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HomeMy WebLinkAboutItem 07 New Manf. Dwelling Park IGAAGENDA ITEM SUMMARY SPRINGFIELD CITY COUNCIL Meeting Date: Meeting Type: Staff Contact/Dept.: Staff Phone No: Estimated Time: Council Goals: 9/6/2022 Regular Meeting Erin Fifield / DPW 541-726-2302 5 Minutes Provide Financially Responsible and Innovative Government Services ITEM TITLE: NEW MANUFACTURED DWELLING PARK INTERGOVERNMENTAL AGREEMENT (IGA) ACTION Authorize City Manager to sign the Intergovernmental Agreement (IGA) with REQUESTED: Oregon Housing and Community Services to disburse $3 million in grant funding for the purpose of developing a Manufactured Dwelling Park in Springfield. ISSUE In 2021, pursuant to HB 5006, Oregon Housing and Community Services (OHCS) STATEMENT: was appropriated $3 million from the general fund for the purposes of developing a manufactured dwelling park in Springfield. The City of Springfield, Representative Lively and St. Vincent de Paul advocated for these funds, acknowledging the need for housing for low-income residents and the risk of displacement facing some of Springfield's manufactured dwelling parks. With this IGA, the City would receive $3 million in order to disburse funds toward the development of a new manufactured dwelling park in Springfield. ATTACHMENTS: 1 — OHCS IGA New Manufactured Dwelling Park DISCUSSION/ For years, the City of Springfield recognized that a large number of manufactured FINANCIAL home park residents in privately -owned parks could face a risk of displacement. In IMPACT: 2016, as part of the Governor's Oregon Solutions Project, the City organized stakeholder meetings and created the Manufactured Home Park Solutions Collaborative Local Agency Toolkit, a guide to a coordinated housing and social service assistance response if a closure were to occur. As a result of that effort, the City recognized the benefit in preserving the number of manufactured homes in Springfield, even if the park itself can't be preserved due to owner's interests in redeveloping or selling the property. In 2019, the City of Springfield worked with Representative Lively and St. Vincent de Paul, a member of the Governor's Oregon Solutions team, to pass a bill that appropriated $3 million in funding for the development of a manufactured dwelling park in Springfield. The funds allocated in the bill were calculated per unit to match OHCS's park preservation program. It was acknowledged that these funds would help with development costs for a new park, and that additional funding for affordable housing would be needed, similar to other affordable housing development projects. Given the City's role in disbursing federal CDBG and HOME funds for land acquisition and new affordable housing development, it was determined that it would be more efficient for the City of Springfield, rather than OHCS, to work with a nonprofit developer on using these funds to develop a new manufactured dwelling park. This IGA outlines the expectations for how these funds will be used and allows for 1% of funds to be used by the City of Springfield to be reimbursed for project delivery costs (staff time). There is no specific site tied to this IGA. INTERGOVERNMENTAL AGREEMENT MANUFACTURED DWELLING PARK DEVELOPMENT Agreement No. 7202 This Agreement is between the State of Oregon acting by and through its Oregon Housing and Community Services Department ("Agency" or "OHCS") and the City of Springfield, Oregon ("City of Springfield"), each a "Party" and, together, the "Parties". SECTION 1: AUTHORITY This Agreement is authorized by ORS 190.110 and Oregon Laws 2021, ch 669, § 275 (hereinafter HB 5006 (2021)). SECTION 2: BACKGROUND AND PURPOSE Pursuant to HB 5006 (2021), OHCS was appropriated $3,000,000 from General Fund for one or more grants to nonprofit organizations for the purposes of developing or improving infrastructure for a manufactured dwelling park in Springfield Oregon. City of Springfield intends to disburse grant funding to St Vincent De Paul of Lane County ("SVDP"), an Oregon nonprofit corporation, and administer the grant to ensure grant funding is used for the purpose of developing or improving infrastructure for a manufactured dwelling park in Springfield, Oregon. In the event City of Springfield cannot reach agreement with SVDP for disbursal of grant funding consistent with this agreement, City of Springfield and Agency will work in good faith to amend this Agreement to allow City of Springfield to otherwise disburse or expend funds consistent with the purpose of this Agreement. SECTION 3: EFFECTIVE DATE AND DURATION This Agreement is effective when this Agreement has been fully executed by every Parry and, when required, approved by the Department of Justice, ("Effective Date"), and terminates on June 30, 2023, unless terminated earlier in accordance with Section 16. SECTION 4: AUTHORIZED REPRESENTATIVES 4.1 Agency's Authorized Representative is: Kari Hodai, Manufactured Housing Program Analyst 4 725 Summer St. NE Salem, OR 97301 (503) 508-9189 kari.s.hodai@hcs.oregon.gov IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 1 of 14 Attachment 1 Page 1 of 14 4.2 City of Springfield Representative is: Erin Fifield Community Development Analyst, City of Springfield Department of Development & Public Works. 541-726-2302 efifield@springfield-or.gov 4.3 A Parry may designate a new Authorized Representative by written notice to the other Parry without the need for formal amendment. SECTION 5: RESPONSIBILITIES OF EACH PARTY 5.1 City of Springfield shall perform the following: 5.1.1 Make a one-time award of grant funding to SVDP, an Oregon non-profit corporation, in the amount as described in Section 6.1 of this Agreement, to be used solely in the development of a manufactured dwelling park in the City of Springfield. 5.1.2 The one-time award of grand funding to SVDP must clearly define the allowable grant activities to be completed by SVDP. Grant activities may include land purchases, on- site and off-site infrastructure development, partition and annexation of property, payment of development fees, payment of system development charges, payment of architectural and building costs, completing road improvements that are required as part of development, and the forward purchasing of materials for the purposes of developing or improving infrastructure for non-profit manufactured dwelling parks in the City of Springfield, Oregon. 5.1.3 Manufactured dwelling park shall include a minimum of 40 manufactured home units up to 100 manufactured home units, and potentially one Common Building for community use and one playground for community use. The minimum 40 manufactured home units within the park may contain a mix of double -wide and single wide manufactured homes designated for rental and ownership. At least 51% of units must be made available to low to moderate Area Median Income (AMI) households (to be determined based on Federal Housing & Urban Development (HUD) AMI standards and eligibility criteria). 5.1.4 The City of Springfield may utilize up to 1% ($30,000) of Grant funds for project delivery costs. 5.1.5 Ensure that SVDP obtains insurance for housing units and submits a certificate of insurance to Agency prior to placement of housing units on project site(s). 5.1.6 Provide quarterly project updates using the Quarterly Progress Report (Attached as Exhibit A) that outlines the current project progress and the anticipated next steps IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 2 of 14 Attachment 1 Page 2 of 14 over the next quarter until project completion. 5.2 Agency will perform the following activities: 5.2.1 Review quarterly project updates provided by the City of Springfield to Agency. 5.2.2 Upon execution, Agency will make a one-time disbursement of the total amount of the Grant to the City of Springfield. SECTION 6: COMPENSATION 6.1 Agency has agreed to make a conditional award of funds to the City of Springfield not -to - exceed amount of $3,000,000.00 (the "Grant"). Upon execution of this Agreement, Agency will disburse Grant Funds to the City of Springfield in the full amount of the Grant. 6.2 Upon expiration or termination of this Agreement, City of Springfield shall grant any remaining amount of grant funds to St. Vincent DePaul to be utilized for any additional improvements that benefit the manufactured park residents. 6.3 Any desired use of funds by City of Springfield that differs from the Work must first be approved in writing, by Agency. All grant funds must be used to provide services as indicated in the Work. SECTION 7: REPRESENTATIONS AND WARRANTIES City of Springfield represents and warrants to Agency that: 7.1 City of Springfield has the power and authority to enter into and perform this Agreement; 7.2 The making and performance by City of Springfield of this Agreement (a) have been duly authorized by City of Springfield, (b) do not and will not violate any provision of any applicable law, rule, regulation, or order of any court, regulatory commission, board, or other administrative agency or any provision of City of Springfield's charter or other organizational document and (c) do not and will not result in the breach of, or constitute a default or require any consent under any other agreement or instrument to which City of Springfield is party or by which City of Springfield may be bound or affected. No authorization, consent, license, approval of, or filing or registration with or notification to any governmental body or regulatory or supervisory authority is required for the execution, delivery or performance by City of Springfield of this Agreement, other than those that have already been obtained; 7.3 This Agreement has been duly executed and delivered by City of Springfield and constitutes a legal, valid and binding obligation of City of Springfield enforceable in accordance with its terms; 7.4 City of Springfield shall, at all times during the term of this Agreement, be qualified, professionally competent, and duly licensed to perform its obligations under this Agreement. IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 3 of 14 Attachment 1 Page 3 of 14 The representations and warranties set forth in this section are in addition to, and not in lieu of, any other representations or warranties provided by City of Springfield. SECTION 8: GOVERNING LAW, CONSENT TO JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively "Claim") between Agency or any other agency or department of the State of Oregon, or both, and City of Springfield that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon. However, if a Claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, to or from any Claim or from the jurisdiction of any court. CITY OF SPRINGFIELD, BY EXECUTION OF THIS AGREEMENT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. SECTION 9: OWNERSHIP OF WORK PRODUCT [RESERVED] SECTION 10: CONTRIBUTION 10.1 If any third parry makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 (a "Third -Party Claim") against a Party (the "Notified Parry") with respect to which the other Party (the "Other Parry") may have liability, the Notified Party shall promptly notify the Other Parry in writing of the Third -Parry Claim and deliver to the Other Party, along with the written notice, a copy of the claim, process and all legal pleadings with respect to the Third -Party Claim that have been received by the Notified Parry. Each Party is entitled to participate in the defense of a Third -Party Claim, and to defend a Third -Party Claim with counsel of its own choosing. Receipt by the Other Parry of the notice and copies required in this Section and a meaningful opportunity for the Other Parry to participate in the investigation, defense and settlement of the Third -Party Claim with counsel of its own choosing are conditions precedent to the Other Parry's contribution obligation under this Section 10 with respect to the Third -Parry Claim. 10.2 With respect to a Third -Party Claim for which Agency is jointly liable with City of Springfield (or would be if joined in the Third -Party Claim), Agency shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by City of Springfield in such proportion as is appropriate to reflect the relative fault of Agency on the one hand and of City of Springfield on the other hand in connection with the events that resulted in such expenses, IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 4 of 14 Attachment 1 Page 4 of 14 judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of Agency on the one hand and of City of Springfield on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. Agency's contribution amount in any instance is capped to the same extent it would have been capped under Oregon law if the State had sole liability in the proceeding. 10.3 With respect to a Third -Party Claim for which City of Springfield is jointly liable with Agency (or would be if joined in the Third -Party Claim), City of Springfield shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Agency in such proportion as is appropriate to reflect the relative fault of City of Springfield on the one hand and of Agency on the other hand in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of City of Springfield on the one hand and of Agency on the other hand shall be determined by reference to, among other things, the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. City of Springfield's contribution amount in any instance is capped to the same extent it would have been capped under Oregon law if it had sole liability in the proceeding. SECTION 11: CITY OF SPRINGFIELD DEFAULT City of Springfield will be in default under this Agreement upon the occurrence of any of the following events: 11.1 City of Springfield fails to perform, observe or discharge any of its covenants, agreements or obligations under this Agreement; 11.2 Any representation, warranty or statement made by City of Springfield in this Agreement or in any documents or reports relied upon by Agency to measure the delivery of services, the expenditure of funds or the performance by City of Springfield is untrue in any material respect when made; 11.3 City of Springfield (a) applies for or consents to the appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property, (b) admits in writing its inability, or is generally unable, to pay its debts as they become due, (c) makes a general assignment for the benefit of its creditors, (d) is adjudicated a bankrupt or insolvent, (e) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (f) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding -up, or composition or adjustment of debts, (g) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (h) takes any action for the purpose of effecting any of the foregoing; or IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 5 of 14 Attachment 1 Page 5 of 14 11.4 A proceeding or case is commenced, without the application or consent of City of Springfield, in any court of competent jurisdiction, seeking (a) the liquidation, dissolution or winding -up, or the composition or readjustment of debts of City of Springfield, (b) the appointment of a trustee, receiver, custodian, liquidator, or the like of City of Springfield or of all or any substantial part of its assets, or (c) similar relief in respect to City of Springfield under any law relating to bankruptcy, insolvency, reorganization, winding -up, or composition or adjustment of debts, and such proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect for a period of sixty consecutive days, or an order for relief against City of Springfield is entered in an involuntary case under the Federal Bankruptcy Code (as now or hereafter in effect). SECTION 12: AGENCY DEFAULT Agency will be in default under this Agreement if Agency fails to perform, observe or discharge any of its covenants, agreements, or obligations under this Agreement. SECTION 13: REMEDIES 13.1 In the event City of Springfield is in default under Section 11, Agency may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including, but not limited to: (a) termination of this Agreement under Section 16, (b) reducing or withholding payment for work or Work Product that City of Springfield has failed to deliver within any scheduled completion dates or has performed inadequately or defectively, (c) requiring City of Springfield to perform, at City of Springfield's expense, additional work necessary to satisfy its performance obligations or meet performance standards under this Agreement, (d) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief, or (e) exercise of its right of recovery of overpayments under Section 14 of this Agreement or setoff, or both. These remedies are cumulative to the extent the remedies are not inconsistent, and Agency may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 13.2 In the event Agency is in default under Section 12 and whether or not City of Springfield elects to exercise its right to terminate this Agreement under Section 16.3.3, or in the event Agency terminates this Agreement under Sections 16.2.1, 16.2.2, 16.2.3, or 16.2.5, City of Springfield's sole monetary remedy will be (a) for work compensable at a stated rate, a claim for unpaid invoices for work completed and accepted by Agency, for work completed and accepted by Agency within any limits set forth in this Agreement but not yet invoiced, for authorized expenses incurred, and for interest within the limits of ORS 293.462, less any claims Agency has against City of Springfield, and (b) for deliverable -based work, a claim for the sum designated for completing the deliverable multiplied by the percentage of work completed on the deliverable and accepted by Agency, for authorized expenses incurred, and for interest within the limits of ORS 293.462, less previous amounts paid for the deliverable IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 6 of 14 Attachment 1 Page 6 of 14 and any claims that Agency has against City of Springfield. In no event will Agency be liable to City of Springfield for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to City of Springfield exceed the amount due to City of Springfield under this Section 13.2, City of Springfield shall promptly pay any excess to Agency. SECTION 14: RESERVED SECTION 15: LIMITATION OF LIABILITY EXCEPT FOR LIABILITY ARISING UNDER OR RELATED TO SECTION 10, NEITHER PARTY WILL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE LIABILITY CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE. NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES OF ANY SORT ARISING SOLELY FROM THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. SECTION 16: TERMINATION 16.1 This Agreement maybe terminated at anytime by mutual written consent of the Parties. 16.2 Agency may terminate this Agreement as follows: 16.2.1 Upon 30 days advance written notice to City of Springfield; 16.2.2 Immediately upon written notice to City of Springfield, if Agency fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient in Agency's reasonable administrative discretion, to perform its obligations under this Agreement; 16.2.3 Immediately upon written notice to City of Springfield, if federal or state laws, rules, regulations or guidelines are modified or interpreted in such a way that Agency's performance under this Agreement is prohibited, or Agency is prohibited from paying for such performance from the planned funding source; 16.2.4 Immediately upon written notice to City of Springfield, if City of Springfield is in default under this Agreement and such default remains uncured 15 days after written notice thereof to City of Springfield; or 16.2.5 As otherwise expressly provided in this Agreement. 16.3 City of Springfield may terminate this Agreement as follows: 16.3.1 Immediately upon written notice to Agency, if City of Springfield fails to receive IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 7 of 14 Attachment 1 Page 7 of 14 funding, or appropriations, limitations or other expenditure authority at levels sufficient in City of Springfield's reasonable administrative discretion, to perform its obligations under this Agreement; 16.3.2 Immediately upon written notice to Agency, if federal or state laws, rules, regulations or guidelines are modified or interpreted in such a way that City of Springfield's performance under this Agreement is prohibited, or City of Springfield is prohibited from paying for such performance from the planned funding source; 16.3.3 Immediately upon written notice to Agency, if Agency is in default under this Agreement and such default remains uncured 15 days after written notice thereof to Agency; or 16.3.4 As otherwise expressly provided in this Agreement. 16.4 Upon receiving a notice of termination of this Agreement, City of Springfield will immediately cease all activities under this Agreement, unless Agency expressly directs otherwise in such notice. Upon termination, City of Springfield will deliver to Agency all documents, information, works -in -progress, Work Product and other property that are or would be deliverables under the Agreement. And upon Agency's reasonable request, City of Springfield will surrender all documents, research or objects or other tangible things needed to complete the work that was to have been performed by City of Springfield under this Agreement. SECTION 17: INSURANCE The City of Springfield shall insure, or self -insure, and be independently responsible for the risk of its own liability for claims within the scope of the Oregon Tort Claims Act (ORS 30.260 through 30.300). Agency reserves the right to amend this Agreement to include additional insurance requirements as deemed necessary by the State of Oregon, upon mutual agreement by the City of Springfield. SECTION 18: NONAPPROPRIATION Agency's obligation to pay any amounts and otherwise perform its duties under this Agreement is conditioned upon Agency receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to meet its obligations under this Agreement. Nothing in this Agreement may be construed as permitting any violation of Article XI, section 7 of the Oregon Constitution or any other law limiting the activities, liabilities, or monetary obligations of Agency. SECTION 19: AMENDMENTS IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 8 of 14 Attachment 1 Page 8 of 14 The terms of this Agreement may not be altered, modified, supplemented or otherwise amended, except by written agreement of the Parties unless otherwise expressly provided within this Agreement. SECTION 20: NOTICE Except as otherwise expressly provided in this Agreement, any notices to be given relating to this Agreement must be given in writing by facsimile, email, personal delivery, or postage prepaid mail, to a Party's Authorized Representative at the physical address, fax number or email address set forth in this Agreement, or to such other addresses as either Parry may indicate pursuant to this Section 20. Any notice so addressed and mailed becomes effective five (5) days after mailing. Any notice given by personal delivery becomes effective when actually delivered. Any notice given by email becomes effective 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. Any notice given by facsimile becomes effective upon electronic confirmation of successful transmission to the designated fax number. SECTION 21: SURVIVAL All rights and obligations of the Parties under this Agreement will cease upon termination of this Agreement, other than the rights and obligations arising under Sections 8, 9, 10, 14, 15 and 21 hereof and those rights and obligations that by their express terms survive termination of this Agreement; provided, however, that termination of this Agreement will not prejudice any rights or obligations accrued to the Parties under this Agreement prior to termination. SECTION 22: SEVERABILITY The Parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid. SECTION 23: COUNTERPARTS This Agreement may be executed in several counterparts, all of which when taken together shall constitute one agreement, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of the Agreement so executed constitutes an original. SECTION 24: COMPLIANCE WITH LAW In connection with their activities under this Agreement, the Parties shall comply with all applicable federal, state and local law. IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 9 of 14 Attachment 1 Page 9 of 14 SECTION 25: INDEPENDENT CONTRACTORS The Parties agree and acknowledge that their relationship is that of independent contracting parties and that City of Springfield is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise. SECTION 26: INTENDED BENEFICIARIES Agency and City of Springfield are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement provides, is intended to provide, or may be construed to provide any direct or indirect benefit or right to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of this Agreement. SECTION 27: FORCE MAJEURE Neither Parry is responsible for any failure to perform or any delay in performance of any obligations under this Agreement caused by fire, civil unrest, labor unrest, natural causes, or war, which is beyond that Party's reasonable control. Each Party shall, however, make all reasonable efforts to remove or eliminate such cause of failure to perform or delay in performance and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Agreement. Agency may terminate this Agreement upon written notice to City of Springfield after reasonably determining that the failure or delay will likely prevent successful performance of this Agreement. SECTION 28: ASSIGNMENT AND SUCCESSORS IN INTEREST City of Springfield may not assign or transfer its interest in this Agreement without the prior written consent of Agency and any attempt by City of Springfield to assign or transfer its interest in this Agreement without such consent will be void and of no force or effect. Agency's consent to City of Springfield's assignment or transfer of its interest in this Agreement will not relieve City of Springfield of any of its duties or obligations under this Agreement. The provisions of this Agreement will be binding upon and inure to the benefit of the Parties hereto, and their respective successors and permitted assigns. Notwithstanding the foregoing, City of Springfield may request consent from OHCS to transfer its interest hereunder to any wholly- owned subsidiary with at least 30 days prior written notice of any proposed transfer. As stated above, Agency's consent to City of Springfield's assignment or transfer of its interest in this Agreement will not relieve City of Springfield of any of its duties or obligations under this Agreement. SECTION 29: SUBCONTRACTS City of Springfield shall not, without Agency's prior written consent, enter into any subcontracts for any of the work required of City of Springfield under this Agreement. Agency's consent to IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 10 of 14 Attachment 1 Page 10 of 14 any subcontract will not relieve City of Springfield of any of its duties or obligations under this Agreement. City of Springfield agrees to require all subcontractors that conduct work in conjunction with this Agreement to have the necessary insurance requirements. SECTION 30: TIME IS OF THE ESSENCE Time is of the essence in City of Springfield's performance of its obligations under this Agreement. SECTION 31: MERGER, WAIVER This Agreement and all exhibits and attachments, if any, constitute the entire agreement between the Parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. No waiver or consent under this Agreement binds either Party unless in writing and signed by both Parties. Such waiver or consent, if made, is effective only in the specific instance and for the specific purpose given. EACH PARTY, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. SECTION 32: RECORDS MAINTENANCE AND ACCESS City of Springfield shall maintain all financial records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City of Springfield shall maintain any other records, books, documents, papers, plans, records of shipments and payments and writings of City of Springfield, whether in paper, electronic or other form, that are pertinent to this Agreement in such a manner as to clearly document City of Springfield's performance. All financial records, other records, books, documents, papers, plans, records of shipments and payments and writings of City of Springfield, whether in paper, electronic or other form, that are pertinent to this Agreement, are collectively referred to as "Records." City of Springfield acknowledges and agrees that Agency and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives will have access to all Records to perform examinations and audits and make excerpts and transcripts. City of Springfield shall retain and keep accessible all Records for a minimum of six (6) years, or such longer period as may be required by applicable law, following termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. Subject to foregoing minimum records retention requirement, City of Springfield shall maintain Records in accordance with the records retention schedules set forth in OAR Chapter 166. SECTION 33: HEADINGS IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 11 of 14 Attachment 1 Page 11 of 14 The headings and captions to sections of this Agreement have been inserted for identification and reference purposes only and may not be used to construe the meaning or to interpret this Agreement. SECTION 34: ADDITIONAL PROVISIONS None Signatures continued on following page IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Page 12 of 14 Attachment 1 Page 12 of 14 SECTION 35: SIGNATURES IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below. STATE OF OREGON acting by and through its Oregon Housing and Community Services Department Emese Perfecto, Director of Homeownership Kari Hodai, Contract Administrator Alexis Kackley, Procurement Specialist City of Springfield Nancy Newton, City Manager DEPARTMENT OF JUSTICE Date Date Date Date REVIEWED & APPROVED AS TO FORM 8/22/2022 DATE: SPRINGFIELD CITY ATFORNEY'S OFFICE Approved as to Legal Sufficiency By:_ Approved by David Berryman on 06/03/2022 Email on file Assistant Attorney General Date IGA 7202 - City of Springfield - Manufactured Dwelling Park Development Attachment 1 Page 13 of 14 Page 13 of 14 Exhibit A QUARTERLY PROGRESS REPORT (Must be submitted by the end of each quarter) Project Name I Report # 0 Reporting Dates: The month of Year Describe t Activities he Project Development Activities accomplished this period: anticipated to be accomplished next reporting period COMPLETE THIS AREA IF CONSTRUCTION HAS NOT BEGUN -las project schedule changed? no any changes in the development of the project, including number of units, :arget population, sources and uses? no UNHIDE UNHIDE AND COMPLETE THIS AREA IF CONSTRUCTION IS IN PROCESS Actual Date of Financial Close Estimated Date of Construction Completion % of Construction Activities Completed to Date Expected Date of Startine to Market the spaces CERTIFICATION: I certify the information to be correct and accurately reflect the progress and status of the project. Prepared by: Date: IGA 7202 — City of Springfield — Manufactured Dwelling Park Development Page 14 of 14 Attachment 1 Page 14 of 14