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VCDC MAPLE ST SRO CONTRACT City of Northampton Vendor Contract Cover Sheet (To Accompany All City Contracts to City Auditor, Purchasing and Mayor’s Office) 1. Department and/or Division Name: 2. Vendor Name: 3. MUNIS Vendor I.D.#: Department Contract # (if any): 4. Source and Amount of Funds: Please Fill in Below Source: AccountAccount Amount: Total Per Name: Number: Source: (Check all that apply) Budget: Grant: Revolving: Borrowing: Other: Total Amount of Contract: 5. Period of Contract Coverage (If Applicable): 6. Brief Description of Goods and/or Services being provided (e.g., Is this a part of a larger project, stand alone, or is it an amendment to a contract?): ?? 7. Does the vendor have a Northampton Office? Yes No ?? (If local) Taxes owed? Yes No 8. Please list time and dates that contracts were delivered: Date Received Date Completed Originating Department: Auditor, Joyce Karpinski: Ch. Proc. Off., Joe Cook: Solicitor, Janet Sheppard: Finance Director, Chris Pile: Mayor Mary Clare Higgins: CITY OF NORTHAMPTON MASSACHUSETTS CONTRACT FOR MAPLE STREET SRO COMMUNITY HOUSING PROJECT st THIS AGREEMENT, executed this 21 day of JANUARY, 2009 VALLEY by and between: COMMUNITY DEVELOPMENT CORPORATION hereinafter called "Vendor" and the City of Northampton, a municipal corporation in the County of Hampshire, Commonwealth of Massachusetts, party of the second part hereinafter called "Owner". WITNESSETH, that for the consideration hereinafter mentioned, the Owner and the Vendor shall agree to the terms and conditions contained in this contract, enumerated as follows: The Owner- Appendix A Vendor Agreement, Bidding Documents, Contract Forms, Specifications contained in , and all addenda issued prior to and all Modifications issued after execution of the Contract. TWO THE OWNER shall pay the Vendor for the performance of this contract in the sum of; HUNDRED FIFTY THOUSAND ($250,000) dollars in accordance with the terms of this contract. This contract shall not be altered in any particular without the consent of all parties to this contract. All alterations to this contract must be in writing and authorized as such by the Mayor and a Majority vote of the Board, Agency, or Committee signing this contract. The Vendor shall not delegate, assign or transfer any of its duties delineated in the scope of services without prior written consent from the CITY. In the event the Vendor is a corporation a certificate that the person executing this contract is duly authorized to sign, must accompany this contract. Notwithstanding anything in the Contract documents to the contrary, any and all payments which the City is required to make under this Contract shall be subject to appropriation or other availability of funds as certified by the Town Accountant. Obligations for payments beyond the current fiscal year are subject to appropriation and this Contract shall be canceled in the event of non-appropriation. Final payment on this contract shall release and discharge the Owner from any and all claims against the Owner on account of any work performed hereunder, or any alteration hereto. The Vendor shall indemnify and hold harmless, the CITY and all of its officers, agents, and employees against all suits, claims or liabilities of every nature, arising out of, or in consequence of, the acts or omissions of the Vendor, its employees, agents, or sub-contractors in connection with their rendering of services or goods under this AGREEMENT and will, at the Vendor’s own cost and expense, defend any and all such suits and actions By signing this contract the Vendor agrees to subject any dispute to mediation, at the option of the City, prior to filing suit in any forum. This contract shall be deemed to be a Massachusetts contract and it's interpretation and construction shall be governed by the laws of Massachusetts and the Charter and Ordinances of the Owner. The provisions of this contract are severable. If any provision of this contract shall be held unconstitutional by any court of competent jurisdiction, the decision of such court shall not affect any other provisions of this contract. The City of Northampton is not bound by this contract until approved by the Mayor of Northampton. IN WITNESS WHEREOF the Owner caused these presents to be signed in quadruplicate and approved by Mary Clare Higgins its Mayor and the said Vendor has caused these presents to be signed in quadruplicate and its official seal to be hereto affixed by its officer or agent thereunto duly authorized (by the attached corporate resolution). This instrument shall take effect as a sealed instrument. VALLEY COMMUNITY DEVELOPMENT CORPORATION Vendor: COMPANY NAME _______________________________________it's AUTHORIZED SIGNATURE ___________________________DATE________________ TITLE CITY OF NORTHAMPTON: COMMUNITY PRESERVATION COMMITTEE BY: AGENCY NAME ____________________________ ____________________________ ____________________________ signatures ____________________________ ____________________________ _______________________Date ___________ _______________________ Chief Proc. Officer, approved as to c. 30B compliance _______________________Date ___________ City Auditor, approved as to appropriation. _______________________Date ___________ Tax Collector, approved as to unpaid taxes. _______________________Date ____________ City Solicitor, approved as to form. _______________________Date ____________ Mayor Mary Clare Higgins Certificate by Corporation to Sign Contract At a duly authorized meeting of the Board of Directors of the held on ________________________ (Name of Corporation) (Date) At which all the Directors were present or waived notice, it was voted that, ________________________ _ _________________________________ (Name) (Officer) of this company, be and he hereby is authorized to execute contracts and bonds in the name and behalf of said company, and affix its Corporate Seal thereto, and such execution of any contract or obligation in this company's name on its behalf by such officer under seal of the company, shall be valid and binding upon this company, A TRUE COPY, ATTEST: _________________________________ (Clerk) PLACE OF BUSINESS ____________________________________________ DATE OF THIS CONTRACT __________________________ I hereby certify that I am the clerk of the and that ____________________________________ is the duly elected of said company, and the above vote has not been amended or rescinded and remains in full force and effect as of the date of this contract. ____________________________________ (Clerk) (Corporate Seal) Tax Compliance Certification Pursuant to M.G.L. Chapter 62C, Section 49A, I certify under the penalties of perjury that I have, to my best knowledge and belief, complied with the law of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting child support. I further authorize the City of Northampton to deduct from the amounts due under this contract, any overdue taxes, real or personal, or any other fees due to the City of Northampton from the vendor which become due and payable by the vendor or its officers, directors or agents during the term of this contract or until the final amounts due under this contract are paid in full. Check one of the following. The vendor does not have a Northampton office. ________ The vendor does have a Northampton office. ________ ___________________________ _________________________________________ Social Security Number or Signature of Individual or Federal Identification Number Corporate Name by: ________________________________________ Corporate Officer (if applicable) City of Northampton, Massachusetts BID RECORD Subject of Procurement ____________________________________ Department ____________________________ Informal Quotes (under $25,000) Formal Bid Ad date and newspaper Date of Bid Opening and Time __________________________ Recorded By ________________________________ Bidder Name & Address Bid Price Comments 1.___________________________________________________________________________ 2. .___________________________________________________________________________ 3. .___________________________________________________________________________ 4. .___________________________________________________________________________ 5. .___________________________________________________________________________ 6. .___________________________________________________________________________ 7. .___________________________________________________________________________ This list is a complete and accurate record of the bids or quotes received for the named supply or service. Signed under penalties of perjury.(Sign if purchase is over $24,999.) _________________________________ Procurement Officer Witness ATTACH SPECIFICATIONS HERE IF NECESSARY SPECIFICATION CHECKLIST The following items may need to be addressed in your contract specification. Please check them off as you consider them and retain this page for your procurement file for this purchase. 1. Payment Terms - When does the Vendor get paid? Are there milestones that trigger payment? It is always best to pay for goods or services after they are received. 2. Warranty - Are you expecting a warranty and, if so, what does it cover and for how long? 3. Delivery - How long does the Vendor have to deliver the goods or services? Do not forget to include shipping costs in your bid! FOB Northampton instead of FOB Vendor’s site is better because they carry the risk of loss in transit. 4. Technical Requirements - Does your specification adequately describe the goods or services so you will be satisfied when the goods or services are delivered? For example, if you do not say products must be new you may get used products. 5. ___ Workers’ Compensation Insurance Certificate. If a vendor’s employees will be working on City Property get an insurance certificate from the vendor that shows the vendor has Workers’ Comp. Insurance. Permit Denial Form TO: Tax Collector, Treasurer (Circle Appropriate Staff Person) REQUESTED BY: Name of Person, Corporation or Business: Location of Property, Location of Service or Address: Parcel: Your prompt attention is appreciated. For Tax Collector’s/Treasurer’s Office Use Only Please list below any tax, assessed to your office, that is unpaid for twelve (12) months or more after its due date, unless there is a pending abatement or appeal before the Appellate Tax Board, for the person, corporation, or business entity noted above. Signed: Dated: Ordinance No. 14.21 (Section 1) – 1992 City of Northampton For Denial/Revocation of License City of Northampton Community Preservation Committee 210 Main Street, City Hall Northampton, MA 01060 Appendix A: Grant Agreement This Grant Agreement is made this 21 DAY OF JANUARY,2009, by and between the st City of Northampton, through its Community Preservation Committee (hereinafter "Northampton CPC") with an address of 210 Main Street, City Hall, Northampton, MA 01060 and VALLEY COMMUNITY DEVELOPMENT CORPORATION (hereinafter "Recipient") with an address of 30 MARKET ST, NORTHAMPTON, MA 01060. The purpose of this Grant Agreement is to implement the following grant award: Project Name: MAPLE STREET SRO COMMUNITY HOUSING PROJECT Project Description: PRESERVATION OF ELEVEN SINGLE ROOM OCCUPANCY UNITS ON MAPLE STREET Project Location: 16 NORTH MAPLE ST, FLORENCE, MA 01062 Date of City Council Execution of Final Appropriation: JANUARY 15, 2009 This Grant Award is subject to the following terms and conditions: 1. Award. Subject to the terms of this Agreement, the City of Northampton agrees to award the Recipient the amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) for the above referenced project. 2. Project Application. The Project Application submitted to the Northampton CPC, as may be amended by conditions of the CPC upon award, is incorporated into this Grant Agreement by reference. 3. Term. The term of this Grant Award is five years from the date of the City's execution of this Grant Agreement (the "Commencement Date"). All of the work described in this Grant Agreement must be completed no later than five-years after the Commencement Date, unless the Northampton CPC grants an extension for good cause shown. Funds not utilized on the Project must be returned to the Community Preservation Fund Reserve and will made available for future appropriation to other recipients. 4. Budget; Other Sources of Funding. Prior to the commencement of the work, the Recipient, must submit a complete project budget that accounts for (1) the expenditure of all funds awarded under this Grant Agreement; and (2) all other sources of funding, if necessary, to complete the project as described herein. Recipient shall not expend any grant funds until the Northampton CPC has approved the project budget. If the Northampton CPC determines that funds have been spent on goods or services not included in the project budget or otherwise not authorized under the CPA, the Recipient shall be responsible for repayment of such funds to the CPA Fund. 5. Reports. Every six months until the completion of the project, the Recipient shall provide the Northampton CPC with a written update on the progress toward completion of the work. A Final Report, including digital photo-documentation of the project, where appropriate, is due with 30 days after the date of completion. The Final Report shall be to the satisfaction of the Northampton CPC, which approval shall not be unreasonably withheld. All reports and project documents submitted to the Northampton CPC shall become the property of the City of Northampton and shall be available for use by the City and available to the public under the Massachusetts Public Records Law. 6. Monitoring Annual preservation guarantee certifications will be required for the length of the preservation guarantee. For perpetual preservation guarantees, the Community Preservation Committee reserves the right to require annual preservation guarantee certifications for an amount of time that will best serve the community. 7. Guarantees. Projects funded through the Community Preservation Act shall be subject to preservation guarantees or restrictions on the property limiting the use of the interest to the purpose of the funding. The guarantee/restriction accepted by the Northampton CPC is incorporated into this Grant Agreement by reference. 8. Compliance with Laws and Agreement. Recipient understands and agrees that projects funded through this Award are made pursuant to and must comply with the requirements of the Community Preservation Act, M.G.L. c. 44B. Recipient also agrees to comply with all requirements of this Grant Agreement. 9. Permits and Licenses. It is the obligation of Recipient to obtain all permits and licenses necessary for implementation of the Project. The award of this Grant waives no federal, state or local permit or license. 10. No Liability of City. By making this award, the City does not accept any liability whatsoever for any acts, omissions or errors associated with the Project. Recipient agrees to indemnify and defend the City from all claims, suits or demands resulting from implementation of the Project. 11. Community Preservation Act Awareness. Prior to beginning work on this project, Recipient agrees to post, in an appropriate location that is mutually acceptable to the parties, a sign stating, "This project funded in part by the citizens of Northampton through the Community Preservation Act." Recipient shall also identify that the Project was funded through the City of Northampton Community Preservation Act in its written materials about the Project, including press releases, brochures, etc. The Community Preservation Committee will provide the Recipient a sign prior to disbursing CPA funds. 12. No Assignment. Recipient may not assign this Grant Agreement without prior written agreement by the City of Northampton. 13. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto, and may be amended only in writing executed by both the City of Northampton and the Recipient. Signatory below acknowledges and avers that he/she has the authority to execute this Agreement on behalf of Recipient.