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Amendment No. 1 to ARPA Economic Expansion Rural Housing Grant Agreement FIRST AMENDMENT TO THE AMERICAN RESCUE PLAN ACT ECONOMIC EXPANSION RURAL HOUSING GRANT AGREEMENT This First Amendment is entered into between the Kansas Department of Commerce (hereinafter referred to as "Commerce") and the City of Salina (UEI: KSMSJ3UBBTM5) (hereinafter referred to as"Grantee") (hereinafter collectively referred to as "Parties") to amend the ARPA Economic Expansion Rural Housing Grant Agreement (the "Agreement") dated March 22, 2023. WHEREAS, Grantee intends to construct a total of 500 housing units as part of the Project in two or more construction phases (each phase shall be referred to as Phase 1 and Future Phases, respectively). At the conclusion of each phase, Grantee intends to construct a minimum of 250 housing units in Phase 1, and 250 housing units in one or more Future Phases, for a total of 500 units. WHEREAS, Commerce shall allocate three or more grant disbursements, one for land acquisition, one for the Phase 1 construction phase, and one for each construction phase of the Future Phases. NOW,THEREFORE, the Parties agree as follows: 1. MODIFICATION OF SECTION V OF THE AGREEMENT. Section V is deleted in its entirety and is replaced with the following: V. GRANT FUNDS. In consideration of the covenants to be provided by Grantee, Commerce agrees to provide grant funds in an amount not to exceed $25,000,000.00 which shall constitute the maximum amount due by Commerce to Grantee under this Agreement. Grant funds will be distributed into three or more installments subject to Commerce's approval of match commitment documentation demonstrating that Grantee, or subrecipients of Grantee, have matching funds fully committed and available for use, as described in Attachment E. For clarity"fully committed and available for use" shall not require that such matching funds be expended by Grantee prior to each disbursement, except as provided in Attachment E. Commerce is providing these grant funds to Grantee for the express purposes set forth in this Agreement, its Attachments and any subsequent amendments. Allowable expenditures of grant funds are limited to those expenditures which are consistent with the ARPA and this Agreement and any subsequent amendments. Grantee shall comply with all applicable state and federal laws, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR 200), including 2 CFR 200.302 Financial Management, 2 CFR 200.303 Internal Controls, 2 CFR 200.328 through 200.339 (Performance and Financial Monitoring and Reporting), 2 CFR 200.334-200.338 (Record Retention and Access), 2 CFR 200.400(a)-(c) and (e) (Policy Guidance), 200.403 - 1 - Factors Affecting Allowability of Costs, 200.404 Reasonable Costs and Subpart F (Audit), the provisions of this Agreement, and additional directions provided by Commerce or lawful guidance issued by the United States Department of the Treasury. 2. MODIFICATION OF SECTION VII OF THE AGREEMENT. Section VII is deleted in its entirety and is replaced with the following. VII. COVENANTS OF GRANTEE. In consideration of the grant funds referenced in Section V, Grantee must satisfy the covenants set forth in this Agreement. This includes, but is not limited to, the following: A. Use grant funds for eligible Project expenses as described in Grantee's Grant Administration Plan and Budget (the "GAP") and subject to force majeure, use good faith efforts to adhere to the Project timeline included in Grantee's Grant Administration Plan and Budget. B. Complete the expenditure of grant funds by the End Date. C. Provide an updated GAP documenting all Future Phase Project expenses and Project timeline by December 15, 2023. D. Have matching funds for the Project in an amount equal to the grant amount described in Section V. Matching funds shall consist of either nonstate moneys and/or donated equipment from either the Grantee or a private industry partner. Nonstate moneys means expenses and funds received from sources other than Grant funds. A grantee seeking to utilize donated equipment as a match must be verified and assessed as provided in one of the following methods: 1. Appraised by the Office of Appraiser located within the Grantee's County. 2. Appraised by an appraiser registered in the state of Kansas with the Kansas Real Estate Appraisal Board. 3. Documented by a bill of sale for the value of the equipment as purchased or sold no earlier than March 11, 2021. E. Grantee shall request prior written approval from Commerce for changes in any budget line item if these changes exceed twenty percent(20%) of the total Project budget. The Grantee shall also request prior written approval from Commerce for substantial changes in the scope or nature of the Project. Any request submitted to Commerce seeking a change contemplated under this provision must be accompanied by a quarterly progress report. F. Grantee must maintain adequate business systems to comply with Federal requirements. The business systems that must be maintained are: - 2 - 1. Accounting: including separation of duties, internal controls for transactions, documentation requirements to substantiate expenses and meets generally accepted accounting principles 2. Procurement: including processes/standards that demonstrate principles of fair and open competition with evaluation of costs 3. Conflict of Interest: including the process to identify and address any conflicts. 4. Grant program compliance/management: including systems, staffing and reporting. Commerce reserves the right to review all business systems policies. G. At Commerce's request, Grantee shall participate in calls and/or meetings and permit Commerce on-site visits as necessary to monitor the progress of the Project. H. Grantee shall not supplant grant funding for Project expenses where Grantee has received and utilized financial assistance for those same Project expenses from another private, local, state, or federal source that exceeds the need for financial assistance. I. Grantee shall comply with all other provisions set forth within this Agreement, the Attachments and any subsequent amendments. J. Grantee shall obtain disposition instructions from Commerce should the project no longer be needed or used for the authorized purpose. K. Grantee shall maintain an active registration with SAM.gov. L. Grantee attests it has read and understand the federal grant requirements laid out in 2 CFR 200. M. Grantee shall include all applicable and appropriate guidance, rules, regulations and terms of this Agreement in any sub-award or contract funded by these funds. 3. MODIFICATION OF SECTION X OF THE AGREEMENT. Section X is deleted in its entirety and is replaced with the following: X. DEFAULT. Default shall be viewed separately for Phase 1 and for each of the other Future Phases. Commerce, in its discretion, may declare Grantee in default under this Agreement upon the occurrence of any of the following: A. Grantee's failure to apply the grant funds to the purposes set forth in Section II of this Agreement without the prior written consent of Commerce. - 3 - B. Grantee's use of grant funds in a manner that is materially inconsistent with Grantee's Grant Administration Plan and Budget, as the same may be amended, which is incorporated into this Agreement (Attachment C). Materially inconsistent shall include, but not be limited to, a Project that results in (i) less than 250 housing units for Phase 1, or (ii) less than 200 housing units for Future Phases. C. Grantee's failure to timely provide reports required under Section VIII of this Agreement. D. Grantee's failure to otherwise satisfy, in any manner, any of the other obligations of Grantee as set forth in Section VII or any other part of this Agreement and its Attachments, Grantee's Grant Administration Plan and Budget, or any subsequent amendments. E. Grantee's failure to utilize the matching funds described in Section V for the Project and consistent with the Grantee's Grant Administration Plan and Budget and the Special Condition(s) and Payment Schedule. F. Commerce reserves the right to reject any use of the grant proceeds which it determines, in its sole and exclusive discretion, does not meet the criteria under the ARPA, the United States Department of the Treasury guidelines and interpretations, both current and as may be amended and supplemented in the future, associated with disbursement of funds under the ARPA. In the event of a default under this Section, Commerce shall provide Grantee with written notice of default and an opportunity to cure such default. If the default has not been resolved within thirty (30) days of the initial notice of default, then Commerce, at its option, may (i) terminate this Agreement with respect to the phase in default, (ii) in the event of fraud or application of grant funds that is not included in Grantee's Grant Administration Plan and Budget, or subsequent amendments, require any or all grant funds previously provided by Commerce to be repaid by Grantee in accordance with Section XII, and/or (iii) not provide any remaining grant funds to Grantee, with respect to the phase in default. In the event of default under this Section X(E), after being given an opportunity to cure, Grantee shall repay an amount equal to the difference between the amount of grant funds that were provided and the amount of matching funds the Grantee utilized for the Project. 4. MODIFICATION OF SECTION XI OF THE AGREEMENT. Section XI is deleted in its entirety and is replaced with the following: - 4 - XI. TERMINATION. Commerce may terminate this Agreement with respect to the phase in default, if(i) Grantee has failed to comply with the conditions of this Agreement or(ii) Grantee has used grant funds in a manner that is materially inconsistent with Grantee's Grant Administration Plan and Budget, or subsequent amendments. If this Agreement is terminated by Commerce, Grantee shall return to Commerce any unexpended grant funds allocated to such phase in default, within seven(7) days and provide a final report within 45 days after receiving notice of termination. Termination shall be effective as of the date specified in the notice. 5. MODIFICATION OF SECTION XII OF THE AGREEMENT. Section XII is deleted in its entirety and is replaced with the following: XII. REPAYMENT. In the event of default consistent with Section X or termination consistent with Section XI as a result of fraud or application of grant funds for a use that it ineligible under this Agreement, Grantee may be required to return any expended grant funds with respect to the phase in default. Grantee shall also be required to repay any ARPA funds granted under this Agreement with respect to such phase in default that remain unspent. Commerce reserves the right to determine the eligibility of the use of grant funds and shall reserve the right to take expended or unexpended funds back from the Grantee for those uses of said funds that are considered ineligible pursuant this Agreement, any subsequent amendments, the Grant Administration Plan and Budget and reallocate part or all of said funds prior to the End Date. 6. MODIFICATION OF ATTACHMENT E OF THE AGREEMENT. The Special Conditions (s) and Payment Schedule (Attachment E) is deleted in its entirety and is replaced with the following revised Special Condition(s) and Payment Schedule, dated September 5, 2023,that shall be incorporated into the Agreement as Attachment E. 7. All other terms and conditions of the Agreement shall continue in full force and effect. KANSAS DEPARTMENT OF COMMERCE 1000 SW Jackson, Suite 100 Topeka, Kansas 66612-1354 Phone: (785) 296-1913 AMA-4.nirtegF 11/7/2023 David C. Toland, Lt. Governor and Secretary Date - 5 - CITY OF SALINA PO Box 736 Salina, Kansas 67401 Phone: (785)309-5700 mike.schrage@salina.org i / 11/7/2023 Mi e chr.ge, City Manager Date - 6 - Attachment E SPECIAL CONDITION(S) AND PAYMENT SCHEDULE Awardee: City of Salina Pre-Award Documentation: 0001 Special Condition#1: The following Pre-Award documentation shall be submitted and accepted prior to the initial disbursement of grant funds. • SAM.gov entity registration for KSMSJ3UBBTM5 was not found. Entity registration on SAM.gov must be completed remain active during the grant period of performance. • Copy of the RFP solicitation of services for the housing development agreement submitted to Commerce in accordance with the professional services selection guidelines submitted with the application. • Completed Grant Administration Plan (GAP) detailing budget and timeline of expenditures for Phase 1. • $1,000,000 in matching funds have been documented to Commerce, fully committed, and available for use. Special Condition#2: The following Pre-Award documentation shall be provided by Grantee once acquired: • Proof of Permits • Proof of Insurance • Environmental Review Special Condition#3: At minimum, 95% of the prior disbursement has been fully expended, proof of cost and payment are submitted and accepted. Special Condition#4: The initial $1,000,000 in matching funds have been fully expended, proof of cost and payment are submitted and accepted, and it has been documented to the Department of Commerce that Grantee, or subrecipients of Grantee have the proportional matching funds for Disbursement 2 or 3, as applicable, fully committed and available for use. The term "subrecipient"shall mean a developer selected by the Grantee as part of the RFP solicitation of services referenced in Special Condition 1. Special Condition#5: Submit a completed GAP detailing budget and timeline of expenditures for Future Phases by December 15, 2023. In the event that such Future Phases GAP includes two or more phases, Commerce and Grantee shall revise the Disbursement Schedule below as needed (including dividing Disbursement 3 into two or more payments), to ensure that Grant funds can be disbursed in proportion to matching funds so as not to delay construction. Special Condition#6: All required Quarterly Reports are submitted with satisfactory progress of the Project determined at the sole discretion by Commerce. Special Condition#7: Grantee has submitted to Commerce an executed Phase 1 development agreement between Grantee and the subrecipient who will develop Phase 1. 7 91133392.6 Attachment E Special Condition#8: Grantee has submitted to Commerce an executed Future Phases development agreement between Grantee and the subrecipient(s) who will develop such Future Phases by March 15, 2024. PAYMENT SCHEDULE Disbursement# Amount Requirement 1 $1,000,000.00 Executed Award Agreement, completion of Special Condition 1 and documentation reflecting 100%of the required match amount grant funds as described in the Agreement. 2 $12,000,000.00 Completion of Special Conditions 2, 3,4, 5, 6, and 7. 3 $12,000,000.00 Completion of Special Conditions 2, 3, 4, 5, 6, and 8. 8 91133392.6