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HomeMy WebLinkAboutContract 54988-A2 CSC# 54988-A2 SECOND AMENDMENT TO CITY SECRETARY CONTRACT NO. 54988 WHEREAS, the City of Fort Worth ("City") and Trinity Habitat for Humanity (hereafter "Agency"),made and entered into City Secretary Contract No. 54988 Al ("Contract")effective September 1,2021; WHEREAS, the Contract provides funding to Agency pursuant to a grant received by City from the United States Department of Housing and Urban Development ("HUD") through the Community Development Block Grant Program ("CDBG"), Program No. B-18-MC-48-0010, Catalog of Federal Domestic Assistance No. 14.218; WHEREAS,the City Council authorized the City Manager or his Designee to extend the Contract for up to 1 year if necessary for completion of the Program (M&C 20-0015); WHEREAS, the Agency has requested an extension of the Term of the Contract to expend remaining CDBG Funds for the repair of additional lionies required for completion of the Program; and WHEREAS, it is the mutual desire of City and Agency to amend the Contract to complete the Program and meet Contract objectives. NOW,THEREFORE, City and Agency hereby agree to amend the Contract as follows: I. Section 3 TERM is liereby deleted and replaced with the following language: 3. TERM, Tile term of this Contract begins on the Effective Date and terminates on June 30,2023,unless earlier terminated as proved in this contract. II. All terms and conditions of the Contract not amended herein remain unaffected and in fill force and effect, are binding on the Parties and are liereby ratified by the Parties. Capitalized terms not defined herein sliall have the meanings assigned to them in the Contract. III. This Amendment is effective as of the Effective Date of the Contract. [SIGNATURES APPEAR ON FOLLOWING PAGE] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Amendment No.I to CSC No.54988 Page I Trinity Habitat for humanity ACCEPTED AND AGREED: TRINITY HABITAT FOR UMANITY CITY OF FORT WORTH By: �— By: Fernando Costa(Jan 18,2022 1G 42 CST) Gage age CEO Fernando Costa,Assistant City Manager a FORT �� oFa0000000a0y ATTEST: ��° °� � APPROVE AS TO FORM AND p vg o LEGALITY: spa*o 0 By: Ja nett�J(Jinnn25��CST) d�n��EXASoad By. Jannette Goodall,City Secretary Taylor Paris,Assistant City Attorney M&C: 20-0015 January 14,2020 1295 Certification No. 2019-54743 Date: October 3,2019 CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. t-, fv- Chad LaV.q-(Jan 18,20221S:23 CST) Chad Laroquc Housing Development Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Amendment No. I to CSC No.54988 Page 2 Trinity Habitat for Humanity CSC No. 54988-A1 FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 54988 WHEREAS, the City of Fort Worth ("City") and Trinity Habitat for Humanity (hereafter "Agency"), made and entered into City Secretary Contract No. 54988 ("Contract") effective December 7, 2020; WHEREAS, the Contract provides funding to Agency pursuant to a grant received by City from the United States Department of Housing and Urban Development ("HUD") through the Community Development Block Grant Program ("CDBG"), Program No. B-18-MC-48-0010, Catalog of Federal Domestic Assistance No. 14.218; WHEREAS, the City Council authorized the City Manager or his Designee to extend the Contract for up to 1 year if necessary for completion of the Program(M&C 20-0015); WHEREAS, the Agency has requested an extension of the Term of the Contract to expend remaining CDBG Funds for the repair of additional homes required for completion of the Program; and WHEREAS, it is the mutual desire of City and Agency to amend the Contract to complete the Program and meet Contract objectives. NOW,THEREFORE,City and Agency hereby agree to amend the Contract as follows; 1. Section 3 TERM is hereby deleted and replaced with the following language; 3,TERM, The term of this Contract begins on the Effective Date and terminates on December 31,2021, unless earlier terminated as proved in this contract. 11. All terms and conditions of the Contract not amended herein remain unaffected and in frill force and effect, are binding on the Parties and are hereby ratified by the Parties. Capitalized terms not defined herein shalt have the meanings assigned to them in the Contract. III. This Amendment is effective as of the Effective Date of the Contract. [SIGNATURES APPEAR ON FOLLOWING PAGE] Page 1 Amendment No,l to CSC No.54988 ACCEPTED AND AGREED: TRINITY HABITAT FOR HUMANITY CITY OF FORT WORTH By: By:Fernando Costa(Sep 1,2021 14:00 CDT) Ga e Y ger,PO Fernando Costa, Assistant City Manager ATTEST: APPROVE AS TO FORM AND LEGALITY: By: By:Taylor P +5(Sep 1,2021 13:53 CDT) Ron Gonzales,Acting City Secretary Taylor Paris,Assistant City Attorney M&C: 20-0015 January 14,2020 1295 Certification No, 2019-54743 Date: October 3,2019 CONTRACT COMPLIANCE MANAGER: By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements, 2-7 % ChadLaVoque(5ep1 202113:44CDT) Chad Laroque Housing Development Manager Amendment No. l to CSC No.54988 Prase 2 SECOND AMENDMENT TO CITY SECRETARY CONTRACT NO. 54988 WHEREAS, the City of Fort Worth ("City") and Trinity Habitat for Humanity (hereafter "Agency"),made and entered into City Secretary Contract No. 54988 AI ("Contract")effective September 1, 2021; WHEREAS, the Contract provides funding to Agency pursuant to a grant received by City from the United States Department of Housing and Urban Development ("HUD") through the Community Development Block Grant Program ("CDBG"), Program No. B-18-MC-48-0010, Catalog of Federal Domestic Assistance No. 14.218; WHEREAS,the City Council authorized the City Manager or his Designee to extend the Contract for up to 1 year if necessary for completion of the Program (M&C 20-0015); WHEREAS, the Agency has requested an extension of the Term of the Contract to expend remaining CDBG Funds for the repair of additional homes required for completion of the Program; and WHEREAS, it is the mutual desire of City and Agency to amend the Contract to complete the Program and meet Contract objectives. NOW,THEREFORE,City and Agency hereby agree to amend the Contract as follows: I. Section 3 TERM is hereby deleted and replaced with the following language: 3. TERM, The term of this Contract begins on the Effective Date and terminates on June 30, 2023, unless earlier terminated as proved in this contract. II. All terms and conditions of the Contract not amended herein remain unaffected and in full force and effect, are binding on the Parties and are hereby ratified by the Parties. Capitalized terms not defined herein shall have the meanings assigned to them in the Contract. III. This Amendment is effective as of the Effective Date of the Contract. [SIGNATURES APPEAR ON FOLLOWING PAGE] Amendment No.1 to CSC No.54988 Page 1 Trinity Habitat for Humanity ACCEPTED AND AGREED: TR2Ga TY HABITAT FOR MANITY CITY OF FORT WORTH By: �— By: ge age• CEO Fernando Costa,Assistant City Manager ATTEST: APPROVE AS TO FORM AND LEGALITY: By: By: Jannette Goodall,City Secretary Taylor Paris,Assistant City Attorney M&C: 20-0015 January 14, 2020 1295 Certification No.2019-54743 Date: October 3,2019 CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Chad Laroque Housing Development Manager Amendment No. 1 to CSC No.54988 Page 2 Trinity Habitat for Humanity CSC No.54988 STATE OF TEXAS § COUNTY OF TARRANT § This contract("Contract")is made and entered into by and between the City of Fort Worth (hereafter "City") and Fort Worth Area Habitat for Humanity, Inc., doing business as Trinity Habitat for Humanity (hereafter "Agency"). City and Agency may be referred to individually as"Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City receives grant monies from the United States Department of Housing and Urban Development through the Community Development Block Grant("CDBG") Program, Program No. B-20-MC-48-0010, Catalog of Federal Domestic Assistance No. 14.218; WHEREAS, a national objective of the CDBG program is to benefit low and moderate income citizens in accordance with 24 CFR Part 570, as amended from time to time; WHEREAS, Agency submitted a proposal to use CDBG funds for a program to serve individuals and families, 100% of whom must be low and moderate income; WHEREAS, City citizens, the Community Development Council, and the City Council have determined that CDBG programs are needed by the City's citizens. NOW, THEREFORE,the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS. City and Agency hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract,the terms set forth below shall have the definitions ascribed to them as follows: Area Median Income or AMI means the median family income for the Fort Worth-Arlington metropolitan statistical area as established annually by HUD. The 2020 income limits are attached hereto as EXHIBIT "A-1"—2020 HUD Income Limits. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011, as may be amended from time to time. CDBG means Community Development Block Grant. Complete Documentation means the following documentation as applicable: • Attachments I, II,III, and IV with supporting documentation including: OFFICIAL RECORD 2019-2020 CDBG CONTRACT-PRESERVE A HOME PROGRAM CITY SECRETARY TRINITY HABITAT FOR HUMANITY(NORTHSIDE) FT. WORTH, TX i o Proof of expense: copies of timesheets, invoices, leases, service or construction/vendor contracts or other documentation showing that payment is due by Agency. o Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Agency were actually paid by Agency. o Proof of client eligibility: Source Documentation for all clients participating in the Program. • Complete Documentation shall meet the standards described in the attached EXHIBIT "F" - Standards of Documentation. • Any other document or record reasonably necessary to verify costs spent and client eligibility for the Program. CDBG Funds means the CDBG grant funds supplied by City to Agency under the terms of this Contract. CDBG Regulations means regulations found at 24 CFR Part 570 et seq. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Director means the Director of the Neighborhood Services Department. Effective Date means the date of execution by the City of this Contract. HUD means the United States Department of Housing and Urban Development. I IDIS means Integrated Disbursement Information System, HUD's project tracking system. Income Eligible Client means a client whose annual income adjusted for family size does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances. The definition of annual income to determine client income eligibility shall be the definition contained in 24 CFR Part 5.609, as amended from time to time. Leveraged Funds means dollars obtained by Agency from other non-City sources that are expended on direct Preserve A Home Program home repair expenses. Leveraged Resources means dollars or in-kind donations obtained by Agency from other non- City sources that are expended on direct Preserve A Home program expenses,including staff costs, or related direct program operational expenses,but not including indirect costs. National Objective means an activity that benefits low and moderate income persons. For the purposes of this Contract, 100% of the clients served by the Program must be Income Eligible Clients. 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 2 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) I Neighborhood Improvement Program means geographic area designated by the City of Fort Worth City Council as a target area for investment of additional resources as further described by Resolution No. 5031-01-2019. Neighborhood Services Department means the City's Neighborhood Services Department. OMB means the Office of Management and Budget. Program means the services described in EXHIBIT "A"—Program Summary. Reimbursement Request means all reports and other documentation described in Section 9. Source Documentation means documentation of full household income of any type described under the definition of annual income in 24 CFR Part 5.609, including but not limited to copies of paychecks, Social Security and disability verification letters, interest or rental income statements, retirement income statements, child support and alimony verification, unemployment benefit letters, and the like. Unduplicated Clients means a count of all clients served by the Program at least once in the Contract Term. Clients served by the Program more than once in the Contract Term will only be counted the first time they are served when determining the total count of Unduplicated Clients. ZoomGrants — Online database maintained by the City of Fort Worth for Agency to submit monthly reimbursement requests. 3. TERM. The term of this Contract begins on the Effective Date and terminates 18 months thereafter ("Expiration Date")unless earlier terminated as provided in this Contract. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide CDBG Funds. City shall provide up to Four Hundred Thousand Dollars and No Cents ($400,000.00) of CDBG Funds under the terms and conditions of this Contract for Agency's Preserve A Home Program. 4.2 Monitor. City will monitor the activities and performance of Agency and any of its contractors, subcontractors or vendors as necessary,but no less than annually. Monitoring by City will include determining whether Agency is meeting the National Objective during the term of this Contract. 4.3 Communicate and Coordinate with Auncy Regarding LeadSafe Program City will receive referrals of prospective Program clients from Agency, determine potential LeadSafe Program eligibility for such clients, communicate in writing with Agency regarding such potential eligibility, procure Lead Risk Assessments for housing units determined 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 3 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) II i to be potentially eligible,provide copies of the Lead Risk Assessment Reports to Agency for such referred properties, make final determinations regarding LeadSafe Program eligibility based on the results of the Lead Risk Assessment, and communicate in writing with Agency regarding the final eligibility determination. For approved clients, City will communicate in writing to Agency regarding the scheduling of Lead Hazard Reduction work at the unit so that the timing of Preserve A Home repairs can be appropriately coordinated. 5. DUTIES AND RESPONSIBILITIES OF AGENCY. 5.1 Required Services. Agency shall perform the services described in EXHIBIT "A"—Program Summary in accordance with the terms and conditions of this Contract. 5.2 Use of CDBG Funds. 5.2.1. Compliance with CDBG Regulations and Contract. Agency shall be reimbursed for eligible Program costs with CDBG Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with CDBG Regulations. 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.1.3 Complete Documentation, as applicable, is submitted to City by Agency. 5.2.2 Budget. 5.2.2.1 The CDBG Funds will be paid on a reimbursement basis in accordance with EXHIBIT"B" -Budget. 5.2.2.2 During the term of this Contract, Agency may submit written requests to increase or decrease line-item amounts in the Budget, including an explanation of why such increases or decreases are necessary. All requests shall be approved by Director in writing, with such approval being in the Director's sole discretion. If Director approves the Agency's proposed Budget amendment (as approved, the "Amended Budget"),then the Amended Budget will take effect on the first day of the month following the month in which it was approved by Director, unless otherwise specified in the amendment. All requests for Budget amendments must be submitted by April 1,2022. 5.2.3 Change in Program Budget. 5.2.3.1 Agency will notify City promptly of any additional funds it receives for 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 4 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) II i I operation of the Program, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.3.2 Agency agrees to utilize the CDBG Funds to supplement rather than supplant funds otherwise available for the Program. 5.2.4 Payment of CDBG Funds to Agency. CDBG Funds will be disbursed to Agency upon City's approval of Reimbursement Requests including submission of Complete Documentation to City in compliance with Section 9. If Agency expends all funds budgeted for the Program prior to Expiration Date, City may hold back a small amount of the CDBG Funds until the end of the term. During this interim period, Agency must continue to submit Attachment III — Client Data Report in EXHIBIT "D" — Reimbursement Forms monthly. It is expressly agreed by the Parties that any CDBG Funds not spent or approved for reimbursement to Agency shall remain with City. 5.3 Program Performance Milestones. 5.3.1 Agency represents that the Program will achieve the following milestones in accordance with EXHIBIT "A"—Program Summary and the table below: }� ,�. � • spec=s=ed ` � �,_? I o` h E endiures umma ��.�. 6 35% 35% 12 70% 70% 18 100% 100% 5.3.2 Failure of Agency to meet these milestones or a material deviation from them as outlined in this Section 5.3 is a breach of this Contract. For the purpose of this Section,"material deviation" shall mean more than 10% lower than the specified goal. In the event of such breach, City reserves the right in its sole option to (i) delay or withhold payment of Reimbursement Requests, (ii) lower Agency's allocation of CDBG Funds, or (iii)terminate this Contract. 5.3.3 Failure to meet at least 80% of its performance milestones or serve 24 of the proposed 30 Unduplicated Clients under this contract may, in City's sole discretion, disqualify Agency for consideration for federal grant funds associated with subsequent Program Years. 5.3.4 Amendments to performance milestones regarding CDBG funds must be approved by the Director in writing, with such approval being in the Director's sole discretion. If Director approves the Agency's proposed amended performance milestones (as approved, the "Amended Performance Milestones"), then the Amended Performance Milestones will take effect on the first day of the month following the month in which it was approved by Director,unless otherwise specified in the amendment. All requests for amendments to performance milestones must be submitted by April 1, 2021. Notwithstanding the above, any amendments to this Contract shall not reduce the number of Unduplicated Clients stated in Section 5.3.3 and in EXHIBIT "A" - 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 5 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) �I II Program Summary. 5.4 Identify Program Expenses Paid with CDBG Funds. Agency will keep accounts and records in such a manner that City may readily identify and account for Program expenses reimbursed with CDBG Funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.4.1 Identify Program Expenses Paid with Leveraged Funds Agency will keep accounts and records in such a manner that City may readily identify and account for Program expenses paid with Leveraged Agency Funds and addresses where such Leveraged Funds were expended. 5.5 Meet National Objective. Agency shall ensure that the activities carried out in the Program will meet the National Objective. 5.6 Program Subcontracts. Agency shall not enter into a subcontract with another agency, contractor, or vendor to provide a service to clients for any part of the Program that will be paid with CDBG Funds without City's written consent. 6. CLIENT ELIGIBILITY VERIFICATION. 6.1 Client Eligibility. Agency will document client eligibility as follows: 6.1.1 Agency Clients. Agency must verify all new clients' income with Source Documentation. Agency must use the annual income definition in 24 CFR Part 5.609 to establish client income and must use the most current HUD Income Guidelines. The income of all Program clients must be documented and 100% of them must be Income Eligible Clients. 6.1.1.1 All Program clients must be reported on EXHIBIT "D" — Reimbursement Forms, Attachment III. Any Agency clients for which the appropriate Source Documentation is not obtained shall be presumed ineligible. 6.2 Submission of Complete Documentation. Agency must submit copies of documentation of client eligibility described in Section 6.1 with Attachment III with each month's Reimbursement Request for all Unduplicated Clients. 6.3 Maintain Documentation. Agency must maintain copies of all documentation required by this Section 6 for 5 years following the expiration of the Contract term. This Section shall survive the earlier termination or expiration of this Contract. 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 6 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) i I, II 7. ADDITIONAL CDBG REQUIREMENTS. Agency agrees to comply with all requirements of the CDBG Program as stated in the CDBG Regulations, including but not limited to the following: 7.1 Environmental Review. CDBG Funds will not be paid, and costs cannot be incurred on a given site until City has conducted an environmental review and completed an Environmental Review Record for that site as required by 24 CFR Part 58. The individual environmental reviews may result in a decision to proceed with, modify, or cancel the funding for the Program. Further, Agency will not undertake or commit any funds to physical or choice limiting actions as described in any applicable federal regulations. Any violation of this provision will (i) cause this Contract to terminate immediately, and (ii) require Agency to repay City the CDBG Funds it has already received and forfeit any future payments of CDBG Funds. Agency is responsible for submitting to City all required information,photographs, and documentation necessary for completion of the Environmental review process. 7.1.2 Environmental Mitigation. If applicable, Agency must take the mitigation actions outlined in EXHIBIT "A-2" — Lead-Safe/Preserve A Home Program Partnership Environmental Review Process. Failure to complete the required mitigation action is an event of default under this Contract. 7.2 Contract Not Constituting Commitment of Funds. Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this Contract does not constitute a commitment of funds, and that such commitment of funds or approval may occur only upon(i) satisfactory completion of an environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58, (ii) approval of City's 2019-2020 and 2020-2021 Action Plans respectively, and (iii) receipt by City of a grant agreement from HUD. 7.3 MonitorinIz. 7.3.1 Agency understands and agrees that it will be subject to monitoring by City for compliance with terms and provisions of this Contract and the CDBG Regulations for the term of this Contract. Agency is subject to such monitoring during the term of this Contract and for 5 years after the Contract term ends. Agency will provide reports and access to Program files as requested by City during this 5 year period. For purposes of this Contract, this 5 year period for monitoring is deemed to begin immediately following the expiration or termination of this Contract. 7.3.2 Representatives of City, HUD, HUD Office of Inspector General, and the United States Comptroller General shall have access during regular business hours, upon 48 hours prior notice,to Agency's offices and records pertaining to the use of the CDBG Funds, and to Agency's officers, directors, agents, employees, contractors, subcontractors and vendors for the purpose of such monitoring. 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 7 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) �I II 7.3.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to perform desk reviews or on-site monitoring of Agency's compliance with the terms and conditions of this Contract. City shall provide Agency with a written report of the monitor's findings after each monitoring visit. If the monitoring report notes deficiencies in Agency's performance, the report shall include requirements for the timely correction of said deficiencies by Agency. Failure by Agency to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein. 7.3.4 Subsections 7.3.1 through 7.3.3 shall be applicable for the Contract term and for 5 years thereafter and shall survive the earlier termination or expiration of this Contract. 7.3.5 Agency shall provide City annually the results of any state or federal monitoring of any of its programs and single audits. Such results shall be submitted within 60 days of receipt of such state or federal monitoring report, or with the January Reimbursement Request, whichever is earlier. 7.4 Agency Procurement Standards. Agency shall comply with all applicable federal, state and local laws, regulations, and ordinances for making procurements under this Contract. In addition to the conflict of interest provisions in Section 14,13.3, Agency shall establish written procurement procedures to ensure that materials and services are obtained in a cost effective manner and that provide for full and open competition. Agency shall provide a copy of such procurement procedures to City before the first payment for construction services is processed. When procuring materials and services for this Contract, Agency shall comply at a minimum with the procurement standards in 2 CFR Part 200.317 through Part 200.326. 7.4.1 Contracts in excess of $10,000.00 made by Agency using CDBG Funds must include provisions governing termination for cause and convenience including the manner by which such termination shall be effected and the basis for settlement of the terminated contract, if any, as required by Appendix II (B), 2 CFR Part 200. 7.4.2 Agency shall not make any contract with parties listed on the government wide System for Award Management, www.sam.gov ("SAM"). Agency must confirm by search of SAM that all contractors paid with CDBG Funds are not listed by SAM as being debarred, both prior to contract execution and prior to submitting a Reimbursement Request which includes invoices from any such contractor. Failure to submit such proofs of search shall be an event of default. 7.5 Cost Principles/Cost Reasonableness. Agency shall administer its use of CDBG Funds in compliance with 2 CFR Part 200, as applicable. The eligibility of costs incurred for performance rendered shall be determined in accordance with 2 CFR Part 200.400 through 2 CFR Part 200.475. 7.6 Financial Management Standards. Agency agrees to comply with 2 CFR Part 200,as applicable. Agency also agrees to adhere to the accounting principles and procedures required therein,utilize adequate internal controls,and 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 8 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) i1 i maintain necessary supporting and back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part 200.303. 7.7 Uniform Administrative Requirements, Cost Principles, and Audit Requirements. Agency will comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably equivalent procedures and requirements that City may require. 7.8 Terms Applicable to Contractors, Subcontractors and Vendors. Agency understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Agency which are in any way paid with CDBG Funds or who perform any work in connection with the Program. Agency shall cause all applicable provisions of this Contract to be included in and made a part of any contract or subcontract executed in the performance of its obligations hereunder including its obligations regarding the CDBG Regulations. Agency shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the CDBG Regulations and Contract provisions. Agency must cure all violations of the CDBG Regulations committed by its contractors, subcontractors or vendors. City maintains the right to insist on Agency's full compliance with the terms of this Contract and the CDBG Regulations and Agency is responsible for such compliance regardless of whether actions taken to fulfill the requirements of this Contract are taken by Agency or by Agency's contractors, subcontractors or vendors. Agency acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and shall be applicable for 5 years after the Contract term ends. 7.9 Copyright and Patent Rights. No reports,maps,or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of Agency. HUD and City shall possess all rights to invention or discovery, as well as rights in data,which may arise as a result of Agency's performance under this Contract. 7.10 Conflict of Interest Disclosure. In accordance with the requirements of Section 14.13.2.1 and 14.13.4, Agency shall establish conflict of interest policies for federal awards. Agency shall disclose to City in writing any potential conflict of interest. Additionally, all applicants for Agency services shall be required to complete the attached conflict of interest form incorporated herein as Exhibit "K"—Conflict of Interest Disclosure Form and disclose any potential conflict of interest to both Agency and City. If the applicant checks "yes"to any items on the form, Agency must submit the form to its designated Contract Administrator. City Compliance Specialist(s) will review information to determine whether CDBG Conflict of Interest requirements will apply. The Contract Administrator will notify Agency of appropriate next steps at that time. 7.11 Compliance with FFATA and Whistleblower Protections. Agency shall comply with the requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFATA") governing requirements on 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 9 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 7.11.1 Agency shall provide City with its DUNS number. 7.12 Internal Controls. In compliance with the requirements of 2 CFR Part 200.303,Agency shall: 7.12.1 Establish and maintain effective internal control over the CDBG Funds that provides reasonable assurance that Agency is managing the CDBG Funds in compliance with federal statutes,regulations,and the terms and conditions of this Contract. These internal controls shall be in compliance with guidance in "Standards for Internal Control in the Federal Government" issued by the Comptroller General of the United States or the "Internal Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission("COSO"); 7.12.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 7.12.3 Evaluate and monitor Agency's compliance with statutes,regulations and the terms and conditions of this Contract; 7.12.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and 7.12.5 Take reasonable measures to safeguard protected personally identifiable information and other information that HUD or City designates as sensitive or Agency considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 7.13 Lead Safe Housing Rule. Agency will ensure compliance with the Lead Safe Housing Rule at 24 CFR Part 35, as applicable. This includes but is not limited to Provision of Lead Hazard Information pamphlet, use of Lead Certified contractors,use of Lead-Safe work practices, and clearance of the work site, as applicable to the age of the housing unit and the extent of rehabilitation. Agency shall certify that work affects only"de minimus"areas as appropriate to specific sites."de minimus"thresholds as defined by HUD are as follows: 20 square feet (2 square meters) on exterior surfaces; 2 square feet (0.2 square meters) in any one interior room; or 10 percent of the total surface area on an interior or exterior type of component with a small surface area(such as window sills,baseboards, and trim). Agency shall submit EXHIBIT "J" —Lead Safe Hazard Certification to City when appropriate. 8. RECORD KEEPING; REPORTING AND DOCUMENTATION REQUIREMENTS; AUDIT. 8.1 Record Keeping. 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 10 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) I� if Agency shall maintain a record-keeping system as part of its performance of this Contract and shall promptly provide City with copies of any document City deems necessary for the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically, Agency will keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation. Agency will maintain all records and documentation related to this Contract for 5 years after the Contract term ends. If any claim, litigation, or audit is initiated before the expiration of the 5 year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. For purposes of this Contract, this 5 year period for record retention is deemed to begin immediately following the expiration or termination of this Contract. 8.2 Access to Records. Representatives of City, HUD and any duly authorized officials of the federal government will have full access to, and the right to examine, audit, copy, excerpt and/or transcribe any of Agency's records pertaining to all matters covered by this Contract for 5 years after the Contract term ends. Such access shall be during regular business hours and upon at least 48 hours prior notice. For purposes of this Contract, this 5 year period for access to records is deemed to begin immediately following the expiration or termination of this Contract. 8.3 Reports. Agency will submit to City all reports and documentation described in this Contract in such form as City may prescribe. Agency may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract in such form and within such times as City may prescribe. Failure to submit to City any report or documentation described in this Contract shall be an event of default of this Contract and City may exercise all of its remedies for default under this Contract. 8.3.1 Additional Information. Agency shall provide City with additional information as may be required by state or federal agencies to substantiate Program activities and/or expenditure eligibility. 8.4 Change in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its discretion. City will notify Agency in writing at least 15 days prior to the effective date of such change, and the Parties shall execute an amendment to the Contract reflecting such change if necessary. 8.5 Audit. 8.5.1 Entities that Expend $750,000 or more in Federal Funds Per Year. All non-federal entities that expend $750,000 or more in federal funds within 1 year, regardless of the source of the federal award, must submit to City an annual audit prepared in accordance with specific reference to 2 CFR Part 200.501 through Part 200.521. The audit shall cover the Agency's fiscal years during which this Contract is in force. The audit must be prepared by an independent certified public accountant,be completed within 6 months following the end of the period being audited and be submitted to City within 30 days of its completion. Agency's audit certification is attached hereto as EXHIBIT "C" — Audit Certification Form and Audit 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 11 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) II Requirements. The Audit Certification Form must be submitted to City prior to or with the first Reimbursement Request. Entities that expend less than $750,000 a year in federal funds are exempt from federal audit requirements for that year, but records must be available for review or audit by appropriate officials of the federal agency, City, and General Accounting Office. 8.5.2 City Reserves the Right to Audit. City reserves the right to perform an audit of Agency's Program operations and finances at any time during the term of this Contract and for 5 years after the Contract term ends if City determines that such audit is necessary for City's compliance with the CDBG Regulations or other City policies. Agency agrees to allow access to all pertinent materials as described herein for such audit. For purposes of this Contract, this 5 year period for City audit is deemed to begin immediately following the expiration or termination of this Contract. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to Agency of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this Contract and/or any other contracts with Agency. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT AGENCY HAS FALSIFIED ANY DOCUMENTATION OR MISUSED,MISAPPLIED OR MISAPPROPRIATED CDBG FUNDS OR SPENT CDBG FUNDS ON ANY INELIGIBLE ACTIVITIES, AGENCY AGREES TO REIMBURSE CITY WITHIN 30 DAYS OF NOTICE THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 9. REIMBURSEMENT REQUIREMENTS. 9.1 Deadline for Submitting Reimbursement Requests. 9.1.1 Reimbursement Requests shall be submitted monthly to the City and must be received by the City on or before the 15th day of the month following the month expenses were paid by Agency. For example, the Reimbursement Request for June expenses must be received by July 15. In the event the 15th falls on a weekend or City holiday, Reimbursement Requests shall be due the next day that the City is open for business. Failure to submit a Reimbursement Request in a timely fashion may result, at the City's sole discretion, in City taking the actions outlined in Section 10.1. NOTWITHSTANDING ANYTHING ABOVE, THE REIMBURSEMENT REQUEST FOR EXPENSES INCURRED FOR APRIL 2022 AND ALL SUPPORTING DOCUMENTATION MUST BE RECEIVED BY MAY 1, 2022. FAILURE TO SUBMIT A FINAL REIMBURSEMENT REQUEST WITH COMPLETE DOCUMENTATION BY MAY 1, 2022 WILL RESULT IN AUTOMATIC FORFEITURE OF PAYMENT OF THE APRIL,2022 REIMBURSEMENT REQUEST. 9.1.2 City will notify Agency by e-mail within 20 calendar days if a Reimbursement Request is lacking Complete Documentation or corrections are needed. Agency will have 10 business days from the date of the e-mail notice to submit any requested information or missing documentation. Agency may be penalized, at City's sole discretion, in the City's HUD Grant Request for Proposal or Notice of Funding Availability (NOFA) process for the Program Year following the Contract term associated with this contract for any notifications received under this Section. If Agency fails to submit all the required information or missing documentation within 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 12 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) 30 calendar days from the first e-mail,Agency shall forfeit any payments otherwise due that month and failure to submit any requested information will be considered an event of default as outlined in Section 10.1.2. 9.2 Submission of Reimbursement Requests. Agency shall provide City with Complete Documentation and the following reports as shown in EXHIBIT "D" —Reimbursement Forms with each Reimbursement Request: 9.2.1 Attachment I—Invoice. This report shall contain the amount requested for reimbursement each month, the cumulative reimbursement requested to date (inclusive of that month's request). 9.2.2 Attachment II—Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by Agency and shall include the Account corresponding the expense to a Budget line item. In order for this report to be complete the following must be submitted: 9.2.2.1 For payroll expenses,timesheets signed by employees and approved by supervisor for all payroll expenses listed. Timesheets must distinguish between CDBG-funded time and non-CDBG funded time and reflect actual time spent on CDBG-funded activities. Agency may not submit payroll expenses dated 60 calendar days prior to the date of the Reimbursement Request. 9.2.2.2 For non-payroll expenses, invoices for each expense listed with an explanation as to how the invoiced expense pertains to the Program. Agency may not submit invoices dated 60 calendar days prior to the date of the Reimbursement Request. 9.2.2.3 Proof that each expense was paid by Agency, which proof can be satisfied by cancelled checks,wire transfer documentation,paid receipts or other appropriate banking documentation. 9.2.3 Attachment III—Client Data Report. This report shall list each Unduplicated Client served during the month along with his or her demographic information. The Client Data Report must maintain a list of all clients served during the Contract term. In order for this report to be complete,the following must be submitted: 9.2.3.1 Source Documentation of income verification for each Unduplicated Client the first time the client is served by the Program 9.2.4 Attachment IV-Leveralze of Funds Report This report shall list all funds and resources leveraged for the direct costs of the Program, to include donated funds, donated materials and supplies, the value of discounted materials and supplies, and donated volunteer labor. The report shall specify the amounts of each type of leverage,the date it was provided, and the client addresses at which funds were expended. 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 13 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) 'l 9.2.5 Delivery of Reimbursement Request. Reimbursement Requests shall be submitted electronically via ZoomGrants.com. In the event that zoomgrants.com experiences unforeseen issues or complications, Agency may submit Reimbursement Requests via email, or by other agreed upon method(s), per the Agency's designated City contract administrator. 9.3 Withholding Payment. CITY SHALL HAVE NO OBLIGATION TO PAY ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED BY THE DUE DATE. Failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10. DEFAULT AND TERMINATION. 10.1 Failure to Submit Reimbursement Request or Required Documentation. 10.1.1 If Agency fails to submit a Reimbursement Request in accordance with Section 9, Agency shall be in default of this Contract. City will notify Agency in writing of such default and the Agency will have 10 business days from the date of the written notice to submit such Reimbursement Request to cure the default. If Agency fails to cure the default within such time, Agency shall forfeit any payments otherwise due that month. 10.1.2 If Agency fails to submit requested information or missing documentation as set forth in Section 9.1.2, then Agency shall forfeit payment due that month and the failure to submit shall be considered an event of default that shall not be cured. 10.1.3 NOTWITHSTANDING THE PROVISIONS OF SECTION 10.1.1 OR 10.1.2,IF AGENCY FAILS TO SUBMIT THE REIMBURSEMENT REQUEST DUE MAY 1, 2022, OR IF THE SUBMITTED REIMBURSEMENT REQUEST FOR MAY 1, 2022 IS LATE, INCOMPLETE OR OTHERWISE NOT IN COMPLIANCE WITH THIS CONTRACT OR THE CDBG REGULATIONS AS DETERMINED BY CITY IN ITS SOLE DISCRETION, THERE WILL BE NO CURE PERIOD AND ANY REIMBURSEMENT WILL BE FORFEITED. 10.1.4 In the event of(i)an uncured default under Section 10.1.1 or an event of default under 10.1.2 or (ii) more than 2 instances of default, cured or uncured, under these Sections, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. 10.1.5 Notwithstanding anything to the contrary herein, City will not be required to pay any CDBG Funds to Agency during the period that any Reimbursement Request, report or documentation is past due or is not in compliance with this Contract or the CDBG Regulations, or during any period during which Agency is in default of this Contract. 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 14 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) 10.1.6 In the event of termination under this Section 10.1, all CDBG Funds awarded but unpaid to Agency pursuant to this Contract shall be immediately forfeited and Agency shall have no further right to such funds. 10.2 Failure to Maintain Records or Submit Reports and Documentation. If Agency fails to maintain all records and documentation as required in Section 8,or if the maintained or submitted report or documentation is not in compliance with this Contract or the CDBG Regulations as determined by City in its sole discretion, City will notify Agency in writing and Agency will have 30 calendar days from the date of the written request to obtain or recreate the missing records and documentation or submit or resubmit any such report or documentation to City. If Agency fails to maintain the required reports or documentation, or fails to submit or resubmit any such report or documentation within such time, City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. 10.2.1 In the event of termination under this Section 10.2, all CDBG Funds awarded but unpaid to Agency pursuant to this Contract shall be immediately forfeited and Agency shall have no further right to such funds, and any CDBG Funds paid to Agency must be repaid to City within 30 days of termination. If such CDBG Funds are not repaid to City within the 30 day period, City shall exercise all legal remedies available under this Contract. 10.3 In General. 10.3.1 Subject to Section 10.2, and unless specifically provided otherwise in this Contract,Agency shall be in default under this Contract if Agency breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein) or, if Agency has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the right to elect in City's sole discretion to (i) extend Agency's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Agency, or(iii) pursue any other legal remedies available to City under this Contract. 10.3.2 City's remedies may include: 10.3.2.1 Direct Agency to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities. 10.3.2.2 Direct Agency to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 10.3.2.3 Reprogram CDBG Funds that have not yet been expended from affected activities to other eligible activities or withhold CDBG Funds. 10.3.2.4 Any other appropriate action including but not limited to any 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 15 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) I I remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions,termination of this Contract or any other contracts with Agency, and any other available remedies. 10.3.3 In the event of termination under this Section 10.3, all CDBG Funds awarded but unpaid to Agency pursuant to this Contract shall be immediately forfeited and Agency shall have no further right to such funds, and any CDBG Funds already paid to Agency must be repaid to City within 30 days of the termination. Failure to repay such CDBG Funds within the 30 day period will result in City exercising all legal remedies available under this Contract. 10.4 No Funds Disbursed while in Breach. Agency understands and agrees that no CDBG Funds will be paid to Agency until all defaults are cured to City's satisfaction. 10.5 No Compensation after Date of Termination. Agency shall not receive any compensation for work undertaken after the date of the termination. 10.6 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against Agency, or which may thereafter accrue because of Agency's default and this provision shall be in addition to any and all other rights and remedies available to City under the law. Such termination does not terminate any provisions of this Contract that have been expressly noted as surviving the term or termination of the Contract. No delay or omission by City in exercising any right or remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any Agency default. 10.7 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a default or breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent default or breach of the same or any other term,covenant or condition hereof. 10.8 Civil, Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including,but not limited to those set out in this Contract. 10.9 Termination for Cause. 10.9.1 City may terminate this Contract in the event of Agency's default, inability, or failure to perform subject to notice, grace and cure periods. In the event City terminates this Contract for cause, all CDBG Funds awarded but unpaid to Agency pursuant to this Contract shall be immediately rescinded and Agency shall have no further right to such funds and any CDBG Funds already paid to Agency must be repaid to City within 30 days of termination. Failure to repay such CDBG Funds within 30 days will result in City exercising all legal remedies available to City under this Contract. AGENCY ACKNOWLEDGES AND AGREES THAT IF CITY 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 16 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) i TERMINATES THIS CONTRACT FOR CAUSE, AGENCY OR ANY AFFILIATES OF AGENCY SHALL NOT BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR CDBG FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 10.9.2 Agency may terminate this Contract if City does not provide the CDBG Funds substantially in accordance with this Contract. 10.10 Termination for Convenience. In terminating in accordance with 2 CFR Part 200, Appendix II, this Contract may be terminated in whole or in part only as follows: 10.10.1 By City with the consent of Agency in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated; or 10.10.2 By Agency upon at least 30 days written notification to City, setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. In the case of a partial termination,City may terminate the Contract in its entirety if City determines in its sole discretion that the remaining portion of the Contract to be performed or CDBG Funds to be spent will not accomplish the purposes for which the Contract was made. 10.11 Dissolution of Agency Terminates Contract. This Contract shall terminate in the event Agency is dissolved or ceases to exist. In the event of termination under this Section,all CDBG Funds are subject to repayment and/or City may exercise all of its remedies under this Contract. 10.12 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Agency of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 10.13 Reversion of Assets. In the event this Contract is terminated with or without cause,all assets acquired by Agency with the CDBG Funds including cash, interest payments from loans or otherwise, all outstanding notes, mortgages or other security instruments, any accounts receivable attributable to the use of the CDBG Funds, and any real or personal property owned by Agency that was improved with the CDBG Funds shall automatically transfer to City or to such assignee as City may designate. 11. REPAYMENT OF CDBG FUNDS. All CDBG Funds are subject to repayment in the event the Program does not meet the requirements of this Contract or in the CDBG Regulations. If Agency takes any action that results in the City being required to repay all or any portion of the CDBG Funds to HUD, 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 17 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) i Agency agrees it will reimburse City within thirty days' notice from the City for such repayment. If Agency takes any action that results in City receiving a finding from HUD about the Program, whether or not repayment of all or any portion of the CDBG Funds is required of City, Agency agrees City may require that 10% of the CDBG Funds be repaid to City as liquidated damages. The Parties agree that City's damages in the event of either repayment to HUD being required or receiving a finding from HUD are uncertain and would be difficult to ascertain and may include an impact on City's CDBG grant or other federal grant funds, in addition to the finding by HUD or a required repayment of funds to HUD by City. Therefore, the Parties agree that payment under this Section of 10% of the CDBG Funds by Agency to City is liquidated damages and not a penalty. 12. CHANGE IN NON-PROFIT STATUS. Agency must provide City with written notification of any changes to its non-profit status within 15 calendar days of being notified of the change. Regardless of notice by Agency, if the non-profit status of Agency changes after the date of this Contract, City may but is not obligated to, terminate this Contract. In the event of termination under this Section 12, all CDBG Funds awarded but not yet paid to Agency pursuant to this Contract shall be immediately rescinded and Agency shall have no further right to such funds. City, in its sole discretion, may require that any CDBG Funds already paid to Agency must be repaid to City within 30 calendar days of termination under this Section. 13. SURVIVAL. Any provision of this Contract that pertains to auditing, monitoring, client income eligibility, record keeping and reports, City ordinances, or applicable CDBG requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for 5 years after the Contract term ends and shall be enforceable by City against Agency. For purposes of this Contract, this 5 year period for survival of certain Contract provisions is deemed to begin immediately following the expiration or termination of this Contract. 14. GENERAL PROVISIONS. 14.1 Agency an Independent Contractor. Agency shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Agency shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, clients, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and Agency, or its officers, members, agents, servants, employees, contractors, subcontractors, vendors, clients, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Agency. City does not have the legal right to control the details of the tasks performed hereunder by Agency, its officers, members, agents, employees, contractors, 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 18 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) II. subcontractors, vendors, clients, licensees or invitees. 14.3 Agency Property. City shall under no circumstances be responsible for any property belonging to Agency, or its officers, members, agents, employees, contractors, subcontractors, vendors, clients, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and AGENCY HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.5 Religious Organization. Agency shall comply with all applicable requirements as more particularly described in 24 CFR Part 5.109. No portion of the CDBG Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for clients of a CDBG-funded service. 14.5.1. Separation of Explicitly Religious Activities. Agency retains its independence and may continue to carry out its mission, including the definition, development practice, and expression of its religious beliefs, provided that it does not use CDBG Funds to support or engage in any explicitly religious activities (including activities that involve overt religious content such as worship, religious instruction, or proselytization), or in any other manner prohibited by law. 14.5.2 Explicitly Religious Activities. If Agency engages in explicitly religious activities (including activities that involve overt religious content such as worship,religious instruction, or proselytization),the explicitly religious activities must be offered separately,in time or location,from the programs or activities supported by CDBG Funds and participation must be voluntary for clients of a CDBG-funded service. 14.5.3 Required Notices. If Agency constitutes a Faith-based organization under 24 CFR Part 5.109, Agency must provide all clients of a CDBG-funded service with a Notice of Beneficiary Rights, available upon request from City staff. Such notice shall be provided to the client prior to enrollment in any CDBG-funded program or activity. In addition,if a client or prospective client of a CDBG-funded service objects to the religious character of Agency, then Agency must promptly undertake reasonable efforts to identify and refer the client or prospective client to an alternate provider to which the client or prospective client has no such objection, as more particularly described in 24 CFR Part 5.109. 14.6 Venue. Venue shall lie in state courts in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division for any action,whether real or asserted, at law or in equity, arising out of the execution,performance, attempted performance or non-performance of this Contract. 14.7 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 19 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) III II of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by federal law,the choice of law shall be the laws of the State of Texas. 14.8 Severability. The provisions of this Contract are severable, and if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 14.9 Written Agreement Entire Contract. This written instrument and the Exhibits, Attachments, and Addendums attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement which purports to vary the terms of this Contract shall be void. Any amendments to the terms of this Contract must be in writing and executed by the Parties. 14.10 Paragraph Headings for Reference Only, No Legal Significance; Number and Gender. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires,singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words"include" and"including"whenever used herein shall be deemed to be followed by the words "without limitation". 14.11 Compliance with All Applicable Laws and Regulations. Agency agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. Those laws include,but are not limited to: ➢ CDBG Regulations found in 24 CFR Part 570 ➢ Title I of the Housing and Community Development Act of 1974, as amended, (42 USC 5301) ➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including provisions requiring recipients of federal assistance to ensure meaningful access by persons of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections 3601 et seq.) ➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR Part 60 ➢ The Age Discrimination in Employment Act of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 20 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) i CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. Sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and the related Executive Order 11738. In no event shall any amount of the assistance provided under this Contract be utilized with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water Act. ➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees ➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. Sections 4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A ➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons ➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by ineligible, debarred or suspended persons or entities ➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247 ➢ For contracts and subgrants for construction or repair, Copeland "Anti-Kickback" act (18 U.S.C. 874) as supplemented in 29 CFR Part 5 ➢ For construction contracts awarded by Agency in excess of $2,000 that are not for single family, owner-occupied, home rehabilitation, and in excess of$2,500 for other contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 ➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R ➢ 2 CFR Part 200 et seq. ➢ Federal Funding Accountability and Transparency Act of 2006 ("FFATA") (Pub.L. 109-282, as amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101) ➢ Federal Whistleblower Regulations, as contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 14.12 HUD-Assisted Projects and Employment and other Economic Opportunities; Section 3 Requirements. 14.12.1 Requirement that Law Be Quoted in Covered Contracts. — Certain Requirements Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et seq.) and 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 21 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) its Related Regulations at 24 CFR Part 135. If the Program results in the creation of new employment, training, or contracting opportunities on a contractor or subcontractor level resulting from the expenditure of the CDBG Funds, Agency shall comply with the following and will ensure that its contractors also comply. If the work performed under this Contract is on a project assisted under a program providing direct federal financial assistance from HUD, Section 3 of 24 CFR Part 135.38 ("Section 3") requires that the following clause, shown in italics, be inserted in all covered contracts ("Section 3 Clause"): Section to be quoted in covered contracts begins: "A. The work to be performed under this contract is subject to the requirements of Section 3 of Housing and Urban Development Act of 1968, as amended, 12 U.S C. section 1701 u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assisted or HUD-assisted programs covered by Section 3, shall to the greatest extent feasible, be directed to low- and very-low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representatives of the contractor's commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprentice and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the workshall begin. D. The contractor agrees that it will include this Section 3 clause in every subcontract to comply with regulation in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR Part 135. K The contractor will certify that any vacant employment positions, including training positions that are filed: (1) after the contractor is selected but before the contract is executed, and(2)with persons other than those to whom the regulations of 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR Part 135. F. Noncompliance with HUD's regulation in 24 CFR Part 135 may result in 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 22 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) I� sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to workperformed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. Section 450(e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii)preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). " Section to be quoted in covered contracts ends. 14.12.2 Agency Responsibilities for Section 3 Requirements. City and Agency understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the federal financial assistance provided to the Program binding upon City and Agency and their respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Agency and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. Agency's responsibilities include: 14.12.2.1 Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.12.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.12.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 14.12.2.4 Assisting and actively cooperating with the HED Department in making contractors and subcontractors comply; 14.12.2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.12.2.6 Documenting actions taken to comply with Section 3; and 14.12.2.7 Submitting Section 3 Annual Summary Reports (Form HUD- 60002) in accordance with 24 CFR Part 135.90. 14.12.3 Section 3 Reporting Requirements. 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 23 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) I� In order to comply with the Section 3 requirements,Agency must submit the forms attached hereto as EXHIBIT "G" - Section 3 Reporting Forms. 14.12.3.1 Report to the City on a quarterly basis all applicants for employment, and all applicants for employment by contractor and subcontractor. This shall include name, address, zip code, date of application, and status (hired/not hired) as of the date of the report. 14.12.3.2 Advertise available positions to the public for open competition,and provide documentation to City with the quarterly report that demonstrates such open advertisement in the form of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers and listing of locations where flyers were distributed, and the like. 14.12.3.3 Report to the City on a quarterly basis all contracts awarded by contractor and subcontractor. This shall include name of contractor and/or subcontractor, address, zip code, and amount of award as of the date of the report. 14.13 Prohibition Against Discrimination. 14.13.1 General Statement. Agency shall comply in the execution, performance or attempted performance of this Contract,with all non-discrimination requirements of 24 CFR Part 570.607 and Chapter 17,Article III,Division 4—Fair Housing of the City Code. Agency may not discriminate against any person because of race, color, sex, gender,religion,national origin,familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will Agency permit its officers,members, agents, employees, or clients to engage in such discrimination. This Contract is made and entered into with reference specifically to Chapter 17, Article III,Division 3 -Employment Practices of the City Code,and Agency hereby covenants and agrees that Agency, its officers, members, agents, employees and contractors, have fully complied with all provisions of same and that no employee, or applicant for employment has been discriminated against under the terms of such ordinances by either or its officers, members, agents, employees or contractors. 14.13.2 No Discrimination in Employment during the Performance of This Contract. During the performance of this Contract Agency agrees to the following provision, and will require that its contractors and subcontractors also comply with such provision by including it in all contracts with its contractors: [Contractor's Subcontractor's or Vendor's name]will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion,national origin,familial status,disability or perceived disability,sexual orientation,gender identity, gender expression or transgender. [Contractor's Subcontractor's or Vendor's name]will take affirmative 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 24 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) II II action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity,gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national origin, familial status, disability or perceived disability,sexual orientation,gender identity,gender expression or transgender. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. [Contractor's, Subcontractor's or Vendor's name] agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. (Contractor's Subcontractor's or Vendor's name] will, in all solicitations or advertisements for employees placed by or on behalf of [Contractor's, Subcontractor's or Vendor's name], state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. [Contractor's Subcontractor's or Vendor's name] covenants that neither it nor any of its officers, members, agents, employees, or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age or because of any disability or perceived disability, except on the basis of a bona fide occupational qualification, retirement plan or statutory requirement. [Contractor's Subcontractor's or Vendor's name] further covenants that neither it nor its officers,members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification,retirement plan or statutory requirement. 14.13.3 Agency's Contractors and the ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Agency warrants that it and any of its contractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public,nor in the availability,terms and/or conditions of employment for applicants for employment with, or employees of,Agency or any of its contractors. AGENCY WARRANTS IT WILL FULLY COMPLY WITH THE ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS SUBCONTRACTORS, VENDORS OR AGENTS AGAINST CITY ARISING OUT OF AGENCY'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS' OR AGENTS' OR THEIR RESPECTIVE EMPLOYEES'ALLEGED FAILURE TO COMPLY WITH THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 25 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) I, I, i i 14.14. Conflicts of Interest and Violations of Criminal Law. 14.14.1 Agency Safeguards. Agency shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Agency shall disclose to City any such conflict of interest or potential conflict of interest, immediately upon discovery of such. 14.14.2 General Prohibitions Against Conflicts of Interest. No employees, agents, consultants, officers or elected officials or appointed officials of City or of Agency who exercise or have exercised any functions or responsibilities with respect to activities assisted with CDBG funds or who are in a position to participate in a decision-making process or gain inside information with regard to these activities may utilize CDBG services, may obtain a financial interest or benefit from a CDBG-assisted activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for 1 year thereafter. 14.14.2.1 Agency shall establish conflict of interest policies for federal awards including the CDBG Funds and shall disclose in writing potential conflicts of interest to City as authorized by 2 CFR Part 200.112. 14.14.3 Conflicts of Interest Involving Procurement. The conflict of interest provisions of 2 CFR Part 200.31, shall apply in the procurement of property and services by Agency. In all cases not governed by this Section, the provisions of 24 CFR Part 570.611 of the CDBG Regulations shall apply. 14.14.3.1 As more particularly described in 2 CFR Part 200.318,Agency shall maintain and submit to City written standards of conduct covering conflicts of interest and governing the performance of its employees engaged in the selection,award,and administration of contracts. No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a federal award if he or she has a real or apparent conflict of interest. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of Agency. 14.14.3.2 The officers, employees, and agents of Agency shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. 14.14.3.3 Notwithstanding the prohibition contained in Section 14.13.3.2, Agency may set standards of conduct for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. Such standards of conduct must provide for disciplinary actions to be applied for violations of such standards by 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 26 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) Agency's officers, employees or agents. 14.14.3.4 Agency shall maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, Agency is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. 14.14.3.5 Agency must maintain records sufficient to detail the history of procurement. These records will include, but are not necessarily limited to the following: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. 14.14.4 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, Agency is required to timely disclose to City in writing any potential conflict of interest. 14.14.5 Disclosure of Texas Penal Code Violations. Agency affirms that it will adhere to the provisions of the Texas Penal Code which prohibit bribery and gifts to public servants. 14.14.6 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, Agency is required to timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting the Agency. 14.15 Subcontracting with Small and Minority Firms, Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For procurement contracts $50,000.00 or larger that are paid for, in part or in fall,with the CDBG Funds,Agency agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction,provision of professional services, purchase of equipment and supplies and provision of other services required by City. Agency agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement larger than $50,000.00 or larger that are paid for, in part or in full, with the CDBG Funds and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.15.2.1 In order to comply with federal reporting requirements as described 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 27 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) it i I in 24 CFR Part 570.506 (g)(6), Agency must submit the form attached hereto as EXHIBIT"I"—MBE Reporting Form for each contract or subcontract with a value of$10,000.00 or more paid or to be paid with the CDBG Funds. Agency shall submit this form by the date specified in EXHIBIT "I" —MBE Reporting Form. 14.16 Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Agency does not excuse or relieve Agency from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Agency's failure to follow the law, if applicable. 14.17 Assignment. Agency shall not assign all or any part of its rights,privileges,or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.18. Right to Inspect Agency Contracts. It is agreed that City has the right to inspect and approve in writing any proposed contracts between Agency and any contractor or vendor engaged in any activity in conjunction with this CDBG-funded Program prior to any charges being incurred. 14.19 Force Majeure If Agency becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court,board, department,commission or agency of the United States or of any States, civil disturbances, or explosions, or some other reason beyond Agency's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. Agency will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of Agency's obligation regardless of the extent of any existing Force Majeure Event. Agency will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 IMMIGRATION NATIONALITY ACT. Agency shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City,Agency shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Agency shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Agency employee who is not legally eligible to perform such services. AGENCY SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY AGENCY, AGENCY'S EMPLOYEES, 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 28 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) I� I I� SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Agency,shall have the right to immediately terminate this Agreement for violations of this provision by Agency. 15. INDEMNIFICATION AND RELEASE. AGENCY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER HIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAM DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS,AGENTS,SERVANTS,EMPLOYEES,CONTRACTORS OR SUBCONTRACTORS OF CITY; AND AGENCY HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER HINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAM DESCRIBED HEREIN,WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. AGENCY LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY,DAMAGE OR DESTRUCTION OF PROPERTY OF CITY,ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF AGENCY, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR CLIENTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH AGENCY AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY AGENCY TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE,WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. AGENCY AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 29 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) I� SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. AGENCY SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY AGENCY. If Agency, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death,to persons or property, Agency hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This Section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Agency will maintain coverage in the form of insurance or bond in the amount of $100,000.00 to insure against loss from the fraud, theft or dishonesty of any of Agency's officers, agents,trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of CDBG Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name the City as a Loss Payee. Agency shall furnish to City in a timely manner, but not later than the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates by the Effective Date, Agency shall be in default of the Contract and City may, at its option,terminate the Contract. Such insurance shall cover all insurable risks incident to or in connection with the execution,performance,attempted performance or nonperformance of this Contract. Agency shall maintain the following insurance coverage and limits: Commercial General Liability(CGL) Insurance $ 500,000 each occurrence $1,000,000 aggregate limit Non-Profit Organization Liability or Directors & Officers Liability $1,000,000 Each Occurrence $1,000,000 Annual Aggregate Limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 30 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) i, i i Insurance policy shall be endorsed to cover"Any Auto", defined as autos owned,hired, and non-owned. Pending availability of the above coverage and at the discretion of City, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Agency's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease-each employee $500,000 disease-policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. Agency or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Agency shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Agency shall revise such amounts within 30 days following notice to Contractor of such requirements. Agency will submit to City documentation that it has obtained insurance coverage and has executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Agency's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A-: VII or other equivalent insurance industry standard rating otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 31 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) I II In the event there are any local, federal or other regulatory insurance or bonding requirements for the Program, and such requirements exceed those specified herein,the former shall prevail. Agency shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and Agency shall require its contractors to provide Agency with certificate(s) of insurance documenting such coverage. Also, Agency shall require its contractors to have City and Agency endorsed as additional insureds (as their interest may appear) on their respective insurance policies. Directors and Officers Liability coverage shall be in force and may be provided on a claims-made basis. This coverage may also be referred to as Management Liability,and shall protect the insured against claims arising out of alleged errors in judgment,breaches of duty and wrongful acts arising out of their organizational duties. Coverage shall protect not only the entity, but all past, present and future directors, officers,trustees, employees,volunteers and committee members. Notwithstanding any provision in this Contract to the contrary, when applicable, Agency shall comply with the requirements of 2 CFR 200.310 and shall, at a minimum, provide the equivalent insurance coverage for real property and equipment acquired or improved with CDBG Funds as provided to property owned by Agency. 18. CERTIFICATION REGARDING LOBBYING. The undersigned representative of Agency hereby certifies, to the best of his or her knowledge and belief,that: No federal appropriated funds have been paid or will be paid, by or on behalf of Agency, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress in connection with the awarding of any federal contract,the making of any federal grant,the making of any federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, member of Congress in connection with this federal contract, grant, loan or cooperative agreement, Agency shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract imposed by 31 U.S.C. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than$100,000.00 for each such failure. Agency shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 32 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) Ii I II 19. LITIGATION AND CLAIMS. Agency shall give City immediate notice in writing of any action,including any proceeding before an administrative agency, filed against Agency in conjunction with this Contract or the Program. Agency shall furnish immediately to City copies of all pertinent papers received by Agency with respect to such action or claim. Agency shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 20. NOTICE. All notices required or permitted by this Contract must be in writing and are deemed delivered on the earlier date of the date actually received or the third day following deposit in a United States Postal Service post office or receptacle; with proper postage, certified mail return receipt requested; and addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City: Neighborhood Services Department 200 Texas Street Fort Worth, TX 76102 Attention: Director Telephone: 817-3 92-8187 Copy to: City Attorney's Office 200 Texas Street Fort Worth, TX 76102 Telephone: 817-3 92-7600 Copy to: Neighborhood Services Department 200 Texas Street Fort Worth, TX 76102 Attention: Compliance &Planning Manager Telephone: 817-3 92-73 31 Agency: Trinity Habitat for Humanity Gage Yager, CEO 9333 N.Normandale Street Fort Worth, TX 76116 Telephone: 817-926-9219 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 33 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) I ill 21. AGENCY HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. Agency represents that it possesses the legal authority,pursuant to any proper, appropriate and official motion,resolution or action passed or taken,to enter into this Contract and to perform the responsibilities herein required. 22. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. 23. PROGRAM INCOME Parties agree that no program income as defined by HUD shall be earned as a result of this contract. 24. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Agency has fewer than 10 employees, this Agreement is for less than $100,000, or Agency does not meet the definition of a"company"under the applicable section of the Texas Government Code, this section does not apply. Agency acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Agency certifies that Agency's signature provides written verification to the City that Agency: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. [SIGNATURES APPEAR ON NEXT PAGE] 2019-2020 CDBG CONTRACT—PRESERVE A HOME PROGRAM Page 34 TRINITY HABITAT FOR HUMANITY(NORTHSIDE) Ij i I IN WITNESS WHEREOF,the Parties hereto have executed 3 duplicate originals of this Contract in Fort Worth, Tarrant County, Texas. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person By: Fernando Costa(Dec 7,202011:49 CST) responsible for the monitoring and Name: Fernando Costa, administration of this contract, including Title: Assistant City Manager ensuring all performance and reporting Date: 12/07/2020 requirements. APPROVAL RECOMMENDED: =B.LJ4- By: Barbara As (Nov 30,202015:06 CST) Name: Barbara Asbury Title: Compliance and Planning Manager By: Name: Victor Turner, APPROVED AS TO FORM AND LEGALITY: Title: Director, Neighborhood Services Department oa�4FORr��n a OF °°°°°°°°�J.�d ate. 0 °°° °°p d 16 o° °�dd B Jo Pate(De 7, 2010:56 CST) ATTEST: A-o oAd y 000 o=d Name: Jo Ann Pate °*dd Title: Assistant City Attorney °0000°0°°°° b brit" RatAa P. cotuzaCsa ��� nE�p5ggG By: r Ronald P.Gonzales(Dec 7 202012:23 CST) CONTRACT AUTHORIZATION: Name: Mary J.Kayser M&C: 20-0015 Title: City Secretary Form 1295: 2020-590928 AGENCY: Trinity Habitat for Humanity ATTEST: Gage Yager By: Gage alter(No 23,2020 09:21 CST) Michelle Kennedy(Dec 4,202010:15 CST) Name: Gage Yager, By: Title: CEO Name: Michelle Kennedy Title: Senior Director of Operations Date: 11/23/2020 OFFICIAL RECORD CITY SECRETARY 2019-2020 CDBG CONTRACT-PRESERVE A HOME PROGRAM FT. WORTH, TX TRINITY HABITAT FOR HUMANITY(NORTHSIDE) M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRTIVoRrH`H REFERENCE **M&C 20- 19NSD HOUSING DATE: 1/14/2020 NO.: 0015 LOG NAME: PROGRAMS CONTRACT AUTHORIZATION CODE: G TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Sub-Grant Agreements with Rehabilitation, Education and Advocacy for Persons with Handicaps, dba REACH, Inc. and Fort Worth Area Habitat for Humanity, Inc. dba Trinity Habitat for Humanity in a Combined Amount up to $955,000.00 for the City's Housing and Urban Development Grant Funded Housing Programs (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager or his designee to execute sub-grant agreements with Rehabilitation, Education and Advocacy for Persons with Handicaps, dba REACH, Inc. and Fort Worth Area Habitat for Humanity, Inc. dba Trinity Habitat for Humanity in a Combined Amount up to $955,000.00 for City's HUD Grant Funded Housing Programs; and 2. Authorize the City Manager or his designee to extend sub-grant agreements for up to one year if an agency or department requests an extension and such extension is necessary for completion of the program, or to amend contracts if necessary to achieve program goals, provided any amendment is within the scope of the program and complies with City policies and all applicable laws and regulations governing the use of federal grant funds. DISCUSSION: On August 6, 2019, the City Council approved M&C 19-0016 approving the City's 2019-2020 Annual Action Plan for use of grant funds from the U.S. Department of Housing and Urban Development (HUD), including the Community Development Block Grant(CDBG). The purpose of this M&C is to to authorize the City Manager or his designee to execute contracts with REACH Fort Worth and Fort Worth Area Habitat for Humanity, Inc. dba Trinity Habitat for Humanity ("Trinity Habitat for Humanity"), two non-profit housing agencies that operate programs throughout the City of Fort Worth (City), for the implementation of CDBG-funded Housing Programs for low income residents. The 2019-2020 Action Plan approved $455,000.00 in CDBG funding for the Cowtown Brush-Up program operated by Trinity Habitat for Humanity, $400,000.00 in CDBG funding for Trinity Habitat's Preserve A Home Program, and $100,000.00 in CDBG funding for REACH Fort Worth's Project Ramp Program as sub-grants of the City's CDBG award from HUD in order to support the completion of the goals and objectives set forth in the City's 2019-2020 Action Plan. Cowtown Brush-Up is a community outreach volunteer program that provides a fresh coat of paint for the homes of low income homeowners. The Preserve-A-Home Program provides income-eligible homeowners with exterior repairs such as siding, paint, trim, and roofs. The REACH Project Ramp Program builds ramps, installs grab bars, and/or installs railings at the homes of low-income people with mobility impairments. The City's Cowtown Brushup Program, Trinity Habitat for Humaity's Preserve A Home Program and REACH Fort Worth's Ramp program were not included in Table 1 of M&C 19-0016, though all of these programs were explicity detailed and included in the approved Action Plan submission to HUD, as well as in the Power Point breakdown provided as an attachment to the original M&C. Each of these http://apps.cfwnet.org/council_packet/Mc review.asp?ID=27584&councildate=1/14/2020 2/17/2020 M&C Review Page 2 of 3 programs operates on a reimbursement basis, with only approved eligible-expenses reimbursed per the rules and authorities outlined within these recommended contracts. For the reasons outlined above, staff recommends the authorization of sub-grantee agreements with REACH Fort Worth and Trinity Habitat for Humanity the amounts and term length listed below for the specific programs listed. TABLE 1: CDBG AGENCIES AGENCY PROGRAM AMOUNT TERM Rehabilitation, Project Ramp $100,000.00 10/01/2019- 09/30/2020 Education and Advocacy for Persons with Handicaps, dba REACH, Inc. Trinity Habitat Cowtown $455,000.00 01/01/2020- 12/31/2020 for Humanity Brushup Program Trinity Habitat Preserve A Home 18 Months from Effective for Humanity Program $400,000.00 Date of Contract Total CDBG Contracts $955,000.00 FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations, funds will be available in the current operating budget, as appropriated, of the Grants Operating Federal Fund. These are reimbursement grants. The Neighborhood Services Department has the responsibility to validate the availability of funds prior to an expenditure being made. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I I Year Chartfield 2 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Sonia Singleton (5774) http://apps.cfwnet.org/council_packet/Mc review.asp?ID=27584&councildate=1/14/2020 2/17/2020 M&C Review Page 3 of 3 Additional Information Contact: Eric Vodicka (7583) ATTACHMENTS M&C 19-0016 Attachment-HUD 2019-2020 AP SELECTED SLIDES.PPTX http://apps.cfwnet.org/council_packet/mc review.asp?ID=27584&councildate=l/14/2020 2/17/2020 N O O O O M M O O O O O O O cv o r ro ro o 0 0 0 0 0 0 o v o r o o O O O O O O O o 0 0 0 0 0 0 o r o o ui �i o 0 0 0 0 0 0 Mo o cl� c m coo w cli » » O N O N O O O O O m rn o ro o O O ro M o r o ro ro ro O M O f0 O O O O 1(1 In N N O O � N r � Vi � fA EA EA r M m rn r m � ro en w ro m O O O O O O O 0 0 0 0 0 0 0 �v co 0 0 0 0 0 0 0 rn rn v> c» c» c» c» c» c» M M r r o � t» T !6 E o 0 0 0 0 0 0 0 0 E O O O O O O O O O � N LL u� v N a o N m N GJ � cl Oj 'O V I W J C W > W A O F Q W LAW W - w a w � m m 0 u O V y N y A OC C T L y a m c a m Q v v rn w p C C y J J >> A > 2 VW J fC0 LL LL J W 6 o x O O V W O t O W U U' a` CY.1 m m '00 m o 0 o c o N O m rn U U ii ? o 0 0 0 w m N V = c O A = O C Z h h h h h N tm R V li > A LL co > LL Ol W 7 LL LL d > W w ofw °' Q o > W y > y O O F+TY R �n tE O1 C tC O1 C 4l tll o. 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