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2016-11-09 HRA Agenda PacketPLEASE TURN OFF CELL PHONES & PAGERS IN COUNCIL CHAMBERS. i_ "MORIM MOUND HOUSING & REDEVELOPMENT AUTHORITY RESCEDULED REGULAR MEETING WEDNESDAY, NOV 09, 2016 6:55 P.M. MOUND CITY COUNCIL CHAMBERS Page 1. Open the meeting 2. Action approving agenda, with any amendments 3. Action approving payment of claims 1-5 5. Adjourn • ' • MINAINIOM -1- l• A' ► • $9,370.43 CITY OF MOUND 11/03/16 8:43 AM Page 1 Payments Current Period: November 2016 Batch Name 110916HRA User Dollar Amt $9,370.43 Payments Computer Dollar Amt $9,370.43 $0.00 In Balance Refer 9 ASPEN WASTE SYSTEMS, INC. Cash Payment E 680-49800-384 Refuse/Garbage Disposa OCTOBER 2016 WASTE DISPOSAL- IKM $294.48 Invoice 110916 10/1/2016 Transaction Date 11/3/2016 Wells Fargo HRA 10120 Total $294.48 Refer 1 CENTERPOINT ENERGY(MINNEG _ Cash Payment E 680-49800-383 Gas Utilities GAS SERVICE 9-19-16 THRU 10-18-16 IKM $329.30 Invoice 110916 11/17/2016 Transaction Date 11/1/2016 Wells Fargo HRA 10120 Total $329.30 Refer, 2 CCLLINS ELECTRICAL CONSTRUC -,--, Cash Payment E 680-49800-440 Other Contractual Servic BOILER LOW WATER CUTOFF REPAIR- IKM $762.40 Invoice 1774 10/24/2016 Transaction Date 11/112016 Wells Fargo HRA 10120 Total $762.40 Refer w..�..,.._e. 10 FRESH COMPANY Cash Payment E 680-49800-460 Janitorial Services CLEAN 1 BDR UNIT #203- IKM $134.09 Invoice 6240 10/17/2016 Cash Payment E 680-49800-460 Janitorial Services MTCE CLEAN 1 BDR UNIT #203- IKM $75.09 Invoice 6241 10/17/2016 Transaction Date 11/3/2016 -� ���_ Wells Fargo HRA 10120 Total ,.,...,.o.,a..................M.....,..��..�..,�..m..�.,..�,.,�. $209.18 Refer 11-GOODIN COMPANY Cash Payment E 680-49800-220 Repair/Maint Supply STD BLK MALL RED TEES- 2, STD BLK MALL $264.56 HEX BUSHINGS- IKM Invoice 01279300 9/23/2016 Transaction Date 11/3/2016 Wells Fargo HRA 10120 Total $264.56 _Refer M 8 J.D. WINDOWS & DOORS, INC. Cash Payment E 680-49800-401 Building Repairs BEDROOM DOOR UNIT #206-IKM $195.50 Invoice 15417 8/29/2016 Transaction Date 11/3/2016 Wells Fargo HRA 10120 Total $195.50 -11—'----'--"------------ Refer 7 KENNEDY AND GRAVEN Cash Payment E 680-49800-304 Legal Fees INDIAN KNOLL MANOR SALE- LEGAL SVCS $1,796.00 SEPTEMBER 2016 Invoice 134010 10/28/2016 Transaction Date 11/2/2016 Wells Fargo HRA 10120 Total $1,796.00 Refer 12 MIND IT SERVICES Cash Payment E 680-49800-440 Other Contractual Servic FIX SCANNING ISSUES- IKM 9-28-16 $26.25 Invoice 2936 10/24/2016 Transaction Date 11/3/2016 Wells Fargo HRA 10120 Total $26.25 Refer 5 MOUND, CITY OF Cash Payment E 680-49800-382 Water Utilities WATER SVC 9-1-16 THRU 10-3-16 IKM $2,572.83 Invoice 110916 10/20/2016 Transaction Date 10/31/2016 Wells Fargo HRA 10120 Total $2,572.83 Refer—3 PRIME PROPERTY SVCS, INC. _ -2- CITY OF MOUND Payments Current Period: November 2016 11/03/16 8:43 AM Page 2 Cash Payment E 680-49600-402 Building Maintenance 10-3-16 PICK UP GARBAGE FROM FLOOR IN $25.00 GARBAGE ROOM & REPLACE DUMPSTER Invoice 91 10/18/2016 Cash Payment E 680-49800-402 Building Maintenance 10-7-16 MEET WITH FIRE INSPECTOR -AT $50.00 IKM Invoice 91 10/18/2016 Cash Payment E 680-49800-440 Other Contractual Servic OCTOBER 2016 TWICE WEEKLY CLEANING- $729.17 IKM Invoice 105 10/26/2016 Transaction Date 10/31/2016 Refer _ 4 STA SAFE LOCKSMITHS COMPAN Cash Payment E 680-49800-401 Building Repairs Invoice 0020481 10/25/2016 Cash Payment E 680-49800-401 Building Repairs Invoice 0020478 10/3/2016 Transaction Date 10/31/2016 Refer �13 TRUE VALUE MOUND (IKM) Cash Payment E 680-49800-210 Operating Supplies Invoice 139219 10/28/2016 Cash Payment E 680-49800-210 Operating Supplies Invoice 139316 11/1/2016 Transaction Date 11/3/2016 �„�...A,...a .., -� - .. s--,....�..,.�.....,�....-..».,�,.,,.e,.a�.. XCEL ENERGY _Refer _ Cash Payment E 680-49800-381 Electric Utilities Invoice 521514103 10/24/2016 Transaction Date 11/1/2016 Fund Summary 680 HRA PUBLIC HOUSING Wells Fargo HRA 10120 Total $804.17 LOCK MASTER KEYED- 3 KEYS- LOCK $143.25 REPAIRED ON MAILBOX - IKM LOCK MASTER KEYED- 4 KEYS - IKM $103.50 Wells Fargo HRA 10120 Total $246.75 BATH FAUCET HANDLE, 4 PK 29W HALO $49.16 BULB, 4 PK 10.5W BULB, ANTISIPHON VAC BREAKER- IKM 1/3 HP Cl SUB SUMP PUMP- IKM $121.50 Wells Fargo HRA 10120 Total $170.66 ELECTRIC SVC 9-24-16 THRU 10-22-16 IKM $1,698.35 Wells Fargo HRA 10120 Total $1,698.35 10120 Wells Fargo HRA $9,370.43 $9,370.43 Pre -Written Checks $0.00 Checks to be Generated by the Computer $9,370.43 Total $9,370.43 -3- [SHICL7A11CO11]0 1�� Payments 10/31/16 2:15 PM Page 1 Pre -Written Checks $0.00 Checks to be Generated by the Computer $7,460.88 Total $7,460.88 M Current Period: November 2016 Batch Name AEON-SEPT16 User DollarAmt $7,460.88 Payments Computer Dollar Amt $7,460.88 $0.00 In Balance Refer 9 AEON MANAGEMENT LLC - Cash Payment E 680-49800-101 F T Empl Regular SITE MANAGER SALARY- 87.58 HOURS- $2,124.25 SEPT 2016 Invoice 110916 10/25/2016 Cash Payment E 680-49800-111 Other IKM Maint MTCE TECH SALARY- 49.75 HOURS- SEPT $1,461.28 2016 Invoice 110916 10/25/2016 Cash Payment E 680-49800-101 F T Empl Regular DIRECTOR OF PROPERTY IMPROVEMENTS $689.85 SALARY- 10.5 HOURS- SEPT 2016 Invoice 110916 10/25/2016 Cash Payment E 680-49800-331 Use of personal auto MTCE MILEAGE- SEPT 2016 $29.16 Invoice 110916 10/25/2016 Cash Payment E 680-49800-220 Repair/Maint Supply PIPE FITTINGS $79.34 Invoice 110916 10/25/2016 Cash Payment E 680-49800-440 Other Contractual Servic AFTER HOURS EMERGENCY SVC- HARDCO- $33.02 SEPT 2016 Invoice 110916 10/25/2016 Cash Payment E 680-49800-111 Other IKM Maint AFTER HOURS MTCE CALL SVC- SEPT 2016 $14.65 Invoice 110916 10/25/2016 Cash Payment E 680-49800-351 Legal Notices Publishing JOB POSTINGS -AUG & SEPT 2016 $119.33 Invoice 110916 10/25/2016 Cash Payment E 680-49800-440 Other Contractual Servic ELEVATOR SVC- SEPT 2016 $160.00 Invoice 110916 10/25/2016 Cash Payment E 680-49800-307 Admin/Finance/Compute IKM SITE MAINTENANCE SEPTEMBER 2016 - $2,750.00 50 UNITS @ $55 /UNIT Invoice 110916 10/25/2016 Transaction Date 10/31/2016 Wells Fargo HRA 10120 Total $7,460.88 Fund Summary 10120 Wells Fargo HRA 680 HRA PUBLIC HOUSING $7,460.88 $7,460.88 Pre -Written Checks $0.00 Checks to be Generated by the Computer $7,460.88 Total $7,460.88 M CITY OF MOUND Payments Current Period: October 2016 Batch Name 0916KG-HRA User Dollar Amt $921.50 Payments Computer DollarAmt $921.50 Refer 1 KENNEDYAND GRAVEN Cash Payment E 680-49800-304 Legal Fees Invoice 133599-2 9/30/2016 Transaction Date 10/20/2016 Fund Summary 680 HRA PUBLIC HOUSING $0.00 In Balance HRA- AEON PROJECT- PLAT & TITLE REQUIREMENTS- LEGAL SVCS SEPT 2016 Wells Fargo HRA 10120 Total 10120 Wells Fargo HRA $921.50 Pre -Written Checks $0.00 Checks to be Generated by the Computer $921.50 Total $921.50 $921.50 -5- 10/20/16 3:32 PM Page 1 $921.50 $921.50 GRANT AGREEMENT BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF MOUND AND AEON FOR THE COUNTY OF HENNEPIN ENVIRONMENTAL RESPONSE FUNDS THIS GRANT AGREEMENT is entered into as of the day of , 2016 by and between the HOUSING AND REDEVELOPMENT AUTHORITY OF THE HRA OF MOUND, a Minnesota municipal corporation (herein called the "HRA'), and AEON, a Minnesota non-profit corporation (herein called the "Grantee'). WHEREAS, the HRA has received a grant from the County of Hennepin (the "County') in the amount of $390,982 (the "ERF Funds"); and WHEREAS, the HRA desires to loan proceeds of the ERF Fund in the amount of $390,982 (the "Loan') to Grantee to make a loan to IKM Limited Partnership (the "Partnership') to finance costs of acquisition and construction of a 66 -unit affordable rental housing project at 2020 Commerce Boulevard, Mound, Minnesota. NOW, THEREFORE, it is agreed between the parties hereto that: 1. AWARD. The HRA agrees to make the grant (the "Grant') to the Grantee for the `Project" described in that certain Grant Agreement Contract No. A154841 between the HRA and the County (the "ERF Grant Agreement'), a copy of which is attached hereto as Exhibit A. 2. AUTHORIZED USES. Grant funds must be used in accordance with the eligible uses and costs as described in the ERF Grant Agreement (the `Project Costs"). Notwithstanding anything herein to the contrary, the Grantee understands and agrees that any reduction or termination of the ERF Funds may result in a like reduction or termination of the Grant, and that any material change in the scope of the Project or budget in the ERF Grant Agreement must be approved in writing by the LIRA and the County in accordance with the ERF Grant Agreement 3. REQUIREMENTS. The Grantee shall comply with the requirements of the ERF Grant Agreement. 4. PERFORMANCE MONITORING. The Grantee must comply with all reporting requirements in the ERF Grant Agreement The Grantee must submit periodic reports to the HRA on the status of the Project, the expenditure of the Loan funds, and the sources and expenditure of the match funds. The Grantee must also complete and submit to the HRA: reports required for the HRA to prepare reports under Section 4 of the ERF Grant Agreement. A default by Grantee under the ERF Grant Agreement will constitute noncompliance with this Grant Agreement. If the HRA finds that there has been a material failure to comply with the provisions of this Grant Agreement, the HRA may take action to protect its interests, including refusal to disburse additional funds and acceleration of the Loan. If action to correct such default is not taken by the Grantee within thirty (30) calendar days (or such longer period as is reasonably necessary and approved by the HRA) after being notified by the HRA, the HRA may terminate this Grant Agreement. Termination does not alter Grantee's obligation to repay any Loan funds due to the HRA as a result of a default under the terms of this Grant Agreement. US.107935787.03 Notwithstanding any contrary provision of this Grant Agreement, if for any reason other than solely the HRA's negligence in managing the ERF Grant funds, the County requires the HRA to repay any or all of the ERF Grant funds, Grantee unconditionally guarantees that it will repay whatever funds are required to be returned to the County within ten (10) days of written notification of the County's requirement, and , in addition, agrees to pay any and all expenses incurred by the LIRA in enforcing this provision. Grantee hereby expressly and irrevocably waives all defenses in any action brought by the LIRA to enforce this provision based on claims of waiver, release, surrender, alteration or compromise. This provision shall survive expiration or termination of this Grant Agreement. 5. TIME OF PERFORMANCE. Grantee must complete the Project on or before 12018 (the "End Date"). The HRA is not obligated to disburse funds for any Project Costs incurred after the End Date or any earlier termination, whichever occurs first. Any Loan funds not disbursed prior to the End Date will revert to the County and the Loan amount will be reduced accordingly. 6. CONDITIONS PRECEDENT TO DISBURSEMENT. The following requirements are conditions precedent to disbursement of the Loan: A. The Grantee shall have provided evidence satisfactory to the HRA showing that Partnership has title in fee simple and possession of the Project site. B. The Grantee shall have deposited in escrow with a title insurance company or otherwise have available to the satisfaction of the HRA, equity, loan proceeds or other funds sufficient together with the Grant funds to pay for all unpaid Project Costs. C. The Grantee shall have provided evidence of compliance with the accounting and record keeping requirement in Section 2 of the ERF Grant Agreement, if applicable. D. The Grantee shall have provided the HRA with evidence of compliance with the insurance requirements of Section 9 of the ERF Grant Agreement. E. The HRA shall have reasonably approved the entities that will be under contract with the Grantee to complete the Project. F. The Grantee shall submit a payment request form per Section 3 of the ERF Grant Agreement. DISBURSEMENT. It is expressly agreed and understood that the total amount to be disbursed by the HRA under this Grant Agreement will not exceed $390,982. The final request for disbursement must be submitted within six (6) months after the End Date. The HRA will make disbursements no more often than every 30 days and only upon receipt of a written disbursement request from Grantee acceptable to the HRA and the County, which shall include the following: A. Completed and executed disbursement request in the form attached hereto as Exhibit B (the "Payment Request Form'), and accompanied by itemized invoices from each provider to be paid or cost to be reimbursed. B. Completed Payment Request Summary Form in the form required by the County. Collectively, the Disbursement Request Form and the Payment Request Summary Form shall be referred to as a "Disbursement Request." 2 US.107935787.03 The HRA shall, upon its approval of a Disbursement Request, forward the Payment Request Summary Form and supporting invoices to the County for approval. Upon County approval and disbursement of the approved amounts of ERF Grant funds, the HRA shall disburse the approved amount of Loan funds to Commercial Partners Title ("Title'). Title shall disburse the Loan funds in accordance with the information provided in the Disbursement Request and pursuant to the Master Disbursing Agreement among Lender, the Grantee, Title and the other lenders. 8. NOTICES. Communication and details concerning this Grant Agreement shall be directed to the following representatives: HRA: City of Mound Department of Community Development 2415 Wilshire Boulevard Mound, MN 55364 Phone: (952) 472-0600 Attention: City Manager Grantee. Aeon 901 North Third Street, Suite 150 Minneapolis, MN 55401 Phone: (612) 341-3148 Attention: Blake Hopkins With copies to: Faegre Baker Daniels LLP 90 South Seventh Street 2200 Wells Fargo Center Minneapolis, MN 55402 Phone: (612) 766-6833 Fax: (612) 766-1600 Attn: Angela M. Christy, Esq. Title: Commercial Partners Title 200 South Sixth Street, Suite 1300 Minneapolis, MN 55402 9. STORMWATER DISCHARGE AND WATER MANAGEMENT PLAN REQUIREMENTS. The Grantee shall meet all applicable requirements of: A. Federal and state laws relating to stormwater discharges including, without limitation, any applicable requirements of Code of Federal Regulations, title 40, parts 122 and 123; and B. The County's 2030 Water Resources Management Policy Plan and the local water management plan for the jurisdiction within which the Project is located. 10. GENERAL CONDITIONS. A. General Compliance. The Grantee agrees to comply with all applicable federal, state and local laws and regulations governing the Project and funds provided under this Grant Agreement. B. Independent Contractor. Nothing contained in this Grant Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee 3 US.107935787.03 between the parties. The Grantee shall at all times remain an independent contractor with respect to the services to be performed under this Grant Agreement The LIRA shall be exempt from payment of all unemployment compensation, FICA, retirement, life and/or medical insurance and workers' compensation insurance as the Grantee is an independent contractor. C. Indemnification and Hold Harmless. The Grantee shall hold harmless, defend and indemnify the HRA and County from any and all liability, claims, actions, suits, charges, damages, losses, costs, expenses, and judgments whatsoever, including reasonable attorney's fees, that arise directly or indirectly out of the Grantee's, its contractors or subcontractors performance or nonperformance of the services or subject matter called for in this Grant Agreement. This clause shall not be construed to bar any legal remedies Grantee may have for the HRA's or County's failure to fulfill its obligations pursuant to this Grant Agreement. Claims included in this indemnification include, without limitation, any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes, Chapter 11513, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) as amended, United States Code, title 42, Sections 9601 et seq., and the Federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, United States Code, title 42, Sections 6901 et. seq. This indemnification shall not be construed as a waiver on the part of either the HRA or the County of any immunities or limits on liability provided by Minnesota Statutes, Chapter 466 or other applicable State or Federal law. D. Workers' Compensation. The Grantee shall provide workers' compensation insurance coverage for any employees involved in the performance of this Grant Agreement. E. Insurance. The Grantee shall maintain the insurance coverages set out in the Mortgage. 11. ADMINISTRATIVE REQUIREMENTS. A. Accounting Standards. The Grantee agrees to maintain the necessary source documentation and enforce sufficient internal controls as dictated by generally accepted accounting practices to properly account for expenses incurred under this Grant Agreement. B. Records. Retention. The Grantee shall retain all records pertinent to expenditures incurred under this Grant Agreement until conclusion of the latest of (a) six (6) years after the Grantee has completed the Project; or (b) six (6) years after the Grantee has expended all proceeds of the Loan; or (c) six (6) years after the resolution of all audit findings. Records for nonexpendable property acquired with funds under this Grant Agreement shall be retained for six (6) years after final disposition of such property. Records for any displaced person must be kept for six (6) years after he/she has received final payment 2. Inspections. All Grantee records with respect to any matters covered by this Grant Agreement shall be made available to the HRA, County or their designees at any time during normal business hours, as often as the HRA or County deems reasonably necessary, to audit, examine, and make excerpts or transcripts of all relevant data. 4 US.107935787.03 3. Data Practices Act. The Grantee shall comply with applicable provisions of the Minnesota Government Data Practices Act, Chapter 13. 12. PERSONNEL AND PARTICIPANT CONDITIONS. A. Equal Employment Opportunity. Grantee agrees for itself and its successors and assigns, that during the term of this Grant Agreement: Grantee will comply with the applicable federal, state and local laws, rules and regulations regarding equal employment opportunities, including nondiscrimination provisions contained in Chapter 181, Minnesota Statutes, the Americans with Disabilities Act of 1990 (as amended), Section 109 of the Housing and Community Development Act of 1974 (as amended), the Age Discrimination Act of 1975 (as amended) and Executive Order 11246, as amended by Executive Order 12086. 2. Grantee is committed to the concept of equal opportunity in both participation by women and minority business enterprises and employment of women and minorities, and agrees that the affirmative action program of Grantee is binding on Grantee. 3. Grantee will take such action with respect to any construction contract, subcontract, or purchase order as the HRA may direct as a means of enforcing such provisions, including sanctions for noncompliance. 4. In the event of the Grantee's noncompliance with these nondiscrimination clauses, the contract may be cancelled, terminated, or suspended, in whole or in part. B. Affirmative Action. Plan. The Grantee shall develop an affirmative action plan. The HRA shall provide affirmative action guidelines to the Grantee to assist in the formulation of such plan. The Grantee shall submit any necessary affirmative action documentation to the HRA for approval prior to the disbursement of funds. 2. Access to Records. The Grantee shall furnish all information and reports required hereunder and by the rules and regulations of the HRA, and to permit access to the Grantee's books, records and accounts for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 3. Notifications. The Grantee shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or worker's representative of the Grantee's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. EEO/AA Statement. The Grantee shall, in all solicitations or advertisements for employees placed by or on behalf of the Grantee, state that it is an equal opportunity or affirmative action employer. US.107935787.03 C. Conduct. Assignability. The Grantee shall not assign or transfer any interest in this Grant Agreement (whether by assignment or novation) without the prior written consent of the HRA; provided, however, that the Grantee may lend the Grant to the Partnership. 2. Subcontracts. (a) Selection Process. The Grantee shall undertake to insure that all contracts and subcontracts let in the performance of this Grant Agreement shall be awarded on a fair and open competition basis. Executed copies of all contracts and subcontracts along with documentation concerning the selection process shall be forwarded to the HRA upon request (b) Monitoring. The HRA may monitor contracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. (c) OSHA. Grantee shall require that contractors performing work being paid with the Loan funds be in compliance with all applicable OSHA regulations, especially the Federal Hazardous Waste Operations an Emergency Response Standards (29 C.F.R. 1910.120 and 29 C.F.R. 1926.65). 13. MISCELLANEOUS. A. Copyright. If this Grant Agreement results in any copyrightable material, the author is free to copyright the work, but the HRA and/or the County reserves the right to royalty -free, nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, the work for government purposes. B. Religious Organization. The Grantee agrees that funds provided under this Grant Agreement will not be utilized for religious activities, to promote religious interests, or for the benefit of a religious organization. C. Plain Language Law. To the extent applicable, the Grantee shall comply with provisions of the plain language law requiring written material produced for applicants and recipients to be understandable to a person who reads at the seventh grade level (Minnesota Statutes, Section 268.0124, 1988). D. Governing Law. This Grant Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota. E. Counterparts. This Grant Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement. F. Acknowledgements. The Grantee shall acknowledge the financial assistance provided by the HRA and County in promotional materials, press releases, reports and publications relating to the Project. The acknowledgement should contain the following language: 6 US.107935787.03 Financing for this project was provided by Hennepin County Environmental Response Fund and the HRA ofMound. Until the Project is completed, the Grantee shall ensure the above acknowledgement language, or alternative language approved by the HRA, is included on all signs located at project or construction sites that identify project funding partners or entities providing financial support for the project G. Limited Recourse. Except in the case of fraud or willful misconduct, neither Grantee nor any partner, officer, director, shareholder, employee or agent of Grantee shall have any personal liability for Grantee's obligations hereunder or under the Note or Mortgage, it being recognized by the HRA that the obligations of Grantee hereunder and under such documents are nonrecourse obligations and that the remedies of the HRA are limited to the security provided hereunder. (Signature pages follow.) 7 US.107935787.03 (Signature page to Grant Agreement) IN WITNESS WHEREOF, the parties have executed this Grant Agreement as of the date first written above. HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF MOUND R Its: US.107935787.03 (Signature page to Grant Agreement) AEON R Its: US.107935787.03 ACKNOWLEDGMENT OF TITLE The undersigned hereby acknowledges and accepts the obligations of "Title" under the attached Grant Agreement dated as of , 2016, between IKM Limited Partnership and the HRA of Mound. IN FURTHERANCE WHEREOF, the undersigned has hereunto set its hand as of this day of 2016. COMMERCIAL PARTNERS TITLE LLC R US.107935787.03 Its EXHIBIT A ERF GRANT AGREEMENT AND ATTACHMENTS US.107935787.03 EXHIBIT B DISBURSEMENT REQUEST FORM US.107935787.03 DISBURSEMENT REQUEST FORM (Indian Knoll Manor Project) Number Date The undersigned, pursuant to that certain ERF Grant Agreement dated as of , 2016 (the "Grant Agreement"), by and between the Housing and Redevelopment Authority of the City of Mound (the "HRA") and IKM Limited Partnership (the "Grantee"), hereby certifies and requests as follows: 1. The Grantee requests that the following amounts be paid to Grantee by Title for payment or reimbursement to the entities below for eligible costs under the Grant Agreement: Name and Address ofPayee Amount Requested to be Paid a. b. C. d. 2. Attached hereto are invoices with respect to each item for which payment is requested pursuant to paragraph 1. 3. The Grantee certifies that the disbursements are for Project Costs as defined in the Grant Agreement. 4. The Grantee hereby requests the HRA to approve this Disbursement Request for payment of the amounts listed in paragraph 1 hereof. US.107935787.03 GRANTEE: IKM LIMITED PARTNERSHIP Fed. I.D. #81-0962531 By: 2020 Mound LLC Its: General Partner Its: APPROVAL This Disbursement Request is hereby approved by the Housing and Redevelopment Authority of the City of Mound pursuant to Section 7 of the above-described Grant Agreement. Dated: HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF MOUND Its US.107935787.03