiall be based.on 95% of 23� � t work coropleted and in place with the 5% holdback released upon a final 24 25 inspection by the approving official , DHDC and Recipient certifying that 26 the Project� is substantially complete and that the contractor and/or DHDC j 27 has. supplied the approving official with a full release of liens from all 2a primary contractors, subcontractors , materialmen and suppliers . 29 30 � 31 ' 3Z � - � F?�iIBIT �E page 3 of 7 Revised 6/80 21��75-P . 1 � � . �� ' I�I i �� Recipient: St. Paul , Minnesota Grant l�b. B-$1-AA-27-0028 1 Continuation Sheet — E�chibit E 2 _ [fiZ All loan disbursements shall be paid out of the $1,500,000 3 ' Grant Fund portion of the loan by Recipient in an amount proportionate to 4 the total costs. of the Project, including debt and equity financing by the 5 • pNDC, but at. a rate not greater than $1 .00 in Grant Funds for every $4.00 6 T of Private Funds expended by DHDC on the project. � • , � 8 (7) No disbursement of the UDAG portion of the loan shall be 9 made unless and until DHDC has furnished to Recipient an ALTA policy for 10 mortgage title insurance in the full amount of the loan insuring that � 11 Reci_pient has a recorded , perfected security interest on the property and 1Z � assets of DHDC that comprise this Project, which interest may be 13 subordinated only to the .security ,interest of the bondholders in an 14 aggregate amount not to exceed $34,3�0,000. Further, the Reciplent will 1 IS mai.ntain a lien on the DHDC revenues, which may be subordinated only to the � 16 lien h.eld hy the bondholders. 17 (8� No disbursement of the loan shall be made unless and until 18 pHDC nas furnished to Recipient a Builders Risk and Fire Insurance policy 19 or po1icies duly endorsed to indicate Recipient as insured mortgagee in Z� amount or amounts satisfactory to Lender and HUD. � i . 21 (2� The construction phase of the loan shall not extend later ' ZZ than April 7, 1985. , Z3 � �1Q� Terms for Permanent Phase of Loan: 24 (i �. The initial principal amount, inclusive of tax increment 25 funds, shall total $9,800,000. After adding accrued interest of $5,783,000, Z6 the aggregate permanent loan principal shall total $15,583 ,000. 27 �ii ) The loan term shall be 17 .5 years , commencing when 28 initial disbursement is made. 29 30 31 -- 32 ' E?�iIBIT E Page 4 of 7 � Revised 6/80 - - 31�i�S�P . � r �' ' � � - z� Recipient: St. Paul , Minnesota ��t �, B-81-AA-27-0028 1 Continuation Sheet — bchibit E Z (iii ) Interest at the rate of 5% compounded per annum shall . 3 he accrued annually over years 1 through 7 .5 and added to the principal of 4 the loan to form a new principal balance, which shall be repaid in annual 5 payments as provided below. � b (_iv� Repayment is to be made annually according to the 7 following schedule: � 8 a) No principal payments shall be required during the 9 firs.t 7 Z years of the loan term. 10 b) Annual principal and inter.est payments of $2,192,300 11 Per year shall commence at the end of 82 years, and shall continue for the 12 , remaining 9 years of the loan term. 13 � (11 ) The entire outstandi�ng principal balance of the loan, with 14 ' all accrued interest, shall become immediately due and payable upon the bank- 15 ruptcy, reorganization, dissoluti.on or liquidation of DHDC, or upon the sale, 16 exchange, disposition, refinancing, or sale under foreclosure of the property. 17 (12� The loar� shall be secured by a recorded real estate mortgage 18 __ _ _. . _ . in favor of Recipient upon all land, buildings, plant, fixtures , equipment, 19 and oth.er assets of the DHDC comprising the project. The security position 20 of the Recipient may be subordinated only to the security interest of the 21 � Z2 hondholders , provided that the aggregate principal amount of the bond financing Z3_ does not exceed $34,300,000 and that the Recipient's security is not less ' than a second lien position. The security instrument shall also contain a 24 ZS provi.s.ion that a default under the first security instrument which could 26 permit a foreclosure by the bondholders shall constitute a default under Z7 the second security instrument, causing the unpaid principal balance and 28 interest on the loan to become due and payable. The security instrument 29 shall not contain an exculpation clause in favor of DHDC. 30 31 � 32 � . F.�iIBIT E Page 5 of Revised 6/80 --- ----_. . . � Z11��S•P • � 1 ' �:� � �� \ rca Y :� ' Recipient: St. Paul , Minnesota Grant rb. B'81-AA-27-0028 • 1 Continuation Sheet --� �chibit E 2 (13) Repayment of the loan shall be unconditionally guaranteed 3 by DHDC. • 4 (14) The loan may be prepaid at any .time without penalty, . 5 (b)T Evidence of this commitment shall be• in accordance with the 6 ; provi:sipns of Section 10.04 of this Grant Agreement. ? V , � S 9 �a� Recipient shall issue a firm and irrevocable loan commitment 10 in the amount of $2,300,000 (from tax-increment funds) to DHDC for the 11 p.urpose of a combined loan to DHDC of $9,800,000. 12 (b) Evidence of this commitment shall be in accordance with Section � 13 1Q.Q5 of this Grant Agreement. . 14 , VI 15 (al The Recipient shall issue its firm and irrevocable commitment to � 16 � make a pledge of the annua.l 8.7q St. Paul utility services thermal energy 17 � franchise fe�s to DHDC for the purpose of increasing the debt capacity of 18 the project. _ _ 19' (b� Evidence of this commitment shall be a copy of all documents 20 evidencing said pledge commitment in accordance with Section 10.02 and 21 . ' ZZ Section 10.05 of this Grant Agreement. � � + • 23. , _ _ --- VII - --___ _ �--- � 24 (a) Recipient shall issue and sell not less than $34,300,000 of 25 Industria;l Revenue Bonds of DHDC for the financing of the CBD District. .. . � . 26 Heating Distribution System. • 27 . (b) Evidence of this commitment shall be in the form of a written 28 certification from the chief financial officer of Recipient and/or the 29 Trustee under the Indenture of Trust respecting such bonds, certifying that 30 � 31 _ , " 32 EXHIBIT E Page 6 of 7 Revised 6/80 -_--_- -• -•- 21u73•P . • ' . ..� ,e. , � ,� Recipient: St. Paul , Minnesota Grant No. B'81-AA-27-0028 1 Continuation Sheet -=- Exhibit E 2 said officer and/or Trustee has,_,on hand or on deposit, not less than 3 $34,300,000, the proceeds of the �sale of- said bonds, and that said amount 4 is available for the financing of the CBD District Heating Distribution 5 Syst�m. . b 11III � T 8 �a� Recipient shall issue and sell not less than $15,700,000 of , 9 Industrial Revenue Bonds of DHDC for the financing of the CBD building 10 conversians. 11 - �b� Evidence of this commitment shall be in the form of a written 1Z certification from the chief financial officer of Recipient and/or the - ' 13 Trustee under the Indenture of Trust respecting such bonds, certifying 14 that said officer and/or Trustee has, on hand or on deposit, not, less than 15 �1�,7QQ,OQQ, t.he proceeds of the sale of said bonds , and that said amount 16� is availahle for the financi.ng of the CBD building conversions . � 17 IX 18 (a) NSP shall provide equity funds of not less than $6,000,000 to 19' be used for modifications and conversions of Boilers B-9 and B-10 and 20 . Turbine #6 located at the High Bridge plant. 21 • • (b� Evidence of this commitment shall be in accordance with Section � Z2 . � 10.Q7 or Section 10,08 of this Grant Agreement. - 23. - •, ` 24 Z5 26 2T 28 � 29 � � 30 � 31 =- ; 32 � EXHIBIT E paye � of � Revised 6/80 _ _ 21��75•p .. /'.' ._ ...��,.�. ` p��i�� • . • • � I ' n Recipient: St. Paul , Minnesota �ant �. 8-81-�-27-0028 � EXHIBIT F 1 PRQ7DCT Pf:RF`(7iRMANCE SC�iEDUI.E 2 I . 3 4 (a) Evidentiary materials described in Exhibit E of this Grant 5 Agreement, with the exception of the commitment described in Paragraph VIII , 6 must he submitted to the Secretary by Recipient not later than November 15, 1481 . The remaining evidenti.ary materials (Paragraph VIII of Exhibit E 7 8 of this Grant Agreement) must be submitted to the Secretary by Recipient 9 not later than April 15, 1982. 10 �b) Upon approval of the evidentiary required under Paragraphs I , 11 ZI , III , IV, V, YI , VII and IX of Exhibit E to this Grant Agreement, � 12 Recipi.ent shall be authorized to draw down $7 ,700,000, the total grant 13 aroount for el.igible costs consistent with Letter of Credit procedures 14 and the provisi�ons of this Grant Agreement. � 15 � -- II 16 The activities set forth in Exhibits B and C to this Grant Agreement 1T shall he commenced and completed in accordance with the following schedule: 18� Commencement Completion 19 Activit � Date Date Z� Industrial Revenue Bond Sale , November 15, 1981 December 15, 1981 � 21 ��34,3Q0,000) ZZ Distribution System Construction December 20, 1981 April 20, 1985 � Industrial Revenue Bond Sale April 15, 1982 May �15, 1982 ` 23 ($15,700,000) 24 guilding Conversion Construction May 20, 1982 April 20, 1985 Z5 NSP Boiler Construction May 20, 1982 November 20, 1982 Z6 NSP Turbine Construction April 10, 1984 December 1 , 1984 27 28 _ Z9 30 "1 _ - . 3Z E�IBIT F . Page 1 of � Revised 6/80 f1�i�S-P