HomeMy WebLinkAboutTermination of Amended and Re-stated Development Agreement for the Fruitdale School Property2025033383 6/2/2025 9:21 AM
PGS 76 $388.00 DF $0.00
Electronically Recorded Jefferson County, CO
Amanda M Gonzalez, Clerk and Recorder TD1 000 N
Alp] 1,11Z,10111 rZ,101
IN...........
WIN
WITNESSETH:
WHEREAS, the City is a home rule municipality operating under a charter approved by i
electorate pursuant to Article XX of the Colorado Constitution; and
WHEREAS, WRHA is a public housing authority organized and operating under C.R..'
29-4-201, et seq; and
WHEREAS, WRHA acquired title to certain real property and associated buildings locatE
at 10803 West 44 1h Avenue and consisting of approximately 1.44 acres, known as the Fruitcla
School ("Property"). The legal description of the Property is attached hereto as Exhibit A; and
WHEREAS, WRHA and the Developer entered into a Purchase and Sale Agreement (tl'
"PSX�, dated as of November 2 2015 wherebirl the Develoller acv,,uired the Pro:*�ertirj via a cle,��.
from WRHA dated December 6, 2016; and
WHEREAS, the City, WRHA, and Developer entered into a Development Agreement f(
the redevelopment of the Fruitclale School on February 22, 2016 ("Original Agreement"), Tl�
Original Agreement was filed for record with the Jefferson County Clerk and Recorder on Marc
16, 2016 at Reception No. 2016024215, which agreement was replaced in its entirety by a
Amended and Re -stated Development Agreement filed for record on November 30, 2016
Reception No. 2016125862; and
WHEREAS, the Developer has subsequent to the execution of the Amended and Restate
Development Agreement, completed development of the Property, now referred to as th,
"Fruitclale Lofts" Property which currently accommodates five (5) affordable housing rental unil
and eleven (11) market rate rental units and associated walkways, parking areas, landscapin
and pedestrian amenities; and
WHEREAS, pursuant to a purchase and sale agreement between the Developer an
Jefferson County Housing Authority, a/a Foothills Regional Housing ("Buyer") (the "Foothil
PSX), the Developer intends to sell the Property to FRH Fruitclale Lofts LLC, a Colorado limit
]
liability company ("Foothills"), as the Buyer's assignee under the Foothills PSA; and
WHEREAS, the City and WRHA have agreed to terminate the Amended and Restat
Development Agreement to facilitate the sale of the Property to Foothills in order to continue
meet the original goals of the City and WRHA in acquiring the Property to preserve the histor
Fruitclale School building to provide affordable housing and adaptive reuse; and
WHEREAS, WRHA and the City will agree to terminate the Amended and Restat
Development Agreement only if those goals are achieved under the conditions contained her
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NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein the sufficiency of which is acknowledged and confessed, the Parties agree as follows:
Section 1. The Amended and Restated Development Agreement for the Fruitdale School
Property is hereby terminated, and all obligations of the Parties thereunder are released,
conditioned upon the satisfaction or occurrence of all of the conditions in Sections 2 and 3 hereof.
In the event any one of the conditions in Sections 2 and 3 is not achieved or satisfied according
to its terms, this Agreement shall not become effective and the Amended and Restated
Development Agreement shall not terminate, and instead will remain effective, as set forth in
Section 3.
Section 2. Conditions precedent to termination of Amended and Restated Development
Agreement:
The City, WRHA, and Foothills shall have entered into an agreement for the "Funding
Agreement for the Fruitdale School Lofts" and this Agreement is subject to the terms and
conditions of the Funding Agreement for the Fruitdale School Lofts.
Section 3.0. Effectiveness. This Agreement may be executed and approved by the City
and the Wheat Ridge Housing Authority prior to closing and by Foothills and Developer pursuant
to the Foothills PSA; provided, however, that this Agreement shall not be effective unless and
until all of the conditions in Article 2 of the Funding Agreement for the Fruitdale School Lofts are
met. In the event such conditions are not met, this Agreement shall be void and of no effect, and
the original Amended and Restated Development Agreement shall remain in full force and effect.
A copy of the Funding Agreement attached hereto as Exhibit B solely for the purpose of
illustrating the conditions of that Agreement which must be fulfilled in order for this Agreement for
Termination of Amended and Restated Development Agreement for the Fruitdale School Property
to be effective and for no other purpose. Developer is not a beneficiary of the Funding Agreement
in any way.
Section 4.0 General Provisions.
Section 4.01. Governmental Immunity. Neither the WRHA nor the City waives the
protections, limitations of liability and defenses of the Colorado Governmental Immunity Act, any
other statute or the common law. In addition, nothing in the Developer's indemnity shall expand
the liability of the City or WRHA under the Colorado Governmental Immunity Act.
Section 4.02. Defense and Indemnification. The City, the WRHA, and the Developer will
cooperate in the defense of any third -party challenge of this Agreement, the Project, or any Project
entitlements or related documents. If Developer elects, in its sole discretion, to contest or defend
a challenge, the Developer shall take the lead role and hold the City and WRHA harmless from
any damages awarded. Any proposed settlement will be subject to the City, WRHA, and
Developer's approval, each in its reasonable discretion. In addition, the City and WRHA shall
have the right, but not the obligation, to contest or defend any challenge, at their sole expense, in
the event the Developer elects not to do so.
Section 4.03. Subject to Annual Appropriations. The Parties agree the City of Wheat
Ridge is subject to provisions of Colorado Constitution Article X Section 20. All of the City's
financial obligations hereunder, whether direct or contingent, extend only to funds appropriated
annually by the City Council and encumbered for the purpose of the Agreement. The City does
not by this Agreement irrevocably pledge present cash reserves for payment or performance in
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future fiscal years. This Agreement does not and is not intended to create a multiple -fiscal year
direct or indirect debt or financial obligation of the City.
Section 4.04 Electronic Signature . The Parties consent to the use of electronic
signatures. The Parties agree not to deny the legal effect or enforceability of the Agreement solely
because it is in electronic form or because an electronic record was used in its formation. The
or a paper copy of an electronic document, or a paper copy of a document bearing an electronic
signature, on the ground that it is an electronic record or electronic signature or that it is not in its
original form or is not an original.
latter of three (3) years after the Closing under the Foothills PSA.
The City or WRHA may at any time cause an audit of the Developer's Records to confirm
compliance with any of the rights and obligations of the Developer, the City, and WRHA
hereunder.
. .... ....... 11 - H W V
A. Developer's sole and exclusive remedy is to commence an action for specific
performance. In no event may the Developer claim or obtain specific performance
compelling the City Council to appropriate funds.
B. In addition to the other remedies in this Section, the Developer, City and WRHA have the
right to institute any action at law or in equity to cure or remedy any default.
C. Each Party will bear its own attorney fees and court costs in any action.
D. No Party shall be entitled to claim or receive as a remedy any form of damages, including
consequential, punitive or economic damages, including lost profits.
E. Force Majeure:. Performance will not be deemed a default in the event of war, strikes,
natural disasters, litigation, terrorism, reasonably unforeseen site conditions, and failure
of governmental entities to act. The Party claiming a force majeure delay must provide
notice within 30 days of actual acknowledge of the event causing delay. The period of the
force majeure delay shall commence to run from the date of such notice and the time of
such delay shall be the actual delay time incurred.
Section 4.07. Governing Law: Venue. This Agreement shall be construed and enforced
in accordance with the laws of the United States, the State of Colorado, and the Charter, Code of
Laws, ordinances and regulations of the City, which are expressly incorporated into this
Agreement. Unless otherwise specified, any reference to statutes, laws, regulations, charter or
code provisions, ordinances, executive orders, or related memoranda, includes amendments or
supplements to same. Venue for any legal action relating to this Agreement shall be proper and
exclusive in the District Court in and for Jefferson County, Colorado
A 2 1 M 1-4v-j 1 117-A I I IM M I 11-7A Ud I I I T olMe FLAINNIZIM11i
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enforcement shall be strictly reserved to the Parties; and nothing contained in this Agreement
shall give or allow any such claim or right of action by any other third person on such Agreement.
It is the express intention of the Parties that any person or entity other than the Parties receiving
services or benefits under this Agreement shall be deemed to be an incidental beneficiary only.
Notwithstanding the foregoing, the Parties acknowledge that this Agreement is executed for the
express benefit of Foothills and its successors and assigns.
Section 4.09. Claims. In the event of any claim, demand, suit, or action is made or brought
in writing by any third person or entity against one of the Parties related in any way to this
Agreement, the Party in receipt of the same shall promptly notify and provide copy of said claim,
demand, suit, or action to the other Party.
Section 4.10. Notices. All notices, demands or consents required or permitted under this
Agreement shall be in writing and delivered personally or by appropriate electronic transmission
(receipt verified) or by certified mail, return receipt requested, to the following:
City of Wheat Ridge: Patrick Goff, City Manager
City of Wheat Ridge
7500 W. 29' Avenue
Wheat Ridge, Colorado 80233
pc:- 'Ld)
with a copy to: Gerald Dahl, City Attorney
City of Wheat Ridge
7500 W. 29th Avenue
Wheat Ridge, Colorado 80233
rig
WRHA: Lauren Mikulak, Executive Director
Wheat Ridge Housing Authority
7500 W. 291h Avenue
Wheat Ridge, Colorado 80233
Developer- James Hartman Manager
Fruitdale School Partners LLC
2120 Bluebell Avenue
Boulder, CO 80302
jim@hartmanelyinvestments.com
with a copy to: Treasa Burke
Faegre Drinker Biddle & Reath LLP
1144 15th Street, Suite 3400
Denver, CO 80202
treasa.burke@faegredrinker.com
The number of persons or addresses set forth above may be changed any time by written notice
in the manner provided herein.
51
Section 4.11. Entire Agreement; Recording. This Agreement constitutes the entire
agreement of the Parties. The Parties agree there have been no representations, oral or written,
other than those contained herein and that the various promises and covenants contained herein
are mutually agreed upon and under consideration for one another. Prior to closing of the Foothills
PSA, this Agreement may be amended only by written instrument, approved by all Parties in the
same manner as this Agreement. After such closing this Agreement shall be irrevocable once
executed and recorded. This Agreement shall be filed for record with the Jefferson County Clerk
and Recorder.
Section 4.12. No Joint Venture. This Agreement is not intended, nor shall this Agreement
be construed to establish or constitute a joint venture between the Parties.
Section 4.13. Severability. Should any one or more provisions of this Agreement be
determined to be illegal or unenforceable all other provisions nevertheless remain effective;
provided however, the Parties shall forthwith enter into good faith negotiations and proceed with
due diligence to draft terms or conditions that will legally achieve the original intent and purposes
of the Parties hereunder.
Section 4.14. Headings for Convenience. Headings and titles contained herein are
intended for the convenience and reference of the Parties only and are not intended to combine,
limit, or describe the proper scope or intent of any provision of this Agreement.
Section 4.15. Authority. Each Party represents and warrants that it has taken all actions
that are necessary or that are required by its applicable law to legally authorize the undersigned
signatories to execute this Agreement on behalf of the Party and to bind the Party to its terms.
The persons executing this agreement on behalf of each Party warrant they have full authorization
to execute this Agreement.
Section 4.16. No Construction Against Drafting Party. The Parties acknowledge that each
of them and their respective counsel have had the opportunity to review this Agreement and that
this Agreement shall not be construed against any Party merely because this Agreement or any
of its provisions, have been prepared by a particular Party.
Section 4.17. Counterpart Signatures. This agreement may be signed by the parties in
counterparts.
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ATTEST:
Margy Greer, Z Deput�City Clerk
APPROVED • • •' I
ATTEST:
x
Clerk to the Authority
In
CITY OF WHEAT RIDGE, COLORADO
By: 4
Bud Starker, Mayor
Gerald Dahl, City Attorney
WHEAT RIDGE HOUSING AUTHORITY
y..
Chair
FRUITDALE SCHOOL PARTNERS LLC
By:
STATE OF COLORADO )
) ss.
COUNTY OF
Hartman, Manager
The foregoing instrument was acknowledged before me this day of MCUA 2025.
by as the a of Frukdale School J
Pa hers LLC.
Notary Public
NOTARY Y.
LIC
STATE OF COLORADO
y NOTARY 20224041521
R
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EXHIBIT A
Legal Description of the Property
Lot 2, Fruitdale School Subdivision, City of Wheat Ridge, County of Jefferson, State of Colorado
IKI
EXHIBIT B
Funding Agreement for the Fruitdale School Lofts
[attached]
WE
2025032865 5/281202612:33 PM
PGS 66 $338.00 DF $0.00
Electronically Recorded Jefferson County, CO
Amanda M Gonzalez, Clerk and Recorder TD1000 N
FUNDING AGREEMENT FOR THE FRUITDALE SCHOOL LOFTS
This Funding Agreement for the Fruitdale School Lofts ("Agreement") is
made and entered into as of this 15 day of May, 2025 by and among the City of
Wheat Ridge, a Colorado home rule municipal corporation whose address is 7500
West 29th Avenue, Wheat Ridge, CO 80233 ("City"), Wheat Ridge Housing
Authority, a public housing authority organized under C.R.S. 29-4-201, et seq
("WRHA"), and the Jefferson County Housing Authority dba Foothills Regional
Housing, a body corporate and politic (together with its successors and assigns,
"Foothills"). The City, WRHA, and Foothills are collectively referred to herein as
the "Parties" or individually as a "Party".
WITNESSETH:
WHEREAS, Fruitdale School Partners LLC, a Colorado limited liability
company ("FSP") is the owner of that certain property commonly known as the
Fruitdale School and located at 10803 W. 44th Avenue, Wheat Ridge, Colorado
80033 as more particularly described on Exhibit A attached hereto ("Property");
and
WHEREAS, the City, WRHA, and FSP entered into a Development
Agreement for the redevelopment of the Property on February 22, 2016 ("Original
Agreement"). The Original Agreement was filed for record with the Jefferson
County Clerk and Recorder on March 16, 2016 at Reception No. 2016024215,
which agreement was replaced in its entirety and superseded by an Amended and
Re -stated Development Agreement filed for record on November 30, 2016 at
Reception No. 2016125862 ("Development Agreement"); and
WHEREAS, of the sixteen (16) total residential units within the Project, five
(5) of the units were acquired using a HOME Investment Partnership ("HOME")
loan, and thirteen (13) years remain until those units may be released from the
HOME Restrictive Covenant on March 13, 2038.
WHEREAS, FSP has completed development of the Property, now referred
to as the Fruitdale Lofts ("Project"), as contemplated by the Development
Agreement; and
WHEREAS, the City, WRHA, and FSP have agreed, pursuant to that certain
Termination of Amended and Restated Development Agreement for the Fruitdale
School Property ("Termination Agreement") to terminate the Development
Agreement in order to facilitate the sale of the Property to Foothills and in order to
continue to meet the original goals of the City and WRHA in acquiring the Property
to preserve the historic Fruitdale School building to provide affordable housing and
adaptive reuse; and
WHEREAS, FSP and Foothills entered into a Purchase and Sale
Agreement dated as of April 1, 2025, ("Foothills PSA") whereby Foothills will
acquire the Property from FSP, and in connection therewith, will pursue the
assumption, satisfaction, waiver or release, as appropriate, of certain real property
loans applicable to the Property; and
WHEREAS, the City has offered its entire Federal Congressional Set -Aside
Funds ("Community Project Grant Funds") administered through the
Department of Housing and Urban Development ("HUD") for the acquisition of the
Property and to preserve the affordability of the eleven (1.1) non -HOME units as
part of the City's Naturally Occurring Affordable Housing Preservation Program
("NOAH Preservation Program"); and
WHEREAS, the Parties wish to provide for the terms and conditions under
which the various financial obligations of FSP in connection with the Property are
assumed, satisfied, waived or released, as appropriate, and for the ongoing
obligations of Foothills and the City with respect to each other in the future
operation and maintenance of the Project.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein the sufficiency of which is acknowledged and
confessed, the Parties agree as follows:
ARTICLE 1. THE PROJECT
Section 1.01. Site and Improvements. The Project consists of
approximately 1.44 acres and includes the historic Fruitdale School, which was
renovated into sixteen (16) residential rental units, five (5) of which are restricted
as affordable units in the HOME Restrictive Covenant.
ARTICLE 2. PROJECT INDEBTEDNESS:
FUNDING, ASSUMPTION, AND DISPOSITION
Section 2.01. Funding Agreement. On or before May 15, 2025 the City, the
WRHA, and Foothills shall have entered into this "Funding Agreement for the
Fruitdale School Lofts."
Section 2.02. Subrecipient Agreement: Community Project Grant Funds
On or before the date of Closing of the sale of the Property to Foothills under the
Foothills PSA (the "Closing"), the City and Foothills shall have, in their sole and
exclusive discretion, entered into an Agreement for Use of Community Project
Grant Funds (the "Subrecipient Agreement") under which Foothills shall agree to
accept the sub award of grant funds in the amount of $2 million, Grant No. B-24-
CP-CO-0447 and to perform the obligations of the City as grantee, all as contained
within the Subrecipient Agreement.
Section 2.03. Satisfaction or Release of City and WRHA Loans.
A. At the time of Closing on the Property, under the Foothills PSA, HUD is
anticipated to provide the Community Project Grant Funds to the escrow
agent. The Community Project Grant Funds are to be used by Foothills
to acquire the Property.
B. Below is a list of obligations that currently encumber the Property and
that are anticipated to be paid off and released at Closing:
a. The WRHA long term loan in the amount of $170,000
b. The WRHA loan in the amount of $400,000
c. The City long term loan in the amount of $470,000
d. The City loan with a current loan balance of $615,000 (in the original
amount of $2,115,000, less a single payment of $1,500,000), and
e. A Deed of Trust securing a grant from the State Historical Fund,
dated March 23, 2017, in the amount of $224,662
C. Conditioned upon all the terms and conditions of the Termination
Agreement, the Foothills PSA, the Subrecipient Agreement and this
Funding Agreement being satisfied on or before Closing of the sale of
the Property to Foothills pursuant to the Foothills PSA, WRHA shall
unconditionally release and forgive the WRHA long term loan, the
WRHA loan, and the March 23, 2017 WRHA Deed of Trust. Concurrently
upon receipt of the Community Project Grant Funds, Foothills shall pay
off the City long term loan and the City loan mentioned in Sections
2.03(B)(c) and (d) upon receipt of the Community Project Grant Funds.
D. With respect to the loans held by the City and WRHA, such _loans shall,
upon their release as described above, be documented as satisfied via
the execution and recordation at Closing by the City and/or WRHA, as
appropriate, of the necessary instruments to memorialize the same,
including but not limited to documenting promissory notes as paid and
deeds of trust as released.
Section 2.04. Assumption or Release of other Indebtedness. The Parties
acknowledge that the Property is also subject to the following additional
indebtedness, all of which must either be assumed or released by Foothills as a
further condition of the effectiveness of this Agreement:
A. A HOME Loan from Jefferson County dated December 9, 2016 in the
amount of $680,000
B. A Federal Home Loan Mortgage Corporation ("FHLMC") Loan from Hunt
Mortgage Partners, LLC ("Lender") dated September 27, 2018 in the
approximate amount of $1,494,000.
Section 3.01. Basis for Restrictions. The City is dedicated to preservi
affordable units through the NOAH Preservation Program. The City has agre
to provide Foothills with $2,000,000 in Community Project Grant Funds, whi
will be used for the acquisition of the Property. In exchange for _ - _ ti
conferred on Foothills from receiving the Community Project Grant Fund,
Foothills y,- to imposethe affordable restrictions described Article
on the Property.
A. Res
idential Units: The remaining eleven (11) units at the Property that
are not affected p,, the HOME Covenant("Remaining .„nits") shall be
rent -restricted
adjusted income of equal to or less than 80% of the area median
income ("AlVil"), as periodically established by the Department of
Housing and UrbanDevelopment
number of bedrooms in the unit and less utility allowance amounts
hi Occupancy Restrictions").
HUD Utility Schedule Model or another project -specific methodology
permitted by HUD to calculate - utility allowance amounts.
B. Term: These e
and Occupancy Restrictions shall be binding on th,-�t
Remaining r) units within the Property b"z
affordable and binding for the same term as the HOME Restrictiv-.
Covenant and will terminate on March 13, 2038 (as may be shortened,
the "Term"). In the event the HOME Restrictive Covenantterminated
for
any reason,
Rent
and OccupancyRestrictions
terminate.
-.a Following - .. o of the HOME Restrictive
Covenant, Foothills shall work in good faith to use financing
mechanisms that would preserve the affordability for a longer period.
The Rent and Occupancy Restrictions on the Remaining Units shall
not be recorded against title at Closing unless approved bby Lender and
title at closing, as may be modified by Lender.
C. Current Tenants: Current tenants shall not be displaced during that
acquisition of the Property and shall be given written notice of the sald
of the Property, as required by the Uniform Relocation Act ("URA").
Tenants' leases shall be honored for the duration of their existing term
unless they are in default and/or they violate any provisions stated in
annually commencing one (1) year after the effective date hereof,
listing the rent and occupancy limits for each tenant or household
within the Project reflecting how it meets the restrictions of Article 3.
E. Survival. The Rent and Occupancy Restrictions shall survive for the
Term as -specified in Section 3.01(13).
ARTICLE 4. CITY RESTRICTIONS
Section 4.01. Restrictive Covenant. The Parties acknowledge that on
December 9, 2016, the Property was made subject to a restrictive covenant
providing, among other things, that:
9. "The word "Fruitdale" in some form shall always be made a part of
the name of any school, business, or other operational facility maintained
on the Property;"
2. "The historic qualities of the exterior of the principal building on the
Property including, without limitation, brickwork and architectural details
shall be preserved, modified and maintained in reasonable compliance with
preservation standards adopted by the National Park Service and the
Colorado State Historical Preservation Office to maintain the building status
on the National Register of Historic Structures;"
3. "FSP must diligently pursue securing all necessary entitlements,
financing, etc. to commence and complete construction in a timely way. The
Buyer intends to use the Property for residential apartments as well as
certain public or semi-public uses. The Buyer agrees to enter into a
development agreement prior to Closing on property that establishes
additional timely performance benchmarks to achieve those intended uses
of the Property."
The Restrictive Covenant by its terms is perpetual and runs with the land
and upon every conveyance, mortgage, lien, or encumbrance thereof, and
is binding upon all successors and assigns of the parties, unless released
by written instrument executed by the Wheat Ridge Housing Authority
acting in its sole and exclusive discretion. On or before the date of Closing
under the Foothills PSA, Foothills as intended successor in interest to the
Property, must either acknowledge this Covenant, or agree to execute, on
or before Closing on the Property, a substitute covenant containing
essentially the same protections, if approved by both the City Attorney and
Lender.
Section 4.02. Property Benefits and Limitations. Foothills shall maintain the
Project using commercially reasonable efforts to facilitate the following public
benefits as an integral part of the Project:
A. Maintain an important National Register historic landmark within the
City.
B. Maintain the supply of affordable housing in the community under the
terms of Article 3 in this Agreement.
C. Provide space for exterior public events within the Property. Periodic
public access to the Property's interior areas will also be provided, as a
community education benefit.
D. Provide mutually -agreeable community education regarding sustainable
development practices, including existing building re -use, solar power,
energy efficiency, edible landscaping and other appropriate
development strategies.
E. Providing mutually agreeable produce, at no cost to the City, from the
Property's fruit orchard and edible landscaping, as a part of the City's
history and national leadership role with local food production.
F. Maintain the historic gallery wall on the first floor hallway.
Section 4.03. Survival. Foothills' obligations under this Agreement shall
survive Closing and be binding upon Foothills' successors and assigns.
ARTICLE 5. MAINTENANCE OF THE PROJECT
Section 5.01. Operation and Maintenance of the Project. Foothills shall be
and remain responsible for all operation and maintenance of the entirety of the
Property, including all property maintenance functions typically associated with a
rental residential property, as well as all associated landscaping and improvements
on the Property.
ARTICLE 6. EFFECTIVENESS
Section 6.01. Effectiveness: After execution by the Parties, this Agreement
shall nevertheless not become effective unless and until all of the following actions
or conditions occur or are satisfied. In the event any one or more of said actions
or occurrences does not occur or is not satisfied, this Agreement shall be null, void
and of no effect:
A. Subrecipient agreement signed
B. Community Project Grant Funds received and delivered to the
escrow agent at Closing for the benefit of Foothills
C. Foothills PSA signed
D. Termination Agreement signed and recorded at Closing
E. Closing of sale to Foothills occurs
F. Section 2.03 City Loans satisfied or released
G. Section 2.04 Other Indebtedness assumed or released
ARTICLE 7. GENERAL PROVISIONS
Section 7.01. Subject to Annual Appropriations. The Parties agree the City
and WRHA are subject to provisions of Colorado Constitution Article X Section 20.
All of the City's and WRHA's financial obligations hereunder, whether direct or
contingent, extend only to funds appropriated annually by the City Council or the
WRHA Board, as appropriate, and encumbered for the purpose of the Agreement.
Neither the WRHA nor the City does by this Agreement irrevocably pledge present
cash reserves for payment or performance in future fiscal years. This Agreement
does not and is not intended to create a multiple -fiscal year direct or indirect debt
or financial obligation of the City or of WRHA.
Section 7.02. Electronic Signatures. The Parties consent to the use of
electronic signatures. The Parties agree not to deny the legal effect or
enforceability of the Agreement solely because it is in electronic form or because
an electronic record was used in its formation. The Parties agree not to object to
the admissibility of the Agreement in the form of an electronic record, or a paper
copy of an electronic document, or a paper copy of a document bearing an
electronic signature, on the ground that it is an electronic record or electronic
signature or that it is not in its original form or is not an original.
Section 7.03. Enforcement and Termination.
A. The Parties' sole and exclusive remedy for a violation of this Agreement is
to institute any action at law or in equity to cure, or remedy, any default. This
limitation does not limit, in any way, any Party's rights under any other
Agreement, specifically including the Subrecipient Agreement, the
Termination Agreement, the PSA, and the terms and conditions of any City
Loan or Other Loan.
B. Each Party will bear its own attorney fees and court costs in any action.
C. No Party shall be entitled to claim or receive as a remedy any form of
damages including consequential, punitive or economic damages, including
lost profits.
D. Force Maeure: Performance will not be deemed a default in the event of
war, strikes, natural disasters, litigation, terrorism, reasonably unforeseen
site conditions, and failure of governmental entities to act. The Party
claiming a force majeure delay must provide notice within thirty (30) days of
actual acknowledge of the event causing delay. The period of the force
majeure delay shall commence to run from the date of such notice and the
time of such delay shall be the actual delay time incurred.
E. Termination. This Agreement may be terminated by either Party in the event
any of the following occurs:
a. Foothills does not close on the purchase of the Property under the
PSA.
b. The PSA is terminated under its terms for any reason.
Section 7.04. Governin Law: Venue. This Agreement shall be construed
and enforced in accordance with the laws of the United States, the State of
Colorado, and the Charter, Code of Laws, ordinances and regulations of the City,
which are expressly incorporated into this Agreement. Unless otherwise
specified, any reference to statutes, laws, regulations, charter or code provisions,
ordinances, executive orders, or related memoranda, includes amendments or
supplements to same. Venue for any legal action relating to this Agreement shall
be proper and exclusive in the District Court in and for Jefferson County,
Colorado.
Section 7.05. No Third -Party Beneficiaries. It is expressly understood
and agreed that enforcement of the terms and conditions of this Agreement and
all rights of action relating to such enforcement shall be strictly reserved to the
Parties; and nothing contained in this Agreement shall give or allow any such
claim or right of action by any other third person on such Agreement. It is the
express intention of the Parties that any person or entity other than the Parties
receiving services or benefits under this Agreement shall be deemed to be an
incidental beneficiary only.
Section 7.06. Claims. In the event of any claim, demand, suit, or action is
made or brought in writing by any third person or entity against one of the Parties
related in any way to this Agreement, the Party in receipt of the same shall promptly
notify and provide copy of said claim, demand, suit, or action to the other Parties.
Section 7.07. Notices. All notices, demands or consents required or
permitted under this Agreement shall be in writing and delivered personally or by
appropriate electronic transmission (receipt verified) or by certified mail, return
receipt requested, to the following:
City of Wheat Ridge: Patrick Goff, City Manager
City of Wheat Ridge
7500 W. 29th Avenue
Wheat Ridge, Colorado 80233
goff .ci.wheatride.co.us
with a copy to: Gerald Dahl, City Attorney
Murray Dahl Beery Renaud LLP
710 Kipling Street, Suite 300
Lakewood, Colorado 80215
dahl mdbrlaw.com
WRHA: Lauren Mikulak, Executive Director
Wheat Ridge Housing Authority
7500 W. 29th Avenue
Wheat Ridge, Colorado 80233
Imikulak(a-)ci.wheatridQe.co.us
Foothills: Lori Rosendahl, Executive Director
Foothills Regional Housing Authority
11941 W 48th Avenue
Wheat Ridge, Colorado 80033
Irosendahl icha.or
with a copy to: Y. Melinda Pasquini, Esq.
Holland & Hart LLP
555 17th Street, Suite 300
Denver, Colorado 80202
ymasuini hollandhart.com
The number of persons or addresses set forth above may be changed any time by
written notice in the manner provided herein.
Section 7.08. Entire Agreement; Recording. This Agreement, including the
exhibits which are hereby incorporated by this reference, constitutes the entire
agreement of the Parties on the subjects addressed. This Agreement does not
amend any other Agreement, including the Foothills PSA, the Subrecipient
Agreement, the Development Agreement, or the Termination Agreement. The
Parties agree there have been no representations, oral or written other than those
contained herein and that the various promises and covenants contained herein
are mutually agreed upon and under consideration for one another. This
Agreement may be amended only by written instrument, approved by all of the
Parties in the same manner as this Agreement.
Section 7.09. No Joint Venture. This Agreement is not intended, nor shall
this Agreement be construed to establish or constitute a joint venture between the
Parties.
Section 7.10. No Ass!nment. No Party shall assign its rights or delegate
its duties hereunder without the prior written consent of the other Party in that
Party's sole discretion. Notwithstanding the foregoing, Foothills may assign its
rights and delegate its obligations under this Agreement to an affiliate entity wholly
controlled by Foothills without the prior written consent of any other Party. Once
available, Foothills will provide documentation to the other Parties of such
assignment.
Section 7.11. Severability. Should any one or more provisions of this
Agreement be determined to be illegal or unenforceable all other provisions
nevertheless remain effective; provided however, the Parties shall forthwith enter
into good faith negotiations and proceed with due diligence to draft terms or
conditions that will legally achieve the original intent and purposes of the Parties
hereunder.
Section 7.12. Headings for Convenience. Headings and titles contained
herein are intended for the convenience and reference of the Parties only and are
not intended to combine, limit, or describe the proper scope or intent of any
provision of this Agreement.
Section 7.13. Authority. Each Party represents and warrants that it has
taken all actions that are necessary or that are required by its applicable law to
legally authorize the undersigned signatories to execute this Agreement on behalf
of the Party and to bind the Party to its terms. The persons executing this
Agreement on behalf of each Party warrant they have full authorization to execute
this Agreement.
Section 7.14. No Construction Against Drafting Party. The Parties
acknowledge that each of them and their respective counsel have had the
opportunity to review this Agreement and that this Agreement shall not be
construed against any Party merely because this Agreement or any of its
provisions, have been prepared by a particular Party.
Section 7.15. Execution of Agreement, Counterpart Signatures. This
®A_
Agreement shall not be or become effective or binding until it has been fully
executed by all signatories of City, WRHA and Foothills. The Mayor and City Clerk,
and the Chair and Clerk to the WRHA are hereby authorized and directed to
execute such instruments, in form approved by the City Attorney. This agreement
may be executed in counterparts.
Section 7.16. Recitals/Defined Terms. The foregoing recitals are hereby
incorporated by reference and constitute a material part of this Agreement. Any
capitalized term used but not defined herein shall have the meaning ascribed to
such term in the Foothills PSA.
CITY OF WHEAT RIDGE, COLORADO
Bud Starker, Mayor
ATTEST:
Margy Greer, Deputy CityZlerk�
APPROVED AS TO FORM:
Gerald Dahl, City Attorney
WHEAT RIDGE HOUSING AUTHORITY
r By:
Chair
1 EST:
Clerk to the Authority
FOOTHILLS REGIONAL HOUSING
AUTHORITY
By:
Lori Rosendahl, Executive
Director
STATE OF COLORADO
ss.
COUNTY O t>ri• )
The foregoing Funding Agreement was acknowledged before me this day of
`'I%i1 2025, by Lori Rosendahl as the Executive Director of Foothills
Regiona Housing Authority.
ARY L BARNER
NOTARY SIC • STATE OF COMM a_
Notary ID 020184OD7194
Notary Public
Exhibit A
Legal Description
Lot 2, Fruitdale School Subdivision, City of Wheat Ridge, County of Jefferson, State of
Colorado
EXHIBIT B
Subrecipient Agreement
[attached]
Docuslgn Envelope ID: 7A2DABSC-5BCF-459A-8058-112B471CBCD3
AGREEMENT FOR USE OF COMMUNITY PROJECT GRANT FUNDS
This Agreement for Use of Community Project Grant Funds (the "Agreement") is
entered by and between -the City of Wheat Ridge, a home rule municipal corporation, with
offices at 7500 W 29t' Ave. Wheat Ridge, CO 80033 ("City"), and the Jefferson County
Housing Authority dba Foothills Regional Housing, a body corporate and politic, with
offices at 11941 W. 481 Ave. Wheat Ridge, CO 80033 ("Subrecipient"), together referred
to herein as the "parties," effective as of the latest date set forth in the signature blocks
below (the "Effective Date").
RECITALS
This Agreement sets forth the responsibilities of City and Subrecipient in
accomplishing the objectives of the United States Department of Housing and Urban
Development ("HUD") Community Project Funding Grant ("CPF") as set forth in the
Consolidated Appropriations Act, 2024 (Public Law 118-42) and the Explanatory
Statement for Division L of the Act, which was printed in the Senate section of the
Congressional Record on March 5, 2024 (Explanatory Statement) as deemed to be
amended by the Further Consolidated Appropriations Act, 2024 (Public Laws 118-47).
The CPF program related thereto are referred to from time to time as the "CPF Program"
or "CPF Funds "
On August27, 2024, City received a GrantAward Letter ("Award Letter") from HUD
by which HUD proposed to award a grant in the amount of $2,000,000, Grant Number 13-
24-CP-CO-0447 (the "Grant"), to City for a project entitled Naturally Occurring Affordable
Housing Program ("NOAH"), which Award Letter is attached hereto as Exhibit B.
Along with the Award Letter, HUD provided City with a Grant Agreement, which
delineates City's duties as a grant recipient and which is attached hereto as Exhibit C. The
Grant Agreement is incorporated herein by reference.
Pursuant to Article III, Section H of the Grant Agreement, City is authorized by
HUD to subaward some or all of the Grant Funds to one or more subrecipients, "subject
to the requirements 2 CFR Part 200," as well as "other requirements provided by [the]
Grant Agreement."
City has determined to subaward $2,000,000 for the acquisition by the
Subrecipient of Fruitdale School Lofts, a 16-unit apartment building located at 10803 W.
44th Avenue Wheat Ridge, Colorado (the "Project").
City agrees to engage the services of Subrecipient, and Subrecipient agrees to
perform the services for City, for the terms hereinafter described, and subject to the
covenants and conditions herein set forth.
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1. Subrecipient Services
Subrecipient agrees to perform the tasks, obligations, and services set forth in the
"Scope of Work" attached to this Agreement as Exhibit A and incorporated herein by
reference. Reference to the services to be provided hereunder by Subrecipient are with
respect to the Project described in Exhibit A ("Services")
2. Payment for Services
City shall arrange for payments to be arranged for receipt directly by
Subrecipient for the Services rendered and expenses incurred related to the
approved Project budget and in accordance with Grant guidelines in Exhibit C.
3. Availability of Funds/Modifications
City's provision of funding to Subrecipient pursuant to this Agreement is contingent
on the availability of CPF Funds and continued Federal authorization for CPF Program
activities and is subject to amendment or termination due to lack of funds or authorization.
This Agreement is subject to written modification and termination as necessary by City in
accordance with requirements contained in any future Federal or local legislation,
regulations, rules or policies. Any such modification shall not be effective until approved
by Subrecipient. Any termination shall be pursuant to Section 23.
4. Obligation of Funds
Subrecipient shall not commit or spend any project funds (HUD or non -HUD funds)
on hard costs or take any choice limiting actions, until all environmental review has been
completed and certified by HUD in accordance with HUD's National Environmental Policy
Act -implementing regulations 24 CFR Part 50 or 24 CFR Part 58, and all appropriate and
applicable federal environmental and historic preservation laws, regulations, and
Executive Orders and City has received a written "Release of Funds and Certification"
from HUD, as applicable.
5. Term of Agreement
The term of this Agreement shall commence upon the execution by both parties
(the "Effective Date") and unless earlier terminated under Section 23 hereof, shall
terminate when Subrecipient's obligations herein have been satisfied and all final reports
and associated recordkeeping described in Section 15(c) are complete, as determined by
and to the reasonable satisfaction of the City.
6. Reserved
7. Designated Representative
(a) City's representative is as follows:
Name and Title: Patrick Goff, City Manager
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Post Office Address: 7500 W. 29t' Ave
Wheat Ridge, CO 80033
E-mail Address: pqoff@ci.wheatridge-oo.us
(b) Subrecipient's representative, who shall be responsible for job
performance, negotiations, contractual matters and coordination with the
City Representative, is as follows:
Name and Title: Lori Rosendahl
Post Office Address: 11941 W. 48t' Ave
Wheat Ridge, CO 80033
E-mail Address: Irosendahl icha.o
Subrecipient's Services shall be actually performed by, or shall be immediately
supervised by, Subrecipient's representative.
s. Compliance
Subrecipient agrees that it shall have the some obligations to City that City has
undertaken to HUD pursuant to the Grant Agreement and Award Letter.
Subrecipient must comply with all Federal laws and regulations, including, but not
limited to, those described in Grant Agreement Articles III, IV, V & VI ("Award- Specific
Requirements,A "General Federal Requirements," "Drawdown Requirements," and
"Program -Specific Reporting Requirements," respectively).
Subrecipient further agrees to comply with any environmental, procurement,
construction, and other guidelines provided by City. Subrecipient must comply with all local
code regulations, and Subrecipient's Services must conform to those standards.
As required by Section 30, Subrecipient shall obtain any permits, licenses and
certificates which may be necessary for its performance under this Agreement. Failure to
meet established performance goals and standards and/or non-compliance with
applicable rules and regulations shall constitute non-compliance with the terms of this
Agreement.
9. Subcontracts
Subrecipient shall incorporate the same or substantially equivalent requirements
as are contained in this Agreement in all subcontracts which utilize any Grant and/or
support the Project covered by this Agreement. When project(s) utilize(s) CPF Funds and
other funding sources, all such CPF Funds shall be subject to Grant requirements, as
described in this Agreement, as well as Exhibits B and C. Subrecipient, by entering into
any such subcontract for performance of any portion of its Project, is not relieved of its
responsibilities to City as set forth in thisAgreement.
10. Non-Discrimination/Grievance Procedures
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No person with responsibilities in the operation of the Project under this Agreement
will discriminate because of race, color, national origin, age, sex, political affiliation,
disability, or marital or familial status.
Subrecipient will ensure that every effort is made to provide equal opportunity to
every potential minority and women's business vendor, contractor and subcontractor.
11. Standard of Conduct/Conflict of Interest and Lobbying
No member, officer or employee of Subrecipient or its designee or agents, no
member of the goveming body of the locality in which the Project is situated, and no other
public official of such locality or localities who exercises any functions or responsibilities
with respect to the Project during his/her tenure or for one (1) year thereafter, shall have
any interest, direct or indirect, in any contract or subcontract, or the process thereof, for
work to be performed in connection with the Project's activities assisted under this
Agreement.
No member, officer or agent of Subrecipient shall participate in the selection of the
Grant, or administration of, a contract supported by Federal funds if a conflict of interest,
real or apparent, would be involved.
No covered persons who exercise or have exercised any functions or
responsibilities with respect to Grant -assisted activities, or who are in a position to
participate in a decision -making process or gain inside information with regard to such
activities, may obtain a financial interest in any contract, or have a financial interest in any
contract, subcontract, or agreement with respect to the Grant -assisted activity, or with
respect to proceeds from the Grant -assisted activity, either for themselves or those with
whom they have business or immediate family ties, during their tenure or for a period of
one (1) year thereafter. For purposes of this Section, a "covered person" includes any
person who is an employee, agent, consultant, officer, or elected or appointed official of
the City, the Subrecipient, or any designated public agency.
By entering into this Agreement, Subrecipient certifies:
a) No Federal appropriated funds have been paid or will be paid, by or on
behalf of Subrecipient, to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress In connection with the awarding of
any Federal contract, the making of any Federal grant, the making of any Federal loan,
the entering into a cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative
agreement.
b) If any funds other than Federal appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of Congress, or an employee
4
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of a member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, Subrecipient shall complete and submit Standard Form LL,
"Disclosure Form to Report Lobbying," in accordance with its instructions, and other
Federal disclosure forms as requested.
c) Subrecipient shall require that the language of this certification be included
in the award documents for all subawards at all tiers (including subcontracts, subgrants,
and contracts under grants, loans, and cooperative agreements) and that all
Subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed
when this Agreement was made or entered into. Submission of this certification is a
prerequisite for making or entering into this Agreement imposed by Section 1352, Title
31, U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
12. Fiscal Control
Subrecipient shall be responsible for the internal control and monitoring of fiscal
and programmatic/operational goals and procedures. Subrecipient shall establish such
fiscal controls and fund accounting procedures as required by Federal regulations, or as
may be deemed necessary by HUD and City to ensure the proper dispersal of, and
accounting for, funds paid to Subrecipient under the Grant guidelines.
a) Disbursement of Funds: Given the nature of the Project and the Services to
be performed by Subrecipient, it is the intention and agreement of the parties that the
Funds shall be disbursed to Subrecipient in a single payment at the time of closing on the
acquisition by Subrecipient of the Fruitdale Lofts building, as described in Exhibit A.
b) Deposit of Funds: Subrecipient shall maintain separate accounts within
established bookkeeping systems for the deposit of Grant Funds.
c) Payment by City is not to be construed as final in the event HUD disallows
reimbursement forthe project or any portion thereof. Reasonable back-up documentation,
as specified by City, shall be submitted by Subrecipient with request for payment.
d) Subrecipient shall be liable for all amounts which are determined to be due
by HUD including, but not limited to, disallowed cost which are the result of Subrecipient's
or its contractor's conduct under this Agreement. Subrecipient shall be notified in writing
and shall be permitted to respond regarding any controversy or proceeding between City
and HUD arising from this Agreement.
e) All financial transactions must be supported by complete and verifiable
source documents. Records shall provide a clear audit trail and shall be maintained as
specified in Section 16 of this Agreement.
6
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13. Program Income
Program income requirements are defined in section 2 CFR 200.307 and are
described as gross income received by Subrecipient and directly generated from the use
of CPF FUNDS. Subrecipient has stated they will not collect any program income through
the use of CPF Funds.
14. Reserved
15. Records and Reports
Subrecipient agrees to supply to City, on at least a semiannual basis (or more
frequently period if so designated in Exhibit A — Scope of Services), any progress reports
and/or other documentation as may be required by City to audit performance of this
Agreement and/or to enable City to analyze and evaluate Subrecipient's program.
Subrecipient shall maintain separate accounting and financial records for each funding
(revenue) source in support of the Project.
a) Expenditure Summary and Payment Request ("ESPR"). Subrecipient shall
submit ESPR and supporting documents for payment to -City no later than fifteen (15)
calendar days after the end of the 6-month reporting period. The first of these reporting
periods begins on the first (1st) of January. Subrecipient will be responsible for making any
corrections to the ESPR requested by HUD. The ESPR must be in alignment with the
approved Project budget (found in Exhibit A, scope of work), and any changes to any line
items must be approved by HUD and the City. Subrecipient is prohibited from making
Project or budget changes that would conflict with the Applicable Appropriations Act
Conditions described in Article III, section D of the Grant Agreement.
b) Progress Reports: Progress reports shall be made on a form substantially
similar to Exhibit A (Scope of Work), and shall address Project status and, if applicable,
an explanation of any problems/delays encountered and/or anticipated and measures to
be taken to correct such problems; revised milestones including anticipated schedule for
Project completion; direct benefit statistics; and a summary of expenditures, obligations,
program income, and drawdown to date.
c) Completion Report: Subrecipient shall prepare and submit to City a
Completion Report within ninety (90) days of Project completion. It shall include the
following documentation, using templates if available from HUD's Disaster Recovery
Grant Reporting (°DRGR") system when possible:
1) A Certification of Project Completion.
2) A Grant Closeout Agreement.
3) A final financial report giving:
L the amount and types of Project costs charged to the Grant (that meet
the allowability and allocability Page 9 FY 2024 COMMUNITY
11
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PROJECT FUNDING GRANT AGREEMENT NO. B-24-CP-CO- 0447
requirements of 2 CFR part 200, subpart E);
ii. a certification of the costs; and
iii. the amounts and sources of other Project funds.
4) A final performance report providing a comparison of actual accomplishments
with the objectives of the Project, the reasons for slippage if established
objectives were not met and additional pertinent information including
explanation of significant cost overruns.
5) A final property report, if specifically requested by HUD at the time of closeout.
16. Agreement Responsibility for Monitoring and Records
HUD and the designated representatives of City, and other appropriate officials
shall have access to all personnel records, management information, and fiscal data of
Subrecipient and any agency or contractor with whom Subrecipient executes a
subcontract necessaryto cant' outthe Project for monitoring purposes. Subrecipient shall
respond in a timely manner to all identified corrective action needs as a result of HUD,
City, or other monitoring. Subrecipient shall submit to City all required reports and
monitoring corrective action plans on a timely basis, as delineated by City. Records shall
be maintained asfollows:
a) Subrecipient agrees to retain all pertinent records relating to the Grant or
the Project, including financial records, until advised by City that further retention is
unnecessary. Generally, records shall be retained for a period of four (4) years from the
end of the fiscal year in which the last Project covered by City's annual agreement with
HUD is completed. Records shall be open and available for inspection by auditors and/or
other staff assigned by HUD and/or City during the normal business hours of
Subrecipient . If at the end of such five (5) year period (fiscal year plus four (4) years),
there is ongoing litigation, claims, negotiations, audit or other action involving
Subrecipient's or City's records, which has started before expiration of the five (5) year
period, Subrecipient will retain the records until the completion of the action and resolution
of all issues which arise from it as stated in 2 CFR Part 200.333.
b) Consistent with applicable state and local laws regarding privacy and
obligations of confidentiality, Subrecipient must provide citizens with reasonable access
to records on the past use of Grant funds.
c) Records for nonexpendable property shall be retained for a period of five
(5) years after final disposition of the property, if applicable.
17. Inspection Rights
Subrecipient agrees to allow City to inspect the physical premises of the Project
upon 24-hour written advance notice.
18. Personally Identifiable Information (PII)
7
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Contractors, consultants, business partners and vendors that handle, process or
work in areas where personally identifiable information may reside in hard copy or
electronic records must maintain the confidentiality of all Personally Identifiable
Information (°PII"). Violation may result in contractual penalties and termination of the
business relationship with the City. In extreme cases criminal punishment under
Colorado Law (C.R.S. § 24-73-101) may occur.
19. Request for Technical Assistance
Subrecipient shall refer to the HUD grant officer, Christopher M. Davis , at
chr Qpj)er.m.davis hud. ov any regulatory or procedural questions regarding
operation of its CPF Program and keep the designated City representatives informed of
all communication. All formal requests for technical assistance to the City shall be
submitted in writing. Requests should specify the problem area, particular assistance
being requested and proposed solution if applicable. Informal questions regarding day-
to-day program operation may be directed to the designated City representative.
20. Reserved.
21, Hold Harmless
Subrecipient shall hold City and City's officers, employees, agents and volunteers
harmless and free from any and all claims, liabilities or expenses, including reasonable
attomey's fees, arising out of or relating to any negligent act, negligent omission, or other
wrongful conduct related in any way to Subrecipient's performance of its Services pursuant
to this Agreement. In the event City and/or any of City's officers, employees, agents or
volunteers are named in any lawsuit, or should any claim be made against it or any of them
by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission or
other wrongful conduct, Subrecipient shall indemnify them for any judgment rendered
against them, any sums paid out in settlement or otherwise, and all costs incurred by them
in their defense, including, but not limited to reasonable attomey's fees.
Subrecipient also understands and agrees that it is being employed to perform the
Services provided for by this Agreement because of Subrecipient's professed expertise and
experience in performing the Services provided for under this Agreement. In addition,
Subrecipient understands and agrees that while City and City's officers, employees, agents
and volunteers, may elect to do so, they have no duty to review, inspect, or supervise the
work performed by Subrecipient pursuant to this Agreement. Therefore, Subrecipient
waives any right of contribution or indemnity against City or any of City's officers,
employees, agents and volunteers arising out of such failure to inspect, review, monitor
or supervise the work performed by Subrecipient pursuant to this Agreement.
22. Covenants and Conditions
Each term and each provision of this Agreement to be performed by Subrecipient
shall be construed to be both a covenant and a condition.
8
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23. Termination
a) Termination of .Agreement for Convenience: This Agreement may be
terminated by either party after thirty (30) days written notice of intention to terminate,
setting forth the reasons and the effective date of such termination, provided, however,
that no notice of termination given by Subrecipient shall be effective unless HUD has
agreed to release City from its obligations pursuant to the Program Activity(ies).
Altematively, this Agreement will automatically terminate if HUD terminates the Grant or
terminates the Program Activity(ies) which istare the subject of this Agreement.
b) Termination of Agreement for Cause: The parties understand that pursuant
to City's execution of the HUD application, City assumed responsibility for the
performance of the Project. If for any reason Subrecipient fails to fulfill in a timely and
proper manner its obligations under this Agreement to undertake, conduct or perform the
Project identified in this Agreement, or if Subrecipient violates any of the covenants,
agreements, or stipulations of this Agreement (collectively "Subrecipient Default"), City
shall have the right to terminate this Agreement by giving written notice of such
termination.. Upon receipt of a notice of such termination, Subrecipient shall have thirty
(30) days to cure the Subrecipient Default before this Agreement can be terminated by
City. Notwithstanding the above, Subrecipient shall not be relieved of liability to City for
damages sustained by City by virtue of any payments to Subrecipient for the purpose of
set-off until such time as the exact amount of damages due City from Subrecipient is
determined. If for any reason the City fails to fulfill in a timely and proper manner its
obligations under this Agreement, or if the City violates any of the covenants, agreements
or stipulations of this Agreement (collectively "City Default"), Subrecipient shall have the
right to terminate this Agreement by giving written notice of such termination. Upon receipt
of a notice of such termination, the City shall have thirty (30) days to cure the City Default
before this Agreement can be terminated by Subrecipient.
c) Termination of Agreement for Lack of Funding. City and Subrecipient are,
along with Wheat Ridge Housing Authority, expected to enter into that certain Funding
Agreement for The Fruitdale School Lofts (the "Funding Agreement") related to the
acquisition of the Project. In the event that the Funding Agreement does not become
effective, for any reason, either party can terminate this Agreement by giving five (5) days
written notice to the other party.
24. Effect of Termination
Upon termination, as stated in Section 3 or 23 of this Agreement, City shall be
liable to Subrecipient only for work done by Subrecipient up to and including the date of
termination of this Agreement, unless the termination is for cause, in which event
Subrecipient need be compensated only to the extent required by law.
25. Taxpayer Identification Number
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Subrecipient shall provide City with a complete Request for Taxpayer Identification
Number and Certification, Form W-9 (Rev. March 2024), as issued by the Internal
Revenue Service.
26. Modification of Agreement
This Agreement may be modified only upon mutual written consent of City and
Subrecipient.
27. Use of the term "City"
Reference to "City" in this Agreement includes City Manager, the designated City
representative, or any authorized representative acting on behalf of City, except that any
such individual shall not be held individually responsible for any duty or liability accruing
to City due to this Agreement.
28. Notices
Al notices given, or required to be given, pursuant to this Agreement shall be in
writing and may be given by personal delivery or by U.S. mail. Notice sent by mail shall
be addressed to each party's designated representative as set forth above. When
addressed in accordance with Section 7, such notice shall be deemed given upon deposit
in the United States mail, postage prepaid. In all other instances, notices shall be deemed
given at the time of actual delivery. Changes may be made in the names or addresses of
persons to whom notices are to be given by giving notice in the manner prescribed in this
Section.
29. Permits and Licenses
Subrecipient, at its sole expense, shall obtain and maintain during the term of this
Agreement, all appropriate permits, licenses, and certificates that may be required in
connection with the performance of services under this Agreement.
30. Waiver
A waiver by City of any breach of any term, covenant, or condition contained in this
Agreement shall not be deemed to be a waiver of any subsequent breach of the same or
any other term, covenant, or condition contained in this Agreement whether of the same
or different character.
31. Governing Law; Colorado Constitution and Open Records Act
(a) Jurisdiction and venue for any action concerning this Agreement shall be
proper and exclusive in the district court for Jefferson County, Colorado.
(b) Compliance with Colorado Constitution Article X, Sec. 20. Notwithstanding
any other provision in the Agreement to the contrary, the parties
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understand and acknowledge that the City is subject to Article X, § 20 of
the Colorado Constitution ('TABOR"). The Agreement does not create a
multi -fiscal year direct or indirect debt or obligation within the meaning of
TABOR and, therefore, notwithstanding anything in the Agreement to the
contrary, all payment obligations of the City are expressly dependent and
conditioned upon the continuing appropriation of funds beyond the term of
the City's current fiscal period ending upon the next succeeding December
31. Financial obligations of the City payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted, and
otherwise made available in accordance with ordinances and resolutions of
the City and other applicable law.
(c) Open Records Act. The City is bound by the restrictions of the Colorado
Open Records Act, C.R.S. § 24-72-201, et seq. The Colorado Open
Records Act requires that any documents held by the City are open to
public inspection and copying, unless deemed "confidential commercial or
financial information, including trade secrets" ("Confidential Information°).
In the event the Subrecipient claims any information provided to the City
under this Agreement is such information and requests the City to refuse a
request for disclosure of Confidential Information under C.R.S. § 24-72-
201, et seq, the City shall be required to defend any district court action,
including the payment of attorney fees and court costs, required or ordered
under C.R.S. § 24-72-204(5) as a consequence of that refusal, and
Subrecipient hereby indemnifies the city for all such costs and attorney
fees. Incurred in resisting such disclosure.
32. Specific Conditions
Subrecipient agrees to the following specific conditions: NONE
33. Assignment
Subrecipient shall not assign its benefits and/or burdens under this Agreement
without the express written approval of City, and any attempt by Subrecipient to assign
those benefits or burdens without such written approval shall be null and void.
34. Integrated Agreement
This Agreement represents the entire Agreement between City and Subrecipient
with respect to the subject matter set forth herein, and all preliminary negotiations and
agreements are deemed a part of this Agreement. No verbal agreement or implied
covenant shall be held to vary the provisions of this Agreement. This Agreement shall
bind and inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns.
35. Counterparts
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Doeusign Envelope ID: 7A2DAB8C-5BCF-459A-8058-112B47108CD3
This Agreement may be executed in one or more counterparts with each
counterpart being deemed an original. No counterpart shall be deemed to be an original
or presumed delivered unless and until the counterparts executed by the other parties
hereto are in the physical possession of the counterpart(s) executed by the party or
parties seeking enforcement thereof.
36. Authority to Execute
The person or person executing this Agreement on behalf of any party warrants
and represents that he/she/they has/have the authority to execute this Agreement on
behalf of their party and has/have the authority to bind their party to the performance of
its obligations hereunder.
12
Docusign Envelope ID: 7A2DAB8C-58CF-459A-80W1128471CBCD8
In Witness Whereof, the parties have signed this Agreement on the dates set
forth below.
City of Wheat Ridge
SWntd br.
By: 64 Sfar'lx Date: 5/5/2025
Bud -Sta l kerMayor
p .
WNEI
Attest: .�Jtiun �'' r 6
Margy Greer, ernor Deputy City .
Clerk
APPROVED AS TO FORM
Gerald Dahl, City Attorney
D"uSign" by:
d Dp 5/5/2025
• Date:
City Attorney
Jefferson County Housing Authority d/b/a
Foothills Regional Housing, authorized
representatives
BI0"M by:
Ely: Date: 5/5/2025
Lori Rosenahl
al�.a br.
5/5/2025
—LI. IA,, -
By: t""Date:
Sd Ignatory
13
DocusUn Envelope ID: 7AMAB8C-5BCF-458A-8058-1128471C8CD3
Attachments:
Exhibit A - Scope of Work
Exhibit B - Grant Award Letter
Exhibit C - Grant Agreement
14
Docuslgn Envelope ID: 7A2DAB80-5BCF-459A-8058-112B471C8CD3
EXHIBIT A
COMMUNITY PROJECT FUNDING GRANT
NATURALLY OCCURRING AFFORDABLE
HOUSING PROGRAM
SUBRECIPIENT AGREEMENT BETWEEN
THE CITY OF WHEAT RIDGE AND
FOOTHILLS REGIONAL HOUSING
SCOPE OF WORK
Project Narrative
The City of Wheat Ridge will allocate $2,000,000 in Community Project Funding (CPF) to
Foothills Regional Housing for the acquisition of Fruitdale School Lofts, a 16-unit
apartment building, to preserve and maintain Naturally Occurring Affordable Housing
(NOAH). The acquisition of the property will secure the affordability of the 16 units,
including five affordable HOME units and 11 NOAH units, for households earning under
80% of the Area Median Income. The entire scope of the project involves acquisition only
and Foothills will continue to operate the property as a multifamily residential building
without any internal or external modifications to the building or property. The city will
conduct an environmental review of the project and will monitor Foothills compliance with
federal reporting requirements, including data collection on demographics, project
progress, and financial reports, for the duration of the grant term.
Naturally Occurring Affordable Housing (NOAH) units are a primary source of affordable
housing in Wheat Ridge, as most of these units are affordable to households without any
financial subsidies. Most NOAH units are considered older housing stock that needs
physical improvements to maintain minimum habitable standards. As such, these
properties are at risk of turning over to market value rents based on the significant cost to
make necessary repairs and improvements, leading to potential loss of property and the
Involuntary displacement, dislocation, or eviction of low -to -moderate income households.
Recognizing the cost-effectiveness of preservation over new construction, the city
established the NOAH Preservation Program to acquire and maintain the affordability of
these units within the Wheat Ridge community. The city has selected Foothills Regional
Housing (Foothills) as a subrecipient for the CPF grant. Foothills plans to acquire
Fruitdale School Lofts, a 16-unit apartment building located at 10803 W 44th Avenue
Wheat Ridge, Colorado- Fruitdale School Lofts contains five affordable HOME units and
11 NOAH units. The acquisition of the property will maintain the affordability of the 16
units and convert the entire property to affordable housing to prevent the displacement of
existing households. The city will provide $2,000,000 of CPF funds to Foothills that will
be used for soft costs for acquisition only. The funds will be used to purchase the
property and there will be no site work, construction, or rehabilitation that will occur.
Foothills will continue to operate the 16-unit residential building with no external or
internal changes to the building or property.
15
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Project Metrics Goal: Preserve and maintain Naturally Occurring Affordable Housing
(NOAH) in Wheat Ridge.
Objective: Preserve a minimum of 16 dwelling units that are affordable to households
earning under 80% AMI for a period of 10-15 years.
Outcome: Acquired NOAH units within Wheat Ridge boundaries. City staff will collect
applicable data on objectives and outcomes, recording indicators in the Disaster
Recovery Grants Record (DRGR) system including:
• Subrecipient information, including SAM registration and UEI numbers
• Funds leveraged
• Project demographics, including the number of people and households assisted
by income, race, ethnicity and disability
• Project progress
• Compliance with the Fair Housing Act (FFHA)
• Environmental review
• Citizen participation
• Financial reports
• Draw down requests
• Monitoring
• Payroll records and reports
• Documentation of compliance with all Federal requirements (e.g., Davis -Bacon,
Uniform Relocation Act, and Lead -based paint)
Section 3 Performance Measures: The project does not involve new construction or
rehabilitation. Therefore approval from HUD on the grant package and environmental
review to go under contract with Foothills.
Project Timeline and Status The city has selected Foothills Regional Housing as the
subrecipient of the project. No work has been performed on the project yet. However,
Foothills has begun the due diligence process. A Categorically Excluded Subject To
(CEST) Environmental Review has been started for the project. During this process, staff
identified that the project will need to undertake consultation for the following related laws
and authorities:
• Section 106 Consultation: the property is listed on the National Register of Historic
Places. Staff have determined that the project scope will have No Adverse Effect on
the historic property. A consultation letter has been sent to the Colorado State
Historic Preservation Office for a concurrence.
• Site Contamination: A Phase 1 Environmental Assessment was completed in 2015
but needs to be conducted again for this project. The Phase 1 Environmental
Assessment report will be completed by Foothills as part of the due diligence
process.
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The City is waiting for approval from HUI) on the grant package and environmental
review to go under contract with Foothills. Upon approval from HUD, the City will go
under contract with Foothills and provide the CPF grant funds to help acquire the
property located at 10803 W 44th Avenue Wheat Ridge, Colorado. City staff will monitor
Foothills based on the applicability with federal reporting. All applicable federal reporting
language will be included in all subawards, contracts, and purchase orders to complete
the work under the CPF award. The City anticipates that all CPF funds will be expended
by June 2026 and the project will be completed by the end of 2025. Section 3 does not
apply to the project.
Project Address: 10803 W 44th Avenue Wheat Ridge, CO 80033
The City of Wheat Ridge will allocate Community Project Funding (CPF) to Foothills
Regional Housing to preserve and maintain Naturally Occurring Affordable Housing
(NOAH) units. The CPF funds will be used to acquire the property at 10803 W 44th
Avenue Wheat Ridge, Colorado 80033. The total cost for the acquisition of the property
is $3,365,569. The City will provide $2,000,000 dollars of CPF funds to Foothills Regional
Housing to fund a portion of the acquisition costs and the rest of the funds will be
provided by the subrecipient. The total cost for the acquisition will include due diligence,
professional fees, acquisition, and applicable costs including purchase, broker fees, title
insurance, inspections, and escrow.
The approved budget (Attachment Al) and site location (Attachment A2) are attached.
Attachments:
Al — Project Budget
A2 — Site Location
17
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ATTACHMENT Al
Approved Budget
Estimated Fundint
Federal Estimated Fui
Applicant Estimated F
State Estimated Funding
Local Estimated Funding
Other Estimated Funding _
Program Income Estimated Funding
2,000,000.00
.00
.DO
.00
1,435,569.00
Project Budget — CPF Federal Funds Total j
000 000.00
Acquisition w$2,
Total $2,000,000.00
18
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19
Docusign Envelope ID: 7AWANC-55CF-458A-8058-1126471 C8CD3
EXHIBIT B
COMMUNITY PROJECT FUNDING GRANT
NATURALLY OCCURRING AFFORDABLE
HOUSING PROGRAM
SUBRECIPIENT AGREEMENT BETWEEN
THE CITY OF WHEAT RIDGE
AND
FOOTHILLS REGIONAL HOUSING
AWARD LETTER
20
Docusign Envelope ID. 7A2DABSC-5BCF469A-SOS&I126471CSCD3
U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
WASHINGTON, D.C. 20410-1000
OFFICEOFCOMMMnTPIANNINOAND DEVSLO UNT
Tuesday, August 27, 2024
Patrick Goff
City Manager
City of Wheat Ridge
500 W. 29th Avenue
Wheat Ridge, CO 80033
Email: pgoff@ci.wheatridge.co.us
Dear Community Project Funding Grantee,
In the Consolidated Appropriations Act, 2024 (Public Law 118-42) (the FY2024 Act),
and the Further Consolidated Appropriations Act, 2024 (Public Law 11847) (the Further
FY2024 Act) Congress made $3,290,054,336 in funding available for Community Project
Funding (CPF). These CPF awards are administered by the Department of Housing and Urban
Development (HUD). HUD received the information below about your project from Congress. A
Grant Number has been added and will be the unique identifier for your project throughout the
grant process.
Grant Number: B-24-CP-CO-0447
Project: Naturally Occurring Affordable Housing Program - Wheat Ridge
GranteelRecipeint: City of Wheat Ridge
Amount: $2,000,000
HUD Grant Officer Lauren Thomas / Lauren.Thomas@hud.gov
HUD System Officer: Candace.M.Jameson / Candace.M.Jameson@hud.gov
HUD Regional Environmental Officer: Jerimiah J. Sanders / Jerimiah.J.Sanders@hud.gov
This letter outlines initial grant award requirements and information needed from you to
get started. This Grant Award Package also includes: The "FY2024 Community Project Funding
Grant Guide" (FY2024 CPF Grant Guide), the template for your FY2024 Community Project
Funding Grant Agreement, and the forms required to complete and submit information online to
populate before we sign your FY2024 CPF Grant Agreement. A brief overview of these
documents is below:
1) FY2024 CPF Grant Guide: The FY2024 CPF Grant Guide provides instructions for
completing the requested information and filling out the required administrative forms to
initiate your FY2024 CPF Grant Agreement. Please refer to this document as it includes
important information and forms for accessing the,online system (DRGR), as well as
other information concerning reporting requirements.
Dowsign E w1ope ID: WDABSC-61BCF469A-8058-112B471CSCD3
2) FY2024 CPF Grant Agreement for this Award: The FY2024 CPF Grant Agreement specifies the
applicable statutory provisions, regulations, and administrative requirements for this award. Please make
sure all grantee information and award -specific information is entered completely and accurately before
signing this Agreement. When you submit your grant materials on our DRGR Grant Processing Module it
will create your customized FY2024 CPF Grant Agreement.
3) Standard Forms and Reuired Materials: The following forms will be needed:
a. Form HUD-1044, Assistance Award/Amendment Form (Attached)
b. Standard Form-424 Application for Federal Assistance (in the online system)
c. SF-424-B, Assurances for Non construction Programs, and/or SF-424-D, Assurances for
Construction Programs (in the online system)
d. SF-LLL Disclosure of Lobbying Activities (as applicable in the online system):
httDs //www arauts �,,ov/forms/forms-renository/sf-424-family
e. SF-1199A - Direct Deposit Sign -Up Form: htt ://www. aov/sue. stern/files/SF1199A-
20.pdf The form is to be completed by the grantee and grantee's financial institution.
Grantees will need to submit the completed form and upload to DRGR.
Grant Award Process. Overview
Below is a step-by-step walk-through of the process and necessary documents and forms to execute
your FY2024 CPF Grant Agreement. This process and the forms are also available in the FY2024 CPF
Grant Guide, which can also be found on the program's webpage at:
httys./lwww.hud,g_ov/prro< ramp offices/comm [Janninv/edi-rints/FY 2024 on HUD.gov and on this
webpage kgiis://www.hudexc-banie.iffpAimv!ams/orf/ on the HUD Exchange.
1. Grantees should review the Grant Award Package documents.
2. Grantees should initiate or complete the HUD environmental review.
3. Grantees gather all required information and submit to HUD using the online system DRGR.
4. HUD provides access to DRGR system to access the Grant Processing Module to submit required
information, answer questions, and upload documents. Once all required information is submitted
online HUD will review the completed grant materials submitted.
5. HUD staff will review the information and documents for completeness. If there are any deficiencies
the corrections and/or clarifying questions will be shared with the grantee for correcting or answering
the clarifying questions. If not, HUD staff will submit the package internally for a second level
review. Then, the Acting Director for the Congressional Grants Division will review the grant
package. Finally, your Grant Agreement will be executed.
6. HUD will notify the grantee that their FY2024 Grant Agreement has been fully executed and will
share additional materials with the grantee to complete to begin the payment processing activities to
receive your funds.
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Training and Tools
FY2024 CPF Onboarding Event: This event will take place in September. We will review this
letter and grant award package materials along with sharing next steps and how to sign up for a
cohort. The event will be recorded and shared online after the event.
FY2024 CPF Grantee Cohorts: This provides you and your staff the opportunity to register for a
four-part training for how to prepare your grant materials and submit them online. Information
about the registration will be shared via email and during the FY2024 CPF Onboarding Event.
FY2024 CPF Grantee Webinar Series: This provides you and your staff with information about
the regulations, requirements, and processes for your grant. Information about the registration for
the webinar series will be shared via email and during the FY2024 CPF Onboarding Event.
FY2024 CPF Grantee Online HUD Exchange Resources: This website page includes general
information and your specific Fiscal Year information along with links to past and future technical
assistance opportunities. The site is also used for you to register for our listsery and for
communicating updates to you and those on the listserv.
Overview of Rea uirements
CPF grants are subject to several Federal requirements. HUD will provide additional
information and further clarification regarding applicable requirements and the grant award process
in upcoming webinars and additional technical assistance. The most essential requirements include:
1) Administrative Requirements: CPF grants are subject to the Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR Part
200).
2) HUD Environmental Review Requirements: EDIICPF grants, like all projects funded by
HUD, are subject to requirements under the National Environmental Policy Act (NEPA),
HUD's NEPA-implementing regulations at 24 CFR Part 50 or 24 CFR Part 58, and
appropriate federal environmental and historic preservation laws, regulations, and Executive
Orders.
To be eligible, activities and expenses must comply with applicable Federal
requirements. This includes administrative requirements under 2 CFR Part 200,
environmental laws, statutes and Executive Orders, and other "cross -cutting" federal
requirements adhered to by HUD.
If the environmental review is being conducted by a local government responsible entity
under Part 58, a Request for Release of Funds and Certification must be approved by
HUD, as applicable. If the environmental review is being completed by HUD under Part
50, the environmental review must be approved and certified by HUD.
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+ HUD defines the "Federal Nexus" for a program or project as the event that triggers the
requirements for federal environmental review under a host of laws, regulations, and
Executive Orders, including the prohibition on choice limiting actions.
• For FY2024 grants, the date of the Acfs enactment (March 9, 2024) is the federal nexus for
compliance with all environmental laws. Once a project is federalized, in keeping with the
National Environmental Policy Act (NEPA) and HUD's NEPA-implementing regulations at
24 CFR Part 50 or 24 CFR Part 58, environmental reviews must be completed, and all
necessary HUD approvals must be obtained prior to taking any choice limiting actions, such
as acquisition, construction, ground disturbance, and entering into contracts.
Further explanation and guidance on choice limiting actions and the environmental review
process, including historic preservation review, is included within the CPF Grant Guide and
on the program's webpage at: https://www.hudexchanae.info/oMgrarns/cDf/.
Some projects may already be underway at the time of federal nexus and while it is still best
practice to stop all work after the federal nexus before the environmental review is
complete for EDUCPF projects that are already underway at time of federal nexus, grantees
are allowed to perform activities after the federal nexus, but only for activities which are
part of a pre -nexus contract that obligates them to do so. However, grantees would be doing
so at their own risk, as any activity performed, or proposed to be performed, after the
federal nexus must be included in the project scope of a satisfactory environmental review
to be reimbursable.
+ A satisfactory review must show that the project activities will not result in unmitigable
environmental harm and must not preclude consultation with the appropriate environmental
authorities such as the State Historic Preservation Office (SHPO). Environmental
authorities may refuse to consult if physical impacts are made to a site before consultation.
• HUD conducted a nationwide environmental review for FY24 EDUCPF soft costs to clear
activities such as administrative, planning, and operations and maintenance costs (including
costs to prepare an environmental review). After execution of the Grant Agreement, eligible
soft costs can be incurred after March 9, 2024 (see 2 CFR 200.403). Eligible hard costs can
be reimbursed if incurred after a full environmental review is completed (see 2 CFR
200.403).
• HUD Environmental Officers:
htttis://www.hucLi:ov/sites/dfiles/CPD/d"ocuments/Communit-Project-Fundin -Portfolio-
Assignmentspf ..d
If you, or your staff, have any questions regarding how to complete or submit the
requires documents, please feel free to contact your Grant Officer or System Officer. Please
note while your Grant Officer may change over time, we have a team approach to managing
your project. Please include your grant number and project in all email correspondence. We
look forward to working with you on this important project!
Sincerely,
Nadab Bynum
Acting Deputy Assistant Secretary
for Economic Development
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EXHIBIT C
COMMUNITY PROJECT FUNDING GRANT
NATURALLY OCCURRING AFFORDABLE
HOUSING PROGRAM
SUBRECIPIENT AGREEMENT BETWEEN
THE CITY OF WHEAT RIDGE
AND
FOOTHILLS REGIONAL HOUSING
GRANT AGREEMENT
25
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FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
Grantee Name: City of Wheat Ridge
Grantee Address: 7500 W. 29th Avenue,Wheat Ridge, CO 80033
Grantee's Unique Entity Identifier (UEI): TEAYNF4J6VC8
Grantee's Employer Identification Number (EIS: 840595832
Federal Award Identification Number (FAIN): B-24-CP-CO-0447
Assistance Listing Number and Name: 14.251 Economic Development Initiative, Community
Project Funding, and Miscellaneous Grants
Period of Performance/Budget Period Start Date: 08/13/2024
Period of Performance/Budget Period End Date: 08/31/2032
This Grant Agreement between the U.S_ Department of Housing and Urban Development
(HUD) and City of Wheat Ridge (the Grantee) is made pursuant to the authority of the
Consolidated Appropriations Act, 2024 (Public Law 118-42) and the Explanatory Statement for
Division L of that Act, which was printed in the Senate section of the Congressional Record on
March 5, 2024 (Explanatory Statement) as deemed to be amended by the Further Consolidated
Appropriations Act, 2024 (Public Laws 118-47).
In reliance upon and in consideration of the mutual representations and obligations under
this Grant Agreement, HUD and the Grantee agree as follows:
ARTICLE I. Definitions
The definitions at 2 CFR 200.1 apply to this Grant Agreement, except where this Grant
Agreement specifically states otherwise.
Budget period is defined in 2 CFR 200.1 and begins and ends on the dates specified
above for the Period of Performance/Budget Period Start Date and Period of Performance/Bud-
get Period End Date.
Period of Performance is defined in 2 CFR 200.1 and begins and ends on the dates speci-
fied above for the Period of Performance/Budget Period Start Date and Period of Performance/
Budget Period End Date.
ARTICLE II. Total Grant Amount
Subject to the provisions of the Grant Agreement, HUD will make grant funds in the
amount of $2,000,000.00 available to the Grantee.
ARTICLE III. Award -Specific Requirements
A. Federal Award Description. The Grantee must use the Federal funds provided under
this Grant Agreement (Grant Funds) to cant' out the Grantee's "Project." Unless changed in ac-
cordance with Article II1, section C of this Grant Agreement, the Grantee's Project shall be as
Dowsign Envelope ID: M2DAB8C-MCF-459A-8058-11213471G8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
described in the Project Narrative that is approved by HUD as of the date that HUD signs this
Grant Agreement. For reference, HUD will attach this approved Project Narrative as Appendix 1
to the Grant Agreement on the date that HUD signs this Grant Agreement.
B. Approved Budget. The Grantee must use the Grant Funds as provided by the Ap-
proved Budget. Unless changed in accordance with Article III, section C of this Grant Agree-
ment, the Approved Budget shall be the line -item budget that is approved by HUD as of the date
that HUD signs this Grant Agreement. For reference, HUD will attach this approved line -item
budget as Appendix 2 to this Grant Agreement on the date that HUD signs this Grant Agreement.
C. Project and Budget Changes. All changes to the Grantee's Project or Approved Budget
must be made in accordance with 2 CFR 200.308 and this Grant Agreement. To request HUD's
approval for a change in the approved Project Narrative and/or Budget, the Grantee must submit
a formal letter to HUD's Office of Economic Development - Congressional Grants Division
(CGD) Director through the assigned Grant Officer in accordance with HUD's instructions for
amending the Project Narrative and/or Project Budget found in the document titled "FY2024
Economic Development Initiative - Community Project Funding Grant Guide " that accompanies
the Grant Agreement. The Grantee is prohibited from making project or budget changes that
would conflict with the Applicable Appropriations Act Conditions described in Article III, sec-
tion D of this Grant Agreement. The assigned Grant Officer for this grant is provided in the
Award Letter for this grant and found on HUD's website. The CGD will notify the Grantee of
whether HUD approves or disapproves of the change. Before the Grantee expends Grant Funds
in accordance with any change approved by HUD or otherwise allowed by 2 CFR 200.308, the
Grantee must update its grant information in HUD's Disaster Recovery Grant Reporting (DRGR)
to reflect that change.
D. Applicable Appropriations Act Conditions. The conditions that apply to the Grant
Funds under the Consolidated Appropriations Act, 2024, and the Explanatory Statement, as mod-
ified by the Further Consolidated Appropriations Act, 2024 or a later act, are incorporated by this
reference and made part of this Grant Agreement. The Grant Funds are not subject to the Com-
munity Development Block Grants regulations at 24 CFR part 570 or Title I of the Housing and
Comm u nity Development Act of 1974.
E. In accordance with 2 CFR 200.307, costs incidental to the generation of program in-
come may be deducted from gross income to determine program income, provided these costs
have not been charged to the grant. As authorized under 2 CFR 200.307, program income may
be treated as an addition to the Federal award, provided that the Grantee uses that income for al-
lowable costs under this Grant Agreement. Any program income that cannot be expended on al-
lowable costs under this Grant Agreement must be reported and paid to HUD within 120 days af-
ter the period of performance, unless otherwise specified by an applicable Federal statute.
F. The Grantee must use the Grant Funds only for costs (including indirect costs) that
meet the applicable requirements in 2 CFR part 200 (including appendices). The Grantee's indi-
rect cost rate information is as provided in Appendix 3 to this Grant Agreement. Unless the
Grantee is an Institution of Higher Education, the Grantee must immediately notify HUD upon
any change in the Grantee's indirect cost rate during the Period of Performance, so that HUD can
Docuslgn Envelope ID: 7A2DAB8C-5BCF-459A-8058-11213471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
amend the Grant Agreement to reflect the change if necessary. Consistent with 2 CFR Part 200,
Appendix III (C.7), if the Grantee is an Institution of Higher Education and has a negotiated rate
in effect on the date this Grant Agreement is signed by HUD, the Grantee may use only that rate
for its indirect costs during the Period of Performance.
G. The Grantee must comply with any specific conditions that HUD may apply to this
Grant Agreement as provided by 2 CFR 200.208. If applicable, these conditions will be listed or
added as Appendix 5 to this Grant Agreement.
H. The Grantee is responsible for managing the Project and ensuring the proper use of the
Grant Funds. The Grantee is also responsible for ensuring the completion of the Project, the
grant closeout, and compliance with all applicable federal requirements. All subawards made
with funding under this Grant Agreement are subject to the subaward requirements under 2 CFR
Part 200, including 2 CFR 200.332, and other requirements provided by this Grant Agreement.
The Grantee is responsible for ensuring each subrecipient complies with all requirements under
this Grant Agreement, including the general federal requirements in Article IV. A subaward may
be made to a for -profit entity only if HUD expressly approves that subaward and the for -profit
entity is made subject to the same Federal requirements that apply to all other subrecipients, in-
cluding all requirements 2 CFR part 200 provides with respect to a subaward, except the audit re-
quirements in 2 CFR part 200, subpart F.
ARTICLE IV. General Federal Requirements
A. If the Grantee is a unit of general local government, a State, an Indian Tribe, or an
Alaskan Native Village, the Grantee is the Responsible Entity (as defined in 24 CFR part 58) and
agrees to assume all of the responsibilities for environmental review and decision -making and
action, as specified and required in regulations issued by the Secretary pursuant to section 305(c)
of the Multifamily Housing Property Disposition Reform Act of 1994 and published in 24 CFR
Part 58.
B. If the Grantee is a housing authority, redevelopment agency, academic institution, hos-
pital or other non-profit organization, the Grantee shall request the unit of general local govern-
ment, Indian Tribe or Alaskan Native Village, within which the Project is located and which ex-
ercises land use responsibility, to act as Responsible Entity and assume all of the responsibilities
for environmental review and decision -making and action as specified in paragraph A above, and
the Grantee shall carry out all of the responsibilities of a grantee under 24 CFR Part 58.
C. After March 9, 2024, neither the Grantee nor any of its contractors, subrecipients, and
other funding and development partners may undertake, or commit or expend Grant Funds or lo-
cal funds for, project activities (other than for planning, management, development and adminis-
tration activities), unless a contract requiring those activities was already executed on or before
March 9, 2024, until one of the following occurs:
(i) the Responsible Entity has completed the environmental review procedures re-
quired by 24 CFR part 58, and HUD has approved the environmental certification and given
a release of funds;
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FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
(ii) the Responsible Entity has determined and documented in its environmental re-
view record that the activities are exempt under 24 CFR 58.34 or are categorically excluded
and not subject to compliance with environmental laws under 24 CFR 58.35(b); or
(iii) HUD has performed an environmental review under 24 CFR part 50 and has no-
tified Grantee in writing of environmental approval of the activities.
D. Following completion of the environmental review process, the Grantee shall exercise
oversight, monitoring, and enforcement as necessary to assure that decisions and mitigation mea-
sures adopted through the environmental review process are carried out during project develop-
ment and implementation.
E. The Grantee must comply with the generally applicable HUD and CPD requirements
in 24 CFR Part 5, subpart A, including all applicable fair housing, and civil rights requirements.
The Grantee must report data on the race, color, religion, sex, national origin, age, disability, and
family characteristics of persons and households who are applicants for, participants in, or bene-
ficiaries or potential beneficiaries of the Grantee's Project, consistent with the instructions and
forms provided by HUD in order to carry out its responsibilities under the Fair Housing Act, Ex-
ecutive Order 11063, Title VI of the Civil Rights Act of 1964, and Section 562 of the Housing
and Community Development Act of 1987 (e.g. HUD-27061).
F. The Grantee must comply with the Uniform Administrative Requirements, Cost Prin-
ciples, and Audit Requirements in 2 CFR part 200, as may be amended from time to time. If 2
CFR part 200 is amended to replace or renumber sections of part 200 that are cited specifically in
this Grant Agreement, the part 200 requirements as renumbered or replaced by the amendments
will govern the obligations of HUD and the Grantee after those amendments become effective.
G. The Grantee must comply with the Award Term in Appendix A to 2 CFR Part 25
("System for Award Management and Universal Identifier Requirements") and the Award Term
in Appendix A to 2 CFR Part 170 ("Reporting Subawards and Executive Compensation"), which
by this reference are incorporated into and made part of this Grant Agreement.
H. If the Total Grant Amount, as provided in Article II of this Grant Agreement, is
greater than $500,000, the Grantee must comply with the Award Term and Condition for Grantee
Integrity and Performance Matters in Appendix 4 to this Grant Agreement,
I. Unless the Grantee is exempt from the Byrd Amendment as explained below, the
Grantee must comply with the provisions of Section 319 of Public Law 101-121, 31 U.S.C.
1352, (the Byrd Amendment) and 24 CFR Part 87, which prohibit recipients of Federal contracts,
grants, or loans from using appropriated funds for lobbying the executive or legislative branches
of the Federal Government in connection with a specific contract, grant, loan, or cooperative
agreement. The Grantee must sign the corresponding certification in Appendix 8 to this Grant
Agreement and return it to HUD with this Grant Agreement. The Grantee must include in its
award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts
under grants, loans, and cooperative agreements), the requirements for the certification required
by Appendix A to 24 CFR Part 87 and for disclosure using the Disclosure of Lobbying Activities
4
Docusign Envelope ID: 7A2DAB8C-58CF-459A-8D58-11213471MD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
(SF-LLL) form. In addition, the Grantee must obtain the executed certification required by Ap-
pendix A and an SF-LLL from all covered persons. "Person" is as defined by 24 CFR Part 87.
Federally recognized Indian tribes and TDHEs established by Federally recognized Indian tribes
as a result of the exercise of the tribe's sovereign power are excluded from coverage of the Byrd
Amendment. State -recognized Indian tribes and TDHEs established only under state law must
comply with this requirement.
J. The Grantee must comply with drug -free workplace requirements in Subpart B of 2
CFR Part 2429, which adopts the govemmentwide implementation (2 CFR Part 182) of sections
5152-5158 of the Drug -Free Workplace Act of 1988, Pub. L. 100-690, Title V, Subtitle D (41
U.S.C. 701-707).
K. Unless the Grantee is a Federally recognized Tribe, the Grantee must comply with the
Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) as
implemented by regulations at 49 CFR Part 24. The URA applies to acquisitions of real property
and relocation occurring as a direct result of the acquisition, rehabilitation, or demolition of real
property for Federal or Federally funded programs or projects. Real property acquisition that re-
ceives Federal financial assistance for a program or project, as defined in 49 CFR 24.2, must
comply with the acquisition requirements contained in 49 CFR part 24, subpart B. Unless other-
wise specified in law, the relocation requirements of the URA and its implementing regulations
at 49 CFR part 24, cover any displaced person who moves from real property or moves personal
property from real property as a direct result of acquisition, rehabilitation, or demolition for a
program or project receiving HUD financial assistance.
L. If Grant Funds are used for purchase, lease, support services, operation, or work that
may disturb painted surfaces, of pre-1978 housing, you must comply with the lead -based paint
evaluation and hazard reduction requirements of HUD's lead -based paint rules (Lead Disclosure;
and Lead Safe Housing (24 CFR part 35)), and EPA's lead -based paint rules (e.g., Repair, Reno-
vation and Painting; Pre -Renovation Education; and Lead Training and Certification (40 CFR
part 745)).
M. The Grantee must comply with Section 3 of the Housing and Urban Development
Act of 1968 (Section 3), 12 U.S.C. 1701u, and HUD's regulations at 24 CFR part 75, as applica-
ble, including the reporting requirements in 24 CFR 75.25. Grants made to Tribes and TDHEs
are subject to Indian Preference requirements in Section 7(b) of the Indian Self -Determination
and Education Assistance Act (25 U.S.C. 5307(b)). As stated in 24 CFR 75.3(c), grants to Tribes
and TDHEs are subject to Indian Preference requirements in lieu of Section 3. Grantees that are
not exempt from Section 3 must submit annual reports of Section 3 accomplishment Perfor-
mance Measures in DRGR in January of the calendar year. This report reflects Section 3 accom-
plishments for the previous calendar year.
N. The Grantee must not use any Grant Funds to support any Federal, state, or local
project that seeks to use the power of eminent domain, unless eminent domain is employed only
for a public use. Public use includes use of funds for mass transit, railroad, airport, seaport, or
highway projects, and utility projects which benefit or serve the general public (including en-
ergy -related, communication -related, water -related, and waste water -related infrastructure), other
structures designated for use by the general public or with other common -carrier or public -utility
Docusign Envelope ID: 7A2DABSC-5BCF-459A-8058-112B471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
functions that serve the general public and are subject to regulation and oversight by the govern-
ment, and projects for the removal of an immediate threat to public health and safety or brown -
fields, as defined in the Small Business Liability Relief and Brownfields Revitalization Act (Pub.
L. 107-118). Public use does not include economic development that primarily benefits private
entities.
O. The Grantee must not use any Grant Funds to maintain or establish a computer net-
work that does not block the viewing, downloading, and exchanging of pornography. This re-
quirement does not limit the use of funds necessary for any Federal, State, tribal, or local law en-
forcement agency or any other entity carrying out criminal investigations, prosecution, or adjudi-
cation activities.
P. The Grantee must administer its Grant Funds in accordance with the Conflict -of -Inter-
est requirements set forth in Appendix 6 of this Grant Agreement.
Q. The Grantee must comply with the governmentwide debarment and suspension re-
quirements in 2 CFR part 180 as incorporated and supplemented by HUD's regulations at 2 CFR
part 2424.
R. The Grantee must comply with the award term regarding trafficking in persons in Ap-
pendix 7 of this Grant Agreement.
S. The assurances and certifications the Grantee has made and submitted to HUD are in-
corporated by this reference and made part of this Grant Agreement.
T. Any person who becomes aware of the existence or apparent existence of fraud, waste
or abuse of any HUD award must report such incidents to both the HUD official responsible for
the award and to HUD's Office of Inspector General (OIG). HUD OIG is available to receive al-
legations of fraud, waste, and abuse related to HUD programs via its hotline number (1-800-347-
3735) and its online hotline form. The Grantee must comply with 41 U.S.C. § 4712, which in-
cludes informing employees in writing of their rights and remedies, in the predominant native
language of the workforce. Under 41 U.S.C. § 4712, an employee of the Grantee or a subrecipi-
ent—as well as a personal services contractor —who makes a protected disclosure about a Fed-
eral grant or contract cannot be discharged, demoted, or otherwise discriminated against as long
as they reasonably believe the information they disclose is evidence of:
1. Gross mismanagement of a Federal contract or grant;
2. Waste of Federal funds;
3. Abuse of authority relating to a Federal contract or grant;
4. Substantial and specific danger to public health and safety; or
5. Violations of law, rule, or regulation related to a Federal contract or grant.
U. The Grantee must comply with the requirements of the Build America, Buy America
(BABA) Act, 41 USC 8301 note, and all applicable rules and notices, as may be amended, if ap-
plicable to the Grantee's infrastructure project. Pursuant to HUD's Notice, "Public Interest
Phased Implementation Waiver for FY 2022 and 2023 of Build America, Buy America Provi-
sions as Applied to Recipients of HUD Federal Financial Assistance" (88 FR 17001), any funds
Docusign Envelope ID: 7A2DABBC-5BCF-459A-8058-112B471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
obligated by HUD on or after the applicable listed effective dates, are subject to BABA require-
ments, unless excepted by a waiver.
ARTICLE V. Daawdown Requirements
A. The Grantee may not draw down Grant Funds until HUD has received and approved
any certifications and disclosures required by 24 CFR 87.100 concerning lobbying, if applicable.
B. The Grantee must use DRGR to draw down Grant Funds and report to HUD on activ-
ities.
C. The Grantee must enter activity and budget information in DRGR that is consistent
with the Grantee's Approved Project Narrative and Approved Budget as described in Article III,
sections A and B of this Grant Agreement and complies with HUD's instructions for entering in-
formation in DRGR found in the document titled "Grant Award Instructions" that accompanies
the Grant Agreement.
D. The Grantee must only enter activities in DRGR that are described in the Approved
Budget.
E. The Grantee must expend all Grant Funds in accordance with the activity and budget
information in DRGR.
F. Each drawdown of Grant Funds constitutes a representation by the Grantee that the
funds will be used in accordance with this Grant Agreement.
G. The Grantee must use DRGR to track the use of program income and must report the
receipt and use of program income in the reports the Grantee submits to HUD under Article VI
of this Grant Agreement. The Grantee must expend program income before drawing down Grant
Funds through DRGR.
H. Notwithstanding any other provision of this grant agreement, HUD will not be re-
sponsible for payment of any Grant Funds after the date Treasury closes the account in accor-
dance with 31 U.S.C. § 1552. Because Treasury may close the account up to one week before the
September 30 date specified by 31 U.S.C. § 1552, the Grantee is advised to make its final request
for payment under the grant no later than September 15, 2032.
ARTICLE VI. Program -Specific Reporting Requirements
In addition to the general reporting requirements that apply under other provisions of this
Agreement, the following program -specific reporting requirements apply to the Grantee:
A. The Grantee must submit a performance report in DRGR on a semi-annual basis and
must include a completed Federal financial report as an attachment to each performance report in
DRGR. Performance reports shall consist of a narrative of work accomplished during the report-
ing period. During the Period of Performance, the Grantee must submit these reports in DRGR
no later than 30 calendar days after the end of the 6-month reporting period. The first of these
Docusign Envelope ID: 7A2DABSC-5BCF459A-8VZ-112B471C8CD3
FY 2024 COMMiJNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-D447
reporting periods begins on the first of January or June (whichever occurs first) after the date this
Grant Agreement is signed by HUD.
B. The performance report must contain the information required for reporting program
performance under 2 CFR 200.329(c)(2) and (d), including a comparison of actual accomplish-
ments to the objectives of the Project as described in Article III, section A of this Grant Agree-
ment, the reasons why established goals were not met, if appropriate, and additional pertinent m-
formation including, when appropriate, analysis and explanation of cost overruns or high unit
costs.
C. Financial reports must be submitted using DRGR or such future collections HUD may
require and as approved by OMB and listed on the Grants.gov website
(fttLs:/Iwww.Frants.ov/web rants/forms/,3ost-award-re[ ortin-forms.html).
D. The performance and financial reports will undergo review and approval by HUD. If a
report submission is insufficient, HUD will reject the report in DRGR and identify the correc-
tions the Grantee must make.
E. No drawdown of funds will be allowed through DRGR while the Grantee has an
overdue performance or financial report.
F. The Grantee must report and account for all property acquired or improved with Grant
Funds as provided by 2 CFR part 200 using the applicable common forms approved by OMB
and provided on the Grants.gov website (h:: s://www. g rants. ov/web/ r@p1 /forms/f ost-award-
reporting-forms.html). This reporting obligation includes submitting status reports on real prop-
erty at least annually as provided by 2 CFR 200.330, accounting for real and personal property
acquired or improved with Grant Funds as part of Project Closeout, and promptly submitting re-
quests for disposition instructions as provided by 2 CFR 200.311, 200.31, and 200.314.
ARTICLE VII. Project Closeout
A. The grant will be closed out in accordance with 2 CFR part 200, as may be amended
from time to time, except as otherwise specified in this Grant Agreement.
B. The Grantee must submit to HUD a written request to close out the grant no later than
30 calendar days after the Grantee has drawn down all Grant Funds and completed the Project as
described in Article III, section A of this Grant Agreement. HUD will then send the Closeout
Agreement and Closeout Certification to the Grantee.
C. At HUD's option, the Grantee may delay initiation of project closeout until the resolu-
tion of any findings as a result of the review of semi-annual activity reports in DRGR. If HUD
exercises this option, the Grantee must promptly resolve the findings.
D. The Grantee recognizes that the closeout process may entail a review by HUD to de-
termine compliance with the Grant Agreement by the Grantee and all participating parties. The
Docusign Envelope ID: 7A2DAB8C-5BCF-459A-8058-112B471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
Grantee agrees to cooperate with any HUD review, including reasonable requests for on -site in-
spection of property acquired or improved with grant funds.
E. No later than 120 calendar days after the Period of Performance, Grantees shall pro-
vide to HUD the following documentation:
1. A Certification of Project Completion.
2. A Grant Closeout Agreement.
3. A final financial report giving:
i) the amount and types of project costs charged to the grant (that meet the
allowability and allocability requirements of 2 CFR part 200, subpart E);
ii) a certification of the costs; and
iii) the amounts and sources of other project funds.
4. A final performance report providing a comparison of actual accomplishments
with the objectives of the Project, the reasons for slippage if established objectives were
not met and additional pertinent information including explanation of significant cost
overruns.
5. A final property report, if specifically requested by HUD at the time of closeout.
ARTICLE VIII. Default
A default under this Grant Agreement shall consist of any use of Grant Funds for a pur-
pose other than as authorized by this Grant Agreement, any noncompliance with statutory, regu-
latory, or other requirements applicable to the Grant Funds, any other material breach of this
Grant Agreement, or any material misrepresentation in the Grantee's submissions to HUD in an-
ticipation of this award. If the Grantee fails to comply with the terms and conditions of the Grant
Agreement, HUD may adjust specific conditions of this Grant Agreement as described in 2 CFR
part 200, as may be amended from time to time. If HUD determines that noncompliance cannot
be remedied by imposing additional conditions, HUD may take one or more of the remedies for
noncompliance described in 2 CFR part 200, as may be amended from time to time. HUD may
also terminate all or a part of this award as provided by 2 CFR 200.340 and other applicable pro-
visions of 2 CFR part 200, as may be amended from time to time. Nothing in this Grant Agree-
ment shall be construed as creating or justifying any claim against the Federal government or the
Grantee by any third party.
ARTICLE IX. HUD Contact Information
Except where this Grant Agreement specifically states otherwise, all requests, submissions,
DocuBign Envelope ID: 7A2DAB8C-5BCF-459A-8058-1 12WIMM
I I As WIM go, I I Ila
IC
and reports the Grantee is required to make to HUD under this Grant Agreement must be made
in accordance with HUD's grant instructions found in the document titled 'TY2024 Economic"
Development Initiative - Community Project Funding Grant Guide" that accompanies the Grant
Agreement -
This agreement is hereby executed on behalf of the Grantee and HUD as follows:
GRANTEE
Cif` of Wheat Ridge
(Name of Organization)
BY: _'cLtricly co
(Signature of Authorized Official)
Patrick Goff. City Manager
(Typed Name and Title of Authorized Official)
03/11/2025
(Date)
HUD
BY:
(Signature of HUD Authorized Official)
CPD Regional Director
(Title of HUD Authorized Official)
03113/2025
(Date)
10
Docusign Envelope ID: 7A2DAB8C-5BCF-459A-8058-112B471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
APPENDIX 1— Project Narrative
The approved narrative has been appended to the end of the grant agreement.
11
Docusign Envelope ID: 7A2DAB8C-5BCF-459A-BO58-172B471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24CP-CO-0447
APPENDIX 2 — Approved Budget
The approved budget has been appended to the end of the grant agreement.
12
Docusign Envelope ID: 7A2DABBC-5BCF-459A-8058-112B471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
APPENDIX 3 — Grantee's Indirect Cost Rate Information
As the duly authorized representative of the Grantee, I certify that the Grantee:
❑X Will not use an indirect cost rate to calculate and charge indirect costs under the grant.
❑ Will calculate and charge indirect costs under the grant by applying a de minimis rate as
provided by 2 CFR 200.414(f), as may be amended from time to time.
❑ Will calculate and charge indirect costs under the grant using the indirect cost rate(s)
listed below, and each rate listed is included in an indirect cost rate proposal developed in
accordance with the applicable appendix to 2 CFR part 200 and, if required, was
approved by the cognizant agency for indirect costs.
Agency/Dept./Major Function Indirect cost rate Direct Cost Base
BY: _ PatVfJ5,
(Signature of Authorized Official)
Patrick Goff, Cite Manager
(Typed Name and Title of Authorized Official)
03/1V2025
(Date)
Instructions for the Grantee's Authorized Representative•
You must mark the one (and only one) checkbox above that best reflects how the Grantee's indirect costs
will be calculated and charged under the grant. Do not include indirect cost rate information for subrecip-
ients.
The table following the third box must be completed only if that box is checked. When listing a rate in
the table, enter both the percentage amount (e.g., 10%) and the type of direct cost base to be used. For ex-
ample, if the direct cost base used for calculating indirect costs is Modified Total Direct Costs, then enter
"MTDC" in the "Type of Direct Cost Base" column.
If using the Simplified Allocation Method for indirect costs, enter the applicable indirect cost rate and
type of direct cost base in the first row of the table.
If using the Multiple Allocation Base Method, enter each major function of the organization for which a
rate was developed and will be used under the grant, the indirect cost rate applicable to that major func-
tion, and the type of direct cost base to which the rate will be applied.
If the Grantee is a government and more than one agency or department will carry out activities under the
grant, enter each agency or department that will carry out activities under the grant, the indirect cost
rate(s) for that agency or department, and the type of direct cost base to which each rate will be applied.
13
Docusign Envelope ID: 7A21DAW-513CF-459A-8058-112B471 C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
To learn more about the indirect cost requirements, see 2 CFR part 200, subpart E; Appendix III to Part
200 (for Institutions of Higher Education); Appendix IV to Part 200 (for nonprofit organizations);
Appendix VII to Part 200 (for state and local governments and Indian Tribes); and Appendix IX to Part
200 (for hospitals).
14
Docusign Envelope ID: 7A2DAB8C-5BCF-458A-8058-112B471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO, B-24-CP-CO-0447
APPENDIX 4 —
Award Term and Condition for Grantee Integrity and Performance Matters
Reporting of Matters Related to Grantee Integrity and Performance
(a) General Reporting Requirement.
(1) If the total value of your active grants, cooperative agreements, and procurement contracts
from all Federal agencies exceeds $10,000,000 for any period of time during the period of per-
formance of this Federal award, then you as the grantee must ensure the information available in
the responsibility/qualification records through the System for Award Management (SAM.gov),
about civil, criminal, or administrative proceedings described in paragraph (b) of this award term
is current and complete. This is a statutory requirement under section 872 of Public Law 110-
417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all in-
formation posted in responsibility/qualification records in SAM.gov on or after April 15, 2011
(except past performance reviews required for Federal procurement contracts) will be publicly
available.
(b) Proceedings About Which You Must Report.
(1) You must submit the required information about each proceeding that—
(!) Is in connection with the award or performance of a grant, cooperative agreement, or procure-
ment contract from the Federal Government;
(ii) Reached its final disposition during the most recent five-year period; and
(iii) Is one of the following —
(A) A criminal proceeding that resulted in a conviction;
(B) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary
fine, penalty, reimbursement, restitution, or damages of $5,000 or more;
(C) An administrative proceeding that resulted in a finding of fault and liability and your pay-
ment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or
damages in excess of $100,000; or
(D) Any other criminal, civil, or administrative proceeding if—
(1) It could have led to an outcome described in paragraph (b)(1)(iii)(A) through (C);(2) It had a
different disposition arrived at by consent or compromise with an acknowledgment of fault on
your part; and
(3) The requirement in this award term to disclose information about the proceeding does not
conflict with applicable laws and regulations.
is
Docuslgn Envelope ID: 7A2DABSC-SBCF-459A-8058-112B471CBCD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
(c) Reporting Procedures.
Enter the required information in SAM.gov for each proceeding described in paragraph (b) of
this award term. You do not need to submit the information a second time under grants and coop-
erative agreements that you received if you already provided the information in SAM.gov
because you were required to do so under Federal procurement contracts that you were awarded.
(d) Reporting Frequency.
During any period of time when you are subject to the requirement in paragraph (a) of this award
term, you must report proceedings information in SAM.gov for the most recent five-year period,
either to report new information about a proceeding that you have not reported previously or af-
firm that there is no new information to report. If you have Federal contract, grant, and coopera-
tive agreement awards with a cumulative total value greater than $10,000,000, you must disclose
semiannually any information about the criminal, civil, and administrative proceedings.
(e) Definitions.
For purposes of this award term —
Administrative proceeding means a non -judicial process that is adjudicatory in nature to make a
determination of fault or liability (for example, Securities and Exchange Commission Adminis-
trative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board
of Contract Appeals proceedings). This includes proceedings at the Federal and State level but
only in connection with the performance of a Federal contract or grant It does not include audits,
site visits, corrective plans, or inspection of deliverables.
Conviction means a judgment or conviction of a criminal offense by any court of competent ju-
risdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a
plea of nolo contendere.
Total value of currently active grants, cooperative agreements, and procurement contracts in-
cludes the value of the Federal share already received plus any anticipated Federal share under
those awards (such as continuation funding).
16
Docusign Envelope ID: 7A2DAB8C-5BCF-459A-8658-112B471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
APPENDIX 5 — Specific Award Conditions
NONE.
17
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FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
APPENDIX 6 — Conflict of Interest Requirements
1. Conflicts Subject to Procurement Regulations. When procuring property or services, the
grantee and its subrecipients shall comply with the applicable conflict -of -interest rules in 2 CFR
200.317 and 2 CFR 200.318(c). In all cases not governed by 2 CFR 200.317 and 2 CFR
200.318(c), the Grantee and its subrecipients must follow the requirements contained in para-
graphs 2-5 below.
2. General prohibition. No person who is an employee, agent, consultant, officer, or elected or
appointed official of the Grantee or subrecipient and who exercises or has exercised any func-
tions or responsibilities with respect to assisted activities, or who is in a position to participate in
a decision making process or gain inside information with regard to such activities, may obtain a
financial interest or benefit from the activity, or have a financial interest in any contract, subcon-
tract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself
or for those with whom he or she has immediate family or business ties, during his or her tenure
or for one year thereafter. Immediate family ties include (whether by blood, marriage, or adop-
tion) the spouse, parent (including a stepparent), child (including a stepchild), sibling (including
a stepsibling), grandparent, grandchild, and in-laws of a covered person.
3. Exceptions. HUD may grant an exception to the general prohibition in paragraph (ii) upon the
Grantee's written request and satisfaction of the threshold requirements in paragraph (iv), if
HUD determines the exception will further the Federal purpose of the award and the effective
and efficient administration of the Grantee's Project, considering the cumulative effects of the
factors in paragraph (v).
4. Threshold requirements for exceptions. HUD will consider an exception only after the Grantee
has provided the following documentation:
a. A disclosure of the nature of the conflict, accompanied by an assurance that there has
been public disclosure of the conflict and a description of how that disclosure was made;
and
b. An opinion of the Grantee's attorney that the interest for which the exception is sought
would not violate state or local law.
5. Factors to be considered for exceptions. In determining whether to grant a requested exception
after the Grantee has satisfactorily met the threshold requirements in paragraph (iii), HUD will
consider the cumulative effect of the following factors, where applicable:
a. Whether the exception would provide a significant cost benefit or an essential degree
of expertise to the program or project that would otherwise not be available;
b. Whether an opportunity was provided for open competitive bidding or negotiation;
c. Whether the person affected is a member of a group or class of low- or moderate -in-
come persons intended to be the beneficiaries of the assisted activity, and the exception
18
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FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
will permit such person to receive generally the same interests or benefits as are being
made available or provided to the group or class;
d. Whether the affected person has withdrawn from his or her functions or responsibili-
ties, or the decision -making process regarding the assisted activity in question;
e. Whether the interest or benefit was present before the affected person was in a position
as described in paragraph (ii);
f. Whether undue hardship will result either to the Grantee or the person affected when
weighed against the public interest served by avoiding the prohibited conflict; and
g. Any other relevant considerations.
6. Disclosure of potential conflicts of interest. The Grantee must disclose in writing to HUD any
potential conflict of interest.
19
Docusign Envelope ID:7A2DAB8C-5BCF-459A-8D58-1128471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
APPENDIX 7 — Award Term and Condition Regarding Trafficking in Persons
The following award term and condition, which is required by 2 CFR part 175, applies as writ-
ten:
(a) Provisions applicable to a grantee that is a private entity.
(1) Under this award, the grantee, its employees, subrecipients under this award, and sub -
recipient's employees must not engage in:
(i) Severe forms of trafficking in persons;
(h) The procurement of a commercial sex act during the period of time that this award or
any subaward is in effect;
(iii) The use of forced labor in the performance of this award or any subaward; or
(iv) Acts that directly support or advance trafficking in persons, including the following
acts:
(A) Destroying, concealing, removing, confiscating, or otherwise denying an employee
access to that employee's identity or immigration documents;
(B) Failing to provide return transportation or pay for return transportation costs to an
employee from a country outside the United States to the country from which the employee was
recruited upon the end of employment if requested by the employee, unless:
(1) Exempted from the requirement to provide or pay for such return transportation by the
Federal department or agency providing or entering into the grant or cooperative agree-
ment; or
(2) The employee is a victim of human trafficking seeking victim services or legal redress in
the country of employment or a witness in a human trafficking enforcement action;
(C) Soliciting a person for the purpose of employment, or offering employment, by
means of materially false or fraudulent pretenses, representations, or promises regarding that em-
ployment;
(D) Charging recruited employees a placement or recruitment fee; or
(E) Providing or arranging housing that fails to meet the host country's housing and
safety standards.
(2) The Federal agency may unilaterally terminate this award or take any remedial ac-
tions authorized by 22 U.S.C. 7104b(c), without penalty, if any private entity under this award:
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FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
(i) Is determined to have violated a prohibition in paragraph (a)(1) of this appendix, or
(h) Has an employee that is determined to have violated a prohibition in paragraph (a)(1)
of this this appendix through conduct that is either:
(A) Associated with the performance under this award; or
(B) Imputed to the grantee or the subrecipient using the standards and due process for im-
puting the conduct of an individual to an organization that are provided in 2 CFR part 180,
"OMB Guidelines to Agencies on Government -wide Debarment and Suspension (Nonprocure-
ment)," as implemented by HUD at 2 CFR part 2424.
(b) Provision applicable to a grantee other than a private entity.
(1) The Federal agency may unilaterally terminate this award or take any remedial ac-
tions authorized by 22 U.S.C. 7104b(c), without penalty, if a subrecipient that is a private entity
under this award:
(i) Is determined to have violated a prohibition in paragraph (a)(1) of this appendix; or
(ii) Has an employee that is determined to have violated a prohibition in paragraph (a)(1)
of this appendix through conduct that is either;
(A) Associated with the performance under this award; or
(B) Imputed to the subrecipient using the standards and due process for imputing the con-
duct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines
to Agencies on Government -wide Debarment and Suspension (Nonprocurement)," as imple-
mented by HUD at 2 CFR part 2424.
(c) Provisions applicable to any grantee.
(1) The grantee must inform the Federal agency and the Inspector General of the Federal
agency immediately of any information you receive from any source alleging a violation of a
prohibition in paragraph (a)(1) of this appendix.
(2) The Federal agency's right to unilaterally terminate this award as described in para-
graphs (a)(2) or (b)(1) of this appendix:
(i) Implements the requirements of 22 U.S.C. 78, and
(ii) Is in addition to all other remedies for noncompliance that are available to the Federal
agency under this award.
(3) The grantee must include the requirements of paragraph (a)(1) of this award term in
any subaward it makes to a private entity.
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FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
(4) If applicable, the grantee must also comply with the compliance plan and certification
requirements in 2 CPR 175.105(b).
(d) Definitions. For purposes of this award term:
"Employee" means either:
(1) An individual employed by the grantee or a subrecipient who is engaged in the perfor-
mance of the project or program under this award; or
(2) Another person engaged in the performance of the project or program under this
award and not compensated by the grantee including, but not limited to, a volunteer or individual
whose services are contributed by a third party as an in -kind contribution toward cost sharing re-
quirements.
"Private Entity" means any entity, including for -profit organizations, nonprofit organiza-
tions, institutions of higher education, and hospitals. The term does not include foreign public
entities, Indian Tribes, local governments, or states as defined in 2 CPR 200.1.
The terms "severe forms of trafficking in persons," "commercial sex act," "sex traffick-
ing," "Abuse or threatened abuse of law or legal process," "coercion," "debt bondage," and "in-
voluntary servitude" have the meanings given at section 103 of the TVPA, as amended (22
U.S.C. 7102).
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FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
APPENDIX 8 — Certification Regarding Lobbying
The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of
an agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any cooperative agreement,
and the extension, continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000
and not more than $100,000 for each such failure.
BY: --T ri,Ck! 4
(Signature of Authorized Official)
Patrick Goff Cite Manager
(Typed Name and Title of Authorized Official)
03/11/2025
(Date)
NOTE: This certification is not required for Federally recognized Indian tribes and Tribally
Designated Housing Entities (TDHEs) established by a federally recognized Indian tribe through
the tribe's sovereign power. However, this exemption does not apply to State -recognized Indian
tribes and TDHEs established under State law.
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FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. B-24-CP-CO-0447
NARRATIVE
The City of Wheat Ridge will allocate $2,000,000 in Community Project Funding (CPF) to
Foothills Regional Housing for the acquisition of Fruitdale School Lofts, a 16-unit
apartment building, to preserve and maintain Naturally Occurring Affordable Housing
(NOAH). The acquisition of the property will secure the affordability of the 16 units,
including five affordable HOME units and 11 NOAH units, for households earning under
80% of the Area Median Income. The entire scope of the project involves acquisition only
and Foothills will continue to operate the property as a multifamily residential building
without any internal or external modifications to the building or property. The city will
conduct an environmental review of the project and will monitor Foothills'
compliance with federal reporting requirements, including data collection on
demographics, project progress, and financial reports, for the duration of the grant term.
Naturally Occurring Affordable Housing (NOAH) units are a primary source of affordable
housing in Wheat Ridge, as most of these units are affordable to households without any
financial subsidies. Most NOAH units are considered older housing stock that needs
physical improvements to maintain minimum habitable standards. As such, these properties
are at risk of turning over to market value rents based on the significant cost to make
necessary repairs and improvements, leading to potential loss of property and the
involuntary displacement, dislocation, or eviction of low -to -moderate income households.
Recognizing the cost-effectiveness of preservation over new construction, the city
established the NOAH Preservation Program to acquire and maintain the affordability of
these units within the Wheat Ridge community. The city has selected Foothills Regional
Housing (Foothills) as a subrecipient for the CPF grant. Foothills plans to acquire Fruitdale
School Lofts, a 16-unit apartment building located at 10803 W 44th Avenue Wheat Ridge,
Colorado. Fruitdale School Lofts contains five affordable HOME units and 11 NOAH
units. The acquisition of the property will maintain the affordability of the 16 units and
convert the entire property to affordable housing to prevent the displacement of existing
households. The city will provide $2,000,000 of CPF funds to Foothills that will be used
for soft costs for acquisition only. The funds will be used to purchase the property and
there will be no site work, construction, or rehabilitation that will occur. Foothills will
continue to operate the 16-unit residential building with no external or internal changes to
the building or property. Project Metrics Goal: Preserve and maintain Naturally Occurring
Affordable Housing (NOAH) in Wheat Ridge. Objective: Preserve a minimum of 16
dwelling units that are affordable to households earning under 80% AMI for a period of 10-
15 years. Outcome: Acquired NOAH units within Wheat Ridge boundaries. City staff will
collect applicable data on objectives and outcomes, recording indicators in the Disaster
Recovery Grants Record (DRGR) system including: • Subrecipient information, including
SAM registration and UEI numbers • Funds leveraged • Project demographics, including
the number of people and households assisted by income, race, ethnicity and disability
Project progress - Compliance with the Fair Housing Act (FFHA) • Environmental review
Citizen participation • Financial reports • Draw down requests • Monitoring • Payroll
records and reports • Documentation of compliance with all Federal requirements (e.g.,
Davis -Bacon, Uniform Relocation Act, and Lead -based paint) Section 3 Performance
Measures: The project does not involve new construction or rehabilitation. Therefore
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GRANT AGREEMENT NO. B-24-CP-CO-0447
Section 3 does not apply to the project. Project Timeline and Status The city has selected
Foothills Regional Housing as. the subrecipient of the project. No work has been performed
on the project yet. However, Foothills has begun the due diligence process. A Categorically
Excluded Subject To (CEST) Environmental Review has been started for the project.
During this process, staff identified that the project will need to undertake consultation for
the following related laws and authorities: • Section 106 Consultation: the property is
listed on the National Register of Historic Places. Staff have determined that the project
scope will have No Adverse Effect on the historic property. A consultation letter has been
sent to the Colorado State Historic Preservation Office for a concurrence. • Site
Contamination: A Phase 1 Environmental Assessment was completed in 2015 but needs to
be conducted again for this project. The Phase 1 Environmental Assessment report will be
completed by Foothills as part of the due diligence process. The City is waiting for
approval from HUD on the grant package and environmental review to go under contract
with Foothills. Upon approval from HUD, the City will go under contract with Foothills
and provide the CPF grant funds to help acquire the property located at 10803 W 44th
Avenue Wheat Ridge, Colorado. City staff will monitor Foothills based on the applicability
with federal reporting. All applicable federal reporting language will be included in all
subawards, contracts, and purchase orders to complete the work under the CPF award. The
City anticipates that all CPF funds will be expended by June 2025 and the project will be
completed by the end of 2025.
Project Address: 10803 W 44th Avenue Wheat Ridge, CO 80033
The City of Wheat Ridge will allocate Community Project Funding (CPF) to Foothills
Regional Housing to preserve and maintain Naturally Occurring Affordable Housing
(NOAH) units. The CPF funds will be used to acquire the property at 10803 W 44th
Avenue Wheat Ridge, Colorado 80033. The total cost for the acquisition of the property is
$3,365,569. The City will provide $2,000,000 dollars of CPF funds to Foothills Regional
Housing to fund a portion of the acquisition costs and the rest of the funds will be provided
by the subrecipient. The total cost for the acquisition will include due diligence,
professional fees, acquisition, and applicable costs including purchase, broker fees, title
insurance, inspections, and escrow.
Docusign Envelope ID: 7A2DAB8C-5l3CF-459A-80M112B471C8CD3
FY 2024 COMMUNITY PROJECT FUNDING
GRANT AGREEMENT NO. $-24-CP-CO-0447
APPROVED BUDGET
SF424 —ESTIMATED FUNDING
.... _ i Name _
_ Amount
Federal Estimated Fundinv
$2,000,000.0(
;applicant Estimated Funding i
$.0q
State Estimated Funding
$.0
Local Estimated Funding
$•00
_ _
Other Estimated Funding_ _
_
$1,435,569.66
Froram Income Estimated Fundin
otal _- ,,. , , .__ _ _
_ __ _� __ $3,435,569.Ott_
CPF — ESTIMATED FUNDING
Funding-Soum Esti><n;ated Fun its
- c uisition $2,000,000.OE
Total _ _ $2,000,000.00
26