3. Cost overruns incurred as a result of the COVID-19 emergency On May 25, 2021, the City Council approved Resolution No. 2021-194 approving the Pandemic Recovery Strategy, Modesto Forward, and the associated spending plan for the American Rescue Plan funds; and authorizing the City Manager to carry out the necessary steps to implement the strategy and spending plan. The Modesto Forward plan allocated funding to support the implementation of Beautification Improvement Program and Small Business Development Program.
City Beautification Efforts
Aligned with our city's strategic initiatives, the Expand Beautification objective in Modesto Forward focuses on revitalizing our community to enhance aesthetics and economic vitality. The City of Modesto has enacted policies and procedures to improve the overall aesthetic of the community in addition to addressing overall quality of life improvements through blight abatement strategies and the enacting of a vacant building ordinance update.
On June 7, 2022, by Resolution No. 2022-324, Council approved a blight abatement program for education and outreach of blight abatement programs in accordance with the 2020-2025 blight abatement strategy. A component of this program also included the creation of the “Modesto Mo’ Beautiful” initiative which has served as an anchor to connect the various blight abatement services in the City. On September 21, 2023, by Ordinance No. 3770-C.S, § 2, the City Council amended the Modesto Municipal Code to create additional requirements to address vacant buildings throughout the City of Modesto. Property owners are generally required to register buildings that remain vacant for more than sixty (60) days. This registration also includes the payment of an annual fee to cover the cost of annual inspections by City code enforcement officers.
Stanislaus 2030: Advancing Economic Prosperity
Stanislaus 2030 is a collaborative initiative in Stanislaus County, California, uniting community members, organizations, and local leaders. Its mission is to address critical challenges such as housing, healthcare, education, and environmental sustainability, with a vision of fostering a thriving and equitable future. The initiative emerged from community dialogues and workshops, where residents identified common issues and opportunities for enhancement. Through inclusive dialogue and strategic planning, Stanislaus 2030 aims to leverage the collective wisdom and resources of the county to achieve lasting positive change.
At the heart of Stanislaus 2030 lies the Investment Blueprint, a shared vision for economic prosperity within the community. This blueprint identifies Small Businesses as a key focus area.
Recently, Stanislaus 2030 published the Small Business Implementation Roadmap, a strategic guide to realizing this vision.
Collaborating with Next Street, a mission-driven advisory firm, Stanislaus 2030 analyzed the current small business market in Stanislaus County and Modesto. Research reveals critical gaps:
Capacity-Building: The ecosystem lacks the necessary capacity-building and investigative roles to create sustainable impact for small businesses. Access to Capital: Stark inequities exist in accessing capital. More alternative lenders and flexible options are needed for entrepreneurs.
Centralized Resources: Currently, there is no centralized resource to navigate ecosystem initiatives effectively.
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Economic Development Committee, August 5, 2024
Revolving Loan Funds for Business Beautification and Business Incentives
Recognizing the pivotal role of small businesses in both economic growth and community wellbeing in meeting these identified challenges, the Small Business Collaborative was formed. Their active involvement in shaping and developing the Small Business Implementation Roadmap ensured inclusivity and sustainability. The roadmap focuses on six key initiatives, aiming to enhance ecosystem capacity for Main Street and Supplier businesses. By 2030, Stanislaus County aims to provide comprehensive support for anyone starting, sustaining, or scaling a business, including a “revolving, flexible loan fund one-stop shop for support and financing.” City officials have forged partnerships with regional stakeholders to advocate for policies promoting economic resilience and fostering an environment conducive to business prosperity.
These efforts are backed by strategic investments in infrastructure, workforce development, and business incubation programs aimed at revitalizing Modesto's economic landscape. As Modesto continues to navigate the aftermath of the pandemic, these proactive measures underscore the City's commitment to fostering a thriving ecosystem where small businesses can flourish despite ongoing economic challenges.
To implement this strategy identified by Stanislaus 2030, the City is seeking to implement a revolving loan fund for business beautification and business incentives which will operate on a sustainable cycle of lending and repayment, aimed at fostering ongoing initiatives such as small business development, community projects, or environmental efforts. Initially funded through sources like government grants, the fund disburses loans to eligible borrowers. As these borrowers repay their loans—comprising both principal and interest—the funds are returned to the pool, replenishing it for future lending. This perpetual cycle enables the fund to grow its resources over time, harnessing accumulated repayments and interest income to broaden its impact.
DISCUSSION:
Valley First Credit Union aims to address critical needs particularly the access to capital for small businesses. Modesto is seeking to partner with Valley First Credit Union to administer a revolving loan fund to assist with Business Incentives and Business Beautification efforts. Businesses could apply towards the fund for loans up to $75,000 to be repaid up to sixty months. Staff is proposing a $500,000 grant from ARPA to each loan fund program. This partnership represents a significant step towards addressing the financial barriers that have historically impeded our local businesses and beautification efforts.
Valley First Credit Union enhances the potency of such a revolving loan fund through robust support mechanisms and a community-centered approach. Drawing on its expertise in small business lending and local networks, Valley First provides crucial initial funding and administrative backing to launch the fund effectively. They identify and finance qualified borrowers for small business expansions and community-driven sustainability projects, complemented by financial education and flexible loan terms. Through transparent reporting and advocacy efforts, Valley First Credit Union bolsters the fund's efficacy, averaging twenty-five loans per year.
Valley First Credit Union aims to address the pressing issues identified by Stanislaus2030, particularly the access to capital for small businesses, which represent nearly half of City Business. There are two main gaps and needs related to capital:
Increased access to flexible debt capital and
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Economic Development Committee, August 5, 2024
Revolving Loan Funds for Business Beautification and Business Incentives
Emerging gaps are evident in three primary areas within the capital marketplace:
Inequities in access to capital for underserved communities, Limited Community Development Finance Institute lending from capital providers, including Stanislaus-based equity/VC providers, and
Scarcity of capital products to scale businesses, facilitate grantmaking, and provide microloans.
Valley First Credit Union offers an alternative financing solution that is more flexible and accessible, supporting ventures in various capacities:
Providing operating capital to meet daily business needs. Financing machinery and equipment purchases essential for business operations. Assisting with the acquisition of land and buildings crucial for expansion. Supporting building expansions to accommodate growing business demands. Participating in specialized programs such as the Stanislaus 2030 Home Childcare License Initiative, fostering innovation in service sectors.
Valley First Credit Union's involvement will strengthen these efforts and assist property owners in reducing blight by providing financial resources for:
Remediation of blighted properties, revitalizing neglected areas of our city. Facade rehabilitation and enhancement, enhancing the visual appeal and attractiveness of our neighborhoods.
Financial support for historical preservation initiatives, preserving our city's heritage. Assisting with unreinforced masonry improvements, ensuring safety and sustainability in older structures.
Valley First Credit Union Partnership Summary
Loans would range from $2,500 to $75,000 with repayment terms from 12-60 months Interest rate would be at five points below prime with a floor of 2.5% APR. For reference prime rate is 8.5% so the loans would be 3.50% Annual Percentage Rate (APR).
Businesses can apply for this funding with the preferred amount and term to assist with the following activities. Once funding is repaid- this funding can be utilized for future loans to other businesses.
Business Incentives Loan Fund
Operating capital
Machinery and equipment purchase
Acquisition of land and buildings
Building expansion
Niche programs – i.e. Stanislaus 2030’s Home Childcare License Initiative Expand Beautification Loan Fund
Blight remediation
Façade rehabilitation or enhancement
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Economic Development Committee, August 5, 2024
Revolving Loan Funds for Business Beautification and Business Incentives
Historic preservation requirements
Unreinforced masonry
FISCAL IMPACT:
The projects are currently budgeted in the Modesto Forward ARPA grant allocation as follows:
Proposed Program Oracle Project
Number Description Total
Revolving Loan Fund
Business Incentives Project 101548 Business Incentives Outside of Downtown $500,000 Revolving Loan Fund
Business Beautification
Project 101401 Expand Modesto
Beautification $500,000
RECOMMENDED COMMITTEE ACTION:
Staff Recommendations:
Motion recommending a Modesto Forward Grant Agreement with Valley First Credit Union for two revolving loan fund programs — "Business Beautification” and “Business Incentives,” not to exceed $500,000 for each program over two and a half years and forwarding to Council for approval.
Approved by:
Jessica Hill, Director Community and Economic
Development
Joseph P. Lopez, City Manager
Attachments:
1. Agreement – Revolving Loan Fund Business Incentive
2. Agreement – Revolving Loan Fund Business Beautification #9..
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Funding Contribution Agreement – Valley First Credit Union
CITY OF MODESTO PANDEMIC RECOVERY STRATEGY
MODESTO FORWARD GRANT AGREEMENT
This Modesto Forward Grant Agreement (“Agreement”) is entered into in the City of Modesto, State of California, this ____ day of ____________ 2024 (“Effective Date”) by and between the City of Modesto, a California municipal corporation (“City”), and the Valley First Credit Union (“Recipient”). The City and Recipient shall be collectively referred to hereinafter as the “Parties”.
This Agreement is made regarding the following recitals:
WHEREAS, the City received an allotment of funds from the United States Department of Treasury through the Coronavirus Local Fiscal Recovery Fund established by the American Rescue Plan Act (“ARPA”); and
WHEREAS, on May 25, 2021, by Resolution No. 2021-194, Council approved the Pandemic Recovery Strategy – Modesto Forward, hereinafter referred to as “Modesto Forward”, to support local recovery from the pandemic; and WHEREAS, in alignment with the City’s 5-Year Strategic Plan, Modesto Forward includes three post pandemic funding initiatives to help the community exit the pandemic period and focused on Economic Vitality, Governance and Service Delivery, and Quality of Life; and WHEREAS, Economic Vitality initiatives are intended to improve the economic vitality of the community; Governance and Service Delivery initiatives are intended to improve the organization and service delivery for residents; and Quality of Life initiatives are intended to improve the quality of life for residents; and
WHEREAS, Modesto Forward includes a comprehensive spending plan, which may include ARPA funding, to programs and projects for Quality of Life that includes the Downtown Beautification initiative; and
WHEREAS, on August 27, 2024, the City Council adopted Resolution No. 2024-________, awarding a grant of Five Thousand Dollars ($500,000) to Recipient for the purposes set out in Exhibit A, subject to the terms and conditions set out in this agreement.
NOW THEREFORE, the City and Recipient agree as follows:
1. Term
The term of this Agreement (the “Term”) shall commence upon the effective date.
Scope of Work (Exhibit A) deliverables must be completed by December 31, 2026; the Agreement shall terminate upon fulfillment of Federal reporting requirements (Exhibit B), no later than January 15, 2027.
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Funding Contribution Agreement – Valley First Credit Union
2. Grant Award
A. The City shall provide Recipient with a grant of City of Five Hundred Thousand Dollars ($500,000) (the “Grant”) for the purposes and activities further specified in Exhibit A, attached hereto and incorporated by referenced (the “Activities”).
Disbursement of the Grant is dependent upon Recipient providing all records and documentation reasonably required by the City.
B. Recipient shall expend the Grant solely on the Activities, as specified in Exhibit A.
Recipient shall not use the Grant for any other purpose or activity without the prior written consent of the City.
C. The Recipient shall operate within the territorial limits of the City of Modesto and the beneficiaries, if any, of the Activities shall be the residents of the City of Modesto.
D. Recipient shall expend the entirety of the Grant by no later than December 31, 2026.
Any portion of the Grant that has not been expended by December31, 2026 shall be returned to the City no later than January 10, 2027.
3. Recipient’s Obligations
A. Throughout the Term of this Agreement, the Recipient shall obtain and maintain all licenses, permits, qualifications and approvals legally required to conduct business.
The Recipient warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to perform the Activities specified by this Agreement. Recipient shall perform the Activities requires pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Recipient is engaged.
B. The Recipient shall provide appropriate acknowledgement of the Grant by using the City’s logo or making a written acknowledgement in its publicity, promotional materials, information materials, press materials, at public occasions relating to the Activities, and on any website maintained by the Recipient.
4. Quarterly Reporting Requirements
Recipient shall submit quarterly reports to the City on the form attached hereto as Exhibit D, and incorporated herein by reference, or on such other form as required by the City.
5. Annual Reporting Requirements
Recipient shall submit an annual report, in accordance with the requirements set forth in Exhibit C, attached hereto and incorporated herein, to the City within 180 days of the end of the Recipient’s fiscal year in a form approved by the City. The annual report shall #9..
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Funding Contribution Agreement – Valley First Credit Union be in addition to the reporting required by Section 4, and shall include, but not limited to:
A. Summary of activities and accomplishments, mandate and/or mission of the organization;
B. List of Board Directors with title, contact information and mandate term of each Director;
C. Organizational Chart;
D. Project/Program Expenditures-to-date (including receipts); E. Any other information reasonably requested by the City.
6. Audit Requirements
A. In addition to all other reports and records required by this Agreement, the Recipient shall keep and make available proper books of account and records of the financial management of the Grant provided under this agreement, in accordance with generally accepted business and accounting practices. Such records shall include, but not be limited to, records providing a full description and accounting of each activity undertaken.
B. Recipient agrees to keep all necessary books and records required by this Agreement for five (5) years following the end of this Agreement, and shall document all transactions so that all expenditures may be properly audited.
C. Recipient agrees that City or any authorized representative has access to and the right to examine all records, books, papers, or documents related to the project.
Recipient shall allow the City or any authorized representative access to all records, books, papers, or documents related to the project within forty-eight (48) hours of a request to examine.
7. Preservation of Assets
Any assets purchased with the Grant, the cost of which exceed $5,000, shall be preserved by the Recipient and shall not be sold, leased, given away or otherwise disposed of prior to the end of the useful life of the asset without prior written consent of the City.
8. Termination, Suspension and/or Repayment of Grant
The City may terminate, suspend and/or require repayment of the Grant in the event of any of the following circumstances, after notice from the City and a reasonable opportunity to cure:
A. The Recipient fails to provide the Activities, or any portion of the Activities, described in Exhibit A of this Agreement or substandard performance of the Activities;
B. The Recipient suspends or fails to carry on and continuously conduct its operations, or there is a disruption on the performance of the Activities; C. The Recipient has a partisan political affiliation and/or participates in partisan political activities.
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Funding Contribution Agreement – Valley First Credit Union D. The Recipient uses the Grant for a purpose or activity other than those specified in Exhibit A.
E. The Recipient becomes bankrupt or insolvent, goes into receivership or becomes subject to the provisions of any bankruptcy, insolvency, or any other Act for the benefit of creditors, or makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency;
F. The Recipient fails to provide to the City with any report, record, or documentation required by this Agreement, or fails to provide any documentation requested by the City in accordance with the terms of this agreement;
G. The Recipient has made any material misrepresentation to the City or its representatives with respect to any of the matters contained herein and/or in the Recipient’s funding submission/proposal/application for the Grant, or which have been made or may be made in the future surrounding these matters; H. The Recipient breaches any term of this Agreement, after notice from the City and a reasonable opportunity to cure the breach;
9. Compliance with Applicable Laws
Recipient shall carry out, and cause its contractors, consultants, employees and agents to carry out, the Activities, in compliance all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation and to the extent applicable, the prevailing wage provisions of the federal Davis-Bacon Act and implementing rules and regulations and state prevailing wages pursuant to Labor Code Section 1770 et seq. Without limiting the foregoing, Recipient shall comply with ARPA, the regulations implement ARPA (31 CFR Part 35), any interpretative guidance issued by the United Stated Department of Treasury, and those Grant terms and conditions attached hereto as Exhibit B, and incorporated herein.
10. Non-Assignment
The Recipient shall not assign this Agreement, the Grant, or any part thereof, without the Prior written consent of the City. Any assignment in violation of this section shall require an immediate repayment of the Grant to City by the Recipient.
11. Indemnity and Liability
A. The Recipient shall indemnify , defend with counsel acceptable to City, and hold harmless the City, its officials, officers, employees, and agents (“Indemnitees”) from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which, directly or indirectly, arises out of or relates to this Agreement or the performance of the Activities, except to the extent the Claims arise from the gross negligence or willful misconduct of City. #9..
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Funding Contribution Agreement – Valley First Credit Union B. The City shall not be liable to the Recipient or any other party in relation to the Grant and/or the services provided by the Recipient pursuant to the terms of this agreement. The Recipient shall be solely responsible for the payment of any individuals employed, engaged or retained by the Recipient for the purpose of assisting it in the fulfilment of its obligations under this agreement.
12. Insurance
The Recipient shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.
In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Recipient shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days’ notice of the cancellation on the policies of insurance required hereunder (10 days’ notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice.
The Recipient shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000.
(b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent The Recipients and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage . This insurance shall cover any automobile for bodily injury and property damage.
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Funding Contribution Agreement – Valley First Credit Union (d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.
If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Recipient shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Recipient to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Recipient to obtain and/or maintain any required insurance shall not relieve the Recipient from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Recipient concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by The Recipient for the City. The Recipient's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Recipient must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.
THE RECIPIENT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, THE RECIPIENT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.
For any claims related to this project, the RECIPIENT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the RECIPIENT’S insurance and shall not contribute with it.
13. Non-Discrimination
Recipient shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Recipient under this Agreement. Recipient shall #9..
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Funding Contribution Agreement – Valley First Credit Union comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Recipient, including but not limited to the satisfaction of any positive obligations required of Recipient thereby.
14. NOTIFICATION
Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either Party during the term of this Agreement, which Recipient or City shall be required or may desire to make shall be in writing and may be personally served or, alternately, sent by prepaid first class mail to the respective Parties as follows:
To City:
City of Modesto
Attn: Jessica Hill, Director of Community and Economic Development 1010 10th Street
Modesto, CA 95353
To Recipient:
Valley First Credit Union
Attn: Kathryn J. Davis, CEO
1419 J Street
Modesto, CA 95354
15. SEVERABILITY
If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or City statute, ordinance or regulation; the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.
16. DISPUTE RESOLUTION
All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any #9..
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Funding Contribution Agreement – Valley First Credit Union court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.
This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by the Recipient with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by The Recipient so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by the Recipient to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to the Recipient. Otherwise, the claim or claims shall be deemed waived in their entirety.
The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made. Both City and the Recipient shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.
Whether or not City and the Recipient may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.
The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail.
The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.
Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.
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Funding Contribution Agreement – Valley First Credit Union The Recipient shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and The Recipient involving the work of the subcontractor to be joined. The Recipient’s failure to do so shall be a breach of this Agreement.
The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.
17. INDEPENDENT PARTIES
Nothing in this Agreement is intended to or shall establish the Parties as partners, coventurers, or principal and agent with one another. At all times during the term of this Agreement, Recipient and City shall be independent parties, and Recipient shall not be an employee of the City. Except as Recipient may specify in writing, Recipient shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Recipient shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. At all times during the term of this Agreement, Recipient and
18. ENTIRE AGREEMENT
This Agreement, including the exhibits attached hereto, represents the entire and integrated agreement between City and Recipient and supersedes all prior negotiations, representations, or agreements, either written or oral. No amendment of any of the terms or provisions of the Agreement shall be deemed valid unless it is in writing and signed by both Parties.
19. GENERAL PROVISIONS
A. Binding Agreement. This agreement shall be binding on and inure to the benefit of the City, the Recipient and their respective successors and assigns. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.
B. Severability. Any provision of this agreement, which is or becomes prohibited or unenforceable in any jurisdiction, shall not invalidate or impair the remaining provisions of this agreement which shall be deemed severable from the prohibited or unenforceable provision and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable that provision in any other jurisdiction.
C. Waiver. The fact that the City refrains from exercising a remedy it is entitled to exercise under this agreement shall not be considered to be a waiver of such right and, furthermore, partial or limited exercise of a right conferred upon the City shall not prevent the City in any way from later exercising any other right or remedy under this agreement or other applicable law. No waiver of any breach #9..
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Funding Contribution Agreement – Valley First Credit Union of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party
D. Business License. Recipient will have a valid City of Modesto Business License.
E. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding chose of law rules.
F. Construction of Agreement. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since all of the Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.
G. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The persons executing this Agreement on behalf of Parties have been duly authorized to do so.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the effective date set forth above.
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Funding Contribution Agreement – Valley First Credit Union EXHIBIT A – SCOPE OF WORK
PROJECT TITLE:
Main Street Business Development Loan Funds
Proposal: Seed a Revolving Loan Fund for Modesto's Main Street Businesses Using ARPA Funds
Loan and investment funds are crucial for community economic development, supporting a wide array of needs from business startups to real estate and personal finance. These funds stabilize economies, create jobs, and build community assets, particularly benefiting underserved markets like BIPOC entrepreneurs and rural areas.
Need for a Loan Fund in Modesto:
Small businesses in Modesto cite access to capital as their top priority for starting, surviving, and scaling.
Structural barriers, especially for BIPOC entrepreneurs, hinder access to traditional financial institutions.
The pandemic exacerbated capital gaps, disproportionately affecting local businesses. There's a notable lack of microloan products tailored to local needs. Outside commercial banks dominate local debt capital but lack community understanding and engagement.
Opportunity for Modesto with ARPA Funds:
Modesto can leverage ARPA funds under the first bucket for COVID-19 response to create a Loan Fund.
These funds must directly alleviate pandemic-related financial hardships for borrowing businesses.
Eligible businesses include manufacturing, service, retail, agribusiness, and professional sectors.
Allowed uses include operating capital, equipment purchase, land acquisition, building expansion, and community enhancements.
Proposed Fund Details:
Funds Requested: $1 million to seed two Loan Funds—Beautification and Main Street Businesses
Loan Products:
o Micro Loans: $2,500, 12-month repayment term.
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Funding Contribution Agreement – Valley First Credit Union o Other Loans: $2,501 to $75,000 (average $25,000), up to 60-month repayment term.
Interest Rate: Prime Minus 5.00% APR with a floor of 2.50% APR.
Impact and Benefits:
Supports local businesses in recovery and growth post-COVID-19. Addresses disparities in capital access for BIPOC entrepreneurs and underserved communities.
Fosters economic resilience and job creation within Modesto. Builds a revolving fund model to sustain long-term community economic development.
This proposal aims to strategically use ARPA funds to catalyze economic recovery, foster local entrepreneurship, and build a more resilient economy in Modesto, thereby enhancing community well-being and prosperity.
Rate & Payment Examples:
$2,500 Micro Loan
$25,000 Loan
$75,000 Loan
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Funding Contribution Agreement – Valley First Credit Union Loan Fund Projections:
Year 1: $500K deployed
Year 2: Remaining $500K deployed
Approximate Number of Small Businesses Helped in 2 Years: 40 to 100 based on loan size
100% of loan funds to be deployed into the community via Loan Fund 95% to 97% of Loan Fund to replenish itself within 3 to 5 years for future revolving loan fund
Operational Considerations:
Loan Fund would be on deposit at Valley First in an “Impact” account – 100% of funds would be insured
Small business must become a member of Valley First Credit Union ($5 membership fee & $25 share account to be opened)
Anyone in Modesto is eligible for membership at Valley First Credit Union Valley First will handle all outreach and promotion of program via its own marketing/social media and collaborating with City of Modesto and local community partners
Valley First will partner with local technical support, i.e. Valley Sierra Small Business Development Center
Valley First will offer coaching and financial education services through Business Services Team
Promotion and service of program will be offered in English and Spanish Loan underwriting, servicing, and collections will be handled by Valley First After 60 days of collections attempts loan would be “written off” and funds removed from Loan Fund
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Funding Contribution Agreement – Valley First Credit Union Interest paid from loans would be used to absorb some of Valley First’s costs Why Valley First Credit Union?
Headquartered in Modesto, Valley First Credit Union has been serving the community since 1949 and has a deep understanding of small business needs. As a community leader providing financial access to low-income community members Valley First became a Community Development Financial Institution (CDFI) in 2021 and a Low Income Designated Credit Union in 2022. Valley First’s primary mission is to create access to financial products and services to individuals of low- and moderate-income and other disadvantaged communities across the Central Valley of California. Many of these residents lack access to affordable financial products and services, and development services for themselves and their small businesses.
Valley First Highlights From 2021 – 2023 as a CDFI:
Funded $29 million in SBA Paycheck Loans during the Pandemic Contributed over $500K to local non-profits
Gave over $1.2 million cash back through various financial products Helped 6,613 members improve their credit score
Saved members over $148 million when refinancing their auto with Valley First Provided access to free financial education to nearly 10,702 members of the community Paid over $7.6 million in dividends
Helped 560 families become homeowners – 60% were underserved and/or underbanked members of our community
60% of SBA funding was provided to minority and women owned businesses Over $30 million in small business loans deployed to our community Proposed Timeline
Approval from City of Modesto – Q3 2024
Legal contract with City of Modesto – Q3/Q4 2024
Set up structure for Loan Fund – Q3 2024
Funds Deposited at Valley First from City of Modesto – December 2024 Begin community outreach/marketing/PR – January 2025
All funds deployed – December 2026
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Funding Contribution Agreement – Valley First Credit Union
EXHIBIT B
U.S. DEPARTMENT OF THE TREASURY
CORONAVIRUS LOCAL FISCAL RECOVERY FUND
AWARD TERMS AND CONDITIONS
1. Use of Funds.
a. Recipient understands and agrees that the funds disbursed under this award may only be used in compliance with section 603(c) of the Social Security Act (the Act), U.S.
Department of Treasury’s (“Treasury”) regulations implementing that section, and guidance issued by Treasury regarding the foregoing.
b. Recipient will determine prior to engaging in any project using this assistance that it has the institutional, managerial, and financial capability to ensure proper planning, management, and completion of such project.
2. Period of Performance. The period of performance for this award begins on the date hereof and ends on December 31, 2026. As set forth in Treasury’s implementing regulations, Recipient may use award funds to cover eligible costs incurred during the period that begins on March 3, 2021, and ends on December 31, 2026.
3. Reporting. Recipient agrees to comply with any reporting obligations established by Treasury as they relate to this award.
4. Maintenance of and Access to Records
a. Recipient shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Recipient in order to conduct audits or other investigations. c. Records shall be maintained by Recipient for a period of five (5) years after all funds have been expended or returned to Treasury, whichever is later.
5. Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award.
6. Administrative Costs. Recipient may use funds provided under this award to cover both direct and indirect costs.
7. Cost Sharing. Cost sharing or matching funds are not required to be provided by Recipient.
8. Conflicts of Interest. Recipient understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c) and that such conflict of interest policy is applicable to each activity funded under this award. Recipient and subrecipients must disclose in writing to #9..
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Funding Contribution Agreement – Valley First Credit Union Treasury or the pass-through entity, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112.
9. Compliance with Applicable Law and Regulations.
a. Recipient agrees to comply with the requirements of section 602 of the Act, regulations adopted by Treasury pursuant to section 602(f) of the Act, and guidance issued by Treasury regarding the foregoing. Recipient also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and Recipient shall provide for such compliance by other parties in any agreements it enters into with other parties relating to this award.
b. Federal regulations applicable to this award include, without limitation, the following:
i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F – Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference.
iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference.
iv. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. v. Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.
vi. Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. vii. New Restrictions on Lobbying, 31 C.F.R. Part 21.
viii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
ix. Generally applicable federal environmental laws and regulations. c. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following:
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Funding Contribution Agreement – Valley First Credit Union i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance;
ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance;
iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and
v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
10. Remedial Actions. In the event of Recipient’s noncompliance with section 602 of the Act, other applicable laws, Treasury’s implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 602(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 602(e) of the Act and any additional payments may be subject to withholding as provided in sections 602(b)(6)(A)(ii)(III) of the Act, as applicable.
11. Hatch Act. Recipient agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C. §§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance.
12. False Statements. Recipient understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.
13. Publications. Any publications produced with funds from this award must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number SLFRP2096 awarded to County of Stanislaus by the U.S. Department of the Treasury.”
14. Debts Owed the Federal Government.
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Funding Contribution Agreement – Valley First Credit Union a. Any funds paid to Recipient (1) in excess of the amount to which Recipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused; or (3) that are determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D) of the Act and have not been repaid by Recipient shall constitute a debt to the federal government.
b. Any debts determined to be owed the federal government must be paid promptly by Recipient. A debt is delinquent if it has not been paid by the date specified in Treasury’s initial written demand for payment, unless other satisfactory arrangements have been made or if the Recipient knowingly or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt.
15. Disclaimer.
a. The United States expressly disclaims any and all responsibility or liability to Recipient or third persons for the actions of Recipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any other losses resulting in any way from the performance of this award or any contract, or subcontract under this award. b. The acceptance of this award by Recipient does not in any way establish an agency relationship between the United States and Recipient.
16. Protections for Whistleblowers.
a. In accordance with 41 U.S.C. § 4712, Recipient may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. b. The list of persons and entities referenced in the paragraph above includes the following:
i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General;
iii. The Government Accountability Office;
iv. A Treasury employee responsible for contract or grant oversight or management;
v. An authorized official of the Department of Justice or other law enforcement agency;
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Funding Contribution Agreement – Valley First Credit Union vi. A court or grand jury; or
vii. A management official or other employee of Recipient, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct.
c. Recipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce.
17. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Recipient should encourage its contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles.
18. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Recipient should encourage its employees, subrecipients, and contractors to adopt and enforce policies that ban text messaging while driving, and Recipient should establish workplace safety policies to decrease accidents caused by distracted drivers.
ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 As a condition of receipt of federal financial assistance from the Department of the Treasury, the recipient named below (hereinafter referred to as the “Recipient”) provides the assurances stated herein. The federal financial assistance may include federal grants, loans and contracts to provide assistance to the Recipient’s beneficiaries, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by the Federal government at market value, or programs that provide direct benefits.
The assurances apply to all federal financial assistance from or funds made available through the Department of the Treasury, including any assistance that the Recipient may request in the future.
The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Recipient’s program(s) and activity(ies), so long as any portion of the Recipient’s program(s) or activity(ies) is federally assisted in the manner prescribed above.
1. Recipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal financial assistance, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance documents.
2. Recipient acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP).
Recipient understands that denying a person access to its programs, services, and activities #9..
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Funding Contribution Agreement – Valley First Credit Union because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Accordingly, Recipient shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. Recipient understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the Recipient’s programs, services, and activities.
3. Recipient agrees to consider the need for language services for LEP persons when Recipient develops applicable budgets and conducts programs, services, and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps to provide meaningful access for LEP persons, please visit http://www.lep.gov.
4. Recipient acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Recipient and Recipient’s successors, transferees, and assignees for the period in which such assistance is provided.
5. Recipient acknowledges and agrees that it must require any sub-grantees, contractors, subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Recipient and the Recipient’s sub-grantees, contractors, subcontractors, successors, transferees, and assignees:
The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this contract or agreement.
6. Recipient understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Recipient, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal 6 6. 7. 8. 9.
10. financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Recipient for the period during which it retains ownership or possession of the property.
7. Recipient shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. The Recipient shall comply with information requests, on-site compliance reviews and reporting requirements.
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Funding Contribution Agreement – Valley First Credit Union
8. Recipient shall maintain a complaint log and inform the Department of the Treasury of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Recipient also must inform the Department of the Treasury if Recipient has received no complaints under Title VI.
9. Recipient must provide documentation of an administrative agency’s or court’s findings of noncompliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Recipient and the administrative agency that made the finding. If the Recipient settles a case or matter alleging such discrimination, the Recipient must provide documentation of the settlement. If Recipient has not been the subject of any court or administrative agency finding of discrimination, please so state.
10. If the Recipient makes sub-awards to other agencies or other entities, the Recipient is responsible for ensuring that sub-recipients also comply with Title VI and other applicable authorities covered in this document State agencies that make sub-awards must have in place standard grant assurances and review procedures to demonstrate that that they are effectively monitoring the civil rights compliance of subrecipients.
The United States of America has the right to seek judicial enforcement of the terms of this assurances document and nothing in this document alters or limits the federal enforcement measures that the United States may take in order to address violations of this document or applicable federal law.
Under penalty of perjury, the undersigned official(s) certifies that official(s) has read and understood the Recipient’s obligations as herein described, that any information submitted in conjunction with this assurances document is accurate and complete, and that the Recipient is in compliance with the aforementioned nondiscrimination requirements.
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Funding Contribution Agreement – Valley First Credit Union
EXHIBIT C
ANNUAL REPORTING REQUIREMENTS
Contractor shall use Exhibit C to provide an annual performance report.
The initial report will cover the period from the date the contract was executed to the following June 30, and will be due to the Recipient within 15 days after the end of the reporting period. Thereafter, the report will cover a 12-month period and contractors will be required to submit the report to Recipient within 15 days after the end of the 12-month period (by July 15).
Notes on using this template
All contractors that are recipients of State and Local Fiscal Recovery Funds (SLFRF) awards are required to produce an Annual Report. The Annual Report provides information on the contractor’s project and how they plan to ensure program outcomes are achieved in an effective and equitable manner.
The initial Annual Report will cover the period from the date of award to the following June 30 and must be submitted to Recipient within 15 calendar days after the end of the reporting period. Thereafter, the Annual Report will cover a 12-month period and contractors will be required to submit the report to Recipient within 15 calendar days after the end of the 12-month period (by July 15).
Annual Report Period Covered Due Date
1 Award – June 30, 2025 July 15, 2025
2 July 1, 2025 – June 30, 2026 July 15, 2026
3 July 1, 2026 – June 30, 2027 July 15, 2027
4 July 1, 2027 – June 30, 2028 July 15, 2028
5 July 1, 2028 – June 30, 2029 July 15, 2029
6 July 1, 2029 – December 31, 2030 January 15, 2030
Instructions:
Contractors should consult the SLFRF Guidance on Recipient Compliance and Reporting Responsibilities (Reporting Guidance) located at https://home.treasury.gov/system/files/136/SLFRF-Compliance-andReporting-Guidance.pdf for detailed guidance on the submission of this report or contact county staff for assistance with completing this exhibit.
Recipient recommends the use of infographics, tables, charts, pictures, case studies, and other explanatory elements in describing their programs.
Text in italics represents the requirements from the Reporting Guidance and is meant to serve as a reference as contractors prepare their Annual Report. This instructions page and the text in italics should be removed before the final transmitted report is published and submitted to Recipient. #9..
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Funding Contribution Agreement – Valley First Credit Union Uses of Funds
GENERAL OVERVIEW
Uses of Funds
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Funding Contribution Agreement – Valley First Credit Union
EXHIBIT D
ARPA QUARTERLY PROJECT AND EXPENDITURE REPORT
Reporting on State and Local Fiscal Recovery Funds (SLFRF) Name of Entity:
Valley First
Project Name:
Main Street Business Revolving Loan Fund
Reporting Period Start Date:
01/1/2025
Reporting Period End Date:
03/31/2025
Expenditure Category:
2.9 Small Business Economic Assistance (General)* ^
Please provide a brief description of the activities conducted:
"2.29-Loans or Grants to Mitigate Financial Hardship"
"2.31-Rehabilitation of Commercial Properties or Other Improvements" "2.32-Business Incubators and Start-Up or Expansion Assistance" "2.33-Enhanced Support to Microbusinesses"
Category Cumulative
Expenditures
to date ($)
Cumulative
Obligations
to date ($)
Current Period
Expenditures
Current Period
Obligations
2.29 Loans or Grants to Mitigate
Financial Hardship
2.29 Business Incubators and StartUp or Expansion Assistance [PLEASE SELECT ONE]
PROJECT
EXPENDITURES
PROJECT STATUS
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Funding Contribution Agreement – Valley First Credit Union
CITY OF MODESTO PANDEMIC RECOVERY STRATEGY
MODESTO FORWARD GRANT AGREEMENT
This Modesto Forward Grant Agreement (“Agreement”) is entered into in the City of Modesto, State of California, this ____ day of ____________ 2024 (“Effective Date”) by and between the City of Modesto, a California municipal corporation (“City”), and the Valley First Credit Union (“Recipient”). The City and Recipient shall be collectively referred to hereinafter as the “Parties”.
This Agreement is made regarding the following recitals:
WHEREAS, the City received an allotment of funds from the United States Department of Treasury through the Coronavirus Local Fiscal Recovery Fund established by the American Rescue Plan Act (“ARPA”); and
WHEREAS, on May 25, 2021, by Resolution No. 2021-194, Council approved the Pandemic Recovery Strategy – Modesto Forward, hereinafter referred to as “Modesto Forward”, to support local recovery from the pandemic; and WHEREAS, in alignment with the City’s 5-Year Strategic Plan, Modesto Forward includes three post pandemic funding initiatives to help the community exit the pandemic period and focused on Economic Vitality, Governance and Service Delivery, and Quality of Life; and WHEREAS, Economic Vitality initiatives are intended to improve the economic vitality of the community; Governance and Service Delivery initiatives are intended to improve the organization and service delivery for residents; and Quality of Life initiatives are intended to improve the quality of life for residents; and
WHEREAS, Modesto Forward includes a comprehensive spending plan, which may include ARPA funding, to programs and projects for Quality of Life that includes the Downtown Beautification initiative; and
WHEREAS, on March 12, 2024, the City Council adopted Resolution No. 2024-XXX, awarding a grant of Five Thousand Dollars ($500,000) to Recipient for the purposes set out in Exhibit A, subject to the terms and conditions set out in this agreement.
NOW THEREFORE, the City and Recipient agree as follows:
1. Term
The term of this Agreement (the “Term”) shall commence upon the effective date.
Scope of Work (Exhibit A) deliverables must be completed by December 31, 2026; the Agreement shall terminate upon fulfillment of Federal reporting requirements (Exhibit B), no later than January 15, 2027.
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Funding Contribution Agreement – Valley First Credit Union
2. Grant Award
A. The City shall provide Recipient with a grant of City of Five Hundred Thousand Dollars ($500,000) (the “Grant”) for the purposes and activities further specified in Exhibit A, attached hereto and incorporated by referenced (the “Activities”).
Disbursement of the Grant is dependent upon Recipient providing all records and documentation reasonably required by the City.
B. Recipient shall expend the Grant solely on the Activities, as specified in Exhibit A.
Recipient shall not use the Grant for any other purpose or activity without the prior written consent of the City.
C. The Recipient shall operate within the territorial limits of the City of Modesto and the beneficiaries, if any, of the Activities shall be the residents of the City of Modesto.
D. Recipient shall expend the entirety of the Grant by no later than December 31, 2026.
Any portion of the Grant that has not been expended by December31, 2026 shall be returned to the City no later than January 10, 2027.
3. Recipient’s Obligations
A. Throughout the Term of this Agreement, the Recipient shall obtain and maintain all licenses, permits, qualifications and approvals legally required to conduct business.
The Recipient warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to perform the Activities specified by this Agreement. Recipient shall perform the Activities requires pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Recipient is engaged.
B. The Recipient shall provide appropriate acknowledgement of the Grant by using the City’s logo or making a written acknowledgement in its publicity, promotional materials, information materials, press materials, at public occasions relating to the Activities, and on any website maintained by the Recipient.
4. Quarterly Reporting Requirements
Recipient shall submit quarterly reports to the City on the form attached hereto as Exhibit D, and incorporated herein by reference, or on such other form as required by the City.
5. Annual Reporting Requirements
Recipient shall submit an annual report, in accordance with the requirements set forth in Exhibit C, attached hereto and incorporated herein, to the City within 180 days of the end of the Recipient’s fiscal year in a form approved by the City. The annual report shall #9..
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Funding Contribution Agreement – Valley First Credit Union be in addition to the reporting required by Section 4, and shall include, but not limited to:
A. Summary of activities and accomplishments, mandate and/or mission of the organization;
B. List of Board Directors with title, contact information and mandate term of each Director;
C. Organizational Chart;
D. Project/Program Expenditures-to-date (including receipts); E. Any other information reasonably requested by the City.
6. Audit Requirements
A. In addition to all other reports and records required by this Agreement, the Recipient shall keep and make available proper books of account and records of the financial management of the Grant provided under this agreement, in accordance with generally accepted business and accounting practices. Such records shall include, but not be limited to, records providing a full description and accounting of each activity undertaken.
B. Recipient agrees to keep all necessary books and records required by this Agreement for five (5) years following the end of this Agreement, and shall document all transactions so that all expenditures may be properly audited.
C. Recipient agrees that City or any authorized representative has access to and the right to examine all records, books, papers, or documents related to the project.
Recipient shall allow the City or any authorized representative access to all records, books, papers, or documents related to the project within forty-eight (48) hours of a request to examine.
7. Preservation of Assets
Any assets purchased with the Grant, the cost of which exceed $5,000, shall be preserved by the Recipient and shall not be sold, leased, given away or otherwise disposed of prior to the end of the useful life of the asset without prior written consent of the City.
8. Termination, Suspension and/or Repayment of Grant
The City may terminate, suspend and/or require repayment of the Grant in the event of any of the following circumstances, after notice from the City and a reasonable opportunity to cure:
A. The Recipient fails to provide the Activities, or any portion of the Activities, described in Exhibit A of this Agreement or substandard performance of the Activities;
B. The Recipient suspends or fails to carry on and continuously conduct its operations, or there is a disruption on the performance of the Activities; C. The Recipient has a partisan political affiliation and/or participates in partisan political activities.
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Funding Contribution Agreement – Valley First Credit Union D. The Recipient uses the Grant for a purpose or activity other than those specified in Exhibit A.
E. The Recipient becomes bankrupt or insolvent, goes into receivership or becomes subject to the provisions of any bankruptcy, insolvency, or any other Act for the benefit of creditors, or makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency;
F. The Recipient fails to provide to the City with any report, record, or documentation required by this Agreement, or fails to provide any documentation requested by the City in accordance with the terms of this agreement;
G. The Recipient has made any material misrepresentation to the City or its representatives with respect to any of the matters contained herein and/or in the Recipient’s funding submission/proposal/application for the Grant, or which have been made or may be made in the future surrounding these matters; H. The Recipient breaches any term of this Agreement, after notice from the City and a reasonable opportunity to cure the breach;
9. Compliance with Applicable Laws
Recipient shall carry out, and cause its contractors, consultants, employees and agents to carry out, the Activities, in compliance all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation and to the extent applicable, the prevailing wage provisions of the federal Davis-Bacon Act and implementing rules and regulations and state prevailing wages pursuant to Labor Code Section 1770 et seq. Without limiting the foregoing, Recipient shall comply with ARPA, the regulations implement ARPA (31 CFR Part 35), any interpretative guidance issued by the United Stated Department of Treasury, and those Grant terms and conditions attached hereto as Exhibit B, and incorporated herein.
10. Non-Assignment
The Recipient shall not assign this Agreement, the Grant, or any part thereof, without the Prior written consent of the City. Any assignment in violation of this section shall require an immediate repayment of the Grant to City by the Recipient.
11. Indemnity and Liability
A. The Recipient shall indemnify , defend with counsel acceptable to City, and hold harmless the City, its officials, officers, employees, and agents (“Indemnitees”) from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which, directly or indirectly, arises out of or relates to this Agreement or the performance of the Activities, except to the extent the Claims arise from the gross negligence or willful misconduct of City. #9..
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Funding Contribution Agreement – Valley First Credit Union B. The City shall not be liable to the Recipient or any other party in relation to the Grant and/or the services provided by the Recipient pursuant to the terms of this agreement. The Recipient shall be solely responsible for the payment of any individuals employed, engaged, or retained by the Recipient for the purpose of assisting it in the fulfilment of its obligations under this agreement.
12. Insurance
The Recipient shall provide at its own expense and always maintain the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all the following stated insurance policies.
In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Recipient shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days’ notice of the cancellation on the policies of insurance required hereunder (10 days’ notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice.
The Recipient shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000.
(b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent The Recipients and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage . This insurance shall cover any automobile for bodily injury and property damage.
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Funding Contribution Agreement – Valley First Credit Union (d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.
If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Recipient shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Recipient to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Recipient to obtain and/or maintain any required insurance shall not relieve the Recipient from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Recipient concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by The Recipient for the City. The Recipient's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Recipient must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.
THE RECIPIENT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, THE RECIPIENT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.
For any claims related to this project, the RECIPIENT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the RECIPIENT’S insurance and shall not contribute with it.
13. Non-Discrimination
Recipient shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Recipient under this Agreement. Recipient shall #9..
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Funding Contribution Agreement – Valley First Credit Union comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Recipient, including but not limited to the satisfaction of any positive obligations required of Recipient thereby.
14. NOTIFICATION
Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either Party during the term of this Agreement, which Recipient or City shall be required or may desire to make shall be in writing and may be personally served or, alternately, sent by prepaid first class mail to the respective Parties as follows:
To City:
City of Modesto
Attn: Jessica Hill, Director of Community and Economic Development 1010 10th Street
Modesto, CA 95353
To Recipient:
Valley First Credit Union
Attn: Kathryn J. Davis, CEO
1419 J Street
Modesto, CA 95354
15. SEVERABILITY
If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or City statute, ordinance or regulation; the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.
16. DISPUTE RESOLUTION
All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any #9..
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Funding Contribution Agreement – Valley First Credit Union court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.
This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by the Recipient with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by The Recipient so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by the Recipient to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to the Recipient. Otherwise, the claim or claims shall be deemed waived in their entirety.
The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made. Both City and the Recipient shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.
Whether or not City and the Recipient may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.
The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail.
The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.
Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.
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Funding Contribution Agreement – Valley First Credit Union The Recipient shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and The Recipient involving the work of the subcontractor to be joined. The Recipient’s failure to do so shall be a breach of this Agreement.
The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.
17. INDEPENDENT PARTIES
Nothing in this Agreement is intended to or shall establish the Parties as partners, coventurers, or principal and agent with one another. At all times during the term of this Agreement, Recipient and City shall be independent parties, and Recipient shall not be an employee of the City. Except as Recipient may specify in writing, Recipient shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Recipient shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. At all times during the term of this Agreement, Recipient and
18. ENTIRE AGREEMENT
This Agreement, including the exhibits attached hereto, represents the entire and integrated agreement between City and Recipient and supersedes all prior negotiations, representations, or agreements, either written or oral. No amendment of any of the terms or provisions of the Agreement shall be deemed valid unless it is in writing and signed by both Parties.
19. GENERAL PROVISIONS
A. Binding Agreement. This agreement shall be binding on and inure to the benefit of the City, the Recipient and their respective successors and assigns. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.
B. Severability. Any provision of this agreement, which is or becomes prohibited or unenforceable in any jurisdiction, shall not invalidate or impair the remaining provisions of this agreement which shall be deemed severable from the prohibited or unenforceable provision and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable that provision in any other jurisdiction.
C. Waiver. The fact that the City refrains from exercising a remedy it is entitled to exercise under this agreement shall not be considered to be a waiver of such right and, furthermore, partial or limited exercise of a right conferred upon the City shall not prevent the City in any way from later exercising any other right or remedy under this agreement or other applicable law. No waiver of any breach #9..
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Funding Contribution Agreement – Valley First Credit Union of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party
D. Business License. Recipient will have a valid City of Modesto Business License.
E. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding chose of law rules.
F. Construction of Agreement. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since all of the Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.
G. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The persons executing this Agreement on behalf of Parties have been duly authorized to do so.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the effective date set forth above.
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Funding Contribution Agreement – Valley First Credit Union EXHIBIT A – SCOPE OF WORK
PROJECT TITLE:
Main Street Business Beautification
Purpose
The intent of this ARPA funding effort is to capitalize a new Main Street Business Beautification Grant program to provide assistance to businesses, impacted by COVID-19, that facilitate their recovery. The Modesto Main Street Business Beautification] will provide grants designed as incentives to meet the capital needs of eligible businesses. Valley First Credit Union will be designated as the Grant Recipient.
ARPA Eligibility
Modesto will justify the use of ARPA funds under the “first bucket” of use, in response to COVID-19. Loaned ARPA funds must be used by the borrowing businesses to mitigate their financial hardships from the COVID-19 pandemic, such as declines in revenues or impacts of periods of business closure.1 The Treasury is adamant that ARPA funds are not to be used for “general economic development,” which is “generally not… eligible.”2 Therefore, recipient’s audit file for seeded RLF loans must describe some nexus between any such loans and the pandemic. Recipients will follow the U.S. Treasury’s two-part framework: (1) there must be a negative economic impact resulting from or exacerbated by COVID-19; and (2) the local government’s response must be designed to address the identified economic impact, and such response must be “reasonably proportional” (i.e., the scale of the response as compared to the scale of the harm).3 A narrative justification from each applicant will be required to maintain on file.
Eligible businesses include:
Stan2030 Main Street Businesses
Service
Retail
Conversions to Mix-Use
Loan uses include:
Operating capital
Machinery and equipment purchase
Acquisition of land and buildings
Building Expansion
1 See 31 CFR 35.6(b)(3)(ii)(B)(1).
2 U.S. Treasury, Final Rule, Supplementary Information, at page 218 3 See 31 CFR 35.6(b)(1); see also U.S. Treasury, Final Rule, Supplementary Information, at pages 21 – 22, and at page 194.
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Funding Contribution Agreement – Valley First Credit Union Blight remediation
Façade rehabilitation or enhancement
Historic preservation requirements
Loan sizes:
Up to $100,000
Terms: 3 to 7 years or up to 20 years on real estate
Minimum requirements:
Job creation
Credit-worthiness of the applicant
Adequate collateral
Business debt ratio minimum 4 to 1
Debt Service Coverage of 1.20x or more
Narrative justification for impacted by COVID-1
Roles and Responsibilities:
City of Modesto
Provide $500,000 in ARPA Funding
ARPA guidance
Minimum eligibility and application requirements
STEP:
Provide application and requirements
Provide loan agreement, note, deed of trust
ARPA Agreement and requirements
Review and approve applications
Execute and record agreements
Disburse funding
Construction inspections
Ensure construction schedule and occupancy
Affordability covenant
Collect re-payments
EXHIBIT B
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Funding Contribution Agreement – Valley First Credit Union U.S. DEPARTMENT OF THE TREASURY
CORONAVIRUS LOCAL FISCAL RECOVERY FUND
AWARD TERMS AND CONDITIONS
1. Use of Funds.
a. Recipient understands and agrees that the funds disbursed under this award may only be used in compliance with section 603(c) of the Social Security Act (the Act), U.S.
Department of Treasury’s (“Treasury”) regulations implementing that section, and guidance issued by Treasury regarding the foregoing.
b. Recipient will determine prior to engaging in any project using this assistance that it has the institutional, managerial, and financial capability to ensure proper planning, management, and completion of such project.
2. Period of Performance. The period of performance for this award begins on the date hereof and ends on December 31, 2026. As set forth in Treasury’s implementing regulations, Recipient may use award funds to cover eligible costs incurred during the period that begins on March 3, 2021, and ends on December 31, 2026.
3. Reporting. Recipient agrees to comply with any reporting obligations established by Treasury as they relate to this award.
4. Maintenance of and Access to Records
a. Recipient shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Recipient in order to conduct audits or other investigations. c. Records shall be maintained by Recipient for a period of five (5) years after all funds have been expended or returned to Treasury, whichever is later.
5. Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award.
6. Administrative Costs. Recipient may use funds provided under this award to cover both direct and indirect costs.
7. Cost Sharing. Cost sharing or matching funds are not required to be provided by Recipient.
8. Conflicts of Interest. Recipient understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c) and that such conflict of interest policy is applicable to each activity funded under this award. Recipient and subrecipients must disclose in writing to Treasury or the pass-through entity, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112. #9..
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Funding Contribution Agreement – Valley First Credit Union
9. Compliance with Applicable Law and Regulations.
a. Recipient agrees to comply with the requirements of section 602 of the Act, regulations adopted by Treasury pursuant to section 602(f) of the Act, and guidance issued by Treasury regarding the foregoing. Recipient also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and Recipient shall provide for such compliance by other parties in any agreements it enters into with other parties relating to this award.
b. Federal regulations applicable to this award include, without limitation, the following:
i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F – Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference.
iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference.
iv. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. v. Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.
vi. Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. vii. New Restrictions on Lobbying, 31 C.F.R. Part 21.
viii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
ix. Generally applicable federal environmental laws and regulations. c. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following:
i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on #9..
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Funding Contribution Agreement – Valley First Credit Union the basis of race, color, or national origin under programs or activities receiving federal financial assistance;
ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance;
iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and
v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
10. Remedial Actions. In the event of Recipient’s noncompliance with section 602 of the Act, other applicable laws, Treasury’s implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 602(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 602(e) of the Act and any additional payments may be subject to withholding as provided in sections 602(b)(6)(A)(ii)(III) of the Act, as applicable.
11. Hatch Act. Recipient agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C. §§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance.
12. False Statements. Recipient understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.
13. Publications. Any publications produced with funds from this award must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number SLFRP2096 awarded to County of Stanislaus by the U.S. Department of the Treasury.”
14. Debts Owed the Federal Government.
a. Any funds paid to Recipient (1) in excess of the amount to which Recipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused; or (3) #9..
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Funding Contribution Agreement – Valley First Credit Union that are determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D) of the Act and have not been repaid by Recipient shall constitute a debt to the federal government.
b. Any debts determined to be owed the federal government must be paid promptly by Recipient. A debt is delinquent if it has not been paid by the date specified in Treasury’s initial written demand for payment, unless other satisfactory arrangements have been made or if the Recipient knowingly or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt.
15. Disclaimer.
a. The United States expressly disclaims any and all responsibility or liability to Recipient or third persons for the actions of Recipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any other losses resulting in any way from the performance of this award or any contract, or subcontract under this award. b. The acceptance of this award by Recipient does not in any way establish an agency relationship between the United States and Recipient.
16. Protections for Whistleblowers.
a. In accordance with 41 U.S.C. § 4712, Recipient may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. b. The list of persons and entities referenced in the paragraph above includes the following:
i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General;
iii. The Government Accountability Office;
iv. A Treasury employee responsible for contract or grant oversight or management;
v. An authorized official of the Department of Justice or other law enforcement agency;
vi. A court or grand jury; or
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Funding Contribution Agreement – Valley First Credit Union vii. A management official or other employee of Recipient, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct.
c. Recipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce.
17. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Recipient should encourage its contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles.
18. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Recipient should encourage its employees, subrecipients, and contractors to adopt and enforce policies that ban text messaging while driving, and Recipient should establish workplace safety policies to decrease accidents caused by distracted drivers.
ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 As a condition of receipt of federal financial assistance from the Department of the Treasury, the recipient named below (hereinafter referred to as the “Recipient”) provides the assurances stated herein. The federal financial assistance may include federal grants, loans and contracts to provide assistance to the Recipient’s beneficiaries, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by the Federal government at market value, or programs that provide direct benefits.
The assurances apply to all federal financial assistance from or funds made available through the Department of the Treasury, including any assistance that the Recipient may request in the future.
The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Recipient’s program(s) and activity(ies), so long as any portion of the Recipient’s program(s) or activity(ies) is federally assisted in the manner prescribed above.
1. Recipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal financial assistance, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance documents.
2. Recipient acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP).
Recipient understands that denying a person access to its programs, services, and activities because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Accordingly, #9..
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Funding Contribution Agreement – Valley First Credit Union Recipient shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. Recipient understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the Recipient’s programs, services, and activities.
3. Recipient agrees to consider the need for language services for LEP persons when Recipient develops applicable budgets and conducts programs, services, and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps to provide meaningful access for LEP persons, please visit http://www.lep.gov.
4. Recipient acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Recipient and Recipient’s successors, transferees, and assignees for the period in which such assistance is provided.
5. Recipient acknowledges and agrees that it must require any sub-grantees, contractors, subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Recipient and the Recipient’s sub-grantees, contractors, subcontractors, successors, transferees, and assignees:
The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this contract or agreement.
6. Recipient understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Recipient, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal 6 6. 7. 8. 9.
10. financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Recipient for the period during which it retains ownership or possession of the property.
7. Recipient shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. The Recipient shall comply with information requests, on-site compliance reviews and reporting requirements.
8. Recipient shall maintain a complaint log and inform the Department of the Treasury of any complaints of discrimination on the grounds of race, color, or national origin, and limited English #9..
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Funding Contribution Agreement – Valley First Credit Union proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Recipient also must inform the Department of the Treasury if Recipient has received no complaints under Title VI.
9. Recipient must provide documentation of an administrative agency’s or court’s findings of noncompliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Recipient and the administrative agency that made the finding. If the Recipient settles a case or matter alleging such discrimination, the Recipient must provide documentation of the settlement. If Recipient has not been the subject of any court or administrative agency finding of discrimination, please so state.
10. If the Recipient makes sub-awards to other agencies or other entities, the Recipient is responsible for ensuring that sub-recipients also comply with Title VI and other applicable authorities covered in this document State agencies that make sub-awards must have in place standard grant assurances and review procedures to demonstrate that that they are effectively monitoring the civil rights compliance of subrecipients.
The United States of America has the right to seek judicial enforcement of the terms of this assurances document and nothing in this document alters or limits the federal enforcement measures that the United States may take in order to address violations of this document or applicable federal law.
Under penalty of perjury, the undersigned official(s) certifies that official(s) has read and understood the Recipient’s obligations as herein described, that any information submitted in conjunction with this assurances document is accurate and complete, and that the Recipient is in compliance with the aforementioned nondiscrimination requirements.
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Funding Contribution Agreement – Valley First Credit Union
EXHIBIT C
ANNUAL REPORTING REQUIREMENTS
Contractor shall use Exhibit C to provide an annual performance report.
The initial report will cover the period from the date the contract was executed to the following June 30, and will be due to the Recipient within 15 days after the end of the reporting period. Thereafter, the report will cover a 12-month period and contractors will be required to submit the report to Recipient within 15 days after the end of the 12-month period (by July 15).
Notes on using this template
All contractors that are recipients of State and Local Fiscal Recovery Funds (SLFRF) awards are required to produce an Annual Report. The Annual Report provides information on the contractor’s project and how they plan to ensure program outcomes are achieved in an effective and equitable manner.
The initial Annual Report will cover the period from the date of award to the following June 30 and must be submitted to Recipient within 15 calendar days after the end of the reporting period. Thereafter, the Annual Report will cover a 12-month period and contractors will be required to submit the report to Recipient within 15 calendar days after the end of the 12-month period (by July 15).
Annual Report Period Covered Due Date
1 Award – June 30, 2025 July 15, 2025
2 July 1, 2025 – June 30, 2026 July 15, 2026
3 July 1, 2026 – June 30, 2027 July 15, 2027
4 July 1, 2027 – June 30, 2028 July 15, 2028
5 July 1, 2028 – June 30, 2029 July 15, 2029
6 July 1, 2029 – December 31, 2030 January 15, 2030
Instructions:
Contractors should consult the SLFRF Guidance on Recipient Compliance and Reporting Responsibilities (Reporting Guidance) located at https://home.treasury.gov/system/files/136/SLFRF-Compliance-andReporting-Guidance.pdf for detailed guidance on the submission of this report or contact county staff for assistance with completing this exhibit.
Recipient recommends the use of infographics, tables, charts, pictures, case studies, and other explanatory elements in describing their programs.
Text in italics represents the requirements from the Reporting Guidance and is meant to serve as a reference as contractors prepare their Annual Report. This instructions page and the text in italics should be removed before the final transmitted report is published and submitted to Recipient. #9..
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Funding Contribution Agreement – Valley First Credit Union
EXHIBIT D
ARPA QUARTERLY PROJECT AND EXPENDITURE REPORT
Reporting on State and Local Fiscal Recovery Funds (SLFRF) Name of Entity:
Valley First
Project Name:
ARPA
Reporting Period Start Date:
01/1/2025
Reporting Period End Date:
03/31/2025
Expenditure Category:
2.9 Small Business Economic Assistance (General)* ^
Please provide a brief description of the activities conducted:
"2.29-Loans or Grants to Mitigate Financial Hardship"
"2.31-Rehabilitation of Commercial Properties or Other Improvements" "2.32-Business Incubators and Start-Up or Expansion Assistance" "2.33-Enhanced Support to Microbusinesses"
Category Cumulative
Expenditures
to date ($)
Cumulative
Obligations
to date ($)
Current Period
Expenditures
Current Period
Obligations
2.29 Loans or Grants to Mitigate
Financial Hardship
2.29 Business Incubators and StartUp or Expansion Assistance [PLEASE SELECT ONE]
PROJECT
EXPENDITURES
PROJECT STATUS
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