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MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MOSCOW, IDAHO AND MOSCOW AFFORDABLE HOUSING TRUST THIS MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MOSCOW, IDAHO AND MOSCOW AFFORDABLE HOUSING TRUST (hereinafter "MOU"), is entered into this 2J± day of .Sepfemblf, 2015 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Moscow Affordable Housing Trust, a 501(c)(3) of the State of Idaho, 627 North Van Buren, Moscow, Idaho, 83843 (hereinafter "MAHT"); W I T N E S S E T H: WHEREAS, Moscow City Council has allocated funding in the annual budget for a contribution to a Fair and Affordable Housing Project in Moscow for several years; and WHEREAS, CITY budget fiscal year 2015 had an accumulation of thirty thousand dollars ($30,000) in funding allocated to assist MAHT with operating expenses and/or a project; and WHEREAS, as of August 21, 2015, CITY has reimbursed MAHT for an Affordable Home Ownership Study, legal fees, and insurance in the amount of eight thousand six hundred fifty six dollars ($8,656) with a remaining balance of twenty one thousand three hundred forty four dollars ($21,344); and WHEREAS, CITY has decided not to allocate any funds to MAHT in the CITY's 2016 budget; and WHEREAS, MAHT has notified CITY that MAHT is currently in the process of purchasing real estate within the City of Moscow in furtherance of MAHT mission of providing low income housing opportunities for citizens of Moscow; and WHEREAS, MAHT has made an offer on property located at 306 Morton Street, and said offer has been accepted conditioned upon the results of a necessary survey of said property; said survey has not been completed; and WHEREAS, MAHT desires to close on said property on or before September 30, 2015 but cannot guarantee the real estate transaction will be finalized on said date; and WHEREAS, at the September 8, 2015 City Council meeting, Council approved the remaining balance of twenty one thousand three hundred forty four dollars ($21,344) of funding be provided to MAHT for the purchase of a lot at 306 Morton Street in Moscow; and WHEREAS, CITY desires to transfer remaining balance of twenty one thousand three hundred forty four dollars ($21,344) with condition that said funds are expended on the real estate purchase of 306 Morton Street; and MEMORANDUM OF UNDERSTANDING; Moscow AFFORDABLE HOUSING TRUST PAGE 1 OF4 20\5-142. ---PAGE BREAK--- WHEREAS, if for any reason said real estate transaction does not occur, CITY conditions the transfer of said funding to be used by MAHT only on a project or projects located within the City limits of the City of Moscow; and WHEREAS, the purpose of this MOU is to assure that funding from CITY to MAHT is used to fund only a project located within the City limits of Moscow, and that no CITY funds are expended for any project outside the City limits of Moscow; NOW, THEREFORE, MAHT and CITY hereby agree as follows: I. CITY shall do all of the following: A. CITY agrees to provide funding to MAHT in the amount of twenty one thousand three hundred forty four dollars ($21,344) for the purpose of purchasing real property located at 306 Morton Street in Moscow, Idaho. B. CITY agrees if MAHT, for any reason does not complete the purchase of said property, MAHT may expend said funds only on an appropriate project or projects located within the City limits of Moscow, Idaho in furtherance of MAHT's mission of providing affordable housing for low income residents. II. MAHT shall do all of the following: A. MAHT agrees to use said funding from CITY to purchase real property located at 306 Morton Street in Moscow, Idaho on or before September 30, 2015. B. If purchase of said real property does not occur on or before September 30, 2015, MAHT agrees funding provided by CITY to be expended for real property located at 306 Morton Street in Moscow, Idaho as soon as practical after September 30, 2015. C. If for any reason, purchase of property located at 306 Morton Street does not occur, MAHT agrees funding provided by CITY to be expended only on an appropriate project or projects located within the City limits of Moscow in furtherance of MAHT's mission. D. If MAHT does not expend said funds provided by CITY on an appropriate project or projects within the City limits of Moscow within two years of receiving said funds, MAHT agrees to return to CITY said funding or any remaining balance not expended on an appropriate project or projects within the City of Moscow. E. Upon request, MAHT to provide financial records to CITY detailing any transactions where CITY funds were expended. III. Term: The term of this MOU shall be from the date of the signing of this MOU until October 31, 2017 or until all CITY funding has been expended in furtherance ofMAHT's mission. IV. Indemnification: MAHT agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of MAHT in the performance of obligations under this MOU, to the extent that MAHT is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between MEMORANDUM OF UNDERSTANDING; Moscow AFFORDABLE HOUSING TRUST PAGE20F4 ---PAGE BREAK--- MAHT and CITY. MAHT shall not be obligated to indemnify CITY for CITY's sole negligence. V. CITY'S Representative CITY shall designate a representative authorized to act on behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. VI. MAHT's Representative. MAHT shall designate a representative authorized to act on behalf of MAHT. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. VII. Modification and Assignability of MOU. This MOU contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This MOU may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. MAHT may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any such consultant, subcontractor or assignee shall be bound by all of the terms and conditions of this MOU as if named specifically herein. VIII. Jurisdiction and Venue. It is agreed that this MOU shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. MAHT Moscow Affordable Housing Trust By: Kar.I Johnson%t MEMORANDUM OF UNDERSTANDING; Moscow AFFORDABLE HOUSING TRUST CITY City Of Moscow, Idaho PAGE3 OF4 ---PAGE BREAK--- STATE OF IDAHO ) ) SS. COUNTY OF LATAH ) ACKNOWLEDGMENT On this 23f d day of 2><2.,PTH-\1.'>J$ Notary Public for the Stat: ofl aho go./' Residing at ffi\LB1CH !DBD ! [ NOTAR'< " My commission expires \1f\R011 1 J 2J,)'2J) puauc . s v O - / X' " U'J:: [PHONE REDACTED]'\"' /11/'fr12 or 11 11111 1 MEMORANDUM OF UNDERSTANDING; Moscow AFFORDABLE HOUSING TRUST PAGE40F4