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2020-12-01 MMSBG Agreements AGREEMENT BETWEEN CITY OF MERIDIAN AND BLACK MOR LLC DBA WAHOOZ FAMILY FUN ZONE FOR IDAHO REBOUNDS - MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this V"- day of , 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Black Mor LLC DBA Wahooz Family Fun Zone, a Limited Liability Corporation organized under the laws of the state of Idaho ("Grantee"). WHEREAS, having received federal financial assistance, as such term is defined in 2 CFR § 200.40, from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds-Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS, pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds-Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000), for the approved expenses, asset forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE 1 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption (e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby€ederaI or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00), within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five(5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian Black Mor LLC DBA Wahooz Family Fun Zone Attn: Economic Development Administrator ATTN: Patrick Morandi, CEO 33 E. Broadway Avenue 400 W Overland Rd Meridian, Idaho 83642 Meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, regulation, statute, executive order, or U.S. Treasury, State, or City guideline, policy or MSBG GRANTEE AGREEMENT PAGE 3 directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports, or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen (14) days ofCity's demand, reimburse City for all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. I. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: Black Mor LLC DBA Wahooz Family Fun Zone Patrick Morandi, CEO CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG GRANT . AGREEMENT PAGE 4 EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Cintas $314.82 CMYK $7.00 Gem State $330.44 Gem State $426.23 Gem State $182.03 Gem State $1,070.57 Gem State $955.47 Gem State $24.53 Gem State $59.15 Gem State $394.07 Gem State $98.52 Gem State $75.26 Gem State $985.16 Gem State $66.91 Gem State $106.75 Gem State $106.75 Gem State $106.75 Gem State $65.36 Gem State $65.36 Gem State $173.85 Gem State $230.88 Gem State $357.79 Gem State $130.72 Gem State $106.7S Gem State $65.36 Gem State $65.36 Gem State $106.75 Gem State $65.36 Gem State $153.67 Gem State $76.83 Gem State $130.72 Gem State $166.07 Gem State $100,71 Shamrock $31.79 Shamrock $273.95 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 MS$G GRANTEE AGREEMENT PAGE 5 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $31.79 Shamrock $36.79 Shamrock $36.79 Shamrock $36.79 Shamrock $36.79 Shamrock $92.19 Shamrock $87.73 Shamrock $97.04 Shamrock $87.73 Shamrock $92.19 Shamrock $87.73 Shamrock $87.73 Shamrock $87.73 Shamrock $88.37 Shamrock $88.37 Shamrock $88.37 Shamrock $92.74 Shamrock $88.29 Shamrock $88.29 Shamrock $84.01 Shamrock $84.01 Wrist-band.com $512.97 Eligible Expenses $10,141.82 Approved Amount $10,000.00 MSBG GRANTEE AGREEMENT PAGE 6 AGREEMENT BETWEEN CITY OF MERIDIAN AND BOWDEN PROPERTIES LLC DBA ROARING SPRINGS WATER PARK FOR IDAHO REBOUNDS—MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this E"'"" day of�c Qembw, 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Bowden Properties LLC DBA Roaring Springs Water Park, a Limited Liability Corporation organized under the laws of the state of Idaho ("Grantee"). WHEREAS, having received federal financial assistance, as such term is defined in 2 CFR § 200.40,from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS, pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000), for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE I 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption (e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00), within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian Bowden Properties LLC DBA Roaring Springs Attn: Economic Development Administrator Water Park 33 E. Broadway Avenue ATTN: Patrick Morandi, CEO Meridian, Idaho 83642 400 W Overland Rd Meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (S) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. l. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, MSBG GRANTEE AGREEMENT PAGE 3 regulation, statute, executive order, or U.S. Treasury, State, or City guideline, policy or directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports, or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen (14) days of City's demand, reimburse City for all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. I. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: Bowden Properties LLC DBA Roaring Springs Water Park - �?LL� (6 Patrick Morandi, CEO CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG GRANTEC AGRL£MENT PAGE 4 EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount CMYK $28.00 CMYK $38.16 Gem State $364.75 Gem State $160.10 Gem State $169.71 Gem State $87.34 Gem State $24.53 Gem State $444.61 Gem State $106.75 Gem State $3,977.54 Gem State $67.10 Gem State $174.68 Gem State $741.01 Gem State $147.72 Gem State $106.75 Gem State $106.75 Gem State $212.14 Gem State $213.51 Gem State $278.58 Gem State $40.03 Gem State $40.03 Gem State $200.13 Gem State $71.53 Gem State $120.08 Gem State $160.10 Gem State $80.05 Gem State $40.03 Gem State $286.14 Gem State $160.10 Gem State $71.53 Gem State $120.08 Gem State $120.08 Premier Pharmaceuticals $2,898.00 $11,857.64 $10,000.00 MSBG GRANTEE AGREEMENT PAGE 5 AGREEMENT BETWEEN CITY OF MERIDIAN AND FINA BEAUTY NAILS& CO LLC FOR IDAIIO REBOUNDS--MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this day of W& , 2020 by and between the City ofMerWan, a municipal corporation organized under the laws of the:state of Idaho("City")and Fina Beauty Nails&Co,a Limited Liability Company organized under the laws of the state of Idaho (`'Grantee"). WHEREAS,having received federal financial assistance, as such term is defined in 2 CFR § 200A0, from the Coronavirus Relief Fund, designated within Title V,section 5001 of the Coronavirus Aid,Relief,and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the"CARES Act"),the State of Idaho(°`State")created the Idaho Rebounds— Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations;and WHEREAS,pursuant to the State's approval ofMeridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V,section 5001 of the CARES Act; Idaho Governor's Executive Order Nas.2020-07, 2020-08,and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State,Territorial, Local, and Tribal Governments(Dated June 30,2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance;and the City's MSBG program guidelines(collectively, ',,MSBG Rules");and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials;and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose,availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional,pending the approval and release of such funds to City; NOW,THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: 1. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars (S 10,000)for the approved expenses, as set forth in Exhibit A. Grantee stroll utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility.Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRAmrEE AGRF mEN T PAGE t L Grantee has SIX] or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 5. Grantee has incurred expense caused by COVID-19 related incidents,decisions,or qualified business interruption(e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs,disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20,2020 and December 30,2020. S. Grantee has not received funds for the expenses for which the MSBG funds arc awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials,defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason,Grantee no longer qualifies for MSBG funds dine to a change in compliance with one or mare of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement,Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG Funds awarded for the approved expenses,as set forth in Frhibil A, up to ten thousand dollars(S 10,000.00), within thirty (30)days of receipt of the specified funds by City. R Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds;compliance with the ternns of this Agreement or law;and/or audit by City, State, or federal agency shall he public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law,City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5)years after completion of all activities funded under this Agreement.The name of the business and the amount of grant funds received will be identified on the bmisparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. If. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG G ANm AGREEmE rr PAuE 2 contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. . , B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: I[to City: If to Grantee: City of Meridian Fina Beauty Nails&Co LLC Attu: Economic Development Administrator ATTN: Elma Dranic, Owner 33 E. Broadway Avenue 2020 E Overland Rd#1 l5 Meridian, Idaho 83642 Meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee,and each and all of its employees, agents, contractors,officials,officers, servants, guests,and/or invitees shall hold harmless,defend and indemnify City from and for all losses, claims, actions,liabilities, and/or judgments for:damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents,contractors, officials,officers, servants,guests, and/or invitees; and other costs,including litigation costs and attorneys' fees, arising out of, resulting from,or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor,or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown,and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color,creed,religion, ancestry,national origin, sex, disability or other handicap,age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five(5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period,the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee imligible for any further participation. in City grant programming, 1. Termination for convenience. City may terminate this Agreement by,at least thirty(30) days before the effective date of such termination,giving written notice to Grantee of such ternrtination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause,which shall include,but shall not be limited to,the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules,or any rule, regulation, statute, executive order,or U.S. Treasury, State, or City guideline,policy or MSBG GCE AGRumENr PA OE 3 directive as may become applicable at any time; b. Failure to ful£'ilI in a timely and proper manner its obligations under this Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports,or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. to the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void,and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen(14)days of City's demand, reimburse City for all MSBG finds disbursed. H. Assignment. Grantee shall not assign or Uwafer any interest in this agreement without prior written consent of City. 1. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement- J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal state, and local laws. K Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written., whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body,and signed by a duly authorized representative of each parry. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: Finn Beauty Nails&Ca LL.0 c, Owner CITY: City of Meridian Attest: By. Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG Gr Amu AGREEmEw PAGE 4 F"IB1T A: APPROVED EXPENSES Eligible Expense Amount Rent-June 911.28 Rent-J uty 2462.91 Rent-August 2462-91 Rent-September 2462.91 Rent-October 2462.91 Totai Eligible Expenses 10,752.92 Approved Amount 10,000.00 N513G GRANTEE AGREEMWr PAGE 5 AGREEMENT BETWEEN CITY OF MERIDIAN AND HOMESTEAD BAR AND GRILL LLC FOR IDAHO REBOUNDS-MUNICIPAL SMALL. BUSINESS GRANT FUNDS This Agreement is entered Into this 1�� day of iQV . 2020 by and between the City of Meridian, a munictpal corporation organized under the laws of the state of Idaho("City")and Homestead Bar and Grill LLC, a Limited 1.€ability Corporation organized under the laws of the state of Idaho("Granee"). WHEREAS, having received federal financial assistance. as such term is drfined in 2 CFR 200 40, from the Corunavin{s Relief Fund,designated within Title V, section 5001 of the Cornnavirus Aid, Relief, and Economic Security Act. RL 116.136.42 U,S C. §60I e►seq(the"CARES Act"),the State of Idaho("State")created the Idaho Rebounds-Municipal Small Business Grant ("MSB(I") program to help local businesses and orgmitations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provislon of economic support to those suffering from employment or business iriterruptions,due to COVID-19-related business closures or limitations;and WHEREAS, pursuant to the Slate's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID 19 pandemic,as set forth in Title V.section 5001 of the CARES Act. Idaho Governor's ExecuIive Order Nos.2020-07,20ZO.08.and 2020.08A; U.S. Treasury's Coronavinis Relief Fund Guidance for State,Territorial, Local,and Tribal Governments (Dared June 30, 2020): Idaho rebounds-Municipal Small Business Grant Program Description and Guidance; and the City's MSAG program guidelines(collectively,"MSBG Rules");and WHEREAS,Grantee submitted to City a complete application for MSBG funds, including all related materials:and City and Grantee wish to enter into a cooperative agreement for the invest writ of MSBG Funds for the purposes described therein. and WHEREAS,it is acknowledged by the Parties that although the Slate has approved the Meridian MSBG program and has generally rommilled the Funds as set forth in this Agreement for such purpose,availability of these funds to City, and thus to Grantee, is subject to the Slate's approval of Grantee's application arxi release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement I%provisional. penxling tlx:approval and release of such funds to City- NOW,THEREFORE, in considerai ion of the mutual covenants of the parties,the Partles agree as follows: I. STATEMENT OF WORK A. Activities Grantee shall use City's MSBG funds In an amount not to exceed ten thousand dollars (i10,000), for the approved expenses,asset forth In Exhihrf A Grantee shall utilize MSBG fiends granted hereunder in a manner consistent with this Agreement,the MSBG Rules- B. Current eligibility-Grantee certifies that Grantee is eligible to receive MSBG Funds, and that Grantee meets each of the follow€ng criteria-- MSBG GRAVM AcR>= NUNT PAGr 1 I. Grantee has 500 or fewer employees ?. Grantee is a business operating in tlx:City of Meridian, ldalx3 city limits 3. Gnariicc has an official FIN. 4. Grantee is an Idaho-domiciled buslntess. 5. Grantee incurred and paid the expenses for which the MSBG furls are awarded. 6. Grantee has incurred expense caused by CGVID-19 related incidents, decisions, or qualified business interruption(e-g., local closure orders, need for personal protective equipment.social distancing requirements. inetrasrd costs,disrupted supply network,etc.) T. The expenses for which the MSBG funds arc awarded were incurred between June 20. 2020 and December 30. 2020 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other CGVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities ar the business does not directly lobby federal or state officials,defined as having had a registered lobbyist at any point during 2020 10.Grantee is compliant in all respects with all CGVID-19 related orders,laws- ordinances, and regulat ions. G. Ongoing eligibiBly. duplication ofberte#its. Grantee-ball notify City immediately if. for any reason. Grantee no longer qualifies for MSBG funds due tq a Change in compliance with one or more of the enumerated eligibility cr-itesia. If Grantee receives or applies for other funding sources for the expenses described in this Agreement. Grantee shall immediately notify the City's Economic Devekipment Administrator D. Reirnbursetnmr Proerdures. City shall provide to Grantee the MSBG funds awarded for the approved expenses,as set forth in Exhibit A, up to ten thousand dollars(S 10,000.00),whidn thirty (30)days of receipt of the specified funds by City. & Disclosure and retention of records. Grantee acknowledges and undersrards that records submitted for the purposes of applying for MS13G funds;compliance with the terms or this Agreement or law:and/or audit by City, State,or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies'respective obligations to comply with the Idaho Public Records Act("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law. Clly shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenrikures incurred under this Agreement for a period of five(5) years after completion of all activities funded under this Agreement. The name of the bustrtes_s and the amount of grant funds received will be identified on the transparent.Idaho.gov weebsite and on the City of Meridian's Economic Developnient webpage.and may be disclosed upon request In accordance with the Idaho Public Records Act II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally camrnitted the funds as set forth in this Agreement for such purpose, a%ailabilOy of MSBG funds to City,and thus to Grantee, is subject to the State's approval of Grantee'%application and release of such funds to City Unkss and until the State approves Grantee's appIiralion and releases the curds to City,City shall have no M!5BG GRANM A.RrFW_N1 P-%c.t-2 contractual, legal,or equitable obligation to Gratil".whether under this Agreement or by any other legal or ecluliahle claim. In the event that MS13G funds for the purposes set forth in this Agrrenw°nt are not matte available io City,this Agreement-shaII be vokd, and City-shall have no obligation io Grantee.whether under this Agreement or under any legal or equitable claim. B. Nutieea. All notices required to be given by either of the parties hereto shall be in wriitng and be deem corm cmicated when pemnally served.or ensiled in the United States mail,addressed as follows- If to City: If to Grant": City of Meridian Hornestead hear and Grill LLC Attn: Economic Development Adininistralor ATTN-. 7arhary Kiebel,Owner 33 E. Broadway Avenue 1675 W Raidesnake CT Meridian, Idaho 83642 Meridian. ID 83646.5436 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors,officials,officers, servants,guests,and/or invitees shall hohd harmless, defend and indemnify City from and for all lasses,claimm actiurt_S. liabilities,and/or judgrne.nis for• damages or Injury to persons or property and/or losses arrd expenses caused or incurred by Gramee and/or its employers,agents,contractors, ❑ff clals. officers, servants, guests,and/or invitees; and other cons, Including€itigat€on costs and attorneys' fees,arising out of,resuhirtg from,or in connection with the performance of this Agreement and rx)t caused by or arising out of the tortious conduct of C Ity or any employee, contractor,or agent thereof. Grantee acknowledges that partici pat ion In this program carries risks. some of which may be unknown, and does agree to assume all such known or unkrx)wn risks D. Uniform compliance requiremenm Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR � 200 er. ". E. Nondiscrimination. Grantee will not discriminate againm any employee or applicant for err*&yment or services because of race, color.creed,religion, ancestry, national origin,sex, disability or other handicap.age, marital status or status with regard to public assistance. F. Terminatiom Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of terminatkin. The defaulting Party shall have five (5)days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time peripd, the other Party sha11 terminate- this Agreement for cause. In addition to termination of this Agreetrtent and/or any other rernedies as provided by law, City may dmiate Grantee ineligible for any further participat ion In City grant programming 1. Termination for conveniienee. City may terminate this Agreement by, at least thirty (30) days befon°nhe effective date of such termination,giving written notice to Grantee of such termination and specifying the effective date thereof 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not he limited to, the following- a. Failure to cornpfy with any provision of this Agreement,the MSHG Rules, or any ntle, regulation. statute,executive order,or U.S.Treasury.State,or City guidefine, policy or MSBG GRAArrrr-:Ac.rttraiirrr PAc.F 3 directive as rrwy become applicable at any timr b. Failure to fulfill in a Iimefy and proper tranner its obligations under ibis Agreement; c improper use of funds provided under this Agreement,or d. Submission of receipts, reports,or documents that are incorrect or incomplete in any rnaterial respect 3. Void if funds not available. In the event that MSBG funds for the purposes set faith in this Agreernent arr not made available to City, $his Agreement shail be void, and City shall have rro obligation to Grantee. whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attribttt hie to Grantee's acts or omissions, Grantee shall, within fourteen(14)days of'Chy's demand, reimburse City for all MSSG funds disbursed 11. Assigrinvent. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City L Non-waiver. Failure of either}warty to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquislrtrient of any party's right to thereafizr enforce such terra,and any right or rermdy hereunder may he asserted at any lirne, notwithstanding delay in enforrernent J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal. state,and local laws K. F-ddbits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the erxire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith The parties hereto may arne.nd this Agreement at any time provided that such amentlments are executed in writing, approved by City's governing body,and signed by a duly authorized representative of each party IN WITNESS WHERFQF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: Homestead Bar a G - C zaw Liebe#, Owner /Cf ry: City of Meridian Attest: By: Robert E. Simison. Mayor Chris Johnson. City Clerk W SBG Gi vmx AGurFMFM PAU 4 FXHIBIT A. APPROVED EXPENSES Eligible Expense Amount Rent•July 5971.00 Rent•Aqust J 5971,00 Total EIkgiWe Expenses I I I,942.00 Approved Amount I0,wo 00 MSBC GRAFrn'F AGRF.F11LEN PAGE 5 AGREEMENT BETWEEN CITY OF MERIDIAN AND K&L AFFAIRS LLC DBA F45 TRAINING MERIDIAN WEST FOR IDAHO REBOUNDS — MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this day of , 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and K&L Affairs LLC DBA F45 Training Meridian West, a Limited Liability Corporation organized under the laws of the state of Idaho ("Grantee"). WHEREAS, having received federal financial assistance, as such term is defined in 2 CFR § 200.40, from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS,pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000), for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE 1 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption (e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00), within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian K&L Affairs LLC DBA F45 Training Meridian Attn: Economic Development Administrator West 33 E. Broadway Avenue ATTN: Lindsay Winder, Owner/Manager Meridian, Idaho 83642 958 N Lionbridge PI Eagle, ID 83616 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, MSBG GRANTEE AGREEMENT PAGE 3 regulation, statute, executive order,or U.S. Trcasury, State, or City guideline, policy or directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this.Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports,or documents that are incorrect or incomplete in any material respect. 3. Void if hands not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City,this Agreement shall be void,and City shall have no obligation to Grantee,whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen(14) days ofCity's demand, reimburse City Eor all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. 1. Nora-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute awaiver or relinquishment of any party's right to thereafter enforce such term,and any right or remedy hereunder may be asserted at any time,notwithstanding delay in enforcement. J. Compliance with law_ Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws- K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written,whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN W]rTNESS WHEREOF,the parties shall cause this Agreement to be executed by their duty authorized officers to be effective as of the day and year first above written. GRANTEE: IC Affairs LLC F45 Training]Meridian West AAA I&I { L y Vfin j C"erlMa.nager CITY: City of Meridian Attest: By:Robert E. Simison, Mayor Chris Johnson,City Clerk MSBG GRANTEE MREEMENT P.AGF 4 EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Rent-July 6646.39 Rent-August 6646.39 Total Eligible Expenses 13,292.78 Approved Amount 10,000.00 MSBG GRANTEE AGREEMENT PAGE 5 AGREEMENT BETWEEN CITY OF MERIDIAN AND LARSON ENTERPRISES LLC FOR IDAHO REBOUNDS—MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this day of , 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Larson Enterprises LLC, a Limited Liability Company organized under the laws of the state of Idaho ("Grantee"). WHEREAS, having received federal financial assistance, as such term is defined in 2 CFR § 200.40, from the Coronavirus Relief Fund, designated within Title V. section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS,pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000), for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE 1 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption(e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00),within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian Larson Enterprises LLC Attn: Economic Development Administrator ATTN: Hunter Larson, Owner 33 E. Broadway Avenue 1300 n penn station lane Meridian, Idaho 83642 meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, regulation, statute, executive order, or U.S. Treasury, State, or City guideline, policy or MSBG GRANTEE AGREEMENT PAGE 3 directive as may become applicable at any time; b. failure to fulfill in a timely and proper manner its obligations under this Agree c. Improper use of funds provided under this Agreement;or - d. Submission of receipts,reports,or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City,this Agreement shall be void,and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall,within fourteen(14)days of City's demand, reimburse City for all MSBG funds disbursed. H. Assignment Grantee shall not assign or transfer any interest in this agreement without prior written consent of City, 1. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such terms and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement,Grantee shall comply with any and all applicable federal, state,and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein- t e L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written,whether previous to the execution = hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing,approved by City's governing body,and signed by a duly authorized representative of each party- IN WITNESS WHEREOF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: LaISOII En 5e5 Hunter tusk, n r CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG GRANTEE AGRE—rWNT PAGjE 4 EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Rent-August 2613.25 Rent-September 2613.25 Rent-October 2613.25 Rent-November 2716.37 Total Eligible Expenses 10,556.12 Approved Amount 10,000.00 MSBG GRANTEE AGREEMENT PAGE 5 AGREEMENT BETWEEN CITY OF MERIDIAN AND SLD LLC FOR IDAHO REBOUNDS—MUNICIPALff T'SMALL BUSINESS GRAN FUNDS This Agreement is entered into this l r1 1Q�day of A �6e,',,-2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City' and SL❑ LLC,a Limited Liability Company organized under the laws of the state of Idaho ("Grantee"). WHEREAS,having received federal financial assistance, as such term is defined in 2 CFR§ 200.40,from the Coronavirus Relief Fund,designated within Title V, section 5001 of the Coronavirus .Aid, Relief,and Economic Security Act, P.L. 116-136,42 U.S.C. § 601 et seq. (the"CARES Act"),the State of Idaho ("State")created the Idaho Rebounds—Municipal Small Business Grant("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations;and WHEREAS,pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act;Idaho Governor's Executive Order Nos.2020-07,2020-08, and 2020-08A;U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance;and the City's MSBG program guidelines(collectively,"MSBG Rules");and WHEREAS,Grantee submitted to City a complete application for MSBG funds, including all related materials;and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose,availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional,pending the approval and release of such funds to City, NOW,THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000),for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement,the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. MSBG GRANTEE AGREEmEN'T PAGE.1 3. Grantee has an official E1N. 4. Grantee is an Tdaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by CGVID-19 related incidents, decisions, or qualified business interruption(e.g., local closure orders,need for personal protective equipment, social distancing requirements, increased costs,disrupted supply network,etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee lags not received funds for the expenses for which the MSBG funds are awarded from other CGVID-1 9 grant programs, 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby fede.ra.l or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all CGVID-19 related orders,laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth.in Exhibit A, up to ten thousand dollars($10,000.00),within thirty (30) days of receipt of the specified fiends by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds;compliance with the terms of this Agreement or law; and/or audit by City, State,or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act(`7PRAz7), and may be posted online by the State of Idaho. Insofar as such records are exempt froin disclosure under lPIZA or other provision of law, City shalt make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years alter completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding.It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availabil ity of MSBG fluids to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City. City shall have no contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that.MSBG funds for the purposes set forth in this Agreement MSBG CCFRAwTF.F AGRFFMFNT NA(il-,2 are not made available to City,this Agreement shall be void,and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim, 13. Notices. All notices required to be given by either of the parties hereto shall be in.writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian SLID LLC Attn: Economic Development Administrator ATTIC: San:Le 33 E.Broadway Avenue 2563 N Bottle Brush Dr Meridian, Idaho 83642 Meridian, ID 83646 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless,defend and indemnify City-Froze and for all losses,claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees,agents, contractors, officials, officers. servants, guests,and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of.. resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor,or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for tederal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed,religion, ancestry,national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period,the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. I, Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof, 2. Termination for cause. Termination of this Agreement, in whole or in part,may occur for cause. which shall include,but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement,the MSBG Rules, or any rule, regulation, statute,executive order, or U.S. Treasury, State, or City guideline,policy or directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; MSBG CTRANTFF.ACiRrfMINT PACTI; c. Improper use of funds provided under this Agreement;or d. Submission of receipts,reports,or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee,whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen(14) days of City's demand, reimburse City for all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. 1. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time,notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state,and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings,oral or written,whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body,and signed by a duly authorized representative of each party, IN WITNESS WTIEREOF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: SLD LLC San Le CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson,City Clerk MSBG GRANTEE AGn:mEN-r PAGE 4 EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Rent-July 339936 Rent-August 3399.76 Rent-September 3399.76 Total Eligible Expenses 10,199.28 Amount Approved 10,000.00 MSBC'r GRANTEE AGR EEmEN'r PAVE 5 AGREEMENT BETWEEN CITY OF MERIDIAN AND SPORTS FAN CORPORATION DBA PRO IMAGE SPORTS FOR IDAHO REBOUNDS— MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this day of , 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Sports Fan Corporation dba Pro Image Sports, a general business corporation organized under the laws of the state of Idaho ("Grantee"). WHEREAS, having received federal financial assistance, as such term is defined in 2 CFR § 200.40,from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the"CARES Act"),the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS, pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A;U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed ten thousand dollars ($10,000), for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE 1 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption(e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00),within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian Sports Fan Corporation dba Pro Image Sports Attn: Economic Development Administrator ATTN: Travis Hawkes, Owner 33 E. Broadway Avenue 2775 W.Navigator Dr. STE 110 Meridian, Idaho 83642 Meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period,the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to,the following: a. Failure to comply with any provision of this Agreement,the MSBG Rules, or any rule, regulation, statute, executive order, or U.S. Treasury, State, or City guideline, policy or MSBG GRANTEE AGREEMENT PAGE 3 directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports, or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen(14) days of City's demand, reimburse City for all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. I. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN WITNESS WHEREOF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: an Corporation dUa Pro age Sports Travis Hawkes, caner CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG GRANTEE AGREEMENT PAGE 4 EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Rent-September 5416.67 Rent-October 5416.67 Total Eligible Expenses 10,833.34 Approved Amount 1 10,000.00 MSBG GRANTEE AGREEMENT PAGE 5 AGREEMENT BETWEEN CITY OF MERIDIAN AND T. ROWE &ASSOCIATES LLC FOR IDAHO REBOUNDS—MUNICIPAL SMALI, BUSINESS GRANT FUNDS This Agreement is entered into this 19th day of November_, 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho (`'City")and T. Rowe & Associates LLC, a Limited Liability Corporation organized under the laws of the state of Idaho (`:Grantee"). WHEREAS, having received federal financial assistance,as such term is defined in 2 CFR § 200.40, from the Coronavirus Relief Fund, designated within Title V, section.5001 of the Coronavirus Aid,Relief. and Economic Security Act, P.L. 1 16-136, 42 G.S.C. § 601 etseq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant ("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations;and WHEREAS,pursuant to the State's approval of'Meridian's MSBG program on September 11, 2020. City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act;Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local,and TrihaI Governments (Dated June 30, 2020);Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBCr Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG Funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpow,availability of these funds to City, and thus to Grantee, is subject to the StaWs approval of Grantee's application and release of such funds to City, and that C.ity's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties,the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Ch-antee shall use City's MSBG funds in an amount not to exceed three thousand six hundred fifty one dollars and sixty cents ($3,651.60), for the approved expenses. as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds. and that MSBG GRANTEE AGREk%iEvi PAGE 1 Grantee meets each of the following criteria: I. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian,Idaho city limits. 3. [.Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by CDVID-19 related incidents. decisions, or qualified business interruption(e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all C.GVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies tar other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars (S 10,000.00), within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee;acknowledges and understands that records submitted for the purposes of applying for MSBG funds; camp Hance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act ("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five(5)years after completion of all activities funded under this Agreement.The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City ofMeridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. H. C.EN F AL CDNDITIQ S A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until MSBG GR.ANTFF AGUE14ENT Rkeh 2 the State approves Grantee's application and releases the funds to City.. City shall have no contractual, legal,or equitable obligation to Grantee,whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee,whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail,addressed as follows: If to City: If to Grantee: City of Meridian T. Rowe &Associates LLC Attn: Economic Development Administrator ATTN: William Lowe, Owner 33 E. Broadway Avenue 1446 N MAIN ST Meridian,Idaho 83642 MERIDIAN. ID 83642 Either party may change its authorised representative anct or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee,and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitccs shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee andfor its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs,including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor,or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, arid does agrcc to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et.. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,marital status or status with regard to public assistance. F. Termination, Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The detaulting Party shall have five(5)days to cure the deficiency or non-compliance, if the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience, City may terminate this Agreement by, at least thirty(30) days before the ell' ctive date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part,may occur for cause, which shall include, but shall not be limited to,the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, MSBG GRANTrh A,;REEiiFNT PAur 3 regulation, statute, executive order, or U.S. Treasury, State,or City guideline,policy or directive as may become applicable at any time; b. Fai lure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use offunds provided under this Agreement;or d. Submission of receipts, reports, or documents that are incorrect or incomplete in any material respect. a. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City,this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen (14)days ofCity's demand, reimburse City for all MSBG funds disbursed. 11. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written Consent of City. L Nan-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with lave. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN WITNESS WHEREOF,the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: T. Rowe&Associates LLC William Rowe, Owner CITY: City of Meridian Attest: By: Robert E. SirnMn,Mayor Chris Johnson, City Clerk h4SBG GRAN Ith-E AUREEMEN'r PAGE 4 EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Rent-June 251.60 Rent-July 680.00 Rent-August 680.00 Rent•September 680.00 Rent-October 680.00 Rent-November 680.00 Total Eligible Expenses 3,651,60 fV19BG GRANTEE AGREEMENT PAGE 5 AGREEMENT BETWEEN CITY OF MERIDIAN AND VERTICAL VIEW LLC FOR IDAHO REBOUNDS—MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this day of , 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Vertical View LLC, a limited liability company organized under the laws of the state of Idaho ("Grantee"). WHEREAS,having received federal financial assistance, as such term is defined in 2 CFR § 200.40, from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-19-related business closures or limitations; and WHEREAS,pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional,pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed Six Thousand, Three Hundred, Fifty-eight Dollars and Thirty-eight Cents ($6,358.38), for the approved expenses, as set forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that MSBG GRANTEE AGREEMENT PAGE I Grantee meets each of the following criteria: 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption (e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00), within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. II. GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no MSBG GRANTEE AGREEMENT PAGE 2 contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian Vertical View LLC Attn: Economic Development Administrator Attn: Tyson Gray, Owner 33 E. Broadway Avenue 3850 E. Mackay Ct Meridian, Idaho 83642 Meridian, ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, MSBG GRANTEE AGREEMENT PAGE 3 regulation, statute, executive order, or U.S. Treasury, State, or City guideline, policy or directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports, or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City,this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen (14) days of City's demand, reimburse City for all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. I. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time, notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement, Grantee shall comply with any and all applicable federal, state, and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: Verti50 View LLC Tyson ay, Owner/Manager CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson, City Clerk MSBG GRANTEE AGREEMENT PAGE 4 EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount Hand Sanitizer-Amazon 111.24 Masks- Costoo 50.84 Masks-Amazon 189.00 Intermountain Gas- July(47.34) 25.06 Intermountain Gas-August 28.2E Intermountain Gas- September 28.29 CenturyLink-July 223.71 CenturyLink-August 220.90 CenturyLink-September 221.51 Idaho Power- July 1702.51 Idaho Power- August 1984.06 Idaho Power- September 1572.97 Total Eligible Expenses 6,358.38 GRANT AWARD $6,358.38 MSBG GRANTEE AGREEMENT PAGE 5 AGREEMENT BETWEEN CITY OF MERIDIAN AND PRECIOUS HANDS ACADEMY LLC DOING BUSINESS AS PRECIOUS HANDS ACADEMY#2 FOR IDAHO REBOUNDS—MUNICIPAL SMALL BUSINESS GRANT FUNDS This Agreement is entered into this 1st day of December, 2020 by and between the City of Meridian, a municipal corporation organized under the laws of the state of Idaho ("City") and Precious Hands Academy(doing business as Precious Hands Academy#2), a Limited Liability Company organized under the laws of the state of Idaho ("Grantee"). WHEREAS,having received federal financial assistance, as such term is defined in 2 CFR § 200.40, from the Coronavirus Relief Fund, designated within Title V, section 5001 of the Coronavirus Aid, Relief, and Economic Security Act, P.L. 116-136, 42 U.S.C. § 601 et seq. (the "CARES Act"), the State of Idaho ("State") created the Idaho Rebounds—Municipal Small Business Grant("MSBG") program to help local businesses and organizations affected by COVID-19 pandemic, enabling cities and counties to provide aid within their community, including by the provision of economic support to those suffering from employment or business interruptions due to COVID-I 9-related business closures or limitations; and WHEREAS,pursuant to the State's approval of Meridian's MSBG program on September 11, 2020, City seeks to disburse MSBG funds to Meridian small businesses for the reimbursement of expenses incurred due to the COVID-19 pandemic, as set forth in Title V, section 5001 of the CARES Act; Idaho Governor's Executive Order Nos. 2020-07, 2020-08, and 2020-08A; U.S. Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal Governments (Dated June 30, 2020); Idaho Rebounds—Municipal Small Business Grant Program Description and Guidance; and the City's MSBG program guidelines (collectively, "MSBG Rules"); and WHEREAS, Grantee submitted to City a complete application for MSBG funds, including all related materials; and City and Grantee wish to enter into a cooperative agreement for the investment of MSBG funds for the purposes described therein; and WHEREAS, it is acknowledged by the Parties that although the State has approved the Meridian MSBG program and has generally committed the funds as set forth in this Agreement for such purpose, availability of these funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City, and that City's obligation to provide funding to Grantee under this Agreement is provisional, pending the approval and release of such funds to City; NOW, THEREFORE, in consideration of the mutual covenants of the parties, the Parties agree as follows: I. STATEMENT OF WORK A. Activities. Grantee shall use City's MSBG funds in an amount not to exceed Ten Thousand Dollars ($10,000.00), for the approved expenses, asset forth in Exhibit A. Grantee shall utilize MSBG funds granted hereunder in a manner consistent with this Agreement, the MSBG Rules. B. Current eligibility. Grantee certifies that Grantee is eligible to receive MSBG funds, and that Grantee meets each of the following criteria: MSBG GRANTEE AGREEMENT PAGE 1 1. Grantee has 500 or fewer employees. 2. Grantee is a business operating in the City of Meridian, Idaho city limits. 3. Grantee has an official EIN. 4. Grantee is an Idaho-domiciled business. 5. Grantee incurred and paid the expenses for which the MSBG funds are awarded. 6. Grantee has incurred expense caused by COVID-19 related incidents, decisions, or qualified business interruption(e.g., local closure orders, need for personal protective equipment, social distancing requirements, increased costs, disrupted supply network, etc.). 7. The expenses for which the MSBG funds are awarded were incurred between June 20, 2020 and December 30, 2020. 8. Grantee has not received funds for the expenses for which the MSBG funds are awarded from other COVID-19 grant programs. 9. Grantee does not exist for the purpose of advancing partisan political activities or the business does not directly lobby federal or state officials, defined as having had a registered lobbyist at any point during 2020. 10. Grantee is compliant in all respects with all COVID-19 related orders, laws, ordinances, and regulations. C. Ongoing eligibility; duplication of benefits. Grantee shall notify City immediately if, for any reason, Grantee no longer qualifies for MSBG funds due to a change in compliance with one or more of the enumerated eligibility criteria. If Grantee receives or applies for other funding sources for the expenses described in this Agreement, Grantee shall immediately notify the City's Economic Development Administrator. D. Reimbursement Procedures. City shall provide to Grantee the MSBG funds awarded for the approved expenses, as set forth in Exhibit A, up to ten thousand dollars ($10,000.00), within thirty (30) days of receipt of the specified funds by City. E. Disclosure and retention of records. Grantee acknowledges and understands that records submitted for the purposes of applying for MSBG funds; compliance with the terms of this Agreement or law; and/or audit by City, State, or federal agency shall be public records subject to disclosure by City and/or State pursuant to such agencies' respective obligations to comply with the Idaho Public Records Act("IPRA"), and may be posted online by the State of Idaho. Insofar as such records are exempt from disclosure under IPRA or other provision of law, City shall make reasonable efforts to avoid and/or prevent their disclosure. Grantee shall retain all records pertinent to the expenditures incurred under this Agreement for a period of five (5) years after completion of all activities funded under this Agreement. The name of the business and the amount of grant funds received will be identified on the transparent.idaho.gov website and on the City of Meridian's Economic Development webpage, and may be disclosed upon request in accordance with the Idaho Public Records Act. IL GENERAL CONDITIONS A. Contingent on funding. It is acknowledged by the Parties that although the State has approved the Meridian MSBG program and the State has generally committed the funds as set forth in this Agreement for such purpose, availability of MSBG funds to City, and thus to Grantee, is subject to the State's approval of Grantee's application and release of such funds to City. Unless and until the State approves Grantee's application and releases the funds to City, City shall have no contractual, legal, or equitable obligation to Grantee, whether under this Agreement or by any other MSBG GRANTEE AGREEMENT PAGE 2 legal or equitable claim. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City, this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. B. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed in the United States mail, addressed as follows: If to City: If to Grantee: City of Meridian Precious Hands Academy#2 Attn: Economic Development Administrator Attn: Janelle Corona 33 E. Broadway Avenue 17070 N Shupe Court Meridian, Idaho 83642 Nampa, ID 83687 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. C. Indemnity. Grantee, and each and all of its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall hold harmless, defend and indemnify City from and for all losses, claims, actions, liabilities, and/or judgments for: damages or injury to persons or property and/or losses and expenses caused or incurred by Grantee and/or its employees, agents, contractors, officials, officers, servants, guests, and/or invitees; and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement and not caused by or arising out of the tortious conduct of City or any employee, contractor, or agent thereof. Grantee acknowledges that participation in this program carries risks, some of which may be unknown, and does agree to assume all such known or unknown risks. D. Uniform compliance requirements. Grantee shall comply with applicable uniform administrative requirements, cost principles, and audit requirements for federal awards, as described in 2 CFR §§ 200 et. seq. E. Nondiscrimination. Grantee will not discriminate against any employee or applicant for employment or services because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status or status with regard to public assistance. F. Termination. Either Party may terminate this Agreement for cause by providing written notice to the other of the basis of termination. The defaulting Party shall have five (5) days to cure the deficiency or non-compliance. If the deficiency or non-compliance is not cured within this time period, the other Party shall terminate this Agreement for cause. In addition to termination of this Agreement and/or any other remedies as provided by law, City may declare Grantee ineligible for any further participation in City grant programming. 1. Termination for convenience. City may terminate this Agreement by, at least thirty(30) days before the effective date of such termination, giving written notice to Grantee of such termination and specifying the effective date thereof. 2. Termination for cause. Termination of this Agreement, in whole or in part, may occur for cause, which shall include, but shall not be limited to, the following: a. Failure to comply with any provision of this Agreement, the MSBG Rules, or any rule, regulation, statute, executive order, or U.S. Treasury, State, or City guideline,policy or MSBG GRANTEE AGREEMENT PAGE 3 directive as may become applicable at any time; b. Failure to fulfill in a timely and proper manner its obligations under this Agreement; c. Improper use of funds provided under this Agreement; or d. Submission of receipts, reports,or documents that are incorrect or incomplete in any material respect. 3. Void if funds not available. In the event that MSBG funds for the purposes set forth in this Agreement are not made available to City,this Agreement shall be void, and City shall have no obligation to Grantee, whether under this Agreement or under any legal or equitable claim. G. Repayment. In the event of termination for cause attributable to Grantee's acts or omissions, Grantee shall, within fourteen (14)days of City's demand, reimburse City for all MSBG funds disbursed. H. Assignment. Grantee shall not assign or transfer any interest in this agreement without prior written consent of City. I. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time,notwithstanding delay in enforcement. J. Compliance with law. Throughout the course of this Agreement,Grantee shall comply with any and all applicable federal, state, and local laws. K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. The parties hereto may amend this Agreement at any time provided that such amendments are executed in writing, approved by City's governing body, and signed by a duly authorized representative of each party. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of the day and year first above written. GRANTEE: Precious Hands Academy LLC doing business as Precious Hands Academy#2 Janelle Corona CITY: City of Meridian Attest: By: Robert E. Simison, Mayor Chris Johnson,City Clerk MSBG GRANTEE AGREEMENT PAGE 4 EXHIBIT A: APPROVED EXPENSES Eligible Expense Amount August Rent 5279.00 September Rent 5438_DO Total Eligible Expenses 10,717.00 GRANT AWARD $10,000.00 MSBG GRANTEE AGREEMENT PAGE 5