GRANT AGREEMENT BETWEEN THE DISTRICT OF COLUMBIA A[D II STREET COMMUNITY DEVELOPMENT CORPORATION

(rrscDc)
This GRANT AGREEMENT ("Agreement") is made as of this 14th day of September ("Effective Date") between the District of Columbia, a municipal corporation (hereinafter referred to as the "District"), acting by and through the Offrce of the Deputy Mayor for Planning and Economic Development (hereinafter referred to as the "Grantor"), and H Street Community Development Corporation (HSCDC) a District of Columbia 501 (c)(3) not for profit organization (hereinafter referred to as the "Grantee") (collectively, the "Parties"), with its mailing address 501 H Street, NE, Washington DC 20002 WITNESSETH THAT: WHEREAS, the activities identified in this Grant are being financed pursuant to the "Neighborhood Investment Fund Implementation Plan Amendment Act of 2009", which provided funding for the Predevelopment Grant Fund ("PDG"); V/HEREAS, funds are available to the DMPED for this expressed activity in Fiscal Year 2010 for approved projects and programs; WHEREAS, the Grantee was selected through a competitive request for applications process and H Street Community Development Corporation (HSCDC) was awarded PDG funding in the amount of One Hundred Thirty Eight Thousand Dollars and No Cents; ($138,000); WHEREAS, the purpose of the funds is to defray the predevelopment costs for the

H Street Mixed Use Project: Retail and Housing located at 501 H Street NE
WHEREAS, the Grantee has provided to the Grantor a program description, proposed budget, and proposed expenditures consistent with the purpose ofthe grant
funds;

of

WHEREAS, as a condition precedent to the disbursement of the funds to the Grantee, the Grantor has required Grantee to enter into an agreement setting forth the terms and conditions for the provision and use of the grant funds; NOW, THEREFORE, in consideration of the mutual promises of the Grantor and Grantee (collectively referred to herein as the "Parties"), the Parties hereby agree as follows:

Section

I.

Period of sreement

This Grant Agreement shall be effective as of the Effective Date and shall reman in effect for a period of 12 months.

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

II.

Grant of Funds

A.

The Grantor shall provide to the Grantee a grant ("Grant")

of;

One Hundred
pursuant to

Thirty Eight Thousand Dollars and No Cents; ($138,000); ("Grant Funds"),

subsection B of this section and subject to subsection C of this section, to fund Mixed Use Project: Retail and Housing located at 501 H Street NE .

II Street

The Grantor shall provide the Grant Funds to the Grantee at such times, and pursuant to such terms and conditions, as are set forth in the disbursement schedule included as Exhibit A to this Agreement.
The provision of the Grant Funds by the Grantor shall be subject to the provisions of seciion X of this Agreement related to the suspension or termination of grant funding and the reversion of Grant Funds, the provisions of section XIV of this Agreernent related to default, the provisions of section XI related to unspent funds, and any other provisions of this Agreement that may limit the obligation of the Grantor to provide the Grant Funds.

B.

C.

Section

III.

Expenditure of Grant Funds

A. The Grantee shall expend the Grant Funds solely for the purposes of canying out the projects or activities (the "Program") described in Exhibit B of this Agreement.
The Grantee shali carry out the Program and expend the Grant Funds only in accordance with the budget set forth as Exhibit C of this Agreement.

B.

C. The Grantee shall expend Grant Funds only on the eligible costs that are set forth in Exhibit C of this Agreement and that were incuned on or after October 1,2009.
The Grantee shall expend all Grant Funds and complete all activities outlined in Exhibit A within 12 months of execution of grant agreement ("End of Grant Period"). The fringe benefit rate for any employee whose personnel costs are funded by the Grant Funds shall not exceed twenty percent (20%) of the base salary of the
employee.

D.

E.

Section IV. A.

Renorting Requirements
Progress Reports

1.

The Grantee shall submit a Quarterly Report to the Grantor and the NIF PDG Project Administrator within 3 business days of the close

of the quarter, until all Grant Funds have been expended and the Grantor has submitted a Closeout Report under subsection B of this section. District quarters end on September 30th, December 31tt, March 31't, and June 30th. The Grantor has designated LISC - the NIF PDG Project Administrator - to conduct quarterly site visits to review the progress ofthe projeet that is the subject ofthis grant.

2.

Each Progress Report shall cover the period beginning on the date of the prior Progress Report (or, in the case of the initial Progress Repot, from the period beginning on the Effective Date) and ending on the date of the Progress Report. Each Progress Report shall include the following:

3.

a.

A narrative report of the activities performed under the Program, which shall include the foilowing:

i. ii.

The status of accomplishments for each activity and a description of the accomplishments achieved during the period covered by the Progress Report;

Any deadline for the completion of any task which has not been met along with an explanation of why
the deadline has not been met and a revised

completion date;

b.

An expense report, containing:

i. ii. iii. iv.

A listing of each expenditure made to cany out the

Program;

A listing of each expenditure of Grant Funds and, for

each expenditure, a designation of the eligible cost category with which the expenditure is associated;

A narrative description of each expenditure of Grant

Funds; and Documentation for each expenditure of Grant Funds that shall include, but not be limited to, paid invoices for direct and indirect non-personnel costs, paid

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

A non-expendable equipment inventory report, which shall list each purchase or lease of non-expendable equipment acquired entirely or in part with Grant Funds. For each piece of equipment, the Grantee shall include the name and
description of the equipment, the purchase price or lease price, date of purchase or term of lease, the serial number, vendor, and estimated useful life.

A procurement report, which shall include a list of all procurement of services, including construction services,
legal services, consulting services, and other professional and employment services and, for each such procurement of
services, the following details:

i. ii, iii. iv.

A description ofthe services beingprovided, including specifi c deliverables;

The name of the person or business entity providing the services; The cost of the services during the period covered by the Progress Report and the estimated over the full term of the procurement; The period of performance for the procurement;

A fnge benefits report, which shall describe the fringe benefits of each employee, agent, or contractor ("position") whose salary is funded from the Grant Funds. The fringe benefits shall listed by position and shall include, but not be limited to, health insurance, life insurance, retirement b enefi ts, unemployment comp ensation, worker' s compensation, vacation pay, and holiday pay. The value of the fringe benefits shall also be stated as a percentage ofeach
position's salary.
Copies of the minutes from any meeting of the Board of Directors of the Grantee that took place during the period covered by the Progress Report. B. Closeout Rep_ort

1.

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

has expended all

ofthe Grant Funds.

2. 3.

The Closeout Report shall cover the period beginning on the Effective Date and ending on the date of the Closeout Report. The Closeout Report shall include the following:

a. b. c. d. e. f.

A narrative report of the activities performed under the Program, which shall include a 11 description of all
accomplishments under the Program.

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

A non-expendable equipment inventory report, as described in section IV.A.3.c of this Agreement. A procurement report, as described in section IV.A.3.d of this
Agreement.

A fringe benefit report,

this Agreement

as described

in section IV.A.3.e of

Copies of the minutes from any meeting of the Board of Directors of the Grantee that took place during the period beginning on the date of the last Progress Report and ending on the date of the Closeout Report.

C.

Review and Approval of Reports

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

SectionV.

AccountinqRequirements
The Grantee shall establish a separate account independent of other account records of the Grantee for the Grant Funds. The Grantee shall maintain complete and accurate records and documentation of all costs incured under this Agreement, which records and documentation shall be organized in a manner that lists each expenditure of Grant Funds and identifies each such expenditure with an eligible cost category set forth in Exhibit C. The Grantee shall maintain its accounting records, at a minimum, on a double entry, accrual basis. The Grantee shall support all costs paid for with Grant Funds with properly executed payrolls, invoices, contracts, vouchers, purchase orders, or other

A. B.

C. D.

accounting documents.

E.
Section

All records that the Gantee is required to maintain under this section shall
be clearly identified and legible.

VI.

Publicitv

Any written or printed material distributed or posted by Grantee that publicizes the Program shall include information that the Program is being funded, partially or fully, through the District. In addition, announcements that publicize the Program, including, but not limited to, newspaper, radio, and television announcements or advertisements, flyers, and postings, shall acknowledge funding by the District.
Section

VII.

Records Maintenance and Inspections

Records Maintenance

A.

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

B.

Availability and Inspection of Records

The Grantee shall make available to the Grantor for examination and copying, at reasonable times and locations and afte reasonable notice from the Grantor, any and all information and records related to the Grantee's performance of the Program, any and all records and documentation prepared pursuant to this Agreement, and any and all information and records related to the receipt, expenditure, and accounting of the Grant Funds. The Grantee shall cooperate fu1ly with the Grantor in locating and making accessible any such records. Section

VIII.

Performance Evaluation and Monitorine

The Grantor may conduct evaluations, and perform on-site monitoring,

A.
Agreement.

of

the performance of the Program at such times and with such frequency as the Grantor deems appropriate, in its sole discretion. The Grantee shall cooperate fully with the Grantor in the Grantor's performance of any evaluation or monitoring under this

B.

If the Grantor finds any deficiencies during its evaluation or monitoring, the Grantor may issue a written frnding of deficiencies to the Grantee along with demand to cure the deficiencies by a specified date. If the Grantee does not

cure the deficiencies by the date specified, the Grantee shall be considered to be in default of the Agreement under section XIV,

Section

IX.

Oreanizational Audit

The Grantor may conduct financial audits, at the Grantor's discretion, of all funding sources of the Grantee in accordance with the auditing standards promulgated by the Comptroller General of the United States, as published in the latest edition of the Government Accountability Office' s G ov e r nme nt Audi tin g S t an dar ds . The Grantee shall fully clear or remedy any deficiencies noted in an audit conducted by the District under this section within sixty (60) days after the receipt of the audit by the Grantee.

A.

B.

C.
Section

The Grantee shall cooperate fully with the District in the conduct of an audit

under this section.

X. A.

Suspension or Termination of Grant Funding: Reversion of Funds

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

B. The Grantee shall repay all funds demanded by the Grantor under paragraph A of this section to the Grantor upon receipt of the Grantor's written demand and in accordance with the Grantor's written instructions. C. The Grantor may suspend or terminate the provision of Grant Funds under this Agreement for the convenience of the District.
Section

XI.

Unspent Funds

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

XII.

Grant Administrator

A. The Grant Administrator for this Grant is LaToyia Hampton. The Grant Administrator is the District's authorized representative for this Grant. The telephone number of the Grantor is 202-724-8 I 1 1 . The Grantee shall contact the Grant Administrator with any questions or concerns regarding the technical implementation or interpretation of this Grant.
The Grant Administrator responsibilities, the following:

B.

will

be responsible for, among other

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

Assisting the Grantee in the resolution of technical problems encountered during performance of the obligations of the Grant Agreement. Section

2,

XIII.

Non-Discrimination

In the provision of goods or services associated with the Program, the Grantee shall not discriminate, or allow discrimination, on the basis of actual or perceived race, colot, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, gender identity or expression, familial status, family responsibilities, genetic information, disability, matriculation, political affiliation, disability, source of income, status as a victim of an intra-family offense, or place of residence or business. In addition, the Grantee shall not engage in or allow harassment based on any ofthe above categories, nor engage in any other activity that would be prohibited by the District of Columbia Human Rights Act of 1977, effective December 13,1977 (D,C. Law 2'38; D.C. Official Code $ 2-1401,01. et
seq.)

Section

XIV.

Default Remedy Non-\ilaiver

Any failure by the Grantee or its agents to comply with any of the terms or conditions of this Agreement, as such failure is determined in the sole and reasonable discretion of the Grantor, sha1l constitute a default under this Agreement.
In the event of a default, the Grantor may provide to the Grantee written notice of the default, along with a demand to cure by a date established in the Grantor's sole and reasonable discretion, but in no event less than ten (1 0) business days. If the default is not cured or remedied according to the time limit established in the notice and demand, the Grantee shall return to the District any remaining grant funds in the possession of the Grantee, the Grantor shall not be obligated to provide any additional Grant Funds to the Grantee, the Grantor may exercise any additional right to reversion under section X of this Agreement, and the Grantor may exercise any other legal or equitable remedies available to the Grantor. No delay or omission of the Grantor or the District to exercise any right, power, or remedy accruing upon the happening of a default shall impair any such right, power, or remedy or shall be construed to be a waiver of, or acquiescence to, any such default.
Section

A.

B.

C.

XV.

Freedom of Information Act Notice

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

photographic image, electronic data recording, paper, sounding recording, or other material regardless ofphysical form or characteristic, made or received pursuant to law or in connection with the hansaction of public business by any officer or employee of the

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

Section

XVI.

Notices

All notices required under this Grant Agteement shall be sent by U.S. mail to the following addresses:
As to Grantee:

H Street Community Development Corporation ( HSCDC) 501 H Street, NE Washington,DC 20020 Attn: Kenneth Brewer, Executive Director
As to Grantor:
Grants Adminishator Office of the Deputy Mayor for Planning and Economic Development 1350 Pennsylvania Avenue, N.W., Room 317

Washington, D.C.20004

Section

XVIL Nonassisnabilitv

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

XVIII. Indemnification

The Grantee, for itselfand any successors and assigns, hereby agrees to and shall hold harmless and indemnify the District from and against any and all losses, claims, or injuries arising from this Agreernent. Section

XIX. Anti-Deficiencv Requirement

Notwithstanding any other provisions of this Agreement, the terms and conditions of this Agreement, including but not limited to provisions pertaining to funding or the Grant amount, are and shall remain subject to the fourth sentence of section 446 of the Home Rule Act, D.C. Official Code I-204.46, the federal Anti-Deficiency Act, 31 U.S.C. $ 1341 et seq. and the District Anti-Deficiency Act, D.C. Official Code $ 47-355.01 et seq.

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

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

A. B.

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

SectionXXl. Non-Waiver
None of the terms and conditions contained in this Agreernent shall be considered abrogated or waived by reason of any failure or refusal by the Grantor to enforce the same.

Section XXIL Applicable Law

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

of

Section

XXIII.

Severablitv

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

XXIV. Total Agreement

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

10

N WITNESS WHEREF, the Parties have caused this Agreement to be sigrred, acknowledged, and deiivered in their names by their duly authorized lepresntatives, District of Columbia

By: Vaferie Santos Deputy Mayor for Planning and Economic Dcvelopment

H Street Communty evelopment Corporation (HSCDC)

Wal
R.EMAINDER OF THE PAGE LEFT BLANK INTENTIONALLY

lt

EXHIBIT A
DISBURSEMENT SCHEDULE

Proiect Name: H Street Mixed Use Proiect: Retail and Housins Dispersal Amount Milestone Approximate Date of Milestone Completion (processing of navment) Dpers|1 Execution of the September 21,2010 $69,000
Grant Agreement

Dispers|2

Submission of March 31't Quarterly Report & Site Visit Comoleted bv LISC

pnlr22,2011

$69,000

12

EXHIBIT B NARRATIVE DESCRIPTION OF PROGRAMISCOPE OF OVERALL \ryORK

Proiect Description
Proiect Name Project Location (address or SSL) Project Description

H Street Mlxed Use Proiect: Retail and Housins

501

H Street NE

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

P roject
Ptvkd CordinIor

Team

Kenneth Brewer Executive Director

Johann Lashley

Eric P. Jones
Project Manager

Comptroller

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

EXHIBIT C BUDGET OF PROGRAM/SOURCES AND USES

,hood lnvesnent Fund ranl Program

5Of l Sfreef /orfeas Washngton, DC

Predevelopmenf Budgef as of April 2010

Arch ife clura l/ nginoe ri ng

Appraisal Survey
Environ me ntal,4ssessmenfs &
Te

$60,aa0 $60,000
stng

' o*rro frscDc

o/o

LegalEoning
Mar ket/Fe asbl ity St udie s S ite Co n tro Wra n sfer/Re o ord atio n

.5,500 95,500 94,00 w,600 $6,500 $500 88,500 88,600

82,000

36%
3o/o

3%
4o/o

8?2,000 $22,0a0
82e,000

Tille lnsurance Finance Consultants/New Market lax Cred,fs

eve lopme nt Consul

tant Fee s

Accounting Feas
T

wa,000 $10,o fi5,0a0 w5,00a .$6,000 ,t6,000

$68,A00 fi38,A00 w0,00a

' 828,000 82,0A0

5%
13a/o 17o/o

1%
6s/ 9o/o

4%

otal P redevel opment

B ud

get

$a,000

100%

Less: H Sfreef CDC Contribution

Total DMPEDNIF Rguesf

18%

ltrs,Tib4

t4