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