GRANT AGREEMENT BETWEEN THE DISTRICT OF COLUMBIAA¡[D

II STREET COMMUNITY DEVELOPMENT CORPORATION(rrscDc)

This GRANT AGREEMENT ("Agreement") is made as of this 14th day of September("Effective Date") between the District of Columbia, a municipal corporation (hereinafterreferred to as the "District"), acting by and through the Offrce of the Deputy Mayor forPlanning and Economic Development (hereinafter referred to as the "Grantor"), and HStreet Community Development Corporation (HSCDC) a District of Columbia 501

(c)(3) not for profit organization (hereinafter referred to as the "Grantee") (collectively,the "Parties"), with its mailing address 501 H Street, NE, Washington DC 20002

WITNESSETH THAT:

WHEREAS, the activities identified in this Grant are being financed pursuant to the

"Neighborhood Investment Fund Implementation Plan Amendment Act of 2009", whichprovided funding for the Predevelopment Grant Fund ("PDG");

V/HEREAS, funds are available to the DMPED for this expressed activity in Fiscal

Year 2010 for approved projects and programs;

WHEREAS, the Grantee was selected through a competitive request forapplications process and H Street Community Development Corporation (HSCDC)was awarded PDG funding in the amount of One Hundred Thirty Eight ThousandDollars and No Cents; ($138,000);

WHEREAS, the purpose of the funds is to defray the predevelopment costs for the

H Street Mixed Use Project: Retail and Housing located at 501 H Street NE

WHEREAS, the Grantee has provided to the Grantor a program description,proposed budget, and proposed expenditures consistent with the purpose ofthe grant offunds;

WHEREAS, as a condition precedent to the disbursement of the funds to theGrantee, the Grantor has required Grantee to enter into an agreement setting forth the terms

and conditions for the provision and use of the grant funds;

NOW, THEREFORE, in consideration of the mutual promises of the Grantor and

Grantee (collectively referred to herein as the "Parties"), the Parties hereby agree as

follows:

Section I. Period of Äsreement

This Grant Agreement shall be effective as of the Effective Date and shall remaìn in effectfor a period of 12 months.

With respect to Records Maintenance as noted Section VII.A, the Grant Agreement willremain in effect until five (5) years after the Grantee has filed its Closeout Report undersection IV.B of this Agreement, unless earlier terminated; except, with respect to thefinancial obligations of the District, this Agreement shall remain in effect only until 12

months after grant execution.

Section II. Grant of Funds

A. The Grantor shall provide to the Grantee a grant ("Grant") of; One HundredThirty Eight Thousand Dollars and No Cents; ($138,000); ("Grant Funds"), pursuant tosubsection B of this section and subject to subsection C of this section, to fund II StreetMixed Use Project: Retail and Housing located at 501 H Street NE .

B. The Grantor shall provide the Grant Funds to the Grantee at such times, andpursuant to such terms and conditions, as are set forth in the disbursement scheduleincluded as Exhibit A to this Agreement.

C. The provision of the Grant Funds by the Grantor shall be subject to theprovisions of seciion X of this Agreement related to the suspension or termination of grantfunding and the reversion of Grant Funds, the provisions of section XIV of this Agreernentrelated to default, the provisions of section XI related to unspent funds, and any otherprovisions of this Agreement that may limit the obligation of the Grantor to provide theGrant Funds.

Section III. Expenditure of Grant Funds

A. The Grantee shall expend the Grant Funds solely for the purposes ofcanying out the projects or activities (the "Program") described in Exhibit B of thisAgreement.

B. The Grantee shali carry out the Program and expend the Grant Funds only inaccordance with the budget set forth as Exhibit C of this Agreement.

C. The Grantee shall expend Grant Funds only on the eligible costs that are set

forth in Exhibit C of this Agreement and that were incuned on or after October 1,2009.

D. The Grantee shall expend all Grant Funds and complete all activitiesoutlined in Exhibit A within 12 months of execution of grant agreement ("End of GrantPeriod").

E. The fringe benefit rate for any employee whose personnel costs are fundedby the Grant Funds shall not exceed twenty percent (20%) of the base salary of theemployee.

Section IV.

A.

Renorting Requirements

Progress Reports

1. The Grantee shall submit a Quarterly Report to the Grantor and the

NIF PDG Project Administrator within 3 business days of the closeof the quarter, until all Grant Funds have been expended and theGrantor has submitted a Closeout Report under subsection B of thissection. District quarters end on September 30th, December 31tt,

March 31't, and June 30th. The Grantor has designated LISC - theNIF PDG Project Administrator - to conduct quarterly site visitsto review the progress ofthe projeet that is the subject ofthisgrant.

2. Each Progress Report shall cover the period beginning on the date ofthe prior Progress Report (or, in the case of the initial ProgressRepot, from the period beginning on the Effective Date) and ending

on the date of the Progress Report.

3. Each Progress Report shall include the following:

a. A narrative report of the activities performed under theProgram, which shall include the foilowing:

i. The status of accomplishments for each activity and a

description of the accomplishments achieved duringthe period covered by the Progress Report;

ii. Any deadline for the completion of any task whichhas not been met along with an explanation of whythe deadline has not been met and a revisedcompletion date;

b. An expense report, containing:

i. A listing of each expenditure made to cany out theProgram;

ii. A listing of each expenditure of Grant Funds and, foreach expenditure, a designation of the eligible cost

category with which the expenditure is associated;

iii. A narrative description of each expenditure of GrantFunds; and

iv. Documentation for each expenditure of Grant Funds

that shall include, but not be limited to, paid invoicesfor direct and indirect non-personnel costs, paid

invoices for contract employees, paid invoices forconsultants, approved time distribution sheets foremployees, and certified payroll reports foremployees.

A non-expendable equipment inventory report, which shalllist each purchase or lease of non-expendable equipmentacquired entirely or in part with Grant Funds. For each piece

of equipment, the Grantee shall include the name and

description of the equipment, the purchase price or leaseprice, date of purchase or term of lease, the serial number,vendor, and estimated useful life.

A procurement report, which shall include a list of allprocurement of services, including construction services,legal services, consulting services, and other professional and

employment services and, for each such procurement ofservices, the following details:

i. A description ofthe services beingprovided,including specifi c deliverables;

ii, The name of the person or business entity providingthe services;

iii. The cost of the services during the period covered bythe Progress Report and the estimated over the fullterm of the procurement;

iv. The period of performance for the procurement;

A fünge benefits report, which shall describe the fringebenefits of each employee, agent, or contractor ("position")whose salary is funded from the Grant Funds. The fringebenefits shall listed by position and shall include, but not belimited to, health insurance, life insurance, retirementb enefi ts, unemployment comp ensation, worker' s

compensation, vacation pay, and holiday pay. The value ofthe fringe benefits shall also be stated as a percentage ofeachposition's salary.

Copies of the minutes from any meeting of the Board ofDirectors of the Grantee that took place during the periodcovered by the Progress Report.

Closeout Rep_ort

1. The Grantee shall submit a Closeout Report within thirty (30) daysafter the Grantee has completed work outlined in Exhibit A and

B.

has expended all ofthe Grant Funds.

2. The Closeout Report shall cover the period beginning on theEffective Date and ending on the date of the Closeout Report.

3. The Closeout Report shall include the following:

a. A narrative report of the activities performed under theProgram, which shall include a ñ¡11 description of allaccomplishments under the Program.

b. An expense report, as described in section IV.A.3.b of thisAgreernent.

c. A non-expendable equipment inventory report, as describedin section IV.A.3.c of this Agreement.

d. A procurement report, as described in section IV.A.3.d of thisAgreement.

e. A fringe benefit report, as described in section IV.A.3.e ofthis Agreement

f. Copies of the minutes from any meeting of the Board ofDirectors of the Grantee that took place during the periodbeginning on the date of the last Progress Report and endingon the date of the Closeout Report.

C. Review and Approval of Reports

Each Progress Report and the Closeout Report shall be subject to the reviewand approval of the Grantor

SectionV. AccountinqRequirements

A. The Grantee shall establish a separate account independent of other accountrecords of the Grantee for the Grant Funds.

B. The Grantee shall maintain complete and accurate records anddocumentation of all costs incured under this Agreement, which recordsand documentation shall be organized in a manner that lists eachexpenditure of Grant Funds and identifies each such expenditure with an

eligible cost category set forth in Exhibit C.

C. The Grantee shall maintain its accounting records, at a minimum, on adouble entry, accrual basis.

D. The Grantee shall support all costs paid for with Grant Funds with properlyexecuted payrolls, invoices, contracts, vouchers, purchase orders, or other

accounting documents.

E. All records that the G¡antee is required to maintain under this section shallbe clearly identified and legible.

Section VI. Publicitv

Any written or printed material distributed or posted by Grantee that publicizes theProgram shall include information that the Program is being funded, partially or fully,through the District. In addition, announcements that publicize the Program, including, butnot limited to, newspaper, radio, and television announcements or advertisements, flyers,and postings, shall acknowledge funding by the District.

Section VII. Records Maintenance and Inspections

A. Records Maintenance

The Grantee shall retain all records reiating to the G¡ant and the expenditure ofGrant Funds, including all records required to be maintained pursuant to this Agreement,for a period of not less than five (5) years. In addition, records resulting from the resolutionof an audit or monitoring finding shall be maintained for a period of not less than five (5)years after resolution of the finding. The Grantee shall be required to make available, uponrequest, for at least five (5) years after the End of Grant Period, files and records that willassist the District in assessing compliance with the Grant Agreement and the impact of theGrant.

B. Availability and Inspection of Records

The Grantee shall make available to the Grantor for examination and copying, atreasonable times and locations and afte¡ reasonable notice from the Grantor, any and allinformation and records related to the Grantee's performance of the Program, any and allrecords and documentation prepared pursuant to this Agreement, and any and allinformation and records related to the receipt, expenditure, and accounting of the GrantFunds. The Grantee shall cooperate fu1ly with the Grantor in locating and makingaccessible any such records.

Section VIII. Performance Evaluation and Monitorine

A. The Grantor may conduct evaluations, and perform on-site monitoring, ofthe performance of the Program at such times and with such frequency as the Grantordeems appropriate, in its sole discretion. The Grantee shall cooperate fully with theGrantor in the Grantor's performance of any evaluation or monitoring under thisAgreement.

B. If the Grantor finds any deficiencies during its evaluation or monitoring, theGrantor may issue a written frnding of deficiencies to the Grantee along with a

demand to cure the deficiencies by a specified date. If the Grantee does notcure the deficiencies by the date specified, the Grantee shall be considered to bein default of the Agreement under section XIV,

Section IX. Oreanizational Audit

A. The Grantor may conduct financial audits, at the Grantor's discretion, of allfunding sources of the Grantee in accordance with the auditing standards promulgated bythe Comptroller General of the United States, as published in the latest edition of theGovernment Accountability Office' s G ov e r nme nt Audi tin g S t an dar ds .

B. The Grantee shall fully clear or remedy any deficiencies noted in an auditconducted by the District under this section within sixty (60) days after the receipt of theaudit by the Grantee.

C. The Grantee shall cooperate fully with the District in the conduct of an auditunder this section.

Section X. Suspension or Termination of Grant Funding: Reversion of Funds

A. In the event that the Grantee (i) has not demonstrated satisfactoryperformance or financial accountability or (ii) has not spent the Grant Funds in a timelymanner or (iii) is in default, as described in section XIV of this Agreement or (iv) is not incompliance with all applicable District and federal laws and regulations, all as determinedin the sole and reasonable discretion of the Grantor, the Grantor may, at its sole discretion,suspend or terminate funding to the Grantee and may demand in writing the repayment orretum of some or all of the Grant Funds, whether or not such Grant Funds have beenpreviously obligated or committed by the Grantee, any accounts receivable attributable tothe use of the Grant Funds, and any income generated by the Grant Funds.

B. The Grantee shall repay all funds demanded by the Grantor under paragraphA of this section to the Grantor upon receipt of the Grantor's written demand and inaccordance with the Grantor's written instructions.

C. The Grantor may suspend or terminate the provision of Grant Funds underthis Agreement for the convenience of the District.

Section XI. Unspent Funds

At the End of Grant Period, or upon final completion of the Program, whichever isearlier, the Grantee shall transfer any unspent, excess, or surplus funds to the Grantor.

Section XII. Grant Administrator

A. The Grant Administrator for this Grant is LaToyia Hampton. The GrantAdministrator is the District's authorized representative for this Grant. The telephonenumber of the Grantor is 202-724-8 I 1 1 . The Grantee shall contact the Grant Administratorwith any questions or concerns regarding the technical implementation or interpretation ofthis Grant.

B. The Grant Administrator will be responsible for, among otherresponsibilities, the following:

f . interpreting the provisions of the Grant Agreement, where suchinterpretation is not ofa legal nature; and

2, Assisting the Grantee in the resolution of technical problemsencountered during performance of the obligations of the Grant Agreement.

Section XIII. Non-Discrimination

In the provision of goods or services associated with the Program, the Grantee shallnot discriminate, or allow discrimination, on the basis of actual or perceived race, colot,religion, national origin, sex, age, marital status, personal appearance, sexual orientation,gender identity or expression, familial status, family responsibilities, genetic information,disability, matriculation, political affiliation, disability, source of income, status as a victimof an intra-family offense, or place of residence or business. In addition, the Grantee shallnot engage in or allow harassment based on any ofthe above categories, nor engage in anyother activity that would be prohibited by the District of Columbia Human Rights Act of1977, effective December 13,1977 (D,C. Law 2'38; D.C. Official Code $ 2-1401,01. etseq.)

Section XIV. Default¡ Remedy¡ Non-\ilaiver

A. Any failure by the Grantee or its agents to comply with any of the terms orconditions of this Agreement, as such failure is determined in the sole and reasonablediscretion of the Grantor, sha1l constitute a default under this Agreement.

B. In the event of a default, the Grantor may provide to the Grantee writtennotice of the default, along with a demand to cure by a date established in the Grantor'ssole and reasonable discretion, but in no event less than ten (1 0) business days. If thedefault is not cured or remedied according to the time limit established in the notice anddemand, the Grantee shall return to the District any remaining grant funds in the possessionof the Grantee, the Grantor shall not be obligated to provide any additional Grant Funds tothe Grantee, the Grantor may exercise any additional right to reversion under section X ofthis Agreement, and the Grantor may exercise any other legal or equitable remediesavailable to the Grantor.

C. No delay or omission of the Grantor or the District to exercise any right,power, or remedy accruing upon the happening of a default shall impair any such right,power, or remedy or shall be construed to be a waiver of, or acquiescence to, any suchdefault.

Section XV. Freedom of Information Act Notice

The District of Columbia Freedom of Information Act of 1976, effective March 25,1977 (D.C.Law l-96; D.C. Official Code $ 2-53 | et seq.) ("FOIA") provides that "anyperson has a right to inspect, and at his or her discretion, to copy any public record exceptas expressly exempt by the Act." A "public record" has been defined by section 2(13) ofthe District of Columbia Public Record Management Act of 1985, effective September 5,1985 (D.C. Laur 6-79; D.C. Official Code $ 2-1701(13)) as "any document, book,

photographic image, electronic data recording, paper, sounding recording, or other materialregardless ofphysical form or characteristic, made or received pursuant to law or inconnection with the hansaction of public business by any officer or employee of theDistrict."

Grantee acknowledges that all information and documentation submitted to theDistrict pursuant to this Agreement, including information exempt from mandatorydisclosure under FOIA, is subject to public disclosure in response to a Freedom ofInformation Act request. The Disfict shall have no liability related to such disclosure.

Section XVI. Notices

All notices required under this Grant Agteement shall be sent by U.S. mail to thefollowing addresses:

As to Grantee:

H Street Community Development Corporation ( HSCDC)501 H Street, NEWashington,DC 20020Attn: Kenneth Brewer, Executive Director

As to Grantor:

Grants AdminishatorOffice of the Deputy Mayor for Planning and Economic Development1350 Pennsylvania Avenue, N.W., Room 317Washington, D.C.20004

Section XVIL Nonassisnabilitv

This Agreement may not be assigned by the Grantee to any person, corporation,partnership, or any other entity, including any assignment caused by a change in thecorporate structure of the Grantee, unless the Grantor agrees in writing to the assignment.

Section XVIII. Indemnification

The Grantee, for itselfand any successors and assigns, hereby agrees to and shall holdharmless and indemnify the District from and against any and all losses, claims, or injuriesarising from this Agreernent.

Section XIX. Anti-Deficiencv Requirement

Notwithstanding any other provisions of this Agreement, the terms and conditionsof this Agreement, including but not limited to provisions pertaining to funding or theGrant amount, are and shall remain subject to the fourth sentence of section 446 of theHome Rule Act, D.C. Official Code ç I-204.46, the federal Anti-Deficiency Act, 31 U.S.C.

$ 1341 et seq. and the District Anti-Deficiency Act, D.C. Official Code $ 47-355.01 et seq.

No provision contained in this Agreement shall be construed as a multi-year f,tnancialobligation to the Grantee on the part of the District.

SectionXX. Modification

A. The terms and conditions of this Agreement may not be modified, waived,or terminated, in whole or in part, unless agreed to in writing by the Parties.

B. The Grantee shall not change the Program or the amounts specified in theeligible cost categories set forth in Exhibit C without the prior written approval of theGrantor. The Grantee shall request in writing approval of any proposed change to theProgram or the amounts specified in the eligible cost categories and shall provide adequatesupporting information and a revised budget along with its request. All such requests shallbe signed and dated.

SectionXXl. Non-Waiver

None of the terms and conditions contained in this Agreernent shall be consideredabrogated or waived by reason of any failure or refusal by the Grantor to enforce the same.

Section XXIL Applicable Law

The provisions of this Agreement shall be governed and construed under the laws ofthe District of Columbia.

Section XXIII. SeverabÍlitv

In the event that any provision of this Agreement is held to be unenforceable by acourt with competent jurisdiction, all remaining provisions of this Agreement shall bevalid, binding, and enforceable against the Parties.

Section XXIV. Total Agreement

This Agreement, including Exhibits A, B and C which are specifically incorporatedherein, constitutes the total and entire agreement between the Parties. All previousdiscussions, writings, and agreements are merged herein.

10

¡N WITNESS WHEREûF, the Parties have caused this Agreement to be sigrred,acknowledged, and deiivered in their names by their duly authorized lepresôntatives,

District of Columbia

By:Vaferie SantosDeputy Mayor for Planningand Economic Dcvelopment

H Street CommunÍty Ðevelopment Corporation (HSCDC)

WalÒ

R.EMAINDER OF THE PAGE LEFT BLANK INTENTIONALLY

lt

EXHIBIT ADISBURSEMENT SCHEDULE

Proiect Name: H Street Mixed Use Proiect: Retail and HousinsMilestone Approximate Date

of MilestoneCompletion

(processing ofnavment)

Dispersal Amount

Dßpersø|1 Execution of theGrant Agreement

September 21,2010 $69,000

Dispersø|2 Submission ofMarch 31't QuarterlyReport & Site VisitComoleted bv LISC

Ãpnlr22,2011 $69,000

12

EXHIBIT BNARRATIVE DESCRIPTION OF PROGRAMISCOPE OF OVERALL \ryORK

Proiect DescriptionProiect Name H Street Mlxed Use Proiect: Retail and Housins

Project Location(address or SSL)

501 H Street NE

Project Description Undertake predevelopment tasks, such as, architectural, engineering,legal, and market & financial studies to provide guidance inredeveloping the site into a small retail and Housing development.

P

Ptvkd Co¿rdinùIor

roject Team

Kenneth Brewer Johann Lashley Eric P. Jones

Executive Director Comptroller Project Manager

KemetlLBrewer@hseetcdc, grg johann. lashl ey@hstreetcdc. org Eric. i ones(Ðhstreetc dc. ors

EXHIBIT CBUDGET OF PROGRAM/SOURCES AND USES

,hood lnvesünent Fundêranl Program

5Of Êl Sfreef ô/orfñeasÇ Washìngton, DC

Predevelopmenf Budgef as of April 2010

Arch ife clura l/ Ê nginoe ri ngAppraisalSurveyEnviron me ntal,4ssessmenfs & Te st¡ngLegalEoningMar ket/Fe asíbÍl ity St udie sS ite Co n tro Wra n sfe r/Re o ord ati o nTille lnsuranceFinance Consultants/New Market lax Cred,fsÐeve lopme nt Consul tant Fee sAccounting Feas

T otal P redevel opment B u d get

Less: H Sfreef CDC Contribution

Total DMPEDNIF Rêguesf

' o*rro$60,aa0 $60,000.Í5,500 95,50094,õ00 w,600$6,500 $ô50088,500 88,600

8?2,000 $22,0a082e,000

82,000wa,000 $10,æofi5,0a0 w5,00a.$6,000 ,t6,000

fi38,A00

frscDc o/o

36%3o/o

3%4o/o

5%' 13a/o

828,000 17o/o

82,0A0 1%6s/ø

9o/o

4%

$a,000 100%$68,A00

w0,00a

lîßtrs,Tib4

18%

t4