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HomeMy WebLinkAboutClarity Care Acquisition - Agreement with City FINALAGREEMENT THIS AGREEMENT is between the City of Oshkosh, a Wisconsin municipal corporation, herein referred to as "CITY"; and Clarity Care, 424 Washington Ave. Oshkosh, WI 54901, a Wisconsin non-profit corporation, herein referred to as "SUBRECIPIENT" or “Clarity Care” to assist in the purchase of operational materials of a disability services public facility utilizing Community Development Block Grant (CDBG) funds. I. GENERAL DESCRIPTION A. The City has received funding from the U.S. Department of Housing and Urban Development (HUD) under the Title I Community Development Block Grant (CDBG) Program, to undertake projects and activities as indicated in the City's Final Statement of Community Development Objectives and Projected Use of Funds. The activity set forth in this Agreement's Scope of Services is one of the said activities and it is the responsibility of the subrecipient to carry out the activities in compliance with this Agreement and other applicable regulations referred to herein. B. Funding under this Agreement shall be paid with 2024 & 2025 public facility CDBG funds. The purpose of this project is to assist in funding the acquisition of the property located at 3870 Jackson Street, Oshkosh, WI 54901 (the “Property”). The property will be used to operate a facility for disability services. C. The City will evaluate Subrecipient performance to ensure that the Subrecipient is fully and adequately performing the scope of services identified within this agreement in accordance with applicable laws and regulations. II. CITY OBLIGATIONS A. The City will provide a grant in the sum of Four Hundred Thousand and NO/100 Dollars ($400,000.00) to Clarity Care. III. SCOPE OF SERVICES A. The subrecipient shall acquire the Property located at 3870 Jackson Street and operate a facility for disability services. B. Said services shall commence once building updates are complete. C. The subrecipient certifies that the services to be reimbursed with the CDBG funds provided under this Agreement will meet the CDBG program's National Objective of benefitting low and moderate income (LMI) persons (as defined in 24 CFR Part 570.208). IV. REPORTING REQUIREMENTS/RECORDS Docusign Envelope ID: 8A3E41F3-B363-4D35-926E-EE566E71C59F City of Oshkosh CDBG 2 Clarity Care A. The subrecipient shall provide performance reports to the City quarterly, for a period of one year from when the certificate of occupancy is granted. Records necessary to substantiate these reports shall be kept on file at the subrecipient’s office and shall include all documents, computer records and reports associated with this agreement. Subrecipient agrees to make these records available to the City promptly upon request. A template for the reporting will be provided to the subrecipient and shall include, at a minimum, include the following information: i. Amount of CDBG funds expended per budget and additional funds leveraged for program ii. Type and amount of services provided iii. Number of total clients B. Maintain a separate financial account for CDBG funds which shows all receipts, including program income, and disbursements. All disbursements shall have documentation that substantiates that costs incurred and paid from the CDBG account are reasonable, allowable, and allocable per applicable Federal cost principles. Program income, as defined at 24 CFR 570.500 (a), shall be reported to the City quarterly. The subrecipient may use program income for activities specified in this agreement, but shall reduce subsequent requests for funds under this agreement by the amount of the program income received. Any unused program income shall be returned to the City at the end of the agreement period. C. Provide the City with a copy of an agency audit, conducted in accordance with 2 CFR Part 200, as applicable, for any fiscal year CDBG funds were received under this Agreement. D. All record required under this Agreement shall be retained for seven (7) years after completion of the project, or after all pending matters relative to this Agreement are closed per the General Records Schedule for Municipal and Related Records with the City’s policy is consistent with. Alternatively, the SUBRECIPIENT may provide the CITY with complete and accurate copies of all records related to this Agreement, along with an Affidavit signed under oath verifying that all records have been transferred to the CITY. E. The subrecipient agrees to provide access to the City, HUD, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers and records which are directly pertinent to this Agreement for the purposes of making audit, examination, excerpts and transcriptions. F. The City as a governmental body is subject to applicable open records statutes. Public records laws may apply in some circumstances to certain records created and retained by the City’s consultants and contractors. The SUBRECIPIENT agrees to fully cooperate with the City related to open records requests related to this Agreement. V. STANDARD PROVISIONS Docusign Envelope ID: 8A3E41F3-B363-4D35-926E-EE566E71C59F City of Oshkosh CDBG 3 Clarity Care A. Clarity Care agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG) for eligibility for this program, as well as City of Oshkosh requirements. B. The subrecipient agrees in all hiring or employment made possible by or resulting from this Agreement, there (1) will not be any discrimination against any employee or applicant for employment because of race, color, sex orientation, religion, sex or national origin or gender identity; and (2) affirmative action will be taken to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, national origin, ancestry, genetic information, religion or creed, sex (including gender, gender identity, sexual orientation and pregnancy), family status, marital status, age, or physical or mental disability. This requirement shall apply to, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. There shall be posted, in conspicuous places available to employees and applicants for employment, notices required by or provided by Federal or State agencies involved setting forth the provisions of the clause. All solicitations or advertisements for employees shall state that all qualified applicants will receive consideration for employment without regard to race, color, national origin, ancestry, genetic information, religion or creed, sex (including gender, gender identity, sexual orientation and pregnancy), family status, marital status, age, or physical or mental disability. If the proceeds used under this Agreement result in book or other copyrightable materials, the author is free to copyright the work, but the appropriate Federal agency involved reserves a royalty-free non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use all copyrighted material and all materials which can be copyrighted. C. Any discovery or invention arising out of or developed in the course of work aided by this Agreement shall be promptly and fully reported to the appropriate Federal agency involved for determination by it as to whether patent protection on such invention or discovery shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereupon, shall be disposed of and administered, in order to protect the public interest. D. The Subrecipient agrees to comply with all applicable standards, orders, or requirements issued under: a. Clean Air Act, 42 U.S.C., 7401 et seq. Docusign Envelope ID: 8A3E41F3-B363-4D35-926E-EE566E71C59F City of Oshkosh CDBG 4 Clarity Care b. Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 14 and Section 308, and all regulations and guidelines issued there under. c. Environmental Protection Agency (EPA) regulations pursuant to 40 CFR, Part 50, as amended. E. The subrecipient agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the State Energy Conservation Plan. F. No officer, employee or agent of the City who exercises any functions or responsibilities in the review or approval, or the carrying out of responsibilities, to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. G. Incorporated by reference herein are OMB Circulars A-21, A-122 and A-133, as applicable, and 2 CFR Part 200. VI. ENVIRONMENTAL REVIEW A. Clarity Care shall fully and completely cooperate with City in connection with the City’s responsibilities pursuant to HUD's Environmental Review Procedures, Part 58 of Title 24 of the Code of Federal Regulations, as amended, and shall permit City or its designees or employees to conduct site inspections, conduct appropriate tests, examine applicable documents, and such other activities as City deems appropriate in order to fulfill its responsibilities in the implementation of the policies of the National Environmental Policy Act of 1969. a. The City has determined the level of Environmental Review for the proposed disability services facility project to be, Categorically Excluded not subject to §CFR 58.5. VII. FLOOD DISASTER PROTECTION A. In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. § 4001), Solutions Recovery shall ensure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes including rehabilitation. VIII. NATIONAL OBJECTIVE A. This project is funded on the basis that the project meets the CDBG Program’s National Objective of benefiting low and moderate-income persons, as defined in 24 CFR § 570.208. Docusign Envelope ID: 8A3E41F3-B363-4D35-926E-EE566E71C59F City of Oshkosh CDBG 5 Clarity Care B. The project will meet the Low to Moderate Income National Objective in 24 CFR § 570.208 once the public facility is open and operating. C. Clarity Care shall be presumed to be providing services primarily for the benefit of families in need of disability services for households who qualify as low income persons under this Program. IX. COOPERATION IN LITIGATION AND AUDITS A. During the term of this Agreement including any tail period applicable thereto, Clarity Care shall upon request, provide the City with a copy of an agency audit conducted in accordance with 2 CFR Part 200, as applicable. B. Incorporated by reference herein are OMB Circulars A-21, A-122 pr A-133, as applicable, and 2 CFR Part 200. C. Clarity Care shall fully and completely cooperate with the City, the U.S. Department of Housing and Urban Development (HUD), the Comptroller General of the United States, or any of their duly authorized representatives (collectively, the “City” for purposes of this Article) in connection with any governmental Audit, with respect to matters relating to this Agreement. a. Such cooperation may include, but shall not be limited to, responding to requests for documents and/or other records, and making Clarity Care employees available to the City (or their respective representatives, attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Audit; (ii) appearing at the request of the City to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the City all pertinent information related to any Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. Clarity Care shall provide documents and records under this paragraph at its own cost and shall not be entitled to additional compensation for employee services provided under this paragraph. X. RETENTION A. Clarity Care shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of five (5) years after the term of this agreement (the “tail period”). The retention period begins on the date when this document was signed. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the end of the agreement, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the tail period, whichever occurs later. The City will continue to monitor Clarity Care on an annual basis to ensure compliance during this five year period. Docusign Envelope ID: 8A3E41F3-B363-4D35-926E-EE566E71C59F City of Oshkosh CDBG 6 Clarity Care XI. EXPIRATION, SUSPENSION, AND TERMINATION A. Payments made pursuant to the terms of this Agreement shall not prevent the City’s ability to seek the return or reimbursement of funds paid pursuant to any available legal theory. B. Termination for cause: The City may terminate this Agreement at any time, whenever it is determined that the Subrecipient has failed to comply with the conditions of this Agreement. In the event there is cause to believe the Subrecipient is in noncompliance with this Agreement, the City shall promptly notify the subrecipient in writing of the determination of non-compliance, together with the effective date of termination, which shall not be less than thirty (30) days from the date of the notice. If the Subrecipient does not correct the noted deficiencies during the correction period above, this Agreement shall terminate. C. Reversion of Assets. At the expiration of this agreement after the five (5) year period: 1) the subrecipient or authorized successor shall transfer to the City any unspent funds or funds in any accounts receivable attributable to the use of these funds; and, 2) the subrecipient or authorized successor shall confirm that any real property purchased with the funds and under the subrecipient’s control is either (i) being used to meet the national objectives in § 570.208, or (ii) not being used as required by applicable rules in which event the subrecipient or authorized successor shall pay the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition or, or improvement to, the property. XII. AMENDMENTS A. This Agreement may be amended at any time by a written modification mutually agreeable to both parties hereto. XIII. INDEMNIFICATION a. The subrecipient agrees to and does hereby hold the City harmless and does hereby indemnify the City against any claims or demands of any person or legal entity arising by reason of this Agreement. XIV. ASSIGNMENT a. Except as otherwise specifically set forth herein, the rights and liabilities of Clarity Care in this Agreement are not assignable or delegable, in whole or in part, without the prior written consent of the City XV. TIME OF ESSENCE AND FORCE MAJEURE a. Time is of the essence as to each and every obligation or agreement contained in this Agreement. If Clarity Care is delayed or prevented from timely performing any act required under this Agreement other than the payment of money, by reason of fire, Docusign Envelope ID: 8A3E41F3-B363-4D35-926E-EE566E71C59F City of Oshkosh CDBG 7 Clarity Care earthquake, war, terrorist act, flood, riot, strikes, labor disputes or shortages, government restrictions, judicial order, public emergency, or other causes beyond Solutions Recovery’s reasonable control, the performance of such act shall be excused for the period of such delay and the time for the performance of any such act shall be extended for a period equivalent to such delay. XVI. NOTICE A. All communications or notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given: (i) upon delivery to an officer or the person entitled to such notice, if hand delivered, or (ii) two business days following deposit in the United States Mail, postage prepaid, or with a nationally recognized overnight commercial carrier that will certify as to the date and time of delivery, air bill prepaid, or (iii) upon transmission if by email accompanied by mailed notice under (ii) above, any such communication or notice shall be addressed as follows, unless and until any such party notifies the other in accordance with this section of any change of address: If to the City: City of Oshkosh Department of Community Development 215 Church Avenue Post Office Box 1130 Oshkosh, WI, 54903-1130 Attn: Director of Community Development With a copy to: City of Oshkosh City Attorney 215 Church Avenue Post Office Box 1130 Oshkosh, WI, 54903-1130 Attn: City Attorney, David Praska If to Clarity Care: Clarity Care Executive Director 424 Washington Ave. Oshkosh, WI 54901 Attn: Executive Director, Steve Horstmann With a copy to: Clarity Care Board Chair 424 Washington Ave. Oshkosh, WI 54901 Attn: Board President, Anita Lind Docusign Envelope ID: 8A3E41F3-B363-4D35-926E-EE566E71C59F City of Oshkosh CDBG 8 Clarity Care XVII. NO JOINT VENTURE A. Nothing contained in this agreement shall constitute or be construed as creating a partnership or joint venture among the parties. XVIII. AGREEMENT NOT TO BE CONSTRUED AGAINST EITHER PARTY A. This Agreement is the product of negotiation between the parties hereto and no term, covenant or provision herein or the failure to include a term, covenant or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term, covenant or condition contained herein XIX. WHOLE AGREEMENT A. This agreement constitutes all of the agreements and understandings of whatever nature and kind existing between the parties with respect to the subject matter hereof. XX. NO THIRD-PARTY BENEFICIARIES A. Notwithstanding any provisions pertaining to third parties contained within this agreement, none of the obligations contained in this agreement shall run to or be enforceable by any party who is not a party to this agreement. XXI. WAIVER A. The election to enforce or not enforce, as well as the timing of enforcement, shall be at each party’s sole discretion and shall not act as a waiver of any rights to exercise any right relating to this agreement in the future. XXII. SEPARABILITY A. If any term, covenant, condition or provision of this agreement shall be invalid or enforceable, the remainder of this agreement shall not be affected thereby the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by law. XXIII. CHOICE OF LAW A. The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. XXIV. OTHER FEDERAL REQUIREMENTS A. Subrecipient Audit Review [2 Part 200.332(d)(4)] Docusign Envelope ID: 8A3E41F3-B363-4D35-926E-EE566E71C59F City of Oshkosh CDBG 9 Clarity Care Provide the City with a copy of an agency audit, conducted in accordance with 2 CFR Part 200, as applicable, for any fiscal year CDBG funds were received under this Agreement per the City’s Internal Control and Accountability of CDBG Funds – Subrecipients policy. B. Procurement Standards [2 CFR 200.318] The City’s Purchasing Policy Handbook conforms to 2 CFR 200.318 general procurement standards and maintains oversight on contractor’s performance. C. Program Income Maintain a separate financial account for CDBG funds which shows all receipts, including program income, and disbursements. All disbursements shall have documentation that substantiates that costs incurred and paid from the CDBG account are reasonable, allowable, and allocable per applicable Federal cost principals. Program income, as defined at 24 CFR 570.500 (a), shall be reported to the City quarterly. The subrecipient may use program income for activities specified in this agreement, but shall reduce subsequent requests for funds under this agreement by the amount of the program income received. Any unused program income shall be returned to the City at the end of the agreement period. D. Reversion of Assets The subrecipient agrees to transfer back to the City any CDBG funds and accounts receivable attributable to the use of CDBG funds on hand at time of expiration of this Agreement. The subrecipient further agrees that any real property under the subrecipient's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 is either: a. Used to meet one of the national objectives in CFR 570.208 until five years after expiration of this Agreement, or such longer period of time as determined appropriate by the City; or b. Is disposed of in a manner which results in the City being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such reimbursement is not required after the period of time specified in accordance with A above. E. Eminent Domain The City ensures that no CDBG funds are used to support any Federal, State, or local projects that seek to use the power of eminent domain. This Agreement is made this ____ day of _________________, 2026, and is specifically binding upon the parties hereto. CLARITY CARE CITY OF OSHKOSH ______________________Date:______ ____________________________Date:______ STEVE HORSTMANN REBECCA GRILL EXECUTIVE DIRECTOR CITY MANAGER Docusign Envelope ID: 8A3E41F3-B363-4D35-926E-EE566E71C59F 2/12/2026 2/13/2026 City of Oshkosh CDBG 10 Clarity Care ______________________Date:______ ____________________________Date:______ ANITA LIND DARLA SALINAS BOARD PRESIDENT CITY CLERK APPROVED AS TO FUNDING AVAILABILITY: ____________________________Date:______ JULIE CALMES FINANCE DIRECTOR APPROVED AS TO FORM: ____________________________ Date:______ DAVID PRASKA INTERIM CITY ATTORNEY Docusign Envelope ID: 8A3E41F3-B363-4D35-926E-EE566E71C59F 2/12/2026 2/13/2026 2/13/2026 2/13/2026