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Independent Housing Solutions CPA Grant Application.pdf1 COMMUNITY PRESERVATION GRANT APPLICATION I: Project Information Project Title: Housing the Disabled Homeless Project Summary: Despite being homeless for over a decade or more, multiple persons in Northampton and the Pioneer Valley have been unable to find permanent housing due to mechanical disabilities. There is an absolute paucity of ADA housing units that accept subsidies (aka housing vouchers) in this region. The upcoming sale of the 5 Franklin Street Building (a former nursing home) can change that. Independent Housing Solutions, Inc. is requesting funding for partial assistance with the acquisition of the 5 Franklin Street property and full assistance with updates that will restore the building’s historic purpose: providing a home for people who need assistance. The building would house 16 medically complex houseless individuals. Contemporary equipment would be installed to help occupants meet their specialized needs. All occupants will be selected via the Coordinated Entry System for the region and all occupants will meet all, or most, of the following criteria: - Are chronically homeless - Utilize emergency and hospital services frequently - Have mechanical disabilities or extremely complex medical needs - Are extremely vulnerable in the community - Are at high risk of death due to inappropriate housing - Are mechanically disabled Unlike a 24-hour nursing facility, this building would provide ultra-supported, but independent, permanent housing. Occupants enjoy the basic freedoms that many non- disabled people take for granted: - Privacy - The ability to eat what they want and when they want - Coming and going when they please - Control over their daily routines - Autonomy to make an infinite number of choices where the outcome is in line with the person’s wishes (as long as the result is not destructive or disruptive to the building, other occupants of the building, and the community) Similar to a 24-hour nursing facility, each occupant will receive services from the list below, depending on their individualized needs: - Visiting nursing services (via MassHealth and/or Medicare) - Personal care attendant services (via MassHealth and/or Medicare) 2 - Hot & prepared meal delivery (via Manna Community Kitchen) - Grocery delivery/pick-up (via Northampton Survival Center) - Weekly on-site Medical Visits (via Health Services for the Homeless / Dr. Bossie) - Case management support (Under negotiation) - Money Management Services (Independent Living Solutions) The model of care listed above was implemented in Florence from 2017 to 2021, with excellent results. This project seeks to amplify and expand this initial successful program. Independent Housing Solutions will assist in the housing process for qualifying candidates, building maintenance, cleaning of common spaces, coordination of services for occupants (listed above), and ensure timely rental payments for all occupants housed in the building. Estimated start date: _12/1/2021____ Estimated completion date:__2/1/2021 ___ CPA Program Area (check all that apply): [ ] Open Space [x] Historic Preservation [X] Community Housing [ ] Recreation II: Applicant/Developer Information Contact Person and or/primary applicant: Dr. Jessica Bossie Property Owner (if applicable): In Transition Organization (if applicable): Independent Housing Solutions Mailing Address: 1268 Burts Pit Road, Florence, MA, 01062 Daytime phone #: 503-347-2486 Fax #: 413-585-1321 E-mail address & Website: jbossie@springfieldhshhc.org III: Budget Summary Total budget for project: Total: $1,714,000 CPA funding request: Total: $952,000 CPA request as percentage of total budget: 55.5 % Applicant’s Signature: ____________________________ Date Submitted: ____________________________ 9 / 17/ 2021 3 QUESTION AND ANSWERS 1. Project location, including address and parcel number: a) 5 Franklin Street, Northampton, MA 01062 b) Parcel Number NHAM-000031A-000035-000001 2. What Community Preservation criteria – both general and program-area specific – does this project meet? General Criteria: This project meets two General CPA criteria. First, and foremost, our goal is to house our community members. Our project fills a specific and completely unmet need to provide ultra-supported, yet independent, housing for disabled individuals suffering from lack of housing. In addition, we are taking a building in a beloved neighborhood and restoring it to its historic purpose, providing a home to individuals with specialized needs. According to historical documents (attached) The 5 Franklin Street Building served as the Pine Rest Nursing Home from 1966 – 1993, serving as a supportive facility for 27 residents in need of “round-the-clock” care. The facility is described as busy, with lots of neighborhood traffic. In 1993 the building was repurposed to medical offices. It has changed hands on occasion and is currently owned by Viability for office space. Independent Housing Solutions hopes to revitalize the residential potential of this space, while retaining the calm and quite of the current neighborhood. This will be accomplished by housing a reduced number of individuals (just 16 from the prior 27) who live independently with support visiting during regular business hours. Program Specific Criteria: A) Contributes to the preservation of Northampton’s unique character, boosts the vitality of the community, and enhances the quality of life for its residents More recently there has been a significant increase in the presence of houseless individuals in Northampton. They loiter in parks, line the sidewalks, and are a constant feature on the steps of City Hall. The housed residents of Northampton are distressed by disruptive behaviors of their unhoused neighbors. In turn, the unhoused neighbors, are upset by lack of ADA and supportive housing in the region. This project solves both parties’ needs. Together we can restore a sense of dignity, civility, and respect to both our houseless neighbors and to our neighborhoods. B) Serves under-served populations Independent Housing Solutions is partnering with Durai Rajasekar, owner of River Valley Rest Home in Florence, and Dr. Jessica Bossie to bring this project to fruition. Mr. Rajasekar and Dr. Bossie have worked together to provide housing to medically complex homeless 4 individuals for the last 4 years. While successful with many clients, the two discovered a significant housing disparity for low-income individuals. According to The Genworth Cost of Care Survey in 2018, the national median cost for assisted living per month is $4,000. The average income of the residents on the list for housing at the 5 Franklin Street Project is $912 per month. Neither MassHealth nor Medicare pay for any of the costs of assisted living. This combination of factors has left countless semi-disabled individuals without an appropriate option for housing. Unlike their wealthier neighbors, low-income individuals have only two options: a rest home or completely independent living. A rest home is a federally funded facility that provides 24-hr care to people who cannot afford assisted living. Of the two rest homes located across the Pioneer Valley (approximate 50 beds total) neither has wheelchair access. Despite this, both rest homes are constantly at full capacity, as the demand for rooms far exceeds the supply. The lack of ADA accessibility automatically eliminates wheelchair-bound individuals wishing to seek entry into either facility. These persons are severely underserved in this area and many sleep on the streets and have recurrent hospital admissions. The clients who can physically enter a rest home, receive only $73 of spending money per month out of their awarded social security benefits (again, averaged at about $912 per month). This amount is a government mandate for all occupants who move into a ”Federal Living Arrangement” otherwise known as a “rest home”. The remainder of the tenant’s Social Security dollars are given to the facility itself to provide 24-hour care. Importantly, many individuals in rest homes do not actually require 24-hour supervision or care. Most can do most, but not all, of their activities of daily living. Therefore, clients quickly leave these facilities and many return to homelessness, so they can have access to more of their income and control of their daily routines. Mr. Rajasekar has seen this scenario at the Rest Home countless times. Dr. Bossie, as the area’s Homeless Medicine Doctor, has cared for multiple of the failed rest home admissions, both the wheelchair-bound and semi-able. She has worked with these people on the streets, in the shelters and (eventually, when they obtain the only other housing option available), in their home, where the live completely independently, without any supportive services. Unsurprisingly, these residents need constant help and intervention to avoid eviction, maintain appropriate self-care, avoid hospitalization, and to stay alive. Over the 4 years working together it has been abundantly clear to both Mr. Rajasekar and to Dr. Bossie that a middle ground is desperately needed. Independent Housing Solutions’ only goal is to create this solution for low-income and houseless people. When successful, Independent Housing Solutions plans to expand this type of housing model to benefit many underserved populations, such as individuals with intellectual disabilities, brain injuries, or aging persons who cannot afford the exorbitant costs of independent living. 5 C) Demonstrates a high benefit/cost value: The cost savings of this project cannot be overstated. Please see the attached letter from the Director of the Emergency Department of Cooley Dickinson. In his letter, Dr. Redwood describes his frequent interactions with just a few of the high utilizers that will be housed at the 5 Franklin Street Project. Dr. Redwood and Dr. Bossie have attempted countless care plans for these high-utilizers. All failed to due lack of stable supportive housing. These individuals’ ED visits number in the hundreds every year. Simply stated, this means they are in the hospital or Emergency Room every third or fourth day. Nearly always, they are brought by an ambulance. Most of these Emergency Room visits can be prevented by stable, ultra-supported, housing. The City of Northampton, The State, and Country (because these individuals are on Medicare) will all benefit financially from this project. Please note, that all individuals portrayed above have had periods of stability. During these times, their ED visits and hospital admissions were either reduced or non-existent for months at a time. D) Leverages additional public and/or private funds, or demonstrates that other funding sources are not readily available or sufficient Please see below. This project has private funding in the amount of $699,000. This number does not include the housing vouchers that will be used to sustain the program indefinitely and supply first and last months rent to tenants. Nearly all operating costs are E) Can be implemented expeditiously and within budget: Our timeline is below. We have sought multiple quotes for the design and build-out of this project. We were able to save $17,000 by contacting with the original architect from the last renovation of 5 Franklin Street. The above building budget is at the top end of our quote. We chose to select the top of the budget due to extreme fluctuations in the market due to the current COVID 19 Pandemic. We guarantee we will be able to make this budget and hope to have enough funding left over to install the solar panels mentioned below. F) Places high value on sustainable, ecologically responsible, energy-conserving structures, locations, and materials; demonstrates that the project minimizes the ecological footprint Independent Housing Solutions is seriously committed to environmental sustainability. We The 5 Franklin Property has a flat roof with excellent solar potential. The current roof is a “rolled roof” and has a 10-20 year life span. Independent housing solutions’ aim is to both replace the roof and install solar panels. Due to COVID-19, material supply costs are both high and extremely variable. Independent Housing Solutions commits to apply any remaining money from the building improvement allotment to install solar panels on the roof. If we are unable to install a solar panel system, we would organize a fundraiser to do so. 6 In addition to solar, panels each floor will have a designated space for “trash”, comingled recycling, and a bin for “redeemables”. Bottles and cans that are appropriately disposed of in the latter bin will returned for the redeemable value and put in a “fun-fund” for residents. These funds will be used to update or replace items in the “fun room” (TV, video games, board games, etc). 3. What specific guarantees will assure the long-term preservation of the project? A) Business Structure: The formal business arrangement between Independent Housing Solutions and Reliance Holdings Corporation is designed specifically for long-term preservation of this project. We have created a formal Joint Venture between Independent Housing Solutions and Reliance Holdings Corporation. Reliance Holdings Corporation is owned by Durai Rajasekar (81% of shares) and Dr. Bossie (19% of shares). This holding company holds a large amount of private capital and is being used to as the entity to finance much of the property acquisition. Independent Housing Solutions, Inc (a 503c with Dr. Bossie as President) is responsible for all coordination of services rendered to tenants, grant funding, donations, and is responsible for all needed updates to the building. The 10% down payment being requested from CPA funds, will be controlled by Independent Housing Solutions. Any increases in equity that are a result of the building improvements (funded by the CPA Grant), are also controlled by Independent Housing Solutions. In the event that Reliance Holdings Company wishes to sell the 5 Franklin Street Property, Independent Housing Solutions has the right of first refusal to purchase the property. If Mr. Rajasekar wishes to sell Reliance Holdings Corporation, Dr. Bossie has the right of first refusal to purchase the shares. Independent Housing Solutions will pay rent to the Reliance Holdings Corporation at a fixed rate for 5 years-time. After five years, rent will be renegotiated, but cannot be increased beyond 5% of the original value. This ensures viability of the non-profit organization, which will retain revenue to invest in future housing projects. (Please see business plan) A legal partnership agreement stating the above terms is being drafted at this time. B) Housing Vouchers: Independent Housing Solutions has been in active conversation with both Community Action Pioneer Valley and the Department of Housing in Springfield, to obtain housing vouchers for our low-income occupants. These funds will ensure that the rent for each room is paid at an appropriate market rate, regardless of the tenant’s ability to pay. Please see the attached letters of support. This will ensure a consistent stream of income for the business plan (see below). 7 C) Experience: In addition to having a consistent source of funding, the project is being supported and run by trusted community organizations, such as Manna Community Kitchen and Health Services for the Homeless. Independent Housing Solutions has a Board of Directors that includes the following individuals:  Dr. Jessica Bossie (Health Services for the Homeless)  Durai Rajasekar (Owner of River Valley Rest Home)  Lee Anderson (Manna Community Kitchen)  Katie Miernecki (Former Director of Shelter and Housing for Service Net and current manager for HMR properties)  Sami Cunningham (Community Action Pioneer Valley) Together, the above individuals have more than 25 years of direct service with persons struggling with both houselessness and disability. As we have many times before, we will use this knowledge collectively to create individualized solutions for each client to ensure they remain housed. In addition, the above individuals have direct knowledge of our community members who could benefit from ultra-supported housing. This creates a consistent stream of tenants. When needed, all members of the board have had significant experience with fundraising events, drives, etc. We will work as a team to ensure the viability of this important project and the people that it houses. Lastly, Independent Housing Solutions, Inc. and Reliance Holdings Corporation are committed to adding a deed restriction to designate the 5 Franklin Street property as low-income housing. If we are able to specify the use as housing for homeless individuals, then we are also committed to that. The restriction(s) would be in place for a minimum of 10 years. 4. What community support does the project have? Explain the nature and level of the support. The Housing the Disabled Homeless Project has sparked considerable support throughout the entire region. The project has direct support from the following entities, many of whom have written letters (see attached). - Cooley Dickinson Emergency Department - Northampton Fire Department - Northampton Health Department - Friends Hampshire County Homeless Individuals - Manna Community Kitchen - Community Action Pioneer Valley - The City of Springfield Housing Department - Health Services for the Homeless - Greenfield Savings Bank 8 Independent Housing Solutions is holding a neighborhood meeting to discuss any concerns on Monday, September 20th from 5:30pm to 6:30pm at St. John’s Church. The meeting has been graciously organized by Tara Brewster, VP of Business Development at Greenfield Savings Bank, St. John’s Church, and Manna Community Kitchen. Independent Housing Solutions will be discussing plans to build a new 8-foot-fence and add arborvitae greenery that will surround the 5 Franklin property on two (or more) sides to mitigate noise and disturbances to the adjacent neighbors. We will also be discussing continuous video monitoring of the outdoor spaces and strict behavioral and curfew expectations of the tenants. 5. How will the success of this project be measured? Success of this project will be measured by the following: a) Business sustainability of Independent Housing Solutions (see business plan) b) Tenant Preservation of > 87.5% or greater c) Unit turn-over within 21 days of planned vacancy or 42 days of unplanned vacancy d) Biannual formal feedback from community partners, tenants, and neighbors 6. Is ongoing maintenance and upkeep required? If yes, please explain how this will be accomplished. The building is being updated to the fullest capacity at the start of the project. This includes a new fire suppression system, new asphalt, and a new roof. The building itself is in excellent condition and made of concrete blocking and steel. 7. Project Budget: Total budget for project: $ 760,000 (Building acquisition – see purchase and sale) $ 750,000 (needed building renovations and design changes, possible roof/solar) $ 63,000 (start up costs) $ 43,000 (update fire suppression system – see quote) $ 28,000 (specialized equipment for severely disabled occupants) $ 20,000 (legal and administrative costs) $ 20,000 (paving and driveway redesign for ambulance entry on Franklin Street) $ 15,000 (fencing) $ 15,000 (furniture for building, approximate costs) Total: $1,714,000 9 CPA funding request: $ 76,000 (10% of building acquisition) $ 750,000 (needed building renovations and design changes, possible roof/solar) $ 43,000 (update fire suppression system) $ 28,000 (specialized equipment for severely disabled occupants) $ 20,000 (legal and administrative costs) $ 20, 000 (paving and driveway redesign for ambulance entry on Franklin Street) $ 15, 000 (fencing) Total: $ 952,000 Independent Housing Solutions has obtained the following funding and support from other sources: - $76,000 for 10% down payment on building Reliance Holdings Corporation (see purchase and sale agreement) - $532,000 in financing for the building is being acquired by Reliance Holdings Corporation (under discussion with Greenfield Savings bank, see amortization schedule attached – final agreement to be provided) - Independent Housing Solutions is applying for housing vouchers, start-up costs, and funds for first and last months rent, for tenants through multiple resources including the following grant https://www.threecountycoc.communityaction.us/news-events - Purchase of furniture is being discussed with The Friends of Hampshire County Homeless. Commitment letter attached. - Manna Community Kitchen to provide prepared meals to 16 guests at no charge to Independent Housing Solutions - Health Services for the Homeless (Dr. Bossie) will provide medical care and case management support to Independent Housing Solutions at no cost - The Northampton Survival Center is available eight blocks away to provide free groceries to the clients Please See Business Proposal and Plan Attached 10 8. Multi-Year Funding: If the project is expected to continue over more than one year, or if bonding the project is anticipated, please provide annual funding requirements. No Multi-Year funding is expected. 9. Project Timeline: Explain the various steps of the project and when they will be completed. - Sept 17th submit grant proposal for CPA funding - Sept 20th Meet with neighbors to discuss the project - Sept 21st Submit Zoning Permit from the Building Department - Sept 28th submit application through the Planning and sustainability dept - Oct 28th Present to the planning and sustainability committee - 3rd week of November close on 5 Franklin Street Property - Dec 1st replace fire suppression system, build fence, pave driveway - December 15th start construction of rooms and replace windows - Jan 1st select 16 occupants using the Coordinated Entry list and complete all needed housing paperwork (obtain vital documents, complete CORI, secure housing vouchers, etc) - Jan 15th Fire inspections and needed building inspections - Feb 1st Grand opening - May 1st install new roof (possibly with solar panels) 10. Feasibility: List and explain all further actions or steps that will be required for completion of the project, such as environmental assessments, zoning or other permits and approvals, agreement on terms of any required conservation, affordability or historic preservation agreements, subordination agreements, and any known or potential barriers or impediments to project implementation. This proposal is being submitted during a global pandemic. All costs of goods and materials are unpredictable. For this reason we have used the high ends of quotes so that we can ensure we meet budget. Proposed Renovations for INDEPENDENT HOUSING SOLUTIONS, INC. 5 Franklin Street Northampton, Massachusetts This drawing is not intended nor shall it be used for construction purposes unless the Signed professional seal of a registered architect employed by Jody Barker, Architecture & Design, LLC is affixed in the space below. The Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. JO D Y B ARK E R, A.I.A. | Arch ite ctu r e + D e sig n, LL C 32 Willow Street Florence, Massachusetts 01062 cell: 617.216.5988 e: jodybarker.aia@gmail.com September 14, 2021 Site Plan Scale: 1" = 50'-0"SD0 0 10 20 30 40 50 FTFRANKLIN STREETELM STREET 5 Franklin Street55'118.02'14.43'89.15'74.07'109.9'30'16'34.36'87.08' Proposed Renovations for INDEPENDENT HOUSING SOLUTIONS, INC. 5 Franklin Street Northampton, Massachusetts This drawing is not intended nor shall it be used for construction purposes unless the Signed professional seal of a registered architect employed by Jody Barker, Architecture & Design, LLC is affixed in the space below. The Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. JO D Y B ARK E R, A.I.A. | Arch ite ctu r e + D e sig n, LL C 32 Willow Street Florence, Massachusetts 01062 cell: 617.216.5988 e: jodybarker.aia@gmail.com UP UP elevator MODELNUMBERTRADENAMEPRODUCTMATERIAL UP UP DW TVHVACWDWD computercomputer mop sink unexcavated unexcavated Proposed Basement Plan Scale: 1/8" = 1'-0"SD1 0 5 10 15 20 FT ElevatorMachine Room Storage TV Room Dining Area Kitchen Bath New walk-in tub Janitor's Closet Stair-2 Stair-1 StorageMechanicalClosetMechanical ClosetStorage Physician's Office Nurse's Station Laundry Room ±14'-2"±9'-11"±5'-7"±13'-2" ±8'-10"curtain & rodSeptember 14, 2021 Proposed Renovations for INDEPENDENT HOUSING SOLUTIONS, INC. 5 Franklin Street Northampton, Massachusetts This drawing is not intended nor shall it be used for construction purposes unless the Signed professional seal of a registered architect employed by Jody Barker, Architecture & Design, LLC is affixed in the space below. The Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. JO D Y B ARK E R, A.I.A. | Arch ite ctu r e + D e sig n, LL C 32 Willow Street Florence, Massachusetts 01062 cell: 617.216.5988 e: jodybarker.aia@gmail.com elevator DN UP DN UP UP DN HVAC full fullfullfloordrain floordrain new adj.showerhead &controlsnew hosebibbMODELNUMBERTRADENAMEPRODUCTMATERIAL new hosebibb fullfull fullfullfull floordrainnew hosebibbDN Proposed 1st and 2nd Floor Plans Scale: 1/8" = 1'-0"SD2 0 5 10 15 20 FT Stair-2 Stair-1 ADA Shower Room ADA Restroom Restroom Trash First floor plan illustrated. Second floor plan, similar. ADA #1 ADA #2 ADA #3 ADA #4 ADA #5 ADA #6ADA #7ADA #8 closetclosetclosetcloset closet closetcloset ±9'-0"±9'-0"±9'-0" ±16'-4"±11'-4"±9'-0"±8'-6"±9'-0"±13'-0"±16'-0"curtain & rod Bottle filling station w/ ADA cooler ±16'-0"closetSeptember 14, 2021 P.O. Box 60398 • Florence, MA 01062 www.hamphomeless.org Community Preservation Committee Northampton City Hall 210 Main Street Northampton, MA 01060 September 14, 2021 Dear Community Preservation Committee: I am writing to express our enthusiastic support for the rapid rehousing facility being planned by Independent Housing Solutions, and to urge the committee to support this project. There is a shortage of this general kind of housing overall, and an even more urgent need for units to rehouse individuals with multiple challenges, which this program addresses. The project leader, Dr. Jessica Bossie, has extensive experience working with this population, and is highly respected by homeless individuals and service providers alike. Dr. Bossie’s commitment is contagious. She has assembled a coalition of local nonprofits to collaborate with the project, thereby leveraging more resources to build & sustain it. The Friends believes this kind of collaboration is a key to moving forward on challenges like this. We are pleased to be part of this initiative, providing the furnishings and appliances for the building, and ongoing supplies of various kinds. We urge you to grant this funding request which will help fill a serious gap in housing and services for the homeless in our city. Sincerely, Rick Hart President, Friends of Hampshire County Homeless Individuals INDEPENDENT HOUSING SOLUTIONS INC. 1 INDEPENDENT HOUSING SOLUTIONS BUSINESS PLAN INDEPENDENT HOUSING SOLUTIONS INC. 2 EXECUTIVE SUMMARY  The Objective: To end homelessness, permanent affordable housing is needed. With the support of neighborhoods, The City, cooperation among service agencies, a new kind of supportive housing is possible. Independent Housing Solutions is based on the notion that individuals experiencing houselessness need both housing and supports why they faced homelessness in the first place. We expand on the “Housing First” model by also considering what comes second, third, etc. In lieu of proving just a roof, we provide an array of on-site services that will allow the person to stay housed. More importantly, we careful consider the individual needs of each client and match them with a living situation where they will be successful. We are dedicated to building a vibrant community for both those entering housing and their neighbors.  Mission Statement: Our core purpose is to provide life-stabilizing, affordable, permanent housing with support services for people who live on limited incomes. By offering a model of excellence in high quality housing and services, our vision is to become a permanent institution serving Northampton’s most vulnerable citizens. We pursue our mission of neighborhood revitalization by providing clean, safe, and affordable housing; managing public spaces; and administering supportive services. We recognize the need for all people to be seen, heard, and treated in a way that celebrates their individuality. We will practice self-awareness, acting in a way that ensures staff, neighbors, and residents are respected, supported, and given the guidance needed for the community to reach its’ full potential.  Markets, Products and Services: We are committed to restoring a sense of dignity, civility, and respect to a population that has been habitually ignored and forgotten. Independent Housing Solutions is the only organization in Northampton that will provide the full continuum of housing; Emergency, Transitional, and Permanent Supportive Housing (PSH) in private units. In conjunction with our housing, we will provide a wide array of supportive services including food services, case management, information and referrals, transportation, community events, and more. Independent Housing Solutions has partnered with Manna Community Kitchen to feed the homeless. Manna Community Kitchen is a Northampton based non-profit organization dedicated to ending starvation while providing opportunities to enrich the mind, body, and spirit of the Northampton homeless community  Key Participants and Management Team: o Dr. Jessica Bossie (Health Services for the Homeless) o Durai Rajasekar (Owner of River Valley Rest Home) o Lee Anderson (Manna Community Kitchen) o Katie Miernecki (Former Director of Shelter and Housing for Service Net and current manager for HMR properties) o Sami Cunningham (Community Action Pioneer Valley) INDEPENDENT HOUSING SOLUTIONS INC. 3 OPERATIONAL STRUCTURE  Market Focus: People who are sleeping in places not meant for human habitation, such as cars, parks, sidewalks, and abandoned buildings or in emergency shelters. People with low income or lack the resources and support networks needed to obtain access to housing  Staff: Our diverse and multi-cultural staff includes formerly homeless individuals, residents, and community members whose history and life experiences are a source of inspiration. With over 3 years of experience in this industry we have a unique insight into the needs of our community and work diligently to anticipate and address those needs with an array of innovative, culturally appropriate, and effective services.  Expected Returns: Social return on investment (SROI) should be considered for measuring social and environmental value, not currently reflected in conventional financial accounts, relative to the resources invested. Hundreds of thousands of dollars spent on ambulance transportation, Emergency Room visits, jails, skilled nursing facilities, and justice system resources will be saved. A recent study done in the state of Maine is attached.  SROI measures change in ways relevant to the people or organizations that experience or contribute to it, assigning monetary values to represent social, environmental, and economic outcomes. As a result, this valuation produces a ratio of benefits to costs or investments (inputs). For example, a ratio of 3:1 indicates that every $1 delivers $3 of social value.  We will eliminate or reduce the following for our tenants: o High health care utilization o Frequent experiences of violence, exploitation, conflict, and abuse o Mental health decompensation o Substance use and relapse o Physical health issues o Experiences of trauma o Unplanned pregnancies o Encounters with the justice system  A change in living-area square footage increases the appreciation by approximately 23 percent. Adding beds or baths increases the growth rate by approximately 15 percent. The average gain associated with an increase in effective year built is approximately 6 percent, although this may understate the full value of a property renovation. <May be too complicated for them to understand ROI and will remove> We are not Housing Developers, we are a Community Builders INDEPENDENT HOUSING SOLUTIONS INC. 4 Project 1 - Housing the Disabled Homeless  Location: The building on 5 Franklin Street is located opposite to Smith college, next to a bus stop, crosswalk and walking distance to the downtown Northampton using sidewalk.  The Opportunity: For past 4 years, River Valley Rest Home owner Mr. Rajasekar and Homeless Medicine Doctor, Jessica Bossie, have tried to accommodate many people in the rest home and failed due to the restrictions and financial commitment. Without a handicapped access ramp, the rest home cannot admit the people in wheelchairs. Many occupants do not wish to share a room with a person who may be disabled or have behavioral health issue. Since the primary rent for the rest home is sourced from social security, the rest homes cannot build fancy private rooms like private assisted living homes. So, we started exploring the options to house these residents in a different setting than letting them go homeless and found the right building with the support we needed.  The Solution: With homelessness at an all-time high, the renovated commercial office building on 5 Franklin Street will be a critical source of housing to homeless experiencing marginalization and vulnerability on multiple fronts. Our debut project focuses on individuals who are wheelchair dependent and have remained houseless due to paucity of ADA housing units in the region. Our Housing The Disabled Homeless project will create 16 beds of high-quality supportive housing and all units will be wheelchair accessible. All units will be filled with referrals from the regions’ Coordinated Entry System. Within this shared housing unit will be a generous array of spaces including an oversized communal kitchen, study areas, shared living & game rooms, laundry room, and private spaces to meet with support staff (medical and case mangers). The variety will allow both interaction and alone time for each resident. In addition to housing, IHS will provide all of the following service on site: In addition to housing, HIS will provide the following on-site services: o Hot meal delivery o Grocery delivery o Medical services o Mental health services o Substance abuse treatment o Case Management (help with transportation & logistical needs) o Personal care assistance o Assistance with money management o Employment assistance We can address housing needs for the following persons: o Houseless Individuals in wheelchairs o Houseless people with walkers o Medically complex individuals in shelters o People sleeping on the streets or living in their cars o Victims of abuse and domestic violence INDEPENDENT HOUSING SOLUTIONS INC. 5 Project Specifics: Tenant Selection: Occurs in accordance with the local Coordinated Entry System. Houseless clients on the top of the coordinated entry list (scoring a vulnerability index of 24 or higher) will be considered for entry into the 5 Franklin Street complex. The Coordinated entry system operates considers risk of death as primary factor in allocating vouchers, so individuals in need of hospice, wheelchair dependent individuals, clients with tri-morbidity, and those who are walker dependent will be strongly considered. Independent Housing Solutions celebrates all people and does not discriminate on any basis. Rules: All occupants of buildings operated by Independent Housing Solutions will be expected to adhere to guidelines to improve the overall quality of housing for both tenants and neighbors. These include: - Quiet Hours (time tbd - A 10pm curfew Absolutely no, unless approved 14 days in advance by administrative staff. Approval will be on a case-by-case basis and will be for one event only. Each subsequent overnight must be approved. - A zero tolerance policy to violent or destructive behavior - Cleanliness standards of individual units and of common spaces - Room checks to ensure there is no evidence of additional occupants or unsanitary conditions - Cleaning In Addition to the above all occupants agree to: - An open release of two-way-communication between ALL on-site staff, including IHS staff, Manna Community Kitchen Staff, Dr. Bossie, case managers, etc. This will ensure that staff are able to openly discuss any supports needed to continually house the tenant. - 24 video monitoring of the external spaces - Possible addition of a security guard, if deemed necessary to enforce the above regulations - Video monitoring of common spaces, if deemed necessary - Drug and alcohol testing, if deemed necessary to ensure All tenants will be on a 6 month trial period for the start of their lease. This lease will not be renewed if the tenant is unable to adhere to the above guidelines. Other Details: - The facility will be cleaned and sanitized by a maintenance crew on a regular basis - The office will not be staffed 24-7, but will be occupied nearly daily by o ISH administrative staff o Health Services for the Homeless medical staff o Case Managers o Community Health Workers INDEPENDENT HOUSING SOLUTIONS INC. 6 STARTUP COST COST ITEMS DATE DUE BUDGET ACTUAL UNDER/UNDER ADMINISTRATIVE/GENERAL Licenses/Registration $1,500 Permits $1,500 Insurance $3,400 Attorney $3000 Architect $2,500 Training $1,000 Software (General) $500 Miscellaneous LOCATION/OFFICE Space Rental/Lease (first and last month deposit) $10,000 Equipment (cameras and motion sensitive flood lights) $2,500 Telephone, internet and cable TV Set up $1,500 Furniture $15,000 Medical Equipment $28,000 Hardware $2,000 Software (EHR, EMR, Office) $5,000 Installation Fees $1,500 Start Up Inventory (Food, medications, cleaning supplies, Sanitizers, toiletries) $5,000 Nurse Supplies (gloves, Masks, Etc.) $1,500 Miscellaneous $1,000 MARKETING Logo, branding, website $1,200 Advertising/listing fees $500 Printed Marketing materials $500 Internet/Web marketing $1000 Open House $500 Networking events $1,000 Miscellaneous LABOR EXPENSES Payroll $5.000 Training $1.000 Miscellaneous OTHER Miscellaneous (Contingency reserve/launch party/etc.) $500 ESTIMATED START-UP BUDGET $63,306 INDEPENDENT HOUSING SOLUTIONS INC. 7  SWOT Analysis: STRENGTHS  Excellent Community Network  Strong Support from Housing Voucher Entities  Alliance with MANNA Community Kitchen  Health Services for the Homeless  Robust referral processes WEAKNESSES  Novel concept  Working with individuals who lack life skills  Paucity of case managers to partner with in the region  Funding is subject to political and government allocations OPPORTUNITIES  Expand to other target underserved populations  Dept. of Health grant- Multiple health improvement projects  Better community outreach  Expand to other target underserved populations  Training Opportunities THREATS  Challenging behaviors of tenant population  NIMBY  Increasing cost of living  Stigma and preconceptions associated with houseless persons SWOT Starting cash on hand ($50,000.00)Starting date Feb 2022 Cash minimum balance alert ($2,000.00) Feb 2022 Mar 2022 Apr 2022 May 2022 Jun 2022 Jul 2022 Aug 2022 Sep 2022 Oct 2022 Nov 2022 Dec 2022 Jan 2023 Total Cash on hand (beginning of month)($50,000.00)($57,254.00)($63,108.00)($67,462.00)($75,416.00)($81,070.00) ($84,724.00)($92,278.00)($97,932.00) ($101,586.00)($109,840.00)($115,694.00) Income Rent / Voucher ($13,104.00)($13,104.00)($13,104.00)($13,104.00)($13,104.00)($13,104.00) ($13,104.00) ($13,104.00) ($13,104.00) ($13,104.00) ($13,104.00) ($13,104.00) ($157,248.00) Grant ($-  ) Collections on accounts receivable ($-  ) Interest, other income ($-  ) Loan proceeds ($-  ) Owner contributions ($-  ) Other receipts ($-  ) Total Cash Receipts ($13,104.00)($13,104.00)($13,104.00)($13,104.00)($13,104.00)($13,104.00) ($13,104.00) ($13,104.00) ($13,104.00) ($13,104.00) ($13,104.00) ($13,104.00) ($157,248.00) Total Cash Available ($63,104.00)($70,358.00)($76,212.00)($80,566.00)($88,520.00)($94,174.00) ($97,828.00)($105,382.00)($111,036.00)($114,690.00)($122,944.00)($128,798.00) Expenses Advertising ($100.00) ($100.00) ($100.00) ($100.00) ($400.00) Commissions and fees ($-  ) Contract labor - House Keeping ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($2,400.00) Employee benefit programs ($-  ) Insurance (other than health)($2,000.00) ($2,000.00) ($2,000.00) ($2,000.00) ($8,000.00) Interest expense ($-  ) Materials and supplies (in COGS)($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($6,000.00) Meals and entertainment ($100.00) ($100.00) ($100.00) ($100.00) ($100.00) ($100.00) ($100.00) ($100.00) ($100.00) ($100.00) ($100.00) ($100.00) ($1,200.00) Mortgage interest ($-  ) Office expense ($-  ) Other interest expense ($-  ) Pension and profit-sharing plan ($-  ) Purchases for resale ($-  ) Rent or lease ($-  ) Rent or lease: vehicles, equipment ($-  ) Repairs and maintenance ($1,000.00) ($1,000.00) ($1,000.00) ($1,000.00) ($4,000.00) Office Supplies ($50.00) ($50.00) ($50.00) ($50.00) ($50.00) ($50.00) ($50.00) ($50.00) ($50.00) ($50.00) ($50.00) ($50.00) ($600.00) Real Estate Taxes ($3,000.00) ($3,000.00) ($3,000.00) ($3,000.00) ($12,000.00) Travel ($-  ) Utilities - Gas ($500.00) ($500.00) ($500.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($500.00) ($500.00) ($500.00) ($4,200.00) Utilities - Electricity ($500.00) ($500.00) ($500.00) ($800.00) ($1,200.00) ($1,200.00) ($1,200.00) ($1,200.00) ($1,200.00) ($500.00) ($500.00) ($500.00) ($9,800.00) Utilities - Trash Removal ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($200.00) ($2,400.00) Utilities - Water / Sewer ($200.00) ($200.00) ($200.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($200.00) ($200.00) ($200.00) ($4,200.00) Wages (less emp. credits)($2,000.00) ($2,000.00)($2,000.00)($2,000.00)($2,000.00)($2,000.00) ($2,000.00) ($2,000.00) ($2,000.00) ($2,000.00) ($2,000.00) ($2,000.00) ($24,000.00) Snow removal ($1,000.00) ($500.00) ($500.00) ($1,000.00) ($3,000.00) Payroll expenses and Tax ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($500.00) ($6,000.00) Other expenses ($-  ) Miscellaneous ($-  ) Subtotal ($5,850.00) ($7,250.00) ($8,750.00)($5,150.00) ($7,450.00) ($9,450.00) ($5,550.00) ($7,450.00) ($9,450.00) ($4,850.00) ($7,250.00) ($9,750.00) ($88,200.00) Loan principal payment ($-  ) Capital purchases ($-  ) Other startup costs ($-  ) To reserve and/or escrow ($-  ) Owners' withdrawal ($-  ) Total Cash Paid Out ($5,850.00) ($7,250.00) ($8,750.00)($5,150.00) ($7,450.00) ($9,450.00) ($5,550.00) ($7,450.00) ($9,450.00) ($4,850.00) ($7,250.00) ($9,750.00) ($88,200.00) Cash on hand (end of month)($57,254.00)($63,108.00)($67,462.00)($75,416.00)($81,070.00)($84,724.00)($92,278.00) ($97,932.00)($101,586.00)($109,840.00)($115,694.00)($119,048.00) Other Operating Data Sales volume (dollars) Accounts receivable balance Bad debt balance Inventory on hand PROFIT AND LOSS ASSUMPTION Year 1 Year 2 Year 3 Year 4 Year 5 Annual cumulative price (revenue) increase 0.00% 1.00% 2.00% 3.00% 4.00% Annual cumulative inflation (expense) increase 0.00% 1.00% 2.00% 3.00% 4.00% INCOME Year 1 Year 2 Year 3 Year 4 Year 5 Revenue Annual Housing vouchers for 16 / Month 157,248.00$ 158,820.48$ 161,996.89$ 166,856.80$ 173,531.07$ Total revenue 157,248.00$ 158,820.48$ 161,996.89$ 166,856.80$ 173,531.07$ Cost of Sales Annual Housing vouchers for 16 / Month - - - - - Cost of goods sold - - - - - Gross Profit 157,248.00 158,820.48 161,996.89 166,856.80 173,531.07 Non-Operation Income Rental - - - - - Interest income - - - - - Loss (gain) on sale of assets - - - - Other income (specify)- - - - - Toatal Non-Operation Income - - - - - TOTAL INCOME 157,248.00 158,820.48 161,996.89 166,856.80 173,531.07 EXPENSES Operating expenses Sales and marketing 400.00 404.00 412.08 424.44 441.42 Insurance 8,000.00 8,080.00 8,241.60 8,488.85 8,828.40 Payroll and Payroll Tax 30,000.00 30,300.00 30,906.00 31,833.18 33,106.51 Property taxes 12,000.00 12,120.00 12,362.40 12,733.27 13,242.60 Maintenance, repair, and overhaul 4,000.00 4,040.00 4,120.80 4,244.42 4,414.20 Utilities 23,600.00 23,836.00 24,312.72 25,042.10 26,043.79 Administrative fees 300.00 303.00 309.06 318.33 331.07 Interest expense on long-term debt 35,075.82 34,084.13 33,032.93 31,918.67 30,737.54 Rent / Lease - - - - - Total operating expenses 113,375.82 113,167.13 113,697.59 115,003.27 117,145.53 Non-Recurring Expenses Unexpected Expenses - - - - Other expenses - - - - - Total Non-Recurring Expenses - - - - - Independent Housing Solutions PROFIT AND LOSS PROJECTION TOTAL EXPENSES 113,375.82 113,167.13 113,697.59 115,003.27 117,145.53 TAXES Income Tax 22,675.16 22,633.43 22,739.52 23,000.65 23,429.11 Other Tax (specify)- - - - - TOTAL TAXES 22,675.16 22,633.43 22,739.52 23,000.65 23,429.11 NET PROFIT 21,197.02 23,019.93 25,559.78 28,852.88 32,956.43 Office of Housing 1600 East Columbus Ave Springfield, Ma 01103 Phone: 413-787-6500 Fax: 413-787-6515 CITY OF SPRINGFIELD SPRINGFIED, MASSACHUSETTS September 10, 2021 CPA Funding Selection Committee Northampton, MA To the Northampton CPA Funding Selection Committee, I am pleased to support the application from Independent Housing Solutions for funding to assist with the purchase and rehabilitation of the property at 5 Franklin Street, to be used to provide permanent suportive housing for vulnerable chronically homeless individuals. I am writing as the administrator of the Hampden County Countinuum of Care (CoC) to convey the need for the project and the CoC’s willingness to partner in creating its success. I am also a resident of Northampton and want to convey my enthusiastic support for a project which provides such an innovative and long-term response to street homelessness in the city. The role of the CoC is to provide the housing response to homelessness and the Hampden County CoC has long used targeted permanent supportive housing as the solution for people whose disabilities and health challenges leave them with little income and many barriers to accessing other types of housing. We recognize that this is the only type of housing that is successful in assisting some people to end their homelessness. Repeated studies have found that unsheltered homelessness is, contrary to what you might expect, extremely expensive for communities. Unsheltered homelessness has costs related to policing, emergency medical response, hospitalizations and jail time, and community clean-up and public health measures. As the public dialogue in Northampton makes clear, street homelessness can also impact a community’s small businesses and economic well-being. The cost of providing supportive housing is very small in comparison to the cost of doing nothing. Despite the great need for permanent supportive housing, it is challenging to develop. It requires the development entity to coordinate three streams of funding: capital for purchase and rehabilitation, ongoing income through rental support for tenants with no or very low income, and ongoing supportive services. Independent Housing Solutions has assembled an impressive project at 5 Franklin Street, with a rich array of committed supportive services. Further, this is a time when there is availability of rental assistance support for this type of project. Congress has made available Emergency Housing Vouchers to assist people in ending their homelessness, housing authorities have been making other resources available, and the MA Department of Public Health has recently made available subsidies + services for homeless individuals in Western Massachusetts. The Hampden County CoC coordinated entry system controls a number of these resources—specifically, 70 Emergency Housing Vouchers, 15 regular section 8 vouchers (annually) from the Holyoke Housing Authority, and 20 supportive housing subsidies + services provided by DPH to River Valley Counseling Center. The CoC is dedicating all of these housing subsidy resources to highly vulnerable chronically homeless individuals who will need to find appropriate housing units in the community. The project at 5 Franklin Street will be an excellent match for some of these individuals. During the pandemic, a number of Northampton area chronically homeless individuals were sheltered in state-funded hotel shelters in Holyoke, and the Hampden County CoC is working with this population to house them, and dedicating housing subsidy resources to them. I am confident that the population we will provide vouchers to has considerable overlap with the population that Independent Housing Solutions will house at 5 Franklin Street. Therefore, I believe that Hampden County CoC housing voucher resources can assist in providing the necessary rental support to make the project viable and sustainable over the long-term. With services and sources of rental assistance identified, the missing piece for this project is adequate capital to purchase and rehabilitate the building. I urge the Northampton CPA Funding Selection Committee to fill this gap and make this project happen. Sincerely, Geraldine McCafferty Director of Housing A Tradition of Building Satisfaction, Since 1986 70 Old South Street, Northampton, Massachusetts 01060 413.586.8998 barronandjacobs.com Ballpark Estimate Raj Administrator Raj@RiverValleyRestHome.com Mobile: (508)981-1331 Phone: (413)584-3776 Dr. Jessica Bossie Taylor-Weiss Jessica.TaylorWeiss@gmail.com Mobile: (503)347-2486 Phone: (413)337-9100 Location Site Address 5 Franklin Street Northampton, Ma.01060 The figures below are a rough approximation of the value pertaining to the scope of work necessary to convert the current use of 5 Franklin Street, from offices to a R-3 type facility. Please note this approximation figure is essentially a placeholder used solely for the purpose of moving forward with planning and not to be taken as an actual formal estimate. A partial non-scaled plan of existing wall locations and a preliminary proposal was provided to aid in our estimate along with the use of current numbers of similar projects in our system. Barron & Jacobs formal due process to produce a more accurate number has not yet been conducted therefore measurements or any exact quantity cannot be determined or assessed at this time. Therefore, these numbers should be treated as nothing more than estimates; they are not hard numbers. 9 Bathrooms (range 35k-45k ea.) 315k-405k (includes plumbing allowances) (ADA compliant applications) 1 Laundry Room 6200k Approx. 2,200 SF @ $154 SF -$338,800 Includes the following items below • Demo. Of existing walls, removal & disposal of debris • Framing new walls, new doors & window openings, grab bar blocking • Provide & install new doors & windows • Provide & install new drywall, skim coat and paint • Removal, modify and re-install drop ceiling • Electrical • HW systems • Code compliance plan for providing and installing all safety detector system. • Masonry work • New thresholds and flooring in areas applicable • Painting • Accessibility modifications compliant to current building code Does not include the fire suppression system or scope of work for the roof. Range for renovations $660k-$750k A Tradition of Building Satisfaction, Since 1986 70 Old South Street, Northampton, Massachusetts 01060 413.586.8998 barronandjacobs.com *In order to obtain a hard quote, you must first sign and return the Pre-Construction Deposit Agreement form to Barron & Jacobs with a check for the agreed deposit amount. (Typically, one percent of what we provided as a ballpark figure for the estimated job cost). Barron & Jacobs will then perform a site evaluation measuring existing conditions and producing AS IS / preliminary demolition and preliminary proposed plans that are paired with our hard estimate. See attached Doc. Named Pre-Construction Deposit Agreement. Fire Service Group Fire Protection Testing & Maintenance Provider MA License # 21832-A 1010 Thorndike Street MA License # SC 145974 Palmer, MA 01069 CT License # FRP 0041132-F1 _____________________________________________________________________ 1-888-279-8590 ⚫ Tel: 413-668-9100 ⚫ Fax: 413-213-6567 www.FireServiceGroup.com August 27, 2021 River Valley Rest Home 159 Pine Street Florence, MA 01062 Phone: (413) 584-3776 Email: raj@rivervalleyresthome.com Re: 5 Franklin Street (All New After Valve) – Northampton, MA Subject: Fire Sprinkler System Installation Dear Raj, Fire Service Group is a locally owned company offering a full line of fire protection services in the Southern New England region. Our professional and experienced team specializes in the installation and repairs of fire alarm and fire sprinkler systems, tenant fit-outs, design build projects, inspections, and 24-hour emergency service. Fire Service Group is one of the only privately-owned fire protection companies in the area performing all these services under one roof. FSG is pleased to present you with a proposal of Forty-Three Thousand Thirty-Seven Dollars ($43,037.00) to perform the following scope of work at the above referenced property: A. Our quotation is based on the following scope of work: 1. Sketch of floor plan as provided via email 2. Site visit conducted by Terry Hanechak of Fire Service Group on 8/24/21 3. Specifications design build (unless noted otherwise) 4. Obtain all necessary permits, including but not limited to; a) Fire sprinkler permit. 5. Sales tax 6. Starting our work at an existing flange left by others within the building and installing all new piping/protection within the building 7. Engineering services (drawings, calculations & narrative) 8. Adequate water supply 9. Adequate heat in all areas of the building protected by the wet fire sprinkler system 10. Wet sprinkler system is designed in accordance with NFPA #13 "Installation of Sprinkler Systems" 11. Installing brass upright sprinklers on exposed piping in all areas with exposed construction 12. Installing chrome semi-recessed pendent sprinklers in all areas with suspended ceilings 13. Pendent sprinklers will be installed in the center of the ceiling tile 14. Perform all system tests and inspections as required Fire Service Group 1010 Thorndike Street - Palmer, MA 01069 ⚫ Phone: 413-668-9100 ⚫ Fax: 413-213-6567 ⚫ www.fireservicegroup.com - 2- B. Exclusions: 1. Utility or alarm company shutdown fees (if any) 2. Removal/disposal of existing piping not being reused (will need to be completed by others) 3. Fire watch detail (if required) 4. Electrical work 5. Fire alarm work (available upon request as an extra) 6. Core drilling 7. Patching 8. Painting 9. Fireproofing/firestopping 10. Premium portion of overtime labor 11. Testing and flushing of underground piping installed by others Indemnity Each party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other party and its officers, directors and employees, from and against any and all third party damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses finally awarded by a court of competent jurisdiction for injury to or death of persons or damage to property (“Claims”) arising out of the Agreement, but only to the extent that such Claims are caused by the negligence or willful misconduct of the Indemnifying Party or its employees, agents, representatives or contractors. The party seeking indemnification under this Agreement (the "Indemnified Party") shall provide prompt written notice of, and furnish a copy of written communications relating to, any third party Claim covered hereunder to the Indemnifying Party. The Indemnifying Party shall have the right to assume exclusive control of the defense or settlement of, or other efforts to resolve such Claim. The Indemnified Party agrees to cooperate reasonably with the Indemnifying Party in connection with the performance by the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may engage counsel of its own choosing, at its own cost and expense. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party under this Agreement with regard to any settlement or compromise made without the Indemnifying Party’s prior written consent. Limitation of Liability To the extent permitted by law, the aggregate liability of Seller to Customer, whether in contract, tort (including negligence) or otherwise, will be limited to amount of payments received by Seller from Customer under the Agreement. The foregoing does not limit the liability of Seller for any injury to, or death of a person, caused by the gross negligence of Seller. Project Delays A party will not be in breach of this contract or be liable to the other party if it fails to perform or delays the performance of an obligation as a result of an event beyond its reasonable control including, but not limited to, strikes, industrial disputes, fire, flood, act of God, war, insurrection, vandalism, sabotage, invasion, riot, national emergency, piracy, hijack, acts of terrorism, embargoes or restraints, extreme weather or traffic conditions, temporary closure of roads, legislation, regulation, order or other act of any government or governmental agency. Notwithstanding anything else in this Agreement, neither party shall be liable for any indirect, liquidated, consequential, special or economic loss, cost liability, damage or expenses howsoever arising. Extra charges may be applied due to failure to coordinate necessary parties involved, completing scheduled alarm/utility company shutdowns, etc. Any damaged piping or sprinkler components caused by others during installation will be repaired on a time and material bases at an extra charge. Progress payments will be made for the work to be performed according to the following schedule: A. A deposit of 25% to be returned with signed proposal B. Monthly progress billings C. Final payment is due with 30 days of completion Due to the uncertainty of material prices we will be unable to honor this quotation after (21) days. Payment is due in full within (30) days upon invoice. Any payments not timely made will bear interest at the rate on 18% per annum. Fire Service Group 1010 Thorndike Street - Palmer, MA 01069 ⚫ Phone: 413-668-9100 ⚫ Fax: 413-213-6567 ⚫ www.fireservicegroup.com - 3- We thank you for the opportunity to quote and hope we may be of further service to you on this project. If you are in acceptance of these terms, please indicate so by signing below and return this document to our office as soon as possible so we may initiate material ordering and scheduling. If you have any questions or concerns, please feel free to contact me at: 413-668-9100 or by email at: terry@fireservicegroup.com Sincerely, Terry J. Hanechak Terry Hanechak Chief Estimator By signing below, I agreed to above terms and conditions of this proposal. Project: 5 Franklin Street (All New After Valve) – Northampton, MA AGREED: CUSTOMER: River Valley Rest Home SELLER: Fire Service Group LLC By: _________________________________ By:________________________________________ Printed Name: _________________________ Printed Name ________________________________ Date: ________________________________ Date: _______________________________________ 701439.1 PMM Comments Sept. 16, 2021 REAL ESTATE AGREEMENT AGREEMENT made this ______ day of September, 2021 (the “Effective Date”), by and between Viability , Inc., a Massachusetts non-profit corporation with a usual address of 60 Brookdale Drive , Springfield , Massachusetts (the "Seller"), and Reliance Holdings Corporation, with a usual place of business at 1 Reed Avenue, Westborough, Massachusetts, or its nominee (the "Buyer"). Preliminary Statement The Seller is the owner of a parcel of land, with improvements thereon, commonly known as 5 Franklin Street , Northampton , Massachusetts (the “Premises”). The Premises are also identified by the Northampton , MA. Assessors as Parcel 31A-035-001 The Premises are more particularly described in a deed recorded in the Hampshire County Registry of Deeds in Book 12583, Page 255 which is attached hereto as Exhibit “A” and made a part hereof. The Buyer desires to purchase the Premises from the Seller upon the terms and conditions hereinafter set forth and once purchased, to use the Premises for Supportive Housing (the “Intended Use”). In furtherance of the foregoing and in consideration of the mutual promises contained herein, the parties hereto agree as follows: 1.Sale of Premises. (a)The Seller agrees to sell the Premises to the Buyer and the Buyer agrees to purchase the Premises from the Seller, upon the terms and conditions hereinafter set forth. 2 00167.000/734592.9 (b)Included in the sale of the Premises is all of the Seller's right, title and interest in and to any land lying in the bed of any existing public highway, street, road or avenue in front of or abutting or adjoining the Premises or any portion thereof and all privileges, beneficial easements and restrictions, and other rights, of whatever nature, appurtenant to, in favor of or commonly enjoyed with the Premises. 2.Purchase Price for Premises and Payment of Purchase Price. (a)The Seller and the Buyer agree that the total purchase price for the Premises shall be Seven Hundred Sixty Thousand and 00/100 ($760,000.00) Dollars (the “Purchase Price”) . (b)The total Purchase Price for the Premises shall be payable as follows: (i)A deposit of One Thousand and 00/100 ($1,000.00) Dollars (the “Initial Deposit”), previously paid to Opal Real Estate Group, which is to be transferred to the Escrow Agent; (ii) A deposit of Thirty Thousand and 00/100 ($30,000.00) Dollars (the “Second Deposit” which together with the First Deposit, are collectively the” Deposit”), payable in cash or by certified check, cashier’s check or bank check upon the date of execution of this Agreement to Doherty, Wallace, Pillsbury & Murphy, P.C. in its capacity as escrow agent hereunder (the “Escrow Agent”), the receipt of which will be acknowledged by the Escrow Agent; and (ii)The balance of the Purchase Price for the Premises, Seven Hundred Twenty Nine Thousand and 00/100 ($729,000.00) Dollars, (subject to adjustment as provided herein) shall be payable by wire transfer of good funds to an account designated by Seller prior to the Closing on the Closing Date (as defined herein). 3 00167.000/734592.9 (c)The Deposit shall be held by the Escrow Agent in escrow during the period between the date of this Agreement and the Date of Closing, subject to the Buyer's right to receive the Deposit back from the Seller upon the terms and conditions set forth in this Agreement. The Escrow Agent shall place the Deposit in a non-interest-bearing account with a commercial or saving bank insured by the FSLIC or the FDIC. Concurrently with the execution of this Agreement Buyer hereby authorizes that the Deposit is to be held in a non- interest bearing account with the Buyer’s federal identification number. 3.Contingencies. (a) Buyer’s Right to Conduct Due Diligence /Land Use Analysis. The Seller and the Buyer agree that the obligation of the Buyer to proceed with its purchase of the Premises is subject to the due diligence ( the “Due Diligence”) and reasonable satisfaction of the Buyer with the results of reports with respect to the Premises, and its Intended Use , including the physical condition of the Premises (the “ Due Diligence Contingency”),and any improvements located at the Premises or any portion thereof for the purpose of assessing the following: (i)The structure and integrity of all structural and mechanical systems at the building, including without limitation the foundations, walls, roofs, floors and supports; (ii)The availability of utilities including water and sewer systems servicing the buildings, structures, and other improvements at the Premises; (iii)Any environmental issues including asbestos, above ground and/or underground storage tanks ; (iv)Such other reasonable Due Diligence by the Buyer including the impact of zoning, wetlands, restrictions on the Premises, all relevant laws and regulations on the Buyer’s intended use of the Premises and any other matters which the Buyer may want to investigate. The 4 00167.000/734592.9 Buyer shall obtain such reports (the “Due Diligence Reports”) at the Buyer’s sole cost and expense. Consistent with the foregoing, the Seller and the Buyer agree that in the event that the Buyer is not reasonably satisfied with the results of the Due Diligence Reports, the Buyer shall be entitled to terminate this Agreement by delivering written notice thereof (a “Due Diligence Termination Notice”) to the Seller on or before the date which is thirty (30) days from the Effective Date (time being of the essence) and then, subject to the provisions of Paragraph 3(d), upon the delivery thereof the Deposit shall be returned to the Buyer, this Agreement shall terminate and neither party shall have any further rights or liabilities hereunder. If the Buyer fails to deliver timely the Due Diligence Termination Notice on or before thirty (30) days from the Effective Date (time being of the essence), this contingency shall be deemed waived, and the Buyer shall perform its obligations pursuant to this Agreement. (b)Licenses and Permits. The Buyer and Seller agree the obligation of the Buyer to buy the Premises is also contingent upon the Buyer obtaining, on or before the date which is sixty (60) days from the Effective Date (time being of the essence), all necessary municipal and state approvals and permits ,including approval from the Mass. Department of Public Health (collectively, the “Permits and Approvals”), in order to undertake capital improvements and conduct its business at the Premises, including special permits, building permits, approvals and licenses . In the event that the Buyer is not satisfied with the results of its Permits and Approvals for any reason, the Buyer may, on or before sixty (60) days from the Effective Date (time being of the essence) terminate this Agreement by delivering written notice of termination (the “Permit Termination Notice”) to the Seller on or before the date that is sixty (60) days from the Effective Date (time being of the essence) and then, subject to the provisions of Paragraph 3(d), upon the delivery thereof the Deposit shall be returned to the Buyer, this 5 00167.000/734592.9 Agreement shall terminate and neither party shall have any further rights or liabilities hereunder. If the Buyer fails to deliver timely the Permit Termination Notice on or before sixty (60) days from the Effective Date (time being of the essence), this contingency shall be deemed waived, and the Buyer shall perform its obligations pursuant to this Agreement. So long as Buyer is diligently pursuing its Permits and Approvals , one (1) extension of thirty (30) days may be exercised by the Buyer by sending notice of the same to the Seller (the “Extension Option”). If the Buyer wishes to exercise the Extension Option, then Buyer shall send notice to the Buyer prior to the date which is sixty (60) days from the Effective Date. If the Extension Option is not properly exercised, the Extension Option shall be deemed waived, and the Buyer shall perform its obligations pursuant to this Agreement. (d) Financing. The Buyer and Seller agree the obligation of the Buyer to buy the Premises is also contingent upon the Buyer’s obtaining, on or before the sixty (60tsixty (60) days from the Effective Date (time being of the essence), a commercial loan commitment in the amount of Five Hundred Thirty Two Thousand ($532,000) Dollars in order to purchase the Premises upon terms and conditions that are satisfactory to the Buyer, in the Buyer’s reasonable discretion. Buyer shall use its reasonable commercial efforts to obtain such a commitment. In the event the Buyer is unable to obtain such a commitment on or before sixty (60) days from the Effective Date (time being of the essence), the Buyer shall be entitled to terminate this Agreement by delivering written notice thereof (the “Financing Termination Notice”) to Seller on or before sixty (60) days from the Effective Date (time being of the essence) and then, subject to the provisions of Paragraph 3(d), upon the delivery thereof the Deposit shall be returned to the Buyer, this Agreement shall terminate and neither party shall have any further rights or liabilities hereunder. If the Buyer fails to deliver timely the Financing Termination Notice on or before sixty (60) 60) day from the 6 00167.000/734592.9 Effective Date (time being of the essence), this contingency shall be deemed waived, and the Buyer shall perform its obligations pursuant to this Agreement. (d)Termination and Return of Deposit. In the event that this Agreement is terminated as a result of Buyer’s delivery on or before the Contingency Deadline Date (time being of the essence) of, a Due Diligence Termination Notice, a Permit Termination Notice or a Financing Termination Notice, in accordance with the foregoing provisions, then the foregoing provisions of this Paragraph 3 notwithstanding, (1) Buyer’s covenants which by their terms expressly survive the termination of this Agreement (including Paragraph 3(f) shall survive such termination and (2) if Buyer fails to restore the Property as required above (a “Buyer Failure to Restore”), Seller shall also have the right to offset from the Deposit the costs reasonably necessary to complete such restoration work, and if the Escrow is depleted, the Buyer shall be obligated to the Seller for the difference, which obligation shall survive the termination of this Agreement. (f) Indemnity. Buyer agrees (which agreement shall survive Closing or termination of this Agreement) to indemnify, defend, and hold Seller free and harmless from any loss, injury, damage (including damage to property or personal injury), claim, lien, cost or expense, including reasonable attorney’s fees and costs, directly arising out of (1) a breach of one or more of the foregoing agreements by Buyer in this Section 3 or in Section 16 in connection with the Due Diligence, Permits and Approvals, or otherwise or from the exercise by Buyer or its agents or representatives of the right of access under Section 3 or Section 16; and (2) Buyer’s or its agent’s inspection and investigation of the Premises or failure to comply with local, state or federal environmental laws and regulations; except to the extent caused by the gross negligence or tortious acts or omissions of the Seller, its agents, servants or employees. 7 00167.000/734592.9 (g) In the event that the Seller has evidence that the general public strongly opposes the grant of the Buyer’s Permits and Approvals and/or that Seller’s reputation could be damaged as a result of the Buyer’s Intended Use , then the Seller shall have the right to terminate this Agreement by providing the Buyer with a written notice of five (5) business days prior to the effective date of termination and the Deposit shall be immediately returned to the Buyer,. together with Buyer’s out of pocket costs which Buyer shall provide to Seller. 4.Deed. The Premises shall be conveyed by the Seller to the Buyer by a Quitclaim Deed conveying all of Seller’s right a good and clear record and marketable title thereto, free from all encumbrances except as follows (the “Permitted Encumbrances”): (i)Provisions of the local land use regulations of the City of Northampton and other applicable laws and regulations of any governmental authority in effect on the Date of Closing; (ii)Easements for the public utilities servicing the Premises, if any; (iii)Such taxes for the current fiscal tax year as are not due and payable on the Date of Closing, which shall be adjusted as set forth in Paragraph 10 below; (v)Any liens for municipal betterments assessed after the date of closing and/or orders for which assessments may be made after the date of closing. (vi)Restrictions and easements of record, if any, which do not materially affect the Intended Use . Any matter or practice arising under or relating to this Agreement which is the subject of a Title Standard or Practice Standard of the REBA shall be governed by such standard to the 8 00167.000/734592.9 extent applicable. Without limitation of any other provisions of this Agreement, and except with respect to Permitted Encumbrances, said Premises shall not be considered to be in compliance with the provisions of this Agreement with respect to title unless: (i) all improvements and all means of access to and egress from the Premises shall be wholly within the lot lines of the Premises and shall not encroach upon, over or under any premises not within such lot lines or the premises of any other person or entity; and (ii) no building, structure, improvement, including, but not limited to, any driveway(s), garage(s), fence(s), shed(s), way(s) or property of any kind encroaches upon, over or under the Premises from other premises. 5.Closing Costs. The Buyer shall pay all of the Buyer's costs and expenses, including but not limited to its engineering and inspection costs, the costs of any of its Due Diligence, Permits or Approvals, surveys, appraisals, the costs and expenses of its lender and such lender’s counsel, its attorneys' fees, title fees and the costs, if any, for title insurance in connection with the purchase or financing of the Premises by the Buyer, and the recording costs for the deed and any mortgages and financing statements in connection with the financing of the Purchase Price. The Seller shall pay all its costs and expenses in connection with the sale of the Premises to the Buyer, including but not limited to its attorneys' fees, revenue stamps and recording fees applicable to title clearing documents. 6.Defect in Title. In the event that there is a defect in the Seller's title to the Premises or any portion thereof (other than, for avoidance of doubt, Permitted Encumbrances) the Buyer shall notify the Seller in writing of such defect on or before the date which is the ninety-fifth sixty fifth (6965th) day following the Effective Date (the "Title Notice Date") (time being of the essence). The Buyer shall provide the Seller in connection with any such notification of any such title defects with the abstract of title obtained by the Buyer from the 9 00167.000/734592.9 Buyer’s title examiner. The Seller shall have ten (10) days after receipt of written notice thereof from the Buyer to seek to cure and remove any such defects in the Seller's title with respect to which the Buyer's title examiner is unable to furnish the title certification required pursuant to Paragraph 5 of this Agreement in accordance with the applicable Title Standards of the Massachusetts Conveyancers' Association. If the Seller fails to cure and remove any such defects within such ten (10) day period, or if the Seller fails to demonstrate to the Buyer's reasonable satisfaction that such defects will be cleared by the Date of Closing, this Agreement shall terminate on the date which is five (5) days from the date of expiration of such ten (10) day period unless the Buyer notifies the Seller in writing within such five (5) day period that the Buyer elects to perform this Agreement, accepting such title as the Seller may be able to give without any reduction whatsoever of the purchase price, subject to such claim, defect or cloud on the Seller's title to the Premises or any portion thereof. In the event of any such termination of this Agreement, and subject to the provisions of Paragraph 3(e), the Deposit shall be returned to the Buyer, this Agreement shall terminate and neither party shall have any further rights or liabilities hereunder, except for those obligations which expressly survive the termination of this Agreement. The Buyer's failure to give notice of any defects on or before the Title Notice Date (time being of the essence) as required in this Paragraph 6 shall constitute the Buyer's election to accept such title to the Premises as the Seller is able to convey to the Buyer upon the Date of Closing, subject to any such defects or clouds. Notwithstanding the foregoing, however, in the event that any such defects arise or come into existence following the Title Notice Date, the Seller shall do all things and take all actions reasonably necessary to cure or remove such defects, provided that the Seller shall not be required to expend an amount greater than Two Thousand ($2,000.00) Dollars, in the aggregate, to cure or remove any such defects, excluding 10 00167.000/734592.9 mortgages or other liens placed or caused to be placed on the Premises by the Seller. If the Seller is unable to cure or remove such defects on or before the Date of Closing, and subject to the provisions of Paragraph 3(d), the Deposit shall be returned to the Buyer, this Agreement shall terminate and neither party shall have any further liability hereunder, except for those obligations which expressly survive the termination of this Agreement. The Seller and the Buyer agree that all references to defects in the Seller's title in this Paragraph 6 shall include defects and encroachments that are revealed by any survey of the Premises that may be obtained by the Buyer or by the Seller (other than to the extent such constitutes a Permitted Encumbrance). 7.Possession and Condition of Premises; Signage. (a)Full possession of the Premises, free of all tenants and all other occupants, and in an “as is” condition, is to be delivered to the Buyer on the Date of Closing and the Premises are to be then in the same condition as they now are, reasonable wear and the use thereof and damage by fire or other casualty excepted. (b) In the event that all or any portion of the Premises is taken by exercise of the power of eminent domain (other than minor takings for street widening) between the date of this Agreement and the Date of Closing, or in the event that access to or from the Premises shall be taken or impaired during such period, or in the event of any change to any public way or the grade thereof that adversely affects access to the Premises or in the event that notice of any of the foregoing shall be made public or otherwise come to the attention of the Seller or the Buyer (and if such information comes to the Seller's attention, the Seller shall immediately give Buyer written notice thereof). The Buyer may, at its option, elect either (i) to terminate this Agreement by delivering written notice thereof to the Seller, and upon delivery of such written notice the Deposit shall be returned to the Buyer, this Agreement shall terminate and neither party shall 11 00167.000/734592.9 have any further liability hereunder, except for those obligations which expressly survive the termination of this Agreement, or (ii) to consummate the sale without reduction of the purchase price on account of any such event, in which case the Seller shall assign to the Buyer all awards, claims and rights, if any, on account of or arising out of any of the foregoing in relation to the Premises. (c) “AS IS” Sale. Without limiting anything else set forth herein, Buyer hereby agrees and acknowledges that the Premises is being sold in an "AS IS" condition and "WITH ALL FAULTS" as of the Effective Date and as of Closing. Except as expressly set forth in this Agreement, no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any member, partner, officer, person, firm, agent or representative acting or purporting to act on behalf of Seller as to the condition or repair of the Premises or the value, expense of operation, or income potential thereof or as to any other fact or condition which has or might affect the Premises or the condition, repair, value, expense of operation or income potential of the Premises or any portion thereof. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the exhibits and annexes hereto annexed (if any), which alone fully and completely express their agreement, and that this Agreement has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for investigation, neither party relying upon any statement or exhibits and annexes annexed hereto (if any). Seller makes no representations or warranties as to whether the Premises contains asbestos, or harmful, toxic, or hazardous substances or materials, or pertaining to the extent, location or nature of same. Further, to the extent that Seller has provided or does 12 00167.000/734592.9 provide to Buyer information from any inspection, engineering or environmental reports concerning asbestos, or harmful, toxic, or hazardous substances or materials, Seller makes no representations or warranties (and disclaims any representations and warranties) with respect to the accuracy or completeness, methodology or preparation or otherwise concerning the contents of such reports. Buyer acknowledges that Seller has requested Buyer to inspect fully the Premises and investigate all matters relevant thereto and to rely solely upon the results of Buyer's own inspections or other information obtained or otherwise available to Buyer, rather than any information that may have been provided by Seller to Buyer. Effective as of the Closing and delivery of the Deed, Buyer waives and releases Seller, each of its directors from any present or future claims arising from or relating to the presence or alleged presence of asbestos, or harmful, toxic or hazardous substances or materials, in, on, under or about the Premises, including, without limitation, any present or future claims under or on account of the (i) Comprehensive Environmental Response, Compensation or Liability Act of 1980, as the same may have been or may be amended from time to time, and similar state statutes, and any regulations now or hereafter promulgated thereunder, and (ii) (A) any federal, state or local law, ordinance, rule or regulation, now or hereafter in effect, (B) any provision of this Agreement and (C) any provision of the common law now or hereafter in effect, in each case (i.e., clauses (A), (B) and (C)), that deals with or otherwise in any manner relates to environmental matters of any kind. The terms and provisions of the prior sentence shall survive the Closing hereunder. 8.Representations and Warranties of Seller and Buyer. (a)Seller Representations. The Seller represents, warrants, covenants and agrees with the Buyer, both as of the date of this Agreement and as of the Date of Closing, as follows: 13 00167.000/734592.9 (i)The Seller has full right, power and authority to make, execute, deliver and perform this Agreement, and to sell and convey the Premises in accordance with the terms and provisions of this Agreement. This Agreement when executed and delivered by the Seller and the Buyer will constitute a valid and binding agreement of the Seller, enforceable against the Seller in accordance with the terms hereof; (ii)The Seller has received no written notice from any governmental authority as to any pending assessment for the repair, maintenance, improvement or expansion of the water and/or sewerage systems located in the public right of way adjacent to the Premises, or for any other public improvement or betterments of any type which would give rise to an assessment on or against the Premises; (iii)There are no actions or proceedings instituted, pending before any court, administrative agency or arbitrator against the Seller or to Seller’s Knowledge, the Premises and to Seller’s Knowledge, there are no actions or proceedings threatened before any court, administrative agency or arbitrator against Seller or the Premises, in each case, relating to, or adversely affecting the right, title or interest of the Seller in or to the Premises, or relating to the Seller's execution and performance of this Agreement. No proceeding has been filed by, or, to Seller’s Knowledge, against the Seller under the United States Bankruptcy Code or any state law relating to bankruptcy or insolvency, seeking liquidation of the Seller or an arrangement with its creditors, or the appointment of a trustee or receiver for its assets or business. (iv)Seller has received no written notice from any taking authority that there is any betterment assessment, pending or threatened eminent domain, condemnation or taking proceedings against the Premises or any part thereof, and to the (v) Seller is not a “foreign person” as defined in Section 1445 of the 14 00167.000/734592.9 Internal Revenue Code of 1986, as amended; (vi) There are and will be no operating, maintenance or service agreements with respect to the Premises on the Date of Closing; (vii) No party, person or entity has a right of first refusal or right of first offer with respect to the Premises or the sale of the Premises by Seller to Buyer; and (viii) Seller has received no written notice that there are any pending tax appeal proceedings affecting the Premises. (ix) Seller has received no written notice of any violation of any law, order or requirement issued by any government agency or authority against or affecting all or any portion of the Premises; (x) To Seller’s Knowledge: Seller has not generated, treated, stored, released, discarded or disposed of any Hazardous Materials at the Premises or any portion thereof during the period of its ownership of the Premises and no Hazardous Materials exist at or the period of its ownership of the Premises are migrating to or from the Premises;, and Seller has no knowledge of any Hazardous Materials used, stored or disposed on site; and (xi) The Seller has insurable title to the Premises to be sold, transferred, conveyed and assigned to the Buyer pursuant to this Agreement, subject to free from any liens and encumbrances of any kind or nature whatsoever other than those liens and encumbrances as may appear of record and the Permitted Encumbrances identified in clauses (i) through (vi) of Paragraph 4 of this Agreement. (b)Buyer Representations. The Buyer represents, warrants, covenants and agrees with the Seller, both as of the date of this Agreement and as of the Date of Closing, as follows: 15 00167.000/734592.9 (i)The Buyer has full power and authority to make, execute and deliver this Agreement and to perform its obligations hereunder. This Agreement when executed and delivered by the Seller and the Buyer will constitute a valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with the terms hereof; and (ii)The performance by Buyer of its obligations hereunder shall not conflict with or result in a breach of any law, regulation, order judgment, writ, injunction or decree of any court or governmental instrumentality or any agreement or instrument to which it is a party or by which it is bound. (iii) There are no actions or proceedings instituted, pending or, to the best of the Buyer's knowledge, threatened before any court, administrative agency or arbitrator against the Buyer and relating to the Buyer's execution and performance of this Agreement. No proceeding has been filed by or against the Buyer under the United States Bankruptcy Code, or any state law relating to bankruptcy or insolvency, seeking liquidation of the Buyer, or an arrangement with its creditors, or the appointment of a trustee or receiver for its assets or business. (c) Reaffirmation. The representations and warranties set forth in this Paragraph 8 are made as of the date of this Agreement and are deemed remade by Seller with respect to its representations and warranties by its delivery of the Deed, and by the Buyer with respect to its representations and warranties by its delivery of the Purchase Price, in each case, as of the Date of Closing and shall not and shall not be deemed to be merged into or waived by the instruments of Closing, but shall survive the Closing for a period of twelve (12) months. Seller and Buyer shall have the right to bring an action thereon only if Seller or Buyer, as the case may be, has given the other party written notice of the circumstances giving rise to the alleged breach 16 00167.000/734592.9 within such twelve (12) month period., excepting only the representations about Hazardous Material, use, storage or disposed . 9.Closing. (a) Closing and Date of Closing. Except as otherwise expressly provided herein, the deed and other closing documents are to be delivered and the balance of the Purchase Price described in Paragraph 2 is to be paid at the offices of Shatz, Schwartz and Fentin P.C., at 64 Gothic Street, Northampton, Massachusetts at 10:00 a.m. on the date which is twenty (20) days from the expiration of any contingency as set forth is Section 3 above or twenty one (21) days after the receipt of the filed notice of any zoning permit or decision, whichever is later, (the “Date of Closing”), or on such other date and/or time as may be mutually agreed upon by the Seller and the Buyer. The Buyer shall be entitled to accelerate the Date of Closing by delivering written notice thereof to the Seller, specifying in such written notice the accelerated Date of Closing, which shall not be less than ten (10) business days from the date of delivery by the Buyer to the Seller of the Buyer’s written notice of acceleration. To enable the Seller to make conveyance as herein provided, the Seller shall, at the time of delivery of the deed, use the purchase money or any portion thereof to clear the title of any or all encumbrances or interests, provided that all instruments so procured are recorded as soon as practicable following the Date of Closing, including without limitation discharges or partial releases of mortgages held by institutional lenders, based on a payoff letter furnished to the Buyer on before the Date of Closing in form and substance reasonably acceptable to the Buyer. (b)Seller Deliveries. On the Date of Closing, the Seller shall, in addition to all other obligations of the Seller that are set forth in this Agreement, provide the Buyer with the following: 17 00167.000/734592.9 (i)Deed. The Seller shall deliver a deed in accordance with Paragraph 4 above duly executed and acknowledged by the Seller conveying to the Buyer fee simple title to the Premises, free and clear of all liens and encumbrances except for the Permitted Encumbrances., together with a Certificate of Good Standing and Certificate of Good Standing Tax Standing or its equivalent. (ii) A Closing statement reflecting the Purchase Price and all adjustments thereto; (iii)Title Insurance Requirements. An affidavit of title with respect to the Premises in form satisfactory to Buyer’s title insurer as may be required for it to issue title insurance without exception for mechanic’s or materialmen or other statutory liens or for the rights of parties in possession and such other affidavits, certificates, resolutions and similar documents as may be reasonably required by the Buyer's title insurance company to consummate the purchase of the Premises. (iv)Releases. Releases, UCC-3 termination statements, or any equivalent documents, for any mortgage or other liens and filings encumbering the Premises. (v)Non-Foreign Person Affidavit. An affidavit that the Seller is not a "foreign person" as defined in the Foreign Investment and Real Property Tax Act. (ix) a Closing Certificate stating that, as of the Closing Date, all representations and warranties of the Seller in this Agreement remain in effect and that the Seller has performed all of its obligations as set forth in this Agreement. (x ) To the extent assignable, an Assignment of all of Seller’s right, title and interest in and to all service, maintenance or related contracts (which are acceptable the Buyer in sole discretion) and all permits and approvals relating to the Premises; if any. 18 00167.000/734592.9 (ix) Other Documents. Such other documents to consummate the purchase of the Premises as reasonably requested by Buyer’s attorneys or Lender, provided that Seller is not required to incur any liability or pay any costs or expenses in connection therewith. (c) Buyer Deliveries. On the Date of Closing, the Buyer shall, in addition to all other obligations of the Buyer that are set forth in this Agreement, provide the Seller with the following: (i)Such instructions to the Escrow Agent as may be necessary to cause the Escrow Agent to deliver the Deposit to the Seller; (ii)The balance due of the Purchase Price (including all sums in escrow), subject to the adjustments and prorations set forth in this Agreement; (iii)An executed Closing statement reflecting the Purchase Price and all adjustments thereto; (iv)A certificate of legal existence for Buyer dated within ten days prior to the Closing issued by the Secretary of State of the state of organization of Buyer; (v)A certificate from the authorized member or manager of Buyer certifying that (i) Buyer’s execution, delivery and performance of this Agreement (and any documents or agreements to be executed and delivered by Buyer at the Closing), and (ii) person executing this Agreement and such documents or agreements on behalf of the Buyer has been authorized to do so, in each case, by all required action of the members and managers of Buyer and does not violate the terms of Buyer’s organizational documents; and (vi)a Closing Certificate stating that, as of the Closing Date, all representations and warranties of the Buyer in this Agreement as remain in effect and that the Buyer has performed all of its obligations as set forth in this Agreement. 19 00167.000/734592.9 (vii)Any such other documents as might be reasonably requested by the Seller to consummate the purchase of the Premises. 10.Adjustments. (a)Taxes for the current tax year, water and sewer charges, and any other prepaid amounts or charges which are customary adjustments shall be apportioned as of the Date of Closing. If the amount of such taxes is not known on the Date of Closing taxes shall be apportioned on the basis of the taxes assessed for the preceding year with reapportionment as soon as the new tax rate and valuation can be ascertained. If the taxes that are assessed with respect to the Premises shall thereafter be reduced by abatement, the full amount of such abatement applicable to the period following the Date of Closing, less the reasonable cost of obtaining the abatement, shall be retained by the Buyer. These provisions shall survive the delivery of the Deed. (b)All other normal and customarily pro ratable items, including without limitation taxes and assessments shall be prorated as of the Date of Closing (the “Adjustment Items”). The Seller shall be charged and credited for all of the Adjustment Items relating to the period up to the Date of Closing, and the Buyer shall be charged and credited for all of the Adjustment Items relating to the period on and after the Date of Closing. Final readings and final billings for utilities, if any, will be made, if possible, as of the Date of Closing, in which event no pro ration shall be made as of the Date of Closing with respect to such utility bills. Otherwise a pro ration shall be made based upon the reasonably good faith estimate of the Seller and the Buyer and a readjustment shall be made within thirty (30) days after the Date of Closing. No pro ration shall be made in relation to insurance premiums and the insurance policies of the Seller in effect with respect to the Premises shall not be assigned to the Buyer. The Seller shall 20 00167.000/734592.9 be entitled to receive a return of all deposits presently in effect with the utility providers, and the Buyer shall be obligated to make its own arrangements for deposits with such utility providers. 12.Brokers. The Seller and the Buyer hereby represent and warrant to each other that other than Opal Real Estate Group (the “Broker”) they have had no dealings with any real estate broker, salesman or other party having a right to a commission with respect to the proposed sale of the Premises by the Seller to the Buyer, or who may be otherwise entitled to any payment or other compensation in connection with any such sale. The Seller agrees that it shall indemnify, hold harmless and defend the Buyer against any and all claims by any party with whom the Seller has had contact for any commission, payment or other compensation arising from the sale of the Premises by the Seller to the Buyer pursuant to this Agreement. The Buyer agrees that it will indemnify, hold harmless and defend the Seller against any and all claims by any party with whom the Buyer has had contact and with whom the Seller has not had contact, for any commission, payment or other compensation arising from the sale of the Premises by the Seller to the Buyer pursuant to this Agreement. The Seller shall pay the commission due to the Broker. The provisions of this Paragraph 12 shall survive the Date of Closing or earlier termination of this Agreement. 13.Assignment. Buyer shall not have the right to assign this Agreement without the prior consent of Seller. 14.Default. (a)In the event that the Buyer fails to perform all of the Buyer’s obligations under this Agreement, and provided that the Seller is not in default under this Agreement, the Seller and the Buyer agree that the Seller shall be entitled to retain the Deposit as liquidated damages in lieu of all other rights or remedies the Seller may have at law or in equity. 21 00167.000/734592.9 The Seller and the Buyer recognize and agree that the determination of actual damages in the event of any default by the Buyer would be difficult and the Deposit constitutes the best pre- estimate of such damages. This liquidated damage provision is therefore fair and reasonable and constitutes the Seller’s sole remedy because of the Buyer’s default. The Buyer further acknowledges and agrees that this provision does not constitute a penalty against the Buyer. (b) In the event that the Seller fails to perform all of the Seller’s obligations under this Agreement, and provided that the Buyer is not in default under this Agreement, the Seller and the Buyer agree that Buyer shall be entitled to either receive upon demand a return of the Deposit, its reasonable out of pocket expenses and reasonable attorney fees in each case incurred on or after the Effective Date, including any fees or costs incurred in enforcing Seller’s obligations under this Agreement, and upon such return this Agreement shall thereupon be null and void and all obligations of either party hereunder shall terminate; or Buyer, at Buyer's election, may seek specific performance of this Agreement. 15.Notices. All notices, statements, demands, requests, consents, communications and certificates from either party hereto to the other shall be made in writing unless specified to the contrary herein and sent by certified mail, return receipt requested, hand delivered or by federal express or similar overnight delivery service for which a receipt is made to the parties, addressed as follows: (a)If intended for the Buyer: President Reliance Holding Corporation 22 00167.000/734592.9 With a copy to (which shall not constitute notice): Edward D. Etheredge, Esq. Shatz, Schwartz and Fentin, P.C. 64 Gothic Street Northampton, MA 01060 (b)If intended for the Seller: President and CEO Viability, Inc. 60 Brookdale Dr, Springfield, MA 01104 With a copy to (which shall not constitute notice): Paul M. Maleck, Esquire Doherty, Wallace, Pillsbury and Murphy, P.C. One Monarch Place - 19th Floor Springfield, MA 01144-1002 or such other addresses as either party hereto may from time to time direct by service of notice to the other party as provided above. Any such notices, statements, demands, requests, consents, communications or certificates shall be deemed to have been received (i) two (2) days after being sent by certified mail, (ii) on the date hand delivered or (iii) the day after any such notice is sent by overnight delivery service. 16.Entry. From and after the date hereof and until the earlier of the Closing Date, the Contingency Deadline Date or the termination of this Agreement the Buyer and its contractors, architects, engineers, inspectors, insurance agents, appraisers, and other agents and employees 23 00167.000/734592.9 shall upon reasonable advance notice to the Seller have the right, upon no less than 24 hours prior telephonic notice to Seller to enter upon the Premises at any reasonable time from Monday to Tuesday and non-holidays and as may be necessary, and may, at the Buyer's expense, inspect the Premises and conduct such tests as the Buyer may reasonably deem necessary to determine that the Premises satisfy the terms and conditions of this Agreement subject, however, to Seller’s right to prior review and approval of the scope of any environmental test and subject to Buyer’s entry into a satisfactory access agreement with Seller in the event Seller determines that any Buyer’s environmental tests would require any test borings or other invasive or sub-soil investigation of the Premises. Seller shall have the right to have a representative present at any such entry. Buyer agrees that prior to such entry by Buyer, its contractors or agents, onto the Premises and while Buyer, its agents and contractors are performing any Due Diligence , (X) Buyer will carry not less than One Million Dollars ($1,000,000.00), of comprehensive general liability insurance with contractual liability endorsement which insures Buyer’s indemnity obligations hereunder and names Seller as additional insured; (Y) each of such Buyer’s agents and contractors will carry not less than One Million Dollars ($1,000,000.00) of comprehensive general liability insurance naming Seller as additional insured; and (Z) Buyer shall provide Seller with written evidence or certificates of insurance with respect to the insurance described in clauses (X) and (Y) hereof. Inspections of any kind are not permitted on weekends and Holidays. 17.Escrow Agent as Party to Agreement. The Seller and the Buyer acknowledge that the Escrow Agent also represents the Seller in connection with the transactions contemplated by this Agreement. The Buyer agrees that in the event of any dispute regarding the Deposit, the Escrow Agent shall nevertheless be 24 00167.000/734592.9 entitled to continue to represent the Seller. The Seller and the Buyer agree that the Escrow Agent shall not be liable for any action or non-action taken in good faith in accordance with the terms of this Agreement in connection with the performance by the Escrow Agent of its duties hereunder but shall be liable only for willful default or acts of bad faith or gross negligence. Without limiting the generality of the foregoing, in the event of any dispute with respect to the delivery of any amounts being held in escrow by the Escrow Agent, the Escrow Agent is authorized to retain such amounts in its possession, without liability to any person, until such dispute has been settled by mutual agreement of the parties or by a final order, decree or judgment of a court of competent jurisdiction and the time for appeal has expired and no appeal has been perfected. The Escrow Agent shall not be under any duty to institute or defend any such proceedings. In no event shall the Escrow Agent be required to take any action unless and until indemnified to its satisfaction by the party requesting such action. In the event that the Escrow Agent institutes any declaratory, interpleader or other action, the Seller and the Buyer agree to indemnify and hold the Escrow Agent harmless in equal shares from and against its reasonable costs and expenses and reasonable attorneys' fees incurred in connection therewith, which may be deducted from the Deposit to the extent available. The Escrow Agent has executed this Agreement to indicate its acceptance of the provisions of this Agreement and its agreement to abide by those provisions of this Agreement that are applicable to the Escrow Agent. The execution of this Agreement by the Escrow Agent is not intended to and shall not result in any privity of contract with the Seller, the Buyer or any possible third-party beneficiary of this Agreement. The Escrow Agent shall not be paid any fees or other amounts in connection with the performance by the Escrow Agent of its services hereunder. 25 00167.000/734592.9 18. Maps, Plans, Appraisal, etc. The Seller shall deliver, to the extent in its possession and/or within its control, to the Buyer simultaneously with the execution of this Agreement or as soon thereafter as practicable without charge, if any, (x) all surveys, plans, maps, descriptions, a copy of the existing title policy, permits, certifications, appraisals, licenses and approvals respecting the Premises and the use thereof, and (y) any reports issued by governmental or private person or entity with respect to any governmental or other third party inspections, if any, which were known by Seller to be conducted at the Premises since September 1, 2019, in each case, in existence as of the date of this Agreement (the “Additional Material”), all of which shall be returned to the Seller by the Buyer in the event that the Closing does not occur. Buyer and Seller agree that Seller will be providing any Additional Material for informational purposes only and Seller does not and shall not provide, and specifically disclaims, any representation or warranty whatsoever as to the content, completeness, accuracy or fitness for any purpose of any such Additional Material is so provided to Buyer. The Seller agrees to assign, without any warranty, to the Buyer on the Date of Closing, without charge and to the extent available, all the Seller’s right, title and interest in and to all such Additional Material. 19.Non-recording; Confidentiality. This Agreement shall not be recorded in whole or in part, and any party doing so, or causing same to be done shall be deemed to be in default of this Agreement. The parties hereto agree to keep the terms of this Agreement confidential and for themselves and their agents not to disclose the terms hereof to any person who is not a party hereto unless so required by an order of court or otherwise required by law and except advisors to such party and except as reasonably necessary for purposes of the transaction contemplated hereby. 20.Entire Agreement, Amendments; Waiver; Execution; Construction. 26 00167.000/734592.9 This Agreement sets forth the entire understanding and agreement of the parties hereto with respect to the subject matter hereof, and no change or modification shall be valid unless made in writing, signed by all the parties hereto. No waiver by Seller or Buyer of any default or breach under this Agreement shall operate as a waiver of any future default, whether of like or different nature. This Agreement may be executed in multiple counterparts, each of which shall be considered to be an original document. “Facsimile signatures,” as that term is commonly used with reference to facsimile machines used in transmitting documents, signatures, photocopies, etc., will be and hereby are declared by all parties to this Agreement to be the same as an original signature to this Agreement. A facsimile of this Agreement, including the signature portion thereof, will be treated and relied upon by all parties hereto as an original Agreement and an authentic signature with the same legal effect as though the facsimile were an original document to which a genuine signature has been affixed. “Electronic transfer” (i.e.: pdf, tif, etc.) is that term that is commonly used with reference to electronic scanning and transmission via the Internet. Documents, signatures, photocopies, etc. will be and hereby are declared by all parties to this Agreement to be the same as an original signature to this Agreement. An Electronic Transfer of this Agreement, including the signature portion thereof, will be treated and relied upon by all parties hereto as an original Agreement and an authentic signature with the same legal effect as though the Electronic Transfer were an original document to which a genuine signature has been affixed. This Agreement and all provisions contained herein have been jointly drafted (or reviewed and negotiated) and agreed to, and shall be deemed to have been prepared jointly, by the parties hereto, each having the benefit and advice of legal counsel (or the opportunity to seek such counsel) and shall not be construed in favor of or against any party to this Agreement. All headings contained in this Agreement are inserted only as a matter of 27 00167.000/734592.9 convenience and in no way define, limit or extend the scope or intent of this Agreement or any provisions hereof and should not be considered in interpreting this Agreement. 21.Successors and Assigns, Applicable Law. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, administrators, executors, successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of law principles. 22.Computation of Time. If any date for the occurrence of an event or act under this Agreement falls on a Saturday, Sunday or legal holiday in the Commonwealth of Massachusetts then the time for the occurrence of such event or act shall be extended to the next succeeding business day. All time computations under this Agreement shall be based on Eastern Time Zone. 23.Attorneys’ Fees. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney’s fees. THIS AGREEMENT INTENTIONALLY ENDS HERE EXCEPT FOR SIGNATURE PAGE 28 00167.000/734592.9 IN WITNESS WHEREOF, the parties hereto have signed this Agreement as a sealed instrument as of the date first written above. SELLER: VIABILITY , INC. _____________________________By:___________________________________ Witness Its President and CEO Colleen Holmes BUYER: Reliance Holdings Corporation _____________________________By:____________________________________ Witness Its We hereby acknowledge receipt of the Deposit: THE ESCROW AGENT: DOHERTY, WALLACE, PILLSBURY AND MURPHY, P.C. By______________________________ Its Shareholder-Paul M. Maleck 29 00167.000/734592.9 Exhibit “A” Copy of Deed [attached hereto] 30 00167.000/734592.9 31 00167.000/734592.9 Architect: Jody Barker, A.I.A. | Architecture + Design, LLC Florence, Massachusetts 617.216.5988 ______________________________________ Contractor / Builder Barron & Jacobs 70 Old S St, Northampton, MA 01060 413-586-8998 _______________________________________ Fire Suppression Installation Fire Service Group 1010 Thorndike Street, Palmer, MA 01069 413-668-9100 terry@fireservicegroup.com _______________________________________ Lender (in progress) Greenfield Savings Bank Tara Brewster TBrewster@greenfieldsavings.com TO: NORTHAMPTON OFFICE OF PLANNING AND DEVELOPMENT RE: ZONING FINDING FOR 5 FRANKLIN STREET DATE: OCTOBER 25, 1993 THE REQUESTED FINDING IS FOR A 3500 SQUARE FOOT OFFICE BUILDING. THIS PROPOSED USE WOULD NOT AFFECT THE CURRENT ZONING DISTRICT. THE FACILITY WAS USED AS A NURSING HOME. AS SUCH, THERE WAS A HEAVY VOLUME OF TRAFFIC-AMBULANCES, FOOD: MEDICAL: PAPER AND LAUNDRY DELIVERIES, IN ADDITION TO FAMILY VISITORS AND DOCTORS. THE BUILDING WAS STAFFED AROUND THE CLOCK, THUS THIS TRAFFIC WAS ON-GOING. IF THE FINDING IS GRANTED THE USE WOULD BE ONLY DURING REGULAR BUSINESS HOURS (8am-5pm) . CLEARLY, THIS IS LESS OBTRUSIVE TO TGE NEIGHBORHOOD THAN THE PRIOR USE. THERE IS AMPLE PARKING. THE FACILITY PARKING LOT HAS TWENTY SPACES. IF THIS FINDING IS NOT GRANTED THERE WOULD BE SUBSTANTIAL HARDSHIP TO THE PETITIONER. PRESENTLY THERE ARE NUMEROUS EMPTY NURSING HOME BEDS AVAILABLE IN OTHER HAMPSHIRE COUNTY FACILITIES. WITH A NEW FACILITY BEING BUILT IN HADLEY THERE IS NO NEED FOR ANOTHER NURSING HOME AND POTENTIAL BUYERS ARE NOT INTERESTED IN USING THE BUILDING FOR THAT PURPOSE. Joan C. lafrn,M.A.A., Chairwoman 3 ti4' aA, - off: i Telephone Richard M. Sikorski, M.A.A., Secretary t - -586-6950 Ext. 200. Edwin .d. Padeck WALLACE J. PUCHALSKI MUNICIPAL BUILDINL f lit212MainStreet1 Northampton, MA 01060 SEP 1 0 1993 am15Efriu Th-Lie TO : BOARD OF ASSESSORS FROM.: 2'N 2-".yL--+_2a. . Indiv' aual or Company Name ) PHONE 574`V 4449 DATE : 7 / 3/ / I I/WE REQUEST FROM THE BOARD OF ASSESSORS , AN ABUTTER' S LIST FOR THE PROPERTY LOCATED AT S t_t !v_kji... rr. THE MAP AND LOT NUMBERS OF THE ABOVE PROPERTY ARE 9/4 i r. THE NAME OF THE BOARD REQUESTING THIS LIST IS Pta n- 1 _. 8041-*, THE EXTENI OF THE LIST REQUIRED IS FOR WHAT PURPOSE: 71 -1 FXl-STrA C? /3: ) /, -;)/ c JA )-r,) nFFI!' EC I UNDERSTAND THAT THIS REQUEST HAS UP TO SEVEN ( 7 ) WORKING DAYS IN WHICH TO BE COMPLETED . Sign cure of Abplicanc ) 6/ DATE LIST WAS COMPLETED 9 eck'‘ 1-Ti S--- ll 9 7j4 IzIA I 12, 41 5 s n ELI T 12 1 L= _ 1 T1 I i I I s* StSt rim ' FLODCAP, E PLAN Yrid ; 7J YUP t'"'''''s 'hIIHII f W i NJ 13 _> = 1211, 82 C QE 12 . / iz Szrul 2 -L2 . 5.12... d S£ o T-1 y" I I I`siv i 3/g CITY OF NORTHAMPTON, MASSACHUSETTS DEPARTMENT OF PUBLIC WORKS 125 Locust Street Northampton, MA 01060 Samuel B. Brindle, P.E. 413-582-1570 Director. C Engineer Peter J. McNulty, Sr. Assistant DV2LfOr OI PubI,O WOIkS RTROWR NI3 D-, June 13, 1995 ri I DEP' 3PEC ONS Frank Sienkiewicz, Building Inspector Municipal Office Annex Main Street Northampton, MA 01060 Re: Termination of Water Service: Dear Mr. Sienkiewicz: The domestic water service and the fire sprinkler system at 5 Franklin Street have been shut off at the property line and the water meter removed from the premises as requested by the owner. Please contact me if you have any questions. Sincerely, Charles Borowski Superintendent of Water CB/lmb cc: Sam Brindis Peter McNulty A: \LMB\Water\Terminate. 5Fr