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HomeMy WebLinkAboutContract 48249 CITY SECRETARY . 6 CONTRACT 1O. ZC 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 the Tarrant County Housing Partnership, Inc. (hereafter "CHDO"), a Texas non-profit corporation. City and CHDO may be referred to individually as a"Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, local lenders, private industry and neighborhood-based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. is to benefit low income citizens by providing them with affordable housing; WHEREAS, a portion of City's HOME funds are reserved for the use of certain housing development entities that qualify under the HOME Regulations as a Community Housing Development Organization or CHDO; WHEREAS, CHDO is a Texas non-profit corporation managed by a volunteer Board of Directors working to increase the number of quality, accessible, and affordable ownership housing units available to low and moderate income persons and families and has fulfilled the requirements of the HOME Program to be a Community Housing Development Organization; WHEREAS, City has certified that CHDO is a Community Housing Development Organization; WHEREAS, City has provided HOME CHDO funds to CHDO to construct single family houses for sale to low to moderate income homebuyers; WHEREAS, City has awarded operating funds to CHDO for the purpose of assisting CHDO's efforts to develop and maintain its operating capacity to expand the production of affordable single family houses through new construction activities; and WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate, low, and very low-income City citizens. OFFICIAL RECOR CHDO OPERATING FUNDS CONTRACT 2015-2016 CITY SECRETARY v 9 age 6 Tarrant County Housing Partnership,Inc FT. WORTH, TX NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS. City and CHDO 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 following terms shall have the definitions ascribed to them as follows: Act means the HOME Investment Partnerships Act at Title 11 of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: o Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing the nature of the cost and that payment is due by CHDO. o Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by CHDO were actually paid by CHDO. • Other documentation: (i) documentation showing compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (ii) proof of contractor, subcontractor or vendor eligibility as described in Section 6.6; and (iii) any documents or records reasonably necessary to verify costs. • Complete Documentation shall meet the standards described in the attached Exhibit "IT" -Documentation Standards. Community Housing Development Organization or CHDO means, as defined in 24 CFR 92.2 as amended from time to time, a private non-profit organization, that: (1) Is organized under State or local laws; (2) Has no part of its net earnings inuring to the benefit of any member, founder, contributor, or individual; CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 2 (3) Is neither controlled by, nor under the direction of, individuals or entities seeking to derive profit or gain from the organization. A CHDO may be sponsored or created by a for-profit entity, but: (i) The for-profit entity may not be an entity whose primary purpose is the development or management of housing, such as a builder, developer, or real estate management firm; (ii) The for-profit entity may not have the right to appoint more than one- third of the membership of the organization's governing body, and board members appointed by the for-profit entity may not appoint the remaining two-thirds of the board members; and (iii) The CHDO must be free to contract for goods and services from vendors of its own choosing; and (iv)The officers and employees of the for-profit entity may not be officers or employees of the CHDO. (4) Has a tax exemption ruling from the Internal Revenue Service under section 501(c) (3) or (4) of the Internal Revenue Code of 1986 (26 CFR 1.501(c)(3)- 1), is classified as a subordinate of a central organization non-profit under section 905 of the Internal Revenue Code of 1986, or if the private nonprofit organization is an wholly owned entity that is disregarded as an entity separate from its owner for tax purposes (e.g., a single member limited liability company that is wholly owned by an organization that qualifies as tax- exempt), the owner organization has a tax exemption ruling from the Internal Revenue Service under section 501(c)(3) or (4) of the Internal Revenue Code of 1986 and meets the definition of a CHDO; (5) Is not a governmental entity (including the participating jurisdiction, other jurisdiction, Indian tribe, public housing authority, Indian housing authority, housing finance agency, or redevelopment authority) and is not controlled by a governmental entity. An organization that is created by a governmental entity may qualify as a CHDO; however, the governmental entity may not have the right to appoint more than one-third of the membership of the organization's governing body and no more than one-third of the board members may be public officials or employees of the governmental entity. Board members appointed by a governmental entity may not appoint the remaining two-thirds of the board members. The officers or employees of a governmental entity may not be officers or employees of a CHDO; (6) Has standards of financial accountability that conform to 24 CFR 84.21 "Standards for Financial Management Systems"; (7) Has among its purposes the provision of decent housing that is affordable to low-income and moderate-income persons, as evidenced in its charter, articles of incorporation, resolutions, or by laws; (8) Maintains accountability to low-income community residents by: (i) Maintaining at least one-third of its governing board's membership for residents of low-income neighborhoods, other low-income community residents, or elected representative of low-income neighborhood organizations. For urban areas, "community" may be a neighborhood or neighborhoods, city, county or metropolitan area; for rural areas, it CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 3 may be a neighborhood or neighborhoods, town, village, county, or multi-county area(but not the entire State); and (ii) Providing a formal process for low-income-program beneficiaries to advise the organization in its decisions regarding the design, siting, development, and management of affordable housing; (9) Has a demonstrated capacity for carrying out activities assisted with HOME funds. A designated organization undertaking development activities as a developer or sponsor must satisfy this requirement by having paid employees with housing development experience who will work on projects assisted with HOME funds. For its first year of funding as a CHDO, an organization may satisfy this requirement through a contract with a consultant who has housing development experience to train appropriate key staff of the organization. An organization that will own housing must demonstrate capacity to act as owner of a project and meet the requirements of § 92.300(a)(2). A nonprofit organization does not meet the test of demonstrated capacity based on any person who is a volunteer or whose services are donated by another organization; and (10) Has a history of serving the community within which housing to be assisted with HOME funds is to be located. In general, an organization must be able to show one year of serving the community before HOME funds are reserved for the organization. However, a newly created organization formed by local churches, service organizations or neighborhood organizations may meet this requirement by demonstrating that its parent organization has at least a year of serving the community. Construction Contracts means collectively City Secretary Contract No. 45056 for 1116 E Allen, No. 45059 for 1203 E Allen, and No. 45980-A1 for 3640 Eagle Nest between City and CHDO for the construction of single family houses. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Director means the Director of the City's Neighborhood Services Department. Effective Date means October 1, 2015. Neighborhood Services Department means the City's Neighborhood Services Department. HOME means the HOME Investment Partnerships Program. HOME CHDO Operating Funds means the HOME Program grant funds supplied by City to CHDO under the terms of this Contract. HOME Regulations means the HOME Investment Partnerships Program Final Rule found at 24 CFR Part 92 et seq. HUD means the United States Department of Housing and Urban Development. CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 4 IDIS means HUD's Integrated Disbursement Information System. Reimbursement Request means all reports and other documentation described in Section 10. 3. TERM. The term of this Contract commences on the Effective Date and terminates in 1 year unless earlier terminated as provided in this Contract. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME CHDO Operating Funds. City shall provide up to $87,000.00 of HOME CHDO Operating Funds for eligible administration and operating expenses relating to the production of affordable single family houses. 4.1.1 Eligible Expenses. Eligible administration and operating expenses under this Contract shall be limited to (i) salaries, wages and other employee compensation and benefits; (ii) rent, utilities, taxes and insurance; and (iii) equipment, materials and supplies as more particularly described on Exhibit "B"—Budget. 4.2 City Will Monitor. City will monitor the activities and performance of CHDO and any of its contractors, subcontractors or vendors annually as required by 24 CFR Part 92.504. 5. CHDO OBLIGATIONS. 5.1. Operate CHDO to Maintain CHDO Certification. CHDO shall conduct its operations in such a manner as to maintain its status as a CHDO throughout the term of this Contract. 5.2 Use of HOME CHDO Operating Funds. 5.2.1 Costs in Compliance with HOME Regulations and Contract. CHDO shall use the HOME CHDO Operating Funds to operate the CHDO as set forth herein. CHDO shall be reimbursed for eligible operating costs with HOME CHDO Operating Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with HOME Regulations. 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 5 4 5.2.1.3 Complete Documentation, as applicable, is submitted by CHDO. 5.2.2 Budget. CHDO agrees that the HOME CHDO Operating Funds will be paid on a reimbursement basis in accordance with Exhibit `B" —Budget and Exhibit "C" — Reimbursement Schedule. CHDO may increase or decrease line-item amounts in the Budget with the Director's prior written approval, which approval shall be in the Director's sole discretion, so long as the expenses are in compliance with 5.2.1, comply with Exhibit "A" — CHDO Operating Expense Summary, and the total amount of HOME CHDO Operating Funds is not increased. 5.2.3 Change in HOME CHDO Operating Funds BudLyet. 5.2.3.1 CHDO will notify City promptly of any additional funds it receives for operating expenses, 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 CHDO agrees to utilize the HOME CHDO Operating Funds to supplement rather than supplant funds. 5.3 Payment of HOME CHDO Operating Funds to CHDO. HOME CHDO Operating Funds will be disbursed to CHDO upon City's approval of CHDO's written and signed Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. It is expressly agreed by the Parties that any HOME CHDO Operating Funds not reimbursed to CHDO under the terms of this Contract shall remain with City. 5.4 Identify Expenses Paid with HOME CHDO Operating Funds. CHDO will keep accounts and records in such a manner that City may readily identify and account for expenses reimbursed with HOME CHDO Operating Funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 CHDO Certification. 5.5.1. Meet CHDO Requirements. By the execution of this Contract, CHDO represents that it meets the requirements for designation as a CHDO set forth in 24 CFR 92.2. 5.5.2 Report on CHDO Status. CHDO has a continuing duty to provide City with any documentation or information in regard to any change in its status as a CHDO or as a 501(c)(3) tax exempt entity within 10 business days of said change. CHDO shall provide an annual board roster and proof of its continued status as a CHDO to City by January 30th of each year. CHDO shall replace any board member who resigns or is otherwise no longer able to CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 6 serve within 3 months of the vacancy. The failure of CHDO to maintain its status as a CHDO shall result in the termination of this Contract and return of all HOME CHDO Operating Funds to City. 6. INTENTIONALLY DELETED. 7. INTENTIONALLY DELETED. 8. ADDITIONAL HOME REQUIREMENTS. CHDO agrees to comply with all requirements of the HOME Program as stated in the HOME Regulations, including, but not limited to the following: 8.1 Environmental Review. HOME CHDO Operating Funds will not be paid and costs cannot be incurred until City has conducted and completed an environmental review as required by 24 CFR Part 58. 8.2. Monitoring. 8.2.1 CHDO understands and agrees that it will be subject to monitoring by City for compliance with the HOME Regulations until the project is closed in IDIS and for 5 years after completion of the Contract. CHDO will provide reports and access to project files as requested by City during the term of the Contract and for 5 years after the project is closed in IDIS. 8.2.2 Representatives of City, HUD and the United States Comptroller General shall have access during regular business hours upon 48 hours' prior notice to CHDO's offices and records that are related to the use of the HOME CHDO Operating Funds, and to its officers, directors, agents, employees, contractors, subcontractors and vendors for the purpose of such monitoring. 8.2.3 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 CHDO's compliance with the terms and conditions of this Contract. After each monitoring visit, City shall provide CHDO with a written report of the monitor's findings. If the monitoring report notes deficiencies in CHDO's performance, the report shall include requirements for the timely correction of said deficiencies by CHDO. Failure by CHDO to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein, or repayment of the funds disbursed under this Contract. 8.2.4 CHDO shall provide City annually the results of any state or federal monitoring. 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. CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership, Inc Page 7 8.3 CHDO Procurement Standards. CHDO 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, CHDO shall establish written procurement procedures to ensure that materials and services are obtained in a cost-effective manner that provides for full and open competition. When procuring materials and services for this Contract, CHDO shall comply at a minimum with the procurement standards in 2 CFR Part 200.317 through Part 200.326. 8.3.1 Contracts in excess of$10,000.00 made by CHDO using HOME CHDO Operating Funds must address 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. 8.3.2 CHDO shall not make any contract with parties listed on the government- wide System for Award Management, www.sam.gov ("SAM"). CHDO must confirm by search of SAM that all contractors paid with HOME CHDO Operating Funds are not listed by SAM as being debarred, both prior to hiring 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. 8.3.3 Cost Principles/Cost Reasonableness. CHDO shall administer its use of HOME CHDO Operating Funds in compliance with 2 CFR Part 200, as applicable. The eligibility of costs incurred for performance rendered shall be determined in accordance 2 CFR Part 200.400 through 2 CFR Part 200.475. 8.3.4 Financial Management Standards. CHDO agrees to comply with 2 CFR Part 200, as applicable. CHDO also agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary supporting and back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part 200.303. 8.3.5 Uniform Administrative Requirements. CHDO 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. 8.4 Terms Applicable to Contractors, Subcontractors and Vendors. CHDO understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of CHDO which are in any way paid with HOME CHDO Operating Funds or who perform any work in connection with the Program. CHDO 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 HOME Requirements and HOME Regulations. CHDO shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 8 compliance with the HOME Requirements, HOME Regulations and Contract provisions. CHDO must cure all violations of the HOME Requirements and HOME Regulations committed by its contractors, subcontractors or vendors. City maintains the right to insist on CHDO's full compliance with the terms of this Contract and the HOME Requirements and HOME Regulations and CHDO is responsible for such compliance regardless of whether actions taken to fulfill the requirements of this Contract are taken by CHDO or by CHDO's contractors, subcontractors or vendors. CHDO 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. 8.5 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 CHDO. HUD and City shall possess all rights to invention or discovery, as well as rights in data, which may arise as a result of CHDO's performance under this Contract. 8.6 Conflict of Interest Disclosure. In accordance with the requirements of Section 14.13.2.1 and 14.13.4, CHDO shall establish conflict of interest policies for federal awards. CHDO shall disclose to City in writing any potential conflict of interest. 8.7 Compliance with FFATA and Whistleblower Protections. CHDO shall comply with the requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFATA") governing requirements on 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. 8.7.1 CHDO shall provide City with its Data Universal Numbering System ("DUNS") number. 8.8 Internal Controls. In compliance with the requirements of 2 CFR Part 200.303, CHDO shall: 8.8.1 Establish and maintain effective internal control over the HOME CHDO Operating Funds that provides reasonable assurance that CHDO is managing the HOME CHDO Operating 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"); 8.8.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 8.8.3 Evaluate and monitor CHDO's compliance with statutes, regulations and CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership, Inc Page 9 3 the terms and conditions of this Contract; 8.8.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and 8.8.5 Take reasonable measures to safeguard protected personally identifiable information and other information that HUD or City designates as sensitive or CHDO considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 8.9 This Section 8 shall be applicable for the duration of the Contact term and for 5 years thereafter and shall survive the earlier termination or expiration of this Contract. 9. RECORD KEEPING, REPORTING AND DOCUMENTATION REQUIREMENTS; RIGHT TO AUDIT. 9.1 Record Keeping. CHDO 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, CHDO will keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation. CHDO will maintain all records and documentation related to this Contract for 5 years after the Contract terminates. 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. 9.1.2 Access to Records. Representatives of City and HUD and any duly authorized officials of the Federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of CHDO's records pertaining to all matters covered by this Contract for 5 years after the Contract terminates. Such access shall be during regular business hours and upon at least 48 hours prior notice. 9.2 Reports. CHDO will submit to City all reports and documentation described in this Contract in such form as City may prescribe. CHDO may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract and/or the end of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract. 9.2.1 Additional Information. CHDO shall provide City with additional information as may be required by state or Federal agencies to substantiate HOME Program activities and /or project expenditure CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 10 eligibility. 9.3 Chante in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its discretion. City will notify CHDO in writing at least 30 days prior to the effective date of such change, and the Parties shall execute an amendment to the Contract reflecting such change if necessary. 9.4 City Reserves the Right to Audit. City reserves the right to perform an audit of CHDO's project operations and finances at any time during the term of this Contract or for 5 years after the Contract terminates, if City determines that such audit is necessary for City's compliance with the HOME Regulations or other City policies, and CHDO agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to CHDO 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 other contract with CHDO. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT CHDO HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME CHDO OPERATING FUNDS OR SPENT HOME CHDO OPERATING FUNDS ON ANY INELIGIBLE ACTIVITIES, CHDO AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT REQUIREMENTS. CHDO shall provide City with Complete Documentation and the following reports as shown in Exhibit "E" — Reimbursement Forms with each Reimbursement Request: 10.1 Attachment I—Invoice. This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). This report must be signed by an authorized signatory of CHDO. By signing Attachment I, CHDO is certifying that the costs are valid, eligible, and consistent with the terms and conditions of this Contract, and the data contained in the report is true and correct. 10.2 Attachment II—Expenditure Worksheet. This report shall itemize each expense such that Complete Documentation matches each line item requested for reimbursement by CHDO. In order for this report to be complete the following must be submitted: 10.2.1 Proof that each expense was paid by CHDO, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 11 banking documentation. 10.3. Deadline for Submitting Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by CHDO to City within 30 days from each of the deadlines as shown in Exhibit "C"—Reimbursement Schedule. 10.4 Withholding Payment. 10.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED. 10.4.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" —REIMBURSEMENT SCHEDULE. In addition, CHDO's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.5 Timing of Payment. Provided that CHDO submits Complete Documentation to the Director in conformance with this Contract, City will reimburse CHDO for eligible expenses within 30 calendar days. 11. DEFAULT AND TERMINATION. 11.1 Failure to Maintain or Submit Required Reports and Documentation. If CHDO fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract, or if the submitted report or documentation is not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify CHDO in writing and CHDO will have 30 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to City. If CHDO fails to maintain the required reports or documentation, or 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. 11.2 In General. 11.2.1 Subject to Section 11.1, and unless specifically provided otherwise in this Contract, CHDO shall be in default under this Contract if CHDO 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 CHDO has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership, Inc Page 12 right to elect, in City's sole discretion, to (i) extend CHDO's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to CHDO. City's remedies may include: 11.2.1.1 Direct CHDO 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. 11.2.1.2 Direct CHDO to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.2.1.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME CHDO Operating Funds for the activities. 11.2.1.4 Reprogram HOME CHDO Operating Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME CHDO Operating Funds. 11.2.1.5 Direct CHDO to reimburse City in any amount of HOME CHDO Operating Funds not used in accordance with the HOME Regulations. 11.2.1.6 Suspend reimbursement of HOME CHDO Operating Funds for affected activities. 11.2.1.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions, termination of this Contract or any other contracts with CHDO, including but not limited to the Construction Contracts and any other available remedies. 11.2.2 In the event of termination under this Section 11.2, all HOME CHDO Operating Funds awarded but unpaid to CHDO pursuant to this Contract shall be immediately rescinded and CHDO shall have no further right to such. 11.3 No Funds Disbursed while in Breach. CHDO understands and agrees that no HOME CHDO Operating Funds will be paid to CHDO until all defaults are cured to the satisfaction of City. 11.4 No Compensation After Date of Termination. CHDO shall not receive any HOME CHDO Operating Funds for work undertaken after the date of termination. 11.5 Rights of City Not Affected. CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tan•ant County Housing Partnership,Inc Page 13 Termination shall not affect or terminate any of the existing rights of City against CHDO, or which may thereafter accrue because of such 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 applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this 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 CHDO default. 11.6 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 breach of the same or any other term, covenant or condition hereof. 11.7 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. 11.8 Termination for Cause. 11.8.1 CHDO's uncured breach or default under the Construction Contracts shall be cause for City to terminate this Contract automatically. In the event City terminates this Contract for cause under this Section 11.8.1, all HOME CHDO Operating Funds awarded but unpaid to CHDO pursuant to this Contract shall be immediately rescinded and CHDO shall have no further right to such funds. CHDO ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT FOR CAUSE, CHDO OR ANY OF ITS AFFILIATES SHALL NOT BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11.8.2 CHDO may terminate this Contract if City does not provide the HOME CHDO Operating Funds substantially in accordance with this Contract. 11.9 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: 11.9.1 By City with the consent of CHDO 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 11.9.2 By CHDO upon at least 30 days written notice 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, if City determines in its sole discretion that the remaining portion of the Contract to be performed or HOME CHDO Operating Funds to be spent will not accomplish the purposes for which the Contract was made City may terminate the Contract in its entirety. CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership, Inc Page 14 11.10 Dissolution of CHDO or Loss of CHDO Certification Terminates Contract. This Contract shall automatically terminate in the event CHDO is dissolved, ceases to exist or loses its CHDO certification or status. 12. INTENTIONALLY DELETED. 13. MATERIAL OWNERSHIP CHANGE. If ownership of CHDO materially changes after the date of this Contract, City may but is not obligated to, terminate this Contract. City has 30 days to make such determination after receipt of notice from CHDO and failure to make such determination will constitute a waiver. In the event of termination under this Section 13, all HOME CHDO Operating Funds awarded but not yet paid to CHDO pursuant to this Contract shall be immediately rescinded and CHDO shall have no further right to such funds. 14. GENERAL PROVISIONS 14.1 CHDO an Independent Contractor. CHDO shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. CHDO 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, tenants, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and CHDO, its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and CHDO. City does not have the legal right to control the details of the tasks performed hereunder by CHDO, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.3 CHDO Property. City shall under no circumstances be responsible for any property belonging to CHDO, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and CHDO 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. 14.4 Religious Organization. No portion of the HOME CHDO Operating Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for buyers of a HOME-funded property. CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 15 14.5 Venue. Venue 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, shall lie in Tarrant County, Texas. 14.6 Governing Law. This Contract shall be government by and construed in accordance with the laws of the State 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. 14.7 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. 14.8 Written Agreement Entire Agreement. 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 proposes, constitutes 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. 14.9 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". 14.10 Compliance With All Applicable Laws and Rellulations. CHDO 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: ➢ HOME Investment Partnership Act as set out above ➢ 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 person of limited English proficiency ➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 16 Sections 3601 etseq.) ➢ 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 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 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.), related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. 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 ➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards for new construction projects ➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review ➢ 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 in excess of $2,000, 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 CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 17 ➢ Regulations at 24 CFR Part 92, HOME Investment Partnerships Program Final Rule ➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 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. 14.11 INTENTIONALLY DELETED. 14.12 Prohibition Against Discrimination. 14.12.1 General Statement. CHDO, in the execution, performance or attempted performance of this Contract, shall comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at Chapter 17, Article III, Division 4 — Fair Housing of the City Code. CHDO 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 CHDO permit its officers, members, agents, employees, vendors or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and CHDO hereby covenants and agrees that CHDO, its officers, members, agents, employees, vendors 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, vendors or contractors. 14.12.2 No Discrimination in Employment during the Performance of this Contract. CHDO agrees to the following provision during the performance of this Contract, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors or vendors using CHDO Operating Funds: [Contractor's, Subcontractor's or Vendor's Namel_ 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 Namel_ will take affirmative 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 CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 TaiTant County Housing Partnership,Inc Page 18 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 l will, in all solicitations or advertisements for employees placed by or on behalf of _[Conti•aetor's, Subcontractor's or Vendor's Namel_ , 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 Namel 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. 14.12.3 Contractors and the ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), CHDO 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 CHDO or any of its contractors. CHDO WARRANTS IT WILL FULLY COMPLY WITH 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 OR VENDORS AGAINST CITY ARISING OUT OF CHDO'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership, Inc Page 19 FAILURE TO COMPLY WITH THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13 Conflicts of Interest and Violations of Criminal Law. 14.13.1 CHDO Safeguards. CHDO 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. CHDO shall disclose to City any such conflict of interest or potential conflict of interest, immediately upon discovery of such. 14.13.2 General Prohibitions ALainst Conflicts of Interest. No employees, agents, consultants, officers or elected officials or appointed officials of City or of CHDO who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME CHDO Operating 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 HOME CHDO Operating services, may obtain a financial interest or benefit from a HOME CHDO Operating- 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, unless they are accepted in accordance with the procedures set forth at 24 CFR Part 92. 14.13.2.1 CHDO shall establish conflict of interest policies for federal awards including the HOME CHDO Operating Funds and shall disclose in writing potential conflicts of interest to City as authorized by 2 CFR Part 200.112. 14.13.3 Conflicts of Interest Involving Procurement. The conflict of interest provisions of 2 CFR Part 200.318 shall apply in the procurement of property and services by CHDO. In all cases not governed by this Section, the provisions of 24 CFR Part 92 of the HOME Regulations shall apply. 14.13.3.1 As more particularly described in 2 CFR Part 200.318, CHDO 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 CHDO. CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 20 14.13.3.2 The officers, employees, and agents of CHDO shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. 14.13.3.3 Notwithstanding the prohibition contained in Section 14.13.3.2, CHDO 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 CHDO's officers, employees or agents. 14.13.3.4 CHDO 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, CHDO is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. 14.13.3.5 CHDO 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. 14.13.4 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, CHDO is required to timely disclose to City in writing any potential conflict of interest. 14.13.5 Disclosure of Texas Penal Code Violations. CHDO affirms that it will adhere to the provisions of the Texas Penal Code which prohibit bribery and gifts to public servants. 14.13.6 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, CHDO is required to timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting the CHDO. 14.14 INTENTIONALLY DELETED. 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, CHDO 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. CHDO agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 21 contracts and subcontracts for procurement $50,000.00 or larger, 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. 14.16 Other Laws. The failure to list any Federal, state or City ordinance, law or regulation that is applicable to CHDO does not excuse or relieve CHDO from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for CHDO's failure to follow the law, if applicable. 14.17 Assignment. CHDO 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 Riaht to Inspect CHDO Contracts. It is agreed that City has the right to inspect and approve in writing any proposed contracts between CHDO, and (i) its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the Required Improvements, (ii) any vendor contracts arising out of the sale of the Required Improvements, and (iii) any third party contracts to be paid with HOME CHDO Operating Funds, prior to any charges being incurred under any such contracts. 14.19 Force Majeure. If CHDO 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 CHDO'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 and the completion date for such obligations shall be extended for a like period. CHDO 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 CHDO's obligation regardless of the extent of any existing Force Majeure Event. CHDO will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 14.20 Survival. Any provision of this Contract that pertains to HOME Regulations, auditing, monitoring, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award Management, or any other HOME Program CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 22 requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for 5 years after the termination date and shall be enforceable by City against CHDO. 15. INDEMNIFICATION AND RELEASE. CHDO 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 KIND 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 PROJECT 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 CHDO 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 KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CHDO 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 CHDO, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, 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 CHDO AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY CHDO 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. CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership, Inc Page 23 CHDO 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 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. CHDO 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 CHDO. If CHDO, 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, CHDO 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. CHDO will maintain coverage in the form of insurance or bond in the amount of $87,000.00 to insure against loss from the fraud, theft or dishonesty of any of CHDO'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 HOME CHDO Operating 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. CHDO shall furnish to City, in a timely manner, but not later than 10 days after 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 as set forth herein, CHDO 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. CHDO shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: Commercial General Liability (CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership, Inc Page 24 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 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 CHDO'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. CHDO or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, CHDO 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 CHDO shall revise such amounts within 30 days following notice to CHDO of such requirements. CHDO will submit to City documentation that it, and its general contractor, have obtained insurance coverage and have 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. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor 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 CHDO'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 CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 25 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. In the event there are any local, Federal or other regulatory insurance or bonding requirements for the project, and such requirements exceed those specified herein, the former shall prevail. CHDO shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, CHDO shall require its contractors to provide CHDO with certificate(s) of insurance documenting such coverage. Also, CHDO shall require its contractors to have City and CHDO endorsed as additional insured (as their interest may appear) on their respective insurance policies. Directors and Officers Liability or Professional 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 management 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, CHDO 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 HOME CHDO Operating Funds as provided to property owned by CHDO. 18. CERTIFICATION REGARDING LOBBYING. CHDO hereby certifies, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of CHDO, 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 malting 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 CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 26 Federal contract, grant, loan or cooperative agreement, CHDO 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. CHDO shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of Federal funds. 19. LITIGATION AND CLAIMS. CHDO shall give City immediate notice in writing of any action, including any proceeding before an administrative agency, filed against CHDO in conjunction with this Contract or the project. CHDO shall furnish immediately to City copies of all pertinent papers received by CHDO with respect to such action or claim. CHDO 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 shall be effective upon receipt when (i) sent by U.S. Mail with proper postage, certified mail return receipt requested or by a nationally recognized overnight delivery service; and (ii) 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 City Attorney's Office 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Vicki S. Ganske or Paige Mebane Telephone: 817-392-7765 or 817-392-7618 Copy to: Neighborhood Services Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-392-7540 Copy to: Neighborhood Services Department CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 27 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Neighborhood Development Specialist Telephone: 817-392-7540 CHDO: Tarrant County Housing Partnership, Inc. 4200 S. Freeway, Tower Ste. 307 Fort Worth, TX 76115 Attn: Donna VanNess, President Telephone: 817-924-5091, ext. 3293 21. CHDO HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. CHDO 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. [SIGNATURES APPEAR ON NEXT PAGE] CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 28 TNESS WHEREOF, the Parties have executed 4 duplicate originals of this to be effective on the Effective Date. o CITY OF FORT WORTH ° By: P. itcr N Fernando Costa,Assistant City Manager Dated 8/4/2015 C-ZU�q,, Form 1295: 2016-72864 colI W'5P- APPROVED AS TO.FORM AND LEGALITY: .�,&CL-) Vicki Ganske, Senior Assistant City Attorney TARRANT COUNTY HOUSING PARTNERSHIP, INC., a Texas non-profit co oratio / By: 0 V ess, kLesidnt OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Signature Page EXHIBITS: Exhibit"A"—CHDO Operating Expense Summary Exhibit"A-1"—2015-2016 Total Operating Budget Exhibit `B"—Budget Exhibit"C"—Reimbursement Schedule Exhibit "D"—Audit Requirements Exhibit"E"—Reimbursement Forms Exhibit"F"—Documentation Standards CHDO OPERATING FUNDS CONTRACT 2015-2016 Rev. 9-28-16 Tarrant County Housing Partnership,Inc Page 30 EXHIBIT "A" CHDO OPERATING EXPENSE SUMMARY TARRANT COUNTY HOUSING PARTNERSHIP,INC. Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: CHDO will provide affordable housing production services under the terms, conditions, requirements and responsibilities of the Contract. City will make available up to $87,000.00 of HOME CHDO Operating Funds for the sole purpose of assisting CHDO's efforts to develop and maintain its staff and operational capacity. The HOME CHDO Operating Funds shall be used for the reasonable and necessary administrative and operational costs for CHDO consistent with 24 CFR 92.208, and will be restricted to the items listed in Exhibit "B" —Budget. CHDO shall secure competent staff and take the necessary steps to implement an affordable housing program within the terms of the Construction Contracts and this Contract. By accepting HOME CHDO Operating Funds, CHDO maintains that it currently has a contract with City for an eligible CHDO set-aside project or that it will have a project commitment no later than 24 months from the date of this Contract. CHDO's FY 2015-2016 Operating Budget is attached as Exhibit "A-1" — FY 2015-2016 Total Operating Budget. SPECIFIC PURPOSE: CHDO will use operating funds for the administrative and operational expenses necessary to operate the CHDO. PROGRAM GOALS: Provide for administration and operating activities related to the production of affordable housing for sale to low to moderate income households earning at or below 80% of AMI. CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership,Inc. Page 1 EXHIBIT "A-1" 2015-2016 TOTAL OPERATING BUDGET TARRANT COUNTY HOUSING PARTNERSHIP,INC. Tarrant County Housing Partnership, Inc. FY 16 Operating Budget GL Description FY16 4000 Program Income 75,000 4010 Real Estate Commission 76,775 4030 Processing Fees 59,125 4040 Fundraising&Donations 20,000 4045 Property donations 4050 Banks&Foundations 25,000 4100 Grants and Government Contracts 4101 Operating Grants and Government Contracts 297,260 4200 Developer Fees 427,575 4300 Real Estate Sales 1,069,000 4600 Interest - 4800 Management Fee Income 216,000 4650 Miscellaneous 5,000 TOTAL REVENUES $ 2,270,735 5000 Salaries 561,401 5010 Payroll Taxes-SS 34,745 5020 Payroll Taxes-MC 8,126 5030 Payroll Taxes-SUTA 7,063 5035 Matched Savings Plan 15,492 5040 Heath Insurance 91,080 5050 Dental Insurance 3,124 5100 Contract Services 12,850 5210 Consulting 5,000 5200 Audit 30,000 5220 Legal 10,000 5225 IT Services IS,000 5240 Dues&Memberships 6,600 5260 Furniture and Equipment 15,000 5265 Equipment Rental 9,840 5270 Office Supplies 14,500 5280 Meeting Expense 4,000 5275 Workshop Supplies 6,000 5300 Telephone 10,500 5310 Postage&Courier 1,000 5440 Janitorial 1,000 5450 Storage 19,200 5400 Rent 77,690 5415 Office Utilities 2,000 5230 Marketinq 50,000 5330 Training 5,000 5350 Travel-Local 10,000 5600 Interest 3,750 5430 Insurance 32,221 5460 Property Tax Expense 11,651 543S Property Insurance 2,240 5700 Depreciation 6,673 5820 Lawn Maintenance 1,000 4350 Cost of Sales(Contra) 1,075,252 5250 Credit Reports 5,400 5500 Miscellaneous 4,637 5465 Closing Costs 22,000 5410 Utilities-properties 750 5470 Broker fee 34,920 5475 Broker fee related party(TCHP) 27,120 5601 Donated property expense 16,130 5610 Bank Charges 780 TOTAL EXPENSES $ 2,270,735 REVENUES IN EXCESS OF EXPENSES $ (0) CHDO Operating Contract-Exhibits Rev. 9-28-16 Tarrant County Housing Partnership,Inc. Page 2 EXHIBIT "B" BUDGET TARRANT COUNTY HOUSING PARTNERSHIP,INC. HOME CDBG ± TCFIP Annual TOTAL CHDOCounseling Operating ANNUAL ' Accounk Qperating Grant. Budget OPERATING Funds` Budget BUDGET" " Bud et PROGRAAI PERSONNEL Salaries 2001 75,000.00 486,401.00 561,401.00 FICA 2002 Life Insurance 2003 Health Insurance 2004 Unemployment 2005 Worker's Compensation 2006 Retirement 2007 FACILITY AND UTILITIES Telecommunication Expenses,i.e., 5001 11,475.00 0 14,025.00 25,500.00 Telephone,Cell Phone,Internet Electric 5002 Gas 5003 Water and Wastewater 5004 Solid Waste Disposal 5005 Rent for Staff Offices(City needs copy of lease before expenses can be 5006 35,845.00 0 41,845.00 77,690.00 reimbursed) Rent for Storage of Construction Materials(City needs copy of lease 5007 8,832.00 0 10,368.00 19,200.00 before expenses can be reimbursed) Repairs&Maintenance 5008 -LEGAL;FINANCIAL,AND INSURANCE Insurance 6001 14,348.00 0 17,873.00 32,221.00 Contract Accounting/Audit 6002 16,500.00 0 13,500.00 30,000.00 Legal Assistance 6003 OTHER EXPENSES TOTAL ANNUAL OPERATING $87,000.00 $75,000.00 $2,108,735.00 $2,270,735.00 BUDGET *Shaded cells are not eligible for reimbursement with HOME funds. CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership, Inc. Page 3 EXHIBIT "C" REIMBURSEMENT SCHEDULE TARRANT COUNTY HOUSING PARTNERSHIP, INC. Reimbursements will be made on a quarterly basis in accordance with the schedule provided below. Payments will be based on the line items in Exhibit "B" —Budget. CHDO must submit Complete Documentation and Reimbursements Requests within 30 days of the end of the quarter for which payment is requested. For example, the Reimbursement Request for payment for October 2015-December 2015, should be received by January 30, 2016, unless waived by City in writing. The amounts listed below are estimates and may vary from quarter to quarter depending on the needs of the CHDO. Quarter Due Date Amount October 2015-December 2016 January 30,2016 $21,750.00 January 2016-March 2016 April 30, 2016 $21,750.00 April 2016-June 2016 July 30, 2016 $21,750.00 July 2016-September 2016 October 30, 2016 $21,750.00 TOTAL $87,000.00 In the alternative, CHDO may submit Reimbursement Requests, with City approval, which include multiple quarters of expenses. CHDO may also, with City approval, submit Reimbursement Requests more than 30 days from the deadlines shown above. CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership, Inc. Page 4 EXHIBIT "D" AUDIT REQUIREMENTS TARRANT COUNTY HOUSING PARTNERSHIP,INC. CITY OF FORT WORTH HOUSING AND NEIGHBORHOOD SERVICES DEPARTMENT AUDIT REQUIREMENTS Organizations expending$750,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall obtain either an annual single audit or a program specific audit. Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the Catalog of Federal Domestic Assistance ("CFDA"). If funds are spent for more than one federal program, a single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant ("CPA") that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the CFDA number(OMB A-133 § .310). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Government Auditing Standards issued by the Comptroller General of the United States, 2003 OMB Circular A-133 as revised 6/30/97 and amended June 2003 OMB Circular A-133 Compliance Supplement AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not-for-Profit Organizations Receiving Federal Awards" Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations AICPA's Audit Risk Alert"State and Local Governmental Developments" Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties Receiving Low Income Housing Tax Credits All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single/program audit. Organizations receiving federal awards from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency. The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year in the year that the project was completed. CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership,Inc. Page 5 The following items should be submitted to the City of Fort Worth Neighborhood Services Department within the required timeframe: Due 60 days after organization's fiscal year end in the year that the project was completed: (required for all subrecipients) Completed Audit Certification Form Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit period. Two copies of the entire audit report issued by the CPA Two copies of any management letter issued by the CPA in conjunction with the audit report Two copies of management's comments on all findings, recommendations, & questioned costs contained in the audit report and management letter, including a detailed corrective action plan Failure to submit any of these items by the required due date may result in holds on current draw requests, suspension of the organization's contract(s) and eligibility for future funding. If the organization does not meet the requirements of having a single/program audit conducted, records must still be kept available for review or audit by City of Fort Worth staff(OMB A-133 Subpart B Sec 200(d). If additional information is needed concerning the audit requirements, please call(817)392-6141. CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership, Inc. Page 6 EXHIBIT "D" AUDIT REQUIREMENTS TARRANT COUNTY HOUSING PARTNERSHIP, INC. CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The Department developed this checklist to help organizations improve the quality and completeness of audit reports. ❑ General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial Statements in accordance with Government Auditing Standards ❑ Notes to the General Purpose or Basic Financial Statements of the Organization ❑ A Schedule of Expenditures of Federal Awards, including the Department's contract numbers,the total expended for the federal program, and the CFDA number(OMB A-133 Subpart C Sec 310). ❑ Opinion/Report on Schedule of Expenditures of Federal and State Awards ❑ Report on Compliance and on Internal Control Over Financial Reporting Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards. (OMB A- 133 § 505 (b)) ❑ Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over Compliance in Accordance with OMB Circular A-133. (OMB A-133 § 505 (c)) ❑ Schedule of Findings and Questioned Costs (OMB A-133 §. 505d), including: Summary Schedule of Prior Audit Findings reporting the status of all findings included in the prior audit's schedule of findings and questioned costs. (OMB A-133 Sec. 315 (a) and(b)) ❑ Corrective Action Plan including (OMB A-133 Sec. 315 (c)) name of person responsible for the corrective action, corrective action planned, anticipated completion date, and explanation and reason if auditee does not agree with findings or believes correction is not required. ❑ All reports are signed and dated by the auditor ❑ Two copies of the audit reports are submitted ❑ Two copies of the management letter, if issued in conjunction with the audit report. Two copies of comments by management concerning all findings and recommendations included in management letter, including a corrective action plan. CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership,Inc. Page 7 EXHIBIT "D" AUDIT REQUIREMENTS TARRANT COUNTY HOUSING PARTNERSHIP, INC. CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT Audit Certification Form Subrecipient: Fiscal Year Ending: / / Month Day Year ❑ We have exceeded the federal expenditure threshold of$750,000. We will have our Single Audit or Program Specific Audit completed and will submit the audit report within nine(9)months after the end of the audited fiscal year. ❑ We did not exceed the$750,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Federal Expenditure Disclosure Must be filled out if Single Audit or Program Audit is not required: Federal Expenditure Disclosure Federal Funds Pass Through Program Name& Contract Federal Grantor Grantor CFDA Number Number Expenditures Total Federal Expenditures for this Fiscal Year $ Printed Name Title(Must be CFO,CEO or equivalent) Authorized Signature(Must be CFO,CEO or equivalent) Phone Number Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submit this form to the City of Fort Worth Neighborhood Services Department within 60 days after the end of your Fiscal year CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership, Inc. Page 8 EXHIBIT "E" REIMBURSEMENT FORMS TARRANT COUNTY HOUSING PARTNERSHIP,INC. Attachment 1 INVOICE Developer: Tarrant County Housing Partnership, Inc. Address: TaxpayerlD: Period of Service: Amount Program This Invoice Gumulativ'e to Date Developer Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the contract between City and Developer. By signing this invoice, I certify that to the best of my knowledge and belief the data included in this report, Exhibit G, and in all backup documentation is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Signature and Date: Name: Title: CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership,Inc. Page 9 Attachment H EXPENDITURES WORKSHEET Developer:Tarrant County Housing Partnership,Inc. CHDO Operating LINE CHECK EXPENSE DESCRIPTION BUDGET LINE PAYEE AMOUNT NO. NO. ITEM (Itemize each expense and attach invoices,receipts,cancelled checks,and other backup documentation to verify that the (From Exhibit costs are directly attributable to the Project and that the C) costs have actually been paid by Developer.) 1 2 3 4 5 6 7 8 9 10 TOTAL Developer Certification: I certify that the costs incurred are taken from the books of accounts and that such costs are valid and consistent with the terms of the agreement. SIGNATURE DATE CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership,Inc. Page 10 EXHIBIT "F" STANDARDS FOR COMPLETE DOCUMENTATION TARRANT COUNTY HOUSING PARTNERSHIP,INC. CHDO Operating Contract Expenses it N W G Vl d Q O a+ ,N p O v E ; R C d w R i Employee Salaries and Benefits Salaries X X* If an employee works solely with contract eligible clients and solely on contract eligible items, then the employee's entire salary is eligible for reimbursement.Twice in each calendar year, the client must submit a written statement verifying that the above conditions are still true.The statement must also be signed be a person authorized to sign on behalf of the agency. If an employee works on a variety of programs,or works with a mixture of contract eligible activities and non-eligible acti%Aties,then the City will only reimburse for a reasonable portion of the employee's salary.Each reimbursement request must include not only the employee's timesheet,but also a work log breaking out the employee's time by project or activity. For employees paid with multiple funding sources,timesheets must reflect all funding sources. If separate timesheets are kept for each funding source,all such timesheets must be submitted to City. *If employees are paid by direct deposit rather than check,then the agency must submit both the direct deposit payment company's report(such as an ADT report)and a bank statement or check showing payment to the direct deposit company. FICA/Medicare If the City pays gross salary,this is already included.If the City pays the employer portion of Payroll Taxes payroll taxes,then the employer must show a calculation and documentation of how the inwiced amount was calculated and include documentation showing payment. Life Insurance Must show a calculation and documentation of how the inwiced amount was calculated and whether it is included in gross employee salary amount,must include an inwice from the insurer,and must include documentation showing payment. Health Insurance Must show a calculation and documentation of how the inwiced amount was calculated and whether it is included in gross employee salary amount,must include an invoice from the insurer,and must include documentation showing payment. Disability Must show a calculation and documentation of how the inwiced amount was calculated and Insurance whether it is included in gross employee salary amount,must include an inwice from the insurer,and must include documentation showing payment. Unemployment If the City pays gross salary,this is already included.If the City pays the employer portion, Payroll Taxes then the employer must show a calculation and documentation of how the inwiced amount was calculated,and must include documentation showing payment. Retirement- Must show a calculation and documentation of how the inwiced amount was calculated and Program Costs, whether it is included in gross employee salary amount,must include documentation showing 401K,etc payment,and prior to the first reimbursement,must include the personnel policy regarding retirement benefits. Professional Services Accounting X X X X If an audit is required because federal funds exceed$500,000,then the cost should be split Services evenly by all federal funding sources. If accounting services are contracted,the costs of the service should be appropriately cost allocated across funding sources and/or programs,and documentation of the cost allocation provided to the City. Materials,E ui menti Goods antl Su 'lies Office Supplies X X X Office Equipment X X X Rental Postage X X X The agency should maintain information regarding mailouts.If the agency has a Pitney Bowes machine or like postage machine,the records of that machine must be on file.Likewise,if mail is categorized by payment source,then those records must be on file.For large mailouts,the agency should keep a copy of the letter and a list of all addressees. Printing X X X Construction& X X This category is only available for REACH. Building Materials Sport and X X X Recreation Equipment Cleaning Supplies X X X Teaching Aids X X X Craft Supplies X X X Food Supplies zX X X CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership, Inc. Page 11 Travel Mileage* *Reimbursement backup for mileage includes a mileage log which will include the date of the trip,destination of the trip,and purpose of the trip.The City reimburses mileage at the lower of the agency's rate or the IRS rate. Rent, Utilities and Maintenance,7 ff the following expenses are paid for a facility that is used for other purposes besides the contract program,then the bills must be split based upon the square footage attributable to the contract program.This breakout must be agreed to by'Cityprior to the first reimbursement of rent or utilities;Also,if any other funding source pays for a portion'of the' expense,then each invoice should indicate which portions are to be paid by which source, Telephone X X Gas X X Water/Wastewater X X Electric X X Solid Waste X X Disposal Facility X X X Maintenance and Repairs Custodial Services X X If services are provided per a contract,agency will provide contract instead of invoices. Rent X X Miscellaneous Contract Labor X X X Insurance and/or X X Must provide certificates of insurance with current dates,or a copy of performance bond as Performance Bond applicable. Required Under the Contract Conference or X X X Must provide documentation of conference or training attended,such as a copy of conference Training agenda,hotel reservation,airline itinerary,etc. Only required travel and conference or educational fees(no food expenses)will be reimbursed. CHDO Operating Contract—Exhibits Rev. 9-28-16 Tarrant County Housing Partnership, Inc. Page 12 M&C Review Page 1 of 5 Official site of the City of Fort Worth,Texas ITY COUNCIL AGENDA FoRT WORTH COUNCIL ACTION: Approved on 8/5/2014 -Ordinance No. 21363-08-2014 CONTINUED FROM A PREVIOUS WEEK DATE: 7/22/2014 REFERENCE C-26893 LOG NAME: 17HUDACTIONPLAN PY2014- NO.: 2015 CODE: C TYPE: NOW PUBLIC YES CONSENT HEARING: SUBJECT: Conduct Two Public Hearings and Approve the City's Action Plan for the Use of Federal Grant Funds in the Amount of$9,827,252.00 from the United States Department of Housing and Urban Development for Program Year 2014-2015 from the Community Development Block Grant, HOME Investment Partnerships Program, Emergency Solutions Grant and Housing Opportunities for Persons with AIDS Grant Programs, Authorize Collection and Use of Program Income, Authorize Waiver of Application of Indirect Cost Rates, Authorize Execution of Related Contracts and Interdepartmental Letters of Agreement and Adopt Appropriation Ordinance (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Conduct two public hearings to allow citizen input and consideration of the City's 2014-2015 Action Plan for use of federal grant funds from the United States Department of Housing and Urban Development in the amount of $9,827,252.00 for Program Year 2014-2015 from the Community Development Block Grant, HOME Investment Partnerships Program, Emergency Solutions Grant and Housing Opportunities for Persons with AIDS grant programs and for the use of program income from activities using prior years'federal grant funds; 2. Approve the City's 2014-2015 Action Plan for submission to the United States Department of Housing and Urban Development including allocations of grant funds to particular programs and activities as detailed below; 3. Authorize the collection and use of an estimated amount of $50,000.00 of program income resulting from activities using prior years' Community Development Block Grant funds for the programs and activities detailed below; 4. Authorize the collection and use of an estimated amount of $100,000.00 of program income resulting from activities using prior years' HOME Investment Partnerships Program funds for the City's Homebuyer Assistance Program; 5. Authorize the City Manager or his designee to execute contracts and Interdepartmental Letters of Agreement for a one year term with the agencies listed below in Tables 1, 2 and 3 for Program Year 2014-2015 for Community Development Block Grant, Emergency Solutions Grant and Housing Opportunities for Persons with AIDS grant funds, contingent upon receipt of funding; 6. Authorize the City Manager or his designee to extend the contracts and Interdepartmental Letters of Agreement 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 the contracts and Interdepartmental Letters of Agreement if necessary to achieve program goals provided any amendment is within the scope of the program and in compliance with City policies and all applicable laws and regulations governing the use of federal grant funds; http://apps.cfwnet.org/council_packet/mc review.asp?ID=20027&councildate=8/5/2014 12/22/2016 M&C Review Page 2 of 5 8. Authorize a waiver of indirect cost rates as applicable for the Grants Fund, in accordance with the City's Administrative Regulations; and 9. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations to the Grants Fund in the total amount of $9,827,252.00 consisting of $6,193,950.00 in Community Development Block Grant funds, $2,143,383.00 in HOME Investment Partnerships Program funds, $493,901.00 in Emergency Solutions Grant funds and $996,018.00 in Housing Opportunities for Persons with AIDS grant funds, plus any program income, all subject to receipt of such funds. DISCUSSION: The City's Annual Action Plan summarizes the major housing and community development activities and proposed expenditures for use of federal grant funds totaling $9,827,252.00 from the United States Department of Housing and Urban Development (HUD) for Community Development Block Grant (CDBG), HOME Investment Partnerships Program (HOME), Emergency Solutions Grant (ESG) and Housing Opportunities for People with AIDS (HOPWA) grant programs for the program year beginning October 1, 2014 and ending September 30, 2015. This year's Action Plan also summarizes the use of program income resulting from activities using prior years' CDBG and HOME funds. The purpose of these grant funds is to primarily benefit low and moderate income City residents, with ESG funds primarily benefiting homeless persons and HOPWA funds primarily benefiting persons with HIV/AIDS. Staff developed recommendations for the allocation of the estimated funding from HUD and presented them to the Community Development Council (CDC) on May 21, 2014 and to the City Council at the Pre-Council meeting on June 10, 2014. Notice of a 30-day public comment period from July 2, 2014 to July 31, 2014 was published in the Fort Worth Star-Telegram on June 28, 2014. Any comments received will be maintained by the Housing and Economic Development Department, in accordance with federal regulations. The City will hold two public hearings as part of the HUD-required citizen participation process, the first on July 22, 2014 and the second on August 5, 2014 at which time the City Council is scheduled to approve the Action Plan. In addition, public hearings were held on June 24, 2014 at 10:00 a.m. and 6:00 p.m. for citizens to provide comment on the proposed list of neighborhood streets eligible for reconstruction using CDBG funds. A summary of the CDC's funding recommendations is provided below in Tables 1, 2 and 3 and a spreadsheet of all specific funding recommendations is attached. The Action Plan must be submitted to HUD by August 15, 2014. For Program Year 2014-2015, it is recommended that the amount of $6,193,950.00 in CDBG funds and the estimated amount of$50,000.00 of CDBG program income be allocated as follows: Public Services -$929,092.50 This item includes social services for low to moderate income, disabled and disadvantage populations. Housing Programs and Services - $2,150,600.00 This item includes funding for the City's Priority Repair Program, Cowtown Brush-Up, homebuyer and housing services and accessibility modifications to the homes of senior and/or disabled individuals and related project delivery costs for these programs. CDBG Match Funds -$500,000.00 This item includes match funds for the Lead Grant program. Infrastructure Services -$638,126.80 This item includes funding for reconstruction of neighborhood streets. CDBG Economic Development- $737,340.70 http://apps.cfwnet.org/council_packet/mc review.asp?ID=20027&councildate=8/5/2014 12/22/2016 M&C Review Page 3 of 5 This item is the City's annual payment on its Section 108 loan from HUD. CDBG Estimated Program Income -$50,000.00 The CDC recommended allocating any CDBG program income for the reconstruction of neighborhood streets. CDBG General Administration -$1,238,790.00 This item includes costs for administering the CDBG grant including allocations for Financial Management Services, Internal Audit and Transportation and Public Works Departments. For Program Year 2014-2015, it is recommended that the amount of $2,143,383.00 in HOME funds and the estimated amount of$100,000.00 of HOME program income be allocated as follows: Homebuyer Assistance Program -$1,097,405.70 This items includes funding for down payment and/or closing cost assistance to low and moderate income homebuyers. Community Development Housing Organizations (CHDO) Set Aside -$321,507.40 HUD requires that a minimum of 15 percent of HOME funds be allocated to CHDOs for affordable housing projects and CHDO administrative operating costs. These funds will be used to complete the Hillside Morningside Neighborhood Single Family Infill Development which will result in the construction of up to 17 single family houses by the Tarrant County Housing Partnership CHDO. Multifamily Development-$510,131.60 Funding will be used for the Columbia at Renaissance Square, an approximately 140-unit mixed income development, with 28 market rate units. The rest of the units will provide quality affordable housing to Fort Worth families with incomes at or below 80 percent of Area Median Income. The development will be located at 3801 W.G. Daniels Drive in Council District 8. HOME General Administration -$214,338.30 This item includes costs for administering the HOME grant. HOME Estimated Program Income -$100,000.00 The program income will be used in the City's Homebuyer Assistance Program. For Program Year 2014-2015, it is recommended that the amount of $996,018.00 in HOPWA funds be allocated as follows: Non-Profit Service Providers -$966,137.46 HOPWA Program Administration -$29,880.54 For Program Year 2014-2015, it is recommended that the amount of $493,901.00 in ESG funds be allocated as follows: Non-Profit Service Providers -$456,858.42 ESG Program Administration -$37,042.58 The CDC and Staff recommend that contracts be executed with the agencies listed below in the amounts shown in the following tables: http://apps.cfwnet.org/council_packet/mc review.asp?ID=20027&councildate=8/5/2014 12/22/2016 M&C Review Page 4 of 5 Community Development Block Grant: Table 1 - CDBG Agencies Organization 10rograrn Amount Women's Center of Tarrant County Senior Services $ 75,000.00 Senior Citizens of Greater Tarrant Senior Services $ 93,092.50 County YMCA of Metropolitan Fort Worth Child Care Services [50,000.00 YWCA of Fort Worth and Tarrant Child Development $ 50,000.00 County Childcare Associates Child Care Services 50,000.00 Girls Inc. of Tarrant County Youth Services 75,000.00 Camp Fire Youth Services $ 75,000.00 Lena Pope Home Youth Services $ 75,000.00 Ladder Alliance Employment/Job Training—]F$_ 75,000.00 Tarrant County Housing Partnership Housing Counseling & $ 124,000.00 Education Presbyterian Night Shelter Case Management/Main $ 82,000.00 Shelter Meals on Wheels of Tarrant CountHome-delivered Meals $ 105,000.00 y Program i CDBG Public Service Subtotal $ 929,092.50 *REACH Resource Center on Need-Project Ramps $ 75,000.00 Independent Living Total CDBG Contracts $1,004,092.501 *REACH will be funded from the CDBG Housing Programs budget. Housing Opportunities For Persons With AIDS: Table 2 -HOPWA Agencies Organization Program Amount Tarrant County Administration (seven percent) and Supportive Samaritan Housing, Services $409,380.46 Inc. Administration (seven percent), Supportive AIDS Outreach Services, Tenant Based Rental Assistance $556,757.00 Center, Inc. (TBRA), and Short Term Rent Mortgage and Utility Assistance (STRMU) TOTAL HOPWA $966,137.46 Contracts Emergency Solutions Grant: Table 3 - ESG Agencies Organization Program Amount http://apps.cfwnet.org/council_packet/mc review.asp?ID=20027&councildate=8/5/2014 12/22/2016 M&C Review Page 5 of 5 SafeHaven of Tarrant County Shelter Services $ 85,065.00 Presbyterian Night Shelter Shelter Services $ 95,544.00 Day Resource Center for the Shelter Services $115,732.00 Homeless The Salvation Army, a Georgia Homelessness Prevention/Rapid $ 43,136.00 Corporation Re-Housing Catholic Charities of Fort Worth Homelessness Prevention/Rapid $117,381.42 Re-Housing TOTAL ESG Contracts $456,858.421 These programs are available in ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations, adoption of the attached appropriation ordinance and receipt of grant funds, funds will be available in the current operating budget, as appropriated, of the Grants Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GR76 451727 01720672OXXX $6,193,950.00 GR76 5XXXXX 01720672OXXX $6,193,950.00 GR76 451727 017206721XXX $2,143,383.00 GR76 5XXXXX $2,143,383.00 017206721XXX GR76 451727 017206723XXX $493,901.00 GR76 5XXXXX 017206723XXX $493,901.00 GR76 451727 017206724XXX $996,018.00 GR76 5XXXXX 017206724XXX $996,018.00 GR76 476091 01720672OXXX $50,000.00 GR76 5XXXXX 01720672OXXX $50,000.00 GR76 476076 017206721XXX $100,000.00 GR76 5XXXXX 017206721XXX $100,000.00 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Cynthia Garcia (8187) Leticia Rodriguez (7319) ATTACHMENTS 17HUDACTIONPLANPY2014-2015 AO 2014.docx Action Plan 14 -15.pdf PROPOSED 2014 CDBG Streets Attachment.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=20027&councildate=8/5/2014 12/22/2016