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HomeMy WebLinkAboutResolution 2022-10 03/07/2022 CITY OF SPRINGFIELD, OREGON RESOLUTION NO. 2022-10 RESOLUTION APPROVING A GRANT AGREEMENT FROM OREGON DEPARTMENT OF ADMINISTRATIVE SERVICES FOR $1,000,000 FOR HOUSING PROGRAMS OR SERVICES WHEREAS, The City of Springfield is dedicated to providing housing services to its community members; WHEREAS, in 2021, Oregon Legislature adopted Senate Bill (SB) 5561 appropriating $1,000,000 for a grant to the City of Springfield to help support programs or services that address housing insecurity, lack of affordable housing, or homelessness; WHEREAS, as a condition to receiving the funds appropriated to the City of Springfield under SB 5561, the City must enter into a grant agreement with the State of Oregon Department of Administrative Services (DAS), attached hereto as Exhibit A ("Grant Agreement'); and WHEREAS, the Common Council of the City of Springfield deems it in the public interest to accept the grant of $1,000,000 for the purposes provided in SB 5561, NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF SPRINGFIELD: Section 1: The City council hereby approves the Grant Agreement attached as Exhibit A, authorizing DAS to fully disperse all monies obligated under the Agreement and any amendments. Section 2: The City Manager is authorized to execute the Grant Agreement on behalf of the City in substantially the same form as provided in Exhibit A. Section 3: This Resolution will take effect upon adoption by the Council and approval by the Mayor ADOPTED by the Common Council of the City of Springfield this 7th day of March 2022, by a vote of 5 for and 0 against. (1 Absent - Pitts) �a- Mayor ATTEST: O;q-�6 City Recorder REVIEWED&APPROVED AS TO FORM K✓�wuz,k✓aa�- DATE: 3/7/22 SPRINGFIELD CIN ATTORNEY'S OFFICE Exhibit A, Pagel of 6 GRANT AGREEMENT Title: Senate Bill 5561 (20212 d Special Session) General Fund Grant Agreement Number: 107-2021-5561-32 This grant agreement("Contract"), dated as of the date the Contract is fully executed, is made by the State of Oregon, acting by and through its Department of Administrative Services ("DAS"), and the City of Springfield("Recipient"). This Contract becomes effective only when fully signed and approved as required by applicable law (the "Effective Date") and, unless earlier terminated, expires on June 30, 2023 (the "Expiration Date"). The period from the Effective Date through the Expiration Date is hereinafter referred to as the"Grant Term." Pursuant to the Oregon Laws 2021, chapter 4, section 32 (Second Special Session) (the "Authorization"), the Oregon Legislature appropriated $1,000,000 from the General Fund for a grant to Recipient to help support programs or services that address housing insecurity, lack of affordable housing, or homelessness. SECTION 1—GRANT DAS shall provide Recipient, and Recipient shall accept from DAS, a grant(the"Grant")in the amount of$1,000,000. Conditions Precedent. DAS's obligations are subject to the receipt of the following items, in form and substance satisfactory to DAS and its counsel: (1) This Contract duly signed by an authorized officer of Recipient; and (2) Such other certificates, documents, opinions and information as DAS may reasonably require. SECTION 2—DISBURSEMENT A. Full Disbursement. Upon satisfaction of all condition's precedent, DAS shall disburse the full Grant to Recipient. B. Condition to Disbursement. DAS has no obligation to disburse funds unless, in the reasonable exercise of its administrative discretion, it has sufficient funding, appropriations, limitations, allotments and other expenditure authority to make the disbursement. SECTION 3-USE OF GRANT A. Use of Grant Moneys. (1) Recipient shall use the Grant for the purpose of providing funding to support programs or services that address housing insecurity, lack of affordable housing, or homelessness over the next few months. B. Costs Paid for by Others. Recipient may not use any of the Grant to cover costs to be paid for by another State of Oregon agency or any third party. SECTION 4-REPRESENTATIONS AND WARRANTIES OF RECIPIENT Recipient represents and warrants to DAS: A. Organization and Authority. Page 1 of 6 Resolution No.2022-10 Exhibit A, Page2 of 6 (1) Recipient is a public body or nonprofit corporation validly organized and existing under the laws of the State of Oregon. (2) Recipient has all necessary right, power and authority under its organizational documents and under Oregon law to (a) execute and deliver this Contract, (b) incur and perform its obligations under this Contract, and(c)receive the Grant funds. (3) This Contract has been authorized by an ordinance, order or resolution of Recipient's governing body. (4) This Contract has been duly executed by Recipient, and when executed by DAS, is legal, valid and binding, and enforceable in accordance with their terms. B. Full Disclosure. Recipient has disclosed in writing to DAS all facts that materially adversely affect its ability to perform all obligations required by this Contract. Recipient has made no false statements of fact, nor has it omitted information necessary to prevent any statements from being misleading. The information contained in this Contract is true and accurate in all respects. C. Pending Liti ag tion. Recipient has disclosed in writing to DAS all proceedings pending (or to the knowledge of Recipient, threatened) against or affecting Recipient, in any court or before any governmental authority or arbitration board or tribunal, that, if adversely determined, would materially adversely affect the ability of Recipient to perform all obligations required by this Contract. D. No Defaults. No Defaults or Events of Default exist or occur upon authorization, execution or delivery of this Contract. E. Compliance with Existing Agreements and Applicable Law. The authorization and execution of, and the performance of all obligations required by, this Contract will not: (i) cause a breach of any agreement or instrument to which Recipient is a party; (ii)violate any provision of the charter or other document pursuant to which Recipient was organized or established; or(iii)violate any laws, regulations, ordinances, resolutions, or court orders related to Recipient or its properties or operations. F. Compliance with Tax Laws. Recipient is not in violation of any Oregon tax laws, including but not limited to a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and local taxes administered by the Department of Revenue under ORS 305.620. SECTION 5-COVENANTS OF RECIPIENT Recipient covenants as follows: A. Notice of Adverse Change. Recipient shall promptly notify DAS of any adverse change in the activities,prospects or condition (financial or otherwise) of Recipient related to the ability of Recipient to perform all obligations required by this Contract. B. Compliance with Laws. Recipient shall comply with all applicable laws, rules, regulations and orders of any court or governmental authority that relate to this Contract and Recipient's use of the Grant funds. C. Annual Progress Reports. Recipient must submit to DAS annual progress reports (each a"Progress Report")until Grant funds are fully expended. A Progress Report is due one year from distribution of funding and thereafter annually until the Grant funds are fully expended. Each Progress Report shall contain a brief narrative and financial report on the total use of Grant funds. The narrative and Page 2 of 6 Resolution No.2022-10 Exhibit A, Page3 of 6 financial report should include, but need not be limited to, the following information: (1) Brief description of the project and use of Grant funds to date; (2) Timeline for major project deliverables; (3) Grant funds spent to date; and (4) Project milestones met to date. D. Books and Records. Recipient shall keep accurate books and records of the uses of the Grant and maintain them according to generally accepted accounting principles. E. Inspections, Information. Recipient shall permit DAS and any party designated by DAS to inspect and make copies, at any reasonable time, of any accounts, books and records, including, without limitation, its records regarding receipts, disbursements, contracts, investments and any other related matters. Recipient shall supply any related reports and information as DAS may reasonably require. F. Records Maintenance. Recipient shall retain and keep accessible all books, documents,papers, and records that are directly related to this Contract for a minimum of six years beyond the later of the final and total expenditure or disposition of the Grant. If there are unresolved issues at the end of such period,Recipient shall retain the books, documents, papers and records until the issues are resolved. G. Notice of Default. Recipient shall give DAS prompt written notice of any Default as soon as any senior administrative or financial officer of Recipient becomes aware of its existence or reasonably believes a Default is likely. H. Indemnity. Recipient shall defend (subject to ORS chapter 180), indemnify, save and hold harmless the State of Oregon, DAS and their officers, employees and agents from and against any and all claims, suits, actions,proceedings, losses, damages, liability and court awards including costs, expenses, and attorney's fees incurred related to any actual or alleged act or omission by Recipient, or its employees, agents or contractors. SECTION 6-DEFAULTS Any of the following constitutes an "Event of Default": A. Any false or misleading representation is made by or on behalf of Recipient, in this Contract or in any document provided by Recipient related to this Grant. B. Recipient fails to perform any obligation required under this Contract, other than those referred to in subsection A of this section 6, and that failure continues for a period of 10 business days after written notice specifying such failure is given to Recipient by DAS. DAS may agree in writing to an extension of time if it determines Recipient instituted and has diligently pursued corrective action. SECTION 7-REMEDIES A. Remedies. Upon any Event of Default, DAS may pursue any or all remedies in this Contract and any other remedies available at law or in equity to enforce the performance of any obligation of Recipient. Remedies may include, but are not limited to any one or more of the following: (1) Terminating DAS's commitment and obligation to make the Grant. (2) Barring Recipient from applying for future awards. (3) Withholding amounts otherwise due to Recipient for application to the payment of amounts due under this Contract. Page 3 of 6 Resolution No.2022-10 Exhibit A, Page4 of 6 (4) Requiring repayment of the Grant and all interest earned by Recipient on those Grant funds. B. Application of Moneys. Any moneys collected by DAS pursuant to section 7.A will be applied first, to pay any attorneys' fees and other fees and expenses incurred by DAS; then, as applicable, to repay any Grant proceeds owed; then, to pay other amounts due and payable under this Contract, if any. C. No Remedy Exclusive; Waiver; Notice. No remedy available to DAS is intended to be exclusive, and every remedy will be in addition to every other remedy. No delay or omission to exercise any right or remedy will impair or is to be construed as a waiver of such right or remedy. No single or partial exercise of any right power or privilege under this Contract will preclude any other or further exercise thereof or the exercise of any other such right,power or privilege. DAS is not required to provide any notice in order to exercise any right or remedy, other than notice required in section 7 of this Contract. SECTION 8-MISCELLANEOUS A. Time is of the Essence. Recipient agrees that time is of the essence under this Contract. B. Relationship of Parties; Successors and Assigns;No Third-Party Beneficiaries. (1) The parties agree that their relationship is that of independent contracting parties and that Recipient is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265. (2) Nothing in this Contract gives, or is to be construed to give, directly or indirectly, to any third persons any rights and benefits greater than those enjoyed by the general public. (3) This Contract will be binding upon and inure to the benefit of DAS, Recipient, and their respective successors and permitted assigns. (4) Recipient may not assign or transfer any of its rights or obligations or any interest in this Contract without the prior written consent of DAS. DAS may grant, withhold or impose conditions on such consent in its sole discretion. In the event of an assignment, Recipient shall pay, or cause to be paid to DAS, any fees or costs incurred because of such assignment, including but not limited to attorneys' fees of DAS's counsel. Any approved assignment is not to be construed as creating any obligation of DAS beyond those in this Contract, nor does assignment relieve Recipient of any of its duties or obligations under this Contract. C. Disclaimer of Warranties; Limitation of Liability. Recipient agrees that: (1) DAS makes no warranty or representation. (2) In no event are DAS or its agents liable or responsible for any direct, indirect, incidental, special, consequential or punitive damages in connection with or arising out of this Contract. D. Notices and Communication. Except as otherwise expressly provided in this Contract, any communication between the parties or notices required or permitted must be given in writing by personal delivery, email, or by mailing the same,postage prepaid, to Recipient or DAS at the addresses set forth below, or to such other persons or addresses that either party may subsequently indicate pursuant to this Section. Any communication or notice by personal delivery will be deemed effective when actually delivered to the addressee. Any communication or notice so addressed and mailed will be deemed to be received and effective five (5) days after mailing. Any communication or notice given by email becomes effective 1)upon the sender's receipt of confirmation generated by the recipient's email system that the notice has been received by the recipient's email system or 2)the recipient's Page 4 of 6 Resolution No.2022-10 Exhibit A, Pages of 6 confirmation of receipt, whichever is earlier. Notwithstanding this provision,the following notices may not be given by email: notice of default or notice of termination. If to DAS: Oregon Department of Administrative Services ATTN: Kate Nass, Deputy Chief Financial Officer 155 Cottage St. NE Salem OR 97301 kate.nasskoregon.gov If to Recipient: City of Springfield ATTN: Sandy Belson, Interim Planning Manager 2255 th Street Springfield OR 97477 sbelson e,springfield-or.gov E. No Construction against Drafter. This Contract is to be construed as if the parties drafted it jointly. F. Severability. If any term or condition of this Contract is declared by a court of competent jurisdiction as illegal, invalid or unenforceable, that holding will not invalidate or otherwise affect any other provision. G. Amendments, Waivers. This Contract may not be amended without the prior written consent of DAS (and when required, the Department of Justice) and Recipient. This Contract may not be amended in a manner that is not in compliance with the Authorization. No waiver or consent is effective unless in writing and signed by the parry against whom such waiver or consent is sought to be enforced. Such waiver or consent will be effective only in the specific instance and for the specific purpose given. H. Attorneys' Fees and Other Expenses. To the extent permitted by the Oregon Constitution and the Oregon Tort Claims Act, the prevailing parry in any dispute arising from this Contract is entitled to recover its reasonable attorneys' fees and costs at trial and on appeal. Reasonable attorneys' fees cannot exceed the rate charged to DAS by its attorneys. I. Choice of Law, Designation of Forum, Federal Forum. The laws of the State of Oregon (without giving effect to its conflicts of law principles)govern all matters arising out of or relating to this Contract, including, without limitation, its validity, interpretation, construction,performance, and enforcement. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Contract shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County (unless Oregon law requires that it be brought and conducted in another county). Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum. Notwithstanding the prior paragraph, if a claim must be brought in a federal forum,then it must be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon. This paragraph applies to a claim brought against the State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon's sovereign immunity and is not consent by the State of Oregon to be sued in federal court. This paragraph is also not a waiver by the State of Oregon of any form of defense or immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. Page 5 of 6 Resolution No.2022-10 Exhibit A,Page6 of 6 J. Integration. This Contract(including all exhibits, schedules or attachments, if any) constitutes the entire agreement between the parties on the subject matter. There are no unspecified understandings, agreements or representations, oral or written, regarding this Contract. K. Survival. The following provisions, including this one, survive expiration or termination of this Contract: Sections 5.C., 5.E., 5.F., 5.1-1., 6, 7, 8.1-1. and 8.I. L. Execution in Counterparts. This Contract may be signed in several counterparts, each of which is an original and all of which constitute one and the same instrument. Recipient, by its signature below, acknowledges that it has read this Contract, understands it, and agrees to be bound by its terms and conditions. STATE OF OREGON RECIPIENT acting by and through its Department of Administrative Services By: By: Date: Date: APPROVED AS TO LEGAL SUFFICIENCY IN ACCORDANCE WITH ORS 291.047: Sam Zeigler via email dated 1/17/2022 Senior Assistant Attorney General Page 6 of 6 Resolution No.2022-10